April 10, 1995







Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549

RE:  C-COR ELECTRONICS, INC.

Gentlemen:

C-COR Electronics, Inc.  (the  "Registrant") hereby transmits for
filing via EDGAR,  the  Registrant's  Current  Report on Form 8-K
dated March  31,  1995.    The  Current  Report  on  Form 8-K was
inadvertently   filed   on   paper   with   the   Commission   on
April 6, 1995.

                                Sincerely,
                                /s/ Jack B. Andrews
                                Vice President-Finance,
                                Secretary and Treasurer

JBA/jld
Attachment

               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C. 20549



                            FORM 8-K


                         CURRENT REPORT

               PURSUANT TO SECTION 13 OR 15(d) OF

               THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported)  March 31, 1995


                      C-COR ELECTRONICS, INC.
     (Exact name of registrant as specified in its charter)


     Pennsylvania           0-10726              24-0811591
(State or other juris-     (Commission file       (IRS Employer
diction of incorporation)      number)        Identification No.)


60 Decibel Road, State College, Pennsylvania             16801
(Address of principal executive offices)              (Zip Code)


Registrant's telephone number, includin area code (814) 238-2461


                             Not applicable
(Former name or former address, if changed since last report)

                               (1)


Item 5.  Other Events

         On or about March  31,  1995, a purported shareholder of
the Registrant filed a  complaint  in  the United States District
Court  for  the  Eastern  District  of  Pennsylvania  against the
Company and one of  its  executive officers alleging that, during
the   period   January 17, 1995   through   March 24, 1995,   the
defendants knowingly or  recklessly  omitted material information
about the Registrant in violation  of Sections 10(b) and 20(a) of
the  Securities  Exchange  Act  of  1934  and  common  law.   The
complaint seeks permission to proceed as a class action on behalf
of certain  persons  who  purchased  shares  of  the Registrant's
Common  Stock  during  the   period   January  17,  1995  through
March 24, 1995 and who  were  allegedly  damaged.   The complaint
seeks compensatory damages in an unspecified amount and costs and
expenses  relating   to   the   complaint,  including  reasonable
attorneys' fees.


Item 7.  Financial Statements and Exhibits

         (c) (28)  Complaint, McCarthy v. C-COR Electronics, Inc.
                   et al., CA  95-CV-1911,  filed  March 31, 1995
                   (E.D. Pa.)

                               (2)



                           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 hereunto duly authorized.


                                       C-COR ELECTRONICS, INC.



Dated:  April 10, 1995                 By: /s/ Jack B. Andrews
                                          Jack B. Andrews
                                          Vice President-Finance,
                                          Secretary & Treasurer
                               (3)




               IN THE UNITED STATES DISTRICT COURT
            FOR THE EASTERN DISTRICT OF PENNSYLVANIA


- ---------------------------------      CIVIL ACTION NO.
JAMES and ELIZABETH MCCARTHY,

                   Plaintiffs,             95-CV-1911

             v.                        JURY TRIAL DEMANDED

C-COR ELECTRONICS, INC. and
RICHARD E. PERRY,

                   Defendants.
- --------------------------------


                     CLASS ACTION COMPLAINT

    Plaintiffs, individually and on  behalf  of all other persons
similarly situated,  by  their  undersigned  attorneys, for their
complaint, allege as follows:

                     NATURE OF ACTION

    1.   Plaintiffs bring this action as a class action on behalf
of themselves and  all  other  persons  who  purchased the common
stock of C-COR Electronics,  Inc.  ("C-COR"  or the "Company") on
the open market during  the  class  period,  as defined below, to
recover damages caused  by  defendants'  violation of the federal
securities laws and the common law.

                  JURISDICTION AND VENUE

    2.   The jurisdiction of this Court  is based upon Section 27
of the Securities and Exchange  Act  of 1934 (the "Exchange Act")
[15 U.S.C. 78aa], and  28  U.S.C. 1331.    The Court also has
supplemental jurisdiction pursuant to 28 U.S.C. 1367(a) over the
state law claims alleged  herein  because  they are so related to
the federal claims  that  they  form  part  of  the  same case or
controversy.





                            (1)


    3.   The claims asserted  herein  arise  under Sections 10(b)
and 20(a) of the Exchange Act, 15 U.S.C. 78j(b) and 78t(a), and
the  rules  and   regulations   promulgated   thereunder  by  the
Securities and Exchange Commission ("SEC"), including Rule 10b-5,
17 C.F.R. 240.10b-5, and under the common law.

    4.   Venue is proper in this District, pursuant to Section 27
of the Exchange Act and  28  U.S.C.  1391(c), because C-COR is a
Pennsylvania corporation and may  be  sued  in a Federal District
within Pennsylvania and many of the acts complained of, including
the  preparation  and  dissemination   of  materially  false  and
misleading corporate documents, occurred in this District.

    5.   In connection  with  the  conduct  complained of herein,
defendants,  directly   or   indirectly,   used   the  means and;
instrumentalities of  interstate  commerce,  including the mails,
interstate telephone communications,  and  the  facilities of the
national securities exchanges.

                        THE PARTIES

    6.   Plaintiffs James  and  Elizabeth  McCarthy purchased 150
shares of the common stock of C-COR on March 9, 1995.

    7.   Defendant C-COR is a  corporation organized and existing
under the  laws  of  the  Commonwealth  of  Pennsylvania with its
principal offices  located  at  60  Decibel  Road, State College,
Pennsylvania 16801.  C-COR  designs and manufactures high-quality
electronic equipment used in  a variety of communication networks
worldwide.  Its common stock is  listed and traded on the NASDAQ.
During the class period,  C-COR  traded actively in an efficient,
open and well-informed  market  which assimilated the information
disseminated publicly by defendants.

    8.   Defendant Richard E. Perry ("Perry") is and has been, at
relevant  times,  Chairman  of  the  Board,  and  Chief Executive
Officer of C-COR.




                            (2)


    9.   Defendant  Perry,  as  the   senior  officer  and  board
chairman of the Company, is  a controlling person of C-COR within
the meaning of Section 20 of the  Exchange Act.  By reason of his
positions with the Company, he  was  able to and did, directly or
indirectly, in whole or in  material part, control the content of
various reports and filings  with  the  SEC and public statements
issued both  by  himself  and  by  or  on  behalf  of  C-COR.  He
participated in and  approved  the  issuance  of such reports and
statements at or about the time  of  their issuance.  As a result
of the foregoing,  he  was  responsible  for the truthfulness and
accuracy of the Company's  public  reports and releases described
herein.

    10.  Each  of  the  defendants   either  knew  or  recklessly
disregarded the fact that the misleading statements and omissions
complained of herein would adversely  affect the integrity of the
market for the Company's stock and would artificially inflate the
price  of  the  common  stock.    Each  of  the  defendants acted
knowingly or in such a  reckless  manner as to constitute a fraud
and deceit upon plaintiffs and the members of the Class.

    11.  Defendants are liable, jointly  and severally, as direct
participants in the wrongs complained of herein.

                     CLASS ALLEGATIONS

    12.  Plaintiffs bring this action  as a class action pursuant
to Federal Rules of Civil  Procedure  23(a) and (b) (3) on behalf
of a class consisting of  all  persons who purchased C-COR common
stock on the open market during  the period from January 17, 1995
to March  24,  1995,  inclusive  (the  "Class  Period"),  and who
suffered damages thereby.  Excluded therefrom are the defendants,
members of the individual defendant's family, any entity in which
any defendant  has  a  controlling  interest  or  is  a parent or
subsidiary or affiliate  and  the officers, directors, employees,
affiliates,   legal    representatives,    heirs,   predecessors,
successors and assigns of any of the defendants (the "Class").




                            (3)


    13.  The members of the Class are so numerous that joinder of
all members is impracticable.    While  the exact number of Class
members is unknown to the plaintiffs at this time and can only be
ascertained  through  appropriate  discovery,  plaintiffs believe
there are, at a  minimum,  hundreds  of  members of the Class who
traded during the  Class  Period.    C-COR  has approximately 9.3
million shares of common stock outstanding, held by approximately
660 record holders.  During  the  Class Period, volume trading on
the NASDAQ  in  C-COR  common  stock,  totaled  approximately 5.4
million shares.

    14.  Common questions of law and fact exist as to all members
of the Class and predominate  over any questions affecting solely
individual members of the Class.   Among the questions of law and
fact common to the Class are:

         (a)  whether  the  federal  securities  laws  and/or the
common law were violated by defendants' acts as alleged herein;

         (b)  whether  the  documents,  releases  and  statements
disseminated to  the  investing  public  during  the Class Period
omitted and/or misrepresented material facts;

         (c)  whether defendants acted willfully or recklessly in
omitting to state and/or misrepresenting material facts;

         (d)  whether the  market  price  of  C-COR  common stock
during the Class Period was  artificially inflated because of the
non-disclosures and/or  misrepresentations  complained of herein;
and

         (e)  whether the  members  of  the  Class have sustained
damages and, if so, what is the proper measure of damages.

    15.  Plaintiffs' claims  are  typical  of  the  claims of the
members of the  Class  as  plaintiffs  and  members  of the Class
sustained damages arising out  of defendants' wrongful conduct in
violation of federal law and the common law complained of herein.



                            (4)


    16.  Plaintiffs  will  fairly   and  adequately  protect  the
interests of the members of  the  Class and have retained counsel
competent and  experienced  in  class  and securities litigation.
Plaintiffs have no interests antagonistic  to or in conflict with
those of the Class.

    17.  A class action  is  superior  to other available methods
for the fair and efficient adjudication of this controversy since
joinder  of  all   members   of   the   Class  is  impracticable.
Furthermore, because  the  damages  suffered  by individual Class
members may  be  relatively  small,  the  expense  and  burden of
individual litigation make  it  impossible  for the Class members
individually to redress the wrongs  done  to them.  There will be
no difficulty in the management of this action as a class action.

    18.  Plaintiffs will rely, in  part,  upon the presumption of
reliance established by the fraud-on-the-market doctrine in that:

         (a)  defendants made public misrepresentations or failed
to disclose facts during the Class Period;

         (b)  the omissions and misrepresentations were material;

         (c)  the  common  stock  of  the  Company  traded  in an
efficient market;

         (d)  the misrepresentations alleged would tend to induce
a reasonable investor  to  misjudge  the  value  of the Company's
securities; and

         (e)  plaintiffs and the  members  of the Class purchased
C-COR common  stock  during  the  time  the  defendants failed to
disclose or misrepresented material facts and before the time the
true facts were disclosed,  without  knowledge  of the omitted or
misrepresented facts.






                            (5)


    19.  Based upon the foregoing,  plaintiffs and the members of
the Class are  entitled  to  a  presumption  of reliance upon the
integrity of  the  market  for,  at  least  the  purpose of class
certification, as well as  for  ultimate  proof  of the claims on
their merits.   Plaintiffs  will  also  rely,  in  part, upon the
presumption of reliance established by a material omission.

                  SUBSTANTIVE ALLEGATIONS

    20.  Commencing on  January  17,  1995  with  a press release
issued  by   defendants   directly   to   the   media  announcing
C-COR's strong results for the second quarter, ended December 23,
1994, defendants stated to  the  market that C-COR's revenues for
the third quarter, ended March  1995, and for the fourth quarter,
ended June 24, 1995, would continue to be strong.  In their press
release, defendants reported  that  C-COR's revenues increased to
$29,730,000, almost double the  prior  year's second quarter, and
that C-COR's net income rose to  $1,945,000 up from $1 million in
the  prior  year's  second  quarter.     In  the  press  release,
defendants stated:

         Commenting on the second quarter results, Mr. Perry
         stated "We  are  very  pleased  with  the continued
         success at  C-COR.    The  earnings  per  share are
         nearly double what they  were  a  year ago the same
         quarter.  Expansion  plans  are  on schedule in our
         two Pennsylvania  facilities.    The  State College
         move  went  smoothly   during  the  annual  holiday
         shutdown, and the  Reedsville facility is currently
         being equipped  so  deliveries  can  begin  in late
         January.  We are  hiring and training employees for
         that location now."

    21.  In the  press  release  defendants  voluntarily chose to
discuss the results that they  expected  for the third and fourth
quarters of fiscal 1995.  In  the press release, defendants, in a
statement made by defendant Perry, stated that:

         Looking ahead, we  expect  strong  revenues for the
         second half of the year, although in the third

                            (6)


         quarter, the earnings  are  expected to reflect the
         start-up costs  for  Reedsville.    We anticipate a
         strong fourth quarter and continue to have a record
         backlog.

    22.  On January 19, 1995,  PR Newswire Association, Inc., and
Dow  Jones  each  published  stories  based  on  the  defendants'
January 17, 1995 press  release,  and  each highlighted defendant
Perry's statements, quoted in  paragraph  21 hereof.  PR Newswire
stated that:

         Richard  E.  Perry,  Chairman  and  Chief Executive
         Officer  of  C-COR  Electronics,  Inc. (NASDAQ-NNM:
         CCBL),  has  announced  today  that  C-COR  expects
         continued revenue growth  in  its  fiscal year 1995
         third  and  fourth  quarters,  based  on  a  record
         backlog  from   both   domestic  and  international
         ordering.

    Dow Jones stated that:

         C-COR Electronics,  Inc.  (CCBL)  expects continued
         revenue growth in the  third and fourth quarters of
         fiscal 1995, which ends June 24.

         In a press release,  the  company based its outlook
         on  a  "record  backlog   from  both  domestic  and
         international ordering."

    23.  On February 6,  defendants  filed  with the SEC, C-COR's
Form 10-Q for the second  fiscal quarter ended December 23, 1994.
Defendants stated  in  the  Management's  Discussion and Analysis
that expenses increased in  the  first  six months of fiscal 1995
because of "efforts  to  ramp  up  C-COR's production capacity in
fiscal year 1995."   Defendants  further stated that the increase
in sales volume more than  offset the increased expenses over the
first six months of  fiscal  year  1995.   Defendants then stated
that  accounts  receivable  and  inventories  had  increased, and
described the impact of  those  increases  on C-COR's business in
the ensuing fiscal quarters, stating that:

                            (7)


         Accounts   receivable   increased   $2,355,000  and
         inventories increased $5,339,000 over the first six
         months  of  fiscal  year  1995.    The  increase in
         receivables  is   directly   attributable   to  the
         aforementioned  increase  in  C-COR's  sales volume
         over the last two quarters.  Inventory increased as
         a  result  of  C-COR's   ramp-up  efforts  to  meet
         increased  production  demands  as  well  as making
         "strategic"  investments  in  certain  raw material
         parts which were forecast to  be in short supply in
         the future.

    24.  Defendants also stated that  C-COR had completed its new
90,000 square foot  manufacturing  facility  in  January 1995 and
entered into a lease-purchase agreement for another 60,000 square
foot manufacturing facility.

    25.  In the aftermath of  defendants'  filing of C-COR's Form
10-Q, the market price of  C-COR  stock began to rise, reflecting
the defendants' statements  about  their  expectation for revenue
growth in the third  and  fourth  quarters  and C-COR's growth in
receivables, inventories  and  manufacturing  capacity  to enable
C-COR to service this revenue growth and benefit financially from
increased sales in the third and fourth quarters of fiscal 1995.

    26.  Defendants'  statements  as  alleged  in  paragraphs  20
through  23,  however,  were  false  and  misleading  and omitted
material facts because defendants  knew or recklessly disregarded
the facts that  C-COR  was  experiencing shortages in components,
extended test times for  products  before  they could be shipped,
delays in development of products, and increased costs associated
with  its  two  new  manufacturing  plants,  all  of  which  were
preventing C-COR from shipping  products  in a timely fashion and
in sufficient volumes  in  the  third  quarter  of fiscal 1995 to
enable C-COR to achieve the record growth defendants stated C-COR
would achieve.  As a result of these existing and known problems,
defendants knew or recklessly disregarded the material facts that
C-COR would not be able  to  reach the stated increased growth in
revenues, would not be able to offset the increased expenses with
increased sales volume, would continue to experience increased

                            (8)


costs at its  two  new  manufacturing  facilities and, therefore,
would not be  able  to  reach  increased  growth  in revenues and
earnings as defendants publicly stated  C-COR would record in the
third fiscal quarter of 1995.

    27.  Without disclosing the adverse  material facts set forth
in paragraphs 26 and 30  herein,  defendant Perry, after the Form
10-Q was filed on February 6,  1995  and the stock price of C-COR
had risen, commenced selling off, to unwitting class members, his
holdings  of  C-COR  common   stock,   taking  advantage  of  and
benefiting from his own  misrepresentations  of material fact, as
alleged above in paragraphs  20  through  23.   During the period
February 16  through  February  23,  1995,  defendant  Perry sold
approximately 15-20% of  his  holdings,  20,000 shares, at prices
between $26.50 and $28.50 per share.

    28.  Suddenly,  without  any  prior   warning  and  in  stark
contrast  to  defendants'  prior  statements,  as  quoted  above,
defendants revealed on March  27,  1995 that C-COR's revenues and
earnings for the third  quarter  ended  March 1995 would be lower
than they had  previously  stated.    Defendant Pery now admitted
that growth in revenues and earnings would be down due to reduced
shipments because of  component  shortages,  extended test times,
development  delays  and  start-up   costs  at  C-COR's  two  new
manufacturing plants.  Defendant Perry further admitted that "our
plants continue to face challenges  in the production and testing
areas."  (PR Newswire, March 27, 1995, emphasis added).

    29.  The market reaction  was  swift.    At  the close of the
market on March 27,  1995,  the  price  of C-COR common stock had
fallen 15% or  $3.25  per  share,  to  close  at $19 on increased
volume of more than 1.5 million shares.

    30.  During the Class Period,  defendants knew or should have
known,  but  for  their  reckless  disregard  of  facts  known or
available  to  them,  that  C-COR  would  experience  a  material
shortfall in revenue and  earnings  during the third quarter from
the growth levels defendants  had  stated  C-COR would achieve by
reason of the facts alleged in paragraph 26 hereof and that:


                            (9)


         (a)  C-COR was experiencing shortages in components;

         (b)  C-COR  was  experiencing  extended  test  times for
products before they could be shipped;

         (c)  C-COR was  experiencing  delays  in  development of
products; and

         (d)  C-COR was  experiencing  increased costs associated
with its two new manufacturing plants.

    31.  As a result  of defendants' foregoing misrepresentations
of and failures to  disclose  material  facts, the price of C-COR
common  stock  was  artificially  inflated  throughout  the Class
Period.

    32.  Accordingly,   the   foregoing    reports   and   public
announcements issued by or on behalf of defendants, as alleged in
paragraphs  20  through  23  above,  were  materially  false  and
misleading, as alleged in paragraphs  26 and 30 above, throughout
the Class Period.  Defendants  made statements which they knew or
had reason to  know  were  false  and  misleading, and omitted to
state material  facts  necessary  to  make  those  statements not
misleading.  Defendants also issued statements for which they had
no reasonable basis and failed to timely correct those statements
throughout the Class Period.

    33.  The foregoing  undisclosed  and  misrepresented material
facts  are  the  type  of   information  which,  because  of  SEC
regulations, regulations  of  the  national  stock  exchanges and
customary  business  practice,  is   expected  by  investors  and
securities analysts to  be  disclosed  and  is known by corporate
officials and their legal and  financial  advisors to be the type
of information which is expected to and must be disclosed.







                           (10)


                          COUNT I

    (Against All Defendants For Violations of Sections
     10(b) and 20 of the Exchange Act and Rule 10b-5)

    34.  Plaintiffs repeat and reallege the allegations contained
in paragraphs 1 through 33 above as if fully set forth herein.

    35.  Throughout the Class Period, defendants individually and
in  concert,  directly   and   indirectly,   used  the  means  or
instrumentalities of  interstate  commerce  or  of  the  mails to
engage and participate  in  a  continuous  course  of conduct and
conspiracy  to   conceal   and   misrepresent   adverse  material
information about C-COR.    Defendants  employed devices, schemes
and artifices to defraud  and  engaged  in  acts, practices and a
course of conduct designed to assure investors that such approval
would  be  forthcoming,   which   included   the   making  of  or
participation in  the  making  of  untrue  statements of material
facts and omitting to state  material facts necessary in order to
make the statements made about  status of the approval process in
the light of the  circumstances  under  which they were made, not
misleading, and engaged in transactions, practices and courses of
business which operated as a fraud and deceit upon the purchasers
of C-COR common stock during the Class Period.

    36.  Throughout the Class  Period,  defendants issued, caused
to be issued or participated  in  the preparation and issuance of
public statements, identified above, which presented a materially
misleading picture about the Company  and failed to correct those
public statements throughout the Class Period.

    37.  Defendants    had     actual     knowledge     of    the
misrepresentations and  omissions  of  material  facts  set forth
herein, or acted with  reckless  disregard  for the truth in that
they failed to ascertain and  to disclose such facts, even though
they were available to them,  and to correct throughout the Class
Period the statements they had made.

    38.  By virtue  of  the  foregoing,  defendants have violated
Section 10(b) of  the  Exchange  Act  and  Rule 10b-5 promulgated
thereunder, and defendant Perry  is  also liable as a controlling
person pursuant to Section 20(a) of the Exchange Act.

                           (11)


    39.  As a result  of  the  deceptive  practices and false and
misleading statements and  omissions  described above, the market
price of C-COR common  stock was artificially inflated throughout
the Class Period.

    40.  Plaintiffs and the  Class,  relying  on the integrity of
the   market   in   C-COR   common   stock   and/or   defendants'
misrepresentations, purchased C-COR common stock during the Class
Period at artificially inflated prices and were damaged.  Had the
plaintiffs  and  the  Class   known   the  truth  concerning  the
misrepresented and omitted facts described herein, they would not
have purchased C-COR common stock  at  the  prices they did or at
all.  At the time of  the purchases by plaintiffs and the members
of  the  Class,  the  true   value  of  C-COR  common  stock  was
substantially less than  the  prices  paid  by plaintiffs and the
Class.  Accordingly, plaintiffs and the members of the Class have
been damaged.

                         COUNT II

              (Against All Defendants For Negligent
                    Misrepresentation)

    41.  Plaintiffs repeat and reallege the allegations contained
in paragraphs 1 through  8,  11  through  31,  and 33 above as if
fully set forth in this paragraph.

    42.  Among  the   direct   and   proximate   causes   of  the
misrepresentations of and  omissions  to  state material facts in
the public statements  and  reports  set  forth in the paragraphs
above  and  a  reasonably  foreseeable  result  thereof,  was the
negligence and carelessness of the defendants.

    43.  Defendants, in the course  of their business, profession
and employment and having a pecuniary interest in the purchase of
C-COR common stock by  plaintiffs  and  the  other members of the
Class, supplied false information  for the guidance of plaintiffs
and the other members of the Class in making investment decisions
with  respect  to  C-COR  common  stock.    Defendants  failed to
exercise  reasonable  care   and   competence  in  obtaining  and
communicating such information.

                           (12)


    44.  Defendants provided  the  aforesaid information pursuant
to a public duty  which  was  created  to benefit and protect the
investing public, including plaintiffs  and  the other members of
the Class, in making investment  decisions with respect to, among
other things, C-COR common stock.

    45.  It was specifically foreseeable  and the defendants knew
and  specifically  intended  that  C-COR  announcements, filings,
reports, statements  and  releases  would  be  distributed to the
investing public and to  plaintiffs  and the Class and defendants
knew or could reasonably  foresee  that such information would be
relied on  by  the  investing  public  and  the  market in making
investment decisions with respect  to  C-COR.   Defendants owed a
duty  to  plaintiffs  and  the  other  members  of  the  Class to
disseminate accurate, truthful and complete information.

    46.  At the time  of  said  misrepresentations and omissions,
plaintiffs and other members of  the Class were ignorant of their
falsity and believed them to be true.  In justifiable reliance on
said misrepresentations  and  upon  the  fidelity,  integrity and
superior  knowledge  and  expertise  of  the  defendants,  and in
ignorance of the true facts,  plaintiffs and other members of the
Class were induced  to  and  did  purchase  C-COR common stock at
artificially inflated  prices.    Had  plaintiffs  and  the other
members of the Class known  the  true  facts, they would not have
taken such action.  By reason thereof, they have been damaged.

    47.  As a direct, proximate and reasonable foreseeable result
of the foregoing conduct, plaintiffs and each member of the Class
suffered damages.


    WHEREFORE, plaintiffs on behalf  of themselves and the Class,
pray for judgment as follows:

    A.   Declaring  this  action  to  be  a  proper  class action
maintainable pursuant to Rule  23  of  the Federal Rules of Civil
Procedure and plaintiffs to be proper class representatives;



                           (13)


    B.   Awarding plaintiffs and  the Class compensatory damages,
together with  appropriate  prejudgment  interest  at the maximum
rate allowable by law;

    C.   Awarding  plaintiffs  and  the  Class  their  costs  and
expenses for this litigation including reasonable attorney's fees
and other disbursements; and

    D.   Awarding plaintiffs and the Class such other and further
relief as may be just and proper under the circumstances.


                   DEMAND FOR JURY TRIAL

    Plaintiffs demand trial by jury.

    Dated: March 31, 1995       LEVIN FISHBEIN SEDRAN & BERMAN

                                By: /s/ Arnold Levin
                                   Arnold Levin (I.D. No. 02280)
                                   320 Walnut Street, Suite 600
                                   Philadelphia, PA 19106
                                   (215) 592-1500

                                Attorneys for Plaintiffs

OF COUNSEL:

SAVETT FRUTKIN PODELL & RYAN, P.C.
Stuart H. Savett (I.D. No. 03669)
Robert P. Frutkin (I.D. No. 21366)
320 Walnut Street, Suite 508
Philadelphia, PA 19106
(215) 923-5400

LAW OFFICES OF JAY S. COHEN
Jay S. Cohen (I.D. No. 19333)
Five Cynwyd Road
Bala Cynwyd, PA 19004
(610) 668-8931














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