Prospectus Supplement dated August 20, 1997
         to Prospectus dated February 21, 1997

                                226,413 Shares of
                      Common Stock, par value $.25 per share
            (including the associated Preferred Share Purchase Rights)


              Up to 226,413 Shares are being sold by J.P. Morgan
         Securities Inc. ("JPMSI").  The Shares were obtained by JPMSI
         upon exercise of all or a portion of the Warrant following the
         acquisition by JPMSI of such portion of the Warrant from Harvey
         R. Blau.

              JPMSI is selling the Shares in open-market transactions.
         The excess of the proceeds of such sales received by JPMSI over
         the aggregate amount expended by JPMSI to purchase and exercise
         all or part of the Warrant may be deemed to be compensation as
         an underwriting discount or commission.  Such amount is not
         expected to exceed ordinary brokerage commissions for
         comparable sales.

              Capitalized terms that are not defined herein have the
         meanings given in the Prospectus dated February 21, 1997.