UNICO, INC.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 1996 AND 1995

1.   BASIS OF PRESENTATION

     The interim consolidated financial statements at June 30, 1996 and for 
     the three month and six month periods ended June 30, 1996 and 1995 are 
     unaudited, but include all adjustments which the Company considers 
     necessary for a fair presentation. The December 31, 1995 balance sheet 
     was derived from the Company's audited financial statements.

     The accompanying unaudited financial statements are for the interim 
     period and do not include all disclosures normally provided in annual 
     financial statements and should be read in conjunction with the 
     Company's audited financial statements. The accompanying unaudited 
     interim financial statements for the six month period ended June 30, 
     1996 are not necessarily indicative of the results which can be 
     expected for the entire year.
     
2.   COMMITMENTS & CONTINGENCIES

     Prior to 1995, the Florida Department of Revenue issued a Notice of 
     Intent to levy additional sales taxes with penalty and interest charges 
     totaling approximately $480,000 against the Company's subsidiary, 
     Cal-Central Marketing Corporation. A liability for a portion of this 
     matter was recorded by Cal-Central and was included in other long-term 
     liabilities in the financial statements at December 31, 1994. 
     Subsequent to December 31, 1995, written settlement was reached with 
     Florida authorities whereby Cal-Central agreed to a payout of $35,000, 
     payable at $5,000 per quarter, over seven quarters beginning in June 
     1996. The agreed to amount is recorded as a liability at December 31, 
     1995 and June 30, 1996.
     
     The Company is exposed to various other legal matters encountered in 
     the normal course of business. In the opinion of management, the 
     resolution of these matters will not have a material adverse effect on 
     the Company's consolidated financial position or results of operations.

3.   INCOME TAXES

     The Company accounts for income taxes in accordance with the provisions 
     of Statement of Financial Accounting Standards No. 109, "Accounting for 
     Income Taxes" ("SFAS 109"), deferred tax assets or liabilities are 
     computed on the difference between the financial statement and income 
     tax bases of assets and liabilities ("temporary differences") using the 
     enacted marginal tax rate. Deferred income tax expenses or benefits are 
     based on the changes in the deferred tax asset or liability from period 
     to period.




     Management has determined that it is not more likely than not the 
     Company will be able to realize all the tax benefits from available net 
     operating loss carryforwards and has, therefore, provided a valuation 
     allowance of an equal amount. The deferred income tax expense of 
     $17,667 for the six month period and the $9,000 for the quarter ended 
     June 30, 1996 reflected in the respective Statement of Operations 
     represents state income taxes payable by the Company's subsidiary, 
     United Coupon Corporation on profits that are not impacted by the net 
     operating loss carryforwards.
     
4.   SUBSIDIARY RESTRUCTURING
     
     The Company acquired Cal-Central Marketing Corporation as a wholly 
     owned subsidiary on October 27, 1993. Operating profitability and cash 
     flow for the subsidiary have been below management's expectations and 
     anticipated potential since the acquisition. During the third quarter 
     of 1995, management determined that it was in the best interest of the 
     shareholders and the Company to close the Fort Lauderdale, Florida 
     facility and consolidate all art and printing functions for Cal-Central 
     into the Company's newly expanded facility in Springfield, Virginia. 
     This transition was accomplished during December 1995, and a 
     restructuring charge of $772,433 was recorded during 1995 to reflect 
     initial costs associated with the restructuring.
     
     During the quarter ended March 31, 1996, the Company further evaluated 
     the collectibility of remaining accounts receivable of Cal-Central, 
     including receivables related to advertising commitments completed 
     during the period. As a result of this review, the company recorded an 
     additional accounts receivable impairment of $520,000 related to the 
     restructuring of Cal-Central. Remaining accounts receivable of 
     Cal-Central, deemed to be collectible following this additional 
     impairment allowance, is $107,413.

5.   CORPORATE RESTRUCTURING

     On March 4, 1996, the Company entered into a Third Restated and Amended 
     Loan Agreement with BancFirst which provided for the renewal of the 
     Company's existing term and revolving credit facilities until January 
     31, 1997.
     
     In consideration of the plan to consolidate the corporate office 
     functions from Oklahoma City to the expanded offices of the Company in 
     Springfield, Virginia, the Company's Chairman, Chief Executive Officer 
     and President, W. Douglas Frans, and its Chief Financial Officer, Ted 
     W. Strickland, proposed to resign their positions following completion 
     of specific key objectives encompassing the bank restructuring and 
     annual audit. The Board of Directors approved this plan on March 22, 
     1996, and appointed Gerard R. Bernier, current Chief Executive Officer 
     and President of United Coupon Corporation, and Robert F. Pulliza, 
     former Executive Vice President and Chief Operating Officer of United 
     Coupon Corporation, as their respective successors. This transition of 
     corporate authority and relocation of corporate headquarters became 
     effective March 31, 1996.