SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                            FORM 10KSB

[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
            For the fiscal year ended December 31, 1996
                                or
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

      For the transition period from __________ to __________

                    Commission File No. 0-3802

                   Western Standard Corporation          
          (Name of small business issuer in its charter)

            Wyoming                              83-0184378     
(State or other jurisdiction                (I.R.S. Employer
of incorporation or organization)            Identification No.)

205 South Broadway
Riverton, Wyoming                                   82501       
(Address of principal                             (Zip Code)
executive offices)

   Issuer's telephone number, including area code: (307)856-9288

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

                   Common Stock, $.05 par value
                         (Titles of Class)

Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the issuer 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 herein, and no disclosure will
be contained, to the best of registrant's knowledge in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10KSB or any amendment to this Form 10KSB. [X]

Issuer's revenues for the fiscal year ended December 31, 1996 were
$8,587,856.

As of March 15, 1997, there were 9,965,015 shares of the
registrant's common stock outstanding.  The aggregate market value
of the voting stock held by non-affiliates of the registrant was
$185,816, based upon the average of the bid and asked prices of the
common stock on March 15, 1997.

DOCUMENTS INCORPORATED BY REFERENCE:

   Page 1 of  53  pages.  The exhibit index begins on page  46 .

                              PART I.

Item 1.  Description of Business.

Business Development

     Western Standard Corporation ("WSC") was incorporated under
Wyoming law on February 24, 1955.  WSC and its subsidiaries hold
interests in and to mineral, oil and gas, and recreational real
estate properties and the Snow King Ski Area (the "Ski Area"), the
Snow King Hotel (the "Hotel"), and the Snow King Complex (the
"Complex") in Jackson, Wyoming.  WSC's primary business activity is
its operation of the Hotel, the Ski Area, and the Complex through
its subsidiary, Snow King Resort, Inc. ("SKRI").

       The Snow King Complex is managed by Snow King Resort
Management, Inc. ("SKRMI") pursuant to a management agreement with
SKRI providing for a management fee equal to 2% of gross revenues. 
SKRMI is entirely owned and controlled by Manuel B. Lopez and
Stanford E. Clark, officers and directors of WSC.  

     SKRI

     SKRI is a Wyoming corporation formed on December 28, 1990, by
WSC to serve as a vehicle to accomplish a Restructuring fully
explained in prior Forms 10-K and 10-KSB.  The officers and
directors of SKRI are as follows:
     
     (a) Manuel B. Lopez, President and Director
     (b) Stanford E. Clark, Treasurer and Director
     (c) James Peck, Director
         Max Chapman, Director
         Clarene Law, Director
         Joe Byron, Director
         Peter Wold, Director
         Creed Law, Secretary
 
     (a) Mr. Lopez is also Vice President and a Director of Western
Standard Corporation.

     (b) Mr. Clark is also President and a Director of Western
Standard Corporation.

     (c) Mr. Peck is also a Director of Western Standard
Corporation.

The principal executive offices of SKRI are located at 400 East
Snow King Avenue, Jackson Hole, Wyoming, 83001, telephone number
(307) 733-5200.

     The beginning capital structure of SKRI is as follows:

     Common Stock.  The articles of incorporation of SKRI authorize
two classes of common stock, Class A Common Stock and Class B
Common Stock.  The preferences, limitations and relative rights of
both classes of common stock are equivalent in all respects, with
the exception of voting rights with respect to the election of
directors.  The holders of Class A Common Stock are entitled to
elect three directors of SKRI while the holders of Class B Common
Stock are entitled to elect four directors.  There are currently
12,000 shares of Class B Common Stock, outstanding, all of which
are owned by WSC.  Initially, there were 2,150 shares of Class A
Common Stock outstanding, all of which is owned by the investors
who purchased shares in the Offering.  (See page 4 for additional
sale of shares.)

     Preferred Stock.  The articles of incorporation of SKRI
authorize one class of preferred stock, Class A Preferred Stock. 
Each share of Class A Preferred Stock is entitled to a cumulative
dividend preference of $7.00 per share per year, has no voting
rights, and is entitled to a liquidation dividend preference of
$140.00 per share.  After payment of the above described dividend
preferences, the Class A Preferred Stock shall participate equally
in any dividends declared.

     Convertible Subordinated Debentures.  Each Convertible
Subordinated Debenture, which debentures were issued in
denominations of $20,720 face amount each, is convertible into 148
shares of Class A Preferred Stock, bears interest at the rate of
10.5% per annum (payable annually and with unpaid interest accruing
at the rate of 12% per annum in the event of any failure to make an
interest payment when due), is subordinated to the Orix Loan with
respect to the payment of principal and interest, the funding of
certain reserve accounts, and the payment of management fees for
operation of the Hotel, matures on January 31, 2007, and is subject
to the right of SKRI to call all or a portion of the debentures as
follows:  (i) on or after January 31, 1994, but prior to January
30, 1995, for 130% of the face amount plus accrued but unpaid
interest; (ii) on or after January 31, 1995, but prior to January
30, 1996, for 125% of the face amount plus accrued but unpaid
interest; (iii) on or after January 31, 1996, but prior to January
30, 1997, for 115% of the face amount plus accrued but unpaid
interest; (iv) on or after January 31, 1997, but prior to January 
30, 1998, for 110% of the face amount plus accrued but unpaid
interest; and (v) on or after January 31, 1998, for 105% of the
face amount plus accrued but unpaid interest.  

     All of these debentures were converted to Class A preferred
stock in 1994.  

     Additional Sales of Stock.  SKRI sold, in a private offering,
800 shares of Class A Common Stock of SKRI for $140 per share
($112,000 in the aggregate), and $2,072,000 face amount of
Debentures for 100% of the face amount.  The total amount of funds
raised in the private offering, before expenses of the offering,
was $2,184,000.  Manuel B. Lopez and his wife, Deborah, purchased
10% of the securities sold in the Offering.  Margaret Peck, the
largest shareholder of WSC (26.8%), also purchased 10% of the
securities sold in the Offering.

     In April, 1992, SKRI granted an option to purchase 3,000
shares of Class B Common Stock for a period of ten years at a price
of $140 per share to Mr. Lopez and his wife.

     In March, 1993, the SKRI debenture holders purchased an
additional 1,350 shares of Class A Common Stock at a price of $140 
per share.  In 1994, the debenture holders purchased 1,550 shares
of Class A stock at $140.00 per share.

     In 1994, all outstanding convertible debentures were converted
into 14,800 shares of Class A preferred stock at $140.00 per
share. 
At December 31, 1994, 3,700 shares of Class A, 12,000 shares of
Class B, and 14,800 shares of Class A preferred nonvoting stock,
were issued and outstanding.  The issuance of the Class A preferred
nonvoting stock did not reduce Western Standard's voting power in
Snow King Resort, Inc., although preferred Class A nonvoting stock
has certain preferred claims on Snow King Resort, Inc.'s assets in
case of dissolution.

     As a result of the Restructuring, SKRI now owns all of the
assets comprising the Ski Area and the Hotel.  WSC now owns
approximately 76.43% of the outstanding voting stock of SKRI.  SKRI
intends to operate the Complex in the same manner as they have been
operated over the last several years.

     Each shareholder in Snow King Center, Inc. has signed an
option to exchange all of his shares for Snow King Resort, Inc. 
shares at the basis of ten Center shares for one Resort share.  If
all of these options are exercised, 98 shares of Snow King
Resort,Inc. Class A stock will be issued.

     As part of the Restructuring, SKRI entered into a new
operating agreement with SKRMI pursuant to which SKRMI manages the
Snow King Complex.  The operating agreement provides for the
payment to SKRMI of a management fee equal to 2% of the gross
revenues of the Hotel.  Payment of principal and interest on the
Debentures is subordinated to payment of the management fee. 
Payment of the management fee is subordinated to the payment of
principal and interest on the Orix Loan.

Competitive Conditions

     Locally, the Ski Area and the Hotel are faced with intense
competition from a newer, bigger, more prestigious and nationally
recognized ski resort, which is in close proximity to its
operations.  Such ski resort, known as Teton Village, is owned and
operated by a company with greater financial resources than WSC and
SKRI.  Nationally, the ski resort industry is extremely competitive
and many of WSC's and SKRI's competitors have more experience and
greater financial resources than does WSC and SKRI.

     Oil and gas exploration and production is a highly competitive
business.  If WSC were to engage in active oil and gas operations,
it would compete with a number of other companies, including major
oil companies and other independent operators, virtually all having
more experience and greater financial resources.  WSC does not hold
a significant competitive position in the oil and gas industry. 
WSC's oil and gas interests are operated by others.

     Likewise, WSC's recreational land activities are faced with
keen competition from much larger more financially capable
companies.  WSC's competitive position in this area of activity is
insignificant.

Oil and Gas Customers

     WSC believes there is a ready market for its share of oil and
gas produced by operators of properties in which it has an
interest.  However, WSC has no control over worldwide factors
affecting supply and demand for oil and gas which influence oil and
gas prices.  Eighty-Eight Oil Company purchased approximately all
of WSC's share of oil production during 1996.  GPM Gas Corporation
and KN Energy purchased the gas.

Patents, Licenses, Franchises and Concessions

     SKRI owns a Resort liquor license which is subject to renewal
each year.  It has been renewed through 1997.

     The Ski Area is operated primarily on land owned by the United
States which SKRI is permitted to use pursuant to a special use
permit expiring October 31, 2011.  The permit is non-transferrable
and is terminable upon 30 days written notice to SKRI if a
determination is made by the Secretary of Agriculture or any
official of the Forest Service that the public interest requires
such termination.  SKRI is required to pay an annual fee for the
permits which is based upon revenues generated by the Ski Area.

Environmental Impact

     WSC's holding and/or development of its oil and gas and
SKRI's 
recreational properties requires compliance with various
requirements concerning environmental quality; and such compliance
may necessitate significant capital outlays, may materially affect
potential future earnings of WSC, or may cause material changes in
WSC's business.  WSC believes that it is in substantial compliance
with all applicable environmental laws, rules, and regulations.

Number of Persons Employed

     During 1996, WSC, including its subsidiaries, because of the
seasonality of its business, had between 169 and 257 employees,
including its officers.

Seasonality

     The activities of the Hotel and the Ski Area are seasonal in
nature and are highly dependent on the number of tourists visiting
the area and the number of conventions and tour groups booked. 
Tourism reaches peaks from May through September and, for skiing,
from December through March.

Financial Information About Industry Segments

     WSC includes in its financial reporting two segments, an oil
and gas segment and a Snow King Hotel segment.  The financial
information relating to segments may be found in the Consolidated
Financial Statements included in this Annual Report on 10KSB as
Item 7.

Item 2.  Description of Property.

                    RECREATION AREA PROPERTIES

Teton County, Wyoming

     The assets and the properties herein referred to as the Hotel
and the Ski Area consist of the following:

     (1)  8.29 acres on which the 204 room hotel with a convention 
          center and related facilities are located.

     (2)  43.5 acres and Town of Jackson leases on 27.2 contiguous
          acres.  A lease on the ski shelter and part of the 27.2
          acres expires May 31, 2023.  The lease on the balance
          (the larger portion, including the Ice Rink) of the 27.2
          acres also expires May 31, 2023.  During 1992, the Town
          and SKRI agreed to demolish the ski shelter and replace
          it with a larger structure having both a ski shelter and
          a skating rink.  These structures have been completed
          and are in use.  The skating rink is leased by a new
          entity; see Item 12.  "Certain Relationships and Related
          Transactions."

     (3)  A 30-year Forest Service Term Special Use Permit on 
          369.51 acres on the adjoining Snow King Mountain, which
          expires October 31, 2011.

     (4)  A warming hut at the base of Snow King Mountain.

     (5)  A double chair ski lift on Snow King Mountain constructed
          and put into use in 1981.

     (6)  A double chair lift reaching from the base of Snow King
          Mountain to approximately 1/2 the distance to the top of 
          the mountain.  This lift was acquired July 14, 1986 and
          is known as the Rafferty Lift.

     (7)  In 1994, a triple chair lift was installed that extends
          approximately half way to the top of Snow King mountain.
          This opens up additional intermediate skiing areas.  The
          cost of the new chair lift, additional lights for night
          skiing, water lines, pump, and additional snow making
          equipment installed, totalled $1,683,997.

     (8)  Mountain grooming and communications equipment.

     (9)  A warming hut and snack shop at the summit of Snow King
          Mountain.

     (10) The Alphorn Motel in Jackson, Wyoming, consisting of 17
          units, a large lodge room, and a small cabin, located on
          six lots of land at the base of Snow King Mountain
          adjacent to the ski lift.  It is currently listed for
          sale at $1,300,000.00.

     (11) Alpine Slide.

     All of the above properties are subject to the lien of Orix as
security for the Orix Loan.

     During 1992, SKRI transferred 1.3 acres of land to the town of
Jackson for a location on which to construct an indoor skating
rink.

Fremont County, Wyoming

     WSC, through its wholly-owned subsidiary, Western Recreation
Corporation, owns 120 acres of lakeside property adjacent to and
underlying Ocean Lake, 14 miles west of Riverton, Wyoming, of which
approximately 80 acres are above the high water line.  Several
building sites are located on this property.  Some of this land is
rented out as farmland.  This property is currently for sale.

                MINERAL AND OIL AND GAS PROPERTIES

     The following is a brief description of the mineral and oil
and gas properties in which WSC held an interest as of December 31,
1996:
<TABLE>
<S>                  <C>       <C>         <C>           <C>
Mining Claims
                                  Number     Approximate     Wyoming
Name                   Mineral   of claims     Acreage       County

Such Claim No. 7       Uranium       1            20          Carbon

WSC owns a 5% net profit interest in Patented Such Claim No. 7.




Non-Producing Oil and Gas Interests

Leases
on Which             Approxi-
Royalties are          mate      WSC's      County       Date Leases
Held                 Acreage    Interest   and State       Expire  

Treasure Unit           320       2.0%*   Sweetwater       Held by  
Lease w-28853                               Wyoming       production
                                                           in Unit  

Daly Lease,             400      12.5%**   Campbell        Held by  
Kitty Field                                 Wyoming       production
                                                           in Unit  
*     Overriding royalty interest.
**    Working interest.
</TABLE>
Producing Oil and Gas Properties

     WSC is not the operator of any of the oil and gas properties
described below from which it received income during 1996.  WSC
does not know of any planned exploration in 1997 on any of the oil
and gas properties operated by others in which it has interest. 
WSC does not plan active exploration of any of its oil and gas
properties during 1997.

     To the best of WSC's knowledge, the underlying leases are in
good standing.  Reference is made to page 40, Note 14 included with
the Consolidated Financial Statements for detailed information
concerning WSC's oil and gas operations for its three fiscal years
ended December 31, 1996.

     As a result of WSC's difficult financial position stemming
from its working capital deficit, operating losses and lack of
liquidity, and the fact that WSC holds small non-operating
interests in its oil and gas properties, it has not engaged an
independent petroleum engineering firm to render a report on its
oil and gas reserves.  Further, WSC has no staff or expertise
enabling it to internally estimate its oil and gas reserves.  The
financial statement carrying value of the properties is nominal and
it has recovered its entire investment.  WSC has not engaged in
active oil and gas operations during the past three years and does
not expect to do so during 1997.  The Consolidated Financial
Statements do, however, contain a considerable amount of
information concerning WSC's oil and gas segment and the results of
its operations during the past three years.  The following further
describes WSC's oil and gas properties:

Kaye Field

     WSC owns a 20.348% working interest (15.26% net revenue
interest) in two producing wells located on 308 gross (62.67) net
acres in Section 5, T36N, R67W, Converse County, Wyoming.

     WSC's entire interest in wells #22-5 and #24-5 in the Kaye
Field was sold in January, 1997 for $70,000 cash to Ensign Oil &
Gas, Inc. to avoid the expense of an attempt to water flood the
field and to avoid the loss of income from the wells while
production was stopped during the water flood attempt.  WSC would
have been unable to contribute its share of the water flood
expense.

Central Hilight Unit

     WSC owns a 1.0827% royalty interest in Tract #47 of the
Central Hilight Unit located in Campbell County, Wyoming, which
currently produces from the Muddy Formation.  Tract #47 has been
assigned a 6.268% interest in the Central Hilight Unit, which
converts to a 0.0006787 interest to WSC.  The Unit was formed by
the Wyoming Oil and Gas Commission, effective November 1, 1971, and
placed under a water flood program.

Grady Unit

     Effective September 1, 1971, the date these properties were
unitized, WSC purchased a 5.027% working interest (2.721% net
revenue interest) in the Grady Unit, which consists of
approximately 9,440 gross (472 net) acres located in T45N and T46N,
R71W, Campbell County, Wyoming.  In 1993, WSC's working interest
was reduced to 0.029644.  This provides additional revenue to WSC.

Payne Field

     WSC has a 1% OR in the Payne Field which consists of 320 gross
acres, 35.2 net acres, in Campbell County, Wyoming.  The NBC #1
well in the Payne Field is producing.

Exploratory and Development Wells Drilled

     WSC did not participate in the drilling of any wells during
the last three fiscal years.

Production, Productive Wells and Reserves

     Two of WSC's significant oil and gas properties are subject to
complex unitization agreements involving a large number of wells
with varying ownership interest making any attempt to estimate its
reserves difficult, relatively expensive, and subject to error. 
Moreover, WSC is not certain that operators would open their
technical files to any engineer employed by WSC.

Miscellaneous

     WSC is not obligated to provide quantities of oil or gas in
the future under existing contracts or agreements.

     WSC has not filed any reports containing oil or gas reserve
estimates with any federal or foreign governmental authority or
agency within the past 12 months.

Item 3.  Legal Proceedings.

     All law suits have been settled by our insurance carrier. 
Neither WSC nor SKRI is a party to any lawsuit or legal proceeding,
and none are contemplated or threatened against them.

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

     No matter was submitted to a vote of security holders during
the fourth quarter of the year ended December 31, 1996.

                             PART II.

Item 5.  Market for Registrant's Common Equity and Related
Stockholder Matters.

     WSC's common stock, $0.05 par value, is sporadically traded
over the counter.  Trading in WSC's common stock is reported by the
National Daily Quotation Service ("pink sheets") and the National
Association of Securities Dealers, Inc. Non-NASDAQ OTC Bulletin
Board.  Quotations shown below reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not necessarily
represent actual transactions.
<TABLE>
    <S>                                       <C>           <C> 
                                                       Bid Prices   
                                                 Low           High
     1996
     First Quarter                             .0625           .0625
     Second Quarter                            .0625           .0625
     Third Quarter                             .0625           .0625
     Fourth Quarter                            .0625           .0625

     1995
     First Quarter                             .0625           .0625
     Second Quarter                            .0625           .0625
     Third Quarter                             .0625           .0625
     Fourth Quarter                            .0625           .0625

</TABLE>
     As of December 31, 1996, there were approximately 3,549 
holders of record of WSC's common stock.

     WSC has not paid any dividends on its common stock and does
not expect to do so in the foreseeable future.

Item 6.  Management's Discussion and Analysis or Plan of Operation.

     Management recommends that the discussion below be read in
conjunction with the Financial Statements and Notes thereto
included in this Annual Report on Form 10KSB as Item 7.

Liquidity and Capital Resources

     As explained in Item 1 of this Annual Report on Form 10KSB,
Western Standard Corporation completed a restructuring of 
its interests in the entire Snow King Complex in Jackson Hole,
Wyoming, in March, 1992.  This has placed all of the assets of Snow
King, Incorporated and Snow King Partnership in a new company, Snow
King Resort, Inc.

     Approximately eighty acres of land near Ocean Lake, west of
Riverton, Wyoming, are rented for agricultural purposes until they
can be sold or put to another use.  Approximately forty acres
additional are below the high water line.

     It is believed that oil and gas revenues, rent, a small amount
of interest and cash reserves, will make it possible for Western
Standard Corporation to meet its expenses in 1997.

     Snow King Resort, Inc. had paid its $5,000,000 loan from ORIX
USA and Jackson State Bank down to $3,863,000 by September 13,
1994.  On that date, it borrowed an additional amount of $1,387,000
from these same two lenders increasing the balance of the loan to
$5,250,000 with the original loan being amended.  Monthly payments
on the loan are to be computed on a fifteen (15) year amortization
schedule based upon an assumed interest rate for calculation of
such principal payments, at 9% per annum.

     Use of the additional funding of $1,387,000 is for the
purchase and installation of a triple chair lift, four new snow
making machines, water lines, electric light coverage for
additional night skiing areas, and related expenses for an
estimated total of $1,248,000.  Cost overruns increased the total
to $1,683,997.  Principal and interest payments on loans are
current.

     On April 15, 1996, SKRI refinanced its loan with ORIX USA at
a fixed interest rate of 10 1/8% for five years.  Part of the
proceeds were used to pay other debt.  The amount of the new loan
was $6,150,000.  A copy of the loan documents (the third
modification to the loan agreement) was submitted with Form 8-K
dated April 15, 1996, and is incorporated herein by reference.

     Revenues from the operations of Snow King Resort, Inc., a
$600,000 line of credit from a Jackson, Wyoming bank, and limited
additional borrowings are expected to be sufficient to allow Snow
King Resort, Inc. to meet its principal, interest and other
operating expenses during 1996.

Results of Operations

     1996 vs. 1995

     Overall - 1996 ended with a net loss of $281,812 compared to
a net loss of $143,424 in 1995.

     Major items contributing to the 1996 loss were:

     1.  Operating income of the Oil and Gas Segment increased from
$24,917 in 1995 to $25,150 in 1996. 

     2.  Operating income of the Snow King Resort segment decreased
from $504,250 in 1995 to $351,654 in 1996.  Revenues increased from
$8,518,936 in 1995 to $8,529,989 in 1996.  Operating expenses
increased from $8,014,686 in 1995 to $8,178,335 in 1996, caused
mainly from various operating costs.

     3.  Other revenue decreased from $21,096 in 1995 to $4,945 in
1996.  This decrease was from a decreased gain on sale of assets.


     Oil and Gas Segment

     Please refer to Item 1. above.

     Snow King Resort Segment

     Room revenues decreased from $4,153,055 in 1995 to $3,934,957
in 1996.  The average room rate increased from $89.87 in 1995 to
$91.13 in 1996.

     Food and beverage revenues decreased from $1,876,746 in 1995
to $1,841,682 in 1996.  This decrease was mainly due to less people
eating and drinking in the Hotel.

     Alpine Slide revenues increased from $401,898 in 1995 to
$460,267 in 1996.  This increase is attributed to more people
riding the slide and an increase in price.

     Revenues from skiing increased from $562,591 in 1995 to
$716,641 in 1996.  

     Rental of condominiums owned by others provided revenues of
$1,287,211 in 1995 compared to $1,388,913 in 1996.  More people
desired to stay in condominiums in 1996.

     Telephone revenue decreased from $84,694 in 1995 to $83,893 in
1996.

     Administrative expenses decreased from $589,596 in 1995 to
$586,822 in 1996.  

     Marketing expenses decreased from $398,149 in 1995 to $378,601
in 1996.  Personnel and advertising costs decreased while operating
expenses increased.

     Maintenance costs decreased from $344,688 in 1995 to $330,426
in 1996.  

     Room expenses increased from $1,343,372 in 1995 to $1,372,627
in 1996.  Linens, data processing, agency commissions, courtesy car
desk supplies and cable television increased.  Fewer rooms were
rented in 1996 than in 1995.  

     Energy costs decreased from $319,342 in 1995 to $310,549 in
1996.  

     Property taxes and insurance increased from $161,329 in 1995
to $171,914 in 1996.

     Interest payments increased from $689,403 in 1995 to $710,624
in 1996.  

     Management fees based on gross revenues decreased from
$182,200 in 1995 to $181,779 in 1996.

     Condominium expenses decreased from $1,366,016 in 1995 to
$1,213,665 in 1996.  

     Depreciation increased from $615,981 in 1995 to $750,276 in
1996.

     Amortized loan fees in 1995 were $69,250 and $101,476 in 1996.

     Provision for bad debts increased from $3,931 in 1995 to
$5,790 in 1996.

     1995 vs. 1994

     Overall - 1994 ended with a net loss of $43,266 compared to a
net loss of $143,424 in 1995.

     Major items contributing to the 1995 loss were:

     1.  Increased depreciation and amortization in 1995. 

     Oil and Gas Segment

     Please refer to Item 1. above.

     Snow King Resort Segment

     Room revenues increased from $4,048,224 in 1994 to $4,192,787
in 1995.  This increase was due to an increase in the average room
rate from $86.14 in 1994 to $89.87 in 1995.

     Food and beverage revenues increased from $1,868,886 in 1994
to $1,876,746 in 1995.  This increase was mainly due to more
banquets, and more people eating and drinking in the Hotel.

     Alpine Slide revenues increased from $380,651 in 1994 to
$401,898 in 1995.  This increase is attributed to more people
riding the slide and an increase in price.

     Revenues from skiing increased from $495,520 in 1994 to
$562,591 in 1995.  More people skiing and taking part in scheduled
snow activities, along with more snow making and night lights,
accounted for the increase.  Costs of operating the ski area
increased from $576,340 in 1994 to $745,255 in 1995.

     Rental of condominiums owned by others provided revenues of
$1,287,211 in 1995 compared to $1,174,208 in 1994.  More people
desired to stay in condominiums in 1995.

     Administrative expenses increased from $528,901 in 1994 to
$586,581 in 1995.  Labor costs, credit card discounts, postage,
audit fees, and miscellaneous items all had substantial increases.

     Marketing expenses decreased from $426,950 in 1994 to $398,802
in 1995.  Personnel costs increased while operating expenses
decreased.

     Maintenance costs decreased from $356,830 in 1994 to $344,688
in 1995. 

     Room expenses increased from $1,240,237 in 1994 to $1,343,373
in 1995.  Labor costs, guest supplies, linens, uniforms, and desk
supplies increased.  784 more rooms were rented in 1995 than in
1994.  Average daily rate in 1994 was $86.14 and $89.87 in 1995.

     Energy costs decreased from $355,682 in 1994 to $319,342 in
1995.  

     Property taxes increased from $85,381 in 1994 to $85,749 in
1995.

     Interest payments increased from $569,052 in 1994 to $702,805
in 1995.

     Management fees based on gross revenues increased from
$163,314 in 1994 to $182,200 in 1995.

     Condominium expenses increased from $960,264 in 1994 to
$1,366,016 in 1995.  More condominiums were rented in 1994.

     Depreciation and amortization increased from $509,100 in 1994
to $665,250 in 1995.

     Amortized loan fees in 1994 were $61,300 and $69,250 in 1995.

     Town lease expense increased from $159,412 in 1994 to $209,328
in 1995.

     Net profit from game machines, guest laundry, etc. decreased
from $130,750 in 1994 to $106,892 in 1995.

     Provision for bad debts decreased from $8,065 in 1994 to
$3,931 in 1995.

Impact of Inflation

     For the two most recent fiscal years inflation and changing
prices have not had a detrimental impact on revenues or net
income. 
WSC has generally been able to raise its prices to counteract cost
increases without adversely affecting demand for its products and
services.
<TABLE>
<S>                                                 <C>
Item 7.  Financial Statements.
 
Independent Auditor's Report                         F-1 to F-2
Financial Statements:
     Consolidated Balance Sheets                            F-3
     Consolidated Statements of Shareholders' Equity        F-4
     Consolidated Statements of Operations                  F-5
     Consolidated Statements of Cash Flow            F-6 to F-7

Supplemental Schedules:
     Schedule of Property, Equipment and Intangible
       Assets (1996) - Schedule A                           F-8
     Schedule of Accumulated Depreciation, Depletion
       and Amortization (1996) - Schedule A-1               F-9
     Schedule of Property, Equipment and Intangible
       Assets (1995) - Schedule B                           F-10
     Schedule of Accumulated Depreciation, Depletion
       and Amortization (1995) - Schedule B-1               F-11
     Schedule of Property, Equipment and Intangible
       Assets (1994) - Schedule C                           F-12
     Schedule of Accumulated Depreciation, Depletion
       and Amortization (1994) - Schedule C-1               F-13

Notes to Consolidated Financial Statements          F-14 to F-27

                   CLIFFORD H. MOORE AND COMPANY
                   Certified Public Accountants
                        205 South Broadway
                     Riverton, Wyoming  82501
                          1-307-856-9214




                   INDEPENDENT AUDITOR'S REPORT



To the Board of Directors
and Stockholders of
Western Standard Corporation


     We have audited the accompanying consolidated balance sheets
of Western Standard Corporation and Subsidiaries as of December 31,
1996 and 1995, and the related consolidated statements of
shareholders' equity, operations, cash flows,  and related summary
schedules of oil and gas, and Snow King Hotel segments for the
years ended December 31, 1996, 1995 and 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.  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.

     The Company has not presented oil and gas reserve quantities
and changes in those reserve quantities that the Financial
Accounting Standards Board (FASB) has determined in FASB Statement
Number 19 (Financial Accounting and Reporting by Oil and Gas
Producing Companies) is necessary to supplement, although not
required to be part of, the basic financial statements.  The
Company has also not presented certain information required by
Regulation S-X (210. 4-10) of the Securities and Exchange
Commission regarding certain disclosures for oil and gas producing
activities.
                                F-1
Western Standard Corporation
Page 2

     In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Western Standard Corporation and Subsidiaries as of December 31,
1996 and 1995, and the results of their operations and cash flows
for the years ended December 31, 1996, 1995 and 1994, in conformity
with generally accepted accounting principles.

     Our examinations were made for the purpose of expressing an
opinion on the basic financial statements taken as a whole.  The
supplemental schedules listed in the index of financial statements
are presented for purposes of complying with the Securities and
Exchange Commission's rules and regulations under the Securities
Exchange Act of 1934 and are not otherwise a required part of the
basic financial statements.  The supplemental schedules have been
subjected to the auditing procedures applied in the examinations of
the basic financial statements and, in our opinion, fairly state in
all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a
whole.






/s/ Clifford H. Moore and Company, CPAs
March 12, 1997                                                      
Riverton, Wyoming
     

























                                F-2
           WESTERN STANDARD CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS
                    DECEMBER 31, 1996 AND 1995

                              ASSETS
                                           1996          1995    
CURRENT ASSETS:
  Cash                                 $    159,922  $    185,699
  Accounts receivable (net of
    allowance for doubtful accounts
    of $11,618 in 1996; $8,233 in
    1995)                                   196,057       261,771 
                                                  
  Inventories                                41,610        55,267  
  Prepaid expenses                          182,849       165,301
      Total current assets             $    580,438  $    668,038
PROPERTY AND EQUIPMENT:
  At cost net of accumulated
    depreciation of $3,377,316 and
    $2,767,955 in 1996 and 1995,
    respectively (Schedules A and B)   $  8,485,711  $  8,756,780
OTHER ASSETS:
  Restricted cash (Note 4)             $     20,580  $      2,155
  Account receivable - Snow King
    Resort Center, Inc. (Note 8)          1,035,118     1,040,983
  Leasehold interest (Note 9)                37,457        38,875
  Other receivables - officer (Note 8)       10,732        10,062
  Other (Note 3)                            100,444        89,874
      Total other assets               $  1,204,331  $  1,181,949
TOTAL ASSETS                           $ 10,270,480  $ 10,606,767
          LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
  Accounts payable                     $    498,465  $    831,960
  Accrued expenses                          371,200       329,784
  Advance deposits                          488,705       532,878
  Current maturity of debt (Note 4)         945,373     1,517,427
      Total current liabilities        $  2,303,743  $  3,212,049
LONG-TERM LIABILITIES:
  Long-term debt (Note 4)              $  5,961,031  $  5,025,137
  Fee payable - officer (Note 8)             90,000        90,000
      Total long-term liabilities      $  6,051,031  $  5,115,137
MINORITY INTEREST IN SUBSIDIARY        $  2,441,460  $  2,523,523
SHAREHOLDERS' EQUITY (DEFICIT):
  Common stock, $.05 par value,
    10,000,000 shares authorized, 
    9,965,015 and 9,965,015 shares
    issued and outstanding at
    December 31, 1996 and 1995,
    respectively                       $    401,201   $   401,201
  Capital in excess of par value          3,334,801     3,334,801
  Accumulated deficit                (   4,261,756) (  3,979,944)
      Total shareholders' (deficit)  (     525,754) ($   243,942)

TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY (DEFICIT)                     $ 10,270,480  $ 10,606,767

          The accompanying notes to financial statements
             are an integral part of these statements.
                                F-3
           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

     CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

       FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


                                                           Total 
               Shares   Capital  Capital in                share-
                out-     stock   excess of  Accumulated   holders
             standing   common   par value    deficit     equity 

BALANCE,
  12/31/93  9,965,015 $401,201 $3,334,801 ($ 3,793,254)($  57,252)
1994 net
  loss            -0-      -0-        -0- (     43,266)(   43,266)
BALANCE,
  12/31/94  9,965,015 $401,201 $3,334,801 ($ 3,836,520)($ 100,518)
1995 net
  loss            -0-      -0-        -0- (    143,424)(  143,424)
BALANCE,
  12/31/95  9,965,015 $401,201 $3,334,801 ($ 3,979,944)($ 243,942)
1996 net
  loss            -0-      -0-        -0- (    281,812)(  281,812)

BALANCE,
  12/31/96  9,965,015 $401,201 $3,334,801 ($ 4,261,756)($ 525,754)



























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

                                F-4
           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF OPERATIONS

       FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


                                  1996        1995        1994   

REVENUES:
  Snow King Resort             $8,529,989  $8,518,936  $7,910,708
  Oil and gas interest
    (Note 9)                       52,922      50,090      49,411
  Rentals                             590         500         500
  Interest                          4,316       4,307       2,699
  Other                                39         -0-         644
  Gain on assets sold                 -0-      16,289      37,405
      Total revenues           $8,587,856  $8,590,122  $8,001,367

EXPENSES:
  Snow King Resort operating   $7,460,897  $7,324,106  $6,809,678
  Oil and gas interests            27,772      25,173      26,566
  Amortization                     99,537      70,668      63,545
  Depreciation                    612,156     616,402     511,344
  Provision for doubtful
    accounts                        5,790       3,931       8,065
  Other                            45,650      43,736      45,489
  Interest                        699,929     689,403     599,056
      Total expenses           $8,951,731  $8,773,419  $8,063,743

NET LOSS BEFORE PROVISION
  FOR INCOME TAX             ($  363,875)($  183,297)($   62,376)
Provision for income tax             -0-         -0-         -0-
NET INCOME (LOSS)            ($  363,875)($  183,297)($   62,376)
Minority interest in 
  loss of subsidiary              82,063      39,873      19,110

NET INCOME (LOSS)            ($  281,812)($  143,424)($   43,266)

INCOME (LOSS) PER COMMON SHARE
  (Computed on the weighted
  average number of shares
  outstanding for the year)  ($    .0283)($    .0144)($    .0043)

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING            9,965,015   9,965,015   9,965,015








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

                                F-5
           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS

       FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


                               1996         1995         1994    
INCREASE (DECREASE) IN CASH:
Cash flows from operating
activities:
  Cash received from
    customers               $ 8,650,264  $ 8,529,701  $ 7,943,889  
  Cash paid to suppliers
    and employees         (  7,884,728)(  7,798,179)(  6,461,150)
  Interest received               4,317        4,307        3,716
  Interest paid           (    699,929)(    689,403)(    599,056)
      Net cash provided by
        operations          $    69,924  $    46,426  $   887,399

Cash flows from investing
activities:
  (Payments to) decrease
    in restricted cash
    capital expenditure
    account               ($    18,425)($        48)($       328)
  Sales of assets                   -0-      315,000      426,261
  Repayment of officer
    loan                            -0-          -0-        6,866
  Investment related
    corporation           (      3,324)         -0-          -0- 
  Capital expenditures    (    338,292)(    508,309)(  2,118,795)
  Investment/repayment
    Snow King Center             5,865 (    120,684)(    407,779)
  Condominium construction
    costs                          -0- (     13,305)(    450,009)
    Net cash provided
      (used) by investing
      activities          ($   354,176)($   327,346)($ 2,543,784)

Cash flows from financing
activities:
  Borrowing from banks and
    leasing companies       $ 2,520,451  $ 1,081,132  $ 2,991,648
  Stock issued for cash             -0-      130,200       86,800
  Principal payments to
    banks, officers, and
    leasing companies     (  2,156,611)(    923,221)(  1,280,986)
  Payment of loan fees    (    105,365)(      6,200)(     33,000)
      Net cash provided
        (used) by financing
        activities         $   258,475  $   281,911  $ 1,764,462 
Net increase (decrease)
  in cash                 ($    25,777) $       991  $   108,077 
Cash at beginning of year       185,699      184,708       76,631
Cash at end of year         $   159,922  $   185,699  $   184,708
                      (Continued on page F-7)
                                F-6
           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Continued)
       FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

     Cash consists of cash on hand and cash in unrestricted bank
accounts.  The Company has no short term cash investments.

     The cash flow statement for 1994 has been revised to reflect
the construction and sale of the condominium as an investing
activity.
                                  1996       1995        1994    
RECONCILIATION OF NET INCOME
  TO NET CASH PROVIDED BY
  OPERATING ACTIVITIES:
Net income (loss)             ($ 281,812)($ 143,424)($    43,266)
Adjustments to reconcile net
income to net cash provided
(used) by operating activities:
  Depreciation and amortization   708,898    687,070      574,889
  Increase (decrease) in
    advance deposits          (   44,173)   107,404      106,574
  (Increase) decrease in
    accounts receivable           65,714 (   39,196)      34,593
  (Increase) decrease in
    prepaid expenses          (   17,548)    28,284  (   119,071)
  Decrease (increase) in 
    inventories                   13,657 (    2,056) (     3,777)
  Decrease in other assets           -0-        -0-          -0-
  (Decrease) increase in
    accounts payable and
    accrued expenses          (  292,079)(  534,865)     502,793
  Gain on assets                     -0- (   16,290) (    37,405)
  Condominium gain                   -0-        -0-  (    54,461)
  Payment of sales expenses          -0-        -0-  (    54,360)
  Accrued interest - officer
    note                      (      670)(      628)         -0-
  Allocation of minority
    interest in subsidiary
    income or loss            (   82,063)(   39,873) (    19,110)
      Net cash provided by
        operations              $  69,924  $  46,426   $  887,399

     The debenture holders exchanged $2,072,000 of debentures for
14,800 shares of Class A preferred stock in 1994.  No cash was
received or expended in this transaction.







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

                                F-7
                                                       Schedule A

           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

             PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

               FOR THE YEAR ENDED DECEMBER 31, 1996


                 Balance at                           Balance at 
                  beginning    Additions    Retire-      end     
Classification    of period     at cost     ments      of period 

PROPERTY AND
EQUIPMENT:
  Land           $ 1,312,626   $  70,462   $    -0-   $ 1,383,088
  Mineral claims
    and leases           500         -0-        -0-           500
  Producing oil
    and gas
    interests        323,562         -0-        -0-       323,562
  Machinery and
    equipment        135,569         -0-        -0-       135,569
  Hotel building
    improvements   6,798,165      89,810        -0-     6,887,975
  Hotel furniture
    & fixtures     2,954,313     178,020        -0-     3,132,333

                 $11,524,735   $ 338,292   $    -0-   $11,863,027

Property and equipment                                $11,863,027
Accumulated depreciation (Schedule A-1)             (  3,377,316)

  Property and equipment net of accumulated
    depreciation                                      $ 8,485,711

Amortizable Assets:

  Costs of
    acquiring ski
    shelter lease  $  42,538       $ -0-      $ -0-   $    42,538
  Accumulated
    amortization                                    (      5,081)

      Net                                             $    37,457

  Prepaid loan
    fees           $ 303,883   $ 105,365      $ -0-   $   409,248
  Accumulated
    amortization                                    (    320,013)

      Net                                            $    89,235


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

                                F-8
                                                     Schedule A-1

           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

       ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION

           OF PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

               FOR THE YEAR ENDED DECEMBER 31, 1996


                             Depreciation
                             and amorti-
                                 zation 
                  Balance at  charged to              Balance at 
                   beginning   costs and    Retire-      end     
Description        of period    expenses    ments      of period 

PROPERTY AND
EQUIPMENT:
  Producing oil
    and gas
    interests     $   294,024  $     -0-   $    -0-   $   294,024
  Machinery and
    equipment         124,588         45        -0-       124,633
  Hotel building
    & improvements   770,285    225,381  (   2,795)      992,871
  Hotel furniture
    and fixtures    1,579,058    386,730        -0-     1,965,788

                 $ 2,767,955  $ 612,156  ($  2,795)  $ 3,377,316

AMORTIZATION:
  Leasehold
    interest      $     3,663  $   1,418   $    -0-   $     5,081

  Loan fees       $   221,894  $  98,119   $    -0-   $   320,013

















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

                                F-9
                                                       Schedule B

           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

             PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

               FOR THE YEAR ENDED DECEMBER 31, 1995


                   Balance at                         Balance at 
                    beginning    Additions Retire-       end     
Classification     of period      at cost    ments    of period  

PROPERTY AND
EQUIPMENT:
  Land            $  1,270,383   $  42,243   $ -0-   $  1,312,626
  Mineral claims
    and leases             500         -0-     -0-            500
  Producing oil
    and gas
    interests          323,562         -0-     -0-        323,562
  Machinery and
    equipment          135,569         -0-     -0-        135,569
  Hotel building
    improvements     6,520,868     277,297     -0-      6,798,165
  Hotel furniture
    and fixtures     2,765,544     188,769     -0-      2,954,313

                  $ 11,016,426   $ 508,309   $ -0-   $ 11,524,735

Property and equipment                               $ 11,524,735
Accumulated depreciation (Schedule B-1)            (   2,767,955)

  Property and equipment net of accumulated
    depreciation                                     $  8,756,780

Amortizable Assets:

  Costs of acquiring
    ski shelter
    lease             $ 42,538       $ -0-   $ -0-   $     42,538
  Accumulated
    amortization                                   (       3,663)

        Net                                          $     38,875

  Prepaid loan fees  $ 297,683     $ 6,200   $ -0-   $    303,883
  Accumulated
    amortization                                   (     221,894)

        Net                                          $     81,989



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

                               F-10
                                                     Schedule B-1

           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

       ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION

           OF PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

               FOR THE YEAR ENDED DECEMBER 31, 1995


                               Depreciation
                                and amorti-
                                   zation  
                     Balance at  charged to           Balance at 
                     beginning    costs and Retire-       end    
Description          of period    expenses    ments    of period 

PROPERTY AND
EQUIPMENT:
  Producing oil
    and gas
    interests       $   294,024   $     -0-   $ -0-   $   294,024
  Machinery and
    equipment           124,167         421     -0-       124,588
  Hotel building
    improvements        536,038     234,247     -0-       770,285
  Hotel furniture
    and fixtures      1,197,324     381,734     -0-     1,579,058

                    $ 2,151,553   $ 616,402   $ -0-   $ 2,767,955

AMORTIZATION:
  Leasehold
    interest            $ 2,245   $   1,418   $ -0-   $     3,663

  Loan fees           $ 152,644   $  69,250   $ -0-   $   221,894

















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

                               F-11
                                                       Schedule C

           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

             PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

               FOR THE YEAR ENDED DECEMBER 31, 1994


                     Balance at                       Balance at 
                     beginning   Additions   Retire-     end     
Classification       of period    at cost     ments    of period 

PROPERTY AND
EQUIPMENT:
  Land               $1,296,286  $      -0-  $25,903  $ 1,270,383
  Land improvements      36,194         -0-   36,194          -0-
  Mineral claims
    and leases              500         -0-      -0-          500
  Producing oil and
    gas interests       323,562         -0-      -0-      323,562
  Machinery and
    equipment           135,569         -0-      -0-      135,569
  Buildings (Ocean
    Lake)                24,450         -0-   24,450          -0-
  Hotel building
    improvements      4,768,290   1,752,578      -0-    6,520,868
  Hotel furniture
    and fixtures      2,399,326     366,218      -0-    2,765,544

                     $8,984,177  $2,118,796  $86,547  $11,016,426

Property and equipment                                $11,016,426
Accumulated depreciation (Schedule C-1)             (  2,151,553)

  Property and equipment net of accumulated
    depreciation                                      $ 8,864,873

Amortizable Assets:

  Costs of acquiring
    ski shelter
    lease              $ 42,538    $    -0-    $ -0-  $    42,538
  Accumulated
    amortization                                    (      2,245)

        Net                                           $    40,293

  Prepaid loan fees   $ 264,683    $ 33,000    $ -0-  $   297,683
  Accumulated
    amortization                                    (    152,644)

        Net                                           $   145,039

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

                               F-12
                                                     Schedule C-1

           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

       ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION

           OF PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

               FOR THE YEAR ENDED DECEMBER 31, 1994


                            Depreciation
                             and amorti-
                                 zation 
                  Balance at  charged to               Balance at
                   beginning   costs and    Retire-       end    
Description       of period    expenses     ments      of period 

PROPERTY AND
EQUIPMENT:
  Producing oil
    and gas
    interests    $   294,024   $     -0-   $    -0-   $   294,024
   Machinery and
    equipment       150,923          911     27,667       124,167
  Buildings
    (Ocean Lake)      24,449         -0-     24,449           -0-
  Hotel building
    improvements     344,227     191,811        -0-       536,038
  Hotel furniture
    & fixtures       878,702     318,622        -0-     1,197,324

                 $ 1,692,325   $ 511,344   $ 52,116   $ 2,151,553

AMORTIZATION:
  Leasehold
    interest           $ -0-     $ 2,245      $ -0-       $ 2,245

  Loan fees         $ 91,344    $ 61,300      $ -0-     $ 152,644















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

                               F-13
           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    DECEMBER 31, 1995 AND 1994

NOTE 1:  HISTORY OF THE COMPANY:

  The Company was incorporated under the laws of the State of
Wyoming in 1955.  It acquired oil, gas and mineral properties which
were assigned to other operators with the Company retaining a
royalty position in the properties so assigned.

  In 1971 and 1972, the Company acquired real estate, including the
Snow King ski area in Jackson, Wyoming, land and improvements
adjacent to Ocean Lake, Fremont County, Wyoming, and producing oil
and natural gas interests.  Construction of a hotel-convention
center began in Jackson during 1973.  The complex was operational
in early 1976 and was completed in 1977.

  In 1981, 50% of the Snow King area and the convention center was
sold to Pick-Jackson Corp. and the remaining 50% was transferred to
two partnerships.

  On March 13, 1992, the Snow King Resort was reacquired by a
subsidiary of Western Standard Corporation.

NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Fixed Assets:

  The company capitalizes those additions and betterments which
increase the useful lives of its assets and expenses repair and
maintenance items.

  When items are disposed of, their cost is removed from the
accounts along with the accumulated depreciation and the resulting
gain or loss is reflected in the income statement.

Oil and Gas Revenue:

  Oil and gas revenue and expenditures are accounted for using the
successful efforts method.  This method of accounting for oil and
gas properties capitalizes only those costs directly associated
with proven reserves.

Depreciation, Depletion and Amortization:

  Depreciation, depletion and amortization on oil and gas
properties are computed using the straight-line method.  Other
depreciable assets are depreciated by the straight-line method over
the estimated useful lives of the assets as follows:  equipment, 3
to 10 years; buildings and improvements, 10 to 30 years; the hotel
building, 37.5 years; and the new chair lift, 40 years.



                               F-14
           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    DECEMBER 31, 1995 AND 1994

NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:  Continued:

Inventories:

  Food and beverage inventories at the hotel are carried at cost,
computed on a first-in, first-out basis.

Affiliates:

  The consolidated financial statements include the accounts of
Western Standard Corporation and its wholly owned subsidiary,
Western Recreation Corporation.  Western Standard owns 76.43% of
its subsidiary, Snow King Resort, Inc.  Snow King Resort, Inc.'s
transactions are included in the consolidated financial
statements. 
All significant intercompany transactions and accounts have been
eliminated.  

  Snow King Resort, Inc. acquired fixed assets and operating assets
and liabilities in several transactions closing on March 13, 1992.

  Substantially all the assets and liabilities of Snow King,
Incorporated were acquired for 9,500 shares of Class B stock of
Snow King Resort, Inc.  These assets and liabilities were recorded
at Snow King, Incorporated's book value on Snow King Resort, Inc.'s
books because they were acquired from a related corporation.  These
assets and liabilities consisted of cash, accounts receivable,
other assets, fixed assets and accumulated depreciation, accounts
payable, advance deposits, other liabilities, leases payable and
notes payable.  Snow King, Incorporated was subsequently
liquidated.

  Snow King Resort, Inc. issued 2,500 shares of Class B stock to
Western Standard for Western Standard's 50% interest in the assets
of Snow King Partnership.  These assets consist of land, buildings
and ski lifts.  No value was assigned to these assets because they
were acquired at Western Standard's basis of zero.

  Snow King Resort, Inc. borrowed $5,000,000 from ORIX USA and
Jackson State Bank, issued $2,072,000 in convertible debentures,
and sold $112,000 in Class A stock to outside investors in order to
purchase the hotel building, land, and furniture and fixtures from
the owner, Americana Hotels Realty Corporation (AHRC) for the total
purchase price of $6,000,000.  Snow King Resort, Inc. paid $350,000
to AHRC for its remaining 50% interest in Snow King Partnership's
assets.

  As a condition of the making of the ORIX loan, Western Standard
Corporation and Snow King, Incorporated have placed all their
shares of Class B common stock of Snow King Resort, Inc. into a 


                               F-15
           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    DECEMBER 31, 1995 AND 1994

NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:  Continued:

voting trust, granting to Manuel B. Lopez the sole right to vote
such shares for the duration of the voting trust.  The initial term
of the voting trust is ten years, and may be extended for 
subsequent ten-year periods by the consent of Western Standard
Corporation and Mr. Lopez.

Accrued Vacation:

  Accrued expenses include accrued vacation liability of $92,818
and $77,411 at December 31, 1996 and 1995, respectively, for the
employees of Snow King Resort, Inc.

Use of Estimates: 

  The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those estimates.

Concentrations of Risk:

  Western Standard and its subsidiaries maintain cash in bank
deposit amounts which, at times, may exceed federally insured
limits.  The Company has not experienced any losses in such
accounts.

NOTE 3:  OTHER ASSETS:

  Other assets include:
                                              1996       1995   

    Investment in stock (Snow King Resort
      Center and other)                     $ 10,046   $   6,722
    Prepaid loan fees, net of amortization    89,235      81,989
    Incorporation costs                        1,163       1,163

                                            $100,444   $  89,874









                               F-16
           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    DECEMBER 31, 1995 AND 1994

NOTE 4:  LONG AND SHORT TERM DEBT:  
                         Inte-             Portion due
1996:                     rest                within       Long term
Creditors      Security  rate    Balance     one year      portion  
Leases:
Sulcus 
Hospitality   
monthly      Restaurant
pymt. $1,351  computers  15.4%  $   41,388  $   11,863    $   29,525

Nautilus
Internat'l.
monthly        Exercise
pymt. $365    Equipment    12%       4,300       4,086           214

ORIX tele.
lease,
monthly       Telephone
pymt. $3,062     equip.    10%     102,152      28,121        74,031

Sulcus
Hospitality,
monthly          Add'l.
pymt. $141       equip.  12.9%       4,040       1,277         2,763

Wyoming.com
LLC, monthly   Internet
pymt. $127    equipment   6.1%       2,557       1,336         1,221

ORIX tele.
lease,                 
monthly          Add'l.
pymt. $455       equip.     9%      14,682       4,129        10,553

Xerox Corp.,           
monthly
pymt. $346       Copier  15.4%       9,236       2,915         6,321
      Total leases              $  178,355  $   53,727    $  124,628
Notes Payable:
ORIX/Jackson
State Bank,            
monthly                
pymt. approx.     Land,       
$53,000         bldgs.,
($66,500 after  furn. &
4/15/96)        fixt.  10.125%  $6,029,126  $  197,250    $5,831,876

AICCO Insurance fin.     5.82%     138,521     138,521           -0-

GMAC monthly    93 Chev
payments $541     truck   7.9%      10,402       5,875         4,527
                               F-17
           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    DECEMBER 31, 1995 AND 1994

NOTE 4:  LONG AND SHORT TERM DEBT:  Continued:

                         Inte-             Portion due
1996:                     rest                within       Long term
Creditors      Security  rate    Balance     one year      portion  

Notes Payable:- Continued

Jackson State    Share-    JSB
Bank             holder   base
             guarantees   +.5%     550,000     550,000           -0-
      Total notes payable       $6,728,049   $ 891,646    $5,836,403
TOTAL LONG AND SHORT
TERM DEBT                       $6,906,404   $ 945,373    $5,961,031

                         Inte-             Portion due
1995:                     rest                within       Long term
Creditors      Security  rate    Balance     one year      portion  
Leases:
Sulcus 
Hospitality   
monthly      Restaurant
pymt. $1,351  computers  15.4%  $   51,933  $   10,545    $   41,388

Nautilus
Internat'l.
monthly        Exercise
pymt. $365    Equipment    12%       7,926       3,626         4,300

ORIX tele.
lease,
monthly       Telephone
pymt. $3,062     equip.    10%     127,732      25,580       102,152

Sulcus
Hospitality,
monthly          Add'l.
pymt. $141       equip.  12.9%       5,175       1,236         3,939

Wyoming.com
LLC, monthly   Internet
pymt. $127    equipment   6.1%       3,769       1,212         2,557

ORIX tele.
lease,                 
monthly          Add'l.
pymt. $455       equip.     9%      18,411       3,729        14,682




                               F-18
           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    DECEMBER 31, 1995 AND 1994

NOTE 4:  LONG AND SHORT TERM DEBT:  Continued:

                         Inte-             Portion due
1995:                     rest                within       Long term
Creditors      Security  rate    Balance     one year      portion  

Xerox Corp.,           
monthly
pymt. $346       Copier  15.4%      11,734       2,498         9,236
      Total leases              $  226,680  $   48,426    $  178,254

Notes Payable:
ORIX/Jackson
State Bank,       Land,
monthly         bldgs.,
pymt. approx.   furn. &  LIBOR
$53,000           fixt. + 3.5%  $5,030,601  $  194,121    $4,836,480

Jackson State      Life    JSB
Bank, due       ins. on   base
11/10/95        officer  +1.5%     600,000     600,000           -0-
Jackson State      1988
Bank           Ford van     9%       1,910       1,910           -0-

AFCO Insurance
financing                9.76%     134,623     134,623           -0-

GMAC, monthly   93 Chev
pymt. $541        truck   7.9%      15,750       5,347        10,403

Jackson          Share-    JSB
State            holder   base
Bank         guarantees  +1.5%     370,000     370,000           -0-

Shareholders                9%     150,000     150,000           -0-

Stanford E. Clark           9%      13,000      13,000           -0-
      Total notes payable       $6,315,884  $1,469,001    $4,846,883
TOTAL LONG AND SHORT
TERM DEBT                       $6,542,564  $1,517,427    $5,025,137











                               F-19
           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    DECEMBER 31, 1995 AND 1994

NOTE 4:  LONG AND SHORT TERM DEBT:  Continued:

                       Snow King Resort, Inc. is required to make
monthly deposits
equalling three percent of sales to a capital expenditure account
for replacements and improvements.  The balance of this account was
$4,692 and $2,155 at December 31, 1996 and 1995, respectively. 
Debt maturities over the next five years are as follows; no
interest or extra principal payments are included on the ORIX loan
(see Note 11 for lease maturities):

    1997                         $   891,646
    1998                             222,702
    1999                             241,319
    2000                             266,919
    2001                           5,105,463
    
                                 $ 6,728,049

    Manuel B. and Deborah Lopez, are guarantors on the ORIX debt
to the extent of one million dollars.

    The ORIX/Jackson State Bank mortgage was modified April 15,
1996.  The modification included additional borrowing of $1,166,400
which increased the total note balance to $6,150,000.  The maturity
date was extended to March 13, 2001.  The interest rate was revised
to a fixed rate of 10.125%.  The proceeds of the additional
borrowings were used to pay Jackson State Bank loans, property
taxes, and loan fees.

    The loan agreement requires Snow King Resort, Inc. to fund a
property tax reserve account for the payment of property taxes. 
This account had a balance of $15,888 at December 31, 1996.

    The loan agreement restricts payment of dividends or other
payments to shareholders during the loan term.  The assets of Snow
King Resort, Inc. are thus unavailable for use by its parent for
loans or dividends.  During 1995, Snow King Resort, Inc. advanced
$120,684 to Snow King Resort Center, Inc.  The September, 1994 loan
modification agreement allows only $100,000 in annual center
subsidy.  The lender waived the 1995 over payment.  In 1996, Snow
King Resort, Inc. advanced $179,410 to Snow King Center.  Snow King
Resort Center sold its liquor license for $199,376; the proceeds of
which were received by Snow King Resort, Inc. as a reduction of the
Center receivable.

     Short term borrowings information:
                                             1996        1995    

    Balance at end of year                $   688,521 $ 1,282,623
    Range of interest rates               5.82% - 10% 7.82% - 10%  
    Maximum outstanding                   $ 1,409,956 $ 1,282,623
                               F-20
           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    DECEMBER 31, 1996 AND 1995

NOTE 4:  LONG AND SHORT TERM DEBT:  Continued:

                                             1996        1995    

    Average outstanding, computed by
      weighted average of end of
      month balances                      $   863,057 $   958,833
    Weighted average interest rate
      computed by weighted average
      interest due, divided by
      average note balance                      10.8%       10.0%

    Loans included in this computation were the Jackson State Bank
line of credit, AFCO and AICCO Insurance financing, the loans from
shareholders, the Jackson State Bank short term loan, and the loan
from Stanford E. Clark.

NOTE 5:  OPTIONS ON LOVE LAND:

    During 1995, the Resort entered into an option agreement with
J. David Love and Jane M. Love to purchase approximately one-half
acre of land.  Option payments of $9,000 every three months after
1995 enable the Resort to purchase the land for $396,800 on or
before July 15, 1997.  All option payments due were made in 1996
and 1995.

NOTE 6:  STOCK OPTION AND STOCK BONUS PLAN:

    During 1972, the Board of Directors approved a Stock Bonus Plan
of indefinite term whereby certain officers and key employees were
granted shares of the Company's common stock for services rendered
during the year, based on their salaries and in some cases their
length of service with the Company.

    Under this Plan, shares have been granted in prior years.  No
stock bonuses were issued in 1996 or 1995.  The Plan provides that,
at the discretion of the Executive Committee of the Board of
Directors, a cash bonus in the approximate amount of the income tax
related to the stock bonus may be paid to such employees.  No such
cash bonuses have been paid as of December 31, 1996.

    Snow King Resort, Inc. has granted an option to purchase up to
3,000 shares of Class B common stock of Snow King Resort, Inc. to
Manuel and Deborah Lopez.  The option price has been set at $140
per share.  The option was not exercised in 1996 or 1995.

NOTE 7:  FEDERAL INCOME TAXES:

    Western Standard Corporation and its subsidiaries filed
consolidated income tax returns in 1993 and prior years.  Since 

                               F-21
           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    DECEMBER 31, 1996 AND 1995

NOTE 7:  FEDERAL INCOME TAXES:  Continued:

Western Standard's ownership in Snow King Resort, Inc. dropped
below 80%, separate income tax returns for Snow King Resort, Inc.
were filed for 1996 and 1995.  Western Standard's net operating
loss carryover at December 31, 1996 is approximately $564,000,
which will begin to expire in 2000 if not used.  Snow King Resort,
Inc. succeeded to the net operating loss of Snow King, Incorporated
of approximately $990,000.  The net operating loss carryovers from
Snow King, Incorporated have limited deductibility of approximately
$86,000 per year.  Snow King Resort, Inc. also acquired the
investment credit and jobs credit carryovers of Snow King,
Incorporated.  Investment credit carryovers of $4,658 remained at
December 31, 1996, which will expire in 2000, if not used.  

    Western Standard's income tax returns through 1976 were
examined by the Internal Revenue Service in 1978, and were accepted
as filed.

    The federal tax loss for Western Standard and Western
Recreation is approximately $15,700 for 1996.  The tax loss for
Snow King Resort, Inc. for 1996 is approximately $330,000.  The
federal tax return loss for 1995 was $14,102 for Western Standard
and Western Recreation; and a $185,937 loss for Snow King Resort,
Inc.  The federal tax return loss differs from net financial loss
because of depreciation differences and timing differences in
deductions.  No deferred tax assets have been recorded for these
differences because of the Company's history of income tax losses.

NOTE 8:  RELATED PARTY TRANSACTIONS:

    The Resort is managed by a corporation, Snow King Resort
Management, Inc., which is controlled by two officers and directors
of Western Standard.  The Resort pays a management fee of 2% of
sales to Snow King Resort Management, Inc.  At December 31, 1996,
Snow King Resort, Inc. owed the management company $22,845 in
management fees.

    At December 31, 1992, an officer owed the corporation $31,602,
of which $11,602 was paid in January, 1993.  The remaining $20,000
was converted to a note payable to Western Standard which carries
an interest rate of 6.5%.  This note has a balance of $10,732 at
December 31, 1996.

    Western Standard agreed to pay a fee of $100,000 to the officer
for structuring the Snow King Resort, Inc. asset purchase.  $10,000
of this fee was paid in 1992, and the remaining $90,000 is shown as
a noncurrent liability on the financial statements.

    The shareholders of Snow King Resort, Inc. formed a related 

                               F-22
           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    DECEMBER 31, 1996 AND 1995

NOTE 8:  RELATED PARTY TRANSACTIONS:  Continued:

corporation, Snow King Resort Center, Inc., to operate and lease
the Town of Jackson's skating rink facility.  The facility can be
used to house conventions, exhibitions, and large banquets.  The
facility is operated in conjunction with the Resort.  Western
Standard owns 49% of Snow King Resort Center, Inc.  Since Western
Standard does not own a controlling interest in Snow King Resort
Center, Inc., that corporation's transactions are not included in
these consolidated statements.  During 1994, Snow King Resort, Inc.
advanced $407,779 to Snow King Resort Center, Inc.  During 1995,
Snow King Resort, Inc. advanced $120,684 to Snow King Resort
Center, Inc.  During 1996, Snow King Resort, Inc. advanced $179,410
to Snow King Resort Center, Inc.  Total amount receivable at
December 31, 1996 is $1,035,118.

    Western Standard's oil and gas revenues are dominated by one
buyer, 88 Oil.  This buyer purchased the following amounts of oil
and gas in the following years:

    1992                    $ 72,581
    1993                    $ 47,008
    1994                    $ 39,628
    1995                    $ 37,621
    1996                    $ 25,894

NOTE 9:  LEASEHOLD INTEREST:

    Snow King Resort, Inc. acquired the leases of Snow King,
Incorporated on March 13, 1992.  One lease was with the Town of
Jackson for the ski shelter.  The Town wished to demolish the old
ski shelter and replace it with a larger structure housing both a
ski shelter and a large skating rink.  Snow King Resort, Inc. paid
costs of demolition and excavation in the amount of $21,414.  Snow
King Resort, Inc. transferred 1.3 acres of land costing $21,124 to
the Town on which to build the facility.  These items were
capitalized as leasehold costs.  The lease agreement was dated
April 22, 1994.  The lease calls for monthly payments of $2,800,
and supplemental rent based on gross revenues generated by the
facility.  Leasehold costs are being amortized over the 30 year
term of the lease at the rate of $1,418 per year.

NOTE 10:  OIL AND GAS DISCLOSURES:

    Western Standard's percentage royalty ownership in its oil
production wells is very small.  The production from the producing
wells is nominal and has now exceeded their original reserve
estimates.  Management believes that the cost of obtaining the
information for oil and gas disclosure exceeds the benefits. 
Therefore, the reserve information for the required oil and gas 

                               F-23
           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    DECEMBER 31, 1996 AND 1995

NOTE 10:  OIL AND GAS DISCLOSURES:  Continued:

disclosure is not available.  Western Standard is not the operator
of any of the producing wells or properties and has no control over
any of them.

    All of Western Standard's oil and gas properties are located
in central Wyoming.  No costs related to exploration and
development of these properties have been incurred over the past
three years.  The capitalized costs for the last three years is
nil.

NOTE 11:  LEASES:

    Snow King Resort, Inc. has several lease agreements to acquire
assets for the hotel.  All of these agreements have been classified
as capital leases.  The leases have terms of 36 to 60 months.  The
following costs of equipment are included in fixed assets in
accordance with these leases in 1996 and 1995:

                                              1996        1995   
PRIOR YEAR LEASES PAID OFF:
    Television sets                         $  66,680   $  66,680
    Energy Management System                   84,000      84,000
    Rebate received on Energy
      Management System                   (   59,357) (   59,357)
    1991 Ford Van                              26,282      26,282
    1982 Thomas Bus                            30,706      30,706
    Xerox Copiers                              14,846      14,846
                                            $ 163,157   $ 163,157
    Accumulated depreciation              (  128,988) (  113,143)

          Net assets                        $  34,169   $  50,014

ONGOING LEASES:
    Squirrel restaurant computers           $  65,929   $  65,929
    Nautilus exercise equipment                10,994      10,994
    ORIX telephone system                     166,095     166,095
    Internet equipment                          4,180       4,180
    Xerox copier                               14,360      14,360
                                            $ 261,558   $ 261,558
    Accumulated depreciation              (   70,868) (   37,378)

          Net assets                        $ 190,690   $ 224,180







                               F-24
           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    DECEMBER 31, 1996 AND 1995

NOTE 11:  LEASES:  Continued:

    Presented below is a schedule by years of future minimum lease
payments under the capital leases with the principal amount net
minimum lease payments as of December 31, 1996.

    Year ended December 31, 1997               $  66,987
                            1998                  62,467
                            1999                  59,541
                            2000                  10,685
                            2001                     -0-
          Total minimum lease payments         $ 199,680
    Amount representing interest             (   21,325)
          Principal amount of minimum
            lease payments                     $ 178,355

    Current portion of principal amount        $  53,727

    Long term portion of principal amount      $ 124,628
    
NOTE 12:  CONTINGENT LIABILITIES:

    The Resort was audited by the Forest Service in 1995.  The
Forest Service, in a draft report, proposed additional fees due of
$106,888, for use of Forest Service lands.  The Resort has
protested these additional fees.  Negotiations are in process. 
Management expects that the final total fees will be much less than
this amount.  Due to the uncertainty of the eventual liability,
nothing has been accrued in these financial statements.

    The Resort has guaranteed payment of Snow King Resort Center,
Inc.'s payment of additional rent on the ice skating rink to the
Town of Jackson.  These payments are $2,155 per month.

NOTE 13:  LIQUIDITY:

    At December 31, 1996 and 1995, Snow King Resort, Inc. had
negative working capital which caused difficulties in paying its
current operating obligations.  The cash flow shortfalls arose in
part because of seasonal fluctuations in sales.  Other factors
contributing to the cash flow problems were cost overruns in
constructing the new chair lift, cash advances to Snow King Resort
Center, Inc., and purchases of fixed assets.  These expenditures
used cash that was unavailable for payment of trade creditors. 
Some trade creditors have demanded payment upon delivery of goods.

    The possible effect of these conditions is that trade creditors
may no longer extend credit to the Resort, adversely affecting
operations.  New vendors must be found to replace those who will
not carry the Resort account.

                               F-25
           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    DECEMBER 31, 1996 AND 1995

NOTE 13:  LIQUIDITY:  Continued:

    Collection of the $1,035,118 advanced to the Snow King Resort
Center, Inc. over the last four years is dependent on future
profitable operation of that facility.  It is doubtful that the
amount receivable will be collectible in the next year.  A merger
of Snow King Resort Center, Inc. into Snow King Resort, Inc. is
planned.

NOTE 14:  SUBSEQUENT EVENTS:

    In January, 1997, Snow King Resort, Inc. loaned $50,000 to SK
Land Limited Liability Company.  This partnership was formed by the
major shareholders of Snow King Resort, Inc. (except for Western
Standard) to acquire land adjacent to the Resort.  Snow King
Resort, Inc. has been granted an option to acquire the property
from the Limited Liability Company.

    In January, 1997, Western Standard entered into an agreement
to sell its Wallis and Kaye Oil and Gas Leases to Ensign Oil and
Gas for $70,000.  This transaction will result in a gain to Western
Standard of $60,000.

NOTE 15:  INDUSTRY SEGMENT INFORMATION:

    Western Standard Corporation's major operations are in oil and
gas working interests and, through Snow King Resort, Inc. its 76%
owned subsidiary, the resort industry.  Selected information
concerning those industry segments is presented below:

                                       1996      1995      1994  

REVENUE - oil and gas interests      $ 52,922  $ 50,090  $ 49,411
PRODUCTION COSTS                   (  27,772)(  25,173)(  26,566)

OPERATING INCOME - oil and gas       $ 25,150  $ 24,917  $ 22,845


IDENTIFIABLE ASSETS (at net book
  value)                             $ 38,716  $ 38,716  $ 38,716


CAPITAL EXPENDITURES                 $    -0-  $    -0-  $    -0-








                               F-26
           WESTERN STANDARD CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    DECEMBER 31, 1996 AND 1995

NOTE 15:  INDUSTRY SEGMENT INFORMATION:  Continued:

                             1996          1995          1994    

REVENUE - Snow King
  Hotel Segment          $  8,529,989  $  8,518,936  $  7,910,708

COSTS:
    Operating            $  7,458,958  $  7,324,106  $  6,809,678
    Amortization              101,476        70,668        63,545
    Depreciation              612,111       615,981       510,433
    Provision for
      doubtful
      accounts                  5,790         3,931         8,065
                         $  8,178,335  $  8,014,686  $  7,391,721

OPERATING INCOME -
  Snow King Segment      $    351,654  $    504,250  $    518,987


IDENTIFIABLE ASSETS (at
  net book value)        $ 10,163,854  $ 10,486,455  $ 10,920,983


CAPITAL EXPENDITURES     $    338,292  $    508,309  $  2,118,795


























                               F-27
Item 8.  Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.

    WSC has not experienced a change in its independent accountants
during the two most recent fiscal years, or had disagreements with
them.
                             PART III.

Item 9.  Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act.

    Information concerning each director and executive officer of
WSC, including business experience for at least the past five
years, is as follows:

    Stanford E. Clark, age 79, currently President, Treasurer,
Comptroller and a director, has been President, Vice President,
Treasurer, Comptroller and a Director of WSC from 1957 through 1969
and from 1974 to present.  He has also been Vice President and a
Director of Snow King Resort Management, Inc. since 1986 and
Treasurer and a Director of Snow King Resort, Inc. since February,
1992.

    Manuel B. Lopez, age 53, currently Vice President and a
director, has been a Vice President and Director of WSC since
1979. 
He is also an owner of management companies, manager of Snow King
Complex, President and a Director of Snow King Resort Management,
Inc. since 1986, and President and a Director of Snow King Resort,
Inc. since February, 1992.

    Richard G. Roylance, age 81, currently Secretary and a
director, has been Secretary and Director of WSC since 1969.  He 
was formerly a maintenance manager and is presently retired.

    James M. Peck, age 33, currently a director, has been a
director of WSC since January 1, 1988.  Prior to such time, he was
primarily a student and had no other business experience.  Mr. Peck
also owns and operates a miniature golf course in Jackson,
Wyoming. 
He recently acquired a company that provides float trips on the
Snake River near Jackson.  He has been a Director and employee of
SKRI since February, 1992.

    No family relationships exist between or among any of the
directors and executive officers.  No director serves as a director
of any other company with a class of equity securities registered
under the Securities Exchange Act of 1934 or a company registered
as an investment company under the Investment Company Act of 1940.

    No director, officer, or beneficial owner of more than ten
percent of the outstanding shares of WSC common stock failed to
file on a timely basis, as disclosed in Forms 3, 4, and 5, and any
amendments thereto, reports required by Section 16(a) of the
Securities and Exchange Act of 1934 during the fiscal year ended
December 31, 1996, or prior fiscal years, which are required to be
disclosed herein.



Item 10.  Executive Compensation.

    The following table sets forth cash compensation paid by WSC,
its subsidiaries and associated companies to its executive
officers; one of which received in excess of $100,000 during the
year ended December 31, 1996:

</TABLE>
<TABLE>
                    Summary Compensation Table
<S>                 <C>      <C>      <C>           <C>
                                            Other            All    
Name and              Fiscal   Annual      Annual           Other   
Principal Position     Year    Salary   Compensation    Compensation
Stanford E. Clark      1996    $28,800         $ 600     $40,319 (1)
Chief Executive
  Officer              1995    $28,800         $ 600     $44,942 (1)

Manuel B. Lopez        1996    $36,000   $11,287 (2)    $252,695 (3)
Vice President of
  WSC and Chief
  Executive Officer
  of SKRI              1995    $34,364    $9,761 (2)    $246,217 (4)
_______________
</TABLE>
(1)  Amounts paid to Mr. Clark by SKRMI from fees paid to SKRMI
     by SKRI.

(2)  Incidental fringe benefits.

(3)  Includes (i) $100,805 paid to Mr. Lopez by SKRMI from fees   
     paid to SKRMI by SKRI; (ii) $12,000 paid to Mr. Lopez by SKRI 
     for guaranteeing the ORIX Loan; and (iii) $139,290 in fees and
     commissions paid to Mr. Lopez by SKRMI, and $600 in Director's
     fees paid by WSC.

(4)  Includes (i) $105,758 paid to Mr. Lopez from fees paid to
     SKRMI by SKRI; (ii) $12,000 paid to Mr. Lopez by SKRI for
     guaranteeing the ORIX loan; and (iii) $128,459 in fees and
     commissions paid to Mr. Lopez by SKRMI.

     The Company pays directors $50 per meeting attended or $600
per year, whichever is greater.  Directors are also reimbursed for
reasonable out-of-pocket expenses incurred in connection with their
duties.

Item 11.  Security Ownership of Certain Beneficial Owners and
Management.
<TABLE>
     As of March 15, 1997, the only persons known by WSC to own
beneficially more than 5% of the issued and outstanding common
stock of WSC were:
<S>                     <C>            <C>            <C>
                         Amount and Nature             Percent
Name and Address         of Beneficial Ownership       
of
of Beneficial Owner      Direct (1)     Indirect       Class

Margaret Peck            2,672,182      1,200(2)       26.8%
1002 West Park
Riverton, Wyoming 82501
Stanford E. Clark        1,817,118     29,900(3)       18.5%
2205 West Main
Riverton, Wyoming 82501

Manuel B. Lopez          2,184,054         --          21.9%
P.O. Box 928
Jackson, Wyoming 83001
_______________
</TABLE>
(1)  Represents shares over which the named individuals have sole
     voting and investment powers.
(2)  These shares are owned of record by Mrs. Peck as custodian
     for her children.  She may be deemed to have shared voting
     and/or investment power over the shares.
(3)  These shares are owned by the Merrial K. Clark Living Trust
     of which Mr. Clark is the Trustee.  He may be deemed to have
     shared voting and/or investment power over the shares.

     The following sets forth information as of March 15, 1997,
concerning each director's and executive officer's ownership of
common stock (WSC's only class of voting securities), on an
individual basis and ownership by all directors and executive
officers of WSC as a group:
<TABLE>
<S>                     <C>         <C>               <C>
                         Amount and Nature of          Percent
                         Beneficial Ownership          of
Name                     Direct       Indirect         Class

Stanford E. Clark        1,817,118   29,900
(1)                      18.5%
Manuel B. Lopez          2,184,054       --            21.9%
Richard G. Roylance        267,199      300(2)          2.7%
James M. Peck               20,000       --              .2%
Directors and Executive  4,288,371   30,200            43.3%
Officers as a Group
(4 persons)
_______________
</TABLE>
(1)  These shares are owned by the Merrial K. Clark Living Trust
     of which Mr. Clark is the Trustee.  He may be deemed to have
     shared voting and/or investment power over the shares.

(2)  Owned by Mr. Roylance as custodian for his son, and he may be
     deemed to have shared voting and/or investment power over the 
     shares.

     WSC is not aware of any arrangement which may result in a
change in control.

Item 12.  Certain Relationships and Related Transactions.

     The following describes each significant transaction or series
of similar transactions since January 1, 1991, or currently
proposed transaction, to which WSC was or is a party in which any
director or officer or affiliate of such person had or has a direct
or indirect interest.


     Stanford E. Clark, President and a director of WSC, and Manuel
B. Lopez, Vice President and a director of WSC, control and
collectively own all of the outstanding capital stock of SKRMI. 
SKRMI presently manages the Hotel, the Ski Area, and the Snow King
Resort Center pursuant to a management agreement with SKRI
providing for a management fee equal to 2% of gross revenues.  

     During 1992, Mr. Lopez borrowed $31,602 from SKRI.  Of this
amount, $11,602 was repaid by Mr. Lopez and the remaining $20,000
was repaid by WSC, all in January, 1993.  Upon payment of the
$20,000 by WSC, Mr. Lopez executed a note in the amount of $20,000
payable to WSC due October 16, 1993, and bearing interest at the
rate of 6.5% per annum.  At December 31, 1993, $15,000 remained
unpaid along with $1,300 unpaid interest.  In February, 1994, WSC
received a principal payment of $7,500.  At December 31, 1995,
there remained a balance due in the amount of $10,062.01, including
interest.  The balance of this note was extended to June 30, 1996.

     On March 14, 1997, Mr. Lopez paid interest in the amount of
$732.14 through December 31, 1996.  A new note was issued in the
amount of $10,000, to mature October 31, 1997, with interest
increased to 9%.

     In November, 1995, Mr. Lopez loaned $30,000 to SKRI.  This
note bears interest at the rate of 9% per annum and matures March
31, 1996.  This note was paid in full on February 20, 1996.  

     On December 28, 1995, SKRI borrowed $15,000 from WSC.  This
unsecured note bears interest at the rate of 9% per annum and
matures March 31, 1996.  On February 12, 1997, the interest was
paid and the maturity date extended to October 31, 1997 by a new 9%
note.

     In connection with the Restructuring, Manuel Lopez (along with
his wife, Deborah), and Margaret Peck each purchased 10% of the 
securities sold in the Offering.  Also in connection with the
Restructuring, Manuel Lopez and his wife personally guaranteed
$1,000,000 of the Loan and, pursuant to the terms of a voting
trust, Mr. Lopez has the sole right to vote the shares of SKRI
owned by WSC for a period of at least ten years.  As compensation
for personally guaranteeing the Loan, Mr. Lopez and his wife
receive $1,000 per month for so long as the guarantee is in
effect. 
In addition, in April, 1992, SKRI granted to Mr. Lopez and his wife
an option to purchase 3,000 shares of Class B Common Stock for a
period of ten years at a price of $140 per share.

     In March, 1992, SKI paid SKRMI $75,000 as a cash bonus to be
paid to Mr. Lopez.  This Bonus was granted to Mr. Lopez by SKRMI in
1990 and was ratified by SKI in 1991, and was originally to be paid
on July 5, 1990.  It was paid in full March 26, 1997

     On April 5, 1991, SKP entered into a lease agreement with Wind
River Ventures ("Wind River"), a corporation owned and controlled
by James M. Peck, a director and employee of WSC, providing for the
lease of property later owned by SKRI to Wind River, for the
purpose of conducting a miniature golf course business (the
"Business") on such property.  The initial term of the lease is
from April 1, 1991 through March 31, 1997.  Subject to certain
conditions, Wind River has the option of extending the lease for up
to an additional nine years.  The lease provides for the payment of
rent to SKRI equal to a specified percentage of the gross revenues
of the Business, starting at 2% for the first three years, 3% for
the fourth year, 4% for the fifth year, 5% for the sixth year, 8%
for years seven and eight, 10% for the ninth year, 12% for the
tenth year, and 15% for years 11 through 15.  In addition, the
lease provides for the payment to SKRI of an additional 3% of gross
revenues to partially defray United States Forest Service fees.

     On March 10, 1992, WSC granted Mr. Lopez a bonus of $100,000
in recognition of his efforts in successfully completing the 
Restructuring.  The bonus is payable in two increments, $10,000,
which was paid in 1992 and $90,000 in the future, if and when WSC
is in a position to pay him such amount in a lump sum.  The unpaid
portions of the bonus will not accrue interest.

     Mr. Lopez is a cosigner on the $600,000 line of credit of SKRI
at Jackson State Bank.  As such, he is personally liable for the
outstanding amount of such line of credit.  As of March 15, 1997,
the outstanding principal amount of such line of credit was
$600,000.  During the past several years, Messrs. Clark and Lopez
have each been personally liable for certain of SKI's borrowings. 

     In March 1993, additional shares of Class A Common Stock in
SKRI were offered for sale to the investors in SKRI at $140.00 per
share.  Mr. Lopez and Margaret Peck each purchased 135 shares.  A
total of 1,350 shares were sold at $140.00 per share for a total of
$189,000.00, in this offering.

     In 1992, the shareholders of SKRI formed a new corporation,
Snow King Resort Center, Inc. ("SKRC"), to lease and operate the
new skating rink being built by the town of Jackson on land leased 
by SKRI.  WSC owns 49.0% of the outstanding common equity of SKRC. 
Also, see auditor's Note number 8.

     In 1992, the shareholders of SKRI, other than WSC, formed a
new limited liability company, SK Land Limited Liability Company
(SKLLC), to acquire and develop approximately five acres of land
adjacent to the Hotel (the "Project").  SKLLC has agreed to grant
an option to SKRI to acquire the Project at SKLLC's cost.  WSC
declined to participate in the Project.
<TABLE>
<S>                                                          <C>
Item 13.  Exhibits.

     (a)  Exhibits:

     The following exhibits are filed herewith or incorporated by
reference to previously filed documents:

     (3)  Articles of Incorporation and Bylaws                (A)
     (4)  Instruments defining the rights of
          security holders, including indentures              (B)
     (9)  Voting trust agreement                              (C)
     (10) Material contracts                                  (D)
     (11) Statement re:  computation of per share earnings    (E)
     (13) Annual or quarterly reports, Form 10-Q             None
     (16) Letter on change in Certifying Accountant          None
     (18) Letter re:  change in accounting principles        None
     (19) Previously unfiled documents                       None
     (22) Subsidiaries of the Registrant                      (F)
     (23) Published report regarding matters
          submitted to vote                                  None
     (24) Consents of experts and counsel                    None
     (25) Power of Attorney                                  None
     (28) Additional exhibits                                 (G)
     (29) Information from reports furnished to 
          State Insurance authorities                        None
_______________
</TABLE>
(A)  Filed as Exhibits 90.3.1 and 90.3.2 to the Registrant's 
     Annual Report on From 10-K for the year ended December 31,
     1990, and hereby incorporated by reference thereto.

(B)  A copy of the form of Convertible Subordinated Debentures
     of Snow King Resort, Inc. was filed as Exhibit 4.1 to the
     Registrant's Current Report on Form 8-K, dated March 13,
     1992, and is hereby incorporated by reference thereto.  
     Copies of the following documents were filed as exhibits to
     the Registrant's Annual Report on Form 10-K for the year
     ended December 31, 1991, and are hereby incorporated by 
     reference thereto.

Exhibit

91.4.1
     Secured Promissory Note of Snow King
               Resort, Inc., dated March 13, 1992,
               payable to Orix USA Corporation

91.4.2         Loan agreement, dated March 11, 1992, by
               and between Snow King Resort, Inc. and
               Orix USA Corporation

91.4.3         Mortgage, Security Agreement, Assignment
               of Leases and Rents and Fixture Filing,
               dated March 13, 1992, by Snow King Resort,
               Inc. to Orix USA Corporation

91.4.4         Guaranty of Manuel B. Lopez and Deborah W.
               Lopez, dated March 13, 1992

91.4.5         Assignment of Leases and Rents, dated
               March 13, 1992, by and between Snow King
               Resort, Inc. and Orix USA Corporation

91.4.6         Assignment Agreement (Interest Rate Cap
               Agreement) Industrial Bank of Japan, dated
               March 13, 1992, by and between Snow King
               Resort, Inc. and Orix USA Corporation

91.4.7         Assignment of Accounts, Income and Receipts
               and Security Agreement, dated March 13, 1992,
               by and between Snow King Resort, Inc. and 
               Orix USA Corporation

91.4.8         Agreement with Respect to Assignment of
               Interest - Forest Service Permits, dated
               March 12, 1992, by and between Snow King
               Resort, Inc. and Orix USA Corporation

91.4x          Assignment in Trust - Forest Service Permit,
               dated March 12, 1992, by and between Snow
               King Resort, Inc. and Orix USA Corporation

91.4.10        Assignment, Subordination, and Attornment
               Agreement (Resort Operating Agreement),
               dated March 13, 1992, by and among Orix USA
               Corporation, Snow King Resort, Inc., and
               Snow King Resort Management, Inc.

91.4.11        Assignment of Town Leases, dated March 13,
               1992, by and between Snow King Resort, Inc.
               and Orix USA Corporation

91.4.12        Unsecured Environmental Indemnity, dated
               March 5, 1992, by Snow King Resort, Inc.
               in favor of Orix USA Corporation

91.4.13        Letter Agreement, dated March 11, 1992, by
               and among Orix USA Corporation, Snow King
               Resort, Inc., and The Industrial Bank of
               Japan, Limited

91.4.14        Interest Rate and Currency Exchange Agree-
               ment, dated March 11, 1992, by and between
               Snow King Resort, Inc. and the Industrial
               Bank of Japan Limited

91.4.15        Collateral Assignment, dated March 12,
               1992, by Snow King Resort, Inc. to Orix
               USA Corporation

(C)  A copy of the Voting Trust Agreement, dated March 12, 1992, by
     and among the Registrant, Snow King, Incorporated, and Manuel
     B. Lopez, as Trustee, was filed as Exhibit 91.9.1 to the 
     Registrant's Annual Report on Form 10-K for the year ended
     December 31, 1991, and is hereby incorporated by reference
     thereto.

(D)  The following material contracts are incorporated herein by 
     reference thereto.

     Exhibit

     -         Lease Agreement, dated August 9, 1990, by
               between Snow King, Incorporated and Telerent
               Leasing Corporation (filed as Exhibit 90.10.3
               to the Registrant's Annual Report on Form
               10-K for the year ended December 31, 1990, and
               hereby incorporated by reference thereto)

     -         Snow King Resort Operating Agreement, dated
               March 12, 1992, by and between Snow King Resort,
               Inc. and Snow King Resort Management, Inc. (filed
               as Exhibit 91.10.1 to the Registrant's Annual
               Report on Form 10-K for the year ended December 31,
               1991, and hereby incorporated by reference thereto).

     -         Purchase and Sale Agreement, dated December 31,
               1991, by and between Jackson Hole-AHRC Corporation,
               Americana Hotels and Realty Corporation, Snow
               King, Incorporated, Snow King Partnership, Snow 
               King Resort, Inc., the Registrant and Snow King
               Resort Management, Inc. (filed as Exhibit 2.1
               to the Registrant's Current Report on Form 8-K,
               dated March 13, 1992, and hereby incorporated
               by reference thereto)

     -         Purchase and Sale Agreement of SKI Leasehold
               Interest and Assets, dated December 31, 1991,
               by and between Snow King Resort, Inc., Snow
               King, Incorporated, and Snow King Resort 
               Management, Inc. (filed as Exhibit 2.2 to the
               Registrant's Current Report on Form 8-K, dated
               March 13, 1992 and hereby incorporated by 
               reference thereto)

     -         Purchase and Sale Agreement of WSC
               Partnership Interest, dated December 31, 1991, by
               and between Snow King Resort, Inc., the Registrant,
               and Snow King Resort Management, Inc. (filed
               as Exhibit 2.3 to the Registrant's Current
               Report on Form 8-K, dated March 13, 1992, and
               hereby incorporated by reference thereto).

     -         Amendment No. 1 to Agreement of Lease, dated
               December 31, 1991, by and between Jackson
               Hole-AHRC Corporation and Snow King, 
               Incorporated (filed as Exhibit 91.10.2 to 
               the Registrant's Annual Report on Form 10-K
               for the year ended December 31, 1991, and
               hereby incorporated by reference thereto).

     -         Amendment No. 1 to Mortgage, dated December 31,
               1991, by and between Snow King Partnership and
               Americana Hotels and Realty Corporation (filed
               as Exhibit 91.10.3 to the Registrant's Annual
               Report on Form 10-K for the year ended 
               December 31, 1991, and hereby incorporated
               by reference thereto).

     -         Amendment No. 1 to Collateral Assignment, 
               dated December 31, 1991, by and between the
               Registrant and Americana Hotels and Realty
               Corporation (filed as Exhibit 91.10.4 to the
               Registrant's Annual Report on Form 10-K for
               the year ended December 31, 1991, and hereby
               incorporated by reference thereto).

     -         Allonge to Secured Promissory Note, dated
               December 1991, by and between the Registrant
               and Americana Hotels and Realty Corporation
               (filed as Exhibit 91.10.5 to the Registrant's
               Annual Report on Form 10-K for the year ended
               December 31, 1991, and hereby incorporated
               by reference thereto).

(E)  Not required, since information is ascertainable from the
     Financial Statements.

(F)  Filed herewith as Exhibit 92.22.1

_______________

     (b)       No reports on Form 8-K have been filed by the 
               registrant during the fourth quarter of the year
               ended December 31, 1996.

                          Exhibit 92.22.1

           SUBSIDIARIES OF WESTERN STANDARD CORPORATION


     Name
     State of Incorporation

Western Recreation Corporation                  Wyoming
Snow King Resort, Inc.                          Wyoming
dba Snow King Resort

(G)  Exhibits 93.8.1 and 94.9.1 through 94.9.10 were attached
     and filed with Form 10KSB for the year 1994.   They are
     incorporated herein by reference thereto.

     Exhibits 94.4.11 and 94.4.12 were inadvertently not filed
     with Form 10KSB for the year 1994, but are filed herewith.

Exhibit

93.8.1
     Modification to loan agreement - August 30, 1993.

94.9.1         Second modification to loan agreement.

94.9.2         Modification of Secured Promissory Note.

94.9.3         Modification of Assignment of Town Lease.

94.9.4         Modification of Mortgage, Security Agreement,
               Assignment of Leases and Rents, and Fixture
               Filing.

94.9.5         Consent of Guarantor

94.9.6         Consents.

94.9.7         Letter from Hanna and Van Atta to Teton Land 
               Title Company.

94.9.8         Assignment of Ice Skating Rink Lease

94.9.9         Agreement Regarding Collateral Assignments of
               Ice Skating Rink Lease.

94.9.10        Estoppel Certificates.

94.4.11        Lease Agreement - Ski Shelter, Ski Lift and
               Mountain Tract

94.4.12        Lease Agreement - Ice Rink Tract

94.4.13        Third modification to loan agreement with
               ORIX was filed with Form 8-K on April 15,
               1996 and is incorporated herein by
               reference.
[/TABLE]


                            SIGNATURES

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

                                   WESTERN STANDARD CORPORATION

Date:  March 26, 1997              By:/s/ Stanford E. Clark       
                                      Stanford E. Clark, President

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

Date:  March 26, 1997              /s/ Stanford E. Clark          
                                   Stanford E. Clark
                                   President, Treasurer (Principal
                                   Executive, Financial and
                                   Accounting Officer) Comptroller
                                   and Director

Date:  March 26, 1997              /s/ Manuel B. Lopez            
                                   Manuel B. Lopez
                                   Vice President and Director


Date:  March 26, 1997              /s/ Richard G. Roylance        
                                   Richard G. Roylance
                                   Secretary and Director


Date:  March 26, 1997              /s/ James M. Peck              
                                   James M. Peck
                                   Director