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

                                    FORM 10-Q

         (Mark one)

              [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended August 31, 1996

                                       or

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the transition period from ____ to ____

                         Commission File Number: 0-16527

                             LEHMAN ABS CORPORATION
             (Exact name of registrant as specified in its charter)

      Delaware                                          13-3447441
   (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                  Identification No.)

200 Vesey Street, 20th Floor, New York, New York                    10285
(Address of principal executive offices)                         (Zip Code)

                                  212-526-5594
              (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 ___

Registrant had 1,000 shares of common stock outstanding (all owned indirectly by
Lehman Brothers Holdings Inc.) as of October 1, 1996.

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND
(b) OF FORM 10-Q AND  THEREFORE IS FILING THIS FORM WITH THE REDUCED  DISCLOSURE
FORMAT CONTEMPLATED THEREBY.


<PAGE>


                      LEHMAN ABS CORPORATION and SUBSIDIARY
                                    FORM 10-Q
                      FOR THE QUARTER ENDED AUGUST 31, 1996

                                      INDEX


Part I.           FINANCIAL INFORMATION                             Page Number

  Item 1.      Financial Statements - (unaudited)

     Consolidated Statement of Operations -
       Three and Nine Months Ended August 31, 1996
       and 1995  ......................................................     3

     Consolidated Statement of Financial Condition -
       August 31, 1996 and November 30, 1995 ..........................     5

     Consolidated Statement of Cash Flows -
       Nine Months Ended August 31, 1996
       and 1995  ......................................................     6

     Notes to Consolidated Financial Statements........................     7

  Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations...............    11

Part II.          OTHER INFORMATION
 
 Item 6.   Exhibits and Reports on Form 8-K ...............................13

Signatures   ..............................................................14


<PAGE>



                      LEHMAN ABS CORPORATION and SUBSIDIARY
                      CONSOLIDATED STATEMENT of OPERATIONS

                                   (Unaudited)


                                                    Three months ended
                                      ------------------------------------------
                                          August 31,                August 31,
                                             1996                      1995
                                      --------------------      ---------------

Revenues

    Trading                                                          $   91,758

    Interest                                  $398,717                  356,077
                                      --------------------      ---------------

                                               398,717                  447,835
                                      --------------------      ---------------

Expenses

    Compensation                                 1,250                    1,250

    General and administrative                 103,880                   116,649
                                      --------------------      ----------------

                                               105,130                   117,899
                                      --------------------      ----------------

Income before taxes                            293,587                  329,936

  Provision for income taxes                   135,197                  151,936
                                      --------------------      ----------------

Net income                                    $158,390                 $178,000
                                      ====================      ================


                See notes to consolidated financial statements.
<PAGE>


                      LEHMAN ABS CORPORATION and SUBSIDIARY
                      CONSOLIDATED STATEMENT of OPERATIONS

                                   (Unaudited)


                                                      Nine Months ended
                                   ---------------------------------------------
                                       August 31,                 August 31,
                                          1996                       1995
                                   --------------------       ------------------

Revenues

    Trading                              $  830,045                $1,127,472

    Interest                              1,306,181                 1,354,942
                                   --------------------       ------------------

                                          2,136,226                 2,482,414
                                   --------------------       ------------------

Expenses

    Compensation                              3,750                     3,750

    General and administrative              547,823                   634,672
                                   --------------------       ------------------

                                            551,573                   638,422
                                   --------------------       ------------------

Income before taxes                       1,584,653                 1,843,992

  Provision for income taxes                729,733                   849,158
                                   --------------------       ------------------

Net income                               $  854,920                $  994,834
                                   ====================       ==================


                See notes to consolidated financial statements.

<PAGE>


                      LEHMAN ABS CORPORATION and SUBSIDIARY
                  CONSOLIDATED STATEMENT of FINANCIAL CONDITION
                                   (Unaudited)

                                     ASSETS


                                                   August 31,       November 30,
                                                      1996              1995
                                               ---------------------------------

Cash                                               $    101,394   $      99,245
Financial instruments owned, at fair value           22,440,769      25,772,380
Receivables from brokers, dealers and
   financial institutions                               842,472         872,920
Due from others                                         107,293         105,077
Deferred registration costs, net of accumulated
   amortization of $2,038,109 and $1,069,032
   in 1996 and 1995, respectively                       871,519         755,748
                                               ------------------    -----------

                                                   $24,363, 447     $27,605,370
                                               ================   ==============


                      LIABILITIES and STOCKHOLDER'S EQUITY

Liabilities
   Financial instruments sold but not yet
      purchased                                    $    144,544    $    497,590
   Issuance expenses payable                              1,394         429,118
   Payables to brokers, dealers and
      financial institutions                          1,308,219          29,800
   Payables to affiliates                             1,190,049       2,978,394
                                                 ---------------   -------------
                    Total liabilities                 2,644,206       3,934,902
                                                  --------------   -------------

Stockholder's equity
   Common stock, $0.25 par value;
     1,000 shares authorized, issued 
     and outstanding                                        250             250
   Additional paid-in capital                        16,023,590      18,829,737
   Retained earnings                                  5,695,401       4,840,481
                                             -------------------   -------------

          Total stockholder's equity                 21,719,241      23,670,468
                                             -------------------   -------------

                                                    $24,363,447     $27,605,370
                                            ====================  ==============


                See notes to consolidated financial statements.



<PAGE>


                      LEHMAN ABS CORPORATION and SUBSIDIARY
                      CONSOLIDATED STATEMENT of CASH FLOWS
                                   (Unaudited)


                                                            Nine months ended
                                                        ------------------------
                                                        August 31,    August 31,
                                                          1996           1995
                                                        ----------    ----------

Cash flows from operating activities:

 Net income                                                 $854,920 $  994,834

 Adjustments  to  reconcile  net  income  to net 
  cash provided by (used in)operating activities:
         mortization                                         969,077    142,350
    Net change in:
      Financial instruments owned, at fair value         3,331,611    3,806,671
      Receivables from brokers, dealers and financial
        institutions                                        30,448     (989,787)
      Receivables from affiliate                                       (551,247)
      Due from others                                       (2,216)      (2,208)
      Deferred registration costs                       (1,084,848)    (129,048)
      Financial instruments sold but not yet purchased    (353,046)  (2,138,991)
      Issuance expenses payable                           (427,724)    (114,243)
      Payables to brokers, dealers and financial
        institutions                                     1,278,419    1,492,327)
      Payables to affiliates                            (1,788,345)      20,896
      Income taxes payable to affiliate                                (985,195)
      Other liabilities and accrued expenses                            (19,385)
                                                      -------------    ---------

         Net cash provided by (used in) 
         operating activities                            2,808,296   (1,457,680)
                                                       ------------   ----------

Cash flows from financing activities:
  Capital contributions by parent                      20,320,215   240,819,229
  Capital distributions to parent                     (23,126,362) (239,120,129)
                                                     -------------  ------------

       Net cash (used in) provided by
       financing activities                            (2,806,147)    1,699,100
                                                    --------------    ----------

       Net change in cash                                   2,149       241,420

Cash, beginning of the period                              99,245        43,858
                                                     -------------     ---------

       Cash, end of the period                       $    101,394  $    285,278
                                                    ===============    =========

                 See notes to consolidated financial statements.
<PAGE>


                      LEHMAN ABS CORPORATION and SUBSIDIARY

                   NOTES to CONSOLIDATED FINANCIAL STATEMENTS

                                   ----------


1.       Organization:

         The consolidated  financial  statements  include the accounts of Lehman
         ABS  Corporation  and Lehman Asset  Backed Caps Inc.,  its wholly owned
         subsidiary  (together,  the  "Company").  Lehman  ABS  Corporation  was
         incorporated  in the State of Delaware on January 29, 1988 as a limited
         purpose  finance  corporation  organized for the purpose of issuing and
         selling  securities  (the  "Securities")  primarily  collateralized  by
         purchased   receivables   arising   from  loans  or   financings   (the
         "Receivables"). All of the outstanding capital stock is owned by Lehman
         Commercial  Paper Inc.  ("LCPI"),  a wholly owned  subsidiary of Lehman
         Brothers Holdings Inc. ("Holdings"). The Company's financial statements
         have been prepared in accordance  with the rules and regulations of the
         Securities  and Exchange  Commission  with respect to the Form 10-Q and
         reflect all normal recurring  adjustments  which are, in the opinion of
         management,  necessary for a fair  presentation  of the results for the
         interim  periods  presented.  The  Consolidated  Statement of Financial
         Condition at November  30, 1995 was derived from the audited  financial
         statements.  It is recommended that these financial  statements be read
         in  conjunction  with the  audited  consolidated  financial  statements
         included  in the  Company's  Annual  Report on Form 10-K for the twelve
         months ended November 30, 1995.

         Lehman Asset Backed Caps Inc. was incorporated in the State of Delaware
         on June 15,  1994 for the purpose of entering  into  interest  rate cap
         agreements   and  related   support   agreements  in  connection   with
         securitization transactions.

         The Company  derives its income from trading and/or  interest earned on
         financial  instruments owned and financial instruments sold but not yet
         purchased.  Trading income includes the profit (loss) from the issuance
         and sale of  securities  and valuing  financial  instruments  owned and
         financial  instruments  sold but not yet  purchased  at  market or fair
         value.

         The  Company  has filed  registration  statements  on Form S-3 with the
         Securities and Exchange  Commission  which permit the Company to issue,
         from time to time,  securities  collateralized  by  Receivables  in the
         principal  amount not to exceed  $7.33  billion.  The  Company has also
         filed  registration  statements  on Form S-3 for the  issuance  of $0.5
         billion principal amount of Securities  collateralized by bonds. During
         the nine months ended August 31, 1996, the Company issued Delta Funding
         Home Equity  Loan Trust  1996-1  totaling  approximately  $225  million
         principal  amount,  Banc One Home  Equity  Loan Trust  1996-A  totaling
         approximately $232.2 million principal amount,  Lehman FHA Title 1 Loan
         Trust 1996-3 totaling  approximately  $155.5 million  principal amount,
         Lehman Home  Equity Loan Trust  1996-2  totaling  approximately  $122.1
         million principal amount, Lehman FHA Title 1 Loan Trust 1996-2 totaling
         approximately  $279.3 million principal amount,  Corporate  Bond-Backed
         Certificates, Series 1996-Wal-Mart-2 totaling approximately $30 million
         principal   amount,   Corporate   Bond-Backed   Certificates,    Series
         1996-Wal-Mart  totaling  approximately  $20 million  principal  amount,
         Short-Term  Card  Account  Trust  1995-1  totaling  approximately  $1.6
         billion  principal  amount and Lehman  Home  Equity  Loan Trust  1996-1
         totaling  approximately  $146.2 million  principal amount. As of August
         31, 1996,  approximately  $1.8 billion was available for issuance under
         the registration statements referred to above.

         The Company has established  trusts to issue securities  collateralized
         by  receivables.  The Company has  surrendered to the trusts all future
         economic  interests in the Securities  issued to date together with the
         related collateral. According to the terms of the trust agreements, the
         bondholders  can look only to the related  collateral  for repayment of
         both  principal and interest.  In accordance  with  generally  accepted
         accounting principles,  the Securities and related collateral have been
         removed  from the  accompanying  Consolidated  Statement  of  Financial
         Condition.

         During the nine months  ended  August 31, 1996 LCPI  contributed  $20.3
         million  in  capital  to the  Company,  and the  Company  made  capital
         distributions to LCPI of $23.1 million.

2.       Summary of Significant Accounting Policies:

         Deferred registration costs:

         Deferred  registration  costs  relate to filing  fees and other  direct
         costs  paid  by  the  Company  in  connection   with  filings  for  the
         registration  of  Securities  which  were  or are to be  issued  by the
         Company.  These costs are deferred in  anticipation  of future revenues
         upon the issuance of securities from the respective shelf that has been
         established.  Amortization of the costs is based upon the percentage of
         issued Securities to the respective shelf from which the Securities are
         issued and is  included as a  component  of net trading  revenue in the
         accompanying Consolidated Statement of Operations.

         Financial  instruments owned and financial instruments sold but not yet
         purchased:

         Financial  instruments owned and financial instruments sold but not yet
         purchased  principally  represent  subordinated  interests  in pools of
         receivables,  instruments  representing  the right to  receive  certain
         future  interest  payments on the underlying  receivables  and interest
         rate  cap  agreements.   Financial   instruments  owned  and  financial
         instruments  sold but not yet  purchased  are  valued at market or fair
         value, as  appropriate,  with the related profit (loss) recorded in the
         Consolidated  Statement of Operations.  Market value is generally based
         on listed market  prices.  If listed  market prices are not  available,
         fair value is determined  based on other  relevant  factors,  including
         broker or dealer price  quotations,  and valuation pricing models which
         take into  account time value and  volatility  factors  underlying  the
         securities.

         All securities  transactions are recorded in the accompanying financial
         statements on a trade date basis.



<PAGE>
                      LEHMAN ABS CORPORATION and SUBSIDIARY

                   NOTES to CONSOLIDATED FINANCIAL STATEMENTS

                                   ----------

         Income taxes:

         The Company is included in the  consolidated  U.S.  federal  income tax
         return of Holdings and in combined  state and local  returns with other
         affiliates of Holdings.  The Company  computes its income tax provision
         on a  separate  return  basis in  accordance  with  the  terms of a tax
         allocation  agreement  between  Holdings  and  its  subsidiaries.   The
         provision for income taxes is greater than that  calculated by applying
         the  statutory  federal  income tax rate  principally  due to state and
         local taxes.

         Use of estimates:

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect the amounts  reported  in the  financial
         statements  and  accompanying  notes.   Management  believes  that  the
         estimates utilized in preparing its financial statements are reasonable
         and prudent. Actual results could differ from these estimates.

3.       Related Party Transactions:

         All receivables used to collateralize the Securities are purchased from
         and  recorded  at  the  affiliate's  carrying  value,  which  for  such
         broker/dealer affiliates represents market value.

         Certain  directors  and officers of the Company are also  directors and
         officers of Lehman Brothers Inc.,  LCPI and/or other  affiliates of the
         Company.

         Pursuant to a management  agreement (the  "Agreement"),  the Company is
         charged a management fee for various services rendered on its behalf by
         LCPI. The Agreement  provides for an allocation of costs based upon the
         level  of  activity  processed  by  LCPI  on  behalf  of  the  Company.
         Management  fees of $547,823  for the nine months ended August 31, 1996
         and  $634,672 for the nine months ended August 31, 1995 are recorded as
         general and  administrative  expenses in the accompanying  Consolidated
         Statement of  Operations.  The Agreement is renewable  each year unless
         expressly terminated or renegotiated by the parties.

         Compensation  expense  represents  amounts  allocated to the Company by
         LCPI for compensation paid to a common director of the Company.

         Income taxes of $729,733 were paid by the Company to LCPI in accordance
         with the terms of the Company's  tax  allocation  agreement  during the
         nine months ended August 31, 1996.

         The  Company  believes  that  amounts  arising  through  related  party
         transactions,  including the fees referred to above, are reasonable and
         approximate  the amounts  that would have been  recorded if the Company
         operated as an unaffiliated entity.


<PAGE>
                      LEHMAN ABS CORPORATION and SUBSIDIARY

                   NOTES to CONSOLIDATED FINANCIAL STATEMENTS

                                   ----------

 4.      Due From Others:

         At August 31, 1996 and  November  30,  1995 the  Company  had  interest
         bearing  deposits  of  $107,293  and  $105,077,  respectively,  with an
         independent  trustee in accordance  with the terms of a  securitization
         transaction.

 5.      Financial Instruments with Off-Balance Sheet Risk and Concentration of
         Credit Risk:

         The Company's  activities  are  principally  conducted  with  financial
         institutions.   In   connection   with  the  terms  of   securitization
         transactions,  the Company has sold  interest rate caps with a notional
         amount of $1.32 billion, maturing in the year 2000, to trusts. The fair
         value of the interest rate caps sold is  approximately  $.1 million and
         is reported as financial  instruments sold but not yet purchased in the
         Consolidated  Statement of Financial  Condition at August 31, 1996.  In
         addition,  the  Company  has  purchased  interest  rate  caps,  from an
         affiliate,  with a notional  amount of $1.32  billion,  maturing in the
         year 2000.

         The fair value of the interest  rate caps  purchased  is  approximately
         $1.7  million  and is included in  financial  instruments  owned in the
         Consolidated  Statement of Financial  Condition at August 31, 1996.  At
         August  31,  1996,  the  Company  had  no  other  material   individual
         counterparty concentration of credit risk.

6.       Fair Value of Financial Instruments:

         Statement   of   Financial   Accounting   Standards   (SFAS)  No.  107,
         "Disclosures  About  Fair  Value of  Financial  Instruments",  requires
         disclosure  of the  fair  values  of most on- and  off-  balance  sheet
         financial  instruments,  for which it is  practicable  to estimate that
         fair  value.  The  scope of SFAS No.  107  excludes  certain  financial
         instruments,  such as trade  receivables and payables when the carrying
         value approximates the fair value, employee benefit obligations and all
         non-financial instruments,  such as fixed assets. The fair value of the
         Company's assets and liabilities which qualify as financial instruments
         under SFAS No. 107  approximate the carrying  amounts  presented in the
         Consolidated Statement of Financial Condition.

         Financial  instruments owned and financial instruments sold but not yet
         purchased  principally  represent  subordinated  interest  in  pools of
         receivables  and  are  carried  at  fair  value,   with  the  remaining
         instruments  representing  the right to receive certain future interest
         payments  on  the   underlying   receivables   and  interest  rate  cap
         agreements.  These  financial  instruments  are generally  non-rated or
         rated as non-investment grade by recognized rating agencies. Changes in
         interest rates could  potentially  have an adverse impact on the future
         cash flows for financial  instruments  owned. In addition,  for certain
         securities,  defaults on receivables underlying these instruments could
         have a greater than  proportional  impact on their fair value since the
         payments of principal and interest are subordinate to other  securities
         issued  in the  same  series.  These  risks,  among  other  risks,  are
         incorporated   in  the   determination   of  fair  value  of  financial
         instruments owned and financial instruments sold but not yet purchased.


<PAGE>
                      LEHMAN ABS CORPORATION and SUBSIDIARY

                   NOTES to CONSOLIDATED FINANCIAL STATEMENTS

                                   ----------

                    PART I - FINANCIAL INFORMATION, continued

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

           Set forth below is management's  discussion and analysis of financial
           condition and results of operations  for the nine months and quarters
           ended August 31, 1996 and August 31, 1995.

           Financial Condition

           The Company's  assets  aggregated  $27.6 million at November 30, 1995
           and $24.4 million at August 31, 1996. Financial  instruments owned at
           August 31, 1996 aggregated $22.4 million and represent the portion of
           issued  securities  retained by the Company as well as the fair value
           of interest rate cap agreements  purchased  from an affiliate.  These
           securities are carried at market or fair value, as appropriate.

           Stockholder's  equity  decreased  from $23.7  million at November 30,
           1995 to $21.7  million at August 31,  1996 as a result of net capital
           distribution  to LCPI  partially  offset by net  income  for the nine
           months  ended August 31, 1996.  Capital  contributions  from LCPI are
           made to fund  securities  retained by the Company from new  issuances
           and  to  fund  its  operating  activities.  The  Company  continually
           monitors its capital position and makes capital distributions to LCPI
           as excess funds are realized from securities related transactions.

           Results of Operations

           During the nine months  ended  August 31,  1996,  the Company  issued
           Delta  Funding Home Equity Loan Trust 1996-1  totaling  approximately
           $225 million principal amount, Banc One Home Equity Loan Trust 1996-A
           totaling  approximately  $232.2 million principal amount,  Lehman FHA
           Title 1 Loan  Trust  1996-3  totaling  approximately  $155.5  million
           principal  amount,  Lehman  Home Equity  Loan Trust  1996-2  totaling
           approximately  $122.1 million  principal  amount,  Lehman FHA Title 1
           Loan Trust 1996-2  totaling  approximately  $279.3 million  principal
           amount,  Corporate Bond-Backed  Certificates,  Series 1996-Wal-Mart-2
           totaling  approximately  $30  million  principal  amount,   Corporate
           Bond-Backed Certificates, Series 1996-Wal-Mart totaling approximately
           $20 million  principal  amount,  Short-Term Card Account Trust 1995-1
           totaling  approximately $1.6 billion principal amount and Lehman Home
           Equity  Loan  Trust  1996-1  totaling  approximately  $146.2  million
           principal  amount.  During the nine months ended August 31, 1995, the
           Company  issued  Lehman  Home  Equity  Loan  Trust  1995-1   totaling
           approximately   $128.1   million   principal   amount,   Lehman  Home
           Improvement  Loan Trust 1995-2 totaling  approximately  $66.8 million
           principal  amount,  Lehman  FHA Title I Loan  Trust  1995-3  totaling
           approximately $85.0 million principal


<PAGE>

                      LEHMAN ABS CORPORATION and SUBSIDIARY

                   NOTES to CONSOLIDATED FINANCIAL STATEMENTS

                                   ----------

                    PART I - FINANCIAL INFORMATION, continued

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

           amount,  Lehman FHA Title I Loan Trust 1995-4 totaling  approximately
           $110  million  principal  amount,  and Lehman  Home Equity Loan Trust
           1995-5 totaling approximately $55 million principal amount.

           Trading  revenues totaled $830,045 and $1,127,472 for the nine months
           ended  August 31,  1996 and 1995,  respectively,  and $91,758 for the
           three months ended August 31, 1995.  Trading revenues are principally
           attributable  to the  issuance  and sale of  securities  and  valuing
           financial instruments owned,  including interest rate cap agreements,
           at market or fair value.

           Interest  income  decreased from $1,354,942 for the nine months ended
           August 31, 1995 to  $1,306,181  for the nine months  ended August 31,
           1996.  Interest income  increased from $356,077 for the quarter ended
           August 31, 1995 to $398,717  for the quarter  ended  August 31, 1996.
           Interest  income is derived  from the  portion  of issued  securities
           retained by the Company and from interest earned on receivables  held
           by the  Company  prior  to  the  issuance  and  sale  of the  related
           securities.  Management  fees  decreased  from  $634,672 for the nine
           months  ended  August 31, 1995 to $547,823  for the nine months ended
           August 31, 1996, reflecting the decreased operating activities of the
           Company for the nine months ended August 31,  1996.  Management  fees
           decreased from $116,649 for the three months ended August 31, 1995 to
           $103,880 for the three months  ended August 31, 1996  reflecting  the
           decreased  operating  activities of the Company for the third quarter
           of 1996.  Management fees are recorded as general and  administrative
           expenses in the accompanying Consolidated Statement of Operations.



<PAGE>


                      LEHMAN ABS CORPORATION and SUBSIDIARY


                                   ----------



                           PART II - OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K

The  following  exhibits  and  reports  on Form  8-K are  filed  as part of this
Quarterly  Report,  or where  indicated,  were  heretofore  filed and are hereby
incorporated by reference:

(a)      Exhibits:

         27.      Financial Data Schedule


(b)      Reports on Form 8-K:

         September 26, 1996
         September 25, 1996
         September 25, 1996
         September 18, 1996
         September 17, 1996
         August 28, 1996
         August 27, 1996



<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.



                                                LEHMAN ABS CORPORATION
                                                (Registrant)







Date: October 11, 1996                          /S/      Theodore P. Janulis
                                                ----------------------------
                                                Theodore P. Janulis
                                                President







Date: October 11, 1996                          /S/      Dave Goldfarb
                                                Dave Goldfarb
                                                Controller



<PAGE>




                                                            Exhibit 27