SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934

For the fiscal year ended December 31, 1996.

Commission file no. 0-545.
                    -----

                               Moore Products Co.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

      Pennsylvania                                       23-1427830
------------------------                    ------------------------------------
(State of incorporation)                    (I.R.S. Employer Identification No.)

      Spring House, Pennsylvania                            19477-0900
---------------------------------------                 -------------------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code (215) 646-7400

Securities registered pursuant to Section 12(b) of the Act:  None

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

                           Common Stock, $1 Par Value
--------------------------------------------------------------------------------
                                (Title of class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].

The aggregate market value of voting stock held by nonaffiliates of the
Registrant (as explained on page 8) as of March 13, 1997, was approximately
$31,800,000.

Common stock outstanding at March 13, 1997, was 2,585,972 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual shareholders report for the year ended December 31, 1996,
are incorporated by reference into Parts II and IV of this report.

Portions of the proxy statement for the annual shareholders meeting to be held
May 1, 1997, are incorporated by reference into Part III of this report.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K [ ].

<PAGE>


                                     PART I

Item 1.  Business.

        Moore Products Co. ("Registrant") was originally organized in January 
1940, as a partnership and incorporated in the Commonwealth of Pennsylvania in 
December 1953.

        Registrant is in the business that develops, manufactures, sells, and
supports technical products and systems used in the measurement and control of
manufacturing processes. These include a broad range of technologically advanced
systems, industrial controls and instrumentation, dimensional measuring gages,
and high-precision metrology calibration systems. Many of Registrant's products
are of standard design and are sold from stock; some products are custom
engineered and manufactured to order.

        Industrial instruments measure and control temperature, pressure, flow
of liquid or gas, liquid level, and other variables found in process industries,
such as chemical, pharmaceutical, pulp and paper, and power and utility.
Metrology products, dimensional gages, and statistical process control systems
are used in quality-related applications in high-precision calibration
laboratories and in the manufacture of precision and discrete parts such as is
found in the automotive industry.

        Registrant uses digital electronic, analog electronic, pneumatic and
software technologies in the design of its products and does not specialize in
one particular technology.

        The business of the Registrant is primarily capital equipment and
related systems. As such, it is subject to the cyclical nature of commitments to
new or replacement manufacturing facilities and equipment by the industries that
it serves. The business of the Registrant is not generally seasonal, but from
time to time follows a pattern of higher shipments in the second half of the
calendar year in response to customer's capital expenditure cycles.

        During the past five years, the Registrant has introduced a series of
new product offerings intended to provide complete, advanced technological
solutions to industries seeking efficient control of their manufacturing
processes. These products range from remote field transmission and control
devices to sophisticated microcomputer-based control systems including both
hardware and software products. In many instances these products are linked
through a standard industry communication protocol and are custom configured to
meet unique requirements of specific customers. The innovative, technical
advances represented by some of these products have been formally 

                                       2

<PAGE>

recognized through industry awards. Increased sales volume in the past year is
attributed to customer acceptance of these newer products.

Markets:

        The principal markets for Registrant's products are the batch and
continuous process industries (including chemical, pulp and paper, power and
utility, pharmaceuticals, oil and gas, metals, synthetic fiber, and food and
beverage), precision discrete parts manufacturing industries (including machine
tool, aeronautical and automotive), and calibration laboratories. Certain of the
Registrant's systems products are sold in significant dollar amounts as part of
major customer projects. Changes in quarterly and annual sales can be
significantly influenced by the shipment of these orders.

Sales and Distribution:

         Registrant's United States sales are made primarily through
factory-trained employees of its own organization, located in its sales offices
in 40 cities. International sales and customer support are handled through a
combination of 12 subsidiaries and approximately 90 sales representatives
appointed by Registrant or its subsidiaries strategically located throughout the
world. Sales in Canada and Europe are made through Registrant's wholly-owned
Canadian, English, Dutch, Italian and French subsidiaries, Moore Products Co.
(Canada) Inc., Moore Products Co. (U.K.) Limited, Moore Products Co. B.V., Moore
Products Co. (Italia) S.r.l., and Moore Products Co. (France) SARL. Sales in the
Asia/Pacific region are also supported through wholly-owned subsidiaries in
Australia, Japan, and Singapore by Moore Products Co. (Australia) Pty. Ltd.,
Moore Products Co. (Japan) K.K., and Moore Products Co (S) Pte Ltd. Sales in
Mexico, India, Brazil and South Africa, which are not significant, are made
through jointly-owned subsidiaries, Moore Products de Mexico S.A. de C.V., Moore
Controls Pvt. Limited, T & M Controles Ltda. and Moore Controls S.A. (Pty.)
Ltd., respectively.

Raw Materials:

        In its manufacturing operation, Registrant uses common metals (aluminum,
brass, stainless steel), various synthetic materials, forgings and castings, and
electronic components. Registrant is experiencing no significant shortages in
raw materials at this time which would be expected to have a serious effect on
the delivery aspect of 


                                       3

<PAGE>

Registrant's business, although occasional disruption in the availability of
certain electronic components can impact the scheduled manufacture and shipment
of some products. In most instances, Registrant has more than one source of
supply for its material requirements.

Patents, Trademarks, and Licenses:

        Registrant applies for patents on inventions and developments which it
considers clearly patentable and desirable with respect to its products. As of
December 31, 1996, Registrant owned several unexpired United States patents and
unexpired international patents, none of which are considered individually to be
material to its business.

        Considered to be of greater importance to its business is Registrant's
"know-how" in manufacturing products, including those covered by patents which
have expired. Registrant has from time to time granted "know-how" licenses to
others, and has been licensed by others, to manufacture certain products, but
none of these licenses are believed to be material to the Registrant.

        Several of the Registrant's products are sold under trademarks, some of
which are registered. Examples of these include "VIEWPAC(TM)", "FIELDPAC(TM)",
"QUADLOG(R)", "APACS(R)", "XTC(R)", "LABMASTER(R)", and "LASERULER(R)". In
addition the Registrant conducts business under the registered trademarks of
"MOORE(R)" in block letters and logo form, "PRATT & WHITNEY(R)" and "P&W(R)" in
logo form, which provide unique identity within its industry.

Backlog:

        As of December 31, 1996, Registrant had a total consolidated backlog of
orders, believed by it to be firm, amounting to $46,110,000. Registrant expects
that substantially all such orders will be filled within the current fiscal
year. As of December 31, 1995, Registrant had a total consolidated backlog of
orders amounting to $36,997,000.

Competition:

        The process measurement and control industry is highly competitive and
subject to technological changes in both hardware and software development.
Registrant is a medium-sized company in the measurement and control of
manufacturing processes including continuous, batch, and discrete parts
manufacturing. It is one of a limited number of companies in the United States
with the capability to bid as manufacturer for 

                                       4

<PAGE>

complete process instrumentation projects, such as the instrumentation of a
chemical plant, an oil refinery, or a paper mill. Competition in Registrant's
industry has intensified as markets, customers and competitors have become
increasingly international in their focus. Registrant has attempted to maintain
its position in the industry by the quality and performance of its existing
products and technical innovation of new product developments so as to provide
customers with greater functionality and reliability than are available from
competitors. Relative price/performance, product features, availability, service
and support also are important factors.

        Registrant's principal competitors in the industry, most of whom are
considerably larger than the Registrant, are The Foxboro Company, a SIEBE
Company; ABB Process Automation, Inc., and ABB Kent-Taylor Inc., two divisions
of ABB Asea Brown Boveri, Inc.; Elsag Bailey Process Automation N.V.; the
Industrial Automation and Control Division of Honeywell, Inc.; Fisher-Rosemount,
a unit of Emerson Electric Co.; Marposs Gauges Corp.; and Illitron Division of
ITW.

Research Activities:

        The Registrant's products provide for integration of several complex
technologies including but not limited to electronics, physics, mechanical
design and software. Research and development has consistently been a central
strategic commitment. The Registrant views continued investment in new product
development as key to long-range success. Approximately $11,416,000 was spent
during 1996, $9,989,000 during 1995, and $8,593,000 during 1994 on
company-sponsored research activities relating to the development of new
products or the improvement of existing products. These amounts represent 8.0%,
8.3% and 8.5%, respectively, of total revenues. The amount spent on
customer-sponsored research activity was not significant in any of the years
covered. No costs associated with the development of software products are
capitalized.

Environment:

        Compliance with federal, state, and local provisions regulating the
discharge of materials into the environment or otherwise relating to the
protection of the environment is not expected to have a material effect on the
capital expenditures, earnings, or competitive position of Registrant and its
subsidiaries. Registrant's involvement in environmental actions, to date, has
been limited to situations where a 

                                       5

<PAGE>

former licensed waste hauler allegedly disposed of de minimis quantities of
waste materials from Registrant's United States plant to several land fill sites
in an unacceptable manner. Net costs to Registrant with respect to these actions
to date have been immaterial. Registrant presently does not anticipate that its
net uninsured costs with respect to these actions will be material and further
believes that potential monetary sanctions, if any, from any such governmental
actions will not exceed $100,000.

Number of Employees:

        Registrant and its subsidiaries had approximately 1,260 employees as of
December 31, 1996.

Foreign and Domestic Operations and Export Sales:

        Reference is made to Note J on page 20 of Registrant's Consolidated
Financial Statements contained in Exhibit 13 of this report.

Item 2.  Properties.

        Registrant's principal manufacturing facility and corporate office are
contained in a modern steel and masonry building of approximately 374,000 square
feet located on 154 acres in Spring House, Montgomery County, Pennsylvania. The
building and land at this facility are owned outright by Registrant. The
Registrant's Pratt & Whitney Division owns and occupies an 18,000 square foot
office and manufacturing facility in Plainville, Connecticut.

        Registrant's Canadian subsidiary, Moore Products Co. (Canada) Inc., is
located in a modern plant and office building of approximately 35,000 square
feet. The building is located on 89 acres of land in Brampton, Ontario, Canada.
Both the building and the land are owned outright by Registrant's subsidiary.

         Registrant's English subsidiary, Moore Products Co. (U.K.) Limited, is
located in a modern plant and office building of approximately 36,000 square
feet. The building is located on 5 acres of land in Yeovil, Somerset, England.
Both the building and land are owned outright by Registrant's subsidiary. Moore
Measurement Systems, a division of Moore Products Co. (U.K.) Limited, leases an
office and manufacturing facility of approximately 23,000 square feet in
Hitchin, Hertfordshire, England.

        The remaining international subsidiaries occupy leased premises.
Registrant's leases for branch sales offices and international subsidiaries in
the aggregate are not material.

                                       6

<PAGE>

         The equipment at Registrant's plants, principally machine tools,
assembly tools, and automatic testing equipment, some of which was built by
Registrant itself, is modern and in good condition. Equipment is generally owned
outright by Registrant.

        Registrant believes its facilities are adequate and suitable for its
purposes.

Item 3.  Legal Proceedings.

        There are no material pending legal proceedings, other than ordinary
routine litigation incidental to the business, to which the Registrant or any of
its subsidiaries is a party or of which any of their property is the subject.
See "Environment" in Part I, Item 1 of this report.

Item 4.  Submission of Matters to a Vote of Security Holders.

        No matters were submitted to a vote of security holders during the
fourth quarter of 1996.

Additional Information:

        The following information is furnished in this report pursuant to
Instruction 3 to Item 401(b) of Regulation S-K:

Executive Officers of the Registrant:

        Set forth below is certain information with respect to the executive
officers of Registrant as of March 13, 1997.

                            Positions and
Name of Officer       Age   Offices Held with Registrant
---------------       ---   ----------------------------

William B. Moore      54    President and Chief Executive Officer

Edward J. Curry       50    Executive Vice President and Chief Operating Officer
Edward M. Coll        47    Vice President-General Manager,
                            Systems Division

James McDonald        47    Vice President, Sales
Robert E. Wisniewski  43    Secretary and Treasurer

      Executive officers of Registrant are appointed annually by the Board of
Directors, to serve at the discretion of the Board until their successors are
appointed. All of the 

                                       7

<PAGE>

executive officers of Registrant have served in executive or related
administrative capacities with Registrant for over five years. Mr. Coll was
appointed Vice President-General Manager, Systems Division in May 1996.

                               ------------------

      For the purposes of calculating the aggregate market value of the shares
of the voting stock of the Registrant held by nonaffiliates, as shown on the
cover page of this report, the value of the Registrant's outstanding preferred
stock (which has voting rights and is convertible into common stock but is not
publicly traded), which is held entirely by affiliates, has not been included,
and it has been assumed that all the other outstanding voting shares (common
stock) were held by nonaffiliates except for the shares held or beneficially
owned by directors and executive officers of the Registrant, the Moore Products
Co. Pension Plan and by Frances O. Moore, widow of the late Coleman B. Moore,
founder of the Registrant. However, this should not be deemed to constitute an
admission that all directors and executives officers of the Registrant, the
Moore Products Co. Pension Plan and/or Frances O. Moore are, in fact, affiliates
of the Registrant, or that there are not other persons who may be deemed to be
affiliates of the Registrant. Further information concerning shareholdings of
executive officers, directors and principal shareholders of Registrant is
included in the Registrant's definitive proxy statement filed or to be filed
with the Securities and Exchange Commission.

                                       8

<PAGE>


                                     PART II

      As indicated in the following table, the information required to be
presented in Part II of this report is hereby incorporated by reference to
Registrant's Annual Report to Shareholders for the year ended December 31, 1996,
the relevant portions of which are set forth in Exhibit 13 to this report.

                                  Material in Annual Report to
                                  Shareholders for the year ended
                                  December 31, 1996, which is
                                  incorporated herein by reference
Form 10-K                         ------------------------------------------
Item No. and Item Caption                    Caption                    Page
-------------------------         ------------------------------------------

5     Market for Registrant's     "Shareholder Information"              22
      Common Equity and
      Related Stockholder
      Matters.

6     Selected Financial Data.    "Selected Financial Data"              22

7     Management's Discussion     "Report to Shareholders"               2-3
      and Analysis of Financial   "Management's Discussion
      Condition and Results of       and Analysis"                       8-9
      Operations.

8     Financial Statements and    "Consolidated Statements of
      Supplementary Data.            Operations"                         9
                                  "Consolidated Balance Sheets"          10
                                  "Consolidated Statements of
                                     Cash Flows"                         11
                                  "Notes to Consolidated
                                     Financial Statements"               12-20
                                  "Report of Independent Auditors"       21

Item 9.        Changes in and Disagreements with Accountants on Accounting and 
               Financial Disclosure.

      Not applicable.


                                        9

<PAGE>

                                    PART III

      As indicated in the following table, the information required to be
presented in Part III of this report is hereby incorporated by reference to the
Registrant's definitive Proxy Statement for its 1997 Annual Meeting of
Shareholders, to be filed with the Securities and Exchange Commission within 120
days of the end of the fiscal year covered by this report:

<TABLE>
<CAPTION>
                                            Material in Proxy Statement for 1997
                                            Annual Meeting which is incorporated
                                            herein by reference
Form 10-K                                   ------------------------------------
Item No. and Item Caption                                     Caption
-------------------------                   ------------------------------------

<C>                                         <C>                                            
10  Directors and Executive Officers of    "1.  ELECTION OF DIRECTORS" and "COMPLIANCE WITH
    Registrant.                            SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934"

11  Executive Compensation.                "ADDITIONAL INFORMATION"

12  Security Ownership of Certain          "Beneficial Ownership of Principal Shareholders and
    Beneficial Owners and Management.      Management"

13  Certain Relationships and Related      "Compensation of Directors"
    Transactions.

</TABLE>

                                       10

<PAGE>

                                     PART IV

Item 14.       Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

      (a)(1) The following consolidated financial statements of Registrant and
its subsidiaries, included in Registrant's Annual Report to Shareholders for the
year ended December 31, 1996, relevant portions of which are set forth in
Exhibit 13 to this report, are incorporated herein by reference:

      Consolidated Statements of Operations -
      Years ended December 31, 1996, 1995, and 1994

      Consolidated Balance Sheets - December 31, 1996
      and December 31, 1995

      Consolidated Statements of Cash Flows -
      Years ended December 31, 1996, 1995, and 1994

      Notes to Consolidated Financial Statements - December 31, 1996

      Report of Independent Auditors

                                       11

<PAGE>


      All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable and therefore have been
omitted.

      (a)(3)  Exhibits:

    Exhibit
    Number                                    Description
    ------                    --------------------------------------------------
       3a                     Articles of Incorporation. (Incorporated by
                              reference to Exhibit 3a to Registrant's Report on
                              Form 10-K for the fiscal year ended December 31,
                              1993.) Amendment to Articles of Incorporation.
                              (Incorporated by reference to Exhibit 3a to
                              Registrant's Report on Form 10-Q for the quarterly
                              period ended September 30, 1996.)

       3b                     By-Laws, as amended through May 2, 1991.
                              (Incorporated by reference to Exhibit 3b to
                              Registrant's Report on Form 10-K for the fiscal
                              year ended December 31, 1991.)

       4                      Instruments defining the rights of security
                              holders. (Reference is made to (i) Articles 5 and
                              10 of Registrant's Articles of Incorporation
                              (Exhibit 3a to this report) and (ii) Articles III,
                              IV, VIII, X and XIII of Registrant's By-Laws
                              (Exhibit 3b to this report).)

       10a                    Registration Rights Agreement entered into as of
                              December 18, 1995, between Moore Products Co. and 
                              Mellon Bank N.A., as trustee for the Moore 
                              Products Co. Pension Plan.   (Incorporated by 
                              reference to Exhibit 10 to Registrant's Report on 
                              Form 10-K for the fiscal year ended December 31,
                              1995.)

       10b*                   1994 Incentive Stock Option and Non-qualified 
                              Stock Option Plan. (Incorporated by reference to 
                              Exhibit 10 to Registrant's Report on Form
                              10-K for the fiscal year ended December 31, 1994.)

       10c*                   Form of agreement with Raymond M. Reed, dated June
                              7, 1996. (Incorporated by reference to Exhibit 10a
                              to Registrant's Report on Form 10-Q for the
                              quarterly period ended September 30, 1996.)

       10d*                   Form of agreement with Edward T. Hurd, dated June
                              13, 1996. (Incorporated by reference to Exhibit
                              10b to Registrant's Report on Form 10-Q for the
                              quarterly period ended September 30, 1996.)

                                       12

<PAGE>

       10e*                   Form of agreement with R. B. Adams, dated February
                              28, 1993. (Incorporated by reference to Exhibit 
                              10a to Registrant's Report on Form 10-K for the 
                              fiscal year ended December 31, 1992.)

       10f*                   Form of agreement with F. Lawton Hindle, dated
                              December 28, 1994. (Incorporated by reference to
                              Exhibit 10a to Registrant's Report on Form 10-K
                              for the fiscal year ended December 31, 1994.)

       11                     Statement Re:  Per Share Earnings.  
                              (Filed herewith.)

       13                     Incorporated by reference portions of the Annual 
                              Report to Shareholders for the year ended December
                              31, 1996.  (Filed herewith.)

       21                     Subsidiaries of Registrant. (Filed herewith.)

       23                     Consent of Independent Auditors. (Filed herewith.)

       27                     Financial Data Schedule. (Filed herewith.)

       *  Indicates a management contract, arrangement or compensatory plan.

                               -----------------

    (b) No reports on Form 8-K were filed by Registrant during the last quarter
of 1996.

                                       13
<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                 MOORE PRODUCTS CO.

                                 /s/W. B. Moore
                                 -----------------------------------------------
Date:  March 27, 1997            W. B. Moore, President and
                                 Chief Executive Officer

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

                                 /s/W. B. Moore
                                 -----------------------------------------------
Date:  March 27, 1997             W. B. Moore, President,
                                  Chief Executive Officer and Director


                                 /s/E. J. Curry
                                 -----------------------------------------------
Date:  March 27, 1997            E. J. Curry, Executive Vice President,
                                 Chief Operating Officer and Director


                                 /s/R. E. Wisniewski
                                 -----------------------------------------------
Date:  March 27, 1997            R. E. Wisniewski
                                 Secretary and Treasurer
                                 (Principal Financial & Accounting Officer)


                                 /s/R. B. Adams
                                 -----------------------------------------------
Date:  March 27, 1997            R. B. Adams, Director

                                 -----------------------------------------------
Date:                            F. L. Hindle, Director

                                 /s/E. T. Hurd
                                 -----------------------------------------------
Date:  March 27, 1997            E. T. Hurd, Director


                                 /s/J. O. Moore
                                 -----------------------------------------------
Date:  March 27, 1997            J. O. Moore, Director

                                 -----------------------------------------------
Date:                            T. C. Moore, Director

                                 -----------------------------------------------
Date:                            R. H. Owens, Director

                                 -----------------------------------------------
Date:                            R. M. Reed, Director

                                 /s/E. G. Rorke
                                 -----------------------------------------------
Date:  March 27, 1997            E. G. Rorke, Director


                                       14

<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number                              Description
-------            -------------------------------------------------------------
  3a               Articles of Incorporation. (Incorporated by reference to
                   Exhibit 3a to Registrant's Report on Form 10-K for the fiscal
                   year ended December 31, 1993.) Amendment to Articles of
                   Incorporation. (Incorporated by reference to Exhibit 3a to
                   Registrant's Report on Form 10-Q for the quarterly period
                   ended September 30, 1996.)

  3b               By-Laws, as amended through May 2, 1991. (Incorporated by
                   reference to Exhibit 3b to Registrant's Report on Form 10-K
                   for the fiscal year ended December 31, 1991.)

  4                Instruments defining the rights of security holders.
                   (Reference is made to (i) Articles 5 and 10 of Registrant's
                   Articles of Incorporation (Exhibit 3a to this report) and
                   (ii) Articles III, IV, VIII, X and XIII of Registrant's
                   By-Laws (Exhibit 3b to this report).)

  10a              Registration Rights Agreement entered into as of  December 
                   18, 1995, between Moore Products Co. and Mellon Bank N.A., as
                   trustee for the Moore Products Co. Pension Plan.   
                   (Incorporated by reference to Exhibit 10 to Registrant's 
                   Report on Form 10-K for the fiscal year ended December 31, 
                   1995.)

  10b              1994 Incentive Stock Option and Non-qualified Stock Option 
                   Plan.  (Incorporated by reference to Exhibit 10 to 
                   Registrant's Report on Form 10-K for the fiscal year ended
                   December 31, 1994.)

  10c              Form of agreement with Raymond M. Reed, dated June 7, 1996.
                   (Incorporated by reference to Exhibit 10a to Registrant's
                   Report on Form 10-Q for the quarterly period ended September
                   30, 1996.)

  10d              Form of agreement with Edward T. Hurd, dated June 13, 1996.
                   (Incorporated by reference to Exhibit 10b to Registrant's
                   Report on Form 10-Q for the quarterly period ended September
                   30, 1996.)

  10e              Form of agreement with R. B. Adams, dated February 28, 1993.
                   (Incorporated by reference to Exhibit 10a to Registrant's 
                   Report on Form 10-K for the fiscal year ended December 31, 
                   1992.)

  10f              Form of agreement with F. Lawton Hindle, dated December 28,
                   1994. (Incorporated by reference to Exhibit 10a to
                   Registrant's Report on Form 10-K for the fiscal year ended
                   December 31, 1994.)

  11               Statement Re:  Per Share Earnings.  (Filed herewith.)

                                       15

<PAGE>

  13               Incorporated by reference portions of the Annual Report to 
                   Shareholders for the year ended December 31, 1996.  
                   (Filed herewith.)

  21               Subsidiaries of Registrant. (Filed herewith.)

  23               Consent of Independent Auditors. (Filed herewith.)

  27               Financial Data Schedule. (Filed herewith.)

                                       16