SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

                                    Form 10-Q


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

                     For the quarterly period ended June 30, 1997

             _____ 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 0-5556

                            CONSOLIDATED-TOMOKA LAND CO.

                (Exact name of registrant as specified in its charter)


            Florida                                    59-0483700

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

      149 South Ridgewood Avenue                         32114
        Daytona Beach, Florida                         (Zip Code)
(Address of principal executive offices)


                                  (904) 255-7558
            (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 and (2) has been subject to such filing
requirements for the past 90 days.

                                     Yes   X           No
                                         _____        _______

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
                                                              Outstanding
          Class of Common Stock                             August 1, 1997

           $1.00 par value                                    6,261,272    
               
                                            1







                              CONSOLIDATED-TOMOKA LAND CO.

                                         INDEX

                                                          Page No.

PART I - - FINANCIAL INFORMATION

     Consolidated Condensed Balance Sheets -
       June 30, 1997 and December 31, 1996                    3   

     Consolidated Condensed Statements of Income and
     Retained Earnings - Three Months Ended and
       Six Months Ended June 30, 1997 and 1996                4
            
     Consolidated Condensed Statements of Cash Flows - 
       Six Months Ended June 30, 1997 and 1996                5

     Notes to Consolidated Condensed Financial Statements   6-8

     Management's Discussion and Analysis of Financial
       Condition and Results of Operations                 9-12

PART II -- OTHER INFORMATION                                 13 

SIGNATURES                                                   14













                                         2




                               PART I -- FINANCIAL INFORMATION

                                 CONSOLIDATED-TOMOKA LAND CO.
                              CONSOLIDATED CONDENSED BALANCE SHEETS



 
                                                    (Unaudited)        
                                                      June 30,     December 31,
                                                        1997           1996
                                                     ----------   ------------- 
                                                              
ASSETS
Cash & Cash Equivalents                             $   322,620     $ 1,760,835
Investment Securities                                 1,013,744       1,396,415 
Notes Receivable                                     14,791,311      14,770,281 
Accounts Receivable                                   1,672,699       2,217,584 
Inventories                                             799,794         686,597 
Cost of Fruit on Trees                                2,302,006       2,179,989 
Real Estate Held for Development and Sale            14,597,791      14,499,495 
Net Investment in Direct Financing Lease                668,660         710,990 
Other Assets                                            319,040         354,473 
Property, Plant, and Equipment - Net                 18,867,120      21,095,863
                                                     ----------      ---------- 
     TOTAL ASSETS                                   $55,354,785     $59,672,522
                                                     ==========      ========== 
LIABILITIES
Accounts Payable                                    $   355,188     $   680,935 
Notes Payable                                        15,719,154      17,947,771 
Accrued Liabilities                                   4,218,192       3,651,507 
Deferred Income Taxes                                   406,930         406,930 
Income Taxes Payable                                         --       1,193,994
                                                     ----------      ---------- 
     TOTAL LIABILITIES                               20,699,464      23,881,137
                                                     ----------      ---------- 
    
SHAREHOLDERS' EQUITY
Common Stock                                          6,261,272       6,261,272 
Additional Paid-in Capital                            1,782,105       1,782,105 
Retained Earnings                                    26,611,944      27,748,008
                                                     ----------      ---------- 
     TOTAL SHAREHOLDERS' EQUITY                      34,655,321      35,791,385
                                                     ----------      ---------- 
     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $55,354,785     $59,672,522
                                                     ==========      ==========


See accompanying Notes to Consolidated Condensed Financial Statements.

                                      3








                         CONSOLIDATED-TOMOKA LAND CO.
      CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS
                                                      



                                              (Unaudited)                (Unaudited)
                                          Three Months Ended           Six Months Ended 
                                          ------------------       ----------------------   

                                         June 30,     June 30,       June 30,    June 30,
                                           1997         1996           1997        1996
                                        ----------   ----------    ----------   ---------
                                                                     
INCOME:
  Citrus Operations:
    Sales of Fruit and Other Income    $ 1,814,367  $ 4,618,325   $ 6,236,793 $ 9,787,226 
    Production and Selling Expenses    ( 1,558,959) ( 2,826,662)  ( 5,106,503)( 6,301,127)
                                        ----------   ----------    ----------  ---------- 
                                           255,408    1,791,663     1,130,290   3,486,099
                                        ----------   ----------    ----------  ----------
Real Estate Operations:
    Sales and Other Income               1,474,824      989,383     2,323,594   3,781,708   
    Costs and Other Expenses           (   748,794) (   849,636)  ( 1,542,423)( 2,051,201)
                                        ----------   ----------    ----------  ---------- 
                                           726,030      139,747       781,171   1,730,507
                                        ----------   ----------    ----------  ---------- 
  Profit On Sales of Undeveloped
   Real Estate Interests                    16,000        1,200        18,000       3,256 
                                        ----------   ----------    ----------  ----------  
  Interest and Other Income                531,906      650,156       830,540     822,471
                                        ----------   ----------    ----------   ---------  

General and Administrative Expenses    (   765,351) (   828,012)  ( 1,648,284)( 1,678,491)
                                        ----------    ---------    ----------  ----------
Income Before Income Taxes                 763,993    1,754,754     1,111,717   4,363,842    
Income Taxes                           (   247,979)  (  638,468)  (   369,399)( 1,598,680)
                                        ----------    ---------    ----------   ---------   

Net Income                                 516,014    1,116,286       742,318   2,765,162 

Retained Earnings, Beginning of Period  26,095,930   24,672,708    27,748,008  24,589,150
Dividends                                       --           --   ( 1,878,382)( 1,565,318)
                                        ----------   ----------    ----------  ----------
Retained Earnings, End of Period       $26,611,944  $25,788,994   $26,611,944 $25,788,994
                                        ==========   ==========    ==========  ========== 
PER SHARE INFORMATION:
  Average Shares Outstanding             6,261,272    6,261,272     6,261,272   6,261,272
                                        ==========   ==========    ==========  ==========
                                              
  Net Income Per Share                 $       .08  $       .18   $       .12 $       .44
                                        ==========   ==========    ==========  ========== 
  Dividends Per Share                  $        --  $        --   $       .30 $       .25
                                        ==========   ==========    ==========  ==========
 
See accompanying Notes to Consolidated Condensed Financial Statements.

                                       4
    


                         CONSOLIDATED-TOMOKA LAND CO.
               CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                                           


                                                             Unaudited 
                                                          Six Months Ended
                                                       ----------------------     
                                                       June 30,      June 30,
                                                        1997           1996
                                                       --------      --------   
                                                                               
CASH FLOW FROM OPERATING ACTIVITIES:
CASH RECEIVED FROM:
  Citrus Sales of Fruit and Other Income             $ 6,841,993  $ 8,682,366 
  Real Estate Sales and Other Income                   1,853,937    3,584,405 
  Sales of Undeveloped Real Estate Interests              18,000       46,027 
  Interest and Other Income                            1,110,260      246,016
                                                      ----------   -----------
   Total Cash Received from Operating Activities       9,824,190   12,558,814 
                                                      ----------   ----------
CASH EXPENDED FOR:
  Citrus Production and Selling Expenses               5,275,990    5,683,033 
  Real Estate Costs and Expenses                         809,761    1,180,318 
  General and Administrative Expenses                  1,326,206    1,270,255 
  Interest                                               635,924      765,913 
  Income Taxes                                         1,575,000    3,590,000
                                                      ----------   ---------- 
   Total Cash Expended for Operating Activities        9,622,881   12,489,519
                                                      ----------   ---------- 
   Net Cash Provided by Operating Activities             201,309       69,295
                                                      ----------   ----------            
CASH FLOW FROM INVESTING ACTIVITIES:
  Acquisition of Property, Plant, and Equipment       (  196,459) (   265,961)
  Net (Increase) Decrease in Investment Securities       382,671  (   190,975)
  Direct Financing Lease                                  42,330       40,259 
  Proceeds from Sale of Property, Plant,
    and Equipment                                      2,238,933    3,619,495
                                                      ----------   ----------  
    Net Cash Provided by Investing Activities          2,467,475    3,202,818 
                                                      ----------   ----------
CASH FLOW FROM FINANCING ACTIVITIES:
  Cash Proceeds from Notes Payable                            --    1,550,000 
  Payments on Notes Payable                          ( 2,228,617) ( 3,814,703)
  Dividends Paid                                     ( 1,878,382) ( 1,565,318)
                                                      ----------   ---------- 
    Net Cash Used in Financing Activities            ( 4,106,999) ( 3,830,021)  
                                                      ----------   ----------
Net Decrease In Cash & Cash Equivalents              ( 1,438,215) (   557,908)
Cash and Cash Equivalents at Beginning of Period       1,760,835    1,167,373
                                                      ----------   ---------- 
CASH AND CASH EQUIVALENTS AT END OF PERIOD           $   322,620 $    609,465
                                                      ==========  ===========

See accompanying Notes to Consolidated Condensed Financial Statements.
                                5
   

   
   
          NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
   
   1.    Principles of Interim Statements.  The following 
         unaudited condensed financial statements have been
         prepared pursuant to the rules and regulations of the
         Securities and Exchange Commission.  Certain information
         and note disclosures which are normally included in annual
         financial statements prepared in accordance with generally
         accepted accounting principles have been condensed or
         omitted pursuant to those rules and regulations.  The
         condensed financial statements reflect all adjustments which 
         are, in the opinion of the management, necessary to present
         fairly the Company's financial position and the results
         of operations for the interim periods.  The consolidated
         condensed format is designed to be read in conjunction
         with the last annual report. 
   
         The consolidated condensed financial statements include
         the accounts of the Company and its wholly owned
         subsidiaries.  Intercompany balances and transactions
         have been eliminated in consolidation.
   
   2.    Seasonal Operations.  The company's citrus operations involve
         a single-crop agricultural commodity and are seasonal in
         nature.  To a lessor extent, its forestry activities are
         seasonal in nature.  Accordingly, results for the six 
         months ended June 30, 1997 and 1996 are not necessarily
         indicative of results to be expected for the full year.
         Results of operations for the twelve months ended
         June 30, 1997 and 1996 are summarized as follows (in
         thousands):
   

                                   Twelve Months Ended June 30,
                                  ----------------------------------------------        
                                         1997                      1996
                                  ---------------------   -------------------------   
                                                    
                                 Revenues    Income       Revenues      Income
                                 --------  -----------    --------    -----------
                                                          
     Citrus Operations           $10,312    $ 1,656     $ 12,833      $   3,634
     Real Estate Operations        6,184      2,523        8,967          4,190 
     General Corporate & Other     6,531      3,174        6,183          2,884 
                                  ------      ------      ------         ------
      Total Revenues             $23,027                 $27,983
                                  ======                  ======
     Income Before Income Taxes               7,353                      10,708 
     Income Taxes                           ( 2,773)                    ( 4,039)
                                             ------                      ------
     Net Income                             $ 4,580                   $   6,669
                                             ======                      ====== 

   3.   Common Stock and Earnings Per Common Share.  Primary earnings
        per share are based on the average number of common shares 
        and common share equivalents outstanding during the period. 
        Primary and fully diluted earnings per share are the same 
        for the periods.
                                     6
   
   
         In February 1997, the Financial Accounting Standards Board
         issued Statement of Financial Accounting Standards No. 128
         "Earnings Per Share," (SFAS 128).  SFAS 128 establishes new
         standards for computing and presenting earnings per share (EPS).
         Specifically, SFAS 128 replaces the presentation of primary EPS
         with a presentation basic of EPS, requires dual presentation of
         basic and diluted EPS on the face of the income statement for
         all entities with complex capital structures and requires a
         reconciliation of the numerator and denominator of the basic
         EPS computation to the numerator and denominator of the diluted
         EPS computation.  SFAS 128 is effective for financial statements 
         issued for periods ending after December 15, 1997; earlier 
         application is not permitted.  EPS for the periods ended June 30,
         1997 and June 30, 1996 computed under SFAS 128 would not
         be different than that previously computed.
   
   
   4.    Notes Payable.  Notes payable consist of the following:
   


                                                       June 30, 1997
                                       --------------------------------------------    
                                                                      Due Within
                                              Total                    One Year
                                       -----------------            ---------------
                                                              
                                                          
      Consolidated-Tomoka Land Co.
      ----------------------------

      $7,000,000 Line of Credit           $        --                $        --
      Mortgages Payable                     9,304,698                    190,366
      Industrial Revenue Bonds              2,696,569                    301,083
                                           ----------                 ----------
                                           12,001,267                    491,449
                                           ----------                 ----------
      Indigo Group Ltd.
      -----------------
      Mortgages Payable                     3,717,887                     37,020
                                           ----------                 ----------   
                                            3,717,887                     37,020
                                           ----------                 ----------
      Total                               $15,719,154                $   528,469
                                           ==========                 ==========

   
   Indigo Group Ltd. ("IG LTD.") is a 100% owned limited partnership
   in the real estate business.  Included in notes payable is a 
   $2,517,887 mortgage note collateralized by developed real estate
   in a joint venture project.  IG Ltd's 50% partner is jointly 
   liable on the note.
   
   Payments applicable to reduction of principal amounts will be
   required as follows:
    
                                            7









                                Consolidated-      Indigo
                                  Tomoka           Group   
      Year Ending June 30,       Land Co.           Ltd.         Total         
      -------------------      -------------    ---------    -----------
                                                     
      1998                       $   491,449    $    37,020   $   528,469 
      1999                           628,497      2,480,867     3,109,364  
      2000                           682,839             --       682,839
      2001                           741,888             --       741,888
      2002                           806,056             --       806,056
      Thereafter                   8,650,538      1,200,000     9,850,538
                                  ----------      ---------    ----------
                                 $12,001,267    $ 3,717,887   $15,719,154
                                  ==========     ==========    ========== 
                                                  

                           
   
   In the first six months of 1997, interest totaled $739,767 of
   which $80,429 was capitalized to land held for development and
   sale.  Total interest for the six months ended June 30, 1996
   was $853,708, of which $87,795 was capitalized to land held
   for development and sale.   
   
   
   
   
   
   
   
   
   
                                   8

   
   
   
   
   MANAGEMENT'S DISCUSSION AND ANALYSIS
   
   The Management's Discussion and Analysis is designed to be
   read in conjunction with the financial statements and
   Management's Discussion and Analysis in the last annual report.
   
   RESULTS OF OPERATIONS
   
   Citrus Operation
   ----------------
   
   Profits from citrus operations for the second quarter of 1997 fell 86%
   compared to 1996's same period results.  This downturn in profits to
   $255,408, is directly attributable to a 63% reduction in fruit harvested
   and sold during the period, resulting in a 61% decrease in revenues. 
   Revenues of $1,814,367 were posted in the second period on total fruit
   volume of 185,303 boxes.  This compares to revenues of $4,618,325
   generated on fruit production of 495,785 boxes during 1996's second
   period.  Overall production and selling expenses declined 45% on the
   lower fruit volume.
   
   For the six month period ended June 30, 1997 a significant decline in
   citrus profitability was also experienced.  The $1,130,290 profit
   realized for the first six months of 1997 represents a 68% decrease from
   prior year income of $3,486,099.  Again lower volume accounts for the
   unfavorable results with revenues declining 36% on a 34% reduction in
   fruit volume.  Fruit volume for 1997 totaled 696,423 boxes compared to
   the 1,050,488 boxes produced during 1996's first six months. Unit fruit
   pricing was off in 1997 compared to one year earlier with both fresh and
   processed fruit contributing to the decline. The lower fruit volume also
   accounts for the 19% decrease in production and selling expenses for
   1997.  Negatively impacting 1997 expenses was a $312,000 decrease in
   handling credits which offset expenses.
   
   Real Estate Operations
   ----------------------
   
   Real estate operations posted a significant improvement for the second
   quarter of 1997, with profits of $726,030 recorded compared to $139,747
   recognized one year earlier.  The primary factor associated with these
   favorable results was the sale of 18 acres of commercial lands producing
   gross profits approximating $630,000.  This compares to no commercial
   land closings in 1996's second three month period.  Conversely, the six
   months to date profits from real estate operations of $781,171 represent
   a 55% decrease from prior year's $1,730,507.  This fall is the direct
   result of lower commercial sales volume as gross profits of $1,460,000
   were realized on the sale of  22 acres in 1996's first six months
   compared to the sale of 18 acres during the current year.
   
   The sale of the 70,000 square foot Mariner Village shopping center, which
   occurred in June 1996, and the December 1996 sale of a 21,000 square foot
   office building located in Daytona Beach, resulted in declines in
   revenues and profits from income properties in both the second quarter
   and year-to-date. Compared to one year earlier, revenues from income
   properties were down 38% and 35% for the quarter and six months,
   respectively, while net profit declined 51% and 64%, respectively.  
   
                                     9

   
   
   
   Forestry income rose 40% for the three month period to $186,000 and 4%
   for the six months ended June 30, 1997 to $368,000, as increased
   harvesting produced revenue growth of 39% and 5% for the two periods,
   respectively.  
   
   Subsurface revenue totaling $43,000 reflected an increase of 15% for the
   second three month period on additional mineral lease income, while
   higher oil royalties coupled with the additional mineral lease income led
   to a 59% gain in subsurface revenue to $101,000 for the six month period.
   
   General, Corporate and Other
   ----------------------------
   
   Interest and other income of $531,906 for the second quarter of 1997
   represents an 18% decrease compared to 1996's same period income of
   $650,156.  Results for 1996's second period include profits of $450,000
   recognized on the sale of the Mariner Village shopping center, while
   1997's income includes $250,000 posted on the sale of a Palm Coast office
   building.  For the first six months of 1997 interest and other income of
   $830,540 is in line with the $822,471 posted in 1996's six month period
   with interest on mortgage notes receivable from year end 1996 closings,
   providing an additional $170,000 in 1997 and investment interest rising
   slightly.
   
   Lower interest and salaries expense resulted in an 8% decrease in general
   and administrative expenses for the quarter and a 2% decline for the six
   months.
      
    
                                        10
   

   
   
   
   FINANCIAL POSITION
   ------------------
   
   The Company experienced a downturn in profitability for the six months
   ended June 30, 1997 when compared to 1996's first six months results. 
   Net income posted to date in 1997 amounted to $742,318, equivalent to
   $.12 per share, representing a 73% reduction from prior year income of
   $2,765,162, equivalent to $.44 per share.  The unfavorable results are
   attributable to lower citrus earnings, on decreased volume and pricing,
   along with reduced profits from commercial real estate activity.  Cash
   and cash equivalents decreased $1,438,215 for the first half of 1997,
   including the payment of dividends totaling $1,878,382 equivalent to $.30
   per share.  The dividend payment represents a 20% increase over dividends
   paid for the first six months of 1996 equivalent to $.25 per share.  Cash
   generated from operating activities amounted to $201,309, while cash
   realized from investing activities totaled $2,467,475 and $4,106,999 was
   used in financing activities, including the dividend payment.  Included
   in cash flow from investing activities was $2,238,933 generated on
   proceeds from sale of property, plant and equipment, primarily recognized
   on the sale of the 24,000 square foot office building in Palm Coast,
   Florida.  In turn the payoff of the mortgage on the building makes up the
   majority of the $2,228,617 of payments on notes payable included in the
   cash flow from financing activities.
   
   Company fruit harvesting for the 1996-1997 crop year was completed in
   late May.  Total production for the season amounted to 1,044,000 boxes,
   which represents 75% of the prior crop year's harvest.  The reduction is
   primarily due to the sale of older groves in previous years.  This volume
   will be replaced in future years by younger groves as they reach maturity
   and their fruit yield rises.  Overall Company groves are in excellent
   condition with the fruit sizing well for the coming season.  Outbreaks
   of the Mediterranean fruit fly and citrus canker have occurred in several
   areas in the state.  The state has commenced eradication programs and it
   appears the outbreaks are on their way to being contained at this time. 
   Company groves have not been affected by either the medfly or canker at
   this time and appear not to be in danger.  Pricing for both processed and
   fresh fruit remains relatively weak as the supply of fruit from both the
   United States and Brazil markets remains abundant.
   
   The efforts by the third party developer to obtain financing for the resort
   hotel, second golf course and clubhouse have been unsuccessful; thus,
   pending the approval of the City of Daytona Beach the Company is moving
   forward on the construction of the second golf course and clubhouse
   facilities at the Ladies Professional Golf Association mixed-use
   development.  Construction of the golf course will commence in early fall
   1997 while the clubhouse construction will begin the first quarter of
   1998.  Completion of both the golf course and clubhouse facilities are
   scheduled for summer of 1998.  The design and permitting of the golf
   course has been completed at this time.  The total cost of the combined
   projects will approximate $9 to $10 million, of which $2.5 million is
   projected to be spent the remainder of 1997.  The funds for the project
   will be provided from operations and if necessary external financing,
   including an existing line of credit.  The operation and management of
   not only the second golf course and clubhouse facilities, but also the
   first golf course and the operations currently in place, will become the
   Company's responsibility upon approval by the City of Daytona Beach.  
   
                                      11

   
   
   Commercial sales activity in and around the LPGA development remains
   strong with several parcels under contract for closing in 1997 and future
   years.  During the second quarter the Company put 11,384 acres of its
   most western Volusia County lands under contract to St. Johns' River
   Water Management District at a price of $10,245,000.  The transaction is
   scheduled to close the end of 1997 with an option to move the closing to
   1998.  Included in the sales price is compensation for timber.  Although
   from an overall Company standpoint the impact will not be significant;
   profits in future years from Company forestry operations will be reduced
   due to the reduction in timber available for harvesting.
   
   The Company continues to add value through selective development, while
   disposing of assets not in near term plans.  Profitability for the near
   term looks bright, but depends on the conversion of commercial contracts
   into closings and a relatively stable citrus operating environment.    
       
   
   
                                      12
   
  
   
                                 
                PART II -- OTHER INFORMATION
   
   
   Item 1.     Legal Proceedings
               There are no material pending legal proceedings to which 
               the Company or its subsidiaries is a party.
   
   Items 2 through 3.
               Not Applicable
   
   
   Item 4.     Submission of matters to a vote of security holders.
   
               
   Item 5.     Not Applicable
   
   Item 6.     Exhibits and Reports on Form 8-K
   
               (a)  Exhibits
                    Exhibit (11) - Computation of Earnings
                                   Per Common Share
   
   
                    Exhibit (27) - Financial Data Schedule
   
               (b)  Reports on Form 8-K
                    
                    No reports on Form 8-K were filed by the
                    Company during the quarter covered by 
                    this report.
   
    
   
                                13
   

   
 
   
                               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.
   
   
   
   
   
                                  CONSOLIDATED-TOMOKA LAND CO.
                                         (Registrant)
   
   
   
   Date:  August 8, 1997          By:  /s/ Bob D. Allen
                                      ---------------------
                                      Bob D. Allen
                                      President & Chief
                                      Executive Officer   
   
   
   
   
   
   
   Date:  August 8, 1997          By:  /s/  Bruce W. Teeters
                                      -----------------------
                                      Bruce W. Teeters
                                      Sr. Vice President-
                                      Finance & Treasurer         
                                                                          
                         
  
   
                                     14
   
   
   

      
   
                             EXHIBIT INDEX
   
   
                                                           Page No.
                                                          ----------
   
   No. 11    Computation of Earnings Per Common Share         15           
                
   No. 27    Financial Data Schedule                          16 
   
   
                               15
   

   
   

                                    EXHIBIT 11

                       CONSOLIDATED-TOMOKA LAND CO. AND SUBSIDIARIES
                         COMPUTATION OF PRIMARY AND FULLY DILUTED
                                EARNINGS PER COMMON SHARE



                                     For the Three Months Ended   For the Six Months Ended
                                     --------------------------   ------------------------
                                      June 30,     June 30,       June  30,     June 30,
                                       1997           1996          1997          1996
                                     --------      ---------     ---------     ---------
                                                                             

PRIMARY EARNINGS PER SHARE     

  NET INCOME                          516,014      1,116,286       742,318     2,765,162
                                    =========      =========     =========     =========

  WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                6,261,272      6,261,272     6,261,272     6,261,272

COMMON SHARES APPLICABLE TO STOCK
 OPTIONS USING THE TREASURY STOCK 
 METHOD AT AVERAGE MARKET PRICE FOR
  THE PERIOD                           66,571         89,604        66,877        89,604
                                    ---------      ---------     ---------     ---------
TOTAL PRIMARY SHARES                6,327,843      6,350,876     6,328,149     6,350,876
                                    =========      =========     =========     ========= 
PRIMARY EARNINGS PER COMMON
 SHARE                                  $0.08          $0.18         $0.12         $0.44
                                    =========      =========     =========     =========


FULLY DILUTED EARNINGS PER
 SHARE
  
 TOTAL PRIMARY SHARES               6,327,843      6,350,876     6,328,149     6,350,876

COMMON SHARES APPLICABLE TO STOCK
 OPTIONS IN ADDITION TO THOSE
 USED IN PRIMARY COMPUTATION
 DUE TO USE OF THE HIGHER OF
 AVERAGE MARKET PRICE OR PERIOD
 END MARKET PRICE                         306         18,244            --        18,244
                                    ---------      ---------     ---------     ---------
TOTAL FULLY DILUTED SHARES          6,328,149      6,369,120     6,328,149     6,369,120
                                    =========      =========     =========     =========

FULLY DILUTED EARNINGS PER SHARE        $0.08          $0.18         $0.12         $0.44
                                    =========      =========     =========     =========  

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