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

FORM 10-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the fiscal year ended March 29, 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 No. 0-12719

GIGA-TRONICS INCORPORATED
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

California 94-2656341
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

4650 Norris Canyon Road, San Ramon, CA 94583
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number: (510) 328-4650

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

Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------

None None

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

Common Stock, No 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

The aggregate market value of voting stock held by non-affiliates of the
Registrant calculated on the closing average bid and asked prices as of May 16,
1997 was $20,351,772. For purposes of this determination only, directors and
officers of the Registrant have been assumed to be affiliates. There were a
total of 3,379,449 shares of the Registrant's Common Stock outstanding as of May
16, 1997.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents have been incorporated by reference into the
parts indicated:

PART OF FORM 10-K DOCUMENT
----------------- --------

PART II Registrant's ANNUAL REPORT TO
Items 5, 6, 7 and 8 SHAREHOLDERS for the fiscal year
ended March 29, 1997.

PART III Registrant's PROXY STATEMENT for
Items 10, 11, 12 and 13 its 1997 annual meeting of shareholders to
be filed no later than 120 days after the
close of the fiscal year ended March 29,
1997.

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PART I

The forward-looking statements included in this report, which reflect
management's best judgment based on factors currently known, involve risks and
uncertainties. Actual results could differ materially from those anticipated in
the forward-looking statements included herein as a result of a number of
factors, including but not limited to those discussed in Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
incorporated by reference to pages 17 through 18 of the Company's 1997 Annual
Report to Stockholders.

ITEM 1. BUSINESS

General and Business

The Company designs, manufactures and markets microwave and radio frequency
(RF) signal generation and power measurement instruments. These products are
used primarily in the design, production, repair and maintenance of commercial
telecommunications, radar, and electronic warfare.

In July 1996, Giga-tronics acquired ASCOR, Inc. in a transaction accounted
for by the pooling-of-interests method of accounting. ASCOR, located in Fremont,
California, designs, manufactures, and markets a line of switching and
connecting devices that link together many specific purpose instruments that
comprise a portion of automatic test systems. ASCOR offers a family of switching
and interface test adapters as standard VXI configured products, as well as
complete system integration services to the Automatic Test Equipment (ATE)
market.

The Company intends to broaden its product lines and expand its market,
both by internal development of new products and through the acquisition of
other business entities. From time to time, the Company considers a variety of
acquisition opportunities.

Recent Developments

The Company has entered into an Agreement and Plan of Reorganization, dated
as of June 6, 1997 (the "Reorganization Agreement"), by and among the Company,
GTV Acquisition Corp., a California corporation and wholly owned subsidiary of
Giga-tronics ("Acquisition Corp.") and Viking Semiconductor Equipment, Inc., a
California corporation ("Viking") which provides for the acquisition by the
Company of Viking through the merger (the "Merger") of Viking and Acquisition
Corp. The Merger will be accounted for as a pooling of interests and
accordingly, the historical accounts of Viking will be combined with those of
the Company as if they had always been merged. Viking is a privately-held
company in Fremont, California that designs, manufactures and markets optical
inspection equipment used to manufacture and test semiconductor devices.
Viking's products include die attachments, automatic die sorters, tape and reel
and wafer inspection equipment.

Pursuant to the Reorganization Agreement (i) Acquisition Corp. will be
merged with and into Viking and Viking will become a wholly owned subsidiary of
Giga-tronics; (ii) each share of Viking no par value Common Stock ("Viking
Shares") outstanding immediately prior to the Merger (other than Viking Shares
held by shareholders who have perfected and not withdrawn their right to seek

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appraisal of their shares under applicable California law) will be converted
into the right to receive a pro rata portion of an aggregate of 420,000 Shares
of Giga-tronics Common Stock to be issued in the Merger (the "Merger
Consideration"). The shares of Giga-tronics Common Stock to be issued in the
Merger will not be registered and thus will be generally restricted from resale
until at least the first anniversary of the closing of the Merger pursuant to
Rule 144 of the Securities Act of 1933.

The Merger will be effective at the time an Agreement of Merger is filed
with the Secretary of State of the State of California. Assuming all conditions
to the Merger are met or waived prior thereto, it is anticipated that the Merger
will be effective in June 1997.

Industry Segments

The Company operates primarily in one industry segment: electronic test
and measurement equipment.

Products and Markets

The Company produces signal sources, generators and sweepers, and power
measurement instruments for use in the microwave and RF frequency range (10 kHz
to 75 GHz). Within each product line are a number of different models and
options allowing customers to select frequency range and specialized
capabilities, features and functions. The end-user markets for these products
can be divided into three broad segments: commercial telecommunications, radar
and electronic warfare. The Company's instruments are used in the design,
production, repair and maintenance and calibration of other manufacturers'
products, from discrete components to complex systems.

The Company also produces switch modules, and interface adapters that
operate with a bandwidth from direct current (DC) to 18 GHz. The end-user
markets for these products are primarily related to electronic warfare, though
the VXI architecture may become more accepted by the telecommunications market.

Sources and Availability of Raw Materials and Components

Substantially all of the components required by the Company to make its
assemblies are available from more than one source. The Company occasionally
uses sole source arrangements to obtain leading-edge technology, favorable
pricing or supply terms. Although extended delays in delivering components could
result in longer product delivery schedules, the Company believes that its
protection against this possibility stems from its practice of dealing with
well-established suppliers and maintaining good relationships with such
suppliers.

Patents and Licenses

The Company attempts to obtain patents when appropriate. However, the
Company believes that its competitive position depends primarily on the creative
ability and technical competence of its personnel and the timely introduction of
new products rather than on the ownership or development of patents.

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The Company licenses certain instrument operating system software from
third parties. The Company believes, based on industry practice, that any
additional licenses necessary could be obtained on conditions which would not
have a materially adverse financial effect on the Company.

Seasonal Nature of Business

The business of the Company is not seasonal.

Working Capital Practices

The Company does not believe that it has any special practices or special
conditions affecting working capital items that are significant for an
understanding of its business.

Importance of Limited Number of Customers

In its early years, the Company had been a leading supplier of test
instruments to various U.S. Government defense agencies, as well as to their
prime contractors. Management anticipates sales to U.S. Government agencies will
remain significant in fiscal 1998, even though the outlook for defense-related
orders continues to be soft. Defense related agencies accounted for 37%, 42% and
36% of net sales in fiscal 1997, 1996 and 1995, respectively. Commercial
business accounted for 63%, 58%, and 64% of net sales in fiscal 1997, 1996 and
1995, respectively.

Backlog of Orders

On March 29, 1997, Giga-tronics had a backlog of approximately $5,007,000
compared to $8,854,000 at March 30, 1996. Orders for the Company's products
include program orders, from both the U.S. Government and defense contractors,
with extended delivery dates. Accordingly, the backlog of orders may vary
substantially from quarter to quarter and the backlog entering any single
quarter may not necessarily be indicative of sales for any period.

Backlog includes only those customer orders for which a delivery schedule
has been agreed upon between the Company and the customer and, in the case of
U.S. Government orders, for which funding has been appropriated. The Company
believes that essentially all of the year ending backlog will be shipped within
the next twelve months.

A portion of the year-end backlog consisted of U.S. Government contracts.
These contracts contain customary provisions permitting termination at the
convenience of the Government upon payment of a negotiated cancellation charge.
The Company never has experienced a significant contract termination.

Competition

The principal competitive factors in the marketing of microwave and RF test
instruments include product functionality, reliability and price. These products
compete mainly with Hewlett-Packard, Anritsu, Marconi and Rohde & Schwarz. The
principal competitive factors in the marketing of VXI switching interface
adapters include product modularity, density factor, quality and price. These
products compete mainly with Racal Dana, Hewlett Packard and Tektronix. The

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Company's competitors are larger and have greater financial, engineering and
marketing resources than the Company. Nonetheless, the Company believes that
within its chosen markets and applications, its products are fully competitive
with those of other manufacturers.

Product Development

Products of the type manufactured by the Company historically have had
relatively long product life cycles. However, the electronics industry is
subject to rapid technological changes at the component level. The future
success of the Company is dependent on its ability to steadily incorporate
advancements in semiconductor and related microwave component technologies into
its new products.

Product development expense was approximately $2,722,000, $2,726,000 and
$2,928,000 in fiscal 1997, 1996 and 1995, respectively. Activities included the
development of new products and the improvement of existing products. It is
management's intention to maintain expenditures for product development at
levels required to sustain its competitive position. All of the Company's
product development activities are internally funded and expensed as incurred.

Manufacturing

The assembly and testing of the Company's microwave, RF and power
measurement products is done at its San Ramon facility. The assembly and testing
of the Company's switching and connecting devices is done at its Fremont
facility.

Environment

To the best of its knowledge, the Company is in compliance with all
federal, state and local laws and regulations involving the protection of the
environment.

Employees

As of March 29, 1997, the Company employed 167 persons. Management believes
that the future success of the Company depends on its ability to attract and
retain skilled personnel. None of the Company's employees is represented by a
labor union, and the Company considers its employee relations to be
satisfactory.

Information about Foreign Operations

The Company sells to its international customers through a network of
foreign technical sales representative organizations. Sales to foreign customers
were approximately $8,237,000, $6,791,000 and $4,458,000 in fiscal 1997, 1996
and 1995, respectively.

The Company has no foreign-based operations or material amounts of
identifiable assets in foreign countries. Its gross margins on foreign and
domestic sales are similar. Management does not believe that foreign sales are
subject to materially greater risks than domestic sales.

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Outlook

Although the Company has achieved more balance between its defense and
commercial businesses, defense related orders remain important to the Company.
The outlook for such orders continues to be soft. If this trend were to
continue, shipments in the current year could fall short of plan with a
concurrent decline in earnings. However, the Company believes that growth can be
realized by maintaining an effective new product development program,
aggressively pursuing new markets, and vigorously competing for defense
business. In addition, the Company intends to broaden its product lines and
expand its markets through the acquisition of other business entities.
Nevertheless, there is no assurance that increased research and development
spending and future acquisitions, if any, will lead to increased sales in the
near term.

ITEM 2. PROPERTIES

As of March 29, 1997, the Company's executive, marketing, sales and
engineering offices and manufacturing facilities for its microwave and RF signal
generator and power measurement products are located in approximately 47,000
square feet in San Ramon, California, which the Company occupies under a lease
agreement expiring December 31, 2006.

The Company's executive, marketing, sales and engineering offices and
manufacturing facilities for its switching and connecting devices are located in
approximately 12,160 square feet in Fremont, California, under a lease expiring
on January 31, 1998.

ITEM 3. LEGAL PROCEEDINGS

As of March 29, 1997, the Company has no pending legal proceedings.

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

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended March 29, 1997. Executive Officers of the
Company are listed on page 15 of this Form 10-K.

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PART II

The Registrant's Annual Report to Shareholders for the year ended March 29,
1997, is filed as Exhibit 13.0 with the Form 10-K (the "1997 Annual Report").
The information responsive to Items 5, 6, 7 and 8, which is contained in the
1997 Annual Report, is specifically incorporated by reference in this Form 10-K.
With the exception of such information, the 1997 Annual Report is not deemed
filed as part of this report.

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

Incorporated by reference from the 1997 Annual Report, see "Common Stock
Market Prices" which appears on page 32.

ITEM 6. SELECTED FINANCIAL DATA

Incorporated by reference from the 1997 Annual Report, see "Selected
Financial Data" which appears beginning on page 31.

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

Incorporated by reference from the 1997 Annual Report, see "Management's
Discussion and Analysis" which appears on pages 17 and 18.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following items which appear in the 1997 Annual Report are incorporated by
reference:

Consolidated Balance Sheets.........................page 19
Consolidated Statements of Operations...............page 20
Consolidated Statements of Shareholders' Equity.....page 21
Consolidated Statements of Cash Flows...............page 22
Notes to Consolidated Financial Statements..........page 23
Independent Auditor's Report........................page 30

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.

Not applicable.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding directors of the Company is set forth under the
heading "Election of Directors" of the Company's Proxy Statement for the 1997
Annual Meeting of Shareholders, incorporated herein by reference. This Proxy
Statement is to be filed no later than 120 days after the close of the fiscal
year ended March 29, 1997.

ITEM 11. EXECUTIVE COMPENSATION

Information regarding the Company's compensation of its executive officers
is set forth under the heading "Executive Compensation" of the Proxy Statement,
incorporated herein by reference. This Proxy Statement is to be filed no later
than 120 days after the close of the fiscal year ended March 29, 1997.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information regarding security ownership of certain beneficial owners and
management is set forth under the heading "Stock Ownership of Certain Beneficial
Owners and Management" of the Proxy Statement, incorporated herein by reference.
This Proxy Statement is to be filed no later than 120 days after the close of
the fiscal year ended March 29, 1997.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not applicable.

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PART IV

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

(a)(1) Financial Statements

The following financial statements and schedules are filed or incorporated
by reference as a part of this report.

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

1997 Annual
Report to
Shareholders
Financial Statements (Page No.)
- -------------------- ----------

Consolidated Balance Sheets - 19
As of March 29, 1997 and
March 30, 1996

Consolidated Statements of Operations - 20
Years Ended March 29, 1997,
March 30, 1996 and March 25, 1995

Consolidated Statements of Shareholders' Equity - 21
Years Ended March 29, 1997,
March 30, 1996 and March 25, 1995

Consolidated Statements of Cash Flows - 22
Years Ended March 29, 1997,
March 30, 1996 and March 25, 1995

Notes to Consolidated Financial Statements 23-29

Independent Auditor's Report 30

Form 10-K
(a)(2) Schedules (Page No.)
----------

Report on Financial Statement Schedule and
Consent of Independent Auditors 13

Schedule II Valuation and Qualifying
Accounts 14

All other schedules are not submitted because they are not applicable or
not required or because the required information is included in the financial
statements or notes thereto.

Except for those portions thereof incorporated by reference in this Form
10-K, the 1997 Annual Report and the Proxy Statement are not to be deemed filed
as part of this report.

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(a)(3) Exhibits

Reference is made to the Exhibit Index which is found on pages 16 and
17 of this Form 10-K Report.

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the quarter ended March 29, 1997.

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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.

GIGA-TRONICS INCORPORATED

By /s/
-------------------------------
George H. Bruns, Jr.
Chairman of the Board and
Chief Executive Officer

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.

/s/ Chairman of the Board 6/9/97
- ----------------------- and Chief Executive Officer ------------------------
George H. Bruns, Jr. (Principal Executive Officer) (Date)

/s/ Acting Vice President, Finance 6/9/97
- ----------------------- and Chief Financial Officer ----------------------
George H. Bruns, Jr. (Date)

/s/ Controller 6/9/97
- ----------------------- (Principal Accounting Officer) ----------------------
Nyla R. Kientzler (Date)

/s/ Director 6/9/97
- ----------------------- ---------------------
James A. Cole (Date)

/s/ Director 6/9/97
- ----------------------- ---------------------
Edward D. Sherman (Date)

/s/ Director 6/9/97
- ----------------------- ---------------------
Robert C. Wilson (Date)

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Exhibit 23.0

REPORT ON FINANCIAL STATEMENT SCHEDULE AND CONSENT OF
INDEPENDENT AUDITORS

The Board of Directors and Shareholders
Giga-tronics Incorporated

The audits referred to in our report dated April 18, 1997, except as to
Note 11, which is as of June 6, 1997, included the related financial statement
schedule as of March 29, 1997 and March 30, 1996, and for the years ended March
29, 1997, March 30, 1996 and March 25, 1995, included in the registration
statement. This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
financial statement schedule based on our audits. In our opinion, such financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.

We consent to incorporation by reference in the registration statements
(Nos. 2-91843 and 33-85278) on Form S-8 of Giga-tronics Incorporated of our
reports included herein and incorporated herein by reference.

/s/
-------------------------------
KPMG Peat Marwick LLP

San Jose, California
June 9, 1997

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GIGA-TRONICS INCORPORATED
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

Column A Column B Column C Column D Column E
- ---------------------------------------------------------------------------------------

Balance at Charged to Charged to Balance
Beginning of Cost and Other Deductions at End
Description Period Expenses Accounts (Recoveries) of Period
- ---------------------------------------------------------------------------------------
$ $ $ $ $

Year ended March 29, 1997

Allowances deducted from assets:

Accounts receivable:
For doubtful accounts(1) 234,882 --- --- (740) 235,622
------------------------------------------------------------

Total 234,882 --- --- (740) 235,622
============================================================

Year ended March 30, 1996

Accounts receivable:
For doubtful accounts(1) 31,676 223,030 --- 19,824 234,882
------------------------------------------------------------

Total 31,676 223,030 --- 19,824 234,882
============================================================

Year ended March 25, 1995

Accounts receivable:
For doubtful accounts(1) 87,065 13,775 --- 69,164 31,676
------------------------------------------------------------

Total 87,065 13,775 --- 69,164 31,676
============================================================

(1) Reserve for accounts receivable collection exposure.

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GIGA-TRONICS INCORPORATED
CORPORATE EXECUTIVE OFFICERS

Name Age Position
---- --- --------

George H. Bruns, Jr. 78 Chairman of the Board and Chief Executive Officer

George H. Bruns, Jr. 78 Acting Vice President, Finance/Chief Financial Officer

Robert D. Geddes 54 Vice President, Marketing and Sales

Byron G. Flanders 61 Vice President, Manufacturing

Jeffrey T. Lum 50 President, ASCOR, Inc.

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GIGA-TRONICS INCORPORATED
INDEX TO EXHIBITS

2.1 Agreement and Plan of Reorganization, dated as of May 20, 1996 by and
among Giga-tronics Incorporated, ASCOR Acquisition Corp. and ASCOR,
Inc., previously filed on May 30, 1996, as Exhibit 2.1 to Form 10-K for
the fiscal year ended March 30, 1996.

2.2 Letter of Agreement between Giga-tronics Incorporated and ASCOR, Inc.,
dated May 20, 1996, as previously filed on May 30, 1996, as Exhibit 2.2
to Form 10-K for the fiscal year ended March 30, 1996.

2.3* Agreement and Plan of Reorganization, dated as of June 6, 1997, by and
among Giga-tronics Incorporated, GTV Acquisition Corp. and Viking
Semiconductor Equipment, Inc.

3.1 Articles of Incorporation of Registrant, as amended, previously filed
on May 6, 1983, as Exhibit 3.1 to Form S-1 registration, File No.
2-83581 (hereinafter "Form S-1"), and subsequently filed on July 3,
1991, as Exhibit 3.1 to Form 10-K for the fiscal year ended March 30,
1991, and incorporated herein by reference.

3.2* By-laws of Registrant, as amended, previously filed on May 6, 1983, as
Exhibit 3.2 to Form S-1, and subsequently filed on July 3, 1991, as
Exhibit 3.2 to Form 10-K for the fiscal year ended March 30, 1991.

10.4 1990 Restated Stock Option Plan and form of Incentive Stock Option
Agreement, previously filed on July 3, 1991, as Exhibit 10.4 to Form
10-K for the fiscal year ended March 30, 1991, and incorporated herein
by reference.

10.5 Standard form Indemnification Agreement for Directors and Officers,
previously filed on July 3, 1991, as Exhibit 10.5 to Form 10-K for the
fiscal year ended March 30, 1991, and incorporated herein by reference.

10.6 Proposal for Retired Officers' Health Insurance, previously filed on
July 3, 1991, as Exhibit 10.6 to Form 10-K for the fiscal year ended
March 30, 1991, and incorporated herein by reference.

10.7 Form Stock Option Agreement for Automatic Director Grants, previously
filed on July 3, 1991, as Exhibit 10.7 to Form 10-K for the fiscal year
ended March 30, 1991, and incorporated herein by reference.

10.8 Special One Time Option Grant to Robert Wilson, previously filed on
July 3, 1991, as Exhibit 10.8 to Form 10-K for the fiscal year ended
March 30, 1991, and incorporated herein by reference.

10.11 Asset Purchase and Licensing Agreement between John Fluke Mfg. Co.,
Inc. and Giga-tronics Incorporated dated June 3, 1993, previously filed
on June 23, 1993, as Exhibit 10.11 to Form 10-K for the fiscal year
ended March 27, 1993 and incorporated herein as reference.

10.12 Lease between Giga-tronics Incorporated and Calfront Associates for
4650 Norris Canyon Road, San Ramon, CA, dated December 6, 1993,
previously filed as an exhibit to Form 10-K for the fiscal year ended
March 26, 1994.

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11.0* Statement regarding Computation of Per Share Earnings. (See page 18 of
this Annual Report on Form 10-K.)

13.0* 1997 Annual Report to Shareholders.

23.0* Report of Financial Statement Schedule and Consent of Independent
Auditors. (See page 13 of this Annual Report on Form 10-K).

27.0* Financial Data Schedule

* Attached as exhibits to this Form 10-K.

EXHIBIT 11.0

GIGA-TRONICS INCORPORATED
COMPUTATION OF NET EARNINGS (LOSS) PER SHARE AND
COMMON SHARE EQUIVALENT

Loss per share is computed using the weighted average number of shares
outstanding. Earnings per share are computed using the weighted average number
of shares outstanding plus any incremental shares issuable upon exercise of
outstanding options under the treasury stock method.

YEAR ENDED
---------------------------------------
3/29/97 3/30/96 3/25/95
--------- --------- ---------

Weighted average number of
common shares outstanding:
Common Stock outstanding 3,360,941 3,295,316 3,259,447
Incremental Shares from Outstanding
Options (Treasury Stock Method) 50,339 64,876 ---
--------- --------- ---------
3,411,280 3,360,192 3,259,447
========= ========= =========

Net earnings (loss) $1,644,000 $1,740,000 ($867,000)
========= ========= =========

Earnings (loss) per share of
Common Stock $ 0.48 $ 0.52 ($ 0.27)
========= ========= =========