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

                                    FORM 10-Q


( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      AND EXCHANGE ACT OF 1934.  For the  quarterly  period ended January 31,
      1997.

(   ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      AND EXCHANGE ACT OF 1934.
      For the transition period from  ______________ to _____________.

Commission File Number: 0-21986

                            ABLE TELCOM HOLDING CORP.
             (exact name of registrant as specified in its charter)



                 Florida                                   65-0013218
     (State or other jurisdiction of                     (IRS Employer
      incorporation or organization)                  Identification No.)

      1601 Forum Place, Suite 1110,                          33401
         West Palm Beach, Florida                          (Zip Code)
 (address of principal executive offices)

                                   (561) 688-0400
                (Registrant's telephone number, including area code)


      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

              YES  X                            NO
                  ---                              ---

      As of March 6, 1997,  there were  8,313,701  shares,  par value  $.001 per
share, of the Registrant's Common Stock outstanding.


<PAGE>


                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES



                                      INDEX


                         PART I - FINANCIAL INFORMATION
<TABLE>
<S>                                                                 <C>

                                                                    Page Number
                                                                    -----------

Item 1.   Condensed Consolidated Financial Statements (Unaudited)

                   Condensed Consolidated Balance Sheets -
                     January 31, 1997 and October 31, 1996                 3

                   Condensed Consolidated Statements of
                     Operations - Three months ended January 31,
                     1997 and 1996                                         5

                   Condensed Consolidated Statements of Cash
                     Flows - Three months ended January 31, 1997 
                     and 1996                                              6

                   Notes to Condensed Consolidated Financial
                     Statements - January 31, 1997                         7

Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations                           10

                           PART II - OTHER INFORMATION

Items 1 through 5 - Not Applicable

Item 6.   Exhibits and Reports on Form 8-K                                12

Signatures                                                                13
</TABLE>

<PAGE>

                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                 January 31,        October 31,
                                                     1997               1996
                                                ------------      -------------
                                                 (unaudited)           (Note)
Assets

Current assets:
<S>                                               <C>             <C>
  Cash and cash equivalents                      $ 5,838,644     $ 3,267,161
  Investments                                        593,750         571,010
  Accounts receivable, net                        12,559,348      13,617,792
  Inventories                                      1,206,163       1,374,698
  Costs and  profits in excess of billings on
   uncompleted contracts                           1,641,902         954,269
  Prepaid expenses and other                         901,852         757,883
  Deferred income taxes                              561,219         905,898
                                                 -----------     -----------

   Total current assets                           23,302,878      21,448,711

Property and equipment, net                       13,394,970      10,667,357

Other assets:
  Deferred income taxes                              269,942         269,942
  Goodwill, net                                    7,322,665       5,919,880
  Other                                              764,535         612,941
                                                 -----------     -----------

   Total other assets                              8,357,142       6,802,763







                                                 -----------     -----------
   Total assets                                  $45,054,990     $38,918,831
                                                 ===========     ===========
</TABLE>


















Note:  The balance  sheet at October 31, 1996 has been  derived from the audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

See accompanying notes to condensed consolidated financial statements.


<PAGE>


                           ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


                 Condensed Consolidated Balance Sheets (Continued)

<TABLE>
<CAPTION>
                                                 January 31,       October 31,
                                                     1997             1996
                                                ------------     --------------
                                                 (unaudited)         (Note)

Liabilities and Shareholders' Equity
<S>                                              <C>             <C>
Current liabilities:
  Current portion of long-term debt              $ 3,598,780     $ 1,965,611
  Notes payable - shareholders                     1,605,309       1,307,976
  Lines of credit                                  6,038,437       4,626,178
  Accounts payable and accrued liabilities         7,055,498       8,036,142
  Billings  in  excess of costs and profits on 
   uncompleted contracts                           1,298,760       1,218,724
                                                 -----------     -----------

   Total current liabilities                      19,596,784      17,154,631

Long-term debt, excluding current portion          6,476,055       8,149,807
Other liabilities                                        ---       2,015,895
Notes payable - shareholders                         594,667             ---
                                                 -----------     -----------

   Total liabilities                              26,667,506      27,320,333


Contingencies                                            ---             ---

Shareholders' equity:
  Common  stock, $.001 par  value,  authorized
   25,000,000 shares; 8,313,701 and  8,203,212
   shares issued and outstanding  in 1997  and 
   1996, respectively                                  8,313           8,203
  Preferred stock                                        100             ---
  Additional paid-in capital                      19,129,083      12,833,286
  Unrealized loss on investments, net of tax         (31,250)        (53,990)
  Accumulated deficit                               (718,762)     (1,189,001)
                                                 -----------     -----------

   Total shareholders' equity                     18,387,484      11,598,498
                                                 -----------     -----------

   Total liabilities and shareholders' equity    $45,054,990     $38,918,831
                                                 ===========     ===========
</TABLE>















Note:  The balance  sheet at October 31, 1996 has been  derived from the audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

See accompanying notes to condensed consolidated financial statements.


<PAGE>


                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


                  Condensed Consolidated Statements of Operations
                                   (unaudited)


<TABLE>
<CAPTION>

                                                   For the three months ended
                                                           January 31,
                                                   ----------------------------

                                                        1997            1996
                                                        ----            ----
<S>                                               <C>             <C>        
Revenues                                          $ 18,326,139    $ 11,578,375
                                                  ------------    ------------
Costs and expenses:
  Costs of revenues                                 14,274,962       9,426,923
  General and administrative                         1,910,110       1,450,703
  Depreciation and amortization                        998,967         563,358
  Charges and transaction/translation losses
     related to Latin American operations                  ---       1,009,792
                                                  ------------    ------------

        Total costs and expenses                    17,184,039      12,450,776
                                                  ------------    ------------

        Income (loss) from operations                1,142,100        (872,401)
                                                  ------------    ------------

Other expense (income):
  Interest expense                                     379,902         237,705
  Interest and dividend income                         (96,509)        (73,800)
  Other expenses                                         8,789             ---
                                                  ------------    ------------
        Total other expense                            292,182         163,905
                                                  ------------    ------------

Income (loss) before income taxes and minority
  interest                                             849,918      (1,036,306)

        Income tax expense (benefit)                   344,679        (255,553)
                                                  ------------    ------------

Income (loss) before minority interest                 505,239        (780,753)

Minority interest                                          ---        (247,360)
                                                  ------------    ------------

Net income (loss)                                 $    505,239    $   (533,393)
                                                  ============    ============

Income (loss) applicable to common stock          $    470,239    $   (533,393)
                                                  ============    ============

Income (loss) per common share:                   $        .06    $       (.06)
                                                  ============    ============

Weighted average common shares and common
  stock equivalents outstanding                      8,443,898       8,354,144
                                                  ============    ============

</TABLE>









See accompanying notes to condensed consolidated financial statements.



<PAGE>

                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


                  Condensed Consolidated Statements of Cash Flows
                                   (unaudited)


<TABLE>
<CAPTION>
                                                   For the three months ended
                                                           January 31,
                                                   ----------------------------

                                                        1997            1996
                                                        ----            ----
<S>                                               <C>              <C>      
Cash from operations                              $  1,543,564     $   730,416


Investing Activities:
  Purchase of property and equipment                  (646,713)       (456,828)
  Cash acquired in acquisitions                        403,617         400,000
  Cash paid in acquisitions                         (3,000,000)     (2,392,168)
    Other                                               22,944             ---
                                                  ------------     -----------
       Net cash used by investing activities        (3,220,152)     (2,448,996)
                                                  ------------     -----------

Financing Activities:
  Net (payments) borrowings under lines of
    credit                                             (87,741)        445,000
  Payments on long-term debt                        (6,256,136)       (209,979)
  Proceeds from debt to finance acquisitions         3,000,000       1,715,074
  Proceeds from long-term debt                       2,177,800             ---
  Net proceeds from preferred stock offering         5,664,148             ---
  (Repayments) proceeds from notes payable -        
  shareholders                                        (250,000)        250,000
  Foreign currency translation adjustment                  ---        (793,675)
  Other                                                    ---         (13,726)
                                                  ------------     -----------
       Net cash provided by financing activities     4,248,071       1,392,694
                                                  ------------     -----------

Effect of exchange rate changes on cash and
equivalents                                                ---        (216,117)
                                                  ------------     -----------

Increase (decrease) in cash and cash equivalents  $  2,571,483     $  (542,003)
                                                  ============     ===========
</TABLE>

























See accompanying notes to condensed consolidated financial statements.


<PAGE>
                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

                Notes to Condensed Consolidated Financial Statements

                                January 31, 1997

1.    Basis of Presentation

      The accompanying  unaudited condensed  consolidated  financial  statements
      have been  prepared  in  accordance  with  generally  accepted  accounting
      principles for interim financial  information and with the instructions to
      Form 10-Q and  Article  10 of  Regulation  S-X.  Accordingly,  they do not
      include  all  of the  information  and  footnotes  required  for  complete
      financial  statements.  In the  opinion  of  management,  all  adjustments
      necessary for a fair  presentation  of the results for the interim periods
      presented have been included. Such adjustments consist of normal recurring
      accruals and those adjustments  recorded to reflect the impact of currency
      devaluations on the Company's  operations in Venezuela  during fiscal year
      1996.

      These  results have been  determined  on the basis of  generally  accepted
      accounting  principles and practices applied  consistently with those used
      in the  preparation  of the  Company's  Annual Report on Form 10-K for the
      year ended October 31, 1996.  Operating results for the three months ended
      January 31, 1997 are not necessarily indicative of the results that may be
      expected for the year ended October 31, 1997.

      It is recommended that the accompanying  condensed  consolidated financial
      statements  be  read  in  conjunction  with  the  consolidated   financial
      statements and notes thereto  included in the Company's 1996 Annual Report
      on Form 10-K.

      Certain items in the condensed  consolidated  financial statements for the
      interim  period ended January 31, 1996 have been  reclassified  to conform
      with the current presentation.

2.    Acquisition

      On December  2, 1996,  the  Company,  through a wholly  owned  subsidiary,
      acquired all the  outstanding  common stock of Dial  Communications,  Inc.
      ("Dial").  As  consideration,  the Company paid $3,000,000 in cash, issued
      108,489 shares of common stock and issued an $892,000 promissory note. The
      acquisition  was accounted for using the purchase method of accounting and
      approximately  $1,500,000 of goodwill was recorded which will be amortized
      over 20 years.  The results of operations of Dial have been included since
      the date of acquisition.  The cash component of the purchase was funded in
      part  from the  Company's  line of  credit  and the  remainder  through  a
      $1,900,000  Term Loan from a bank with interest at prime (8.25% at January
      31, 1997) plus 1/2 %  due May 31, 1997.





<PAGE>
                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES

          Notes to Condensed Consolidated Financial Statements (Continued)

                                January 31, 1997

      The pro forma  unaudited  results of operations for the three months ended
      January 31, 1997 and 1996,  assuming  consummation  of the purchase at the
      beginning of the respective periods, are as follows:
<TABLE>
<CAPTION>

                                                       For the three months
                                                         ended January 31,
                                                     --------------------------

                                                          1997          1996
                                                          ----          ----

<S>                                                 <C>            <C>        
      Revenues                                      $ 19,163,658   $13,618,120
      Net income (loss)                                  528,402      (528,030)
      Net income (loss) per common share and
       common equivalent share                               .06          (.06)
</TABLE>

      The unaudited pro forma  information  does not purport to be indicative of
      the results of operations  which would have  resulted had the  acquisition
      been consummated at the date assumed.

3.    Borrowings

      Effective December 2, 1996 the Company entered into a $3,000,000 Term Loan
      Credit  Facility  (the  "Term  Loan")  with  a  bank.  The  Term  Loan  is
      collateralized  by all real and  personal  property  of  Georgia  Electric
      Company  ("GEC") which was acquired on October 12, 1996.  The Term Loan is
      payable in sixty  monthly  installments  of $50,000 plus interest at prime
      (8.25% at January  31,  1997).  Additionally,  excess cash flow of GEC, as
      defined,  is to be paid to the  bank.  The Term Loan  contains  covenants,
      which require among other  conditions,  that the Company  maintain certain
      tangible net worth,  working  capital and debt service  amounts.  Proceeds
      from the Term Loan were used to repay $3,000,000 of borrowings from a bank
      outstanding at October 31, 1996 which  consisted of a $1,500,000 bank line
      of credit and a $1,500,000 note payable that was due on December 2, 1996.

      See Note 2  "Acquisition"  for additional debt incurred in connection with
      an acquisition on December 2, 1996.

4.    Preferred Stock

      Effective  December  20,  1996 the Company  completed a private  placement
      transaction  of 1,000  shares  of $.10  par  value,  Series A  Convertible
      Preferred Stock (the "Preferred  Stock") and warrants to purchase  200,000
      shares of the Company's common stock at $9.82 per share. Proceeds from the
      offering totaled $6,000,000.  Each share of Preferred Stock is convertible
      to shares of the Company's common stock after April 30, 1997 at the lesser
      of $9.82 per share or at a  discount  (ranging  from 10% to 20%  depending
      upon the date of conversion)  of the average  closing bid price of a share
      of common  stock for three days  proceeding  the date of  conversion.  The
      Preferred  Stock accrues  dividends at an annual rate of 5% and is payable
      quarterly in arrears in cash or through a dividend of additional shares of
      Preferred Stock. The warrants are

<PAGE>
                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


          Notes to Condensed Consolidated Financial Statements (Continued)

                                January 31, 1997

      exercisable  after  one  year  provided  that the  Preferred  Stock is not
      converted  to  common  stock  prior to the first  anniversary  date of the
      private  placement.  Upon the  occurrence  of  certain  events,  including
      failure  to  effect  a  timely  registration   statement  related  to  the
      conversion  features and warrants associated with the Preferred Stock, the
      Company may be required to redeem the Preferred  Stock at a price equal to
      the liquidation preference, plus any accrued and unpaid dividends, plus an
      amount  determined by formula.  Proceeds from the private  placement  were
      used to repay certain debt  outstanding  at October 31, 1996,  including a
      $1,869,050 note payable to the sellers of H.C. Connell,  Inc.  ("Connell")
      acquired by the Company on December 15, 1995, a $250,000 note payable to a
      director,  and $2,015,895 due the former principals of GEC. The amount due
      to the former  principals of GEC  represented  undistributed S corporation
      profits  existing at the date of  acquisition,  and is presented as "Other
      liabilities" in the accompanying consolidated balance sheet at October 31,
      1996.

5.    Contingencies - Litigation

      The Company is involved in various claims and legal actions arising in the
      ordinary course of business  including claims relating to notes payable to
      the former owners of Transportation  Safety Contractors,  Inc. These notes
      payable and related  accrued  interest  are  classified  as current in the
      accompanying  balance sheets.  In the opinion of management,  the ultimate
      disposition  of these matters will not have a material  adverse  effect on
      the Company's consolidated financial position or results of operations.



<PAGE>
                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS

           The  following  discussion  and  analysis  relates  to the  financial
condition  and results of  operations  of the Company for the three months ended
January  31,  1997.  This  information  should be read in  conjunction  with the
Company's condensed  consolidated  financial  statements  appearing elsewhere in
this document.  Except for historical  information contained herein, the matters
discussed  below  contain  forward  looking  statements  that involve  risks and
uncertainties,  including but not limited to economic, competitive, governmental
and  technological  factors  affecting  the  Company's  operations,  markets and
profitability.

RESULTS OF OPERATIONS

      The  following  table sets  forth,  for the  periods  indicated,  selected
elements of the Company's condensed  consolidated  statements of operations as a
percentage of its revenues.

<TABLE>
<CAPTION>
                                                       For the three months
                                                         ended January 31,
                                                     --------------------------
                                                          1997          1996
                                                          ----          ----
<S>                                                     <C>           <C>   
       Revenues                                          100.0%        100.0%
                                                        ---------     --------

       Cost of revenues                                   78.0          81.4
       General and administrative                         10.4          12.5
       Depreciation and amortization                       5.5           4.9
       Charges  and  transaction/translation  losses
          related to Latin American operations             0.0           8.7
       Operating income (loss)                             6.1          (7.5)
       Interest expense and other                          2.1           2.0
       Net income (loss)                                   2.8          (4.6)
</TABLE>

      The  Company  reported  net income of  $505,239  or $.06 per share for the
three  months ended  January 31, 1997  compared to a net loss of  ($533,393)  or
($.06) per share for the same period in 1996.  Net income for the first  quarter
of 1997,  primarily  reflects the  assimilation of the Georgia  Electric Company
("GEC")  and Dial  Communications,  Inc.  ("Dial")  acquisitions  as well as the
improved margins within the Traffic Management Group.

      Revenues  for the three month  period  ended  January  31, 1997  increased
$6,747,764  to  $18,326,139  compared to revenues  of  $11,578,375  for the same
period in 1996. The  acquisitions of GEC, in October 1996, and Dial, in December
1996,  accounted for $7,275,673 of the revenue increase for the first quarter of
1997.  Revenues from traffic management  services  decreased  approximately $1.7
million  from the same  period in 1996  primarily  as a result of the  Company's
focus on  improving  operating  margins on  existing  contracts.  Revenues  from
telecommunication  services  increased  approximately  $1.6 from the prior  year
period.

      Cost of  revenues  for the  first  quarter  of 1997  improved  to 78.0% of
revenues  from  81.4 % of  revenue  for  the  same  period  in  1996,  primarily
reflecting  improved labor productivity  within the Traffic Management Group and
the assimilation of GEC and Dial.

<PAGE>
                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES



      General and  administrative  expense  during the first  quarter  increased
$459,407 from $1,450,703 in 1996 to $1,910,110 in 1997.  Approximately  $421,000
of the increase results from acquisitions of GEC and Dial.

      Interest  expense  during the first  quarter of 1997  reflects  the recent
addition of acquisition related debt and the financing of equipment purchases.

      Depreciation and amortization  expense  increased  approximately  $435,000
from $563,358 to $998,967.  Approximately $265,000 of this increase results from
the GEC and Dial acquisitions. The remaining $170,000 increase resulted from the
continuing improvement and updating of the Company's equipment.

      The  foreign   currency   translation  and  transaction   losses  improved
dramatically  in the first  quarter of 1997 as compared to the first  quarter of
1996.  The  stabilization  of the Venezuelan  bolivar  resulted in a decrease in
foreign currency losses of approximately $1,010,000.

      Income tax expense (benefit) for the first quarter of 1997 and 1996 differ
from the amount that would result from applying  federal  statutory tax rates to
the pre tax income (loss)  primarily due to  non-deductible  goodwill and losses
from foreign operations.

LIQUIDITY AND CAPITAL RESOURCES

       Cash and cash equivalents were $5,838,644 at January 31, 1997 compared to
$3,267,161  at October 31, 1996.  Cash was impacted  during the first quarter of
1997 primarily by proceeds  received from a private placement of preferred stock
and the repayment of debt.

     On December 2, 1996 the Company  entered into a  $3,000,000  Term Loan (the
"Term Loan") with a bank in connection  with  refinancing the acquisition of GEC
on October 12, 1996. The Term Loan is payable in sixty monthly  installments  of
$50,000 plus interest at prime (8.25% at January 31, 1997).  Excess cash flow of
GEC, as defined,  is to be paid to the Bank.  The Term Loan contains  covenants,
which require among other conditions, that the Company maintain certain tangible
net  worth,  working  capital  and  debt  service  amounts.  The  Term  Loan  is
collateralized  by all real and personal property of GEC. Proceeds from the Term
Loan  were  partially  used  to  repay  a  $1,500,000  note  payable  to a bank,
outstanding  at October  31, 1996 and due on  December  2, 1996.  The  remaining
proceeds were used to repay the Company's lines of credit.

      Effective  December  20,  1996 the Company  completed a private  placement
transaction  of 1,000 shares of $.10 par value,  Series A Convertible  Preferred
Stock (the  Preferred  Stock) and  warrants  to purchase  200,000  shares of the
Company's  common stock.  Gross proceeds from the offering  totaled  $6,000,000.
Each share of Preferred  Stock is convertible to shares of the Company's  common
stock  after  April 30,  1997 at the  lesser of $9.82 per share or at a discount
(ranging from 10% to 20% depending  upon the date of  conversion) of the average
closing bid price of a share of common stock for three days  proceeding the date
of conversion. The Preferred Stock accrues dividends at an annual rate of

<PAGE>
                            ABLE TELCOM HOLDING CORP.
                                AND SUBSIDIARIES


5% and is  payable  quarterly  in  arrears  in cash or  through  a  dividend  of
additional  shares of Preferred Stock. The warrants are exercisable at $9.82 per
share after one year  provided  that the  Preferred  Stock is not  converted  to
common stock prior to the first anniversary of the private  placement.  Upon the
occurrence of certain events,  including failure to effect a timely registration
statement,  the Company may be required to redeem the preferred stock at a price
equal to the liquidation preference,  plus any accrued and unpaid dividends plus
an amount  determined by formula.  The proceeds from the private  placement were
used to repay a  $1,869,050  note payable to the sellers of H.C.  Connell,  Inc.
("Connell"),  a  $250,000  note  payable to a director  in  connection  with the
acquisition of Connell,  and $2,015,895 due the former  principals of GEC by GEC
at the date of acquisition, all of which were outstanding at October 31, 1996.

     In addition,  on December 2, 1996, the Company acquired all the outstanding
common stock of Dial.  As  consideration,  the Company paid  $3,000,000 in cash,
issued  108,489  shares of common stock (fair value of  $620,421)  and issued an
$892,000 promissory note with a three year term bearing interest at prime (8.25%
at January 31, 1997) plus 1/2%. The cash component of the purchase was funded in
part from the Company's  line of credit and the  remainder  through a $1,900,000
Term Loan from a bank with interest at prime plus 1/2%. The principal balance of
this note, plus accrued interest, is due May 31, 1997.

      The Company  expects that available cash will be sufficient to meet normal
operating requirements over the near term.


Part II - Other Information
<TABLE>
<S>         <C>

Items 1-5.  Not applicable

Item 6.     Exhibits and Reports on Form 8-K

            a)    Exhibits - None

            b)    Reports on Form 8-K

                  On December 13, 1996,  the Company  filed a Current  Report on
            Form 8-K and  reported  on Item 2 thereof  the  acquisition  of Dial
            Communications, Inc. This Form 8-K was amended on February 11, 1997.
            The acquisition of Dial Communications,  Inc. did require the filing
            of financial statements pursuant to Regulation S-X.

                  On December 31, 1996,  the Company  filed a Current  Report on
            Form 8-K and reported on Item 5 thereof the  completion of a Private
            Placement of Preferred  Stock in exchange for aggregate  proceeds of
            $6,000,000.

</TABLE>

<PAGE>



                                   SIGNATURES

      Pursuant to the  requirements 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.

                            Able Telcom Holding Corp.
                                  (Registrant)



      By:   /s/ William J. Mercurio                              March 17, 1997
            --------------------------------------
            William J. Mercurio, President and CEO