<PAGE>   1
================================================================================
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-KSB/A
                                ---------------

(Mark One)
     [X] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
                      EXCHANGE ACT OF 1934 (FEE REQUIRED)

                  For the fiscal year ended December 31, 1996

                                       or

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

                 For the transition period from             to
                                  -----------

                         Commission file number 0-27914

                         RIBOZYME PHARMACEUTICALS, INC.
       (Exact Name of Small Business Issuer as Specified in Its Charter)
                                 -------------
         DELAWARE                                       34-1697351
         --------                                       ----------
  (State of incorporation)                  (I.R.S. Employer Identification No.)

                             2950 WILDERNESS PLACE
                            BOULDER, COLORADO 80301
                    (Address of principal executive offices)

                   Company's telephone number: (303) 449-6500

        SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT::

                                      NONE

                          SECURITIES REGISTERED UNDER
                      SECTION 12(g) OF THE EXCHANGE ACT:

                    COMMON STOCK, PAR VALUE $0.01 PER SHARE

          Check whether the issuer (1) filed all reports required to be filed
by Section 15 or 15(d) of the Exchange Act during the past 12 months (or for
such period that the Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes x   No
                                                                  ---     ---
          Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]

Issuer's revenues for fiscal year ending December 31, 1996 were $1,709,500.

The aggregate market value of the voting stock held by non-affiliates of the
Company, as of May 6, 1997, was approximately $26,490,300.

The number of shares of the Company's common stock, par value $.01 per share, 
outstanding as of  May 6, 1997, was 6,981,053.

                      DOCUMENTS INCORPORATED BY REFERENCE:

            DOCUMENT                             PART(S) INTO WHICH INCORPORATED
            --------                             -------------------------------
Proxy Statement to be used in connection with              Part III
the Annual meeting of Stockholders to be held
May 22, 1997 (the "Proxy Statement"), to be
filed with the Commission prior to April 30,
1997, pursuant to Regulation 144 of the
General Rules and Regulations of the
Commission is incorporated by reference herein.


<PAGE>   2


PART I

          The Company's Form 10-KSB for the year ended December 31, 1996, filed
on March 31, 1997, is hereby incorporated by reference in its entirety.


PART II

          The Company's Form 10-KSB for the year ended December 31, 1996, filed
on March 31, 1997, is hereby incorporated by reference in its entirety.


PART III

ITEM 13.  EXHIBITS, LISTS AND REPORTS ON FORM 8-K


(a)  1.  INDEX TO FINANCIAL STATEMENTS


Report of Independent Auditors                              F-1
Balance Sheets                                              F-2
Statements of Operations                                    F-4
Statements of Stockholders' Equity                          F-5
Statements of Cash Flows                                    F-7
Notes to Financial Statements                               F-8

         The Company's Financial Statements for the year ended December 31,
1996, were filed on March 31, 1997 on Form 10-KSB and are hereby incorporated by
reference in their entirety. 


                                       1
<PAGE>   3



2.  EXHIBITS


EXHIBIT  
NUMBER                             DESCRIPTION OF DOCUMENT
-------                            -----------------------
         
 3.1 (1)        --    Amended and Restated Certificate of Incorporation dated
                     April 17, 1996.
         
 3.2 (1)        --    By-laws of the Company, as amended.
         
 4.1 (1)        --    Reference is made to Exhibits 3.1 and 3.2.
         
 4.2 (1)        --    Specimen Stock Certificate.
         
10.1 (1)       --    Form of Indemnity Agreement entered into between the 
                     Company and its directors and officers, with related
                     schedule.
         
10.2 (1)       --    Company's Incentive Stock Option Plan (the "ISO Plan"),
                     including form of Incentive Stock Option Agreement 
                     under the ISO Plan.
         
10.3 (1)       --    Company's Non-Qualified Stock Option Plan (the "NQSO 
                     Plan"), including form of Non-Qualified Stock Option under
                     the NQSO Plan.
         
10.4 (1)       --    Company's 1996 Stock Option Plan (the "Option Plan"),
                     including forms of Incentive Stock Option and Nonstatutory
                     Stock Option under the Option Plan.
         
10.5 (1)       --    Company's 1996 Employee Stock Purchase Plan.
         
10.6 (1)       --    Employment Agreement, dated May 1, 1992 between the
                     Company and Ralph Christoffersen, Addendum to Employment
                     Agreement dated as of August 30, 1993, Second Addendum
                     dated January 31, 1994 and Third Addendum dated January 1,
                     1995.

10.7 (1)       --    Incentive Stock Option Agreement between the Company and
                     Ralph E. Christoffersen, dated as of December 23, 1992.
         
10.8 (1)       --    Incentive Stock Option Agreement between the Company and
                     Ralph E. Christoffersen, dated as of September 23, 1994.
         
10.9 (1)       --    Warrant Purchase Agreement, dated as of March 15, 1995
                     between the Company and Hambrecht & Quist Guaranty Finance,
                     L.P.
         
10.10 (1)      --    Warrant to Purchase Common Stock, dated as of March 15,
                     1995 issued to Hambrecht & Quist Guaranty Finance, L.P.
         
10.11 (1)      --    Warrant to Purchase Common Stock, dated as of February 21,
                     1993 issued to LINC Scientific Leasing.
         
10.12 (1)      --    Warrant to Purchase Common Stock, dated as of July 30, 1993
                     issued to Douglas E. Olson.
         
10.13 (1)      --    Warrant to Purchase Common Stock, dated as of July 30, 1993
                     issued to Richard J. Warburg and Ruth P. Warburg.
         

                                       2
<PAGE>   4


EXHIBIT   
NUMBER                            DESCRIPTION OF DOCUMENT
-------                           -----------------------
          
10.14 (1)     --     Warrant to Purchase Common Stock, dated as of December 28,
                     1994 issued to Competitive Technologies, Inc.         
                                                                               
10.15 (1)     --     Warrant to Purchase Common Stock, dated as of December 29,
                     1995 issued to Silicon Valley Bank.                   
                                                                               
10.16 (1)     --     Warrant to Purchase Common Stock, dated July 26, 1996     
                     issued to Silicon Valley Bank.                            
                                                                               
10.17 (1)     --     Warrant to Purchase Common Stock, dated April 17, 1996,   
                     issued to Chiron Corporation.                             
                                                                               
10.18 (1)     --     Collaborative Research, Development and Commercialization
                     Agreement, dated July 15, 1994 between the Company and 
                     Chiron Corporation.               
                                                                               
10.19 (1)     --     Research Collaboration and Licensing Agreement, dated as of
                     November 1, 1995 between the Company and Pharmacia 
                     Biotech, AB                                     
                                                                               
10.20 (1)     --     Research and Development Collaboration Agreement, dated as
                     of April 19, 1993 between the Company and Parke-Davis 
                     Division of Warner-Lambert Company.                 
                                                                               
10.21 (1)     --     First Amendment to the Research and Development           
                     Collaboration Agreement, dated April 19, 1993, dated as   
                     of April 17, 1995 between the Company and Parke-Davis     
                     Division of Warner-Lambert Company.                       
                                                                               
10.22 (1)     --     Second Amendment to the Research and Development          
                     Collaboration Agreement, dated April 19, 1993, dated as   
                     of February 8, 1996 between the Company and Parke-Davis   
                     Division of Warner-Lambert Company.                       
                                                                               
10.23 (1)     --     Financing Agreement, dated March 16, 1995 among Wilderness
                     Place Holdings L.L.C.,  Hambrecht & Quist Guaranty 
                     Finance, L.P. and the Company.                   
                                                                               
10.24 (1)     --     Negotiable Promissory Note, dated October 7, 1992 between
                     the Company and Ralph Christoffersen and Addendum dated
                     June 25, 1993.                             
                                                                               
10.25 (1)     --     Employment Agreement, dated January 8, 1996 between the   
                     Company and Lawrence E. Bullock.                          
                                                                               
10.26 (1)     --     Promissory Note, dated February 8, 1996 between the       
                     Company and Lawrence E. Bullock.                          
                                                                               
10.27 (1)     --     Lease for Real Property, dated May 20, 1992 between       
                     Aero-Tech Investments and the Company.                    
                                                                               


                                       3

<PAGE>   5



EXHIBIT
NUMBER                                 DESCRIPTION OF DOCUMENT
-------                                -----------------------

10.28 (1)          --    Non-Disturbance and Attornment Agreement, dated March 
                         31, 1995 among General American Life Insurance Company,
                         Aero-Tech Investments, Wilderness Place Holdings L.L.C.
                         and the Company.

10.29 (1)          --    Master Lease Agreement, dated September 2, 1992 between
                         the Company and LINC Scientific Leasing.

10.30 (1)          --    Loan and Security Agreement, dated February 28, 1994 
                         between the Company and Silicon Valley Bank.

10.31 (1)          --    Loan Modification Agreement, dated December 21, 1994 
                         between the Company and Silicon Valley Bank.

10.32 (1)          --    Loan and Security Agreement, dated December 29, 1995 
                         between the Company and Silicon Valley Bank and MMC/
                         GATX Partnership No. 1.

10.33 (1)          --    Warrant to Purchase Common Stock, dated as of December
                         29, 1995 issued to MMC/GATX Partnership No. 1

10.34 (1)          --    Agreement, dated February 29, 1996 between the Company
                         and Chiron Corporation relating to research and 
                         development funding.

10.35 (3)          --    Amendments to original Employment Agreements between 
                         the Company and Ralph E. Christoffersen, Lawrence E.  
                         Bullock and Nassim Usman, pursuant to letters dated 
                         November 14, 1996, November 22, 1996 and December 15, 
                         1996.

10.36 (3)          --    Promissory Note, dated June 4, 1996 between the Company
                         and Nassim Usman.

10.37 (3)          --    Amendment to Lease for Real Property, dated March 13, 
                         1997 between Aero-Tech Investments and the Company.

10.38 (2)          --    Employment Agreement, dated May 2, 1996 between the 
                         Company and Nassim Usman.

10.39 (2)          --    Collaboration Agreement Regarding Use of Ribozymes to 
                         Determine Gene Function, dated May 13, 1996 between the
                         Company and Chiron Corporation.

10.40 (4)          --    Amended and Restated License Agreement, dated November
                         20, 1996, between the Company, University Research 
                         Corporation, University of Colorado and United States 
                         Biochemical Corporation.

10.41              --    Amended and Restated Sublicense Agreement, dated 
                         November 20, 1996, between the Company and United 
                         States Biochemical Corporation.

10.42 (4)          --    Amended and Restated License Agreement, dated November
                         20, 1996, between the Company and Competitive 
                         Technologies, Incorporated.

10.43 (1)          --    Memorandum of Understanding, dated March 1, 1996 
                         between the Company and DowElanco.


                                       4

<PAGE>   6

EXHIBIT
NUMBER                                 DESCRIPTION OF DOCUMENT
-------                                -----------------------

10.44              --    Stock Subscription Agreement, dated September 1996, 
                         between the Company and University of Research 
                         Corporation.

10.45              --    Stock Subscription Agreement, dated November 20, 1996,
                         between the Company and United States Biochemical 
                         Corporation.

10.46 (4)          --    Assignment of License and Restated License Agreement,  
                         dated November 20, 1996, among the Company, United
                         States Biochemical Corporation and Competitive 
                         Technologies.

10.47              --    No exhibit.

10.48              --    No exhibit.

10.49 (4)          --    License Agreement dated February 14, 1997, between the
                         Company and IntelliGene, Ltd.

10.50 (1)          --    Subscription Agreement, dated as of April 17, 1995, 
                         between the Company and Parke-Davis Division of Warner-
                         Lambert Company.

10.51 (1)          --    Stock Purchase Agreement, dated as of June 28, 1995, 
                         among the Company and certain investors.

10.52 (1)          --    Agreement dated March 1, 1996, between the Company and
                         DowElanco Corporation relating to the conversion of 
                         preferred stock.

10.53 (1)          --    Stock Subscription Agreement dated as of October 30, 
                         1995, between the Company and Gewestelijke
                         Investeringsmaatschappij voor Vlaanderon n.v.

11.1 (3)           --    Statement regarding calculation of net loss per share.

23.1 (3)           --    Consent of Ernst & Young LLP, Independent Auditors.

27.1 (3)           --    Financial Data Schedule.

(1)   Incorporated by reference to the Company's Form S-B2 Registration 
      Statement, File No. 333-1908-D.

(2)   Incorporated by reference to the Company's Form 10-QSB for the quarter
      ended June 30, 1996.

(3)   Incorporated by reference to the Company's Form 10-KSB for the year ended
      December 31, 1996.

(4)   The Company has applied for confidential treatment for certain portions 
      of these exhibits. 


(b)  REPORTS ON FORM 8-K

              No reports on Form 8-K were filed during the quarter
                            ended December 31, 1996.


                                       5

<PAGE>   7



                                   SIGNATURES

          In accordance with Section 13 or 15(d) of the Exchange Act, the 
Company caused this report to be signed on its behalf by the  undersigned,  
thereunto duly authorized.

                                        RIBOZYME PHARMACEUTICALS, INC.


                                        By: /s/  RALPH E. CHRISTOFFERSEN
                                           -----------------------------------
                                           Ralph E. Christoffersen, Ph.D.
                                           Chief Executive Officer and President

Date:  May  14, 1997


          In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Company and in the capacities and on 
the dates indicated.

<TABLE>
<CAPTION>
              SIGNATURE                                   TITLE                               DATE
              ---------                                   -----                               ----
<S>                                          <C>                                              <C> 
/s/  RALPH E. CHRISTOFFERSEN                Chief Executive Officer and President              May 14, 1997
-----------------------------------         (Principal Executive Officer)
Ralph E. Christoffersen, Ph.D.


/s/  LAWRENCE E. BULLOCK                    Vice President, Administration and                 May 14, 1997
-----------------------------------         Finance, Chief Financial Officer and Secretary
Lawrence E. Bullock                         (Principal Financial and Accounting Officer)


/s/  DAVID T. MORGENTHALER                  Chairman of the Board of Directors                 May 14, 1997
-----------------------------------
David T. Morgenthaler

/s/  JEREMY C. COOK                         Director                                           May 14, 1997
-----------------------------------
Jeremy C. Cook

/s/  ANTHONY B. EVNIN                       Director                                           May 14, 1997
-----------------------------------
Anthony B. Evnin, Ph.D.

/s/  CHARLES M. HARTMAN                     Director                                           May 14, 1997
-----------------------------------
Charles M. Hartman

/s/  ANDERS WIKLUND                         Director                                           May 14, 1997
-----------------------------------
Anders Wiklund

/s/  LEWIS T. WILLIAMS                      Director                                           May 14, 1997
-----------------------------------
Lewis T. Williams
</TABLE>



                                       6
<PAGE>   8



                                 EXHIBIT INDEX

EXHIBIT
NUMBER                                 DESCRIPTION OF DOCUMENT
-------                                -----------------------

 3.1 (1)            --   Amended and Restated Certificate of Incorporation 
                         dated April 17, 1996.

 3.2 (1)            --   By-laws of the Company, as amended.

 4.1 (1)            --   Reference is made to Exhibits 3.1 and 3.2.

 4.2 (1)            --   Specimen Stock Certificate.

10.1 (1)           --    Form of Indemnity Agreement entered into between the 
                         Company and its directors and officers, with related
                         schedule.

10.2 (1)           --    Company's Incentive Stock Option Plan (the "ISO Plan"),
                         including form of Incentive Stock Option Agreement 
                         under the ISO Plan.

10.3 (1)           --    Company's Non-Qualified Stock Option Plan (the "NQSO 
                         Plan"), including form of Non-Qualified Stock Option 
                         under the NQSO Plan.

10.4 (1)           --    Company's 1996 Stock Option Plan (the "Option  Plan"),
                         including forms of Incentive Stock Option and 
                         Nonstatutory Stock Option under the Option Plan.

10.5 (1)           --    Company's 1996 Employee Stock Purchase Plan.

10.6 (1)           --    Employment Agreement, dated May 1, 1992 between the 
                         Company and Ralph Christoffersen,  Addendum to
                         Employment Agreement dated as of August 30, 1993, 
                         Second Addendum dated January 31, 1994 and Third 
                         Addendum dated January 1, 1995.

10.7 (1)           --    Incentive Stock Option Agreement between the Company 
                         and Ralph E. Christoffersen, dated as of December 23, 
                         1992.

10.8 (1)           --    Incentive Stock Option Agreement between the Company 
                         and Ralph E. Christoffersen, dated as of September 23,
                         1994.

10.9 (1)           --    Warrant Purchase Agreement, dated as of March 15, 1995
                         between the Company and Hambrecht & Quist Guaranty 
                         Finance, L.P.

10.10 (1)          --    Warrant to Purchase Common Stock, dated as of March 15,
                         1995 issued to Hambrecht & Quist Guaranty Finance, L.P.

10.11 (1)          --    Warrant to Purchase Common Stock, dated as of February
                         22, 1993 issued to LINC Scientific Leasing.

10.12 (1)          --    Warrant to Purchase Common Stock, dated as of July 30,
                         1993 issued to Douglas E. Olson.

10.13 (1)          --    Warrant to Purchase Common Stock, dated as of July 30,
                         1993 issued to Richard J. Warburg and Ruth P. Warburg.


                                       7
<PAGE>   9
                                 EXHIBIT INDEX

EXHIBIT
NUMBER                                 DESCRIPTION OF DOCUMENT
-------                                -----------------------

10.14 (1)          --    Warrant to Purchase Common Stock, dated as of December
                         28, 1994 issued to Competitive Technologies, Inc.

10.15 (1)          --    Warrant to Purchase Common Stock, dated as of December 
                         29, 1995 issued to Silicon Valley Bank.

10.16 (1)          --    Warrant to Purchase Common Stock, dated July 26, 1996 
                         issued to Silicon Valley Bank.

10.17 (1)          --    Warrant to Purchase Common Stock, dated April 17, 1996,
                         issued to Chiron Corporation.

10.18 (1)          --    Collaborative Research, Development and
                         Commercialization Agreement, dated July 15, 1994 
                         between the Company and Chiron Corporation.

10.19 (1)          --    Research Collaboration and Licensing Agreement, dated 
                         as of November 1, 1995 between the Company and 
                         Pharmacia Biotech, AB

10.20 (1)          --    Research and Development Collaboration Agreement, dated
                         as of April 19, 1993 between the Company and Parke-
                         Davis Division of Warner-Lambert Company.

10.21 (1)          --    First Amendment to the Research and Development  
                         Collaboration Agreement, dated April 19, 1993, dated as
                         of April 17, 1995 between the Company and Parke-Davis 
                         Division of Warner-Lambert Company.

10.22 (1)          --    Second Amendment to the Research and Development  
                         Collaboration Agreement, dated April 19, 1993, dated as
                         of February 8, 1996 between the Company and Parke-Davis
                         Division of Warner-Lambert Company.

10.23 (1)          --    Financing Agreement, dated March 16, 1995 among 
                         Wilderness Place Holdings L.L.C.,  Hambrecht & Quist 
                         Guaranty Finance, L.P. and the Company.

10.24 (1)          --    Negotiable Promissory Note, dated October 7, 1992 
                         between the Company and Ralph Christoffersen and 
                         Addendum dated June 25, 1993.

10.25 (1)          --    Employment Agreement, dated January 8, 1996 between the
                         Company and Lawrence E. Bullock.

10.26 (1)          --    Promissory Note, dated February 8, 1996 between the 
                         Company and Lawrence E. Bullock.

10.27 (1)          --    Lease for Real Property, dated May 20, 1992 between 
                         Aero-Tech Investments and the Company.



                                       8

<PAGE>   10

                                 EXHIBIT INDEX

EXHIBIT
NUMBER                                 DESCRIPTION OF DOCUMENT
-------                                -----------------------

10.28 (1)          --    Non-Disturbance and Attornment Agreement, dated March 
                         31, 1995 among General American Life Insurance Company,
                         Aero-Tech Investments, Wilderness Place Holdings L.L.C.
                         and the Company.

10.29 (1)          --    Master Lease Agreement, dated September 2, 1992 between
                         the Company and LINC Scientific Leasing.

10.30 (1)          --    Loan and Security Agreement, dated February 28, 1994 
                         between the Company and Silicon Valley Bank.

10.31 (1)          --    Loan Modification Agreement, dated December 21, 1994 
                         between the Company and Silicon Valley Bank.

10.32 (1)          --    Loan and Security Agreement, dated December 29, 1995 
                         between the Company and Silicon Valley Bank and MMC/
                         GATX Partnership No. 1.

10.33 (1)          --    Warrant to Purchase Common Stock, dated as of December
                         29, 1995 issued to MMC/GATX Partnership No. 1

10.34 (1)          --    Agreement, dated February 29, 1996 between the Company
                         and Chiron Corporation relating to research and 
                         development funding.

10.35 (3)          --    Amendments to original Employment Agreements between 
                         the Company and Ralph E. Christoffersen, Lawrence E.  
                         Bullock and Nassim Usman, pursuant to letters dated 
                         November 14, 1996, November 22, 1996 and December 15, 
                         1996.

10.36 (3)          --    Promissory Note, dated June 4, 1996 between the Company
                         and Nassim Usman.

10.37 (3)          --    Amendment to Lease for Real Property, dated March 13, 
                         1997 between Aero-Tech Investments and the Company.

10.38 (2)          --    Employment Agreement, dated May 2, 1996 between the 
                         Company and Nassim Usman.

10.39 (2)          --    Collaboration Agreement Regarding Use of Ribozymes to 
                         Determine Gene Function, dated May 13, 1996 between the
                         Company and Chiron Corporation.

10.40 (4)          --    Amended and Restated License Agreement, dated November
                         20, 1996, between the Company, University Research 
                         Corporation, University of Colorado and United States 
                         Biochemical Corporation.

10.41              --    Amended and Restated Sublicense Agreement, dated 
                         November 20, 1996, between the Company and United 
                         States Biochemical Corporation.

10.42 (4)          --    Amended and Restated License Agreement, dated November
                         20, 1996, between the Company and Competitive 
                         Technologies, Incorporated.

10.43 (1)          --    Memorandum of Understanding, dated March 1, 1996 
                         between the Company and DowElanco.


                                       9

<PAGE>   11

                                 EXHIBIT INDEX

EXHIBIT
NUMBER                                 DESCRIPTION OF DOCUMENT
-------                                -----------------------

10.44              --    Stock Subscription Agreement, dated September 1996, 
                         between the Company and University of Research 
                         Corporation.

10.45              --    Stock Subscription Agreement, dated November 20, 1996,
                         between the Company and United States Biochemical 
                         Corporation.

10.46 (4)          --    Assignment of License and Restated License Agreement,  
                         dated November 20, 1996, among the Company, United
                         States Biochemical Corporation and Competitive 
                         Technologies.

10.47              --    No exhibit.

10.48              --    No exhibit.

10.49 (4)          --    License Agreement dated February 14, 1997, between the
                         Company and IntelliGene, Ltd.

10.50 (1)          --    Subscription Agreement, dated as of April 17, 1995, 
                         between the Company and Parke-Davis Division of Warner-
                         Lambert Company.

10.51 (1)          --    Stock Purchase Agreement, dated as of June 28, 1995, 
                         among the Company and certain investors.

10.52 (1)          --    Agreement dated March 1, 1996, between the Company and
                         DowElanco Corporation relating to the conversion of 
                         preferred stock.

10.53 (1)          --    Stock Subscription Agreement dated as of October 30, 
                         1995, between the Company and Gewestelijke
                         Investeringsmaatschappij voor Vlaanderon n.v.

11.1 (3)           --    Statement regarding calculation of net loss per share.

23.1 (3)           --    Consent of Ernst & Young LLP, Independent Auditors.

27.1 (3)           --    Financial Data Schedule.

(1)   Incorporated by reference to the Company's Form S-B2 Registration 
      Statement, File No. 333-1908-D.

(2)   Incorporated by reference to the Company's Form 10-QSB for the quarter
      ended June 30, 1996.

(3)   Incorporated by reference to the Company's Form 10-KSB for the year ended
      December 31, 1996.

(4)   The Company has applied for confidential treatment for certain portions 
      of these exhibits.


(b)  REPORTS ON FORM 8-K

              No reports on Form 8-K were filed during the quarter
                            ended December 31, 1996.



                                      10