U.S. Securities and Exchange Commission
                             Washington D. C., 20549

                                   FORM 10-QSB

                                   (MARK ONE)
( X )   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934
        For the quarterly period ended December 31, 1997

(    )  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
               EXCHANGE ACT
        For the transition period from             to 
                                       -----------    -----------.

                         Commission file number 0-20924


                           RECONDITIONED SYSTEMS, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           ARIZONA                                                86-0576290
-------------------------------                              -------------------
(State or other jurisdiction of                                 (IRS Employer
 incorporation or organization)                              Identification No.)


                     444 WEST FAIRMONT, TEMPE, ARIZONA 85282
                    ----------------------------------------
                    (Address of principal executive offices)


                                  602-968-1772
                           ---------------------------
                           (Issuer's telephone number)


              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


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. Yes [X] No [ ].


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of February 5, 1997, the number of
shares outstanding of the Registrant's common stock was 1,473,950.
<PAGE>



                          PART 1 - FINANCIAL STATEMENTS

ITEM 1







                           RECONDITIONED SYSTEMS, INC.

                         UNAUDITED FINANCIAL STATEMENTS

                                DECEMBER 31, 1997

















                                             2

<PAGE>
                           RECONDITIONED SYSTEMS, INC.
--------------------------------------------------------------------------------
                                 BALANCE SHEETS
                           DECEMBER 31, 1997 AND 1996
                                   (UNAUDITED)
--------------------------------------------------------------------------------

                                                        1997        1996
                                                        ----        ----
                                     ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                        $   38,446  $  150,071
   Accounts receivable - trade, net of allowance
     for doubtful accounts of $70,403 and
     $31,495, respectively                           1,328,858     828,430
   Inventory                                         1,082,855   1,009,159
   Prepaid expenses and other current assets            28,941     162,530
                                                    ----------  ----------

          TOTAL CURRENT ASSETS                       2,479,100   2,150,190

PROPERTY AND EQUIPMENT; net of accumulated
     depreciation of $381,146 and
     $318,007, respectively                            148,185     197,758
OTHER ASSETS
    Notes receivable - Officers (Note 3)               150,000          --
    Other assets                                        14,188      41,783
                                                    ----------  ----------

                                                    $2,791,473  $2,389,731
                                                    ==========  ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Revolving line of credit (Note 2)               $       --  $  545,893
    Current maturities of long-term debt                41,577      49,869
    Accounts payable                                   444,629     308,779
    Customer deposits                                   18,955      53,827
    Accrued expenses and other current liabilities     277,075     107,076
                                                    ----------  ----------

          TOTAL CURRENT LIABILITIES                    782,236   1,065,444

LONG-TERM DEBT, LESS CURRENT MATURITIES                  3,415      45,621

STOCKHOLDERS' EQUITY                                 2,005,822   1,278,666
                                                    ----------  ----------

                                                    $2,791,473  $2,389,731
                                                    ==========  ==========

                                        3
<PAGE>

                           RECONDITIONED SYSTEMS, INC.
--------------------------------------------------------------------------------
                             STATEMENT OF OPERATIONS
   FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED DECEMBER 31, 1997 AND 1996
                                   (UNAUDITED)
--------------------------------------------------------------------------------

                                  THREE MONTHS ENDED       NINE MONTHS ENDED
                                     DECEMBER 31,             DECEMBER 31,
                                  1997        1996         1997         1996
                              ----------   ----------   ----------   ----------

Sales                         $2,827,429   $1,672,569   $7,340,607   $4,968,983
Cost of sales                  2,065,594    1,273,316    5,461,608    3,786,424
                              ----------   ----------   ----------   ----------

Gross profit                     761,835      399,253    1,878,999    1,182,559

Selling & administrative 
 expenses                        439,341      352,782    1,231,498      953,095
                              ----------   ----------   ----------   ----------

Income  from operations          322,494       46,471      647,501      229,464
                              ----------   ----------   ----------   ----------
Other income (expense):
  Interest income                  1,806        3,832        2,158        8,364
  Interest expense                (1,107)     (19,787)     (19,267)     (79,446)
  Other                           (3,281)       2,374         (594)       2,374
                              ----------   ----------   ----------   ----------
                                  (2,582)     (13,581)     (17,703)     (68,708)
                              ----------   ----------   ----------   ----------

Net income                    $  319,912   $   32,890   $  629,798   $  160,756
                              ==========   ==========   ==========   ==========
Earnings per common and
 common equivalent share      $     0.22   $     0.02   $     0.43   $     0.11
                              ==========   ==========   ==========   ==========
Weighted average number
 of shares outstanding         1,473,950    1,473,950    1,473,950    1,473,950
                              ==========   ==========   ==========   ==========
Earnings per common and
 common equivalent share -
 assuming dilution            $     0.19   $     0.02   $     0.38   $     0.10
                              ==========   ==========   ==========   ==========
Weighted average number of
 shares outstanding -
 assuming dilution             1,668,105    1,532,391    1,661,745    1,533,847
                              ==========   ==========   ==========   ==========


                                      4
<PAGE>
                           RECONDITIONED SYSTEMS, INC.
--------------------------------------------------------------------------------

                        STATEMENT OF STOCKHOLDERS' EQUITY
                    FOR THE YEAR ENDED MARCH 31, 1997 AND THE
                   NINE MONTH PERIOD ENDED DECEMBER 31, 1997
                                   (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                 COMMON      COMMON    PREFERRED  PREFERRED    RETAINED    TREASURY
                 STOCK       STOCK      STOCK      STOCK       EARNINGS     STOCK       TOTAL
                 SHARES      AMOUNT     SHARES     AMOUNT     (DEFICIT)  (134 SHARES)
                 ------      ------     ------     ------     ---------  ------------ ----------
<S>           <C>         <C>         <C>       <C>         <C>           <C>        <C>       
Balance at
March 31,      1,621,300   $2,489,143  555,555   $2,156,717  $(3,465,318)  $(3,754)   $1,176,788
1996

Conversion of
Preferred      7,222,215   2,097,839  (555,555)  (2,156,717)           0         0       (58,878)
Stock to 
Common Stock, 
net of costs 
of $58,878

Reverse
Split of      (7,369,565)          0         0            0            0         0             0
Common Stock

Net income            --           0        --            0      258,114         0       258,114
              ----------   ---------  --------   ----------  -----------   -------    ----------
Balance at
March 31,      1,473,950  $4,586,982        --            0  $(3,207,204)  $(3,754)   $1,376,024
1997
Net income            --           0        --            0      629,798         0       629,798
              ----------  ----------  --------   ----------  -----------   -------    ----------
BALANCE AT
DECEMBER 31,   1,473,950  $4,586,982         0            0  $(2,577,406)  $(3,754)   $2,005,822
1997
</TABLE>




                                        5
<PAGE>
                           RECONDITIONED SYSTEMS, INC.
--------------------------------------------------------------------------------
                             STATEMENT OF CASH FLOWS
   FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED DECEMBER 31, 1997 AND 1996
                                   (UNAUDITED)
--------------------------------------------------------------------------------


                                 THREE MONTHS ENDED         NINE MONTHS ENDED
                                    DECEMBER 31,               DECEMBER 31,
                                 1997          1996        1997          1996
                                 ----          ----        ----          ----
Cash and cash equivalents
provided (used) by operating
activities                     $(168,068)   $(106,752)   $ 542,811    $(110,302)

Cash and cash equivalents
used by investing
activities                      (150,324)      (8,804)    (163,831)     (29,599)

Cash and cash equivalents
provided (used) by financing
activities                       (13,605)       7,798     (482,658)     189,274
                               ---------    ---------    ---------    ---------
Increase (decrease) in cash
and cash equivalents            (331,997)    (107,758)    (103,678)      49,373

Cash and cash equivalents,
beginning of period              370,443      257,829      142,124      100,698
                               ---------    ---------    ---------    ---------
Cash and cash equivalents,
end of period                  $  38,446    $ 150,071    $  38,446    $ 150,071
                               =========    =========    =========    =========






                                        6
<PAGE>
                           RECONDITIONED SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)
--------------------------------------------------------------------------------
                                     NOTE 1.
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

BASIS OF PRESENTATION:
        The  unaudited  financial  statements  include  only  the  accounts  and
        transactions of the Company.

INTERIM FINANCIAL STATEMENTS:
        The  unaudited  interim  financial  statements  include all  adjustments
        (consisting  of normal  recurring  accruals)  which,  in the  opinion of
        management,  are necessary in order to make the financial statements not
        misleading.  Operating  results for the nine months  ended  December 31,
        1997, are not necessarily indicative of the results that may be expected
        for the entire year ending March 31, 1998.  These  financial  statements
        have been prepared in accordance  with the  instructions  to Form 10-QSB
        and do not contain certain  information  required by generally  accepted
        accounting  principles.  These statements  should be read in conjunction
        with financial  statements  and notes thereto  included in the Company's
        Form 10-KSB for the year ended March 31, 1997.

EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE:
        The computation of earnings per share is based on the net income and the
        weighted  average  number  shares of common stock  outstanding  for each
        period.  Certain stock options  outstanding are considered  common stock
        equivalents in computing  diluted earnings per share during the quarters
        and periods  ended  December 31, 1997 and 1996,  and were  accounted for
        under the Treasury  Stock method.  In addition,  certain  warrants which
        were outstanding during the periods ended December 31, 1997 and 1996 are
        not included in the computation of diluted  earnings per share for those
        quarters  because their effect would be  antidilutive.  The earnings per
        share and the  weighted  average  number of shares  outstanding  for the
        quarter ended and period ended December 31, 1996 give retroactive effect
        to the  conversion  of  preferred  stock to common stock and the reverse
        split of common stock which were effective on August 12, 1996.  Earnings
        per share and  diluted  earnings  per share for the  quarter  and period
        ended December 31, 1996 have been restated to give retroactive effect to
        FASB No. 128.

--------------------------------------------------------------------------------
                                     NOTE 2.
                            REVOLVING LINE OF CREDIT
--------------------------------------------------------------------------------

On July 30,  1997,  the Company  terminated  its line of credit  agreement  with
Norwest Business  Credit,  Inc. and entered into a line of credit agreement with
M&I  Thunderbird  Bank.  Under  this new  $1,000,000  revolving  line of  credit
agreement,  which is effective through July 31, 1998, interest is payable at the
bank's base rate plus 2%. Borrowings on the line of credit may not exceed 75% of
eligible accounts  receivable and 30% of eligible inventory up to $300,000.  The
line of credit is collateralized by accounts receivable, inventory, property and
equipment,  and intangibles.  The agreement  contains  various  covenants by the
Company,  including  covenants that the Company will maintain  certain net worth
thresholds and ratios,  will meet certain debt service coverage ratios, and will
not enter into or engage in various types of  agreements or business  activities
without approval from M&I Thunderbird Bank.

                                        7
<PAGE>

                           RECONDITIONED SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)
--------------------------------------------------------------------------------
                                     NOTE 3.
                           NOTES RECEIVABLE - OFFICERS
--------------------------------------------------------------------------------

On December 19, 1997, the Company issued two separate  $75,000 notes  receivable
to  officers of the  Company.  The notes are payable in one payment on or before
December 19, 2002.  Interest on the notes accrues at a rate equal to that of the
Company's  lender's base rate plus 2%, payable annually  beginning  December 19,
1998.

--------------------------------------------------------------------------------
                                     NOTE 4.
                               EARNINGS PER SHARE
--------------------------------------------------------------------------------

                                THREE MONTHS ENDED          NINE MONTHS ENDED
                                    DECEMBER 31,               DECEMBER 31,
                                 1997         1996          1997         1996
                                 ----         ----          ----         ----
BASIC EPS

Net Income (Numerator)         $  319,912  $   32,890    $  629,798  $  160,756
                               ==========  ==========    ==========  ==========

Shares (Denominator)            1,473,950   1,473,950     1,473,950   1,473,950
                               ==========  ==========    ==========  ==========

Per-Share Amount               $     0.22  $     0.02    $     0.43  $     0.11
                               ==========  ==========    ==========  ==========
DILUTED EPS

Net Income                     $  319,912  $   32,890    $  629,798  $  160,756
                               ==========  ==========    ==========  ==========

Shares                          1,473,950   1,473,950     1,473,950   1,473,950

Effect of Dilutive Securities:
  Stock options                   194,155      58,441       187,795      59,897
                               ----------  ----------    ----------  ----------
Total common shares + assumed
   conversions                  1,668,105   1,532,391     1,661,745   1,533,847
                               ==========  ==========    ==========  ==========

Per-Share Amount               $     0.19  $     0.02    $     0.38  $     0.10
                               ==========  ==========    ==========  ==========


                                          8
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS

The statements  contained  herein which are not historical  facts may constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, and are subject to the safe harbors created thereby.  These
forward-looking  statements involve risks and uncertainties,  including, but not
limited  to, the risk that the  Company  may not be able to continue to increase
sales,  maximize its production capacity,  maintain adequate inventory levels at
an acceptable cost,  maintain the mix between wholesale and retail sales, expand
its  production  and showroom  space at an acceptable  cost,  and hire qualified
personnel in response to rising  sales.  In addition,  the  Company's  business,
operations and financial  condition are subject to  substantial  risks which are
described in the Company's  reports and statements  filed from time to time with
the Securities and Exchange Commission. These reports and statements include the
Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 1997.

RESULTS OF OPERATIONS

FOR THE THREE MONTH PERIODS ENDED DECEMBER 31, 1997 AND 1996

Reconditioned  Systems,  Inc.  ("RSI" or the  "Company")  reported  revenues  of
$2,827,429 for the three month period ended December 31, 1997  (hereinafter  the
"reporting  quarter").  This represents a $1,154,860 or 69% improvement over the
sales reported for the three month period ended  December 31, 1996  (hereinafter
the "comparable quarter").

Wholesale sales increased 97% over the comparable  quarter.  Retail sales in the
Phoenix and Tucson  markets  increased  40% over the  comparable  quarter.  This
increase in revenues was primarily  attributable to increased  marketing efforts
and extended OEM lead times. As previously reported, the Company has implemented
a wholesale  marketing  plan which focuses on expanding  its  wholesale  markets
within the Western  portion of the United States.  The Company has also expanded
its retail operations through increased advertising in the Phoenix market and by
hiring  additional  retail  sales  personnel.  In addition to the effects of the
Company's  marketing  plan,  sales  benefited  from Haworth,  Inc.'s  relatively
extended lead times during the reporting quarter, giving the Company a temporary
competitive advantage.  Haworth's current lead times are more in line with those
during the first two quarters of the fiscal year.

The Company's gross profit margin improved as a result of operating efficiencies
achieved  through  economies  of scale from 23.8% in the  comparable  quarter to
26.9% for the  reporting  quarter.  All areas of production  benefited  from the
economies of scale created by the Company's increased sales.

Selling  and  administrative  expenses  for the  reporting  quarter  were 15.5%,
compared to 21.1% for the comparable  quarter.  The 5.6%  improvement  primarily
resulted   from  a  lower  overall   percentage   of  fixed   expenses  and  the
wholesale/retail  mix of those  sales.  Wholesale  sales,  generally  have lower
selling  expenses.  Current  wholesale sales  compensation  approximates 3.6% of
wholesale sales revenues. By comparison,  retail sales compensation approximates
10.1% of retail sales revenues.

Other  income and  expenses,  which  primarily  consisted  of interest  expense,
improved by 81% over the comparable  quarter.  The Company's increased sales and
improved  financial  stability enabled  management to acquire new financing with
lower borrowing rates on its revolving line of credit. In addition,  the Company
paid off its line of credit during the reporting  period  through  improved cash
flows,  thereby  eliminating its interest expense  associated with the revolving
credit line.

The Company's net income increased  $287,022 or 873% over the comparable quarter
as a result of the increased sales revenues,  gains in economies of scale, lower
overall fixed costs,  improved  wholesale/retail  sales mix, and lower  interest
expense, as discussed above.
                                        9
<PAGE>

FOR THE NINE MONTH PERIODS ENDED DECEMBER 31, 1997 AND 1996

The  Company's  operating  results for the nine month period ended  December 31,
1997  (hereinafter  the "reporting  period") were influenced by the same factors
affecting  the results  for the  reporting  quarter,  as were  discussed  in the
narrative above.  Wholesale sales represented 57.7% of the sales revenues earned
during the reporting period.  Wholesale revenues increased 62.7% compared to the
wholesale   sales  during  the  nine  month  period  ended   December  31,  1996
(hereinafter the "comparable period").  Retail sales increased by 31% during the
reporting period in comparison to the comparable period.

INCOME TAXES

As  of  March  31,  1997,  the  Company  had  federal  loss   carryforwards   of
approximately   $2,990,000  and  state  loss   carryforwards   of  approximately
$2,790,000. The federal loss carryforwards expire through March 31, 2011 and the
state loss  carryforwards  expire  through  March 31,  2001.  If the  Company is
profitable before these loss carryforwards  expire, it will benefit from them at
statutory  rates.  During the quarters  ended  December  31, 1997 and 1996,  the
Company  benefited in the approximate  amount of $135,000 and $11,000 from these
loss  carryforwards.  The Company benefited from these loss carryforwards in the
approximate amount of $315,000 and $91,000 during the periods ended December 31,
1997 and 1996, respectively.

FINANCIAL CONDITION AND LIQUIDITY

The primary factors  affecting the Company's  financial  condition and liquidity
are the results of operations,  collection  period and rate of inventory  turns.
Net income earned during the reporting period  generated the cashflow  necessary
to finance the 47.7% increase in sales and resulted in net cash from  operations
of $542,811.  This increase  allowed the Company to reduce its revolving  credit
and long-term debt balances by $482,658 and finance $163,831 in notes receivable
and  additional  equipment.  As of the date of this  report,  the Company had no
outstanding balance and approximately  $980,000 of availability on its operating
line of  credit.  In  addition,  the  Company  was in  compliance  with all loan
covenants  associated with this revolving line of credit.  The Company's average
days  sales in  accounts  receivable  increased  from 38 days in the  comparable
period to 43 in the reporting  period.  This compares to 51 days as of March 31,
1997 and 41 days as of June 30, 1997,  and 40 days as of September 30, 1997. The
Company  hopes to maintain an average  collection  period of 30 to 40 days.  The
increase in the collection  period was offset by improved  inventory  turns from
4.2 in the  comparable  period to 6.3 in the reporting  period and the Company's
strong operating results.  Management believes cash flow from current operations
and the  availability  on the  Company's  $1,000,000  credit  line will  provide
adequate  funds to sustain the  Company's  growth in sales  without the need for
additional outside capital.

FORWARD LOOKING-STATEMENTS

This reporting quarter marks the ninth consecutive  profitable quarter following
the Company's  restructuring  and  downsizing.  The operating  results  achieved
during the reporting period are  representative of management's long term goals;
however, management does not believe the Company is currently positioned to meet
these results on a consistent basis. In order to meet this level of output,  the
Company's  remanufacturing  facility was operating near production capacity.  In
addition,  the  Company's  closing  ratio on large  projects  exceeded the level
normally achieved, primarily as a result of Haworth, Inc.'s extended lead times,
as discussed above. Management's goals for the short term are to achieve results
more  consistent  with those of the previous two quarters.  In order to position
the Company to achieve  results like that of the  reporting  quarter in the long
term,  management  intends to further develop its wholesale customer base within
the Western  region of the United  States,  expand its  production  and showroom
space,  and hire additional  retail sales personnel.  In addition,  now that the
Company has  strengthened  its  financial  condition and  liquidity,  management
believes  a  conservative  acquisition  program  is  a  viable  alternative  for
additional growth and increased share value.

                                       10
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
The  Company is not party to any pending  legal  proceeding  other than  routine
litigation incidental to the business.

ITEM 2.  CHANGES IN SECURITIES
Effective June 30, 1997, the Company's Class B Warrants expired.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.

ITEM  5. OTHER INFORMATION
None.




                                       11
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed herewith pursuant to Regulation S-B:

NO.      DESCRIPTION                                                   REFERENCE
---      -----------                                                   ---------

3.1      Amended and Restated Articles of Incorporation                   (2)
3.2      Amended and Restated Bylaws                                      (2)
4.1      Form of Stock Certificate                                        (1)
4.5      Registration Rights Agreements                                   (3)
*4.9     Options issued to Wayne R. Collignon                             (4)
*4.10    Options issued to Dirk D. Anderson                               (4)
*4.11    Amendment to Options issued to Wayne Collignon                   (6)
*4.12    Amendment to Options issued to Dirk Anderson                     (6)
*4.13    Options issued to Wayne R. Collignon                             (6)
*4.14    Options issued to Dirk D. Anderson                               (6)
*4.15    Options issued to Scott W. Ryan                                  (6)
*4.16    Options issued to Scott W. Ryan                                  (6)
10.1     Lease Agreement, dated April 12, 1990 between Boston
         Safe Deposit and Trust Company, as Lessor, and Registrant
         as Lessee                                                        (1)
*10.21   Employment Agreement between Registrant and Wayne Collignon      (4)
*10.22   Employment Agreement between Registrant and Dirk Anderson        (4)
10.23    Third amendment to the Lease between Registrant, as Lessee,
         and Newhew Associates, as Lessor                                 (4)
*10.25   Amendment to Employment Agreement between Registrant and
         Wayne Collignon                                                  (5)
*10.26   Amendment to Employment Agreement between Registrant and
         Dirk Anderson                                                    (5)
10.29    Loan documents between Registrant and M&I Thunderbird Bank       (7)
*10.30   Loan documents between Registrant and Wayne R. Collignon         (8)
*10.31   Loan documents between Registrant and Dirk D. Anderson           (8)
27       Financial Data Schedule                                          (8)
----------
*    Member of Compensation Committee.
(1)  Filed with  Registration  Statement on Form S-18,  No.  33-51980-LA,  under
     Securities Act of 1933, as declared effective on December 17, 1992.
(2)  Filed with the Company's definitive proxy statement on July 10, 1996
(3)  Filed with Form 10-KSB on July 13, 1995
(4)  Filed with Form 10-KSB on July 2, 1996
(5)  Filed with Form 10-QSB on November 14, 1996
(6)  Filed with Form 10-KSB on June 26, 1997
(7)  Filed with Form-10-QSB on November 14, 1997
(8)  Filed herewith

(b) Reports on Form 8-K:
No reports were filed on Form 8-K during the quarter ended December 31, 1997.


                                       12
<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


RECONDITIONED SYSTEMS, INC.


Date:   February 10, 1998                  /s/ Wayne R. Collignon
                                           -------------------------------------
                                           Wayne R. Collignon, President and CEO


Date:   February 10, 1998                  /s/ Dirk D. Anderson
                                           -------------------------------------
                                           Dirk D. Anderson, CFO








                                       13