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 September 30, 1996
                                        
             (  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                        
                                        
                             Commission file number
                                     0-20514
                                        
                        CORPORATE RENAISSANCE GROUP, INC.
              Exact name of Registrant as specified in its charter
                                        
          Delaware                           13-3701354
      (State or other jurisdiction          (I.R.S. Employer
      of incorporation or organization)     Identification No.)
          
          
        1185 Avenue of the Americas          10036
            18th Floor                       (Zip Code)
          New York, New York
     (Address of principal executive offices)
          
                  Registrant's telephone number: (212) 730-2000
                                        
                                        
           Securities registered pursuant to Section 12(b) of the Act:
                                        
                                                  Name of each exchange
        Title of each class                          on which registered
                                        
                                      NONE
                                        
           Securities registered pursuant to Section 12(g) of the Act:
                                        
                     Common Stock, par value $.01 per share
                                (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 period that the  Registrant  was
required  to  file  such  reports)  and (2) has  been  subject  to  such  filing
requirements for the past 90 days.
Yes X   No

Indicate  by check mark if disclosure of delinquent filers pursuant to Item  405
of  Regulation S-K (229.405 of this chapter) 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>
              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:


Indicate  by  check  mark  whether the Registrant has filed  all  documents  and
reports  to be filed by Sections 12, 13 or 15(d) of the Securities Exchange  Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.

Yes X   No


The number of shares outstanding of the Registrant's Common Stock is 944,400 (as
of December 16, 1996).

The  aggregate  market value of the voting stock held by non-affiliates  of  the
Registrant is approximately $6,549,231 (as of December 16, 1996).


                       DOCUMENTS INCORPORATED BY REFERENCE
                                        
                                      NONE
                                        

<PAGE>
                                        
                                        
                           Forward-Looking Statements

      This  Report  contains,  in addition to historical  information,  forward-
looking  statements regarding Corporate Renaissance Group, Inc. (the "Company"),
which represent the Company's expectations or beliefs including, but not limited
to,  statements  concerning  the  Company's operations,  performance,  financial
condition,  business strategies and other information.  For  this  purpose,  any
statements  contained in this Report that are not statements of historical  fact
may be deemed to be forward-looking statements.  Without limiting the generality
of   the   foregoing,   words  such  as  "may,"  "will,"  "expect,"   "believe,"
"anticipate,"  "intend," "could," "estimate," or "continue" or the  negative  or
other  variations  thereof or comparable terminology are  intended  to  identify
forward-looking statements.  The statements by their nature involve  substantial
risks and uncertainties, certain of which are beyond the Company's control,  and
actual  results  may  differ  materially depending on  a  variety  of  important
factors,  including  those  described in this Report  and  the  Company's  other
filings with the Securities and Exchange Commission.


<PAGE>


                                     PART I

ITEM 1.             BUSINESS

Introduction

      Corporate  Renaissance Group, Inc. (the "Company") is  a  non-diversified,
closed-end  management investment company which has elected to be treated  as  a
special  type  of  investment  company known as a business  development  company
("BDC") under the Investment Company Act of 1940 (the "1940 Act") as amended  by
the  Small  Business  Incentive Act of 1980.  The Company's  primary  investment
objective  is  to achieve long-term capital appreciation through investments  in
companies  ("Portfolio  Investments"), which the Company  believes  have  viable
existing businesses generating substantial revenues in established markets,  but
which have recently completed, are in the process of undergoing or are likely to
undergo  a  financial  restructuring pursuant to  bankruptcy  or  reorganization
proceedings  or  on  a negotiated basis outside of bankruptcy or  reorganization
proceedings  (a "Reorganized Company") and where, as a result, the  Company  can
ultimately  obtain an equity position (either common or preferred  stock)  at  a
discount  from  market value for comparable companies that are  not  financially
troubled.   Such  investments are not generally available to the public  because
they  require  large  financial  commitments  and,  in  some  cases,  managerial
assistance.  The Company may make these investments either on its own or,,  more
likely,  jointly with other investors, including investment partnerships managed
or  advised by M.D. Sass Investors Services, Inc. (the "Investment Adviser") and
its  affiliates.  Any investments with affiliates of the Company will be subject
to  restrictions  under the 1940 Act and conditions set forth  in  an  exemptive
order  granted  by  the  Securities and Exchange  Commission  (the  "SEC").   In
addition  to  Portfolio Investments the Company may invest in other  securities,
including  securities  of financially distressed companies,  where  the  Company
believes  that  it  can generate capital appreciation by engaging  in  portfolio
trading ("Other Investments").

     The Company has retained the Investment Adviser as the Company's investment
adviser  to  identify,  negotiate,  manage and  liquidate  investments  for  the
Company.  The Company invests only in transactions recommended by the Investment
Adviser.  The activities of the Investment Adviser on behalf of the Company  are
subject to supervision by the independent directors of the Company.

      The  Company is deemed to have commenced operations on November  1,  1994,
when  the  Company  consummated  an  initial  public  offering  ("IPO")  and   a
contemporaneous  placement  to foreign institutional  investors  (the  "Overseas
Placement").   Since that time, the Company has made two Portfolio  Investments.
In December 1994, the Company made an investment in the common stock of Leaseway
Transportation  Corp.  ("Leaseway"),  a concern  engaged  in  transportation  of
automobiles,  light,  trucks, automotive parts and related  services;  dedicated
carriage for shippers; and leasing drivers and other personnel to industrial and
commercial  customers.  In April 1995 Leaseway was acquired for cash  by  Penske
Dedicated Logistics Corp.  In August 1995 the Company made an investment in  the
senior secured bank debt of Wherehouse Entertainment, Inc. ("Wherehouse"), which
operates  a chain of entertainment retail stores in the Western U.S.  Wherehouse
and its parent had filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code.  The Company sold its investment in Wherehouse to
a third party in June 1996.

      In  addition  to  the foregoing, since November 1, 1994  (commencement  of
operations), the Company has invested, subject to applicable restrictions  under
the  1940  Act,  in Other Investments of equity and debt securities  of  various
companies.

      On  November  25,  1996, the Company's Board of Directors  authorized  the
implementation of an open market share repurchase program, pursuant to which the
Company, from time to time, may purchase up to an aggregate of 175,000 shares of
its  Common  Stock in open market transactions.  As of December  16,  1996,  the
Company had repurchased 11,700 shares pursuant to this program.

      The  Company was incorporated in Delaware on June 19, 1992.  The Company's
executive  offices are located at 1185 Avenue of the Americas, 18th  Floor,  New
York, New York 10036 and its telephone number is (212) 730-2000.

Investment Objectives and Policies

      The  Company  generally seeks to acquire a controlling  (25%  or  greater)
equity  interest (either common or preferred stock) in a Reorganized Company  by
investing  directly in a company either by acquiring common or  preferred  stock
from  existing  stockholders  (in the case of a Reorganized  Company  which  has
completed  a Restructuring) or debt from existing creditors (in the  case  of  a
company  which  is  in  the  process of undergoing  a  Restructuring)  which  it
anticipates  will  then  be  converted to  common  or  preferred  stock  in  the
Restructuring.

     In selecting Portfolio Investments, the Company targets potential companies
that satisfy the following criteria, among others:

--    $50  million  in annualized revenues generated by a core  business  in  an
established market;

--    operating profitability (earnings before interest and taxes) of  the  core
business or the potential to achieve operating profitability within 12 months of
the Restructuring;

--    a  credible  Restructuring plan developed or capable of  being  developed,
which  in  the  opinion of the Investment Adviser, will result  in  the  Company
realizing  positive cash flow within a reasonable period of time  following  the
implementation thereof;

--    competent  operating management in place or to be retained  in  connection
with the Restructuring;

--    ability  of  the Company to obtain a controlling position  in  the  equity
securities of a portfolio company at a discount from market value for comparable
companies which are not financially troubled; and

--   potential to develop a liquid market for the securities held by the Company
in the Reorganized Company within 12 months of the Restructuring.

      The Company's investment objectives (other than its election to be treated
as a BDC and its primary investment objective of making Portfolio Investments in
Reorganized  Companies)  may be changed by the Board of  Directors  without  the
approval of holders of a majority of the Company's outstanding voting securities
as  defined  in  the 1940 Act.  The withdrawal of the Company's election  to  be
treated  as  a BDC would require such stockholder approval and the Company  will
not change its primary investment objective without stockholder approval.

      The  Company believes that because of the proliferation of leveraged  buy-
outs  in  the 1980's, the economic recession of the early 1990's and the  record
levels of high-yield debt issuances during the past several years, there  are  a
large number of companies that have undergone, are undergoing or will undergo  a
Restructuring  over  the  next several years in order to  remain  viable.   Such
companies  typically  undertake Restructurings because of high  levels  of  debt
and/or  problems with operating management.  Additional capital may be  required
by a Reorganized Company to effect a Restructuring or finance post-Restructuring
operations.  Further, a Reorganized Company may require managerial assistance in
certain   instances  to  negotiate  the  terms  of  a  proposed   Restructuring,
renegotiate   the  terms  of  a  completed  Restructuring  where  debt   service
requirements  continue  to  adversely  affect  operating  results,  retain   new
operating   management   and/or  favorably  renegotiate   existing   contractual
commitments.   In a Restructuring, creditors are often issued equity  securities
in  a  Reorganized Company (generally common or preferred stock) for which there
may  be  no  or only a limited market.  Certain creditors, in particular  senior
lenders,  may not desire to or may be restricted in their ability to  hold  such
equity securities for extended periods of time.

      The  Company  believes  that  it will be able  to  invest  in  Reorganized
Companies at discounts from market values for comparable companies which are not
financially  troubled,  because  it  may be  offering  necessary  capital  to  a
Reorganized Company in the case of a direct investment and liquidity to  holders
of  equity,  bank  debt, debt securities and/or trade credits in  a  Reorganized
Company  in  the case of a purchase from such parties.  Although the Company  is
focusing  its  efforts  on Reorganized Companies which  have  completed  or  are
undergoing  a  Restructuring,  the Company may seek  to  invest  in  financially
troubled  companies which intend to undergo a Restructuring and where a credible
plan  to  effect such Restructuring has been, or in the opinion of the  Company,
can  be developed.  The Company only invests in transactions recommended by  the
Investment Adviser.

      Up  to  30%  of  the  Company's total assets  may  be  invested  in  Other
Investments  including securities of Reorganized Companies or other  financially
distressed  companies,  where  the  Company's  objective  is  not  to  obtain  a
controlling interest, but rather where it believes capital appreciation  can  be
achieved  by engaging in portfolio trading.  Income or realized gains from  this
portion  of  the Company's portfolio will be used in part to pay  the  Company's
operating  expenses, including legal and auditing fees, taxes and  fees  to  the
Investment Adviser.

      Given  the  amount of its capital resources (including that which  may  be
available from co-investors as described below), the Company estimates  that  it
will  be  able to make Portfolio Investments in between one and four Reorganized
Companies  at  any  one  time and therefore will most  likely  not  be  able  to
diversify  its  portfolio.  However, in order to provide as much diversification
as  possible,  the Company will likely make its investments jointly  with  other
investors including affiliates of the Investment Adviser.  Any investments  with
affiliates of the Company will be subject to restrictions under the 1940 Act and
conditions set forth in an exemptive order granted by the SEC.

      Following  an  initial  investment, the Company anticipates  that  it  may
provide  additional  funds  to a company.  Follow-on  investments  may  be  made
pursuant  to  rights to acquire additional securities or otherwise in  order  to
increase  the Company's position in a successful or promising portfolio company.
The  Company  may  also be called upon to provide follow-on  investments  for  a
number of other reasons, including providing additional capital to a company  to
implement  fully  its business plans, to develop a new line of  business  or  to
recover  from  subsequent unexpected business problems.   The  Company  may  use
leverage  (i.e., borrowed funds or senior securities) to raise all or a  portion
of  the  funds  required  to  make  follow-on investments,  subject  to  certain
restrictions.  The Company may also borrow to fund general working capital needs
including  paying operating expenses.  In addition, the Company  may  issue  its
securities  to  purchase  the  assets of or a controlling  interest  in  another
company or companies.

Regulation

      The following is a summary description of the 1940 Act as modified by  the
Incentive Act as applied to BDCs.  The Company elected to be treated as a BDC on
August  3,  1992.   The  Company may not withdraw  its  election  without  first
obtaining the approval of a majority of its outstanding voting securities.

      Generally, to be eligible to elect BDC status, a company must be primarily
engaged  in  the  business  of furnishing capital and  managerial  expertise  to
companies  which  do  not  have  ready access to  capital  through  conventional
financial  channels  and/or  are in financial difficulty,  which  companies  are
termed "portfolio companies."  More specifically, in order to qualify as a  BDC,
a  company must (i) be a domestic company; (ii) have registered a class  of  its
equity  securities or have filed a registration statement with the SEC  pursuant
to  Section 12 of the Securities Exchange Act; (iii) operate for the purpose  of
investing  in  the  securities of certain types of portfolio companies,  namely,
immature or emerging companies and businesses suffering or just recovering  from
financial  distress;  (iv) extend significant managerial assistance  to  certain
portfolio  companies;  (v)  have  a majority of  "disinterested"  directors  (as
defined in the 1940 Act); and (vi) file (or, under certain circumstances, intend
to file) a proper notice of election with the SEC.

      An eligible portfolio company generally is a United States company that is
not  an  investment  company and that (i) does not have a  class  of  securities
registered  on an exchange or included in the Federal Reserve Board's  over-the-
counter  margin list; (ii) has total assets of $4.0 million or less and  capital
and  surplus  of  more  than $2.0 million (with respect  to  which  category  of
portfolio  company no managerial assistance need be offered); (iii) is  actively
controlled by a BDC and has an affiliate of a BDC on its board of directors;  or
(iv)  meets such other criteria as may be established by the SEC.  Control under
the 1940 Act is presumed to exist where a BDC owns 25% of the outstanding voting
securities of the portfolio company.

      The  1940 Act prohibits or restricts the Company from investing in certain
types  of  companies, including brokerage firms, insurance companies, investment
banking   firms  and  investment  companies.   Moreover,  while  the  1940   Act
contemplates  that a BDC will invest in concerns other than "eligible  portfolio
companies,"  the  type  of assets that the Company may  acquire  is  limited  to
"qualifying  assets"  and certain assets necessary for its operations  (such  as
office  furniture, equipment and facilities) if, at the time of the acquisition,
less  than  70%  of  the  value of the Company's assets consists  of  qualifying
assets.   Qualifying  assets include:  (1) securities  of  companies  that  were
eligible  portfolio companies at the time the Company acquired their securities;
(2) certain securities of bankrupt or insolvent companies that are not otherwise
eligible  portfolio companies; (3) securities acquired as follow-on  investments
in companies that were eligible portfolio companies at the time of the Company's
initial  acquisition  of their securities but are no longer  eligible,  provided
that  the Company has maintained a substantial portion of its initial investment
in those companies; (4) securities received in exchange for or distributed on or
with  respect to any of the foregoing; and (5) cash items, government securities
and  high-quality short-term debt.  The 1940 Act also places restrictions on the
nature of the transactions in which, and the person from whom, securities can be
purchased in order for the securities to be considered qualifying assets.   Such
restrictions include limiting purchases to transactions not involving  a  public
offering  and  acquiring securities from either the portfolio company  or  their
officers, directors or affiliates.

      The  Company is permitted by the 1940 Act, under specified conditions,  to
issue  multiple  classes of senior debt, a single class of preferred  stock  and
other  senior  securities.  The Company currently has no  policy  regarding  the
issuance of senior securities.

     The Company may sell its securities at a price that is below the prevailing
net asset value per share only upon the approval by the holders of a majority of
its   outstanding  voting  securities,  including  a  majority,  of  the  voting
securities held by non-affiliated persons.  As defined in the 1940 Act, the term
'majority  of  the Company's outstanding voting securities' means  the  vote  of
(i)  67%  or  more  of the Company's Common Stock present at a meeting,  if  the
holders  of  more  than  50%  of the outstanding Common  Stock  are  present  or
represented by proxy, or (ii) more than 50% of the Company's outstanding  Common
Stock, whichever is less.

      Most of the transactions involving the Company and its affiliates (as well
as  affiliates  of  those affiliates) which were prohibited  without  the  prior
approval  of the SEC under the 1940 Act prior to its amendment by the  Incentive
Act  now  require the prior approval of a majority of the Company's  independent
directors  and a majority of the directors having no financial interest  in  the
transactions.    However,   certain  transactions  involving   certain   closely
affiliated  persons  of  the  Company, including  its  directors,  officers  and
employees, may still require the prior approval of the SEC.  In general, (i) any
person  who  owns, controls or holds with power to vote, more  than  5%  of  the
Company's  outstanding  Common  Stock; (ii) any  director,  officer  or  general
partner  of  that  person;  and  (iii) any person  who  directly  or  indirectly
controls,  is controlled by, or is under common control with, that person,  must
obtain  the prior approval of a majority of the Company's independent  directors
and,  in  some  situations, the prior approval of the SEC,  before  engaging  in
certain  transactions  involving the Company or any company  controlled  by  the
Company.   See "Conflicts of Interest" above with respect to an exemptive  order
granted by the SEC in November 1994 which sets forth certain conditions for  co-
investments with affiliates.  In accordance with the 1940 Act, a majority of the
members of the Company's Board of Directors are independent.  See "Management --
Officers  and Directors."  The 1940 Act generally does not restrict transactions
between the Company and portfolio companies in which the Company invest.

     The Company may seek to maximize stockholder value by dissolving or merging
with  another  corporation (including a company in which it has made  a  Managed
Investment) and withdraw its election to be treated as a BDC.  While a  BDC  may
change  the nature of its business so as to cease being a BDC (and in connection
therewith withdraw its election to be treated as a BDC) only if authorized to do
so  by a majority of its outstanding voting securities, stockholder approval  of
changes  in  other fundamental investment policies of a BDC is not required  (in
contrast  to  the  general 1940 Act requirement of stockholder  approval  for  a
change  in  any fundamental investment policy).  Notwithstanding the  foregoing,
the  Company agreed with the underwriter of the IPO that it will not change  its
primary  investment  objective  of  making Managed  Investments  in  Reorganized
Companies without stockholder approval.  Other than its status as a BDC and  its
primary  investment objective, none of the Company's objectives or policies  are
deemed fundamental.

Competition

     Given the size of the Company's assets, the Company's portfolio will likely
not be diversified and the Company will not be able to achieve the same level of
diversification  as  much  larger entities engaged in similar  activities.   The
Company expects to encounter substantial competition for investments from  other
investors,  including  entities having similar investment objectives,  including
other  business development companies, investment or so-called "vulture"  funds,
investment  affiliates  of  large  industrial  and  financial  companies,  small
business  investment companies and wealthy individuals.  Many of these investors
will  have  greater experience, financial resources and managerial  capabilities
than the Company and therefore will be in a better position than the Company  to
obtain access to attractive investments.

Employees

      The  Company has no employees other than its officers and, because of  the
Financial  Advisory Agreement with the Investment Adviser, is  not  expected  to
have any additional employees.


ITEM 2.        PROPERTIES

      The  Company presently occupies office space in facilities located at 1185
Avenue of the Americas, New York, New York, which space is also occupied by  the
Investment Adviser.  The cost of all necessary office space is included  in  the
fees  to  be  paid by the Company to the Investment Adviser under the  Financial
Advisory Agreement between the Company and the Investment Adviser.

ITEM 3.             LEGAL PROCEEDINGS

     None.

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

     None.
                                        
                                        
<PAGE>
                                        
                                        
                                     PART II

ITEM 5.             MARKET FOR REGISTRANT'S COMMON EQUITY AND
          RELATED STOCKHOLDER MATTERS

     (a)  Market Information

      Since October 25, 1994, the Company's Common Stock has been listed on  the
Nasdaq  Small Cap Market under the symbol CREN.  The following table sets forth,
for  the period indicated, the range of high and low prices for the Common Stock
as  reported  by Nasdaq.  These quotations represent prices between dealers,  do
not  include  retail  markups, markdowns or commissions and do  not  necessarily
represent actual transactions:

<TABLE>
<CAPTION>
                                        Common Stock

                                     High            Low
<S>                                <C>            <C>

Calendar 1994

Fourth Quarter
(commencing October 25, 1994)      $10-1/4        $9-3/4


Calendar 1995

First Quarter                      11             9-1/2
Second Quarter                     11-1/8         8-5/8
Third Quarter                      11             8-1/4
Fourth Quarter                     10             9

Calendar 1996

First Quarter                      10-1/8         8-5/8
Second Quarter                     9              8-1/8
Third Quarter                      8-3/8          7-1/4

</TABLE>

     (b)  Holders

      At December 16, 1996, there were approximately 15 holders of record of the
Company's Common Stock.  The Company believes the number of beneficial owners of
its Common Stock is in excess of 300.

     (c)  Dividends

      The  Company has not paid any cash dividends since its inception  and  the
Board  of  Directors  does not contemplate doing so in  the  near  future.   Any
decision  as  to  future payment of dividends will depend on  the  earnings  and
financial  position  of  the Company and such other  factors  as  the  Board  of
Directors deems relevant.


ITEM 6.             SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                   Period from
                                                              November 1, 1994
                                                              (Commencement of
                                       Year Ended or at   Operations) to or at
                                      September 30, 1996    September 30, 1995
<S>                                          <C>                   <C>
Operating Data:
Net operating loss
 before security transactions                  $(471,831)           $(821,159)
Net realized gains/(losses)
 from portfolio investments                  $(1,123,937)           $2,593,738
Net realized gains/(losses)
 from other investments                        $(101,045)             $238,526
Change in net unrealized
 appreciation/(depreciation)
 from portfolio investments                    $(127,394)             $127,394
Change in net unrealized
 appreciation/(depreciation)
 from other investments                      $(1,817,064)           $4,351,827
Income tax benefit/(expense)
 arising from net realized
 gains and net unrealized
 appreciation in investments                   $1,065,538         $(2,502,545)
Net increase/(decrease) in
 net assets resulting from
 operations                                  ($2,575,733)           $3,987,781

Per Share Amounts:
Net Asset Value, beginning
 of period                                         $12.36               $10.00
Common Stock offering costs
 of initial public offering                          ----               (1.81)
Net operating loss before
 security transactions                              (.50)                (.86)
Net realized gains/(losses)
 from sales of investments                          (.85)                 1.95
Change in net unrealized
 appreciation/(depreciation)
 of investments held                               (1.35)                 3.08
                                              ___________          ___________
Net Asset Value, end of period                $      9.66          $     12.36
                                              ___________          ___________

Balance Sheet Data:
Total Assets                                  $10,079,562          $14,542,064
Net Assets                                    $ 9,236,869          $11,812,602

Total Return Based on:
Stock Price                                      (16.88%)              (3.75%)
Net Asset Value                                  (21.85%)               23.60%

</TABLE>

ITEM 7.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

      Prior  to November 1, 1994 the Company had only nominal assets and focused
its  efforts on raising capital in the IPO and Overseas Placement.  On  November
1,  1994, the Company consummated the IPO, in which it sold 600,000  shares  of
Common  Stock  at  a price of $10.00 per share, and the Overseas  Placement,  in
which  it  sold 356,000 shares of Common Stock at a price of $10.00  per  share.
Proceeds  from  the  IPO  and the Overseas Placement  were  $7,823,821,  net  of
underwriting  discounts,  the underwriters' non-accountable  expense  allowance,
placement fees and other expenses associated with the offerings.  The Company is
deemed to have commenced operations on November 1, 1994.

      The  Company's  primary source of working capital has been  the  remaining
proceeds  from the IPO as well as proceeds generated from investment activities.
At  September 30, 1996, the Company had cash and cash equivalents of $509,257 as
compared to $2,093,863 at September 30, 1995.

Results of Operations

     Year  ended  September 30, 1996 ("fiscal 1996") as compared to period  from
     November  1,  1994  (commencement  of operations)  to  September  30,  1995
     ("fiscal 1995")

      During fiscal 1996, the Company had interest income of $28,901 as compared
to  interest income of $244,846 in fiscal 1995.  The decline in interest  income
reflects the increased percentage of the Company's assets invested in other than
cash  or  cash equivalents.  Operating expenses during fiscal 1996 were $739,695
as  compared  to  $1,492,820 in fiscal 1995.  This decrease is  attributable  in
large  part  to  $996,947  in incentive fees payable to the  Investment  Adviser
accrued  during fiscal 1995 as compared to $224,128 in fiscal 1996.  For  fiscal
1996  the  Company  had  a pre-tax operating loss and a net  operating  loss  of
$710,794  and  $471,831, respectively, as compared to a  pre-tax  loss  and  net
operating loss for fiscal 1995 of $1,247,974 and $821,159, respectively.   Since
the  Company  typically  does  not purchase securities  with  the  objective  of
generating  investment  income, net operating losses are expected  to  routinely
occur.

      During  fiscal  1996, the Company had net realized  losses  from  sale  of
investments  of  $1,224,982  as  opposed to net  realized  gains  from  sale  of
investments of $2,832,264 during fiscal 1995.  For fiscal 1996, the Company  had
net  unrealized  depreciation of investments of $1,944,458, as compared  to  net
unrealized  appreciation of investments of $4,479,221 in  fiscal  1995.   During
fiscal 1995, the Company recorded a gain on the sale of its Portfolio Investment
in Leaseway.  During fiscal 1996, the Company realized losses on the sale of its
Portfolio  Investment  in  Wherehouse and a  decline  in  valuation  of  another
investment.  For fiscal 1996, the Company had net realized and unrealized losses
on  investments of $2,103,902, as compared to net realized and unrealized  gains
on  investments  of $3,987,781 for fiscal 1995 and after giving  effect  to  net
operating  losses,  a  decrease  in  net assets  resulting  from  operations  of
$2,575,733 in fiscal 1996, as compared to a net increase in net assets resulting
from operations of $3,987,781 in fiscal 1995.

Net Asset Value

     At September 30, 1996, the Company had a net asset value of $9.66 per share
of  Common  Stock,  a decrease of $2.70 per share from the net  asset  value  of
$12.36 per share of Common Stock at September 30, 1995.


<PAGE>


ITEM 8.             FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX

                                                       Page


Independent Auditor's Report                             F-

Statements of Assets and Liabilities
as of September 30, 1996 and September 30, 1995          F-

Statement of Operations as of September 30, 1996
and for the Period from November 1, 1994
Commencement of Operations) to September 30, 1995        F-

Statements of Changes in Net Assets for the
Years ended September 30, 1996 and
September 30, 1995 and for the period from
January 1, 1994 to September 30, 1994                    F-

Statements of Cash Flows for the Years ended
September 30, 1996 and September
30, 1995 and for the Period from
January 1, 1994 to September 30, 1994                    F-

Schedule of Investments, September 30, 1996              F-

Schedule of Call Options Written, September 30,1996      F-

Notes to Financial Statements                            F-

<PAGE>

ERNST & YOUNG LLP
787 Seventh Avenue
New York, New York 10019
Phone:  212 773 3000


                         Report of Independent Auditors

Board of Directors
Corporate Renaissance Group, Inc.

We  have  audited  the  accompanying statements of  assets  and  liabilities  of
Corporate  Renaissance Group, Inc. as of September 30, 1996 and 1995,  including
the schedule of investments and schedule of call options written as of September
30,  1996,  and the related statement of operations for the year ended September
30,  1996  and for the period from November 1, 1994 (commencement of operations)
to September 30, 1995 and the statements of changes in net assets and cash flows
for the year ended September 30, 1996, the year ended September 30, 1995 and for
the  period  from  January  1,  1994 to September  30,  1994.   These  financial
statements   are   the   responsibility  of  the  Company's   management.    Our
responsibility is to express an opinion on these financial statements  based  on
our audits.

We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the financial statements.  Our audit  procedures
included   confirmation   of  securities  owned  at  September   30,   1996   by
correspondence  with  the custodian; where confirmation  was  not  possible,  we
satisfied ourselves by other audit procedures.  An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well  as  evaluating the overall financial statement presentation.   We  believe
that our audits provide a reasonable basis for our opinion.

In  our  opinion, the financial statements referred to above present fairly,  in
all  material  respects, the financial position of Corporate Renaissance  Group,
Inc.  at September 30, 1996 and 1995, and the results of its operations for  the
year  ended  September  30,  1996  and for the  period  from  November  1,  1994
(commencement of operations) to September 30, 1995 and changes in net assets and
cash  flows for the year ended September 30, 1996, the year ended September  30,
1995 and for the period from January 1, 1994 to September 30, 1994 in conformity
with generally accepted accounting principles.

                              /s/ Ernst & Young LLP
October 11, 1996

<PAGE>


                        CORPORATE RENAISSANCE GROUP, INC.
                      STATEMENTS OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
ASSETS                                 SEPTEMBER 30, 1996     SEPTEMBER 30,1995

<S>                                           <C>              <C>
Investments in securities, at
 market value (cost $6,663,601
 and $7,949,461 respectively)                 $ 9,217,962       $12,438,808
Cash and cash equivalents                         509,257         2,093,863
Income taxes receivable                           345,511
Accrued interest receivable                           585             2,900
Other assets                                        6,247             6,493
                                               ____________    _____________
TOTAL ASSETS                                   10,079,562        14,542,064

LIABILITIES
Call options written, at market value
 (premiums received $41,827 and
 $22,999 respectively)                             61,425            33,125
Accrued incentive fee payable                                       996,947
Income taxes payable                                                132,008
Accounts payable and accrued expenses              31,659            34,182
Deferred taxes payable                            749,609         1,533,200
                                                ____________    _____________
TOTAL LIABILITIES                                 842,693         2,729,462
                                                ____________    _____________
NET ASSETS                                      $9,236,869      $11,812,602
                                                ____________    _____________

NET ASSETS
Common stock (par value $.01 per share,
20,000,000 shares authorized;  956,100
shares issued and outstanding)                  $   9,561       $     9,561

Additional paid-in capital                      7,815,260         7,815,260

Accumulated income (loss):
Accumulated net operating loss
 before security transactions                   (1,292,990)        (821,159)
Accumulated net realized gains
 from sale of investments                       1,049,765         1,862,919
Net unrealized appreciation of
 investments                                    1,655,273         2,946,021
                                                ____________    _____________
                                                1,412,048         3,987,781
                                                ____________    _____________
Net Assets                                      $9,236,869      $11,812,602
                                                ____________    ______________
Net asset value per share of
 common stock outstanding                       $     9.66       $    12.36

                        See notes to financial statements

</TABLE>
<PAGE>


                        CORPORATE RENAISSANCE GROUP, INC.
                                        
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                FOR THE PERIOD
                                                              FROM NOVEMBER 1,
                                                            1994 (COMMENCEMENT
                                      FOR THE YEAR ENDED     OF OPERATIONS) TO
                                      SEPTEMBER 30, 1996    SEPTEMBER 30, 1995

<S>                                             <C>                 <C>

Income:
Interest Income                                 $   28,901          $ 244,846
                                                ____________        ___________
Total investment income                             28,901            244,846
                                                ____________        ___________

Expenses:
Incentive fees                                     224,128            996,947
Financial advisory fees                            200,000            183,333
Investment banking fees                            100,000             91,667
Professional fees                                   59,800             84,861
Insurance expense                                   74,247             70,547
Board of directors fees                             50,000             45,833
Other operating expenses                            31,520             19,632
                                                ____________        ___________
Total expenses                                     739,695          1,492,820
                                                ____________        ___________

Operating loss before income tax benefit         (710,794)          (1,247,974)

Income tax benefit                                 238,963            426,815
                                                ____________        ___________
NET OPERATING LOSS BEFORE
SECURITY TRANSACTIONS                            (471,831)          (821,159)
                                                ____________        ___________
NET REALIZED AND UNREALIZED
GAINS/(LOSSES) FROM INVESTMENTS:
Net realized gains/(losses) from
 sale of investments                            (1,224,982)         2,832,264
Change in net unrealized appreciation/
 (depreciation) of investments                  (1,944,458)         4,479,221
Income tax (expense)/benefit arising
 from net realized gains/(losses)
 and net unrealized appreciation/
 (depreciation)  of investments.                 1,065,538          (2,502,545)
                                                ____________        ___________
Net realized and unrealized gains
 /(losses) on investments                       (2,103,902)         4,808,940
                                                ____________        ___________
NET INCREASE/(DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS                       $(2,575,733)        3,987,781
                                                ____________        ___________
Per share net increase/(decrease)
 in net assets resulting from operations        $    (2.70)        $      4.17
                                                ____________        ___________

                        See notes to financial statements
</TABLE>

<PAGE>


                        CORPORATE RENAISSANCE GROUP, INC.
                                        
                       STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                       Year Ended      Year Ended   Year Ended
                                           9/30/96        9/30/95      9/30/94
<S>                                      <C>            <C>           <C>

CHANGES IN NET ASSETS
 FROM OPERATIONS:
Net operating loss before
 security transactions                   $(471,831)     $ (821,159)   $
Net realized gains/
 (losses) from sale of
investments                               (813,154)      1,862,919
Change in net unrealized
 appreciation/(depreciation)
 of investments                          (1,290,748)     2,946,021
                                         ____________   ____________  _________
Net increase/(decrease) in
 net assets resulting from
 operations                              (2,575,733)     3,987,781
                                         ____________   ____________  _________

CAPITAL STOCK TRANSACTIONS:
Net proceeds from issuance
 of capital stock                                        7,823,821
                                         ____________   ____________  _________

NET INCREASE/(DECREASE) IN
NET ASSETS                               (2,575,733)    11,811,602

NET ASSETS
Beginning of period                      11,812,602          1,000       1,000
                                         ____________   ____________  _________
End of period                            $9,236,869    $11,812,602    $  1,000
                                         ____________   ____________  _________


                        See notes to financial statements

</TABLE>

<PAGE>


                        CORPORATE RENAISSANCE GROUP, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                      For the
                                                                       Period
                                                                         from
                                                                       1/1/94
                                      Year Ended      Year Ended           to
                                         9/30/96         9/30/95      9/30/94
<S>                                   <C>             <C>             <C>

CASH FLOWS FROM
 OPERATING ACTIVITIES:
Net increase/(decrease)
 in net assets resulting
 from operations                      $(2,575,733)    $ 3,987,781     $
Adjustments to reconcile
 net increase/(decrease)
 in net assets resulting
 from operations to net
 cash (used in) operating
 activities:

Change in net unrealized
 (appreciation)/depreciation
 of investments                        1,944,458       (4,479,221)
Realized (gains)/losses
 on sale of  investments               1,224,982       (2,832,264)
Deferred income tax
 (benefit ) provision                   (783,591)       1,533,200
(Increase)/decrease in
 operating assets:
Income taxes receivable                 (345,511)
Accrued interest receivable                2,315           (2,900)
Other assets                                 246          118,507
Increase (decrease) in
 operating liabilities:
Accrued incentive fee payable           (996,947)         996,947
Accounts payable and
 accrued expenses                         (2,523)         (90,818)
Income taxes payable                    (132,008)         132,008
                                      ____________      ___________   ________
Net cash flows (used in)
 operating activities                 (1,664,312)        (636,760)         ---
                                      ____________      ___________   ________

CASH FLOWS FROM INVESTING
 ACTIVITIES:
Purchase of securities                (3,025,360)     (11,263,743)
Proceeds from sale of
 securities                            3,026,288        6,146,546
Proceeds from securities
 sold short, not yet purchased            78,778           22,999
                                      ____________      ___________   ________
Net cash flows provided by
 (used in) investing activities           79,706       (5,094,198)         ---
                                      ____________      ___________   ________

CASH FLOWS FROM FINANCING
 ACTIVITIES:
Issuance of common stock                                    9,560
Increase in additional
 paid-in capital                                        7,814,261
                                      ____________      ___________   ________
Net cash flows provided
 by financing activities                                7,823,821         ---
                                      ____________      ___________   ________
Net increase/(decrease)
 in cash and cash equivalents         (1,584,606)       2,092,863

CASH AND CASH EQUIVALENTS,
 at the beginning of the period        2,093,863            1,000       1,000
                                      ____________      ___________   ________
CASH AND CASH EQUIVALENTS,
 at the end of the period             $  509,257      $ 2,093,863       1,000
                                      ____________      ___________   ________
SUPPLEMENTAL DISCLOSURE:
Income Taxes paid, net                $  366,409      $   410,521         ---
                                      ____________      ___________   ________
Interest Paid                         $   10,189      $       ---     $   ---
                                      ____________      ___________   ________
</TABLE>

                        See notes to financial statements


<PAGE>


                        CORPORATE RENAISSANCE GROUP, INC.
                           SCHEDULE OF INVESTMENTS(1)
                               SEPTEMBER 30, 1996
                                        
<TABLE>
<CAPTION>
              TYPE OF ISSUE
SHARES OR     AND                          ORIGINAL       MARKET       % OF NET
FACE VALUE    NAME OF ISSUER               COST           VALUE        ASSETS

               Other Investments
               Common Stock
<S>          <C>                      <C>             <C>                 <C>

607,400      Computervision Corp.
              New                     $3,177,562      $5,314,750          57.54%
40,176       OrNda Healthcorp            575,969       1,099,818          11.91%
148,824      Seaman Furniture
              Co., Inc.                2,676,725       2,753,244          29.81%
                                      ___________     __________
                                       6,430,256       9,167,812
                                      ___________     __________

        Option Contract
118          S & P 500 Index/Dec/
              625/Puts                   233,345          50,150           .54%
                                      ___________     __________

             Total Investments        $6,663,601      $9,217,962
                                      ___________     ___________

  (1)  Notes  to Schedule of Investments:  The above investments are  non-income
producing.   Equity  investments that have not paid dividends  within  the  last
twelve months are considered to be non-income producing.  See Note 1.
</TABLE>

<PAGE>

<TABLE>


                        CORPORATE RENAISSANCE GROUP, INC.
                                        
                        SCHEDULE OF CALL OPTIONS WRITTEN
                               SEPTEMBER 30, 1996
<CAPTION>
NUMBER OF
CONTRACTS       TYPE OF ISSUE           PROCEEDS             MARKET VALUE

              Option Contracts
<S>      <C>                            <C>                   <C>

39       S & P 500 Index/Dec/700        $41,827               $  61,425
                                        __________               _______

These contracts were written during the year ended September 30, 1996.
                                        
                        See notes to financial statements

</TABLE>
<PAGE>


                        CORPORATE RENAISSANCE GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996

1.   Organization and Operation of the Company

      Corporate  Renaissance Group, Inc. (the "Company") was incorporated  under
the  laws  of  the state of Delaware on June 19, 1992.  The Company  is  a  non-
diversified, closed-end investment company which has elected to be treated as  a
business  development company ("BDC") under the Investment Company Act of  1940,
as  amended  by  the Small Business Incentive Act of 1980.  The  Company  offers
investors  the opportunity to participate in investments in companies which  the
Company believes have viable existing businesses generating substantial revenues
in  established  markets, and have recently completed or are in the  process  of
undergoing  financial restructuring ("Reorganized Companies") and  where,  as  a
result, the Company can ultimately obtain an equity position at a discount  from
market  value  for comparable companies that are not financially troubled.   The
Company's investments are generally not expected to produce meaningful levels of
investment   income.   It  is  the  Company's  objective  to  select  investment
opportunities  which  the Company believes offer the potential  for  substantial
capital appreciation.

      The Company completed its initial public offering and commenced operations
on  November 1, 1994.  The Company consummated the initial public offering  (the
"Domestic  Offering")  and  an overseas offering (the "Overseas  Placement")  of
956,000  shares at $10.00 per share.  Pursuant to the Domestic Offering, 600,000
shares  were sold; 356,000 shares were sold in the Overseas Placement (including
45,000  shares  sold  to Union d'Etudes et d'Investissments  ("UI")).   The  net
proceeds  to  the  Company of both the Domestic Offering and Overseas  Placement
were  $7,823,821 after deducting all costs associated with the registration  and
offering, resulting in an initial net asset value per share of $8.18.

2.   Significant Accounting Policies

     a.   Valuation of Securities

      The  Company's  securities which are subject to  last-sale  reporting  are
valued by reference to the market price on a national securities exchange or  as
reported  on the National Association of Securities Dealers Automated  Quotation
('NASDAQ") System.  Other unlisted securities are valued at representative "bid"
quotations if held long by the Company and representative "asked" quotations  if
held  short by the Company.  The value of securities for which market quotations
are  not  readily available and securities as to which the Company believes  the
method  of  valuation set forth above does not fairly reflect market  value  are
determined  by one or more independent third parties selected by the  Investment
Advisor.

b.   Recognition of Security Transactions and Related Investment Income

      Security transactions are recorded on the date the order to buy or sell is
executed  (the  trade date).  Dividend income is recognized on  the  ex-dividend
date  and  interest income is recognized on an accrual basis.  The net  realized
gains  and losses in sales of securites are determined on a first in, first  out
or specific identification basis.

     c.   Accounting for Foreign Exchange Gains and Losses

      Investments  denominated in foreign currencies are  translated  into  U.S.
dollars at the closing foreign exchange rate.  Resulting foreign exchange  gains
and  losses  are  reflected  in  the change in net  unrealized  appreciation  of
investments.

     d.   Income Taxes

     The Company is not entitled to the special treatment available to regulated
investment companies and is taxed as a regular corporation for federal and state
income  tax  purposes.  The Company has accounted for income taxes in accordance
with  FASB Statement No. 109, "Accounting for Income Taxes."  The aggregate cost
of  securities  at  September  30,  1996 for federal  income  tax  purposes  and
financial reporting purposes was the same.

     e.   Cash and Cash Equivalents

      For the purpose of reporting cash flows, cash and cash equivalents consist
of cash and short-term interest-bearing deposits.

3.   Income Taxes

      The  components  of  income  tax  expense/(benefit)  on  pre-tax  loss  of
$(3,880,234) are as follows:

     Federal:
     Current                 $(535,202)
     Deferred                 (791,693)
                              _________
                            (1,326,895)
     
     State and Local:
     Current                    14,292
     Deferred                    8,102
                             _________
                                22,394
                             __________
     Total                 $(1,304,501)

      Deferred  income taxes arise from temporary differences  between  the  tax
basis  of  assets  and liabilities and their reported amounts in  the  financial
statements.   For  example, unrealized gains or losses on  investments  are  not
recognized  for  tax purposes until realized and therefore creates  a  temporary
difference.   The components of the Company's deferred income tax  liability  is
comprised of the following.

Deferred tax liability:
Net unrealized appreciation on investments             $894,840
Deferred tax assets:
Net operating loss carryforwards                       (145,231)
                                                       _________
Net deferred tax liability                             $749,609

     The Company's effective income tax rate and the U.S. federal statutory rate
are substantially the same.  The benefit from the graduated federal tax rate  is
offset by the state and local tax liability.

4.   Financial Advisory and Investment Banking Fees and
     Other Transactions with Affiliates and Related Parties

       The  Company  has  retained  M.D.  Sass  Investors  Services,  Inc.  (the
"Investment  Adviser")  as  the Company's investment  adviser.   The  Investment
Adviser is a registered investment adviser under the Investment Advisers Act  of
1940,  as  amended.   The Investment Adviser is part of a  group  of  affiliated
investment  advisers  and  other affiliated entities comprising  the  M.D.  Sass
organization  ("M.D. Sass").  Upon completion of the Company's offering  of  its
common  shares, the Company entered into a two-year Financial Advisory Agreement
with  the  Investment  Adviser, pursuant to which the  Investment  Adviser  will
receive  a  base  fee  of $200,000 per annum, for furnishing  the  Company  with
administrative services, including necessary executive, administrative, internal
accounting  and  support services.  In addition to the base fee, the  Investment
Adviser will receive an incentive fee for its investment advisory services equal
to 20% of the increase in net asset value of the Company's shares, as defined in
the  Financial  Advisory  Agreement.  There were no  incentive  fees  earned  or
payable at September 30, 1996.

      The  Company has entered into an Investment Banking Agreement with UI USA,
the United States subsidiary of UI, for a period of one year, ending October 31,
1996.   Pursuant to this agreement, UI USA furnishes investment banking services
to  the  Company  for  a fee of $100,000 per annum.  Such  services  consist  of
assisting the Company and Investment Adviser in the evaluation, structuring  and
negotiation of investment opportunities.

5.   Board of Directors Fees

      The  Company pays each of its five independent directors an annual fee  of
$10,000 for their services.

6.   Investment Transactions

      As  of  September 30, 1996 the accumulated net unrealized appreciation  on
investments  was  $2,534,763,  consisting  of  $2,737,556  of  gross  unrealized
appreciation and $202,793 of gross unrealized depreciation.

7.   Concentration of Credit Risk and Off-Balance Sheet Risk

      The  Company  engages  in  security purchase and  sale  transactions  with
regulated  broker-dealers.  In connection with these transactions,  the  Company
may  be  subject to credit risk in the event the counterparty or  the  Company's
regulated  clearing  brokers cannot fulfill their contractual  obligations.   In
addition,  at  September 30, 1996, the Company had concentrations consisting  of
short-term interest-bearing deposits of $509,187 with its primary broker.

     The Company's activities with off balance sheet risk include the writing of
traded  options.  The Company is subject to market risk associated with  changes
in  the  value of the underlying stock index.  Index options are used  to  hedge
risks  to the portfolio of broad economic movements as reflected in the  overall
level  of  the  stock  market.  As a writer of options, the Company  receives  a
premium  at  the outset, and then bears the risk of unfavorable changes  in  the
price  of  the  stock  index underlying the option.  All  option  positions  are
reported at market and any changes in market are reflected in income.


<PAGE>


ITEM 9.             CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

(a)            (1)   (i)   The  Company terminated Feldman  Radin  &  Co.,  P.C.
               ("FRC") as its auditors on December 15, 1994.

                     (ii)  During  the  Company's past two fiscal  years,  FRC's
               reports  on the Company's financial statements neither  contained
               any   adverse  opinions  or  disclaimers  of  opinions  nor  were
               qualified or modified as to uncertainty.

                     (iii)      The decision to terminate its relationship  with
               FRC was approved by the Board of Directors of the Company.

                     (iv)  During  the  past two fiscal  years,  there  were  no
               disagreements with FRC on any matter of accounting principles  or
               practices,  financial statement disclosure or auditing  scope  or
               procedure,   which  disagreements,  if  not   resolved   to   the
               satisfaction  of FRC, would have caused it to make  reference  to
               the  subject matter of the disagreements in connection  with  its
               reports.

          (2)   Pursuant to action approved by the Company's Board of Directors,
          the  Company retained Ernst & Young LLP as its auditors as of December
          15, 1994.


<PAGE>


                                    PART III


ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS

Officers and Directors

     Listed below are the name, age and position with the Company of each of the
Company's  officers and directors.  All directors of the Company are  serving  a
current  term  of  office  which continues until  the  next  annual  meeting  of
stockholders,  and  all  officers are serving a current  term  of  office  which
continues until the next annual meeting of directors.

Name and Age                  Position with the Company

Martin D. Sass (54)*          Chairman of the Board,
                              Chief Executive Officer and Director

Hugh R. Lamle (51)*           Executive Vice President and Director

James B. Rubin (42)*          Senior Vice President and Director

Martin E. Winter (42)*        Secretary-Treasurer

Thomas M. Garvin (61)         Director

Lawrence W. Leighton (62)     Director

Edward Lowenthal (51)         Director

Daniel R. Mazziota (59)       Director

Guy E. Waldvogel (60)         Director

_________________________
*Director who is an "Interested Person" within the meaning of the 1940 Act.


      The  following  is a detailed description of the profession  and  business
background of each officer and director.

      MARTIN  D.  SASS is an executive officer and principal of  the  Investment
Adviser and various affiliated registered investment advisers and other entities
which comprise the M.D. Sass organization ("M.D. Sass"), founded by Mr. Sass  in
1972.   Prior  to  founding  M.D. Sass, Mr. Sass  was  President  and  principal
shareholder  of Neuwirth Management and Research Corp. from 1969 to 1972,  where
he  managed  several portfolios and mutual funds.  Mr. Sass was also a  security
analyst at Argus Research Corp. from 1963 to 1969, where he founded and directed
the  Special Situations Department.  Mr. Sass holds a B.S. degree in  Accounting
from Brooklyn College, and has also studied finance in graduate programs in  New
York University and City College of New York.

      HUGH  R.  LAMLE is Executive Vice President and a principal of M.D.  Sass,
which  he joined in 1974.  Mr. Lamle is responsible for the formulation of fixed
income and quantitative investment policy and strategy, directing the management
at M.D. Sass of debt securities portfolios and directing the firm's new products
research  efforts.  Prior to joining M.D. Sass, Mr. Lamle in 1972 founded  Lenox
Capital Management, the investment management subsidiary of DuPont Glore Forgan,
Inc.   Mr.  Lamle  holds a B.A. degree in Political Science and  Economics  from
Queens  College  and  an  M.B.A. degree in Finance and Investments  from  Baruch
College.

      JAMES B. RUBIN joined M.D. Sass as Senior Managing Director in 1989,  with
over  15 years experience in advising firms in reorganizations and other special
situations.   At  M.D.  Sass,  Mr.  Rubin is head  of  the  firm's  Restructured
Securities Management Division.  Mr. Rubin also serves as a director  of  Seaman
Furniture  Company,  Inc.  and  Chairman of the Board  of  Directors  of  Ranger
Industries,  Inc.   From 1986 until joining M.D. Sass, he was the  principal  of
J.B.  Rubin  and  Company.  From 1985 to 1986, Mr. Rubin was a Senior  Financial
Analyst  with  Smith  Vasiliou  and  its affiliates,  including  the  distressed
securities brokerage firm of R.D. Smith & Company, Inc.  Mr. Rubin is a graduate
of  Cornell  University, with an undergraduate degree in Industrial Engineering.
He  also participated in graduate M.B.A. studies in Finance at Cornell and  Pace
Universities.

      MARTIN  E.  WINTER is Senior Vice President Finance and Administration  of
M.D. Sass, having joined the firm in 1988.  He was previously a principal in the
Financial Services Industry and Mergers and Acquisitions Groups of Arthur  Young
& Company (predecessor to Ernst & Young LLP) in New York, and he has 20 years of
diverse  financial experience.  He is a certified public accountant and obtained
his   B.S.  in  Accounting  from  the  Wharton  School  of  the  University   of
Pennsylvania.   Mr. Winter also has a M.A. in Economics from the  University  of
Pennsylvania.

     THOMAS M. GARVIN served in various executive capacities at Keebler Company,
the  second largest U.S. manufacturer and marketer of cookies and crackers, from
1969 to 1993, including those of President and Chief Executive Officer from 1978
to  1993  and Chief Operating Officer from 1976 to 1978.  During his  tenure  at
Keebler Company, the company progressed from a single product biscuit company to
its  current  position  of prominence in the baking and snack  industries.   Mr.
Garvin  holds B.S. and M.B.A. degrees from Loyola University and is a  certified
public accountant.

     LAWRENCE W. LEIGHTON was a Managing Director of L.M. Capital, an investment
banking  and  buy-out firm, from September 1994 to January 1996.   From  January
1994  to  December 1994, he also was Vice Chairman of 21, Inc., a  publicly-held
company.   From  January 1989 to January 1994, Mr. Leighton  was  President  and
Chief  Executive Officer of UI USA, the United States merchant  bank  of  Credit
Agricole,  a  large  French-based bank.  From 1982 until  joining  UI  USA,  Mr.
Leighton  was  Managing Director responsible for the international  mergers  and
acquisitions  activity of Chase Investment Bank.  From  1977  until  1982.   Mr.
Leighton  was  a limited partner in the mergers and acquisitions  department  of
Bear,  Stearns  &  Co.  and from 1974 until 1977, he was Director  of  Strategic
Planning  of  Norton  Simon,  Inc.  Mr. Leighton  is  a  graduate  of  Princeton
University  with a B.S.E. degree in Engineering and holds an M.B.A. degree  from
Harvard Business School.

      EDWARD  LOWENTHAL is a founder, and since 1992 has served as  trustee  and
President,  of  Wellsford Residential Property Trust ("WRP"), a New  York  Stock
Exchange  listed  real estate investment trust.  In 1992, WRP succeeded  to  the
business   of  Wellsford  Group,  Inc.'s  (the  "Wellsford  Group")  multifamily
affiliates,  which  had  acquired and operated  multifamily  properties  in  the
Southwestern  and  Northwestern states since 1988.  Mr. Lowenthal  serves  as  a
director  of  United American Energy Corporation, a major developer,  owner  and
operator of hydroelectric and other alternative energy facilities, a director of
Omega  Healthcare, Inc., a healthcare real estate investment  trust;  and  as  a
trustee  of  Corporate  Realty  Income Trust, a  real  estate  investment  trust
sponsored by Smith Barney Shearson Inc.  Mr. Lowenthal is a member of the  Board
of  Governors  of  the  National Association of Real Estate  Investment  Trusts.
Prior  to Wellsford Group's formation, Mr. Lowenthal was engaged in the practice
of  law  for  15  years,  and was a partner of the New York  City  law  firm  of
Robinson, Silverman, Pearce, Aronsohn & Berman from 1981 to 1984.  In  1984  Mr.
Lowenthal  entered  investment banking as a Managing  Director  of  A.G.  Becker
Paribas  and  then  as a partner of Bear Stearns & Co. Inc.   As  an  investment
banker,  he  was active in structuring and negotiating transactions and  raising
the  equity  in  a  number of large real estate equity private placements.   Mr.
Lowenthal  holds a B.A. degree from Case Western Reserve University and  a  J.D.
degree from Georgetown University Law Center.

      DANIEL R. MAZZIOTA is principal of RSA Executive Search ("RSA"), which was
founded  in  1978.   RSA  specializes  in  recruitment  of  key  executives  and
management  personnel  in  the  consumer  goods  and  services,  healthcare  and
pharmaceutical,  finance,  electronics and  telecommunications  industries.   In
1967, Mr. Mazziota founded Microwave Power Devices, Inc. ("MPD"), which was sold
to  M/A-Com,  Inc. in 198 1. Mr. Mazziota continued as President  of  MPD  until
1987. when he became Chairman of RSA.  Mr. Mazziota also serves as President  of
IDM  Consulting,  which  provides business consulting  in  the  high  technology
mergers  and  acquisitions  field.  Mr. Mazziota  holds  Bachelors  and  Masters
degrees in Electrical Engineering from New York Polytechnic Institute.

      GUY  E. WALDVOGEL has been an independent consultant specializing  in  the
management of troubled companies in Europe since September 1989.  From  1983  to
1989,  he  was  the  Senior  Executive Vice President  of  Societe  Generale  de
Surveillance,  which provides services to foreign governments in  ensuring  that
imports and exports comply with weight, safety and engineering standards.   From
1981  to 1983, Mr. Waldvogel served as President and Chief Executive Officer  of
North American Holding of Alusuisse-Lonza Aluminum and Chemicals Group.  He  was
President  and  Chief  Executive Officer of Givaudan, a subsidiary  of  Hoffman-
LaRoche, from 1973 to 1981, and held other positions within Hoffman-LaRoche from
1965 until 1973.

Indemnification of Directors and Officers

      As  permitted  by Delaware law, the Company's Certificate of Incorporation
contains  an  article  limiting  the  personal  liability  of  directors.    The
Certificate of Incorporation provides that a director of the Company  shall  not
be  personally liable for monetary damages for a breach of fiduciary duty  as  a
director,  except  for liability (i) for any breach of the  director's  duty  of
loyalty,  (ii)  for  acts  or  omissions not in  good  faith  or  which  involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the  General  Corporation  Law  of the State of Delaware,  which  prohibits  the
unlawful  payment  of  dividends or the repurchase or redemption  of  stock,  or
(iv)  for  any transaction from which the director derived an improper  personal
benefit.   The  Company's Certificate of Incorporation also  provides  that  the
Company will indemnify all persons (including officers, directors and employees)
whom  it is empowered to indemnify pursuant to the provisions of Section 145  of
the Delaware General Corporation Law (or any similar provision of applicable law
at  the  time  in effect) to the full extent permitted thereby.   The  foregoing
provisions  are  subject,  however, to Section  17(h)  of  the  1940  Act  which
provides, in part, that neither the Certificate of Incorporation nor the by-laws
of  any BDC shall contain a provision which protects or purports to protect  any
officer  or  director of such BDC against any liability to such company  or  its
security  holders  to which he would otherwise be subject  due  to  his  willful
misfeasance,  bad faith, gross negligence or reckless disregard  of  the  duties
involved  in  the conduct of his office.  The Company currently  maintains  $5.0
million of officer and director liability insurance.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the  Company's officers, directors and holders of more than ten percent  of  the
Company's  Common Stock, to file reports of ownership and changes  in  ownership
with  the  Securities  and  Exchange Commission and Nasdaq.   Such  persons  are
required  to  furnish the Company with copies of all Section  16(a)  forms  they
file.   During  the  year  ended  September 30, 1996,  all  filing  requirements
applicable  to  its officers, directors and greater than ten percent  beneficial
owners were complied with.

ITEM 11.       EXECUTIVE COMPENSATION

Compensation of Executive Officers and Directors

      No  cash  compensation was paid by the Company to  any  of  its  executive
officers  during either fiscal 1996 or fiscal 1995.  It is not anticipated  that
executive  officers  will receive direct cash compensation  in  the  foreseeable
future.

     Each director who is not an executive officer of the Company is compensated
for  his  services  at  a  fee  of $10,000 per annum.   Each  director  is  also
reimbursed for travel and other out-of-pocket disbursements actually incurred in
the business of the Company.

     Executive officers and directors of the Company are permitted to retain any
compensation  received for services to other companies, including  companies  in
which the Company invests and to which it renders managerial assistance.

Financial Advisory Agreement and Fees

The Investment Adviser

       The  Company  has  retained  M.D.  Sass  Investors  Services,  Inc.  (the
"Investment   Adviser")  as  the  Company's  investment  adviser  to   identify,
negotiate,  manage  and  liquidate investments for  the  Company.   The  Company
invests only in transactions recommended by the Investment Adviser.

      The  Investment  Adviser  is  a registered investment  adviser  under  the
Investment Advisers Act of 1940.  The Investment Adviser is part of a  group  of
affiliated investment advisers and other affiliated entities comprising the M.D.
Sass  organization  ("M.D. Sass").  Founded in 1972, M.D.  Sass  is  engaged  in
investment  management  for  approximately 100 clients,  including  pension  and
profit  sharing  funds, municipal employee benefits funds, insurance  companies,
endowment  and  charitable  funds, large corporations and  wealthy  individuals.
M.D. Sass currently has approximately $9 billion in assets under management.

      The Investment Adviser and certain other M.D. Sass affiliates currently
serve   as   general  partners  of  M.D.  Sass Re/Enterprise Partners,   L.P. 
("Re/Enterprise Partners") and M.D. Sass Re/Enterprise-II, L.P. 
("Re/Enterprise-II"), private limited partnerships which have investment 
objectives  similar  to  that  of  the Company,  achieving  long-term 
capital appreciation  of  its assets by investing primarily in securities 
of  companies that are experiencing significant financial or business 
difficulties.

      Re/Enterprise  Partners, formed in October 1989,  had  approximately  $167
million in assets as of September 30, 1996.  Re/Enterprise-II, formed in 
February 1996, had approximately $24 million in assets as of the same date.  
Re/Enterprise Partners was a member of a  group which acquired a 
controlling interest in Seaman Furniture  Company, Inc., a 24 store 
furniture retailer headquartered in the New York City area, and 
Re/Enterprise  Partners assisted such company in a Restructuring. 
Re/Enterprise Partners  also participated in the Restructurings of other 
companies,  including Memorex  Telex  Corp.,  Emerson Radio Corp., Ranger 
Industries,  Inc.  (formerly known  as  Coleco, Inc.), SPI Holding, Inc., 
Leaseway Transportation  Corp.  and Forstmann & Company, Inc.

      In addition to Re/Enterprise Partners, the Investment Adviser and/or other
affiliates of M.D. Sass serve as general partners of a more aggressive,  higher-
risk private limited partnership that invests in financially troubled companies,
and  other  private limited partnerships that invest in municipal and government
securities  and  distressed real estate that appears to  have  a  potential  for
recovery, and  as investment adviser to a private offshore investment company
pursuing  investment  strategies  similar  to  Re/Enterprise  Partners  and  the
Company, as well as a corporate pension fund of a Fortune 100 company.

      The principals of the Investment Adviser and other affiliates of M.D. Sass
are  Martin  D.  Sass and Hugh R. Lamle, each of whom serves as an  officer  and
director of the Company.  Martin E. Winter, an officer of the Investment Adviser
and  other  affiliates of M.D. Sass, serves as an officer of  the  Company.   In
addition, Mr. Rubin serves as an officer and director of the Company.

      The  offices of the Investment Adviser are located at 1185 Avenue  of  the
Americas,  18th  Floor, New York, New York 10036, and its  telephone  number  is
(212) 730-2000.

The Financial Advisory Agreement

      The Company is party to a Financial Advisory Agreement with the Investment
Adviser  (the "Financial Advisory Agreement").  The Investment Adviser's  duties
under the Financial Advisory Agreement include locating, structuring, acquiring,
monitoring and disposing of investments for the Company.  The Company only makes
investments recommended by the Investment Adviser.  In addition, the  Investment
Adviser  also  provides  administrative services to the Company,  including  all
necessary  executive, administrative, internal accounting and  support  services
and  furnishes the Company with necessary office space.  The activities  of  the
Investment  Adviser on behalf of the Company are subject to the  supervision  of
the independent Directors of the Company.

      Pursuant  to  the  Financial Advisory Agreement,  the  Investment  Adviser
receives  a base fee of $200,000 per annum for furnishing the Company  with  the
administrative services described above.

      In  addition  to  the  base fee, the Investment Adviser  will  receive  an
incentive  fee  for its investment advisory services equal to  20%  of  net  new
appreciation,  if  any,  in the net asset value of the shares  of  Common  Stock
outstanding.   No  incentive fee will be paid until the shares of  Common  Stock
issued in the IPO and the Overseas Placement have been outstanding for at  least
one  year, and then only if there is net new appreciation in the net asset value
of  such  shares of Common Stock, adjusted for all operating expenses, including
accruals  for  any  tax liabilities on income or realized gains  from  portfolio
transactions.   If  the  net  asset value of the  shares  of  Common  Stock  has
increased  beyond their "initial net asset value," the Investment  Adviser  will
receive  20%  of such net new appreciation during the one-year  period.   A  new
calculation  will  be made at the end of each calendar quarter thereafter,  with
the  Investment  Adviser  receiving 20% of any net  new  appreciation  occurring
during the preceding four calendar quarters.  Thus, the fee is computed and paid
on a "rolling quarter" basis.  For purposes of the Financial Advisory Agreement,
"initial net asset value" equals the gross proceeds from the sale of the  shares
of  Common  Stock  in the IPO and the Overseas Placement, less all  underwriting
discounts, commissions, fees and expenses related to the sale of such shares and
amounts  allocated  to  payment of the Company's operating  expenses,  including
payment  of base fees under the Financial Advisory Agreement and fees  under  an
investment banking agreement (the "Investment Banking Agreement") with  UI  USA,
Inc., an investment banking firm, which Investment Banking Agreement expired  in
October 1996.

      At  any time the incentive fee is to be calculated, if the net asset value
per  share previously has reached a level at which an incentive fee was paid  (a
"previous  high  peak"), an additional incentive fee will be paid  only  on  the
incremental  appreciation of the shares of Common Stock  over  the  shares'  net
asset  value  after payment of the previous incentive fee at such peak.   In  no
event will an incentive fee be paid for recoupment of losses.  Thus, if the  net
asset  value  of  the shares of Common Stock falls below the initial  net  asset
value,  or the previous high peak at which the incentive fee was paid (less  the
incentive  fee paid at such level), no incentive fee will be due the  Investment
Adviser.   The  Investment Adviser will only be entitled to a further  incentive
fee  if the net asset value of the shares increases beyond the initial net asset
value,  or  its net asset value following payment of the incentive  fee  at  the
previous  high  peak,  as  the  case  may be.   Notwithstanding  the  foregoing,
incentive  fees  payable to the Investment Adviser under the Financial  Advisory
Agreement  will  not exceed the maximum amount which the Investment  Adviser  is
entitled  to  receive under the 1940 Act.  During the year ended  September  30,
1996  and  the  period  from November 1, 1994 (commencement  of  operations)  to
September  30, 1995, the Company accrued fees payable to the Investment  Adviser
of $224,128 and $996,947, respectively.

     The Investment Adviser bears the expense of maintaining the staff necessary
for  performing its obligations under the Financial Advisory Agreement  and  all
other  expenses  associated with its duties as Investment Adviser.   Other  than
fees  payable  under  the  Financial Advisory Agreement and  Investment  Banking
Agreement,  the Company bears no operating expenses other than normal  operating
expenses such as legal and auditing fees, taxes and all direct expenses  related
to an investment including all investment, legal and accounting expenses.

      The Financial Advisory Agreement had an initial term of two years (through
October  1996)  and  thereafter continues from year to year  if  approved  by  a
majority of independent directors and unless not less than 30 days prior written
notice is given by a party of its intention not to renew.  In November 1996, the
independent  directors  of  the Company approved the renewal  of  the  Financial
Advisory  Agreement for a one-year period.  The Financial Advisory Agreement  is
not  assignable and may be terminated by either party upon 60 days prior written
notice given to the other party.

ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The  following  table sets forth, as of December 16, 1996, the  beneficial
ownership of the shares of Common Stock of the Company of (i) each person  known
by  the  Company to beneficially own more than five percent of the Common Stock,
(ii)  each director of the Company, (iii) the Company's Chief Executive  Officer
and (iv) all officers and directors as a group.
<TABLE>
<CAPTION>
                                             Amount and
Name and Address                             Nature
of Beneficial Stockholder                    of Beneficial        Percentage of
or Identity of Group(1)                      Ownership            Common Stock

Officers and Directors:
<S>                                            <C>                  <C>

Martin D. Sass                                 71,300               7.5
Hugh R. Lamle                                  48,600               5.1
James B. Rubin                                 -0-                  -0-
Thomas M. Garvin                               -0-                  -0-
Lawrence W. Leighton                           1,000                *
Edward Lowenthal                               3,000                *
Daniel R. Mazziota                             200                  *
Guy E. Waldvogel                               -0-                  *

All Officers and Directors as a
group (nine persons)                           119,300(2)           12.6

5% or Greater Shareholders:

Curators Partners, L.P.                        69,634(3)(4)         7.4
420 Lexington Avenue
New York, New York

Millenium Trading Co.                          48,850(3)            5.2
111 Broadway
20th Floor
New York, New York  10006

Robert Schneider                               52,945(3)(5)         5.6
2 Broadway
New York, New York  10004

____________________
*Less than one percent

(1)  Unless otherwise indicated, the address of each beneficial owner is c/o the
     Company, 1185 Avenue of the Americas, 18th Floor, New York, New York 10036.

(2)  Includes 200 shares of Common Stock held by Martin E. Winter, the Company's
     Secretary-Treasurer.

(3)  Based on a Schedule 13D filed with the SEC.

(4)  Includes 45,000 shares of Common Stock held by certain accounts managed  by
     Curators Capital Management, Inc., an affiliate of Curators Partners, L.P.

(5)  Includes  12,000 shares of Common Stock owned jointly with Mr.  Schneider's
     spouse.   Excludes 18,650 shares of Common Stock owned by  Mr.  Schneider's
     spouse  over which Mr. Schneider disclaims beneficial ownership and  31,449
     shares  owned by RAS Securities Corp., a registered broker-dealer, acquired
     in  its ordinary course of business and over which Mr. Schneider has voting
     and dispositive power.
</TABLE>

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      See  "Item  11.   Executive Compensation" with respect  to  the  Financial
Advisory Agreement entered into with the Investment Adviser.

      As  described in "Item 1. Business," the Company invests from time to time
jointly with affiliates of the Investment Adviser subject to restrictions  under
the 1940 Act and conditions set forth in an exemptive order granted by the SEC.

     The Company from time to time also effects securities sales to or purchases
from  affiliates  of  the  Investment Adviser pursuant  to  a  plan  adopted  in
accordance with Rule 17a-7 under the 1940 Act.


<PAGE>


                                     PART IV


ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
          AND REPORTS ON FORM 8-K

(a)  Documents filed as part of this report:

     (1)  Financial Statements

          Reference  is  made to the Index to Financial Statements of  Corporate
          Renaissance Group, Inc. included in Part II, Item 8, of this Report.

     (2)  Financial Statement Schedules

          All schedules for which provision is made in applicable regulations of
          the   SEC  are  not  required  under  the  related  instructions,  are
          inapplicable  or  the required information has been  included  in  the
          Financial Statements and therefore such schedules have been omitted.

     (3)  Exhibits

          Exhibit   Description of Exhibit
          
          1         Form of Amended and Restated Certificate of Incorporation(1)
          2         By-Laws, as amended(1)
          4         Form of Common Stock certificated(1)
          10.2      Revised  Form  of Financial Advisory Agreement  between  the
                    Company and M.D. Sass Investors Services, Inc.(1)
          16        Letter regarding change in Certifying Accountants(2)
          27.1      Financial Data Schedule (SEC use only)

_________________________
(1)  Previously  filed  as  an  Exhibit of the  same  number  to  the  Company's
     Registration  Statement on Form N-2 (File No. 33-50424),  and  incorporated
     herein by reference.

(2)  Previously filed as an Exhibit of the same number to the Company's  Current
     Report  on  Form 8-K for event occurring December 12, 1994 and incorporated
     herein by reference.

(b)  Reports on Form 8-K

     None.

(c)  Item 601 Exhibits

     The exhibits required by Item 601 of Regulation S-K are set forth in (a)(3)
above.

(d)  Financial Statement Schedules

      The financial statement schedules required by Regulation S-K are set forth
in (a)(2) above.


<PAGE>


                                   SIGNATURES

Pursuant  to  the requirements of Section 12 of the Securities Exchange  Act  of
1934, the Registrant has caused the report or amendment thereto to be signed  on
its behalf by the undersigned, thereunto duly authorized.

                                     CORPORATE RENAISSANCE GROUP, INC.


                                     By: /s/ Martin D. Sass
                                     Martin D. Sass
                                     Chairman of the Board and
                                     Chief Executive Officer
Dated:  December 30, 1996

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

Signatures               Title                                   Date

/s/ Martin D. Sass
_____________________     Chairman of the Board, Chief        December 27, 1996
MARTIN D. SASS            Executive Officer and Director
                          (Principal Executive Officer)

/s/ Hugh R. Lamle
_____________________     Executive Vice President            December 27, 1996
HUGH R. LAMLE             and Director

/s/ James B. Rubin
_____________________     Senior Vice President               December 27, 1996
JAMES B. RUBIN            and Director

/s/ Martin E. Winter
_____________________     Secretary-Treasurer (Principal      December 27, 1996
MARTIN E. WINTER          Financial and Accounting Officer)

/s/ Thomas M. Garvin
_____________________     Director                            December 27, 1996
THOMAS M. GARVIN

/s/ Lawrence W. Leighton
_____________________     Director                            December 27, 1996
LAWRENCE W. LEIGHTON

/s/ Edward Lowenthal
_____________________     Director                            December 27, 1996
EDWARD LOWENTHAL

/s/ Daniel R. Mazziota
_____________________     Director                            December 27, 1996
DANIEL R. MAZZIOTA

/s/ Guy E. Waldvogel
_____________________     Director                            December 27, 1996
GUY E. WALDVOGEL