UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                              
                         FORM 10-KSB
                              
(Mark One)
     [x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

     For the fiscal year ended December 31, 1997.

     [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

     For the transition period from ________to__________

            Commission File Number:        022597

             WESTERN TECHNOLOGY & RESEARCH, INC.
     (Exact name of registrant as specified in charter)
                              
                           WYOMING
                         83-0273780
               ------------------------------
                  -------------------------
               State or other jurisdiction of
                 (I.R.S. Employer I.D. No.)
          incorporation or organization
                              
             801 East A Street, Casper, Wyoming
                            82601
          (Address of principal executive offices)
                         (Zip Code)
                              
 Issuer's telephone number, including area code:  (307) 234-
                            5310

     Securities registered pursuant to section 12(b) of the
Act:

Title of each class
Name of each exchange on which registered

     None                               N/A

Securities registered pursuant to section 12(g) of the Act:

Title of each class
Name of each exchange on which registered

     Common stock, no par value                   None

     Check whether the Issuer (1) filed all reports required
to be filed by section 13 or 15(d) of the Exchange Act
during the past 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. (1) Yes [ ] No [X ]  (2) Yes [X]  No  [  ]

     Check if disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form and
no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or
any amendment to this Form 10-KSB. [  ]

     State issuer's revenues for its most recent fiscal
year:   $-0-

     State the aggregate market value of the voting stock
held by nonaffiliates computed by reference to the price at
which the stock was sold, or the average bid and asked
prices of such stock, as of a specified date within the past
60 days:       The Company  does not have an active trading
market and it is, therefore, difficult, if not impossible,
to determine the market value of the stock.  To the
knowledge of the Company, no bid or asked quotation is
available at this time, nor at any time in the last sixty
days.  The Company has 500,000 shares of its common stock
outstanding, of which 253,900 shares are held by
nonaffiliates.

             DOCUMENTS INCORPORATED BY REFERENCE
                              
     List hereunder the following documents if incorporated
by reference and the part of the Form 10-KSB (e.g., part I,
part II, etc.) into which the document is incorporated:  (1)
Any annual report to security holders; (2) Any proxy or
other information statement; and (3) Any prospectus filed
pursuant to rule 424(b) or (c) under the Securities Act of
1933:   NONE
PART I, ITEM 1:     DESCRIPTION OF BUSINESS

     HISTORY AND ORGANIZATION

     WESTERN TECHNOLOGY & RESEARCH, INC. (the "Company") was
organized on September 19, 1984 under the laws of the  State
of  Wyoming,  having the stated purpose of engaging  in  any
lawful   activities.  The  Company  was  formed   with   the
contemplated  purpose to engage in investment  and  business
development  operations  related  to  mineral  research  and
exploration.   The  primary  area  of  mineral   exploration
concerned  small (less than 10 acres) jade mining leaseholds
in  Wyoming,  which  were never brought to  the  development
stage.  The Company also held options on both minor gold and
minor  oil & gas prospects, which were never exercised,  and
the  options  were  assigned  to third-parties  for  nominal
consideration.  All these activities had ceased before 1990.
All jade mine claims were allowed to expire in 1993, for non-
payment  of rental fees, as approved by unanimous action  of
the Board of Directors on August 19, 1993.

      The  Company  never  engaged in  an  active  trade  or
business  throughout  the  period  from  1990,  until   just
recently.    In December of 1994, the prior management,  Mr.
H.  Jean  Baker  and  Mrs. Phyllis L. Baker,  expressed  the
desire  to  wind up the Company because of the lack  of  any
business  and the burdens of carrying on the entity  without
any  apparent  purpose. The Company had just lost  its  last
business  asset,  an  interest  in  real  property,  through
foreclosure.  The present management took over at that time,
noting  in 1994 that some new mining prospects and potential
claims  were  available for investigation  by  the  Company.
However,  despite additional investigation,  no  new  claims
were staked.   On October 15, 1996, the directors determined
that  the  Company should become active in seeking potential
operating  businesses  and business opportunities  with  the
intent  to  acquire  or  merge with  such  businesses.   The
Company  then  began  to consider and investigate  potential
business  opportunities.   The  management  of  the  Company
commenced  a  proactive  review of  all  potential  business
opportunities by means of their personal contacts and  prior
experience,  consisting  of over thirty  combined  years  of
management  of  public companies in the  mineral  extraction
business,  and  private business operations  including  real
estate.    The  Company  is considered a  development  stage
company and, due to its status as a shell corporation, its
principal  business purpose is to locate  and  consummate  a
merger or acquisition with a private entity.  Because of the
Company's  current  status having no assets  and  no  recent
operating   history,   in  the  event   the   Company   does
successfully  acquire  or merge with an  operating  business
opportunity,  it  is  likely  that  the  Company's   present
shareholders will experience substantial dilution and  there
will be a probable change in control of the Company.

The Company is voluntarily filing its registration statement
on Form 10-SB in order to make information concerning itself
more  readily available to the public.  Management  believes
that being a reporting company under the Securities Exchange
Act  of 1934, as amended (the Exchange Act), could provide
a   prospective   merger  or  acquisition   candidate   with
additional information concerning the Company.  In addition,
management  believes that this might make the  Company  more
attractive  to  an  operating  business  opportunity  as   a
potential  business combination candidate.  As a  result  of
filing  its registration statement, the Company is obligated
to  file  with  the Commission certain interim and  periodic
reports   including  an  annual  report  containing  audited
financial  statements.  The Company intends to  continue  to
voluntarily  file these periodic reports under the  Exchange
Act even if its obligation to file such reports is suspended
under applicable provisions of the Exchange Act.

Any  target  acquisition or merger candidate of the  Company
will  become  subject to the same reporting requirements  as
the   Company   upon  consummation  of  any  such   business
combination.    Thus,  in  the  event   that   the   Company
successfully completes an acquisition or merger with another
operating  business,  the resulting combined  business  must
provide  audited financial statements for at least  the  two
most  recent fiscal years or, in the event that the combined
operating business has been in business less than two years,
audited  financial  statements will  be  required  from  the
period  of  inception  of the target acquisition  or  merger
candidate.


      The  Company  has no recent operating history  and  no
representation  is  made,  nor is  any  intended,  that  the
Company  will be able to carry on future business activities
successfully.  Further, there can be no assurance  that  the
Company  will have the ability to acquire or merge  with  an
operating  business, business opportunity or  property  that
will be of material value to the Company.

      Management  plans  to investigate,  research  and,  if
justified,  potentially acquire or merge with  one  or  more
businesses or business opportunities. The Company  currently
has  no  commitment  or arrangement,  written  or  oral,  to
participate  in  any  business  opportunity  and  management
cannot   predict  the  nature  of  any  potential   business
opportunity it may ultimately consider. Management will have
broad discretion in its search for and negotiations with any
potential business or business opportunity.


 ITEM 2. DESCRIPTION OF PROPERTIES

      The  Company's principal executive offices are located
at  801  East  A Street, Casper, Wyoming, 82601,  and  its
telephone  number is (307) 234-5310., which are the  offices
of its president, Zenith S. Merritt.  Mr. Merritt allows the
Company  to  utilize these facilities without  charge.   The
Company does not own or control any material property.

ITEM  3. LEGAL PROCEEDINGS

     No legal proceedings are pending at this time.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
HOLDERS

     No matters were submitted to a vote of shareholders of
the Company during the fiscal year ended December 31, 1997,
nor since that time until the date of this Form 10-KSB
filing.

 PART II , ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

     The Company is not aware of any quotations for its
common stock, now or at any time within the past ten years.
The Company has made an application to the NASD for the
Company's shares to be quoted on the OTC Bulletin Board. The
Company's application to the NASD consists of current
corporate information, financial statements and other
documents as required by Rule 15c2-1-1 of the Securities
Exchange Act of 1934, as amended. Inclusion on the OTC
Bulletin Board, once obtained, permits price quotations for
the Company's shares to be published by such service. The
Company is not aware of any established trading market for
its common stock nor is there any record of any reported
trades in the public market in recent years. The Company's
common stock has not traded in a public market since 1988.
Since its inception, the Company has not paid any dividends
on its Common Stock, and the Company does not anticipate
that it will pay dividends in the foreseeable future.  At
December 31, 1997, the Company had 43 shareholders.

 ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

      The  Company is considered a development stage company
with  no assets or capital and with no operations or  income
since  approximately 1990. The costs and expenses associated
with   the  preparation  and  filing  of  this  registration
statement and other operations of the Company have been paid
for  by  a  shareholder  and a consultant  of  the  Company,
specifically Zenith S. Merritt and H. DeWorth Williams.   It
is  anticipated that these persons will continue to  advance
moneys   as  needed  to  pay  for  the  Companys  necessary
expenses,  including the filing of future reports  with  the
SEC.    $17,252  was  advanced  since  December  31,   1994,
including  $7,500 this year, which includes an  estimate  of
allocable attorneys fees paid since December 31, 1996.   At
this  time,  the  only  compensation arrangements  regarding
these  advances is that the persons advancing the funds  are
to  be  reimbursed when the Company has funds  available  to
repay  these  advances.  It is anticipated that the  Company
will  require only nominal capital to maintain the corporate
viability  of  the  Company and necessary  funds  will  most
likely be provided by the Company's existing shareholders or
its officers and directors in the immediate future. However,
unless  the Company is able to facilitate an acquisition  of
or  merger  with an operating business or is able to  obtain
significant  outside financing, there is  substantial  doubt
about its ability to continue as a going concern.

      In  the  opinion of management, inflation has not  and
will  not  have a material effect on the operations  of  the
Company   until  such  time  as  the  Company   successfully
completes an acquisition or merger. At that time, management
will  evaluate  the  possible effects of  inflation  on  the
Company  as  it  relates  to  its  business  and  operations
following a successful acquisition or merger.

      During  the  next  twelve  months,  the  Company  will
actively   seek   out  and  investigate  possible   business
opportunities with the intent to acquire or merge  with  one
or  more business ventures. Because the Company lacks funds,
it may be necessary for the officers and directors to either
advance  funds  to the Company or to accrue  expenses  until
such  time  as  a successful business consolidation  can  be
made.  Management intends to hold expenses to a minimum  and
to  obtain  services on a contingency basis  when  possible.
Further,   the   Company's   directors   will   forego   any
compensation until such time as an acquisition or merger can
be  accomplished  and  will  strive  to  have  the  business
opportunity  provide  their remuneration.  However,  if  the
Company  engages  outside advisors  or  consultants  in  its
search  for business opportunities, it may be necessary  for
the  Company to attempt to raise additional funds. As of the
date  hereof,  the Company has not made any arrangements  or
definitive agreements to use outside advisors or consultants
or  to raise any capital. In the event the Company does need
to  raise  capital most likely the only method available  to
the  Company  would be the private sale of  its  securities.
Because of the nature of the Company as a development  stage
company, it is unlikely that it could make a public sale  of
securities  or  be able to borrow any significant  sum  from
either  a  commercial or private lender.  There  can  be  no
assurance that the Company will be able to obtain additional
funding  when  and  if  needed, or  that  such  funding,  if
available,  can  be  obtained on  terms  acceptable  to  the
Company.

      The Company does not intend to use any employees, with
the  possible exception of part-time clerical assistance  on
an  as-needed basis. Outside advisors or consultants will be
used  only if they can be obtained for minimal cost or on  a
deferred payment basis. Management is confident that it will
be able to operate in this manner and to continue its search
for business opportunities during the next twelve months.

ITEM 7.  FINANCIAL STATEMENTS

     The financial statements of the Company are set forth
immediately following the signature page to this form 10-
KSB.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

     The Company has had no disagreements with its certified
public accountants with respect to accounting practices or
procedures or financial disclosure.

PART III, ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS,
PROMOTERS, AND CONTROL PERSONS; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT

     The following table sets forth as of December 31, 1997,
the name, age, and position of each executive officer and
director of the Company.

     Name           Age                 Position

Zenith S. Merritt             69             President and
Director

Thomas M. Hockaday       62             Secretary-Treasurer
and Director

Jo Juliano-Smith              55             Director


     All directors hold office until the next annual meeting
of stockholders and until their successors have been duly
elected and qualified. There are no agreements with respect
to the election of directors.

     Set forth below is certain biographical information
regarding the Company's executive officers and directors.

           Z.S. Merritt has been President and a director of
the  Company  since December 15, 1994.  For  the  last  five
years  (and  previously),  Mr.  Merritt  has  also  provided
independent consulting services as a geologist and  landman,
as  well  as acting as the owner and real estate broker  for
Merit  Realty  in  Casper,  Wyoming.   Mr.  Merritt  studied
geology at the University of Wyoming, where he received both
a bachelors and masters degree in geology.

      Thomas  M.  Hockaday  has been Vice  President  and  a
director  of the Company since December 15, 1994.   For  the
last  five years (and previously), Mr. Hockaday worked as  a
real estate sales representative and investment advisor  for
Merit Realty in Casper, Wyoming.  Mr. Hockaday attended  the
Community College of Cedar Rapids, Iowa, for two years,  and
has  eighteen years of continuing professional education  in
banking and financial studies.

      Jo  Juliano  Smith has been a director of the  Company
since  April  1,  1997.   She  has  over  fifteen  years  of
experience  as  a paralegal, and in recent years  (including
the  last  five years) has also worked as a substance  abuse
counselor.  She has attended the University of Utah.

     To the knowledge of management, during the past five
years, no present or former director or executive officer of
the Company:  (1)filed a petition under the federal
bankruptcy laws or any state insolvency law, nor had a
receiver, fiscal agent or similar officer appointed by a
court for the business or property of such person, or any
partnership in which he was a general partner at or within
two years before the time of such filing, or any corporation
or business association of which he was an executive officer
at or within two years before the time of such filing; (2)
was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations
and other minor offenses); (3) was the subject of any order,
judgment or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining him from or otherwise limiting, the
following activities: (i) acting as a futures commission
merchant, introducing broker, commodity trading advisor,
commodity pool operator, floor  broker, leverage transaction
merchant, associated person of any of the foregoing, or as
an investment advisor, underwriter, broker or dealer in
securities, or as an affiliated person, director or employee
of any investment company, or engaging in or continuing any
conduct or practice in connection with such activity; (ii)
engaging in any type of business practice; or (iii) engaging
in any activity in connection with the purchase or sale of
any security or commodity or in connection with any
violation of federal or state securities laws or federal
commodities laws; (4) was the subject of any order,
judgment, or decree, not subsequently reversed, suspended,
or vacated, of any federal or state authority barring,
suspending, or otherwise limiting for more than 60 days the
right of such person to engage in any activity described
above under this Item, or to be associated with persons
engaged in any such activity; (5) was found by a court of
competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any
federal or state securities law, and the judgment in such
civil action or finding by the Securities and Exchange
Commission has not been subsequently reversed, suspended, or
vacate; (6) was found by a court of competent jurisdiction
in a civil action or by the Commodity Futures Trading
Commission to have violated any federal commodities law, and
the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been
subsequently reversed, suspended or vacated.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     The Company's Common Stock is registered pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in connection therewith,
directors, officers, and beneficial owners of more than 10%
of the Company's Common Stock are required to file on a
timely basis certain reports under Section 16 of the
Exchange Act as to their beneficial ownership of the
Company's Common Stock.  The following table sets forth, as
of the date of this report, the name and relationship of
each person who failed to file on a timely basis any reports
required pursuant to Section 16 of the Exchange Act:

Name                Position                 Report to be
filed*

Zenith S. Merritt             President, Director, >10% S/H
Form 3
Thomas M. Hockaday       Vice President and Director   Form
3
Jo Juliano Smith              Director                 Form
3


ITEM 10.  EXECUTIVE COMPENSATION

SUMMARY

      The  Company has not had a bonus, profit  sharing,  or
deferred compensation plan for the benefit of its employees,
officers or directors. The Company has not paid any salaries
or   other  compensation  to  its  officers,  directors   or
employees  for the years ended December 31, 1996  and  1997,
nor  at  any time during 1998. Further, the Company has  not
entered  into  an  employment  agreement  with  any  of  its
officers,  directors  or  any  other  persons  and  no  such
agreements  are anticipated in the immediate future.  It  is
intended  that  the  Company's  directors  will  forego  any
compensation until such time as an acquisition or merger can
be  accomplished  and  will  strive  to  have  the  business
opportunity  provide  their remuneration.  As  of  the  date
hereof,  no  person  has accrued any compensation  from  the
Company.

COMPENSATION TABLE:  None; no form of compensation was  paid
to any officer or director at any time during the last three
fiscal years.

CASH COMPENSATION

     There was no cash compensation paid to any director or
executive officer of the Company during the fiscal years
ended June 30 1998, 1997, or 1996.

BONUSES AND DEFERRED COMPENSATION: None.

COMPENSATION PURSUANT TO PLANS:  None.

PENSION TABLE:  None.

OTHER COMPENSATION:  None.

COMPENSATION OF DIRECTORS:  None.

TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT:
There are no compensatory plans or arrangements of any kind,
including payments to be received from the Company, with
respect to any person which would in any way result in
payments to any such person because of his or her
resignation, retirement, or other termination of such
person's employment with the Company or its subsidiaries, or
any change in control of the Company, or a change in the
person's responsibilities following a change in control of
the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT:

     The following table sets forth information, to the best
knowledge  of  the Company as of September  15,  1998,  with
respect  to  each  person  known  by  the  Company  to   own
beneficially  more  than  5%  of the  Company's  outstanding
common stock, each director of the Company and all directors
and officers of the Company as a group.

Name and Address of           Amount and Nature of
Percent
Beneficial Owner         Beneficial Ownership
of Class

Z.S. Merritt                  253,400                  50.7%
801 East A Street
Casper, Wyoming  82601

Sharon K. Fowler                42,500
8.5%
M13740 Box 1
Evansville, Wyoming  82636

Donn Douglas                    40,000
8.0%
6445 East Ohio Avenue, Suite 350
Denver, Colorado  80226

Michael Ford                    40,000
8.0%
1001 East Bayaud #1402
Denver, Colorado  80209

H. Jean Baker & Phyllis L. Baker     32,500
6.5%
P.O. Box 1314
Riverton, Wyoming  82501

Management:
Z.S. Merritt                  253,400                  50.7%
801 East A Street
Casper, Wyoming  82601

Thomas M. Hockaday                  500
0.1%
1560 Nottingham
Casper, Wyoming  82609
--------------------------------
Note:  The Company has combined related parties for purposes
of  determining beneficial ownership with regard to H.  Jean
Baker and Phyllis L. Baker (combined with Jean R. Baker, Jon
M.  Baker, Kathleen K. Baker, and Phyllis L. Baker),  Sharon
K.  Fowler  (combined  with Leslie  J.  Fowler,  Michael  D.
Fowler, Robert D. Fowler, and Robert G. Fowler), and  Z.  S.
Merritt  (combined with Aline Merritt, Dennis  Merritt,  and
Dinah  Merritt),  above, to determine  aggregate  controlled
shares.  The Company has been advised that each of the other
persons  listed above has sole voting power over the  shares
indicated  above.  Percent of Class (third column above)  is
based  on 500,000 shares of common stock outstanding  as  of
the date of this 10-KSB.


     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS:

TRANSACTIONS WITH MANAGEMENT AND OTHERS.

     To the best of Management's knowledge, during the
fiscal year ended December 31, 1997, there were no material
transactions, or series of similar transactions, since the
beginning of the Company's last fiscal year, or any
currently proposed transactions, or series of similar
transactions, to which the Company was or is to be a party,
in which the amount involved exceeds $60,000, and in which
any director or executive officer, or any security holder
who is known by the Company to own of record or beneficially
more than 5% of any class of the Company's common stock, or
any member of the immediate family of any of the foregoing
persons, has an interest.  H.D. Williams has advanced funds
to pay for attorneys fees and accounting fees for the
preparation of the Form 10-SB and Form 10-KSB, and will
continue to advance such funds as needed for future
reporting and compliance, for which he will be reimbursed by
the Company when, or if, funds become available to the
Company.

CERTAIN BUSINESS RELATIONSHIPS:

     During the fiscal year ended December 31, 1997, there
were no material transactions between the Company and its
management.

INDEBTEDNESS OF MANAGEMENT:

     To the best of Management's knowledge, during the
fiscal year ended December 31, 1997, there were no material
transactions, or series of similar transactions, since the
beginning of the Company's last fiscal year, or any
currently proposed transactions, or series of similar
transactions, to which the Company was or is to be a party,
in which the amount involved exceeds $60,000, and in which
any director or executive officer, or any security holder
who is known by the Company to own of record or beneficially
more than 5% of any class of the Company's common stock, or
any member of the immediate family of any of the foregoing
persons, has an interest.

TRANSACTIONS WITH PROMOTERS:

     The Company was organized fourteen years ago; hence
transactions between the Company and its promoters or
founders are long since expired by their terms or by
operation of law, and therefore are not deemed to be
material.  Furthermore, to the best knowledge of management,
no such transactions exist.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K:

     (a)(1)FINANCIAL STATEMENTS.  The following financial
statements are included in this report:

Title of Document
Page

Report of Jones, Jensen & Company, Certified Public
Accountants................................................
12 Balance Sheet as of December 31, 1997
 ............................................................
 .............................  13
Statements of Operations for the fiscal years ended December
31, 1997 and 1996 and from inception on
April 1, 1964 through December 31, 1997
 ............................................................
 .........................  14
Statements of Stockholders' Equity from inception on April
1, 1964 to December 31, 1997  ..........  15 Statements of
Cash Flows for the fiscal years ended December 31, 1997 and
1996 and from inception on
April 1, 1964  through December 31, 1997
 ............................................................
 .......................  16  Notes to Financial Statements
 ............................................................
 ...........................................  17

     (a)(2)FINANCIAL STATEMENT SCHEDULES.  The following
financial statement schedules are included as part of this
report:   None.

     (a)(3)EXHIBITS.  The following exhibits are included as
part of this report:

     Exhibit No.    SEC Ref. No.   Title of Document
Location
     Item 3         Articles of Incorporation and Bylaws

     3.01      Articles of Incorporation and all amendments
*
               pertaining thereto

     3.02      By-laws                                 *

     Item 4         Instruments Defining the Rights of
Shareholders

     4.01      Specimen Stock Certificate
*


*    Incorporated by reference from the Companys
registration statement on Form 10-SB filed with the
Commission, SEC file No. 022597.

                         SIGNATURES

     Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, this report has been signed below
by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated:

                                   WESTERN TECHNOLOGY & RESEARCH, INC.
                                        (Registrant)


                               By:  __        /s/_Zenith  S.
Merritt
Date:      September  15,  1998                  Zenith   S.
Merritt,                    President                    and
Director, Principal Executive Officer

                               By:  __        /s/_Zenith  S.
Merritt
Date:      September  15,  1998                  Zenith   S.
Merritt,                    President                    and
Director

                               By:  __        /s/_Thomas  M.
Hockaday
Date:      September  15,  1998                  Thomas   M.
Hockaday,            Vice           President            and
Director

                               By:  __        /s/_Jo Juliano
Smith
Date:      September  15,  1998                  Jo  Juliano
Smith, Director