SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
_____________________
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from _______ to ______
Commission file number 1-7981
Full title of the Plan:
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
AGENTS' AND MANAGERS' THRIFT PLAN
Name of the issuer of the securities held pursuant to the Plan
and the address of its principal executive office:
AMERICAN GENERAL CORPORATION
2929 Allen Parkway
Houston, Texas 77019
<PAGE>
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AGENTS' AND MANAGERS' THRIFT PLAN
DECEMBER 31, 1996
Audited Financial Statements
Report of Independent Auditors ......................................... 1
Statements of Net Assets Available for Benefits ........................ 2
Statements of Changes in Net Assets Available for Benefits ............. 4
Notes to Financial Statements .......................................... 6
Schedules
Assets Held for Investment ............................................. 11
Reportable Transactions ................................................ 12
Signature Page ......................................................... 13
Appendix: Consent of Independent Auditors ............................. 15
<PAGE>
Report of Independent Auditors
Administrative Board
The Variable Annuity Life Insurance Company Agents' and Managers' Thrift Plan
We have audited the accompanying statements of net assets available for
benefits of the Variable Annuity Life Insurance Company Agents' and Managers'
Thrift Plan as of December 31, 1996 and 1995 and the related statements of
changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1996 and 1995, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment as of December 31, 1996 and reportable
transactions for the year then ended are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the financial statements. The fund information in the
statement of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in our audits of the financial statements and, in our opinion, are
fairly stated in all material respects in relation to the financial statements
taken as a whole.
ERNST & YOUNG LLP
Houston, Texas
May 20, 1997
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<PAGE>
<TABLE>THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AGENTS' AND MANAGERS' THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996
<CAPTION>
Non
Participant
Participant Directed Directed
Stock Cash Mutual Mutual Stock
Fund Fund Fund A Fund B Fund Total
<S>
<C> <C> <C> <C> <C> <C>
Assets
Investments at fair value
American General Corporation common
stock (1,747,421 shares) ............... $29,046,224 $ - $ - $ - $42,379,618 $71,425,842
The Variable Annuity Life Insurance
Company group deposit administration
contract ................................. - 1,317,443 - - - 1,317,443
The Variable Annuity Life Insurance
Company - Stock Index Fund
(293,055 shares) ......................... - - 6,669,924 - - 6,669,924
The Variable Annuity Life Insurance
Company - Timed Opportunity Fund
(24,805 shares) .......................... - - - 288,240 - 288,240
Short-term investments ..................... 94,386 10,734 23,387 7,771 - 136,278
Total investments ........................ 29,140,610 1,328,177 6,693,311 296,011 42,379,618 79,837,727
Receivables
Interest ................................. 988 51 128 41 - 1,208
Total receivables ...................... 988 51 128 41 0 1,208
Total assets ........................... 29,141,598 1,328,228 6,693,439 296,052 42,379,618 79,838,935
Liabilities
Payables
Excess contribution refunds .............. 338,348 24,514 181,754 - 606,965 1,151,581
Forfeitures .............................. - - - - 110,033 110,033
Total liabilities ...................... 338,348 24,514 181,754 0 716,998 1,261,614
Net assets available for benefits ............ $28,803,250 $1,303,714 $6,511,685 $296,052 $41,662,620 $78,577,321
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<PAGE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
</TABLE>
<TABLE>THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AGENTS' AND MANAGERS' THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
<CAPTION>
Non
Participant
Participant Directed Directed
Stock Cash Mutual Mutual Stock
Fund Fund Fund A Fund B Fund Total
<S>
<C> <C> <C> <C> <C> <C>
Assets
Investments at fair value
American General Corporation common
stock (1,669,657 shares) ............... $23,346,735 $ - $ - $ - $34,882,557 $58,229,292
The Variable Annuity Life Insurance
Company group deposit administration
contract ................................. - 1,280,035 - - - 1,280,035
American General Series Portfolio
Company - Stock Index Fund
(224,467 shares) ......................... - - 4,271,610 - - 4,271,610
American General Series Portfolio
Company - Timed Opportunity Fund
(16,701 shares) .......................... - - - 202,254 - 202,254
Short-term investments ..................... 138,126 9,470 47,906 6,123 - 201,625
Total investments ........................ 23,484,861 1,289,505 4,319,516 208,377 34,882,557 64,184,816
Receivables
Contributions ............................ 106 24 28 - 119 277
Interest ................................. 519 20,428 56 11 - 21,014
Total receivables ...................... 625 20,452 84 11 119 21,291
Total assets ........................... 23,485,486 1,309,957 4,319,600 208,388 34,882,676 64,206,107
Liabilities
Payables
Excess contribution refunds .............. 249,225 19,111 137,692 6,543 768,943 1,181,514
Forfeitures .............................. - - - - 135,476 135,476
Total liabilities ...................... 249,225 19,111 137,692 6,543 904,419 1,316,990
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<PAGE>
Net assets available for benefits ............ $23,236,261 $1,290,846 $4,181,908 $201,845 $33,978,257 $62,889,117
The accompanying notes are an integral part of these financial statements.
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<PAGE>
</TABLE>
<TABLE>THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AGENTS' AND MANAGERS' THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1996
<CAPTION>
Non
Participant
Participant Directed Directed
Stock Cash Mutual Mutual Stock
Fund Fund Fund A Fund B Fund Total
<S>
<C> <C> <C> <C> <C> <C>
Additions to net assets
Investment income
Dividends ............................... $ 893,360 $ - $ 150,680 $ 39,529 $ 1,311,970 $ 2,395,539
Interest ................................ 5,815 58,384 2,266 216 6,633 73,314
Net appreciation/(depreciation) in
fair value of investments ............. 4,144,014 - 969,034 (13,093) 6,093,354 11,193,309
Total investment income ............... 5,043,189 58,384 1,121,980 26,652 7,411,957 13,662,162
Contributions
Company's ............................... - - - - 1,817,635 1,817,635
Participants' ........................... 1,756,239 152,109 1,013,400 78,256 - 3,000,004
Total contributions ................... 1,756,239 152,109 1,013,400 78,256 1,817,635 4,817,639
Total additions ....................... 6,799,428 210,493 2,135,380 104,908 9,229,592 18,479,801
Deductions from net assets
Benefits
American General Corporation common
stock (69,031 shares) ................. 952,558 - - - 1,508,367 2,460,925
Cash .................................... 6,457 173,224 104,458 9,671 9,964 303,774
Forfeitures ............................... - - - - 26,898 26,898
Total deductions ...................... 959,015 173,224 104,458 9,671 1,545,229 2,791,597
Interfund transfers ......................... (273,424) (24,401) 298,855 (1,030) - 0
Net increase .......................... 5,566,989 12,868 2,329,777 94,207 7,684,363 15,688,204
Net assets available for benefits
Beginning of year ......................... 23,236,261 1,290,846 4,181,908 201,845 33,978,257 62,889,117
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<PAGE>
End of year ............................... $28,803,250 $1,303,714 $6,511,685 $296,052 $41,662,620 $78,577,321
The accompanying notes are an integral part of these financial statements.
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<PAGE>
</TABLE>
<TABLE>THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AGENTS' AND MANAGERS' THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1995
<CAPTION>
Non
Participant
Participant Directed Directed
Stock Cash Mutual Mutual Stock
Fund Fund Fund A Fund B Fund Total
<S>
<C> <C> <C> <C> <C> <C>
Additions to net assets
Investment income
Dividends .............................. $ 802,202 $ - $ 161,949 $ 10,533 $ 1,211,824 $ 2,186,508
Interest ............................... 3,830 61,958 834 88 3,973 70,683
Net appreciation in fair value of
investments .......................... 4,317,343 - 886,738 27,131 6,388,891 11,620,103
Total investment income .............. 5,123,375 61,958 1,049,521 37,752 7,604,688 13,877,294
Contributions
Company's .............................. - - - - 1,473,741 1,473,741
Participants' .......................... 1,837,887 155,742 832,483 66,922 - 2,893,034
Total contributions .................. 1,837,887 155,742 832,483 66,922 1,473,741 4,366,775
Total additions ...................... 6,961,262 217,700 1,882,004 104,674 9,078,429 18,244,069
Deductions from net assets
Benefits
American General Corporation common
stock (80,276 shares) ................ 938,836 - - - 1,217,913 2,156,749
Cash ................................... 8,220 28,022 69,756 3,595 6,535 116,128
Forfeitures .............................. - - - - 88,358 88,358
Total deductions ..................... 947,056 28,022 69,756 3,595 1,312,806 2,361,235
Interfund transfers ........................ (712,989) 726,793 7,790 (21,594) - -
Net increase ......................... 5,301,217 916,471 1,820,038 79,485 7,765,623 15,882,834
Net assets available for benefits
Beginning of year ........................ 17,935,044 374,375 2,361,870 122,360 26,212,634 47,006,283
-8-
<PAGE>
End of year .............................. $23,236,261 $1,290,846 $4,181,908 $201,845 $33,978,257 $62,889,117
The accompanying notes are an integral part of these financial statements.
</TABLE>
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<PAGE>
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AGENTS' AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES
The Variable Annuity Life Insurance Company Agents' and Managers' Thrift Plan
(the Plan) financial statements are prepared in conformity with generally
accepted accounting principles. The preparation of financial statements, in
accordance with generally accepted accounting principles, requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities. Ultimate results could differ from those estimates.
Investments in American General Corporation (American General) common stock
(Stock Fund) are based on published market prices. Fair values of other
investments not having an established market are reported as follows: 1)
investment in The Variable Annuity Life Insurance Company (VALIC, also
referred to as the Company) group deposit administration contract (Cash Fund)
at contract value, which represents contributions under the contract, plus
interest at the contract rate, less funds used to pay benefits; 2) investments
in the American General Series Portfolio Company (AGSPC) Stock Index (Mutual
Fund A) and Timed Opportunity (Mutual Fund B) Funds at net asset value, which
is based on the market value of underlying investments; and 3) short-term
investments at cost which approximates fair value. The contract value of the
group deposit administration contract approximates fair value because the
interest crediting rate is reset annually. AGSPC is an open-end management
investment company (mutual fund) whose investment adviser is VALIC.
Dividends are recorded as income on ex-dividend dates and interest income is
recorded using the accrual method of accounting.
Participants' accounts are credited monthly with the number of shares of
American General common stock or the number of shares in the AGSPC Stock Index
or Timed Opportunity Funds purchased and the cost thereof. Purchases under
the VALIC group deposit administration contract are also credited to the
participants' accounts at cost.
Contributions are recorded as income on the date they become payable to the
Plan.
Interfund transfers are recorded at the market value of the amount
transferred.
Benefits paid to participants and related forfeitures are recorded upon
distribution at the market value of the assets distributed or forfeited.
Benefits payable to participants are not accrued as liabilities in the
financial statements.
NOTE 2--DESCRIPTION OF THE PLAN
The following description of the Plan provides only general information. The
Plan document provides a more complete description of the Plan's provisions.
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<PAGE>
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AGENTS' AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE 2--DESCRIPTION OF THE PLAN--Continued
General
The Plan, which is subject to certain provisions of the Employee Retirement
Income Security Act of 1974, as amended (ERISA), is a defined contribution
plan offered to eligible agents and managers of VALIC who have completed at
least one year of service and have reached age twenty-one. The Plan provides
for participant elective salary deferrals (participant pretax contributions)
in accordance with Section 401(k) of the Internal Revenue Code of 1986, as
amended (IRC).
The cost of administering the Plan is paid by VALIC.
Investment Options
Participants may elect to have their contributions invested in one of four
funds or a combination of two funds. The funds invest in: 1) shares of
American General common stock (Stock Fund); 2) a group deposit administration
contract issued by VALIC (Cash Fund); 3) the AGSPC Stock Index Fund (Mutual
Fund A); or 4) the AGSPC Timed Opportunity Fund (Mutual Fund B). The Cash
Fund had a guaranteed rate of 5.5% through March 31, 1996; effective April 1,
1996 the rate changed to 6%. This rate is declared annually by VALIC and was
changed to 6.25% on April 1, 1997. The Company's contributions are invested
solely in the Stock Fund. Investments are held in a bank-administered trust
fund.
Contributions which have not been used to purchase investments in either the
Stock, Cash, or Mutual Funds are temporarily invested in money-market fund
investments. These investments are held in a bank-administered trust fund and
income from these investments is allocated to Plan participants based on
current contributions.
Contributions
Participants may contribute, on a pretax basis, a basic amount ranging from
one to six percent of base pay and an additional amount ranging from one to
four percent of base pay subject to the contribution limitations discussed
below. The Company contributes an amount ranging from 50 percent to 100
percent of the participants' basic contribution.
The Plan allows participants to change their contribution rate and investment
election for future contributions, as well as transfer all or part of their
account balances from one fund to another once a month.
Contribution Limitations
For 1996 and 1995, the total amount of participant pretax contributions is
limited to $9,500 and $9,240, respectively. Additionally, the total amount of
annual participant and Company contributions (including forfeitures) must not
exceed the lesser of 25 percent of compensation or $30,000. During 1995 and
1996, the total amount of base pay that can be considered under the Plan is
$150,000.
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<PAGE>
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AGENTS' AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE 2--DESCRIPTION OF THE PLAN--Continued
The IRC provides that plans such as the Variable Annuity Life Insurance
Company Agents' and Managers' Thrift and Retirement Plans cannot discriminate
in favor of highly compensated individuals. To comply with these laws,
certain highly compensated individuals in the Plan may receive refunds of
contributions in excess of IRC Sections 401(k)(3) and 401(m) limits for
employee pretax contributions and employer matching contributions, respective-
ly, and all earnings attributable to such contributions. Refunds will be made
from the VALIC Agents' and Managers' Retirement Plan to the extent possible.
Any amounts that cannot be refunded from the VALIC Agents' and Managers'
Retirement Plan will be refunded from the VALIC Agents' and Managers' Thrift
Plan. Amounts in excess of the limits discussed above are designated on the
Statement of Net Assets as "Payables - Excess contribution refunds". These
amounts will be refunded to the affected highly compensated participants on or
before the last day of the subsequent plan year to ensure the tax qualified
status of the Plan.
Participant Accounts
Each participant's account is credited with the participant's contributions
and an allocation of the Company's contributions and Plan earnings. Alloca-
tions of Plan earnings are based on participants' account balances. The
benefit to which a participant is entitled is the benefit that can be provided
from the participant's account.
Vesting
Participants are immediately vested in their contributions plus the earnings
thereon. A participant obtains a vested interest in the Company's contribu-
tions and the earnings thereon at the rate determined by years of service.
The vesting schedule is provided below:
Years of Service Nonforfeitable Percentages
0 - 3 0
3 20
4 40
5 60
6 80
7 100
Vesting of Company contributions shall be 100 percent upon death, disability,
or the attainment of normal retirement age.
Payment of Benefits
Upon termination of service, and if consented to by the participant (consent
only required if the total value, both vested and nonvested, of their account
exceeds $3,500 and the participant is under the age of 65), a participant will
receive a distribution equal to the vested value of his or her account. A
distribution must be made after a participant reaches age 70 1/2, regardless
of whether service has been terminated.
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<PAGE>
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AGENTS' AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE 2--DESCRIPTION OF THE PLAN--Continued
Direct Rollover
A participant may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the participant in a
direct rollover.
Forfeitures
Participants terminating employment shall forfeit their nonvested interest in
the Companies' contributions on the earlier of (1) the distribution of the
entire nonforfeitable portion of their account or (2) upon incurring a period
of severance equal to five consecutive one-year breaks in service. Forfei-
tures are available to reduce future Company contributions. Participants who
terminate and are re-employed with the Company before incurring five consecu-
tive one-year breaks in service are entitled to their nonvested or forfeited
amounts subject to certain provisions as stated in the Plan.
NOTE 3--PLAN TERMINATION
Although they have not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in their accounts.
NOTE 4--RECONCILIATION OF FINANCIAL STATEMENT TO FORM 5500
Benefits processed and approved for payment, but not paid as of December 31,
are recorded on Form 5500 but not in the financial statements.
The following is a reconciliation of net assets available for benefits per the
financial statements to Form 5500:
December 31,
1996 1995
Net assets available for benefits
per the financial statements $78,577,321 $62,889,117
Benefits payable to withdrawing
participants (374,110) (380,030)
Net assets available for benefits per
Form 5500 $78,203,211 $62,509,087
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<PAGE>
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AGENTS' AND MANAGERS' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
The following is a reconciliation of benefits paid to participants per the
financial statements to Form 5500:
Year Ended
December 31, 1996
Benefits paid to participants per the
financial statements
American General Corporation common stock $2,460,925
Cash 303,774
Total benefits paid to participants per
the financial statements 2,764,699
Benefits payable to withdrawing participants
at December 31, 1996 374,110
Benefits payable to withdrawing participants
December 31, 1995 (380,030)
Benefits paid to participants per Form 5500 $2,758,779
NOTE 5--FEDERAL INCOME TAXES
Based on a favorable determination letter dated December 8, 1995, the Internal
Revenue Service (IRS) has ruled that the Plan, as restated and amended
effective August 31, 1990, December 6, 1991, March 4, 1992, May 26, 1993,
December 6, 1993, and August 25, 1995, is qualified under Section 401(a) of
the IRC and, therefore, exempt under Section 501(a) from federal income taxes.
Once qualified, the Plan is required to operate in conformity with the IRC to
maintain its qualification. The Plan's administrators believe that the Plan
is designed and is currently being operated in compliance with the applicable
requirements of the IRC.
NOTE 6--SUBSEQUENT EVENT
Effective January 1, 1997, the Plan was amended to remove the AGSPC Timed
Opportunity Fund and add four new investment options, provide that corrective
distributions from the Stock Fund be made in cash rather than shares of stock,
permit participants to direct contributions to any number of available
investment options in increments of 5%, and provide for immediate distribu-
tions to alternative payees pursuant to domestic relations orders which are
determined to be Qualified Domestic Relations Orders.
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<PAGE>
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AGENTS' AND MANAGERS' THRIFT PLAN
ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1996
Issuer Description Cost Fair Value
* American General 1,747,421 shares of $38,777,248 $71,425,842
Corporation common stock
* The Variable Annuity Group deposit 1,317,443 1,317,443
Life Insurance Company administration contract
* American General Series 293,055 shares 4,851,501 6,669,924
Portfolio Company
Stock Index Fund
* American General Series 24,805 shares 284,807 288,240
Portfolio Company
Timed Opportunity
Fund
* State Street Bank Short-term investment
& Trust money-market fund 136,278 136,278
$45,367,277 $79,837,727
*Party-in-interest
<PAGE>
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<PAGE>
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AGENTS' AND MANAGERS' THRIFT PLAN
REPORTABLE TRANSACTIONS (A)
YEAR ENDED DECEMBER 31, 1996
Amount of
Party Involved Description Transaction
State Street Bank Purchase of money-market fund $6,459,153
& Trust investments in 236 transactions
State Street Bank Sale of money-market fund 6,524,497
& Trust investments in 152 transactions
(B) 176,064 shares of American General 6,490,628
Corporation common stock purchased
in 32 transactions
(B) 98,300 shares of American General 3,493,587
Corporation common stock distributed
in 28 transactions at a gain of
$1,407,775.
(A) Reportable transactions are transactions or series of transactions in
excess of 5 percent of the current value of Plan assets at the beginning
of the year and are defined in Section 2520.103-6 of the Department of
Labor Rules and Regulations.
(B) Parties involved are not presented, as permitted by Section 2520.103-
6(d)(1)(i) of the Department of Labor Rules and Regulations.
<PAGE>
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, The
Variable Annuity Life Insurance Company Agents' and Managers' Thrift Plan
Administrative Board has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY
AGENTS' AND MANAGERS'
THRIFT PLAN
June 24, 1997 CARL J. SANTILLO
Carl J. Santillo, Member of
the Administrative Board
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<PAGE>
Appendix
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<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements
(Nos. 33-39202 and 333-13395) pertaining to The Variable Annuity Life Insur-
ance Company Agents' and Managers' Thrift Plan of our report dated May 20,
1997, with respect to the financial statements and supplemental schedules of
The Variable Annuity Life Insurance Company Agents' and Managers' Thrift Plan
included in this Annual Report (Form 11-K) for the year ended December 31,
1996.
ERNST & YOUNG LLP
Houston, Texas
June 20, 1997
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<PAGE>
