<PAGE>   1



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

                                  FORM 10-QSB

(Mark One)

[x]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 

         For the quarterly period ended March 31, 1997

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT 

         For the transition period            to 
                                   ----------    ----------
         Commission file number      0-20988
                                ----------------------

                             ANTEX BIOLOGICS INC.
--------------------------------------------------------------------------------

       (Exact name of small business issuer as specified in its charter)

<TABLE>
       <S>                                                              <C>
                          Delaware                                                52-1563899               
    ---------------------------------------------------         ---------------------------------------------------
       (State or other jurisdiction of incorporation                    (IRS Employer Identification No.)
                     or organization)
 </TABLE>


                300 Professional Drive, Gaithersburg, MD 20879
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                (301) 590-0129
--------------------------------------------------------------------------------
                          (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 [ ]

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.  Yes [ ]   No [ ]

                       APPLICABLE ONLY TO CORPORATE USERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.

22,479,679 shares of Antex Biologics Inc. common stock, $.01 par value, were
outstanding as of April 30, 1997.

Transitional Small Business Disclosure Format (check one):

Yes        No   X  
    -----     -----

<PAGE>   2
                              ANTEX BIOLOGICS INC.

                                  FORM 10-QSB

                          QUARTER ENDED MARCH 31, 1997

                                     INDEX


<TABLE>
<CAPTION>
Part I.  Financial Information                                                                        Page No.
                                                                                                      --------
<S>          <C>                                                                                         <C>
    Item 1.  Financial Statements                                                                   

             Consolidated Balance Sheets at December 31, 1996 and March 31, 1997                             
             (Unaudited)                                                                                     3
                                                                                                
             Consolidated Statements of Operations (Unaudited) for the three months                          
             ended March 31, 1996 and 1997 and the period                                       
             August 3, 1991 (inception) to March 31, 1997                                                    4
                                                                                                
             Consolidated Statements of Cash Flows (Unaudited) for the                                       
             three months ended March 31, 1996 and 1997 and                                     
             the period August 3, 1991 (inception) to March 31, 1997                                       5-6
                                                                                                
             Notes to Consolidated Financial Statements                                                    7-8
                                                                                                    
    Item 2.  Management's Discussion and Analysis                                                         8-11 
                                                                                                    
                                                                                                    
Part II. Other Information                                                                      
                                                                                                    
    Item 6.  Exhibits and Reports on Form 8-K                                                            10-12
                                                                                                    
                                                                                                    
Signatures                                                                                                  12
                                                                                                    
Exhibits                                                                                                 13-15
</TABLE>





                                       2
<PAGE>   3
                              Antex Biologics Inc.
                        (a development stage enterprise)

                         CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                               DECEMBER 31,             MARCH 31,
                                                                                                  1996                    1997
                                                                                                  ----                    ----
             ASSETS                                                                                                    (UNAUDITED)
             <S>                                                                              <C>                       <C>
             Current assets:
               Cash and cash equivalents                                                       $6,918,836               $6,236,558
               Restricted cash                                                                    300,000                        -
               Accounts and other receivables                                                      95,668                  551,275
               Prepaid expenses and deposits                                                      247,717                  447,460
                                                                                               ----------                ---------
             Total current assets                                                               7,562,221                7,235,293
             Property and equipment, net                                                          537,113                  166,118
             Prepaid expenses                                                                     151,667                        -
             Deferred compensation trust                                                          191,189                  191,189
                                                                                                ---------                ---------
                                                                                               $8,442,190               $7,592,600
                                                                                               ==========               ==========

             LIABILITIES AND STOCKHOLDERS' EQUITY
             Current liabilities:
               Accounts payable and accrued expenses                                           $  272,119               $  380,191
               Deferred research and development revenue                                          744,198                  787,514
               Deferred gain on sale and leaseback                                                349,857                        -
               Obligation under capitalized lease                                                 451,412                        -
                                                                                                ---------               ----------
             Total current liabilities                                                          1,817,586                1,167,705
             Deferred compensation                                                                191,189                  191,189
             Excess of fair value over cost of net assets acquired, net of  
               accumulated amortization of $152,944 and $160,003                                  129,409                  122,350
             Other                                                                                 45,219                   38,826

             Commitments and contingencies

             Stockholders' equity:
               Preferred stock, $.01 par value; 5,000,000 shares
                authorized; none outstanding                                                            -                        -
               Common stock, $.01 par value; 95,000,000 shares
                authorized; 22,479,679 and shares issued and
                outstanding                                                                       224,797                  224,797
               Additional paid-in capital                                                      17,752,416               17,752,416
               Deficit accumulated during the development stage                               (11,718,426)             (11,904,683)
                                                                                               ----------               ---------- 
             Total stockholders' equity                                                         6,258,787                6,072,530
                                                                                               ----------                ---------
                                                                                               $8,442,190               $7,592,600
                                                                                               ==========               ==========
</TABLE>





The accompanying notes are an integral part of these financial statements.





                                       3
<PAGE>   4
                              Antex Biologics Inc.
                        (a development stage enterprise)

                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                             THREE MONTHS                    AUGUST 3, 1991
                                                                            ENDED MARCH 31                     (INCEPTION)
                                                                            --------------                         TO       
                                                                       1996                    1997          MARCH 31, 1997
                                                                       ----                    ----          --------------
             <S>                                                   <C>                      <C>                <C>
             Revenues                                               $   229,951             $ 1,296,848         $ 5,996,034
                                                                    -----------             -----------         -----------
                                                                                                             
             Expenses:                                                                                       
                Research and development                                498,080                 975,613          10,375,248
                General and administrative                              239,320                 583,700           7,538,569
                                                                     ----------               ---------           ---------
             Total expenses                                             737,400               1,559,313          17,913,817
                                                                     ----------               ---------          ----------
                                                                                                             
             Loss from operations                                      (507,449)               (262,465)        (11,917,783)
                                                                                                             
             Other income (expense):                                                                         
                Interest income                                          16,880                  86,331             721,457
                Interest expense                                        (38,762)                (10,123)           (708,357)
                                                                    ------------             -----------        ----------- 
                                                                                                             
             Net loss                                              $   (529,331)            $  (186,257)       $(11,904,683)
                                                                   =============            ============       ============ 
                                                                                                             
             Net loss per share                                           $(.04)                  $(.01)
                                                                          ======                  ======

             Shares used in per share
                calculations                                          12,034,956             22,188,016
                                                                      ==========             ==========

</TABLE>




The accompanying notes are an integral part of these financial statements.





                                       4
<PAGE>   5
                              Antex Biologics Inc.
                        (a development stage enterprise)

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                   THREE MONTHS                     AUGUST 3, 1991
                                                                                  ENDED MARCH 31                      (INCEPTION)
                                                                               -----------------------                    TO     
                                                                               1996               1997               MARCH 31, 1997 
                                                                               ----               ----              ---------------
             <S>                                                        <C>                   <C>                    <C>
             OPERATING ACTIVITIES
             Net loss                                                   $   (529,331)         $  (186,257)           $(11,904,683)
             Adjustments to reconcile net loss
                to net cash used in operating activities:

                Depreciation and amortization of
                   property and equipment, net of
                   amortization of deferred gain on
                   sale/leaseback                                              8,168               23,615                 139,792
                Amortization of deferred credits                             (13,452)             (13,452)               (301,605)
                Expense recorded on issuance of
                  common stock and vesting of options                              -                    -                 531,134

                Changes in operating assets
                   and liabilities:
                   Accounts and other receivables                             51,413             (455,607)               (551,275)
                   Prepaid expenses and deposits                            (125,795)             (48,076)               (331,218)
                   Accounts payable and accrued
                       expenses                                              191,652              108,072                 (52,389)
                   Deferred research and development                          53,661               43,316                 787,514
                   Deferred option payment                                  (250,000)                   -                       -
                   Due from BioCarb AB                                             -                    -                 420,448 
                                                                           ----------           ----------             -----------

             Net cash used in operating activities                          (613,684)            (528,389)            (11,262,282)
                                                                            ---------            ---------            ------------

             INVESTING ACTIVITIES
             Purchase of property and equipment                                    -               (2,477)               (305,910)
             Decrease in restricted cash                                           -              300,000                       -
                                                                           ----------           ----------              ----------
             Net cash provided by (used in) investing
              activities                                                           -              297,523                (305,910)
                                                                           ----------            ---------               ---------
</TABLE>




The accompanying notes are an integral part of these financial statements.
                                  (Continued)





                                       5
<PAGE>   6
                              Antex Biologics Inc.
                        (a development stage enterprise)

              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                 THREE MONTHS                     AUGUST 3, 1991
                                                                                 ENDED MARCH 31                    (INCEPTION)
                                                                            ----------------------                     TO     
                                                                              1996             1997              MARCH 31, 1997
                                                                              ----             ----            ----------------
             <S>                                                       <C>                 <C>                    <C>
             FINANCING ACTIVITIES
             Net proceeds from sales of common stock and
                warrants and the exchange option                       $     277,062       $           -          $    11,606,170
             Net proceeds from exercise of
                warrants and stock options                                         -                   -                4,861,719
             Proceeds from sale and leaseback
                agreement                                                          -                   -                2,164,792
             Principal repayments on sale and
                leaseback agreement                                         (142,493)           (451,412)              (2,164,792)
             Proceeds from issuance of notes payable                               -                   -                  500,000
             Proceeds from sale of preferred stock                                 -                   -                  400,189
                                                                       -------------       -------------          ---------------
             Net cash provided by (used in)
                financing activities                                         134,569            (451,412)              17,368,078
                                                                       -------------       -------------          ---------------

             Net increase (decrease) in cash and
                cash equivalents                                            (479,115)           (682,278)               5,799,886

             Cash and cash equivalents at
                beginning of period                                          903,951           6,918,836                  436,672
                                                                       -------------       -------------          ---------------

             Cash and cash equivalents at
                end of period                                          $     424,836       $   6,236,558          $     6,236,558
                                                                       =============       =============          ===============

             SUPPLEMENTAL CASH FLOWS DISCLOSURES:

                Notes payable and accrued interest
                   converted to preferred stock                        $           -       $           -          $       509,109
                                                                       =============       =============          ===============

                Sale and leaseback of property and
                   equipment                                           $           -       $           -          $     2,099,175
                                                                       =============       =============          ===============
                Deferred compensation                                  $           -       $           -          $       191,189
                                                                       =============       =============          ===============
                Interest paid                                          $      38,762       $      10,123          $       699,248
                                                                       =============       =============          ===============

</TABLE>




The accompanying notes are an integral part of these financial statements.





                                       6
<PAGE>   7
                              Antex Biologics Inc.
                        (a development stage enterprise)

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 1996 AND 1997
                                  (UNAUDITED)

1.    GENERAL

      The Company commenced operations on August 3, 1991 and has been in the
development stage since its formation.  The Company's strategy has been to
focus on two primary proprietary core technologies with the goal of developing
and producing therapeutic products to prevent and treat infectious diseases and
their related disorders.

      The Consolidated Balance Sheet as of March 31, 1997, and the Consolidated
Statements of Operations for the three-month periods ended March 31, 1996 and
1997 and for the period August 3, 1991 (inception) to March 31, 1997, and the
Consolidated Statements of Cash Flows for the three-month periods ended March
31, 1996 and 1997 and for the period August 3, 1991 (inception) to March 31,
1997 have been prepared without audit. However, such financial statements
reflect all adjustments (consisting solely of normal recurring adjustments)
that are, in the opinion of management, necessary for a fair presentation of
the consolidated financial position of Antex Biologics Inc. and its subsidiary
at March 31, 1997, and the consolidated results of their operations and their
cash flows for the periods referred to above.

      Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  These financial statements should
be read in conjunction with the financial statements and notes thereto for the
fiscal year ended December 31, 1996 included in the Company's Annual Report on
Form 10-KSB.

      Certain reclassifications were made to the 1996 financial statements to
conform to the 1997 presentation.

      The results of operations for the period ended March 31, 1997 are not
necessarily indicative of the operating results anticipated for the fiscal year
ending December 31, 1997.

2.    STRATEGIC ALLIANCE

      On May 7, 1996, the Company executed definitive agreements with
SmithKline Beecham  Corporation  and  SmithKline  Beecham Biologicals
Manufacturing  s.a. ("SmithKline"), effective March 1, 1996, which established
a corporate joint venture, MicroCarb Human Vaccines Inc.("MCHV"), to develop
and commercialize human bacterial vaccines utilizing the Company's proprietary
technologies.  The agreements provide for the following:  a payment of
$3,000,000 to the Company in connection with SmithKline's acquisition of a
26.25% equity interest in MCHV; a payment of $2,400,000 to the Company to fund
research and development for the first year; additional committed research and
development funding of $2,600,000 through February 28, 1998 with SmithKline
having the





                                       7
<PAGE>   8
option to fund future years; two separate options granted to SmithKline
expiring October 1, 1997 and 1998, respectively, to acquire from the Company
additional equity interests in MCHV; an exchange option granted by the Company
to SmithKline enabling SmithKline to convert its equity interest in MCHV for up
to 4,793,685 shares of the Company's common stock, under specified conditions;
and a warrant granted by the Company to SmithKline enabling SmithKline to
acquire up to 7,682,637 shares of the Company's common stock, under specified
conditions, and only to the extent that stipulated options and warrants
previously granted and outstanding as of the date of the establishment of the
strategic alliance are exercised.  The agreements also provide for SmithKline
to make milestone payments and pay royalties to the MCHV; and for SmithKline to
reimburse the Company for expenses the Company incurs for agreed upon
production lots of vaccines for clinical trials, the conduct of agreed upon
clinical trials, and the agreed upon prosecution and maintenance of the
Company's patents and patent applications.  As further stipulated in the
agreements, SmithKline will be responsible for conducting additional clinical
trials, manufacturing, and sales and distribution.

      Revenue related to the human bacterial vaccine research and development
provided in connection with the strategic alliance has been recognized to the
extent of actual expenses incurred.  Amounts received but unearned have been
deferred.  Additional expenses that qualify as reimbursables due from
SmithKline pursuant to the provisions of the agreements, have been recognized
as revenue.

      For the three months ended March 31, 1997, the Company recognized revenue
related to human bacterial vaccine research and development and qualifying
reimbursable expenses of $1,213,362.  For the three months ended March 31,
1996, which included only the first month of the strategic alliance, revenue of
$229,951 was recognized.

3.    PROPERTY AND EQUIPMENT

      Effective February 28, 1997, the Company prepaid the remaining
outstanding principal balance arising from the sale and leaseback agreement
entered into in August 1993 and reacquired the related assets.


4.    EARNINGS PER SHARE

      In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 ("SFAS 128"), Earnings Per
Share, effective for financial statements for both interim and annual periods
ending after December 15, 1997.  SFAS 128 replaces the existing presentation
and calculation of primary and fully diluted earnings per share with basic and
diluted earnings per share.  The adoption of SFAS 128 is not expected to have a
material effect on the Company's earnings per share.     

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS

      The Company commenced operations in August 1991.  In December 1992, the
Company became a public company through an initial public offering of units
consisting of common stock and redeemable warrants.  In April 1995, the Company
completed a private placement of units consisting of common stock and Class B
warrants.  On May 7, 1996, the Company executed definitive agreements with
SmithKline Beecham Corporation and SmithKline Beecham Biologicals Manufacturing
s.a. ("SmithKline"), effective March 1, 1996, which established a corporate
joint venture, MicroCarb Human Vaccines Inc., to develop and commercialize
human bacterial vaccines utilizing the Company's proprietary technologies (see
Note 2 to the unaudited financial statements).





                                       8
<PAGE>   9
      The strategic alliance with SmithKline is consistent with one aspect of
the Company's overall strategy which, since its inception, has been to
establish strategic partnerships and to focus on researching technologies with
the goal of developing products for identifying, preventing and treating
infectious diseases.  The Company is operating as a development stage
enterprise.

RESULTS OF OPERATIONS

      Revenues for the first quarter of 1997 include the recognition of human
bacterial vaccine research and development support of $606,684 and reimbursable
expenses incurred of $606,678, pursuant to the strategic alliance with
SmithKline.  The Company also earned $83,486 from Small Business Innovation
Research grants.  Revenue for the comparable period in 1996 consisted of
$146,339 of human bacterial vaccine research and development support and
reimbursable expenses incurred of $83,612 in connection with the strategic
alliance.

      Research and development expenses in the first quarter of 1997 increased
96% in comparison to the first quarter of 1996.  The increase is due to costs
incurred in the conducting of clinical trials and the production of clinical
trial material, and to increased efforts and expenditures for additional
personnel resulting directly from the increase in activities attributable to
the strategic alliance with SmithKline.

      General and administrative expenses in the first quarter of 1997
increased 144% in comparison to the comparable period in 1996.  The increase is
attributable primarily to the fees incurred in connection with overseas patent
application filings, such fees being reimbursable to the Company pursuant to
the provisions of the strategic alliance with SmithKline.  The increase also
resulted from an increase in general legal fees and the timing of the costs
incurred associated with the annual stockholders meeting, which was held
earlier in 1997 than in 1996.

      The increase in interest income in the first quarter of 1997 reflects the
improved cash position of the Company.

      The decrease in interest expense in the first quarter of 1997 is due to
the continuing paydown on, and the payoff in February 1997 of the remaining
balance of, the obligation arising from the sale/leaseback agreement.

      The Company anticipates that its research and development expenses
related to human bacterial vaccines will continue to be substantial for the
foreseeable future and anticipates that sufficient funding will be provided
through the alliance entered into with SmithKline.  To fund other research and
development activities and general and administrative expenses, the Company
will be required to rely on its current assets and future financings.





                                       9
<PAGE>   10
LIQUIDITY AND CAPITAL RESOURCES

      Prior to its initial public offering, the Company funded its research and
development activities principally with the proceeds from private placements of
debt and equity securities.  Through such placements, the Company raised
$2,074,000 during 1992.

      As a result of the Company's initial public offering in December
1992/January 1993, the Company raised $8,280,000 in gross proceeds.  Costs
directly related to the offering, including underwriting discounts and
commissions, totalled approximately $1,530,000.  In August 1993, the Company
entered into a sale and leaseback agreement covering substantially all of the
Company's then-existing fixed assets, yielding net proceeds to the Company of
$2,164,792.

      As the result of a private placement completed in April 1995, the Company
raised $3,525,000 in gross proceeds.  Related offering costs and costs
associated with the initial registration of the securities for resale were
approximately $815,000.

      In connection with the entry into the strategic alliance with SmithKline,
the Company received $3,000,000 from the sale to SmithKline of a 26.25% equity
interest in MCHV, and $2,400,000, representing the first year's funding for
research and development of human bacterial vaccines.  In addition, the Company
is reimbursed for expenses that it incurs in connection with the agreed upon
production of lots of vaccines for clinical trials, the conduct of agreed upon
clinical trials, and the agreed upon prosecution and maintenance of the
Company's patents and patent applications.

      As a result of exercises and following a notice of redemption by the
Company, all of the Company's outstanding Class B warrants were exercised in
1996, resulting in gross proceeds of $5,072,000.  Fees associated with the
exercise of the warrants were approximately $211,000.

      During 1997, MCHV will continue to assess to which human bacterial
vaccine research projects resources will be allocated.  The Company currently
plans to utilize a portion of its available resources to pursue research and
development activities with the goal of researching drugs and evaluating
non-human vaccine applications.

      For 1997, the Company currently anticipates that it will increase its
total personnel by a minimum of five from a 1996 year end total of 20.

      As a development stage company, the Company's operating activities have
been limited primarily to research and development involving its proprietary
technologies, and accordingly, have generated limited revenues.  The Company is
currently scheduled to receive approximately $2,600,000 in 1997 in research and
development payments from SmithKline covering the period March 1, 1997 to
February 28, 1998.  Additionally, the costs incurred by the Company associated
with the conduct of a Phase II clinical trial for Campylobacter jejuni and
Phase I clinical trial for Helicobacter pylori, the production of vaccine lots,
and the prosecution of the Company's patents and patent applications are





                                       10
<PAGE>   11
reimbursable by SmithKline.  SmithKline's first option to increase its
ownership in MCHV, at a cost of $1,000,000, expires on October 1, 1997. 
Research currently being performed by the Company under a Phase II Small
Business Innovation Research grant from the National Institutes of Health
pertaining to the Company's vaccine for Chlamydia trachomatis, is anticipated
to generate approximately $315,000 in payments in 1997.  The Company is also
scheduled to receive a milestone payment from Pasteur Merieux Connaught of
$150,000 in 1997.

      In order to fully fund its operations over the longer term, the Company
will continue to seek additional financing.  The Company has no lines of
credit.  In seeking additional funding, the Company is examining a range of
possible transactions, including:  additional strategic alliances; the exercise
of the unit purchase option issued to the Placement Agent in connection with
the private placement; possible increases in research and development funding
by SmithKline; the exercise by SmithKline of its second option to increase its
equity in MCHV; and the exercise by SmithKline of its warrant to the extent
that it becomes exercisable.  In the case of the unit purchase option,
exercises will only occur when the market price of the common stock sustains a
level such that their exercise is economically justified.  Additional public
offerings and private placements, and the filing of additional applications for
Small Business Innovation Research grants are also possible sources of funds.
However, there is no assurance that additional funds will be available from
these or any other sources or, if available, as to the terms on which such
funds can be obtained.

ENVIRONMENTAL MATTERS

      The Company has been identified as a potentially responsible party by the
United States Environmental Protection Agency ("EPA") for a site cleanup in
Denver, Colorado, where the Company sent hazardous materials through a
contractor for disposal.  The EPA contacted approximately 800 potentially
responsible parties requesting additional information and listing manifests
which evidence shipments of each individual company's waste to the site.  Due
to the number of parties involved, the multiplicity of possible solutions, the
evolving technology and the years of remedial activity required, the Company is
unable to assess and quantify the extent of its total responsibility at the
site.  The liability for future remediation costs has been evaluated.
Management believes that any ultimate liability will not materially affect the
financial statements of the Company


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

<TABLE>
<CAPTION>
 Exhibit
 No.                      Description
 -------                  -----------
  <S>      <C>
  3.5      Certificate of Amendment of Certificate of Incorporation
</TABLE>





                                       11
<PAGE>   12
<TABLE>
  <S>      <C>
  11.1     Statement Re: Computation of Per Share Loss - Three Months Ended March 31, 1996 and 1997

  27.1     Financial Data Schedule
</TABLE>


REPORTS ON FORM 8-K

None




                                   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.



                                                  ANTEX BIOLOGICS INC.     
                                           -----------------------------------
                                                     (Registrant)
                              
 Date: May 14, 1997                        /s/ V. M. ESPOSITO                   
                                           -----------------------------------
                                           V. M. Esposito, President and
                                           Chief Executive Officer
                                           (Principal Executive Officer)
                              
 Date: May 14, 1997                        /s/ GREGORY C. ZAKARIAN             
                                           -----------------------------------
                                           Gregory C. Zakarian, Vice President,
                                           and Chief Financial Officer
                                           (Principal Financial Officer and
                                           Principal Accounting Officer)
                              





                                       12