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

                                   FORM 10-Q

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


For the Quarter Ended AUGUST 31, 1997           Commission File No.00019678
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                            ETS INTERNATIONAL, INC.
----------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


                  Virginia                            54-1414643
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      State or Other Jurisdiction of               (I.R.S. Employer
      Incorporation or Organization)               Identification No.)


1401 Municipal Road, NW, Roanoke, Virginia               24012
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                 (Address)                             (Zip Code)


Registrant's telephone number, including area code    (540) 265-0004
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                                Not Applicable
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(Former name, former address and former fiscal year if changed since last
report)



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 and (2) has been subject to the filing
requirements for the past 90 days.

                        Yes      x        No    
                              --------          ---------

Indicate the number of shares outstanding of each of the issuer's classes of
stock, as of the close of the period covered by this report.

      Class                                     Number of Shares Outstanding
-----------------------------                   ----------------------------
   Common Stock                                          15,230,206
<PAGE>
                        PART I - FINANCIAL INFORMATION 

Item 1.     Financial Statements

ETS INTERNATIONAL, INC. AND SUBSIDIARIES
<TABLE><CAPTION>
CONSOLIDATED BALANCE SHEET
                                              AUGUST 31, 1997    MAY 31, 1997
                                              ---------------    ------------
                                                 (unaudited)       (audited)
<S>                                             <C>             <C>
ASSETS
------
Current assets:
  Cash and cash equivalents                      $   471,472      $    94,734
  Accounts receivable:
    Trade (net of allowance of $118,956
      in 1998 and $119,424 in 1997                 3,915,952        4,809,128
    U.S. Government agencies                         138,308           79,661
    Other                                            271,778          151,341
                                                  ----------       ----------
                                                   4,326,038        5,040,130
  Costs and estimated earnings in excess of 
    billings on uncompleted contracts              1,405,274        1,325,954
  Notes receivable from officers                      65,896           64,694
  Inventory                                          929,449          771,788
  Prepaid expenses                                   525,124          516,974
                                                  ----------       ----------
Total current assets                               7,723,253        7,814,274
                     
Property, plant and equipment:
  Furniture and fixtures                             989,880          984,463
  Laboratory equipment                             2,844,365        2,829,277
  Machinery, tools and equipment                   3,200,862        3,138,372
  Vehicles                                         1,854,346        1,845,518
  Leasehold improvements                             788,475          788,051
                                                  ----------       ----------
                                                   9,677,928        9,585,681
  Less accumulated depreciation                    6,690,739        6,505,254
                                                  ----------       ----------
Property, plant and equipment, net                 2,987,189        3,080,427

Other assets:
  Goodwill (net of accumulated amortization
    of $32,317 in 1998 and $28,091 in 1997)          222,901          227,155
  Notes receivable from officers                     349,314          344,152
  Prepublication costs (net of accumulated
    amortization of $329,306 in 1998 and
    $322,646 in 1997)                                202,231          208,890
  Cash surrender value of life insurance, net         26,866          142,728
  Patents granted (net of accumulated
    amortization of $34,886 in 1998 and
    $33,190 in 1997)                                  75,850           77,546
  Patents pending                                     67,233           65,905
  Other assets                                       245,528          343,472
                                                  ----------       ----------
                                                   1,189,923        1,409,848
                                                  ----------       ----------
                                                 $11,900,365      $12,304,549
                                                  ==========       ==========
/TABLE
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY



                                               AUGUST 31, 1997   MAY 31, 1997
                                               ---------------   ------------
                                                 (unaudited)       (audited)
<S>                                             <C>             <C>
Current liabilities:
  Bank overdraft                                $         0      $    44,560 
  Notes payable to bank                              89,837           89,837 
  Note Payable to stockholders                    2,000,000        2,000,000 
  Notes Payable to affiliates                       284,159          289,159 
  Current portion of long-term debt                 437,751          493,012 
  Accounts payable                                2,633,064        3,198,194 
  Accrued expenses and other liabilities            576,722          431,467 
  Common stock to be repurchased (including
    interest of $38,750) 269,565 shares;
    issued and outstanding                          426,250          409,642 
                                                 ----------       ---------- 
Total Current liabilities                         6,447,783        6,955,871 

Long-term debt                                      721,281          861,673 
Notes payable to affiliates                         185,000          201,458 
Deferred gain on sale/leaseback                     659,334          735,412 
                                                 ----------       ---------- 

Total Liabilities                                 8,013,398        8,754,414 

Common stock subject to repurchase agreement,
  269,565 shares; issued and outstanding                  0          387,500 

Stockholders' equity:
  Preferred stock, no par value; authorized
    5,000,000 shares, none issued and 
    outstanding                                           0                0 
  Common stock, no par value; authorized
    30,000,000 shares; issued and outstanding
    15,230,206 and 14,215,823 at August 31, 
    1997 and May 31, 1997, respectively           5,656,647        5,002,129 
  Retained earnings (accumulated deficit)        (1,769,680)      (1,839,494)
                                                 ----------       ---------- 

Total stockholders' equity                        3,886,967        3,162,635 


                                                 ----------       ---------- 
                                                $11,900,365      $12,304,549 
                                                 ==========       ========== 
</TABLE>
<PAGE>
ETS INTERNATIONAL, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME


                                              AUGUST 31, 1997  AUGUST 31, 1996
                                              ---------------  ---------------
                                                (unaudited)      (unaudited)
<S>                                           <C>              <C>
Contract revenues:
  U.S. Government agencies                      $   165,055      $   151,009 
  Commercial                                      5,989,133        6,088,979 
                                                 ----------       ---------- 
                                                  6,154,188        6,239,988 

Cost of goods and services                        4,788,229        5,052,117 
                                                 ----------       ---------- 
         Gross profits                            1,365,959        1,187,871 

Selling, general and
  administrative expenses                           949,540        1,007,817 
                                                 ----------       ---------- 
         Net operating income                       416,419          180,054 

Miscellaneous income                                 12,043            9,033 
Interest expense                                   (358,648)         (87,966)
                                                 ----------       ---------- 

         Net income                             $    69,814      $   101,121 
                                                 ==========       ========== 


Net Income per common share:
  Primary                                               .00              .01 
  Fully diluted                                         .00              .01 

Average shares of common stock used
  for the above calculation:
    Primary                                      15,805,181       12,613,472 
    Fully diluted                                15,806,115       12,613,472 
</TABLE>

<PAGE>
ETS INTERNATIONAL, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY QUARTER ENDED AUGUST 31, 1997


                                                                                Retained
                                                                                Earnings
                                                  Common Stock                (Accumulated
                                            Shares            Amount             Deficit)
                                          -----------       -----------        -----------
                                          (unaudited)       (unaudited)        (unaudited)

<S>                                       <C>               <C>               <C>
Balances at May 31, 1997                    14,215,823       $ 5,002,129       $(1,839,494)


Conversion of convertible debentures           724,818           257,018

Proceeds from exercise of employee
  stock options                                 20,000            10,000

Cancellation of previous agreement to
  Repurchase stock issued pursuant to 
  an asset purchase                            269,565           387,500

Net Income                                                                          69,814 
                                            ----------        ----------       ----------- 

Balances at August 31, 1997                 15,230,206       $ 5,656,647       $(1,769,680)

</TABLE>
<PAGE>
ETS INTERNATIONAL, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOW

                                                        THREE MONTHS ENDED 
                                                 AUGUST 31, 1997   AUGUST 31, 1996
                                                 ---------------   ---------------
                                                   (unaudited)      (unaudited)

<S>                                              <C>              <C>
Cash flows from operating activities:
  Net income                                       $   69,814       $  101,121 

  Adjustments to reconcile net income (loss) 
    to net cash provided by (used in) 
    operating activities:
      Depreciation and amortization                   206,380          212,803 
      Amortization of convertible debentures
         discount                                     207,076 
      Amortization of deferred gain on                        
         sale/leaseback                               (76,078)         (76,077)
  Increase or decrease in operating assets
    and liabilities:
    Accounts receivable                               714,092         (670,593)
    Costs and estimated earnings in excess of
      billings on uncompleted contracts               (79,320)         (75,479)
    Inventories                                      (157,661)         (63,593)
    Prepaid expenses                                   (8,150)         (19,586)
    Accounts payable                                 (565,130)         402,303 
    Accrued expenses and other liabilities            168,883          (26,453)
    Cash surrender value of life insurance,net        115,862           (5,149)
    Other Assets                                       89,656            9,719 
                                                   ----------       ---------- 
Net cash provided by (used in) 
  operating activities                                685,424         (210,984)

Cash flows from investing activities:
  Purchase of property, plant and equipment           (92,247)        (203,884)
  Patent Cost Incurred                                 (1,328)          (2,298)
                                                   ----------       ---------- 
Net cash used in investing activities                 (93,575)        (206,182)

Cash flows from financing activities:
  Bank overdraft                                      (44,560)          (8,746)
  Notes receivable from officers (increase)
    decrease                                           (6,364)          12,117 
  Notes payable increase (decrease)                         0          300,178 
  Proceeds from long-term debt                              0           53,000 
  Principal payments on long-term debt               (152,729)         (85,578)
  Proceeds from issuance of common stock               10,000                - 
  Notes payable to affiliates increase                (21,458)         107,942 
                                                   ----------       ---------- 
Net cash provided by financing activities            (215,111)         378,913 
                                                   ----------       ---------- 
Increase (decrease) in cash and cash equivalents      376,738          (38,253)

Cash and cash equivalents at beginning of year         94,734          121,713 
Cash and cash equivalents at end of period         $  471,472       $   83,460 
                                                   ==========       ========== 
/TABLE
<PAGE>

      Supplemental disclosures of cash flow information and noncash investing
activities:  Interest paid on notes payable and long-term debt was $238,525
and $87,966 for the three months ended August 31, 1997 and 1996 respectively.
Capital lease obligations of $0 and $ 0 were incurred during the first
quarter of fiscal 1998 and 1997 respectively for vehicles, furniture and
fixtures and laboratory equipment.

<PAGE>
ETS INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A--BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information as set forth in Article 10 of Regulation S-X. 
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements.  In the opinion of management, all necessary adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included.  Operating results for the three months
ended August 31, 1997 are not necessarily indicative of the results that may
be expected for the year ending May 31, 1998.


NOTE B--PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of ETS
International, Inc. and its wholly-owned subsidiaries, ETS, Inc., ETS
Analytical Services, Inc. and ETS Water And Waste Management, Inc. 
Significant intercompany accounts and transactions have been eliminated in
consolidation.


NOTE C--EARNINGS PER SHARE

Earnings per share have been computed on the basis of the weighted average
number of shares outstanding, after giving appropriate effect for common
stock issued.  Stock options and warrants have been included as common stock
equivalents when they result in dilution of earnings per share.


NOTE D--BUSINESS COMBINATION  

(None)


<PAGE>
ITEM 2:     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

Forward Looking Statements

      From time to time, the Company may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, technological developments, new products, research and development
activities and similar matters.  The Private Securities Litigation Reform Act
of 1995 provides a safe harbor for forward-looking statements.  In order to
comply with the terms of the safe harbor, the Company notes that a variety of
factors could cause the Company's actual results and experience to differ
materially from the anticipated results or other expectations expressed in
the Company's forward-looking statements.  The risks and uncertainties that
may affect the operations, performance, development and results of the
Company's business include the following:  (i) changes in legislative
enforcement and direction, (ii) unusually bad weather conditions, (iii)
unanticipated delays in contract execution, (iv) sudden loss of key
personnel, (v) abrupt changes in competition, and (vi) abrupt changes in
market opportunities.

Results of operations

Introduction

      A few relatively large contracts in any one business segment in any
fiscal year can make any segment generate relatively large revenues in that
year.  Because disproportionate generation of income has occurred
periodically throughout the existence of ETSI, the Company's strategy has
been to offer a variety of services and maintain a flexible staff capable of
executing different tasks.  Services are tied to different markets, such as
new pollution control equipment expenditures by industry, government funding
or legislative enforcement.  In addition, ETSI continually markets its
services through brochures, seminars and attendance at trade shows and
conferences and by telemarketing.  ETSI attempts to increase its business in
the aggregate.  As the United States experiences economic and legislative
cycles, the demand for each of the Company's services fluctuates accordingly. 
Likewise, economic cycles in countries such as Taiwan and Korea can influence
the foreign demand for ETSI's products and services.

      ETSI has divided its revenues into four meaningful categories: 
(a) services - encompassing field and analytical testing, regulatory
assistance and monitoring; (b) consulting /engineering - encompassing
consulting and engineering services and educational areas; (c) products; and
(d) construction.

First Quarter Fiscal 1998 Compared to First Quarter Fiscal 1997

      Revenues for the first quarter of 1998 were $6,154,188 compared to
$6,239,988 for the first quarter of fiscal 1997.

      Total testing service revenues were $1,052,440 for the current quarter
for a 25% decrease from the revenues reported for the first quarter of fiscal
1997 of $1,402,653.  This decrease in large part was due to the continued
reduction in the quantity of services contracted out by industrial customers
in the face of significantly relaxed regulatory enforcement in the geographic
areas served by the Company and the Company's lack of a complete sales force. 
Field testing revenues were $384,567 compared to $523,695 for a 27% decrease. 
Source testing activities, while still very low compared to past years, are
<PAGE>
anticipated to pick up.  Major customers for the first quarter of fiscal 1998
included a waste incinerator plant, a utility power plant, a hazardous waste
incinerator firm and an environmental engineering firm.  Regulatory
assistance revenues for the first quarter of fiscal 1998 were $45,067
compared to $71,874 for a decrease of 37%.  While these services are down
from the previous year first quarter, there currently are a number of short-
term projects in progress.  Major customers included a steel manufacturer
which accounted for 64% of the total.  Monitoring services for the current
quarter were $60,840 compared to $19,800 for the previous years' first
quarter for a 207% increase.  This increase is the result of contracts with
two major customers, a chemical plant and a sanitation plant.

      Revenues for analytical laboratory services for the quarter were
$561,966 compared to $787,284 for the first quarter of fiscal 1997 for a 29%
decrease.  Revenues in the lab were extremely disappointing as the revenues
from the environmental engineering contractors relating to site remediation
activities were the lowest they have been in recent years, and industrial
revenues were basically flat.  Government revenues from the EPA Office of
Water were up for the quarter.  In response to the losses, the Richmond
laboratory was scaled back to only a skeleton operation to reduce cost. 
Samples received in Richmond are transferred to the Roanoke laboratory for
performance.  

      Revenues for products were $203,156 for the current quarter compared to
$6,239, representing the start-up of the Taiwan order received during this
first quarter to supply three of the Company's LEC systems for a value of
approximately $7,000,000.  A definitive contract has been negotiated with
respect to this order.  

      Consulting and engineering revenues for the fiscal 1998 current quarter
were $100,170 compared to $83,935 for an increase of 19%.  Revenues for the
consulting area were $6,469 compared to $3,282 for the prior year first
quarter.  Engineering revenues, although above expectations, were $64,655
compared to $75,813, for a decrease of 15%.  The major customer for the
current quarter was an iron foundry and a medical waste incinerator company
which accounted for 76% of the engineering service revenues.  In-house
revenues representing book sales were $4,847 for the current quarter compared
to $4,175 for the first quarter of fiscal 1997.  Seminar revenues for the
current quarter were $24,199 compared to $665 for the same period of fiscal
1997 and were derived from a baghouse seminar conducted for a Korean
engineering firm.  

      Construction revenues for the first quarter of fiscal 1998 were
$4,798,422 compared to $4,747,161.  Commercial irrigation activities were
stronger and the service department continues to show strong performance. 
Construction activities in Florida, while down in revenues from the first
quarter of fiscal 1997, are currently strong, and management anticipates
satisfactory  activities for the remainder of the year.  The construction
companies received $2,225,000 in new orders for the first quarter of fiscal
1998.

      Cost of goods and services for the quarter were $4,788,229 or 78% of
the total revenues for the current quarter compared to $5,052,117 or 81% of
the fiscal 1997 first quarter revenues.  Gross profits for the quarter were
$1,365,959 or 22% of the total revenues compared to $1,187,871 or 19% of the
total revenues for the same period of fiscal 1997.  This decrease in cost of
goods and services and increase in gross profits represents an effort in
cutting cost and the sale of more profitable contracts.
<PAGE>
      Selling, general and administration expenses for first quarter of
fiscal 1998 were $949,540 or 15% of total revenues compared to $1,007,187 or
16% of the fiscal 1997 first quarter revenues.  The first quarter expenses
are generally higher due to the costs of auditing and SEC filings for the
year-end reports.

      Miscellaneous income for the quarter was $12,043 compared to $9,033 for
the same period of fiscal 1997 representing interest income.  Interest
expense for the current quarter was $358,648 compared to $87,966 for the
first quarter of fiscal 1997.  The current quarter increase includes the
interest expense on notes, leases and loans of $140,664 and interest and
amortization in the amount of $217,984 associated with the convertible
debentures financing.

      Net income for the current quarter was $69,814 compared to $101,121 for
the same period of fiscal 1997.  The construction companies generated income
during the current quarter of $364,251 while the environmental operations had
losses of $294,437.  Losses in the analytical laboratory are anticipated to
continue for the next two quarters.  Additional actions to reduce or 
eliminate losses are being reviewed by the Company.

      Liquidity And Capital Resources As Of The End Of The First Quarter of
Fiscal Year 1998

      During the first quarter of fiscal 1998, proceeds were received from
the exercise of employee stock options to purchase 20,000 shares of the
Company's common stock at an aggregate price of $10,000.  Additionally, there
were 724,818 shares of common stock issued in connection with the conversion
of convertible debentures with an equity book value of $257,018.  These
debentures were issued in connection with a Regulation S Convertible
Debentures Purchase Agreement dated as of February 28, 1997. 

      ETSI maintains a note with Thomas Marmon, a member of the Board of
Directors, which replaced the bank's line of credit during the third quarter
of fiscal 1997 in the amount of $2,500,000.  The current advance under the
note is in the amount of $2,000,000.  The note calls for fixed monthly
interest of $25,000 over a two-year term, subject to call by the holder upon
60 days notice and is secured by the assets of the Company and its
subsidiaries.  The Company may repay the note at any time without penalty.

      The second quarter of fiscal 1998 may see improved revenues and income. 
The construction companies currently anticipate relatively the same results
as the first quarter, but the overall construction activities in the Richmond
and Florida areas look strong for the foreseeable future.  Activities in the
field testing area are expected to improve to show at least a break even for
the second quarter.  

      The net cash provided by operating activities of $685,424 included the
net income of $69,814, decrease in accounts receivable of $714,092,
depreciation of $206,380, amortization of convertible debenture discount of
$207,076, cash from life insurance surrender value of $115,862 and other
assets and accrued liabilities of $258,539.  These were offset by cash used
in decrease in accounts payable of $565,130, increase in inventory of
$157,661, decrease in deferred gain on sale/leaseback agreement of $76,078,
increase in costs and estimated earnings in excess of billings on uncompleted
contracts of $79,320 and increase in prepaid expenses of $8,150.  Net cash
used in investing activities included the purchase of property, plant and
equipment and patent cost of $93,575.  Components of net cash provided by
financing of $215,111 included a bank draft of $44,560, decrease in notes
<PAGE>
receivable from officers of $6,364, principal payment on long-term debt of
$152,729 and increase in notes payable to affiliates of $21,458 less proceeds
from issuance of common stock of $10,000.  Net cash and cash equivalents at
August 31, 1997 was $471,472, compared to $83,460 at August 31, 1996.

      New orders received for the first quarter of fiscal 1998 were
$13,486,169 compared to $4,966,475 for the first quarter of fiscal 1997.  The
current quarter new orders reflects the order received from China Steel
Company for three LEC systems to be installed in Taiwan at an approximate
value of $7,000,000.  Backlog at August 31, 1997 was $15,396,408 compared to
$5,609,988 at August 31, 1996.  In addition to the backlog, ETSI held open
task orders from various clients, principally government agencies.  If all
the work under these open orders is authorized, the Company estimates it
contract backlog would increase by $468,310 for a total of $15,864,718
compared to a total contract value of $7,337,189 at the end of the first
quarter of fiscal 1997.

      Most of ETSI's contracts are of short-term duration and are completed
within a few months of the order or award.  Certain contracts such as those
from utilities are annual and are completed in stages against task orders. 
Government agencies often issue open orders for which subsequent task orders
are issued.  There are no conditions precedent to the issuance of task
orders, and they are issued pursuant to the specific orders of the client for
the service.  Experience shows that substantially all open orders ultimately
result in task orders and at times have exceeded the amount of the open
order.  There can be no assurance that existing contracts or future orders
containing open orders will result in task orders covering the entire
contractual amounts.  ETSI is not aware of any significant unrecognized cost
to complete any open contract.


                          PART II - OTHER INFORMATION

Item 1.     Legal Proceedings.

            None

Item 2.     Changes in Securities.  

      Pursuant to a Regulation S Convertible Debentures Purchase Agreement,
during the first quarter of fiscal 1998, the Company issued 724,818 shares of
its common stock in connection with the conversion of the debentures with a
face value of $257,018.

      Pursuant to the terms of a repurchase agreement executed in connection
with the purchase of assets from Olympic Industries, Inc., ETSI had certain
obligations to repurchase up to 539,130 shares of the Company's common stock
at $1.43 per share.  This obligation to repurchase has been booked as a debt
of the Company rather than equity.  By agreement dated July 21, 1997, it was
determined that ETSI would pay for 269,565 shares (the "Repurchased Shares"),
which totaled $387,500 plus an extension fee of $38,750, in cash, and the
obligation to repurchase the remaining shares was terminated.  The Company
has paid $38,750.  At August 31, 1997, $387,500 was removed from debt and
placed in equity to reflect the termination of the obligation to purchase the
remaining 269,565 shares.  The remaining debt of $387,500 will be removed
from debt and placed in equity when the Company pays the amount due to
Olympic Industries for the Repurchased Shares.  
<PAGE>
Item 3.     Defaults upon Senior Securities.  

            None

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

            None

Item 5.     Other Information.

      The Company's common stock has traded on the AMEX-ECM since July, 1992. 
As a result of significant losses in fiscal year 1996, the Company fell out
of compliance with certain AMEX-ECM eligibility requirements, including
profitability, net asset value and stock price and therefore, the Company is 
under review by AMEX.  The Company has worked diligently to improve these 
areas.  As a result, profitability in fiscal year 1997 improved and net asset
value increased.  While the Company is pleased with its progress to date, 
additional progress is needed to bring the Company into full compliance with 
the AMEX-ECM continued eligibility requirements.

Item 6.     Exhibits and Reports on Form 8-K

            (a)    Exhibits

            10(a)  Contract dated September 12, 1997, by and between China
                   Steel Corporation and ETS International, Inc.

            27     Financial Data Schedule

            (b)    Reports on Form 8-K

                   None
<PAGE>
                                  SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this registrations statement to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                          ETS INTERNATIONAL, INC.


DATE  October 14, 1997                    BY:  s/John D. McKenna
      ----------------                         -----------------------------
                                                 John D. McKenna
                                                 President and
                                                 Principal Executive Officer



DATE  October 14, 1997                    BY:  s/John C. Mycock
      ----------------                         -----------------------------
                                                 John C. Mycock
                                                 Secretary/Treasurer and
                                                 Principal Financial Officer
<PAGE>