FORM 10-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995

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

Commission File No. 0-10894

ARNOLD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania 23-2200465
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

625 South Fifth Avenue, Lebanon, Pennsylvania 17042
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:
(717) 274-2521

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

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 Par Value (Title of Class)

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 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. [X]

The aggregate market value of the voting stock held by non-
affiliates of the registrant, computed by reference to the
closing sale price of such stock, as of March 19, 1996, was
$330,570,848.

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.

Class Outstanding at March 19, 1996
Common Stock 26,652,774

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's Annual Report to Stockholders for
the year ended December 31, 1995, and Registrant's definitive
proxy statement for the Annual Meeting of Stockholders to be held
on May 1, 1996, are incorporated into Parts II and III, respec-
tively, as set forth herein.

The total number of pages included in this report, including
the cover page, is 47. The exhibit index is located on
sequentially numbered page 17.

PART I

Item 1. BUSINESS

Arnold Industries, Inc. (hereinafter sometimes referred to
as "Arnold Industries" or the "Company") was incorporated on
February 1, 1982, under the laws of the Commonwealth of
Pennsylvania at the direction of the Board of Directors of New
Penn Motor Express, Inc. to become a holding company and to
effect the reorganization pursuant to which, through requisite
stockholder approval, New Penn Motor Express, Inc. became a
wholly owned subsidiary of Arnold Industries as of March 31,
1982. The Company is engaged in the trucking and warehousing
business.

The Company's business activities are primarily conducted by
four (4) operating subsidiaries. New Penn Motor Express, Inc.
("New Penn") is a less-than-truckload ("LTL") transportation
company. Lebarnold, Inc. ("Lebarnold") provides truckload ("TL")
service and, under the name Arnold Logistics, warehousing and
warehouse-related trucking operations. SilverEagle Transport,
Inc. ("SilverEagle"), acquired on March 23, 1992, utilizing the
pooling of interests method to account for the acquisition, is a
truckload carrier. DW Freight, Inc. ("DW"), acquired on
April 17, 1992, utilizing the purchase method to account for the
acquisition, is a truckload carrier. In 1995, New Penn, the
Company's LTL carrier, contributed approximately fifty percent
(50%) of the Company's Operating Revenue. The Company's three TL
carriers combined contributed forty-four percent (44%) and Arnold
Logistics, its warehousing and related trucking operations,
approximately six percent (6%).

NEW PENN MOTOR EXPRESS, INC.

New Penn maintains general offices in Lebanon, Pennsylvania,
and transports commodities by motor vehicle on a less-than-
truckload basis, operating primarily in interstate commerce in
New England and the Middle Atlantic states. The southeastern
United States, Indiana, Ohio and Quebec and Ontario, Canada, are
serviced through correspondent agreements with certain other
high-service carriers in each area. Certain areas in Canada,
including Montreal, are now serviced directly by New Penn.
Puerto Rico is serviced by New Penn land service in conjunction
with correspondent ocean service. Commodities transported
include paper products, food products, textiles, building prod-
ucts, metal products, pharmaceuticals, office equipment and
supplies, and wearing apparel.

New Penn operates from twenty-two (22) terminals from which
it also consolidates and distributes freight. It also utilizes a
correspondent's terminal in Puerto Rico.

Rates and Regulations

In common with other interstate motor carriers, New Penn is
subject to limited Federal economic regulation of its operations,
including the territories it serves and the commodities it
carries.

The ICC Termination Act of 1995, effective January 1, 1996,
abolished the Interstate Commerce Commission ("ICC") and the
traditional economic regulatory scheme administered by that
agency, and replaced it with significantly lessened economic
regulation, administered by the Federal Highway Administration
("FHWA").

To the extent rates and charges assessed by New Penn for
interstate transportation are published on behalf of New Penn by
regional tariff bureaus, such collectively published rates and
charges are exempt from the anti-trust laws. However, price
competition is now widespread, and such bureau-published rates
are of relatively little influence today.

As a result of Federal law enacted in the past two years,
neither interstate rates nor intrastate rates are filed with any
regulatory agencies. Changes in rates and charges may now be
effected without regulatory approval.

The FHWA also has jurisdiction over the qualification and
the maximum hours of service of drivers and the general safety of
operations and motor carrier equipment.

New Penn's operations are subject to limited regulation by
the states through which it operates.

Certificates

The authorized routes, territories, and commodities to be
transported for all property carriers by motor vehicle (except
carriers of exempt commodities) are determined by operating
authorities issued, in the case of interstate operations, either
by FHWA (or formerly by the ICC), and, in the case of intrastate
operations, by regulatory agencies of the individual states.
Operating authorities relating to the operations of New Penn have
been issued to it by the respective regulatory agencies having
jurisdiction. Recent legislation has greatly eased the
requirements for obtaining interstate and intrastate operating
authority.

Employees and Employee Relations

New Penn has approximately sixteen hundred (1,600) employees
(including its officers). Most of the hourly paid employees are
covered by contracts with the International Brotherhood of
Teamsters, Chauffeurs, Warehousemen, and Helpers of America
(Teamsters) effective April 1, 1994, through March 31, 1998.

Most of the contracts in the trucking industry are
negotiated on an industry-wide basis for three to four year
periods and contain uniform wage rates, fringe benefits, and
other working conditions applicable to all covered motor
carriers, including competitors of New Penn, subject to local
differences established in riders to the national contracts.

New Penn employs a sales staff of approximately sixty-five
(65) people, augmented by sales and related efforts of its four
(4) regional managers and twenty-three (23) terminal managers,
together with various other marketing and sales staff, to solicit
new business and to handle service programs with existing
customers.

Competition

The motor carrier industry is highly competitive,
particularly as a result of deregulation of Interstate Commerce
Commission operating authority. New Penn competes primarily with
other motor common carriers, motor contract carriers, private
transportation and railroads. A very substantial number of motor
carriers operate within the same areas served by New Penn. Some
of the competing carriers are larger than New Penn in terms of
tonnage handled and net worth. Furthermore, as a result of
deregulation, even more carriers may operate in interstate and
intrastate commerce in the same geographical territory in which
New Penn is currently operating.

New Penn believes the competitive position of a trucking
company depends upon rates as well as consistency and
dependability of service. Price cutting in the trucking industry
has become intense. Profitability depends upon New Penn's
ability to maximize utilization of revenue equipment and to
minimize handling costs.

LEBARNOLD, INC.

Lebarnold, Inc. has two primary operating divisions:
LebArnold (Trucking) and Arnold Logistics (Warehousing and
Related Trucking).

Lebarnold's trucking division has 48-state authority to
serve the general public, although its basic business, that of
truckload carriage, is conducted East of the Mississippi. The
main operating location for this division is in Camp Hill,
Pennsylvania, with another terminal located in Charlotte, North
Carolina. Lebarnold also conducts operations from a customer's
location in Dayton, Ohio, and a leased terminal near Albany, New
York. Most services are being performed in company-owned
equipment with company drivers, although in 1992 Lebarnold began
utilizing owner-operators to complement its fleet.

Arnold Logistics serves the assembly, distribution and
warehousing needs of its customers primarily from eight (8)
separate warehouses in four (4) operating locations with a total
capacity of approximately 2 million square feet. These
facilities are located in Camp Hill, Mountville and Mechanics-
burg, Pennsylvania, and Fort Worth, Texas. Arnold Logistics also
maintains approximately 300,000 square feet of warehouse in
Wilmington, North Carolina, presently leased to a third party.

Lebarnold, Inc. has approximately seven hundred sixty (760)
employees (including its officers).

SILVEREAGLE TRANSPORT, INC.

SilverEagle is a regional dry freight truckload carrier
based in Jacksonville, Florida. Its primary customer base is in
the food industry and it has terminals located in Florida,
Georgia, North Carolina, New York and Ohio. SilverEagle has
approximately seven hundred twenty (720) employees (including its
officers), but supplements these with owner/operators.

In January 1993, SilverEagle opened a terminal in Atlanta,
Georgia, to serve the greater Atlanta market (i.e., the area
within an approximate 250-mile radius of Atlanta) and to support
the SilverEagle linehaul fleet. In January 1995, Arnold
Industries, Inc., through its subsidiary, SilverEagle Transport,
Inc., acquired substantially all of the assets of T.W. Owens &
Sons Trucking, Inc., a Georgia corporation ("Owens"). Owens had
been providing transportation services as a truckload carrier in
Georgia, South Carolina and other southeastern states, as well as
in Ohio and New York. Substantial operating revenues of Owens
have involved food and beverage containers and building
materials.

DW FREIGHT, INC.

The primary operating unit of DW Freight, Inc. is Dalworth
Trucking Co. Dalworth is a truckload carrier based in Grand
Prairie, Texas. Its primary customer base is in the container
business (typically plastic and glass bottles and aluminum cans).
Its fleet consists primarily of 57' trailers--the largest in the
industry. This is a highly service-sensitive business where many
of the customers require same-day service. Dalworth's main area
of operation is in Texas and Oklahoma. However, there are a
total of ten states which allow 57' trailers, providing a
substantial area for growth of the Dalworth operations. Dalworth
has approximately three hundred eighty (380) employees but
supplements this with a substantial number of owner-operators.

In March 1994 Arnold Industries, Inc., through DW Ventures,
Inc., a sister corporation to Dalworth Trucking Co., acquired
substantially all of the assets of H.R. Hill, Inc., an Oklahoma
corporation, and certain related entities (collectively "Hill").
DW Ventures, Inc. did not assume any of Hill's liabilities in the
transaction. Hill had been providing transportation services as
a truckload carrier in Texas, Oklahoma, Louisiana, Arkansas and
other midwestern states primarily to serve the beverage and food
industries. Pursuant to the transaction, Arnold Industries
acquired Hill's warehousing facilities in Fort Worth, Texas, and
Hill's principal operating facility located in Muskogee,
Oklahoma.

GENERAL

Truckload carriers no longer file tariff rates with the ICC.
Lebarnold, SilverEagle and D.W. Freight trucking operations are,
in general, subject to regulation and competitive factors in
their respective areas of operation similar to that experienced
by New Penn.

Lebarnold, SilverEagle and D.W. Freight are not subject to
collective bargaining.

Item 2. PROPERTIES

Headquarters. Arnold Industries and New Penn maintain
executive and general offices at 625 South Fifth Avenue, Lebanon,
Pennsylvania 17042. Lebarnold, Inc. maintains its principal
office at 4410 Industrial Park Road, Camp Hill, Pennsylvania
17011. SilverEagle Transport, Inc.'s principal office is located
at 9523 Florida Mining Boulevard, Jacksonville, Florida 32257.
Dalworth Trucking Co.'s principal office is located at 3375 High
Prairie Avenue, Grand Prairie, Texas 75050. The companies own
their principal office locations.

Facilities. New Penn maintains general commodities terminal
facilities in twenty-two (22) cities situated in seven (7) states
and Quebec province. On December 31, 1995, seventeen (17) of the
terminals were owned by the Company or its subsidiaries and five
(5) were leased from unrelated parties. The terminals owned are
located as follows: Southington, CT; Elkridge, MD; Billerica,
MA; South Kearney, NJ; Trenton, NJ; Albany, NY; Cheektowaga, NY;
Maspeth, LI, NY; Rochester, NY; Camp Hill, PA; Lancaster, PA;
Cinnaminson, NJ; Neville Island, PA; Reading, PA; Dunmore, PA;
Milton, PA; and Cranston, RI. Leases for terminal sites in
Springfield, MA; Rock Tavern, NY; Syracuse, NY; Altoona, PA; and
Stanhope, Quebec, expire from time to time over the next several
years. Management believes the leases will be renewed or
replaced by other leases in the normal course of business. New
Penn also operates from a correspondent terminal in Cantano,
Puerto Rico.

Lebarnold owns and operates trucking terminals in Camp Hill,
Pennsylvania, and Charlotte, North Carolina. It also leases a
terminal in Selkirk, New York (near Albany), which it will renew
or replace in the normal course of business. Lebarnold owns and,
through Arnold Logistics, operates five (5) warehouse facilities
in two (2) locations, Camp Hill, Pennsylvania and Mechanicsburg,
Pennsylvania, totaling approximately 1,577,000 square feet.
Lebarnold also leases approximately 300,000 square feet of
additional warehouse space for Arnold Logistics' use in
Mountville, Pennsylvania. The lease runs to February 1998, and
will be renewed or replaced in normal course. In 1982, Lebarnold
acquired, from an unrelated third party, 90 acres near
Wilmington, North Carolina, on which are located approximately
320,000 square feet of warehouse space. This facility is
presently leased to an unrelated third party.

SilverEagle presently maintains seven (7) terminals to
support its operations. These are located in Jacksonville and
Jasper, Florida; Albany, Atlanta and Fairburn, Georgia;
Greensboro, North Carolina; and Newark, Ohio. The terminals in
Jacksonville, Jasper, Albany, Atlanta and Fairburn are owned by
SilverEagle. The remaining facilities are leased from unrelated
third parties. These leases expire from time to time over the
next several years. Management believes these leases will be
renewed or replaced in the normal course of business. The
terminals in Fairburn, Georgia, and Newark, Ohio, were added in
January 1995 with the acquisition of substantially all of the
assets of T.W. Owens & Sons Trucking, Inc.

Dalworth presently maintains five (5) terminal and/or drop-
off locations in, respectively, Grand Prairie, Texas; Houston,
Texas; Paris, Texas; Muskogee, Oklahoma, and Henryetta, Oklahoma.
Dalworth owns its facility in Grand Prairie, Texas. A Dalworth
affiliate presently owns the Paris, Texas and Muskogee, Oklahoma
facilities. The remaining facilities are all under current
leases with unrelated parties, which expire from time to time
over the next several years. Management believes these leases
will be renewed or replaced in the normal course of business. A
Dalworth affiliate also owns two warehouses totalling
approximately 150,000 square feet in the Ft. Worth, Texas area,
which are managed by Arnold Logistics.

Item 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings, other than
ordinary routine litigation incidental to the business of the
Company, to which the Registrant or its subsidiaries are party or
to which any of their property is subject.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE

PART II

Item 5. MARKET INFORMATION

There is incorporated herein by reference the information
appearing under the captions "Quarterly Performance" and "Price
Range Common Stock" on page 19 of the Registrant's Annual Report
to Stockholders for the year ended December 31, 1995. It is
anticipated that comparable cash dividends will continue to be
paid in the future.

The number of holders of record of the Company's common
stock as of March 18, 1995, was approximately 1,200. However,
the Company believes there are substantially more beneficial
owners of Company stock than reflected by the number of record
holders.

The Registrant's common stock is traded in the
over-the-counter market on the NASDAQ National Market System
under the symbol "AIND." Prices shown are the actual high and
low close for the periods given. The closing price of the
Company's common stock on March 19, 1996, was 16.

Item 6. SELECTED FINANCIAL DATA

There is incorporated herein by reference the information
appearing under the caption "Ten-Year Financial Summary" on pages
22-23 of the Registrant's Annual Report to Stockholders for the
year ended December 31, 1995.

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

There is incorporated herein by reference the information
appearing under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" on pages 20 and
21 of the Registrant's Annual Report to Stockholders for the year
ended December 31, 1995.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following consolidated financial statements of Arnold
Industries, Inc. and its subsidiaries, included on pages 11
through 17 of the Registrant's Annual Report to Stockholders for
the year ended December 31, 1995, are incorporated by reference
herein:

Consolidated Balance Sheets - December 31, 1995 and 1994.
Consolidated Statements of Income - Years Ended December 31,
1995, 1994 and 1993.
Consolidated Statements of Stockholders' Equity - Years
Ended December 31, 1995, 1994 and 1993.
Consolidated Statements of Cash Flows - Years Ended
December 31, 1995, 1994 and 1993.
Notes to Consolidated Financial Statements.

Also, there is incorporated herein by reference the "Report
of Independent Accountants" and information appearing under the
caption "Quarterly Performance" on pages 18 and 19, respectively,
of the Registrant's Annual Report to Stockholders for the year
ended December 31, 1995. The Company's write-off of intrastate
operating rights described in Note 12 to its Consolidated
Financial Statements (approximately $.02 per share) was recorded
in the Third Quarter of 1994.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

There is incorporated herein by reference the information
appearing under the captions "Directors" and "Executive Officers"
in the Registrant's definitive proxy statement for the Annual
Meeting of Stockholders on May 1, 1996.

There have been no events under the bankruptcy act, no
criminal proceedings and no judgments or injunctions during the
past five (5) years which would be material to an evaluation of
any Director or Executive Officer.

Item 11. EXECUTIVE COMPENSATION

There is incorporated herein by reference the information
appearing under the captions "Executive Officers", "Executive
Compensation and Other Benefits", "Performance Graph," "Report on
Executive Compensation" and "Compensation Committee Interlocks
and Insider Participation" in the Registrant's definitive proxy
statement for the Annual Meeting of Stockholders on May 1, 1996.

No other remuneration payments are proposed to be made in
the future, directly or indirectly, by or on behalf of Arnold
Industries and its subsidiaries, pursuant to any plan or
arrangement, to any Director or Executive Officer of the Company
except as disclosed above.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

There is incorporated herein by reference the information
appearing under the caption "Security Ownership of Directors,
Officers and Certain Beneficial Owners" in the Registrant's
definitive proxy statement for the Annual Meeting of Stockholders
on May 1, 1996.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There is incorporated herein by reference the information
appearing under the caption "Certain Transactions" in the Regis-
trant's definitive proxy statement for the Annual Meeting of
Stockholders on May 1, 1996.

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.

(a) (1) The following consolidated financial statements of
the registrant and its subsidiaries, included on pages 11
to 17 in the Registrant's Annual Report to Stockholders
for the year ended December 31, 1995 and the report of
independent accountants on page 18 of such report are
incorporated herein by reference in Item 8:

Financial statements:

Consolidated Balance Sheets - December 31, 1995 and 1994
Consolidated Statements of Income - Years Ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Stockholders' Equity - Years
Ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows - Years ended
December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements

Independent Accountants' Report

Selected Quarterly Financial Data - Years Ended
December 31, 1995 and 1994:

Quarterly performance data, included on page 19 in
the Registrant's Annual Report to Stockholders for
the year ended December 31, 1995, is incorporated
herein by reference.

(2) The following financial statement schedules for the
years 1995, 1994 and 1993 are submitted herewith:

Schedule II - Valuation and qualifying accounts
and reserves

Report of Independent Accountants

All other schedules are omitted because they are not
required, inapplicable or the information is otherwise
shown in the financial statements or notes thereto.

(3) Exhibits included herein:

Exhibit 3 - Articles of incorporation and bylaws
(Articles of Incorporation of the Company, as
amended, and By-laws of the Company (filed as
Exhibits 3.1 and 3.2 to Registrant's Form 10-K for
the fiscal year ended December 31, 1989, and
incorporated herein by reference).

Exhibit 13 - 1995 Annual Report to Stockholders

Exhibit 22 - Subsidiaries of the Registrant

Exhibit 24.1 - Consent of Coopers & Lybrand L.L.P.

Exhibit 27 - Financial Data Schedule

(b) Reports on Form 8-K

No reports on Form 8-K have been filed by the Registrant
during the last quarter of the period covered by this
report.

ARNOLD INDUSTRIES, INC. AND SUBSIDIARIES
Schedule II
Valuation and Qualifying Accounts and Reserves
for the years ended December 31, 1995, 1994 and 1993

Additions
Balance at Charged to Charged to Balance
beginning costs and other Deduc- at end
Description of period expenses accounts<F1> tions<F2> of year

Year ended December 31, 1995

Allowance for doubtful accounts $ 895,563 $ 589,513 $ 88,797 $ 465,822 $ 1,108,051

Estimated liability for claim $15,045,879 $12,765,543 - $12,458,631 $15,352,791

Year ended December 31, 1994

Allowance for doubtful accounts $ 883,725 $ 644,893 $ 62,086 $ 695,141 $ 895,563

Estimated liability for claims $13,388,882 $ 9,992,022 - $ 8,335,025 $15,045,879

Year ended December 31, 1993

Allowance for doubtful accounts $ 1,153,925 $ 251,661 $ 51,400 $ 573,261 $ 883,725

Estimated liability for claims $12,119,217 $10,642,375 - $ 9,372,710 $13,388,882

<FN>
<F1>
1 Recoveries
<F2>
2 Accounts deemed to be uncollectible and changed to allowance
for doubtful accounts and payments made for estimated liability
for claims.
</FN>

[Letterhead of Coopers & Lybrand L.L.P.]

Report of Independent Accountants

The Board of Directors
Arnold Industries, Inc.
Lebanon, Pennsylvania

Our report on the consolidated financial statements of Arnold
Industries, Inc. and Subsidiaries has been incorporated by
reference in this Form 10-K from page 18 of the 1995 Annual
Report to Stockholders of Arnold Industries, Inc. In connection
with our audits of such financial statements, we have also
audited the related financial statement schedule II included in
this Form 10-K. This supplementary financial statement schedule
is the responsibility of the Company's management. Our
responsibility is to express an opinion on this supplementary
financial statement schedule based on our audit.

In our opinion, the financial statement schedule referred to
above, when considered in relation to the basic financial
statement taken as a whole, presents fairly, in all material
respects, the information required to be included therein.

/s/ Coopers & Lybrand L.L.P.

COOOPERS & LYBRAND L.L.P.

One South Market Square
Harrisburg, Pennsylvania
February 24, 1996

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, on March 27, 1996.

ARNOLD INDUSTRIES, INC.

By /s/ E. H. Arnold
E. H. Arnold, President

By /s/ Paul L. Shiffler
Paul L. Shiffler, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the
report has been signed by the following persons in their capacities as
indicated below.

Name Date

/s/ E. H. Arnold March 27, 1996
E. H. Arnold
President and Director

/s/ Kenneth F. Leedy March 27, 1996
Kenneth F. Leedy
Executive Vice President and Director

/s/ Ronald E. Walborn March 27, 1996
Ronald E. Walborn
Treasurer and Director

/s/ Heath L. Allen March 27, 1996
Heath L. Allen
Secretary and Director

INDEX TO EXHIBITS

Sequential
Page No.

Exhibit 13 - 1995 Annual Report to Stockholders

Exhibit 22 - Subsidiaries of Registrant

Exhibit 24.1 - Consent of Coopers & Lybrand L.L.P.

Exhibit 27 - Financial Data Schedule