SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                               _________

                               FORM 10-K

   X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

        For the fiscal year ended December 31, 1997

                              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  1-7928

                       BIO-RAD LABORATORIES, INC.
          (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                   94-1381833
   (State or Other Jurisdiction of                (I.R.S. Employer
    Incorporation or Organization)                 Identification No.)

    1000 Alfred Nobel Drive, Hercules, CA                  94547
   (Address of Principal Executive Offices)              (Zip Code)

   Registrant's telephone number, including area code (510) 724-7000

   
   Securities registered pursuant to Section 12(b) of the Act:
   
                                                                                  Market Value on
                                 Name of Each Exchange    Shares Outstanding   March 2, 1998 of Stocks
       Title of Each Class        on Which Registered       March 2, 1998       Held by Non-Affiliates
       -------------------       ---------------------    ------------------   ------------------------
                                                                        
   Class A Common Stock
    Par Value $1.00 per share   American Stock Exchange      9,829,009           $206,256,814

   Class B Common Stock
    Par Value $1.00 per share   American Stock Exchange      2,591,569           $ 11,465,947

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

                                  NONE

        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 _____

          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.  [ ]

   

                  Documents Incorporated by Reference

            Document                             Form 10-K Parts
   _________________________________________    ____________________
   (1) Annual Report to Stockholders for the
       fiscal year ended December 31, 1997
       (specified portions)                           I, II, IV
   (2) Definitive Proxy Statement to be mailed
       to stockholders in connection with the
       registrant's 1998 Annual Meeting of
       Stockholders (specified portions)                 III

   

                               P A R T  I
   ITEM 1. BUSINESS

   General

   Founded in 1957, Bio-Rad Laboratories, Inc. ("Bio-Rad" or the
   "Company") was initially engaged in the development and produc-
   tion of specialty chemicals used in biochemical, pharmaceutical
   and other life science research applications.  In 1967, the Com-
   pany entered the field of clinical diagnostics with the develop-
   ment of its first test kit based on separation techniques and
   materials developed for life sciences research.  Recognizing that
   the fields of clinical diagnostics and life sciences research
   were evolving toward more automated techniques, Bio-Rad expanded
   into the field of analytical and measuring instrument systems
   through internal research and development efforts and
   acquisitions in the late 1970's and 1980's.

   As Bio-Rad broadened its product lines, it has also widened its
   geographical market.  The Company controls its distribution chan-
   nels in twenty-five countries outside the U.S.A. through
   subsidiaries whose primary focus is customer service and product
   distribution.

   During 1996 and 1997, the Company has made five acquisitions.
   The assets acquired from Chiron Diagnostics Corporation and
   Chiron Corporation on December 5, 1997, enhanced the product line
   offering for diagnostic controls.  The remaining acquisitions
   broadened product line offerings within the Analytical
   Instruments and Life Science segments.  Bio-Rad manufactures and
   supplies the life sciences research, healthcare, analytical
   chemistry, semiconductor and other markets with a broad range of
   products and systems used to separate complex chemical and
   biological materials and to identify, analyze and purify their
   components.

   Business Segments

   The Company operates in three industry segments designated Life
   Science, Clinical Diagnostics and Analytical Instruments.  Each
   operates in both the U.S. and international markets.  For
   financial information on geographic and industry segments, see
   Note 15 on pages 23 and 24 of Exhibit 13.1, which is incorporated
   herein by reference.  Exhibit 13.1 is the Company's Consolidated
   Financial Statements, which is an excerpt from the Company's 1997
   Annual Report to Stockholders.

   Description of Business

                             Life Science

   The Life Science segment develops, manufactures, sells and
   services  electrophoresis, gene transfer, chromatography,
   immunoassay, imaging and image analysis products including
   specialty chemical and biological materials, separation and
   purification systems, laser scanning confocal microscopes and

                                   1

   

   accessories.  These products are used to separate, purify and
   analyze complex chemical mixtures and are sold to universities,
   private industry, government agencies and clinical and hospital
   laboratories.  They are used in biochemistry, molecular biology,
   cancer research, immunology, and other areas of life science and
   genetic research.  In addition, these products are sold to
   industrial and commercial customers, including pharmaceutical,
   biotechnology and food processing companies, for research and
   development, manufacturing and quality control applications.

                         Clinical Diagnostics

   The Clinical Diagnostics segment develops and manufactures
   automated test systems, test kits and specialized quality
   controls for the healthcare market.  Hospitals and clinical
   laboratories use these products to assist physicians in
   diagnosing and monitoring their patients.  Many of these products
   are based on innovative applications of technologies originally
   developed for life science research.  Bio-Rad also develops,
   manufactures and distributes controls for immunoassay testing,
   therapeutic drug monitoring and other applications.

                        Analytical Instruments

   Bio-Rad's Analytical Instruments segment develops, manufactures,
   sells and services FT-IR spectrometer systems, semiconductor
   measurement test and manufacturing instruments and spectral
   reference publications.  Purchasers of these products include
   government agencies, universities, research institutions and
   industrial companies.  These products are used in industrial and
   scientific research, in manufacturing and in quality control
   applications.

   Raw Materials and Components

   The Company utilizes a wide variety of chemicals, biological
   materials, electronic components, machined metal parts, optical
   parts, minicomputers and peripheral devices.  Most of these
   materials and components are available from numerous sources and
   the Company has not experienced difficulty in securing adequate
   supplies.

   Patents and Trademarks

   The Company owns numerous U.S. and international patents and
   patent licenses.  Bio-Rad believes, however, that its ability to
   develop and manufacture its products depends primarily on its
   know-how, technology and special skills.  Under several patent
   license agreements, Bio-Rad pays royalties on the sales of
   certain products.  Bio-Rad views these patents and license
   agreements as valuable assets, however, no individual agreement
   is of material importance to any segment or to the Company's
   business as a whole.

                                   2

   

   Seasonal Operations and Backlog

   The Company's business is not inherently seasonal, however, the
   European custom of concentrating vacation during the summer
   months usually has had a negative impact on third quarter sales
   volume and operating income.

   For the most part, the Company operates in markets characterized
   by short lead times and the absence of significant backlogs.  The
   Company produces several analytical instruments against an order
   backlog.  Management has concluded that backlog information is
   not material to the Company's business as a whole.

   Sales and Marketing

   Each of Bio-Rad's divisions maintains a sales force or works in
   conjunction with other divisions to sell its products on a direct
   basis.  Each sales force is technically trained in the
   disciplines associated with its products.  Sales are also
   generated  through direct mail advertising, exhibits at trade
   shows and technical meetings, and by extensive advertising in
   technical and trade publications.  Sales and marketing efforts
   are augmented by technical service departments that assist
   customers in effective product utilization and in new product
   applications.  Bio-Rad also produces and distributes technical
   literature and holds seminars for customers on the use of its
   products.

   Bio-Rad products are sold to a broad and diversified customer
   base.  In 1997, no single customer accounted for as much as 3% of
   Bio-Rad's total sales.  A number of the Company's customers,
   particularly in Life Science, are substantially dependent for
   their funding on government grants and research contracts.  A
   portion of the Analytical Instruments segment is dependent upon
   large semiconductor manufacturers; the loss of these customers or
   a severe downturn in the semiconductor market would have a
   detrimental effect on the results of the segment.

   Most of the Company's international sales are generated by
   wholly-owned subsidiaries and their branch offices in Australia,
   Austria, Belgium, Canada, Denmark, England, Finland, France,
   Germany, Hong Kong, Hungary, India, Israel, Italy, Japan, Korea,
   the Netherlands, New Zealand, Norway, People's Republic of China,
   Poland, Singapore, Spain, Sweden and Switzerland.  Certain of
   these subsidiaries also have manufacturing facilities.  While
   Bio-Rad's international operations are subject to certain risks
   common to foreign operations in general, such as changes in
   governmental regulations, import restrictions and foreign
   exchange fluctuations, the Company's international operations are
   principally in developed nations, which the Company regards as
   presenting no significantly greater risks to its operations than
   are present in the United States.

                                   3

   

   Competition

   Most markets served by Bio-Rad's product groups are competitive.
   Bio-Rad's competitors range in size from start-ups to large
   multi-nationals.  Reliable independent information on sales and
   market share of products produced by Bio-Rad's competitors is not
   generally available.  Bio-Rad believes, however, based on its own
   marketing information, that while some competitors are dominant
   with respect to certain individual products, no one company,
   including Bio-Rad, is dominant with respect to a material portion
   of any segment of Bio-Rad's business.

   Product Research and Development

   The Company conducts extensive product research and development
   activities in all areas of its business, employing  approximately
   350 people worldwide in these activities.  Research and
   development have played a major role in Bio-Rad's growth and are
   expected to continue to do so in the future.  New products and
   new applications for existing products are being developed
   continuously by Bio-Rad's researchers.  In its development and
   testing of new products and applications, Bio-Rad consults with
   scientific and medical professionals at universities, at
   hospitals and medical schools, and in industry.  Bio-Rad spent
   approximately $46.1 million, $39.6 million and $34.7 million on
   R&D activities during the years ended December 31, 1997, 1996 and
   1995, respectively.

   Regulatory Matters

   Certain of the Company's products (primarily diagnostic products)
   are subject to regulation  in the United States by the Center for
   Devices and Radiological Health of the United States Food and
   Drug Administration (FDA) and in other jurisdictions by state and
   foreign government authorities.  FDA regulations require that
   some new products have pre-marketing approval by the FDA and
   require certain of Bio-Rad's products to be manufactured in
   accordance with "good manufacturing practices," to be extensively
   tested and to be properly labeled to disclose test results and
   performance claims and limitations.

   As a multinational manufacturer and distributor of sophisticated
   instrumentation equipment, Bio-Rad must meet a wide array of
   electromagnetic compatibility and safety compliance requirements
   to satisfy regulations in the United States, the European
   Community and other jurisdictions.  The Company is also subject
   to government regulation of the use and handling of radioactive
   materials and controlled substances.  The Company believes it is
   in compliance with these and other regulations.

                                   4

   

   Certain of the Company's production processes involve the use of
   materials whose use is subject to federal, state and local
   environmental regulations. The Company regularly evaluates its
   processes and procedures to ensure compliance with applicable
   environmental standards and regulations.  Although, from time to
   time, modification of processes and procedures may be required
   which will require additional capital expenditures, the Company
   presently believes that any such expenditures will have no
   material adverse effect on the future results of operations or
   the financial position of the Company.

   Employees

   At December 31, 1997, Bio-Rad had approximately 2,650 full-time
   employees.  Fewer than 8% of Bio-Rad's employees are covered by a
   collective bargaining agreement which will expire on October 31,
   1998.   Bio-Rad considers its employee relations in general to be
   good.

   ITEM 2. PROPERTIES

   Bio-Rad owns its Corporate headquarters located in Hercules,
   California.  The principal manufacturing and research locations
   for each segment are as follows:

     Life Science           Richmond, California        Owned/Leased
                            Hercules, California        Owned
                            Hemel Hempstead, England    Leased
                            Milan, Italy                Leased

     Clinical Diagnostics   Hercules, California        Owned/Leased
                            Irvine, California          Leased
                            Munich, Germany             Leased
                            Nazareth-Eke, Belgium       Leased

     Analytical Instruments Cambridge, Massachusetts    Owned
                            York, England               Owned
                            Philadelphia, Pennsylvania  Owned

   Most manufacturing and research facilities also house
   administration, sales and distribution activities for the
   segment.

   In addition, the Company leases office and warehouse facilities
   in California, Colorado, Florida, New Mexico, Australia, Austria,
   Belgium, Canada, Denmark, England, Finland, France, Germany, Hong
   Kong, Hungary, India, Israel, Italy, Japan, Korea, the
   Netherlands, New Zealand, Norway, People's Republic of China,
   Poland, Singapore, Spain, Sweden and Switzerland.  These
   facilities are used principally for administration, sales,
   service and distribution for all three segments.

                                   5

   

   The Company has leased space in California, New York, Canada and
   England that is not currently being utilized.  For the most part,
   reserves for future lease payments were recorded at the time the
   Company stopped using these facilities.  The Company has
   subleased or is attempting to sublease these properties.

   The Life Science segment's northern California distribution and
   instrument manufacturing facility lease expires late in 1998 and
   may require a major investment.  The Company is reviewing several
   options including relocating and leasing, or constructing a
   facility on its Hercules campus.  All other facilities are
   believed to be adequate to support the Company's current and
   anticipated production requirements.  Historically, adequate
   space to expand sales and distribution channels has been
   available and is leased as needed.

   ITEM 3.  LEGAL PROCEEDINGS

   Note 13, "Legal Proceedings," appearing on page 21 of Exhibit
   13.1 is incorporated herein by reference.

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   There were no matters submitted to a vote of the Company's
   security holders during the fourth quarter of the fiscal year
   covered by this report.

                              P A R T  II

   ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
            STOCKHOLDER MATTERS

   Note 17, "Information Concerning Common Stock," appearing on
   pages 25 and 26 of Exhibit 13.1 is incorporated herein by
   reference.

   ITEM 6.  SELECTED FINANCIAL DATA

   The table headed "Summary of Operations" appearing on page 1 of
   Exhibit 13.1 is incorporated herein by reference.

   ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS

   The section headed "Management's Discussion and Analysis of
   Results of Operations and Financial Condition" appearing on pages
   28 through 33 of Exhibit 13.1 is incorporated herein by
   reference.

   ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   The Report of Independent Public Accountants and the Consolidated

                                   6

  

   Financial Statements and Notes thereto appearing on pages 2
   through 27 of Exhibit 13.1 are incorporated herein by reference.

   ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE
   None.

                              P A R T  III

   ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   The sections labeled "Election of Directors" and "Section 16(a)
   Beneficial Ownership Reporting Compliance" of the definitive
   Proxy Statement mailed to stockholders in connection with the
   1998 Annual Meeting of Stockholders (the 1998 Proxy Statement)
   are incorporated herein by reference.

   ITEM 11.  EXECUTIVE COMPENSATION

   The sections labeled "Executive Compensation and Other
   Information," "Compensation of Directors," "Compensation
   Committee Interlocks and Insider Participation," "Report of the
   Compensation Committee of the Board of Directors" and "Stock
   Performance Graph" of the 1998 Proxy Statement are incorporated
   herein by reference.

   ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT

   The section labeled "Principal and Management Stockholders" of
   the 1998 Proxy Statement is incorporated herein by reference.

   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   The section labeled "Compensation of Directors" of the 1998 Proxy
   Statement is incorporated herein by reference.

                                   7

   

                              P A R T  IV

   ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
             FORM 8-K

   (a) 1. Index to Financial Statements

          The following Consolidated Financial Statements are
          included in the 1997 Annual Report and are incorporated
          herein by reference pursuant to Item 8:
                                                          Page in
                                                        Exhibit 13.1
          Consolidated Balance Sheets
          at December 31, 1997 and 1996                     2-3

          Consolidated Statements of Income
          for each of the three years in the
          period ended December 31, 1997                    4

          Consolidated Statements of Cash Flows
          for each of the three years in the period
          ended December 31, 1997                           5

          Consolidated Statements of Changes in
          Stockholders' Equity for each of the three
          years in the period ended December 31, 1997       6

          Notes to Consolidated Financial Statements        7-26

          Report of Independent Public Accountants          27

       2. Index to Financial Statement Schedule
                                                         Page in
                                                        Form 10-K

          Schedule II Valuation and Qualifying Accounts     9

          Report of Independent Public Accountants
          on Schedule II                                    10

          All  other financial  statement schedules  are  omitted because
          they  are not required  or because the  required information is
          included in the Consolidated  Financial Statements or the Notes
          thereto.

       3. Index to Exhibits

          The exhibits listed in the accompanying Index to Exhibits on
          pages 12 and 13 of this report are filed or incorporated by
          reference as part of this report.

   (b)  Reports on Form 8-K

          Bio-Rad  filed a Form 8-K dated December 5, 1997, reporting the
          acquisition of assets from  Chiron Diagnostics Corporation  and
          Chiron Corporation.

                                   8

   
                            BIO-RAD LABORATORIES, INC.

                 SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

                   Years Ended December 31, 1997, 1996 and 1995

                                  (In thousands)


   
   Reserve for doubtful accounts receivable
   
                                          Additions
                            Balance at    Charged to                  Balance
                            Beginning     Costs and                   at End
                              of Year      Expenses     Deductions    of Year
                                                         
                1997         $ 3,688       $ 1,088       $(1,402)    $ 3,374
                              ======        ======        ======      ======

                1996         $ 3,094       $   952       $  (358)    $ 3,688
                              ======        ======        ======      ======

                1995         $ 2,894       $   462       $  (262)    $ 3,094
                              ======        ======        ======      ======
   

   
   Valuation allowance for deferred tax assets
   
                                                        Deductions
                            Balance at                  Charged to    Balance
                            Beginning                   Costs and     at End
                             of Year     Additions       Expenses     of Year

                                                         
                1997         $ 5,572       $    -        $(2,287)    $ 3,285
                              ======        ======        ======      ======

                1996         $ 6,478       $    -        $  (906)     $5,572
                              ======        ======        ======      ======

                1995         $ 7,209       $    -        $  (731)    $ 6,478
                              ======        ======        ======      ======

   

                                   9

   

   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE II


   To the Stockholders and Board of Directors of
   Bio-Rad Laboratories, Inc.:


   We have audited in accordance with generally accepted auditing
   standards, the consolidated financial statements included in
   Bio-Rad Laboratories, Inc.'s annual report to stockholders
   incorportated by reference in this Form 10-K, and have issued our
   report thereon dated February 4, 1998.  Our audit was made for
   the purpose of forming an opinion on those statements taken as a
   whole.  The schedule listed in the index, Item 14(a)2, is the
   responsibility of the Company's management and 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 audit 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.


                                         /s/ Arthur Andersen LLP
                                             ARTHUR ANDERSEN LLP

   San Francisco, California,
     February 4, 1998

                                   10

   

                                      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.

                                            BIO-RAD LABORATORIES, INC.


                                            By:  /s/ Sanford S. Wadler
                                                  Sanford S. Wadler
                                                      Secretary

                                            Date:   March 26, 1998

   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 and on the dates indicated.

   Principal Executive Officer:

     /s/  David Schwartz         President and Director    March 26, 1998
        (David Schwartz)

   Principal Financial Officer:

     /s/  T. C. Chesterman       Vice President,           March 26, 1998
        (Thomas C. Chesterman)   Chief Financial Officer

   Principal Accounting Officer:

     /s/  James R. Stark         Corporate Controller      March 26, 1998
        (James R. Stark)

   Other Directors:

     /s/  James J. Bennett       Director                  March 26, 1998
        (James J. Bennett)

     /s/  Albert J. Hillman      Director                  March 26, 1998
        (Albert J. Hillman)

     /s/  Philip L. Padou        Director                  March 26, 1998
        (Philip L. Padou)

     /s/  Alice N. Schwartz      Director                  March 26, 1998
        (Alice N. Schwartz)

     /s/  Norman Schwartz        Director                  March 26, 1998
        (Norman Schwartz)

     /s/  Burton A. Zabin        Director                  March 26, 1998
        (Burton A. Zabin)

                                   11

   

                       BIO-RAD LABORATORIES, INC.
                           INDEX TO EXHIBITS
                              ITEM 14(a)3

   The following documents are filed as part of this report:
   Exhibit No.

   3.1       Restated Certificate of Incorporation, as of
             September 15, 1988. (1)

   3.2       Bylaws of the Registrant, as amended February 19,
             1980. (2)

   10.4      1994 Stock Option Plan. (3)

   10.5      Amended 1988 Employee Stock Purchase Plan. (4)

   10.6      Employees' Deferred Profit Sharing Retirement Plan
             (Amended and Restated effective January 1, 1997). (5)

   10.9      Credit Agreement dated as of February 18, 1994, by and
             among the Registrant, the Lenders and The First
             National Bank of Chicago, as agent. (6)

   10.9.1    Amendment dated as of September 30, 1994, to the Credit
             Agreement dated as of February 18, 1994, by and among
             the Registrant, the Lenders and The First National Bank
             of Chicago, as agent. (7)

   10.9.2    Amendment dated as of May 30, 1995, to the Credit
             Agreement dated as of February 18, 1994, by and among
             the Registrant, the Lenders and The First National Bank
             of Chicago, as agent. (7)

   10.9.3    Amendment dated as of July 10, 1996, to the Credit
             Agreement dated as of February 18, 1994, by and among
             the Registrant, the Lenders and The First National Bank
             of Chicago, as agent. (8)

   10.9.4    Amendment dated as of June 30, 1997, to the Credit
             Agreement as of February 18, 1994, by and among the
             Registrant, the Lenders and the First National Bank of
             Chicago, as agent. (5)

   10.10     Non-competition and employment continuation agreement
             with James J. Bennett. (9)

   10.11     Employment and non-compete agreement with Dr. Burton A.
             Zabin. (10)

   13.1      Excerpt from Annual Report to Stockholders' for the
             fiscal year ended December 31, 1997, (to be deemed
             filed only to the extent required by the instructions
             to exhibits for reports on Form 10-K).

   21.1      Listing of Subsidiaries.

                                      12

   

   23.1      Consent of Independent Public Accountants.

   27.1      Financial Data Schedule.

   ________________________________________________________________

   (1)       Incorporated by reference from the Exhibits to the
             Company's Form 10-K filing for the fiscal year ended
             December 31, 1992, dated March 26, 1993.

   (2)       Incorporated by reference from the Exhibits to the
             Company's Registration Statement on Form S-7
             Registration No. 2-66797, which became effective
             April 22, 1980.

   (3)       Incorporated by reference from the Exhibits to the
             Company's Form S-8 filing, dated April 28, 1994.

   (4)       Incorporated by reference from the Exhibits to the
             Company's Form S-8 filing, dated April 28, 1994.

   (5)       Incorporated by reference from the Exhibits to the
             Company's September 30, 1997, Form 10-Q filing dated
             November 13, 1997.

   (6)       Incorporated by reference from the Exhibits to the
             Company's Form 10-K filing for the fiscal year ended
             December 31, 1993, dated March 24, 1994.

   (7)       Incorporated by reference from the Exhibits to the
             Company's September 30, 1995, Form 10-Q filing dated
             November 3, 1995.

   (8)       Incorporated by reference from the Exhibits to the
             Company's September 30, 1996, Form 10-Q filing dated
             November 8, 1996.

   (9)       Incorporated by reference from the Exhibits to the
             Company's Form 10-K filing for the fiscal year ended
             December 31, 1996, dated March 26, 1997.

   (10)      Incorporated by reference from the Exhibits to the
             Company's June 30, 1997, Form 10-Q filing dated
             August 6, 1997.

                                   13