4
                                
                                
                                
                            FORM 10-K
                                
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C. 20549
                                

[X]  ANNUAL  REPORT  PURSUANT  TO SECTION  13  OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
     
For the fiscal year ended December 31, 1996

                                
                               OR
                                

[ ]  TRANSITION  REPORT 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 number 1-3329

                         WILSON BROTHERS
     (Exact name of registrant as specified in its charter)
                                
     (Each name of registrant as specified in its charter)

            ILLINOIS                        36-1971260
(State or other jurisdiction of          (I.R.S. Employee
 incorporation or organization)         Identification No)
                                                 
     902 South Main Street                     15474
        Point Marion, PA                    (Zip Code)
(Address of principal executive                  
            offices)
                
 Registrant's telephone number,           (412) 725-5231
      including area code:                       
                


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

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

                  Common Stock. $1.00 Par Value
                         Title of Class
                                
     Indicate by check mark whether the registrant (1) has  filed
all  reports required to be filed by Section 13 or l5(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days. Yes X  No

      Indicate  by check mark if disclosure of delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and will not be contained, to the best of registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K.  [ x ]

      The aggregate market value of the voting stock held by non-
affiliates  cannot  be  determined since  no  established  market
exists for the Company's common stock.

      There  were  3,321,039  shares of the  registrant's  common
stock  ($l.00 par value) outstanding at March 1, 1996,  of  which
non-affiliates  and  affiliates  held  1,776,386  and   1,544,653
shares, respectively, representing 53.5% and 46.5%, respectively,
of the registrant's common stock outstanding.

                             PART I
                                
     Item 1.   Business.

     General Development of Business

     Wilson  Brothers  was  incorporated  in  Illinois  in  1898.
Reference  herein  to "the Company" includes collectively  Wilson
Brothers  and  its  subsidiaries  unless  the  content  indicates
otherwise.  The Company's principal executive offices are located
at 902 South Main Street, Point Marion, PA 15474.

     During  the  1996 fiscal year, the Company had  one  active,
wholly-owned subsidiary - Houze Glass Corporation, a Pennsylvania
corporation  ("Houze")  located in  Point  Marion,  Pennsylvania,
which is engaged in the specialty decoration of glass and ceramic
items.

     At  the beginning of fiscal year 1993 approximately 53.7% of
the  Company's common stock was owned by DWG Corporation ("DWG").
On  April 23, 1993, DWG Acquisition Group L.P. acquired 28.6%  of
DWG's  then  outstanding shares of common stock.  DWG Acquisition
Group  L.P.  subsequently changed its name to  Triarc  Companies,
Inc. ("Triarc").

          On September 28, 1993, the Company's Board of Directors
authorized  the  sale  or liquidation of  all  of  its  operating
businesses.   On  December  28,  1993,  Triarc  entered  into   a
Securities Purchase Agreement with Bruce Paparella and Warren  B.
Kanders  (the  "Purchase Agreement"). Pursuant  to  the  Purchase
Agreement,  on  January  10, 1994, Mr.  Paparella  acquired  from
Triarc  1,296,436  shares  of  the Company's  common  stock,  Mr.
Kanders  acquired  from Triarc 648,217 shares  of  the  Company's
common  stock, Triarc assigned to Mr. Paparella and  Mr.  Kanders
that certain note made by the Company and owned by Triarc with  a
remaining  principal  balance  of  $1,500,000  which  note  bears
interest  at the prime rate and at the time was convertible  into
956,937  shares  of the Company's common stock (the  "Convertible
Note"), and Triarc assigned to Mr. Paparella and Mr. Kanders  cer
tain accounts receivable by Triarc in the amount at September 30,
1993 of $1,230,000 (the "Accounts Receivable").  As a consequence
of  said transactions, Mr. Paparella owned a 75% interest in  the
Convertible Note and the Accounts Receivable and Mr.  Kanders  ob
tained  a  25% interest in the Convertible Note and the  Accounts
Receivable and, Mr. Paparella and Mr. Kanders together  owned  ap
proximately 59% of the Company's outstanding common stock and, as
a  result  of such transactions, may be deemed to have controlled
the  Company.   The  Company  has been informed  that,  effective
December 30, 1994, Mr. Kanders entered into three separate  stock
purchase agreements pursuant to which Mr. Kanders transferred the
aggregate  of 648,217 shares of the Company's common stock  owned
by him to four individuals, including Mr. Paparella who purchased
348,217  shares for $5,000.  The remainder of these  shares  were
sold  by Mr. Kanders to three individuals who are not related  to
Mr.  Paparella.  In addition, the Company has been informed that,
on  December 22, 1994 Mr. Kanders made a gift of his 25%  portion
of  the  Convertible  Note,  which was convertible  into  239,234
shares of Common Stock (representing 6.9% of the Common Stock  on
a  fully  diluted basis assuming the Convertible Note  was  fully
converted into such shares of Common Stock), and Mr. Kanders' 25%
interest  in  the Accounts Receivable to a charitable foundation,
Choate  Rosemary Hall Foundation, Inc., leaving Mr. Kanders  with
no  remaining beneficial interest in the Company's common  stock.
On  April  18,  1995,  John  Sanford,  the  Company's  then  Vice
President  and  Chief Financial Officer, acquired  in  a  private
transaction with Mr. Walter Carucci, a $362,500 interest in  such
convertible note which is convertible into 231,259 shares of  the
Company's Common Stock and, as such, Mr. Sanford may be deemed to
be  the  beneficial owner of 231,259 shares issuable to him  upon
his  election to convert his interest in the notes.  On April 21,
1996,   Mr.  Bruce  Paparella,  the  Company's  President,  Chief
Executive  Officer and a Director died from cancer.  On September
6,  1996,  in a private transaction, the Estate of Mr.  Paparella
sold  to  Mr.  Sanford 1) a 37.5% interest in such  Note  in  the
principal  sum  of  $562,500, which is convertible  into  358,852
shares  of  the  Company's  Common  Stock,  2)  certain  accounts
receivable  in  the  amount of $461,250 of the  Company,  and  3)
1,644,653  shares of the Company's common stock, for an aggregate
purchase  price of $330,000.  On November 22, 1996, Mr.  Sanford,
in a private transaction, made gifts to non-affiliated persons of
1)  100,000 shares of the Company's Common Stock, and 2)  $56,250
of  the principal amount plus accrued interest of the Convertible
Note,  which  is convertible into 35,886 shares of the  Company's
Common Stock.  As a result of these transactions,  as of December
31,  1996, Mr. Sanford beneficially owns 1,544,653 shares of  the
Company's  outstanding Common Stock, representing 46.5%  of  such
Common  Stock outstanding, and is the beneficial owner of 554,226
shares  issuable to him upon his election to convert his interest
in  the  Note, constituting an aggregate beneficial  interest  in
2,098,879  shares of the Common Stock of the Company representing
approximately 54.2% of the Common Stock of the Company and may be
deemed to control the Company.
     
     Mr.  Sanford is the Company's Chief Executive Officer and  a
member of the Board of Directors.

     From  September  28,  1993  through  January  9,  1994,  the
Company's  two  wholly-owned  subsidiaries,  Houze  and  Northern
Engineering  Corporation,  a Delaware  corporation  ("Northern"),
were treated as discontinued operations.  As of January 10, 1994,
however,  the  Company's  Board of Directors  deemed  it  in  the
Company's  best  interest to continue the  operations  of  Houze.
Accordingly, the consolidated financial statements  for  each  of
the  periods  presented have been restated to  reflect  only  the
operations of Northern as discontinued.
     
        On  May 12, 1994, the Company sold all of the outstanding
shares  of  Northern  to  a corporation controlled  by  a  former
director  of the Company.  In consideration for the sale  of  the
Northern  shares, the Company received $10,000,  plus  a  secured
promissory note (the "Note") in the principal amount of  $750,000
repayable on or before May 1, 1999, which bears interest  payable
quarterly at 8 percent per annum. Such note is collateralized  by
certain  real  property  of Northern (the "Mortgaged  Property").
The  Mortgaged Property was not appraised in connection with  the
transaction.   If  the Mortgaged Property is  sold,  all  of  the
principal  and interest is immediately due and payable. Effective
October  28,  1994, the Company agreed to reduce  the  percentage
from  50  percent  to 30 percent of the amount that  the  Company
shall be entitled to receive if the Mortgaged Property is sold in
excess  of  $750,000. In exchange, the purchaser made  a  partial
prepayment of the principal of the Note in the amount of $150,000
which  was  paid  by  November 7, 1994, and  agreed  to  make  an
additional $150,000 partial prepayment which was paid on  January
15,  1995.   The purchaser had the option to prepay the remaining
principal  balance of the Note by June 30, 1995.  Such prepayment
was  not  made, and therefore, the purchaser was to  additionally
compensate  the Company $50,000 by July 15, 1995, of  which  only
$10,000  has  been paid.  As a result, the Company believes  that
the principal amount of the Note and accrued interest thereon may
not be collectible, and therefore as of September 30, 1995 made a
full  valuation reserve in the financial statements  of  $450,000
for  the  principal balance and $6,000 for the  accrued  interest
balance on the note as well as the $40,000 balance on the  option
fee.   The  Company  intends  to  pursue  all  opportunities  for
collection,  including  repossession  and  liquidation   of   the
Mortgaged Property.

     On   November  16,  1995,  the  Company  received   $472,541
representing the net proceeds distributed in connection with  the
resolution of all litigation claims of Northern, retained by  the
Company after the sale of Northern, with Pennsylvania Engineering
Corporation.   These  proceeds  were  applied  to  interest   and
principal  under the Note.  The Consolidated Financial Statements
included elsewhere in this Annual Report on Form 10-K reflect the
stock sale of Northern.

     Industry Segments

     The Company presently operates in one business segment.

     Business

     Wilson  Brothers  is  a holding company  whose  business  is
conducted  through Houze.  Through Houze, the Company is  engaged
in the specialty decoration of glass and ceramic items.

     Except  as  described below, the Company does not anticipate
that present environmental regulations will materially affect its
capital expenditures, earnings or competitive position.  To date,
the  Company  has  not been required to make significant  capital
expenditures in order to meet current environmental standards.

      As  of December 31, 1996, the Company had approximately  87
employees  of which 24 were salaried employees and the  remainder
were  hourly personnel.  Workers are represented by the  American
Flint Glass Workers Union under a contract which expires in March
1999.  The Company believes its relations with its employees  are
satisfactory.

     Except  as  described below, patents, trademarks,  licenses,
franchises  and concessions are not material to the  business  of
the  Company.   Working capital requirements of the  Company  are
expected to be fulfilled from operating cash flow supplemented by
a revolving line of credit facility arranged with a bank on March
4,  1994  and  extended  on  various dates  through  maturity  on
December 31, 1997.  During the last three years, the Company  has
not  had  any  material  expenditures  for  Company  or  customer
sponsored   research  and  development  activities.   No   single
customer   accounted  for  more  than  10%   of   the   Company's
consolidated revenues in 1996.

     Houze  is  engaged  in  the specialty decoration  of  glass,
ceramic  and, commencing in 1996, plastic items.  Sales are  made
through  sales representatives and are generally for  advertising
specialties,  premiums, souvenirs and the retail trade.   Houze's
core  business, which is highly competitive, consists principally
of the decoration of mugs which are sold to advertising specialty
distributors.  Custom imprinted tumblers or coffee mugs generally
lend more exposure per advertising dollar to customers because of
their frequency of use in the business atmosphere.  From time  to
time,  Houze also obtains special contract orders.  Such  special
contract orders do no necessarily occur each year and there  were
no  significant  contract  orders in 1994,  1995  or  1996.   The
decorative glass business is highly competitive, particularly  in
connection  with items such as tumblers, mugs and  glasses.   The
particular  markets  targeted  by the  ceramic  mug  segment  are
pharmaceutical  companies that utilize  the  "magic"  process  to
demonstrate a change which occurs when a particular medication is
prescribed.   Houze  also  targets  companies  that   desire   to
advertise a particular product or perhaps a change in the company
(i.e.,  name  or  logo).  Houze competes on the basis  of  price,
quality  and  design.  Many of its competitors  are  much  larger
companies,   with   far   greater  resources.    Anchor   Hocking
Corporation  and Libbey Owens Ford Company are dominant  in  this
industry.  Using price, quality, service and expertise of  design
as  priorities,  the  Company believes that  it  can  maintain  a
competitive edge in the advertising specialty market.

     For  the  last three years the custom decorated ceramic  mug
product  line  has  been  approximately 85%  of  Houze's  overall
business.

     Management is currently looking to expand Houze's decorative
products  to  include  custom  imprinted  ceramic  steins,   shot
glasses,   and  travel  mugs.   Additionally,  the   Company   is
decorating beverage coolers, plastic items, and sublimated mugs.

     Houze  is continuing to use the "magic" process which  is  a
thermal chromatic process whereby ceramic pigment is activated by
either high or low temperatures.  This allows for a visual change
in  the  product  to reveal an advertisement or artistic  effect.
This  process  is  now available through other  manufacturers  in
United States.  Consequently, competition in this market area  is
increasing to some extent.

     Houze  purchases much of its raw material supplies of  glass
and  ceramic  items  from  five  principal  suppliers.   However,
management believes that such raw materials are readily available
from other sources at competitive prices.

     Houze  enters into licensing agreements with customers which
permit  Houze  to imprint specific logos or designs  directly  on
products.

     In recent years, Houze's sales have been greatest during the
fall quarter as a result of customers' holiday programs.  Backlog
or  orders  believed  to  be firm as of  December  31,  1996  was
$223,000  compared to $310,000 at year end 1995.  Backlog  orders
are filled within the current fiscal year.

     Because  the  ceramic mug business is dependent on  imported
ware,  Houze  is required to maintain inventories to cover  needs
for  45 - 60 days at a minimum.  If a shortfall occurs, inventory
is supplemented with ware purchased from a distributor located in
the  United States.  Houze does not offer extended payment  terms
to customers.

     Houze  is  not dependent on any single customer  because  of
Houze's  method  of  distribution.  Houze  is  a  member  of  the
Advertising Specialty Institute and a supplier to the advertising
industry.   Houze  maintains  a nationwide  distribution  network
through over 13,800 distributors offering Houze products.

     As an advertising specialty supplier, no material portion of
Houze's  business  is  affected by renegotiation  of  profits  or
termination  of  contracts at the election  of  any  governmental
agency.

     In  February 1993, the Company became aware that certain  of
Houze's  products may have concentrations of lead and cadmium  at
levels  which  might  constitute hazardous  waste.   While  after
testing,  it  was  ascertained  that  products  currently   being
produced   are   within  acceptable  levels,  certain   products,
generally  those produced prior to 1980, had unacceptable  levels
of  lead and cadmium.  These products had been disposed of  in  a
disposal  site  located  on Houze's property.   The  Pennsylvania
Department  of  Environmental Regulation (PDER) and  the  Company
agreed to a consent order on September 22, 1994, which outlines a
plan  for  Houze to remove and encapsulate all of  the  hazardous
waste  and  thereby  comply  with  residual  waste  pile  closure
requirements.   The  Company intends to  fully  comply  with  the
requirements  of the consent order.  The estimated  cost  of  the
Company's original plan of remediation was increased during  1993
by  $700,000  from $200,000, based on advice from its consultant,
which  was  provided  for  in  the  1993  consolidated  financial
statements.   At  December  31, 1996,  the  reserve  balance  was
$820,000  reflecting charges of $25,000, $41,000 and  $14,000  in
actual remediation expenses incurred during 1996, 1995 and  1994,
respectively.  While the Company believes that the total cost  of
the  plan  provided  by the PDER in the consent  order  discussed
above  will not exceed the amount reserved, the Company is unable
at  this  time  to  make a final determination  of  the  cost  of
implementation,  and  therefore, has not  adjusted  such  reserve
beyond  that  arising from actual remediation  expenditures.   On
February 11, 1997, PDER granted Houze an extension in the consent
order until June 30, 1997.  The final costs to complete the  plan
of remediation may be substantial in relation to the consolidated
financial  position of the Company, which could have  a  material
adverse effect on its results of operations and liquidity.

     The Company has no foreign operations or any material export
sales.

     Subsequent Events

     On  February  13,  1997,  in a private  transaction,  Choate
Rosemary Hall Foundation, Inc. sold to Mr. Sanford pursuant to  a
Note  and  Accounts  Receivable  Purchase  Agreement  (i)   their
interest  of  $375,000 principal amount of the Convertible  Note,
which  is convertible into 239,234 shares of the Company's Common
Stock, and (ii) their interest in the Accounts Receivable for  an
aggregate purchase price of $200,000.

     As  a  result of the above transaction, Mr. Sanford  is  the
beneficial  holder  of  (i) $1,243,750 of  the  Convertible  Note
convertible at any time into 793,460 shares of Common Stock,  and
(ii) 1,544,653 shares of the Company's Common Stock, constituting
approximately  56.8  percent of the Company's outstanding  Common
Stock.

     On  April 9, 1997, the Company entered into a stock purchase
agreement  with  G&L  Consultants, Inc. to  purchase  90  percent
ownership,  represented  by  171,000 shares  of  the  outstanding
common  stock of LM Plastics, Inc., a North Carolina  corporation
with  its  principal  office  in  Shelby,  North  Carolina.   The
purchase  price for the common stock consisted of the payment  of
$1,  plus a personal indemnity by Mr. Sanford to G&L Consultants,
Inc.  for  the payment of a promissory note from the LM Plastics,
Inc. to a bank in the original principal amount of $70,000.   The
Company has the option to purchase at any time, or after 3  years
is  obliged to purchase at the request of G&L consultants,  Inc.,
the  remaining  10 percent outstanding shares for the  amount  of
$10,450,  with  such price increasing at an  annual  rate  of  20
percent for each month after April 9, 1997.

     Item 2.   Properties.

     Operations  of  Houze  occupy a facility  in  Point  Marion,
Pennsylvania  which  has  approximately 175,000  square  feet  of
manufacturing and office space on a 16 acre site.  Such  facility
is substantially utilized.

     Item 3.   Legal Proceedings.

      In  December 1993, a civil action was brought in the United
States  District  Court for the Western District of  Pennsylvania
against the Company, Houze and Triarc Companies, Inc. ("Triarc"),
the  former parent of the Company, by the former chief  operating
officer  of  Houze.  The complaint alleged that such officer  was
owed  bonuses  in  the  amount  of  approximately  $116,000  plus
interest on said amount.  The amount of the claim for bonuses had
been  recorded  in the consolidated financial statements  of  the
Company.   The Company and Houze answered the claim and  asserted
certain  counterclaims.  By agreement dated January 1, 1995,  the
Company,  Houze  and  Triarc agreed  to  settle  the  claims  and
counterclaims.  The agreement provides that Houze  will  pay  the
former  officer  the  aggregate  amount  of  $37,500  in  several
installments, all of which has been paid as of December 31, 1996.
The $116,000 reserve for this claim was reduced accordingly as of
December 31, 1994.
     
     While  the  Company is not currently engaged in  litigation,
the  Company is from time to time involved in routine  litigation
incidental  to its business.  The Company does not  believe  that
any  of  such  routine litigation will have  a  material  adverse
effect  on  its  consolidated financial position  or  results  of
operations.

     Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.

PART II

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

     There is no current established public trading market for
the Company's common stock.

     Prior  to September 14, 1993, the high and low sales  prices
for  the  common  stock of the Company as listed on  the  Pacific
Stock Exchange were as follows:

                                       Prices
     Year and Period                High     Low
       1993
          First Quarter             $.75      $.50
          Second Quarter             .875      .50
          Third Quarter              .875      .125


     From September 14, 1993 through December 31, 1993, the range
of high and low bid information for the common stock of the
Company was as follows:

                                       Prices
     Year and Period                High     Low
       1993
          Fourth Quarter (9/14 to 12/13)      $.0625   $.03125

     Such over-the-counter market quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may
not necessarily represent actual transactions.

     On  September  14,  1993,  the Company's  common  stock  was
delisted  from the Pacific Stock Exchange for failure  to  comply
with  minimum  listing criteria.  Since that time  the  Company's
common  stock  has been traded over the counter through  National
Quotation Bureau's "pink sheets".   Since December 12, 1993,  the
"pink sheets" has listed no bid for the Company's common stock.

     As of December 31, 1996, there were 3,027 record holders of
the Company's common stock.

     The Company did not declare or pay any cash dividends during
the  past three years.  The applicable provisions of the Business
Corporation  Act  of  Illinois,  the  Company's  jurisdiction  of
incorporation, limit the payment of dividends to an amount  equal
to  the  difference between the assets of a corporation  and  its
liabilities.   Under  such provisions at December  31,  1996,  no
dividends were permitted to be paid.  The Company has no  present
plans for the payment of any dividends.

     On  January  10,  1994,  pursuant to a  Securities  Purchase
Agreement  dated December 28, 1993 among Bruce Paparella,  Warren
B.  Kanders  and  Triarc  Companies,  Inc.  ("Triarc"),  (i)  Mr.
Paparella  acquired from Triarc 1,296,436 shares of the Company's
common  stock,  (ii)  Mr. Kanders acquired  from  Triarc  648,217
shares  of  the Company's common stock, (iii) Triarc assigned  to
Mr.  Paparella  and Mr. Kanders that certain  note  made  by  the
Company and owned by Triarc with a remaining principal balance of
$1,500,000 which note bears interest at the prime rate and at the
time  was  convertible into 956,937 shares of Common  Stock  (the
"Note"),  and  (iv)  Triarc assigned to  Mr.  Paparella  and  Mr.
Kanders certain accounts receivable held by Triarc in the  amount
at  September 30, 1993 of $1,230,000 (the "Accounts Receivable").
Triarc  is  the successor to DWG Corporation ("DWG"), the  former
controlling shareholder of the Company.  As a consequence of said
transactions, Mr. Paparella obtained a 75% interest in  the  Note
and  the  Accounts  Receivable and Mr.  Kanders  obtained  a  25%
interest in the Note and the Accounts Receivable.

           The Company has been informed that, effective December
30,  1994, Mr. Kanders entered into three separate stock purchase
agreements   pursuant  to  which  Mr.  Kanders  transferred   the
aggregate  of 648,217 shares of the Company's Common Stock  owned
by him to four individuals, including Mr. Paparella who purchased
348,217  shares for $5,000.  The remainder of these  shares  were
sold  by Mr. Kanders to three individuals who are not related  to
Mr.  Paparella.  In addition, the Company has been informed that,
on  December 22, 1994 Mr. Kanders made a gift of his 25%  portion
of the Convertible Note which was convertible into 239,234 shares
of Common Stock (representing 6.9% of the Common Stock on a fully
diluted  basis assuming the Convertible Note was fully  converted
into such shares of Common Stock) and Mr. Kanders 25% interest in
the  Accounts  Receivable  to  a  charitable  foundation,  Choate
Rosemary  Hall  Foundation, Inc., leaving  Mr.  Kanders  with  no
remaining beneficial interest in the Company's Common Stock.   On
April  18,  1995, John Sanford, the Company's then Vice President
and  Chief  Financial Officer, acquired, in a private transaction
with  Mr.  Carucci, a $362,500 interest in such convertible  note
which  is convertible into 231,259 shares of the Company's Common
Stock  and,  as  such,  Mr.  Sanford may  be  deemed  to  be  the
beneficial  owner  of 231,259 shares issuable  to  him  upon  his
election  to  convert his interest in the notes.   On  April  21,
1996,   Mr.  Bruce  Paparella,  the  Company's  President,  Chief
Executive  Officer and a Director died from cancer.  On September
6,  1996,  in a private transaction, the Estate of Mr.  Paparella
sold  to  Mr.  Sanford 1) a 37.5% interest in such  Note  in  the
principal  sum  of  $562,500, which is convertible  into  358,852
shares  of  the  Company's  Common  Stock,  2)  certain  accounts
receivable  in  the  amount of $461,250 of the  Company,  and  3)
1,644,653  shares of the Company's common stock, for an aggregate
purchase price of $330,000.  November 22, 1996, Mr. Sanford, in a
private transaction, made gifts to non-affiliated persons  of  1)
100,000  shares of the Company's Common Stock, and 2) $56,250  of
the  principal  amount plus accrued interest of  the  Convertible
Note,  which  is convertible into 35,886 shares of the  Company's
Common Stock.  As a result of these transactions,  as of December
31,  1996, Mr. Sanford beneficially owns 1,544,653 shares of  the
Company's  outstanding Common Stock, representing 46.5%  of  such
Common  Stock outstanding, and is the beneficial owner of 554,226
shares  issuable to him upon his election to convert his interest
in  the  Note, constituting an aggregate beneficial  interest  in
2,098,879  shares of the Common Stock of the Company representing
approximately 54.2% of the Common Stock of the Company and may be
deemed to control the Company.

     Mr. Sanford is the Company's Chief Executive Officer.

     
     Item 6.   Selected Financial Data.(1)

For the Year        1996      1995     1994      1993    1992

Net sales           $5,715   $5,041   $5,495    $7,021  $8,280
Operating profit (loss) $    14  $    (517)     $(652)  $(2,251)
$                   (1,082)
Loss from
 continuing operations  $    (58)$    (602)     $(588)  $(3,492)
$                   (1,376)
Loss from discontinued
 operations, net of tax $    -   $    (-) $     (161)   $(1,837)
$                   (976)

Net loss            $(58)    $(602)   $(749)    $(5,329)    $
(2,352)
Loss per common and
 equivalent share:
  Continuing operations      $(0.02)  $(0.18)   $(0.18) $(1.05)
$ (0.42)
  Discontinued operations     -         -               (0.05)
(0.55)              (0.29)
  Net loss          $(0.02)  $(0.18)  $(0.23)   $       (1.60)
$ (0.71)

Shares used in computing
                    loss per common and
 equivalent share   3,321    3,321    3,321     3,321   3,321

Cash dividend per share      $ -      $  -      $ -     $  -
$                   -

At Year-End

Total assets        $1,998   $2,095   $2,655    $3,104  $7,290

Long-term debt      $   -    $   -    $   -     $   9   $  25

Note payable to majority
   owners and others    $    1,500    $1,500    $1,500  $1,500
$                   1,500










(1)  Restated to reflect the operations of Northern Engineering
Corporation as discontinued.1



     Item 7.   Management's Discussion and Analysis of Financial
Condition and Results of Operation.

     Forward-Looking Statements

     The  following  discussion contains certain  forward-looking
statements with respect to anticipated results which are  subject
to  a number of risks and uncertainties.  From time to time,  the
Company  may publish forward-looking statements relating to  such
matters as anticipated financial performance, business prospects,
technological   developments,   new   products,   research    and
development   activities  and  similar  matters.    The   Private
Securities Litigation Reform Act of 1995 provides safe harbor for
forward-looking statements.  In order to comply with the terms of
the  safe  harbor,  the Company notes that a variety  of  factors
could cause the Company's actual results and experience to differ
materially  from  the anticipated results or  other  expectations
expressed in the Company's forward-looking statements.  The risks
and  uncertainties  that may effect the operations,  performance,
development and results of the Company's business include,  among
other  things, the following: business conditions and  growth  in
the Company's industry; general economic conditions; the addition
or  loss  of  significant customers; the loss of  key  personnel;
product   development;  competition;  fluctuations   in   foreign
currency  exchange rates; rising costs of raw materials  and  the
unavailability of sources of supply; the timing of orders  placed
by  the Company's customers; failure by the Company's subsidiary,
Houze,  to  renegotiate its credit facility  beyond  the  current
expiry  date of December 31, 1997; and other risk factors  listed
from time to time in the Company's quarterly reports.

     Trends

     Due  to  the  continued decline in sales  and  the  negative
impact  of  increased competition, the Company  discontinued  the
operations   of   Northern,  which  represented   the   Company's
industrial crane business, effective September 28, 1993, and such
operations were subsequently sold as discussed elsewhere herein.

     The following discussion and analysis of financial condition
pertains  primarily  to  Houze, which  represents  the  remaining
business of the Company.

     Houze    continues   to   face   significant    competition,
particularly  in its core business which consists principally  of
the  decoration  of mugs which are sold to advertising  specialty
distributors.  In an effort to gain market share and  to  compete
with its competitors, many of which are larger companies with far
greater  resources, Houze instituted price reductions  for  large
orders   and  has  increased  its  marketing  efforts  to  retail
distributors  and  holders of licensed  products.   Additionally,
Houze  has made significant improvements to its customer services
area  in response to the higher level of service demanded by  its
customers.

     Liquidity

     The   Company's  consolidated  cash  and  equivalents,  were
$170,000  at  December 31, 1996 compared to $428,000 at  December
31,  1995.   During  this period, cash and equivalents  decreased
primarily due to an increase in accounts receivable, reduction of
short term debt and operating losses.

     From  June  1987 through May 1989, the Company made  certain
secured  loans  to  Pennsylvania Engineering Corporation  ("PEC")
which  may be deemed to have been an affiliate of the Company  at
such time, and in connection therewith, at December 31, 1994  the
Company  was  owed  a  principal balance  of  $1,555,000  on  its
outstanding  loans to PEC and $1,032,000 of accrued interest  and
$78,000  of fees.  Such outstanding loans to PEC were payable  on
demand,  bore  interest  at  the  prime  rate  plus  3%  and  are
collateralized  by a mortgage on certain real property  owned  by
PEC's  subsidiary, Lectromelt Corporation.  On February 4,  1992,
PEC  and  its subsidiaries, Birdsboro Corporation and  Lectromelt
Corporation, filed petitions for relief under Chapter  7  of  the
Federal Bankruptcy Code in the United States Bankruptcy Court for
the Western District of Pennsylvania.  A trustee was appointed in
such proceedings on February 7, 1992.  In accordance with Chapter
7  of  the  Code,  upon  such  appointment  the  trustee  assumed
jurisdiction over the assets and all powers with respect  to  the
business  of  PEC and such subsidiary. On December 28,  1994  the
Company received $60,000 in satisfaction of the mortgage from the
sale   of  certain  real  property  owned  by  PEC's  subsidiary,
Lectromelt  Corp. Such proceeds were applied to accrued  interest
receivable  and  a  comparable amount  was  charged  against  the
valuation  reserve and recorded as other income in the  statement
of  operations.   On  September 11, 1995,  the  Company  and  the
Bankruptcy  Trustee  for PEC entered into a Settlement  Agreement
pursuant   to  which  the  Company's  claims  against  PEC   were
recognized  as an allowed, general unsecured claim in the  amount
of  $1,399,986 and provided for a contingent minimum distribution
to  the Company in settlement of such claim in an amount equal to
at  least  33  percent  of  its allowed  claim.   The  Settlement
Agreement  permitted the Company to withdraw from the  settlement
if   the  Trustee's  proposed  distribution  plan  provided   for
distribution  to  the  Company of less than  33  percent  of  the
recognized  claim.   On  October 16, 1995, the  Bankruptcy  Court
approved  the  Trustee's  settlement  with  the  Company  and  on
November 16, 1995 the Trustee made a distribution to the  Company
in  the  amount of $472,541 in full and final settlement  of  the
Company's  claim  against  PEC.  Such proceeds  were  applied  to
accrued  interest receivable, and a comparable amount was charged
against the valuation reserve and recorded as other income in the
statement of operations.
     On  March 11, 1994, Houze entered into an agreement  with  a
bank for a revolving line of credit facility in an amount not  to
exceed  $400,000. The line of credit has since been increased  to
$500,000  and  extended to December 31, 1997.  Advances  on  such
line  of  credit bear interest at the lending bank's  prime  rate
plus 3.5%.  In addition, the bank is entitled to reimbursement of
fees for auditing Houze's accounts receivable during the term  of
the   commitment.   Advances  are  collateralized   by   accounts
receivable,  inventory and an assignment of a $50,000 Certificate
of  Deposit  from  Fay  Penn  Economic  Development  Council  and
$100,000  Certificates  of  Deposit from  the  Company,  and  are
guaranteed by the Company and Mr. Sanford.  No assurances can  be
given  as to the success of obtaining an extension or refinancing
subsequent  to  December  31,  1997.   A  failure  by  Houze   to
renegotiate such credit facility beyond December 31,  1997  would
have a material adverse effect on the Company.

     For   the   year  ended  December  31,  1996,  the   Company
compensated  the Estate of Mr. Paparella $18,750  for  management
services.   The  Company  compensated  Mr.  Sanford  $67,000  for
management  services  for the year ended December  31,  1996,  of
which   $12,000   has  been  deferred.   Mr.   Sanford's   annual
compensation for 1997 will be $12,000.

     In  accordance  with an agreement with the Company's  former
lender, DWG made a principal payment on December 31, 1982 on  the
Company's  behalf and purchased interest notes which were  issued
by  the  Company  to such lender in payment of accrued  interest.
Pursuant  to  a Conversion Rights Agreement entered into  between
the  Company and DWG, the obligations of the Company arising from
the  principal payment by DWG and purchase of interest notes were
convertible  into  newly-issued shares of  the  Company's  common
stock.   In  1983,  DWG  converted $651,445 principal  amount  of
interest notes into 651,445 shares of the Company's common stock.
In November and December 1988, the Company repaid all outstanding
interest  notes which aggregated $2,132,000, repaid $4.5  million
of  the  $6.0 million note evidencing such principal payment  and
paid  substantially  all  accrued  interest  owed  to  DWG.   The
remaining principal balance of a $1.5 million note owed to Triarc
Companies, Inc., successor to DWG, as of December 31, 1993  bears
interest at the prime rate and is convertible into 956,937 shares
of  the Company's common stock.  Effective January 10, 1994, such
convertible  note  was purchased by Mr. Bruce Paparella  and  Mr.
Warren  B. Kanders in connection with their acquisition of common
stock from Triarc Companies, Inc., as described elsewhere herein.
On  December 22, 1994, Mr. Kanders donated his 25% rights in such
note  to  a  charitable  institution.  On April  18,  1995,  John
Sanford,   the  Company's  Vice  President  and  Chief  Financial
Officer,  acquired a $362,500 interest in such  convertible  note
which  is convertible into 231,259 shares of the Company's Common
Stock  and,  as  such,  Mr.  Sanford may  be  deemed  to  be  the
beneficial  owner  of 231,259 shares issuable  to  him  upon  his
election  to  convert his interest in the notes.   On  April  21,
1996,   Mr.  Bruce  Paparella,  the  Company's  President,  Chief
Executive  Officer and a Director died from cancer.  On September
6,  1996,  in a private transaction, the Estate of Mr.  Paparella
sold  to  Mr.  Sanford 1) a 37.5% interest in such  Note  in  the
principal  sum  of  $562,500, which is convertible  into  358,852
shares  of  the  Company's  Common  Stock,  2)  certain  accounts
receivable  in  the  amount of $461,250 of the  Company,  and  3)
1,644,653  shares of the Company's common stock, for an aggregate
purchase price of $330,000.  November 22, 1996, Mr. Sanford, in a
private transaction, made gifts to non-affiliated persons  of  1)
100,000  shares of the Company's Common Stock, and 2) $56,250  of
the  principal  amount plus accrued interest of  the  Convertible
Note,  which  is convertible into 35,886 shares of the  Company's
Common Stock.  As a result of these transactions,  as of December
31,  1996, Mr. Sanford beneficially owns 1,544,653 shares of  the
Company's  outstanding Common Stock, representing 46.5%  of  such
Common  Stock outstanding, and is the beneficial owner of 554,226
shares  issuable to him upon his election to convert his interest
in  the  Note, constituting an aggregate beneficial  interest  in
2,098,879  shares of the Common Stock of the Company representing
approximately 54.2% of the Common Stock of the Company and may be
deemed to control the Company.
     
     The  Company has incurred losses from operations and  as  of
December 31, 1996, the Company had a stockholders' deficiency  of
$4.1  million and a consolidated working capital deficit of  $2.3
million.

     The  Company's ability to meet its cash requirements in  the
next  year  is  dependent  upon substantial  improvement  in  the
results  of  operations and cash flows, maintaining and  renewing
its  financing from its bank or others.  If these conditions  are
not  satisfactorily  achieved,  the  Company  may  be  unable  to
generate sufficient cash flow to meet its requirements, including
payments  of  amounts  which  may be expended  for  environmental
remediation  described elsewhere herein, and  therefore,  may  be
unable to continue operations.

     The  financial  statements have been  prepared  on  a  going
concern  basis,  and accordingly, do not include any  adjustments
relating  to  the recoverability and classification  of  recorded
asset  amounts nor the amounts and classification of  liabilities
that  might be necessary should the Company be unable to continue
in existence or be required to sell its assets.

     Capital Resources

     Capital  expenditures of Houze, were $12,000, $0 and $16,000
in  1996,  1995  and 1994, respectively.  The  Company  does  not
anticipate any material capital expenditures in 1997, other  than
expenditures  by  Houze  for environmental remediation  described
below.

     As described elsewhere herein, the Company became aware that
certain of the products of Houze may have concentrations of  lead
and  cadmium  at  levels which might constitute hazardous  waste.
While  after testing, it was ascertained that products  currently
being  produced  are within acceptable levels, certain  products,
generally  those produced prior to 1980, had unacceptable  levels
of  lead and cadmium.  These products had been disposed of  in  a
disposal  site  located  on  Houze  property.   The  Pennsylvania
Department  of  Environmental Regulation (PDER) and  the  Company
agreed to a consent order on September 22, 1994, which outlines a
plan  for  Houze to remove and encapsulate all of  the  hazardous
waste  and  thereby  comply  with  residual  waste  pile  closure
requirements.  The  Company intends  to  fully  comply  with  the
requirements  of  the consent order. The estimated  cost  of  the
Company's original plan of remediation was increased during  1993
by  $700,000  from $200,000, based on advice from its consultant,
which  was provided for in the consolidated financial statements.
On December 31, 1996, the reserve balance was $820,000 reflecting
charges  of  $25,000, $41,000 and $14,000 in  actual  remediation
expenses  incurred  during  1996, 1995  and  1994,  respectively.
While  the  Company  believes that the total  cost  of  the  plan
provided  by the PDER in the consent order discussed  above  will
not  exceed  the amount reserved, the Company is unable  at  this
time to make a final determination of the cost of implementation,
and  therefore, has not adjusted such reserve beyond that arising
from  actual remediation expenditures. On February 11, 1997, PDER
granted  Houze an extension in the consent order until  June  30,
1997.  The final costs to complete the plan of remediation may be
substantial in relation to the consolidated financial position of
the  Company, which could have a material adverse effect  on  its
and liquidity.

     Inflation and Changing Prices

     Management   believes  that  inflation  did   not   have   a
significant effect on gross margins during the last three years.

     
     
     Results of Operations

     1996 Compared with 1995

     Net  sales  increased  to $5.7 million  in  1996  from  $5.0
million  in  1995.   The  increase in  net  sales  resulted  from
increased marketing and sales efforts initiated in 1995, as  well
as  special  orders related to the 1996 Olympics.   During  1996,
sales orders related to the 1996 Olympics aggregated $.5 million.

     The  Company sold 3.1 million units of decorative  mugs  and
glassware  at an average price of approximately $1.82 versus  2.6
million  units  sold at an average price of $1.91  in  1995.   In
addition,  the  Company  sold  .15  and  .5  million   units   of
"misprinted  mugs at an average price of $.07 and  of  $.07,  for
1996  and 1995, respectively, for which the inventory values were
reduced  to  zero  in prior years when such mugs  were  produced,
because they were deemed not salable.

     While  selling,  general  and administrative  expenses  have
decreased from $1.4 million in 1995 to $1.3 million in 1996,  due
to  decreased  legal  fees  and salaries,  selling,  general  and
administrative expenses of Houze increased by $.1 million due  to
increased estimated charges for bad debts, and salaries.

     1995 Compared with 1994

     Net  sales  decreased  to $5.0 million  in  1995  from  $5.5
million in 1994.  The decrease in net sales and cost of sales was
primarily due to continued erosion of market share resulting from
increased competitive pressures, decreased pricing and  the  lack
of  special contract orders which have supported sales volumes of
Houze in prior years.

     The  Company sold 2.6 million units of decorative  mugs  and
glassware  at  an average price of approximately  $1.91  in  1995
versus  3.1  million units sold at an average price of  $1.79  in
1994.   The .5 million unit decrease in sales volume reduced  the
Company's  sales  by  approximately $895,000.   However,  average
sales  price per unit increased by $.12 which offset such reduced
unit  volume  sales  during 1995 by approximately  $312,000.   In
addition, the Company sold .5 million units of "misprinted  mugs"
at  an  average price of $.07, for which the inventory value  was
reduced  to  zero  in 1994 when such mugs were produced,  because
they were deemed not salable.

       The  Company's  general and administrative  expenses  were
$113,000 higher in 1995 primarily due to increased legal fees  in
connection  with  the  settlement with PEC and  other  litigation
described elsewhere herein.

     Other  income included the collection of $472,500  from  the
final settlement of the Company's claims against PEC, offset by a
$457,000  allowance for principal and interest due from the  sale
of Northern which the Company believes may not be collectible.

     Item 8.   Financial Statements and Supplementary Data Index.

          Report of Independent Public Accountants           15
          Consolidated Financial Statements:
            Consolidated Balance Sheets - December 31,  1996  and
            1995                                            16
            Consolidated Statements of Operations and
            Accumulated Deficit -
            Three years ended December 31, 1996             17
            Consolidated Statements of Cash Flows -  Three  years
            ended December 31, 1996                         18
            Notes to Consolidated Financial Statements      19
          Financial Statement Schedules:  Schedules included  are
               set forth in Item 14.
            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Wilson Brothers:


We have audited the accompanying consolidated balance sheets of
Wilson Brothers (an Illinois corporation) and subsidiaries as of
December 31, 1996 and 1995 and the related consolidated
statements of operations and accumulated deficit and cash flows
for each of the three years in the period ended December 31,
1996.  These financial statements and the schedule referred to
below are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements and schedule 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.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Wilson Brothers and subsidiaries as of December 31, 1996 and
1995, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 1996
in conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern.  As discussed in Note 13 to the consolidated financial
statements, the Company has suffered recurring losses from
operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.  Management's plans in regard to these matters are also
described in Note 13.  The consolidated financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The schedule listed
in Item 14.(A) 2. is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the
basic financial statements.  This schedule has been subjected to
the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a
whole.  The schedule does not include any adjustments that might
result from the outcome of the uncertainty regarding the Company
discussed above.

                                   ARTHUR ANDERSEN LLP

Roseland, New Jersey
April 2, 1997 (except with respect to
the matter discussed in Note 14, as to which the date
is April 9, 1997)
Item 8. Financial Statements and Supplementary Data.
                Wilson Brothers and Subsidiaries
                   CONSOLIDATED BALANCE SHEETS
                        As of December 31
                                             1996         1995
          Assets                              (In thousands)
Current assets
     Cash and equivalents                  $   170       $    428
     Receivables, less allowance of $160,000 in 1996
       and $130,000 in 1995                  1,059          785
     Inventories                               332          436
     Other                                      74           33
          Total current assets               1,635        1,682
Properties, at cost                          2,285        2,296
Less accumulated depreciation              (1,922)       (1,883)
                                               363          413
Note receivable, less valuation reserve of $490,000 in 1996
                                           and $450,000 in 1995
-                                          -
                                           $ 1,998       $2,095
 Liabilities and Stockholders' Deficit
Current liabilities:
     Short-term borrowings                 $   140       $  249
     Accounts payable                          705          621
     Accrued salaries and other employee costs           259
     381
     Environmental reserve                     820          845
     Accrued interest due affiliates           415          377
     Accrued interest due others                84            -
     Due to affiliates                       1,230        1,230
     Other current liabilities                 217          206
          Total current liabilities          3,870        3,909

Notes payable to affiliates                  1,244        1,500
Notes payable to others                        256            -
Other liabilities                              639          727
                                             2,139        2,227
Commitments and Contingencies
Stockholders' deficit:
     Preferred stock, $1 par value; authorized 5,000,000
     shares; none issued                         -
     -
     Common stock, $1 par value; authorized 10,000,000
     shares; issued and outstanding 3,321,039 shares      3,321
     3,321
     Capital in excess of par value          7,464        7,464
     Minimum pension liability                (23)        (111)
     Accumulated deficit                    (14,773)     (14,715)
          Total stockholders' deficit       (4,011)      (4,041)
                                            $1,998       $2,095

  See accompanying notes to consolidated financial statements.
                Wilson Brothers and Subsidiaries
  CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
                  Three years ended December 31
                                
                                
                                1996    1995      1994
                           (In thousands except per share amou
                          nts)

Net sales                      $5,715   $5,041    $5,495

Cost of sales                   4,324   4,109     4,811
Selling, general and administrative expenses      1,377
1,449                           1,336
                                5,701   5,558     6,147

Income (loss) from continuing operations          14        (517)
(652)

Other expense (income):
   Interest expense                57      38        52
   Interest expense - affiliates        102       127  105
   Interest income               (78)    (39)      (38)
   Provision for doubtful notes and interest
    receivable from affiliate      40     457         -
   Other income                  (49)   (498)     (183)
                                   72      85      (64)
      Loss from continuing operations before
        provision for income taxes      (58)      (602)
(588)

Provision for income taxes          -       -         -
      Loss from discontinued
      operations                    -       -     (161)

      Net loss                   (58)   (602)     (749)

Accumulated deficit - beginning of year (14,715)  (14,113)
(13,364)

Accumulated deficit - end of year   $   (14,773) $(14,715)  $
(14,113)

Loss per share:
   Continuing operations         $(0.02) $(.018)   $(0.18)
   Discontinued operations         -        -      (0.05)
                                 $(0.02) $(0.18)   $(0.23)



                                
                                
  See accompanying notes to consolidated financial statements.
                Wilson Brothers and Subsidiaries
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Three years ended December 31
                                
             
                                     1996     1995     1994
                                         (In thousands)
Cash flows from operating activities:
   Net loss from continuing operations  $    (58) $    (602)$(58
8)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
   Depreciation and amortization       62        84       124
   Gain on sale of assets             (5)         -      (29)
   Provision on uncollectible notes
     receivable from former affiliate        -         450     -
   (Increase) decrease in receivables, net    (274)       130
116
   Decrease in inventories            104        61        49
   Increase in other current assets          (41)      (23)  (10)
   (Decrease) increase in accounts payable       84      (73)
116
   Increase (decrease) in accrued salaries and
      other employee costs          (122)       109     (140)
   Increase in accrued interest       122       126       107
   Increase in other current liabilities         11        27
48
   (Decrease) in environmental reserve         (25)      (41)
(14)
  Net cash provided by (used in) operating activities        (14
2)   208                           (221)
Cash flows from investing activities:
   Capital expenditures              (12)         -      (16)
   Proceeds from sale of properties          5         -      30
   Proceeds from sale of discontinued operations       -       -
10
   Net cash provided by (used in) investing activities       (7)
-    24
Cash flows from financing activities:
   Repayment of long-term debt        (4)          (4)   (18)
   Increase (decrease) in short-term borrowings        (105) (62)
201
   Repayment of note receivable         -       150       150
   Net cash provided by financing activities           (109)  84
333
Net increase (decrease) in cash and equivalents         (258)
292     136
Cash and equivalents at beginning of period            428   136
-
Cash and equivalents at end of period        $  170    $     428
$  136

Supplemental disclosures of cash flow information:
   Cash paid during the period for:
     Interest                      $   36    $   38    $   29
     Income taxes                  $    -    $    -    $    -



  See accompanying notes to consolidated financial statements.
                Wilson Brothers and Subsidiaries
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1996

 (1) Basis of Presentation

     Wilson Brothers (the "Company") is a holding company whose
     business is conducted through its wholly-owned subsidiary
     Houze Glass Company ("Houze").  Houze operates in the
     specialty advertising business and engages in the decoration
     of glass and ceramic items.  Houze's products are primarily
     distributed throughout the United  States through sales
     representatives.
     
     Principles of Consolidation
     
     All  significant  intercompany items and  transactions  have
     been eliminated in consolidation.
     
     On  April  23,  1993,  DWG Acquisition Group  L.P.  acquired
     shares  of  DWG Corporation ("DWG"), representing  28.6%  of
     DWG's   then  outstanding  shares  of  common  stock.    DWG
     subsequently  changed  its name to  Triarc  Companies,  Inc.
     ("Triarc").   DWG owned at the time approximately  53.7%  of
     the Company's outstanding common stock.
     
     On  January  10,  1994,  pursuant to a  Securities  Purchase
     Agreement  dated  December 28, 1993 among  Bruce  Paparella,
     Warren  B.  Kanders and Triarc, Mr. Paparella acquired  from
     Triarc  1,296,436 shares of the Company's common stock,  and
     Mr.  Kanders  acquired  from Triarc 648,217  shares  of  the
     Company's common stock, collectively replacing Triarc as  59
     percent ownership of the Company's outstanding common stock.
     In  addition, Triarc assigned to Mr. Paparella (75  percent)
     and  Mr.  Kanders  (25  percent) the $l,500,000  outstanding
     balance  of note payable to parent ("Convertible Note")  and
     certain accounts receivable ("Accounts Receivable") held  by
     Triarc in the amount at September 30, 1993 of $l,230,000.
     
     Effective December 30, 1994, Mr. Kanders entered into  three
     separate  stock purchase agreements pursuant  to  which  Mr.
     Kanders transferred the aggregate of 648,217 shares  of  the
     Company's  Common  Stock owned by him to  four  individuals,
     including  Mr.  Paparella who purchased 348,217  shares  for
     $5,000.   The  remainder of these shares were  sold  by  Mr.
     Kanders  to  three individuals who are not  related  to  Mr.
     Paparella.  In addition, the Company has been informed that,
     on  December  22, 1994 Mr. Kanders made a gift  of  his  25%
     portion  of the Convertible Note which was convertible  into
     239,234  shares of Common Stock (representing  6.9%  of  the
     Common   Stock  on  a  fully  diluted  basis  assuming   the
     Convertible  Note was fully converted into  such  shares  of
     Common  Stock) and Mr. Kanders' 25% interest in the Accounts
     Receivable  to a charitable foundation, leaving Mr.  Kanders
     with  no  remaining  beneficial interest  in  the  Company's
     Common  Stock.   On  April  18,  1995,  John  Sanford,   the
     Company's  Vice  President  and  Chief  Financial   Officer,
     acquired a $362,500 interest in such convertible note  which
     is  convertible into 231,259 shares of the Company's  Common
     Stock  and,  as such, Mr. Sanford may be deemed  to  be  the
     beneficial owner of 231,259 shares issuable to him upon  his
     election to convert his interest in the notes. On April  21,
     1996,  Mr.  Bruce Paparella, the Company's President,  Chief
     Executive  Officer  and a Director  died  from  cancer.   On
     September  6, 1996, in a private transaction, the Estate  of
     Mr.  Paparella  sold to Mr. Sanford 1) a 37.5%  interest  in
     such  Note  in  the  principal sum  of  $562,500,  which  is
     convertible  into  358,852 shares of  the  Company's  Common
     Stock,  2)  certain accounts receivable  in  the  amount  of
     $461,250  of  the Company, and 3) 1,644,653  shares  of  the
     Company's common stock, for an aggregate purchase  price  of
     $330,000.  On November 22, 1996, Mr. Sanford, in  a  private
     transaction,  made  gifts to non-affiliated  persons  of  1)
     100,000 shares of the Company's Common Stock, and 2) $56,250
     of  the  principal  amount  plus  accrued  interest  of  the
     Convertible Note, which is convertible into 35,886 shares of
     the   Company's  Common  Stock.   As  a  result   of   these
     transactions,   as  of  December  31,  1996,   Mr.   Sanford
     beneficially   owns  1,544,653  shares  of   the   Company's
     outstanding Common Stock, representing 46.5% of such  Common
     Stock  outstanding, and is the beneficial owner  of  554,226
     shares issuable to him upon his election to convert his

                Wilson Brothers and Subsidiaries
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                
     
     interest  in the Note, constituting an aggregate  beneficial
     interest  in  2,098,879 shares of the Common  Stock  of  the
     Company representing approximately 54.2% of the Common Stock
     of the Company and may be deemed to control the Company.
     
(2)                            Summary of Significant Accounting Policies

     Use of Estimates

     The preparation of the 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 and disclosure of
     contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues
     and expenses during the period.  Actual results could differ
     from those estimates.
     
     Properties

     Properties    are   carried   at   cost   less   accumulated
     depreciation.  Depreciation is computed on the straight-line
     method over the estimated useful lives of the assets ranging
     from four to forty years.
     
     Assets which have been fully depreciated are retained in the
     accounts for as long as they are useful to operations.  Upon
     disposition,  it is the Company's policy to  eliminate  from
     the accounts the carrying value of the asset and the related
     accumulated  depreciation or amortization and to  credit  or
     charge the resulting profit or loss to operations.
     
     The  Company  adopted  SFAS No. 121 -  "Accounting  for  the
     Impairment of Long-Lived Assets and Long-Lived Assets to  be
     Disposed  of", which has no material effect on the Company's
     reported financial position or results of operations.
     
     Loss per Share
     
     Loss  per  share has been computed using only  the  weighted
     average  number  of  outstanding  shares  of  common   stock
     (3,321,039  shares  in each year), since  the  inclusion  of
     common stock equivalents (shares issuable upon conversion of
     the note referred to in Note 9) would be antidilutive.
     
     The  Financial Accounting Standards Board has issued  a  new
     standard,  "Earnings  per  Share"  (SFAS  128").   SFAS  128
     provides  for revisions to the current method of calculating
     earnings  per  share  and  for  the  disclosure  of  certain
     information  about the capital structure  of  the  reporting
     entity.   SFAS  128 will become effective  on  December  15,
     1997; early adoption is not permitted.  The Company does not
     believe  that the new pronouncement will impact its  present
     calculation of earnings per share.
     
     Concentration of Credit Risk
     
     The Company's financial instruments that are exposed to
     concentrations of credit risk consist primarily of cash and
     accounts and notes receivable.  The Company places its cash
     with high quality financial institutions.
     
                Wilson Brothers and Subsidiaries
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                
     Cash and Equivalents
     
     The  Company classifies as cash and equivalents  all  highly
     liquid  investments with a maturity of three months or  less
     when purchased.
     
 (3) Discontinued Operations
     
     On September 28, 1993, the Company's Board of Directors authorized the sale
     or liquidation  of  its  wholly-owned subsidiary Northern  Engineering
     Corporation  ("Northern"),  the  Company's  crane   business
     segment.  Accordingly, the consolidated financial statements
     for  each  of  the periods presented have been  restated  to
     reflect  such business segment as discontinued.  On May  12,
     1994,  the  Company  sold all of the outstanding  shares  of
     Northern to a corporation controlled by a former director of
     the Company.
     
     In  consideration for the sale of the Northern  shares,  the
     Company  received  $10,000, plus a secured  promissory  note
     (the  "Note") in the principal amount of $750,000  repayable
     on  or  before  May  1, 1999, which bears  interest  payable
     quarterly   at   8  percent  per  annum.    Such   note   is
     collateralized  by certain real property  of  Northern  (the
     "Mortgaged  Property").   The  Mortgaged  Property  was  not
     appraised  in  connection  with  the  transaction.   If  the
     Mortgaged  Property  is  sold,  all  of  the  principal  and
     interest is immediately due and payable.

     Effective October 28, 1994, the Company agreed to reduce the
     percentage from 50 percent to 30 percent of the amount  that
     the  Company  shall be entitled to receive if the  Mortgaged
     Property  is  sold in excess of $750,000.  In exchange,  the
     purchaser made a partial prepayment of the principal of  the
     Note in the amount of $150,000 which was paid by November 7,
     1994, and has made an additional $150,000 partial prepayment
     on January 15, 1995.  The purchaser had the option to prepay
     the  remaining  principal balance of the Note  by  June  30,
     1995.   Such  prepayment was not made,  and  therefore,  the
     purchaser was to additionally compensate the Company $50,000
     by  July  15, 1995, of which $10,000 has been  paid.   As  a
     result,  the Company believes that the principal  amount  of
     the   Note   and  accrued  interest  thereon  may   not   be
     collectible, and therefore has made a full valuation reserve
     in  the December 31, 1996 financial statements in the amount
     of $490,000 for principal, plus $6,000 for accrued interest.
     The   Company  intends  to  pursue  all  opportunities   for
     collection,  including repossession and liquidation  of  the
     Mortgaged Property.
     
     Sales  of Northern were $662,000 for the year ended December
     31, 1994.
     
(4)  Inventories
     
     Inventories,  stated at the lower of cost (first-in,  first-
     out  basis)  or market, consisting of materials,  labor  and
     overhead, are as follows:
                                          December 31,
                                         1996    1995

     Raw materials                    $313,000 $365,000
     Work in process                        -   1,000
     Finished goods                    19,000  70,000
                                      $332,000 $436,000
     
                   Wilson Brothers and Subsidiaries
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 (5) Properties
     The  following is a summary of the major classifications  of
     properties:
                                          December 31
                                         1996    1995
     Classification
     Land                             $18,000   $18,000
     Buildings and improvements       667,000   678,000
     Machinery and equipment          1,600,000 1,600,000
                                      2,285,000 2,296,000
     Less: accumulated depreciation   1,922,000 1,883,000
                                      $363,000  $413,000

(6)  Notes Receivable from Affiliates

     From  June  1987 through May 1989, the Company made  certain
     secured  loans  to Pennsylvania Engineering  Corp.  ("PEC"),
     which  may  be  deemed  to have been  an  affiliate  of  the
     Company.  In connection therewith, as of December 31,  1994,
     the  Company  was owed a principal balance of $1,555,000  on
     its  outstanding  loans  to PEC and  $1,032,000  of  accrued
     interest and $78,000 of fees.  PEC filed for bankruptcy.  On
     December   28,  1994,  the  Company  received   $60,000   in
     satisfaction  of the mortgage from the sale of certain  real
     property  owned by PEC's subsidiary, Lectromelt Corporation.
     Such  proceeds were applied to accrued interest  receivable,
     and  a  comparable amount was charged against the  valuation
     reserve  and  recorded as other income in the  statement  of
     operations.   On  September 11, 1995, the  Company  and  the
     Bankruptcy   Trustee  for  PEC  entered  into  a  Settlement
     Agreement pursuant to which the Company's claims against PEC
     were  recognized as an allowed, general unsecured  claim  in
     the   amount  of  $1,399,986.   On  October  16,  1995,  the
     Bankruptcy Court approved the Trustee's settlement with  the
     Company  and  on  November  16,  1995  the  Trustee  made  a
     distribution  to the Company in the amount  of  $472,541  in
     full  and  final settlement of the Company's  claim  against
     PEC.    Such  proceeds  were  applied  to  accrued  interest
     receivable, and a comparable amount was charged against  the
     valuation  reserve  and  recorded as  other  income  in  the
     statement of operations.
     
(7)  Income Taxes and Other Liabilities
     
     As a result of the change in ownership effective January 10,
     1994  as  described  in  Note 1, substantially  all  of  the
     Company's   pre-acquisition   Federal   income   tax    loss
     carryforwards  and  tax  credit  carryforwards   have   been
     eliminated.   As of December 31, 1996 and 1995, the  Company
     provided a full valuation allowance for the net deferred tax
     assets  of  $1,024,000  and $1,005,000,  respectively.   The
     deferred tax assets primarily result from the 1996 and  1995
     net losses and certain differences in the tax basis and book
     basis of inventories, receivables and liabilities.
     
     The  reported tax provision and a computed tax benefit based
     on  the loss from continuing operations before income  taxes
     are reconciled as follows:
     
     
                Wilson Brothers and Subsidiaries
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                
     
                                      Year ended December 31,
                                       1996     1995    1994
                                           (In thousands)
     Loss from continuing operations before
      income taxes                   $(58)    $(602)   $(588)
     Statutory rate                   35%      35%     35%
     Computed tax benefit from continuing operations   (20)                (211)
     (206)
     Computed tax benefit from
        discontinued operations    -                -      (56)
      Total computed tax benefit              (20)     (211)               (262)
     Increase in taxes resulting from:
      Effect of net operating losses for which
        no tax benefit is available           20       211             262
                                     $   -    $   -    $  -

(8)  Short-term Borrowings
     
     On  March  4, 1994, Houze entered into an agreement  with  a
     bank  for  a revolving line of credit facility in an  amount
     not  to  exceed $400,000.  Advances on such line  of  credit
     bear  interest at the lending bank's prime rate  plus  3.5%.
     In  addition, the bank is entitled to reimbursement of  fees
     for auditing Houze's accounts receivable during the term  of
     the  commitment.   Advances are collateralized  by  accounts
     receivable,  inventory  and  an  assignment  of  a   $50,000
     Certificate  of  Deposit from Fay Penn Economic  Development
     Council  and  $100,000  Certificates  of  Deposit  from  the
     Company,  and are guaranteed by the Company and Mr. Sanford,
     the  Company's Chief Executive Officer.  On March 11,  1994,
     Houze  was advanced $160,000 of the revolving line of credit
     and   used  the  proceeds  to  repay  the  then  outstanding
     borrowings under the previous accounts receivable  financing
     arrangement.  The revolving line of credit facility maturity
     was  extended  from December 31, 1995 to December  31,  1997
     with a limit of $500,000.  No assurances can be given as  to
     the   success  of  obtaining  an  extension  or  refinancing
     subsequent  to  December 31, 1997.  A failure  by  Houze  to
     renegotiate  such  credit facility  would  have  a  material
     adverse effect on the Company.
     
     The  short-term borrowings of Houze as of and for the  years
     ended December 31 are as follows:
     
                               1996    1995   1994
     End of year balance       $140,0  $245,  $307,0
                                   00    000      00
     Maximum           amount                       
     outstanding  during  the  $419,0  $380,  $349,0
     year                          00    000      00
     Average          balance          $280,  $171,0
     outstanding  during  the  $259,0    000      00
     year                          00
     Weighted         average   11.5%  11.8%   15.9%
     interest   rate   during
     the year
     Interest  rate  at  year   11.3%  11.5%   11.5%
     end






                                
                Wilson Brothers and Subsidiaries
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                

(9)  Notes Payable to Affiliates and Others
     
     Notes payable to majority owners as of December 31, 1996 and
     December 31, 1995 in the aggregate amount of $1,500,000
     bears interest at the prime rate and is convertible to
     956,937 shares of the Company's common stock.  As of
     December 31, 1995, Mr. Paparella was the owner of a 37.5%
     interest in such Note and, as such, was the beneficial owner
     of 358,852 shares of the Company's Common Stock issuable to
     Mr. Paparella upon his election to convert his interest in
     the Note.  In December 1994, Mr. Kanders made a gift of his
     25% interest in the Note to a charitable foundation and such
     charitable foundation is the beneficial owner of 239,234
     shares of the Company's Common Stock issuable upon
     conversion of its interest in the Note.  On April 18, 1995,
     John Sanford, the Company's then Vice President and Chief
     Financial Officer, acquired a $362,500 interest in such
     convertible note.  As a result, Mr. Sanford may be deemed
     the beneficial owner of 231,259 shares issuable to him upon
     his election to convert his interest in the notes.
     Conversion by the majority owners would be dilutive of their
     individual percentage ownership of the Company's aggregate
     outstanding common stock.  On April 21, 1996, Mr. Bruce
     Paparella, the Company's President, Chief Executive Officer
     and a Director died from cancer.  On September 6, 1996, in a
     private transaction, the Estate of Mr. Paparella sold to Mr.
     Sanford a 37.5% interest in such Note in the principal sum
     of $562,500, which is convertible into 358,852 shares of the
     Company's Common Stock.  On November 22, 1996, in a private
     transaction, Mr. Sanford made gifts to a non-affiliated
     person of $56,250 principal amount and accrued interest of
     the Convertible note which is convertible into 35,886 shares
     of the Company's Common Stock.   As a result of this
     transaction,  as of December 31, 1996, Mr. Sanford is the
     beneficial owner of 554,226 shares issuable to him upon his
     election to convert his interest in the Note, constituting
     an aggregate beneficial interest in 2,098,879 shares of the
     Common Stock of the Company representing approximately 54.2%
     of the Common Stock of the Company and may be deemed to
     control the Company.


 (10)                   Pension Plan
     
     Houze  has  a  defined  benefit  plan  covering  hourly-paid
     employees.   Contributions are computed using the  projected
     unit credit method of funding, the objective of which is  to
     fund  each  participant's benefits under the  plan  as  they
     accrue.  Houze's funding policy is to contribute the minimum
     amount  required by the Employee Retirement Income  Security
     Act  of  1974.  During 1996, 1995 and 1994, no contributions
     were required to be made under the plan.
     
     The net periodic pension cost for the plan in 1996, 1995 and
     1994 was $42,000, $45,000 and $42,000, respectively.  The
     components of the net periodic pension cost are as follows:

                                      Year ended December 31,
                                      1996      1995     1994
                                           (In thousands)
     Current service cost            $  41    $  52     $  55
     Interest cost on projected
           benefit obligation           43       43       43
     Actual return on assets            96      (3)      (10)
     Unrealized (gain) loss on
           plan experience           (129)     (38)      (37)
     Amortization of unrecognized
         net asset at transition       (9)      (9)       (9)
     Net periodic pension cost       $  42    $  45     $  42




                Wilson Brothers and Subsidiaries
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                
     The following table sets forth the plans' projected funded
     status:
     
     
                                                 December 31,
                                                1996     1995
                                                (In thousands)
     Actuarial present value of benefit obligations:
     
       Accumulated benefit obligation, including vested benefits
       of $647,000 in 1996 and $657,000 in 1995  $     658$     676
     
     Reconciliation of funded status:
     
       Plan assets at fair value             $ 635     $565
       Projected benefit obligation            658      676
          Plan assets in excess (short) of projected benefit
          obligation                           (23)     (111)
          Unrecognized net (gain) loss from plan experience     (17)       53
       Unrecognized prior service cost          37       37
       Unrecognized net asset at January 1, 1987,
          amortized over 13 to 17 years        (72)     (72)
            Additional minimum liability     $(75)     $(93)


     An assumed discount rate of 7% for 1996 and 1995, and
     long-term rate of return on assets of 8% for 1996 and 1995,
     were used in developing this data.  Plan assets are invested
     in a managed portfolio, consisting primarily of corporate
     bonds and common stock.


 (11)
     Related Party Transactions
     
     There were no charges from affiliates for the years ended
     December 31, 1996 and 1995. The Company was charged $19,000
     during 1994 for consulting services provided by a firm of
     which a former officer of the Company is a partner.

     For   information  concerning  certain  other   transactions
     between  the  Company and other corporations  which  may  be
     deemed  to  be  affiliates of the Company, see  other  Notes
     included elsewhere herein.

(12) Business Segments
     
     Continuing  operations  comprise one business  segment:  the
     decorative glass segment.  No single customer accounted  for
     10% or more of consolidated net sales in 1996, 1995 or 1994.
     
(13) Commitments and Contingencies
     
     The  Company has incurred losses from operations and  as  of
     December   31,   1996,  the  Company  had  a   stockholders'
     deficiency  of  $4.1  million  and  a  consolidated  working
     capital deficit of $2.3 million.
     
     The  Company's ability to meet its cash requirements in  the
     next  year is dependent upon substantial improvement in  the
     results  of  operations  and  cash  flows,  maintaining  and
     renewing  its financing from its bank or others.   If  these
     conditions are not satisfactorily achieved, the Company  may
     be  unable  to  generate sufficient cash flow  to  meet  its
     requirements,  including payments of amounts  which  may  be
     expended for environmental remediation described below,  and
     therefore, may be unable to continue operations.


                Wilson Brothers and Subsidiaries
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                
                                
                                
     The  financial  statements have been  prepared  on  a  going
     concern   basis,  and  accordingly,  do  not   include   any
     adjustments    relating    to   the    recoverability    and
     classification of recorded asset amounts nor the amounts and
     classification of liabilities that might be necessary should
     the  Company  be  unable  to continue  in  existence  or  be
     required to sell its assets.

     The Company has become aware that certain of the products of
     Houze may have concentrations of lead and cadmium at levels
     which might constitute hazardous waste.  While after
     testing, it was ascertained that products currently being
     produced are within acceptable levels, certain products,
     generally those produced prior to 1980, had unacceptable
     levels of lead and cadmium.  These products had been
     disposed of in a disposal site located on the property of
     the decorative glass segment.  The Pennsylvania Department
     of Environmental Regulation ("PDER") and the Company agreed
     to a consent order on September 22, 1994, which outlines a
     plan for Houze to remove and encapsulate all of the
     hazardous waste and thereby comply with residual waste pile
     closure requirements.  The Company intends to fully
     comply  with  the  requirements of  the  consent  order.  On
     February  11, 1997, PDER granted Houze an extension  in  the
     consent  order until June 30, 1997.  The estimated  cost  of
     the Company's original plan of
     remediation  was  increased during  1993  by  $700,000  from
     $200,000, based on advice from its outside consultant.   The
     additional  costs were provided for in the 1993 consolidated
     financial  statements.  At December  31,  1996  the  reserve
     balance was $820,000.
     
     While  the Company believes that the total cost of the  plan
     agreed  to by the PDER in the consent order discussed  above
     will  not exceed the amount reserved, the Company is  unable
     at  this  time to make a final determination of the cost  of
     implementation,  and  therefore,  has  not   adjusted   such
     reserve.  During the years ended December 31, 1996, 1995 and
     1994,  $25,000,  $41,000  and  $14,000,  respectively,   was
     charged to the reserve for costs incurred in connection with
     the Company's compliance with the PDER's plan to encapsulate
     all of the hazardous waste.
     
     By  agreement dated January 1, 1995, the Company, Houze  and
     Triarc  agreed to settle an outstanding claim  by  a  former
     officer  of Houze for bonuses owed.  The agreement  provided
     that Houze pay to the former officer the aggregate amount of
     $37,500  in  several installments by December  31,  1996  of
     which $31,350 was paid in 1995, and $6,150 was paid in 1996.
     The original amount of such claim previously recorded in the
     financial statements of approximately $116,000 plus interest
     was reduced accordingly.
     
     In  addition to the litigation noted above, and as discussed
     under Item 3 Legal Proceedings, the Company is from time  to
     time involved in other routine litigation incidental to  its
     business,  the outcome of which in the opinion of management
     will  not  have  a material adverse effect on the  Company's
     consolidated financial position or results of operations.


(14) Subsequent Events
     
     On  February  13,  1997,  in a private  transaction,  Choate
     Rosemary  Hall Foundation, Inc. sold to Mr. Sanford pursuant
     to  a  Note  and Accounts Receivable Purchase Agreement  (i)
     their   interest  of  $375,000  principal  amount   of   the
     Convertible  Note, which is convertible into 239,234  shares
     of  the  Company's Common Stock, and (ii) their interest  in
     the  Accounts Receivable for an aggregate purchase price  of
     $200,000.
     
     As  a  result of the above transaction, Mr. Sanford  is  the
     beneficial holder of (i) $1,243,750 of the Convertible  Note
     convertible at any time into 793,460 shares of Common Stock,
     and (ii) 1,544,653
     
     
     
                Wilson Brothers and Subsidiaries
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                
     shares   of   the   Company's  Common  Stock,   constituting
     approximately  56.8  percent of  the  Company's  outstanding
     Common Stock.
     
     On  April 9, 1997, the Company entered into a stock purchase
     agreement with G&L Consultants, Inc. to purchase 90  percent
     ownership,  represented by 171,000 shares of the outstanding
     common   stock  of  LM  Plastics,  Inc.,  a  North  Carolina
     corporation  with  its  principal office  in  Shelby,  North
     Carolina.  The purchase price for the common stock consisted
     of  the  payment  of $1, plus a personal  indemnity  by  Mr.
     Sanford  to  G&L  Consultants, Inc. for  the  payment  of  a
     promissory note from the LM Plastics, Inc. to a bank in  the
     original principal amount of $70,000.  The acquisition  will
     be accounted for using the purchase method.  The Company has
     the  option  to purchase at any time, or after  3  years  is
     obliged to purchase at the request of G&L Consultants, Inc.,
     the  remaining 10 percent outstanding shares for the  amount
     of  $10,450, with such price increasing at an annual rate of
     20 percent for each month after April 9, 1997.
     
     The  results of operations of LM Plastics, Inc. for the year
     ended December 31, 1996 were not material in relation to the
     financial statements of the Company.
     
Item  9.    Changes  in  and Disagreements  with  Accountants  on
Accounting and Financial Disclosure.

     None.

                                
                            PART III
                                
Item 10.  Directors and Executive Officers of the Registrant.

     The table below sets forth the names, ages and positions  of
the Company's directors and executive officers:

Name                            Age       Position
                                          
John Sanford                    31        President,        Chief
                                          Financial      Officer,
                                          Treasurer,    Secretary
                                          and Director
                                          
Brett R. Smith                  31        Director
                                          
Frank Zanin                     30        Director
                                          
     
     The Board of Directors currently consist of three directors.
Mr.  Arthur Williams, Vice President and Secretary resigned as  a
director and officer on April 4, 1995.  Mr. Nicholson resigned on
May  12, 1994, which was concurrent with the purchase of Northern
by  a  company under his control.  Mr. Nicholson was paid $10,000
during  the period he was a director.  Mr. Sanford was  appointed
to  the  Board of Directors in April 1995 filling the vacancy  of
Mr.  Nicholson.  Directors are elected at the annual  meeting  of
shareholders,  and  hold office until the next succeeding  annual
meeting of shareholders or until their successors are elected and
qualified.   Mr.  Paparella who was appointed  to  the  Board  of
Directors  on January 10, 1994 to fill vacancies created  by  the
resignation of members of the Board of Directors who were elected
by  the  former controlling shareholder of the Company,  died  on
April  21,  1996.   Mr. Brett R. Smith and Mr. Frank  Zanin  were
appointed  to the Board of Directors on April 17, 1997 and  April
24,  1997,  respectively, to fill the vacancies  created  by  the
death of Mr. Paprella and resignation of Mr. Williams.  Directors
who  are  employees  of  the Company do  not  receive  an  annual
retainer or meeting attendance fees.

     The Company's officers are elected by the Board of Directors
and hold office at the discretion of the Board.

     John  Sanford has been President since , 1996 and previously
served  as Vice President, Treasurer and Chief Financial  Officer
of the Company since March 7, 1994.  He also became Secretary and
Director  in  April 1995.  Since September 1993, Mr. Sanford  has
been  an  equity  trader for Carr Securities Corp.,  a  New  York
brokerage  firm.   From August 1991 through September  1993,  Mr.
Sanford was earning his M.B.A. degree at the University of  North
Carolina  at  Chapel  Hill.  Mr. Sanford  was  the  President  of
Fortress  Marine  Construction from August  1990  through  August
1991.

     Brett R. Smith has been a director since April 17, 1997, and
since 1993 co-founded and has been a principal of Counter Culture
Coffee in Durham, North Carolina.  From Fall 1991 to Spring  1993
earned  his M.B.A. at the University of North Carolina at  Chapel
Hill.

     Frank  Zanin has been a director since April 24,  1997,  and
since  Fall  1993  has served as a Financial  Analyst  for  Roper
Health Systems Inc.  Previously, he was earning his M.B.A. degree
at William and Mary through 1991.

     Item 11.  Executive Compensation.

     During  the  year  ended  December  31,  1996,  the  Company
compensated  the  Estate  of  Bruce Paparella  $18,750  and  John
Sanford  $67,000 for management services, respectively, of  which
$12,000  of  Mr.  Sanford's compensation has been  deferred.  Mr.
Sanford's annual compensation for 1997 will be $12,000.

     All  of the Company's executive officers hold positions with
non-affiliated  companies (see Item 10) that pay compensation  to
such  officers.  Each such officer devotes the time necessary  to
the  Company  and to his non-affiliated employer as is  necessary
for the effective discharge of his duties.  The Company is unable
to  estimate the approximate amount of time spent by the officers
listed  in  Item  10  on  the affairs  of  the  Company  and  its
subsidiaries.   No  minimum amount of  time  is  required  to  be
devoted to such affairs by any such officers.

Item  12.   Security Ownership of Certain Beneficial  Owners  and
Management.

     The  following  table sets forth information  regarding  the
beneficial ownership of shares of the Company's Common Stock,  as
of  March 1, 1997, by each person who beneficially owns more than
five percent of such shares, by each director of the Company,  by
each executive officer named in Item 10 and by all directors  and
executive officers of the Company as a group.  Each person  named
in the table has sole voting and investment power with respect to
all shares of Common Stock shown as beneficially owned by him  or
it, except as otherwise set forth in the notes to the table.

 Name and Address        Amount of              
of Beneficial Owner      Beneficial          Percent
                         Ownership              
                              
  John Sanford                                  
  17 Battery Place                              
  New York, NY          2,098,879(1)          54.2%
  10004                                         
  
                                                
  All Directors and                             
  Executive              2,098,879            54.2%
  Officers (1                                   
  person)
  
(1)  Includes  1,544,653 shares as to which Mr. Sanford has  sole
     voting and dispositive power and 554,226 shares issuable upon
     conversion of that certain promissory note made by the Company in
     the principal amount of $1,500,000 as to which Mr. Sanford has a
     57.9 percent interest.
     
Item 13.  Certain Relationships and Transactions.

     In  connection  with  the  sale of control  of  the  Company
pursuant  to  a Securities Purchase Agreement dated December  28,
1993,  Triarc Companies, Inc. ("Triarc"), the former  controlling
shareholder   of  the  Company,  assigned  to  Bruce   Paparella,
President  and Chief Executive Officer of the Company and  Warren
B.  Kanders, a beneficial owner of more than 5% of the  Company's
common  stock, the $1,500,000 outstanding balance of a note  (the
"Note")  by  the  Company  and certain accounts  receivable  (the
"Accounts  Receivable") of the Company  held  by  Triarc  in  the
amount, at September 30, 1993, of $1,230,000.

     Effective December 30, 1994, Mr. Kanders entered into  three
separate   stock   purchase  agreements,  whereby   Mr.   Kanders
transferred  all of his shares of the Company's common  stock  to
four  individuals, including Mr. Paparella who purchased  348,217
shares  for  $5,000.   In  addition, on December  22,  1994,  Mr.
Kanders  made  a  gift of his portion of the  Note  and  Accounts
Receivable  to  a  charitable foundation,  leaving  him  with  no
remaining beneficial interest in the Company's common stock.   On
April  18,  1995, John Sanford, the Company's Vice President  and
Chief  Financial  Officer, acquired a $362,500 interest  in  such
convertible note which is convertible into 231,259 shares of  the
Company's Common Stock and, as such, Mr. Sanford may be deemed to
be  the  beneficial owner of 231,259 shares issuable to him  upon
his  election to convert his interest in the notes.  On April 21,
1996,   Mr.  Bruce  Paparella,  the  Company's  President,  Chief
Executive  Officer and a Director died from cancer.  On September
6,  1996,  in a private transaction, the Estate of Mr.  Paparella
sold  to  Mr.  Sanford 1) a 37.5% interest in such  Note  in  the
principal  sum  of  $562,500, which is convertible  into  358,852
shares  of  the  Company's  Common  Stock,  2)  certain  accounts
receivable  in  the  amount of $461,250 of the  Company,  and  3)
1,644,653  shares of the Company's common stock, for an aggregate
purchase price of $330,000. November 22, 1996, Mr. Sanford, in  a
private transaction, made gifts to non-affiliated persons  of  1)
100,000  shares of the Company's Common Stock, and 2) $56,250  of
the  principal  amount plus accrued interest of  the  Convertible
Note,  which is convertible into 35, 886 shares of the  Company's
Common  Stock.  As a result of these transactions, as of December
31,  1996, Mr. Sanford beneficially owns 1,544,653 shares of  the
Company's  outstanding Common Stock, representing 46.5%  of  such
Common  Stock outstanding, and is the beneficial owner of 554,226
shares  issuable to him upon his election to convert his interest
in  the  Note, constituting an aggregate beneficial  interest  in
2,098,879  shares of the Common Stock of the Company representing
approximately 54.2% of the Common Stock of the Company and may be
deemed to control the Company.
                                
                             PART IV
                                
Item  14.  Exhibits, Financial Statements Schedules, and  Reports
on Form 8-K.

(A)  1.   Financial Statements:
     
          See Index to Financial Statements (Item 8)
          
     2.   Financial Statement Schedule:
          
                    II.   Valuation  and  Qualifying  Accounts  -
                    Three years ended December 31, 1996.
                    
                    All   other  schedules  are  omitted  as  the
                    required information is inapplicable  or  the
                    information  is  presented in  the  financial
                    statements or the notes thereto.
                    
     3.   Exhibits:
          
          Copies  of  the following exhibits are available  at  a
          charge  of  $.25 per page upon written request  to  the
          Secretary  of  the  Company at 902 South  Main  Street,
          Point Marion, PA 15474.
          
          3.1  Articles    of   Incorporation   (including    all
               amendments    thereto)   of    Wilson    Brothers,
               incorporated   herein  by  reference   to   Wilson
               Brothers Form 10-K for the year ended December 31,
               1980, Exhibit 3.1.
               
          3.2  By-Laws of Wilson Brothers, incorporated herein by
               reference  to  Wilson Brothers Form 10-K  for  the
               year ended December 31, 1980, Exhibit 3.2.
               
          4.1  Conversion Rights Agreement dated as of  April  1,
               1982  by  and  between  Wilson  Brothers  and  DWG
               Corporation,  incorporated herein by reference  to
               Wilson  Brothers Form 10-Q for the  quarter  ended
               June 30, 1982, Exhibit 4.2.
               
          4.2  Amendment  to  Conversion Rights  Agreement  dated
               April 1, 1982, incorporated herein by reference to
               Wilson  Brothers  Form 10-K  for  the  year  ended
               December 31, 1984, Exhibit 4.1.
               
          10.1 Loan Agreement dated March 11, 1994 by and between
               Houze  Glass  Corporation and Integra  Bank/South,
               incorporated by reference to Wilson Brothers  Form
               10-K for the year ended December 31, 1993, Exhibit
               10.1.
               
          10.2      Security Agreement dated March 11, 1994, by and between
               Houze Glass Corporation and Integra Bank/South, incorporated by
               reference to Wilson Brothers Form 10-K for the year ended
               December 31, 1993, Exhibit 10.2.
               
          10.3      Revolving Credit Note dated September 14, 1994 between
               Houze Glass Corporation and Integra Bank/South, incorporated by
               reference to Wilson Brothers Form 10-K for the year ended
               December 31, 1994, Exhibit 10.3.
               
10.4      First Amendment to Loan Agreement and Note Modification
Agreement dated September 14, 1994 between Houze Glass
Corporation and Integra Bank/South, incorporated by reference to
Wilson Brothers Form 10-K for the year ended December 31, 1994,
Exhibit 10.4.
10.5      Amended and Restated Security Agreement dated December
30, 1994 between Houze Glass Corporation and Integra/Bank
Pittsburgh, incorporated by reference to Wilson Brothers Form 10-
K for the year ended December 31, 1994, Exhibit 10.5.
          10.6 Third Amendment to Loan Agreement and Note
               Modification Agreement between Houze Glass
               Corporation and Integra Bank/South dated July 21,
               1995, incorporated by reference to Wilson Brothers
               Form 10-K for the year ended December 31, 1995,
               Exhibit 10.7.
          10.7 Fourth Amendment to Loan Agreement and Note
               Modification Agreement between Houze Glass
               Corporation and Integra Bank/South dated July 21,
               1995, incorporated by reference to Wilson Brothers
               Form 10-K for the year ended December 31, 1995,
               Exhibit 10.8.
          11.1 Computation  of  Earnings (Loss)  per  Common  and
               Equivalent  Share - Five Years Ended December  31,
               1996.*
               
__________________
*  being filed herewith.

(B)  Reports on Form 8-K
     
          The  registrant did not file any reports  on  Form  8-K
          during the three months ended December 31, 1996.
          
                           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.

                                   WILSON BROTHERS
                                   

Dated: April 30, 1997                By:    /s/ John Sanford
                                     John Sanford
                                     President
                                     
     Pursuant to the requirements of the Securities Exchange  Act
of  1934,  this  report has been signed below  by  the  following
persons  on  behalf  of  the registrant  and  in  the  capacities
indicated and on the dates indicated.

Date         Signature             Titles
                                   
                                   
April 30,    /s/ John Sanford      President, Chief Executive
1997         John Sanford          Officer and Director
                                   (Principal Executive Officer)
                                   
                                   
April 30,    /s/ Brett R. Smith    Director
1997         Brett R. Smith        
                                   
April 30,    /s/ Frank Zanin       Director
1997         Frank Zanin           
                                   
             INDEX TO FINANCIAL STATEMENT SCHEDULES
                                
                                                         Page
                                                           
II.  Valuation and Qualifying Accounts - Three            34
     years ended December 31, 1996                         
     
                                
                                
                                                      Schedule II
                                                                 
                WILSON BROTHERS AND SUBSIDIARIES
                                
                Valuation and Qualifying Accounts
                                
               Three years ended December 31, 1996
                                
                                        Additions                  
                               Balance   charged   Deduction   Balance
                                 at        to          s          at
Description                   beginnin  costs and     from       end
                                  g     expenses    reserves   of year
                               of year                             
                                  
Year ended December 31, 1996:                                           
                                                                        
     Receivables - allowance                                            
for doubtful                   $130,000   $86,000     $56,000   $160,000
accounts
           Note receivable -   $450,000   $40,000           $   $490,000
valuation reserve                                          --
           Accrued interest -    $6,000         $           $     $6,000
valuation reserve                               -          --
                                                                        
                                                                        
Year ended December 31, 1995:

     Receivables - allowance   $243,000   $96,000    $210,000   $130,000
for
                doubtful
accounts
           Notes receivable                                             
from affiliate-                $2,665,0         $   $2,665,00  $       -
                  valuation          00        --           0          -
reserve
           Note receivable -          $  $450,000           $   $450,000
valuation reserve                    --                    --
           Accrued interest -         $    $6,000           $     $6,000
valuation reserve                    --                    --
Year ended December 31, 1994:                                           
                                                                        
     Receivables - allowance                                            
for                            $220,000   $58,000     $35,000   $243,000
        doubtful accounts
                                                                        
     Notes receivable from     $2,725,0         $     $60,000  $2,665,00
affiliate -                          00        --                      0
        valuation reserve
                                
                                
                                
                          EXHIBIT INDEX
                                                 Pa
                                                 ge
10.9                Fifth Amendment to Loan      36
                    Agreement and Note
                    Modification Agreement
                    between Houze Glass
                    Corporation and National
                    City Bank of Pennsylvania
                    June 18, 1996
10.8                Sixth Amendment to Loan      45
                    Agreement and Note
                    Modification Agreement
                    between Houze Glass
                    Corporation and National
                    City Bank of Pennsylvania
                    December 20, 1996
11.1                Computation of Earnings      53
                    (Loss) per Common and
                    Equivalent Share - five
                    years ended December 31,
                    1996
                                
                                
                                
                                
                                
                          Exhibit 11.1
                                                                 
                                                                 
                                
                WILSON BROTHERS AND SUBSIDIARIES
 Computation of Earnings (Loss) per Common and Equivalent Share
               Five Years Ended December 31, 1996
            (In thousands, except per share amounts)

                              1996    1995    1994   1993  1992

Loss from continuing operations   $   (58)    $ (602)  $  (588)
$(3,492)                      $ (1,376)

Loss from discontinued operations, net of tax          -      -
(161)                         (1,837)(976)

Add: Interest on note payable
   to majority owner                  *        *       *
*               *
                               (58)  (602)   (749)(2,352) (968)
                                      -         -        -
-           -
     Adjusted net loss        $(58)   $ (602) $(749)$(2,352)  $
(968)
Average common stock and common
   equivalents:

Common stock                  3,321  3,321   3,321 3,321  3,321
Note payable to majority owner,
   including interest thereon      *         *        *        *
*
                              3,321  3,321   3,321 3,321  3,321

Loss per common and
   equivalent share:

     Continuing operations      $(0.02)$(0.18) $(0.18)$(1.05)$(
0.42)
     Discontinuing operations      -       -     (0.05)  (0.55)
(0.29)
      Net loss                  $(0.02)$(0.18) $(0.23)$(1.60)$(
0.71)


*Antidilutive



_______________________________
                              
                              1