
                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                  Quarterly Report Under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934


        For Quarter Ended             June 30, 1998
        Commission File Number     0-11720

                   AIR TRANSPORTATION HOLDING COMPANY, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                              52-1206400
      (State or other jurisdiction of            (I.R.S. Employer
      incorporation or organization)           Identification No.)

                  Post Office Box 488, Denver, North Carolina  28037
                  (Address of principal executive offices)

                                    (704) 377-2109
            (Registrant's telephone number, including area code)
     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

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

     2,711,653 Common Shares, par value of $.25 per share were outstanding as of
August 7, 1998.


This filing contains 60 pages.
The exhibit index is on page 15.
<PAGE>












            AIR TRANSPORTATION HOLDING COMPANY, INC. AND SUBSIDIARIES

                                      INDEX
                                                                 Page
PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements

     Consolidated Statements of Earnings
     for the three-month periods ended
     June 30, 1998 and 1997 (Unaudited)                            3

     Consolidated Balance Sheets at
     June 30, 1998 (Unaudited)
     and March 31, 1998                                            4

     Consolidated Statements of Cash
     Flows for the three-month periods
     ended June 30, 1998 and 1997 (Unaudited)                      5

     Notes to Consolidated Financial
     Statements (Unaudited)                                      6-7

     Item 2.  Management's Discussion and Analysis
              of Financial Condition and Results
              of Operations                                     8-11

PART II.  OTHER INFORMATION

     Item 6.  Exhibits and Reports on Form 8-K                 12-14

     Exhibit Index                                                15

     Exhibits                                                  16-60




















                                        2<PAGE>

 <TABLE>

           AIR TRANSPORTATION HOLDING COMPANY, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)

 <CAPTION>

                                                  Three Months Ended
                                                        June 30,
                                                 1998              1997
<S>                                        <C>              <C>
Operating Revenues:
   Cargo                                   $  4,676,739     $  4,374,209
   Maintenance                                3,348,669        3,139,421
   Ground equipment                           3,360,023             -
   Aircraft services and other                1,124,710          645,450
                                             12,510,141        8,159,080


Operating Expenses:
   Flight operations                          3,231,848        3,015,056
   Maintenance and brokering                  3,857,126        3,429,576
   Ground equipment                           2,870,123             -
   General and administrative                 1,855,104        1,016,867
   Depreciation and amortization                171,377          107,013
   Facility start-up and merger expense            -             125,764
                                             11,985,578        7,694,276

Operating Income                                524,563          464,804

Non-operating Expense (Income):
   Interest                                      50,696             -
   Deferred retirement expense                    6,249          420,083
   Investment income                            (43,545)         (79,507)
                                                 13,400          340,576

Earnings Before Income Taxes                    511,163          124,228

Income Taxes                                    204,465           29,731

Net Earnings                               $    306,698     $     94,497



Net Earnings Per Share:
   Basic                                   $       0.11     $       0.04
   Diluted                                 $       0.11     $       0.03

Average Shares Outstanding:
   Basic                                      2,711,653        2,651,432
   Diluted                                    2,810,875        2,790,935
<FN>
See notes to consolidated financial statements.
</TABLE>


                                        3 <PAGE>

<TABLE>

             AIR TRANSPORTATION HOLDING COMPANY, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<CAPTION>

                                           June 30, 1998    March 31,1998
                                            (Unaudited)
<S>                                        <C>              <C>
ASSETS
 Current Assets:
   Cash and cash equivalents               $    135,968     $    193,918
   Marketable securities                      2,566,542        2,556,257
   Accounts receivable, net                   6,543,028        6,673,101
   Inventories                                5,860,069        5,325,613
   Deferred tax asset, net                      272,980          272,980
   Prepaid expenses and other                    35,020           33,922
    Total Current Assets                     15,413,607       15,055,791

 Property and Equipment                       4,858,959        4,693,268
   Less accumulated depreciation             (2,577,075)      (2,429,031)
                                              2,281,884        2,264,237

 Deferred Tax Asset                             152,000          152,000
 Intangible Pension Asset                       389,495          389,495
 Other Assets                                   426,228          427,880
   Total Assets                              18,663,214       18,289,403

LIABILITIES AND STOCKHOLDERS' EQUITY
 Current Liabilities:
   Notes payable to bank                      3,683,135          916,079
   Accounts payable                           2,904,280        3,975,633
   Accrued expenses                           1,177,970        1,778,664
   Income taxes payable                         126,174          762,961
   Current portion of long-term obligations      55,045           56,241
     Total Current Liabilities                7,946,604        7,489,578

 Capital Lease Obligation (less current
   portion)                                      30,904           30,904

 Deferred Retirement Obligations (less
   current portion)                           1,044,570        1,056,795

 Stockholders' Equity:
   Preferred stock, $1 par value, authorized
   10,000,000 shares, none issued                  -                -
   Common stock, par value $.25; authorized
     4,000,000 shares; 2,711,653 and
     2,651,433 shares issued                    677,241          677,241
   Additional paid in capital                 7,128,907        7,128,907
   Retained Earnings                          1,834,988        1,905,978
                                              9,641,136        9,712,126

  Total Liabilities & Stockholders' Equity $ 18,663,214     $ 18,289,403

<FN>
See notes to consolidated financial statements.
</TABLE>

                                        4<PAGE>
<TABLE>
           AIR TRANSPORTATION HOLDING COMPANY, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<CAPTION>
                                                  Three Months Ended
                                                        June 30,
                                                 1998            1997
<S>                                       <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings                           $    306,698     $    94,497
   Adjustments to reconcile net earnings to net
     cash (used in) provided by operations:
     Depreciation and amortization             171,377         107,013
     Change in retirement obligation           (12,225)        445,779
     Change in assets and liabilities which
     provided (used) cash:
        Accounts receivable                    130,073         924,887
        Inventories                           (534,456)        (37,277)
        Prepaid expenses and other                 554          39,594
        Accounts payable                    (1,071,353)       (453,135)
        Accrued expenses                      (601,890)       (541,651)
        Income taxes payable                  (636,787)       (121,249)
         Total adjustments                  (2,554,707)        363,961
    Net cash (used in) provided by
        operating activities                (2,248,009)        458,458
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                       (189,024)       (119,500)
   Purchase of marketable securities           (10,285)        (19,783)
   Sale of marketable securities                  -            116,446
    Net cash used in investing activities     (199,309)        (22,837)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from line of credit              2,767,056            -
   Payment of cash dividend                   (377 688)       (265,143)
   Repurchase of common stock                     -                (48)

    Net cash provided by (used in)
        financing activities                 2,389,368        (265,191)

NET (DECREASE) INCREASE IN CASH
   & CASH EQUIVALENTS                          (57,950)        170,430

CASH & CASH EQUIVALENTS AT BEGINNING
   OF PERIOD                                   193,918       2,377,898

CASH & CASH EQUIVALENTS AT END OF PERIOD   $   135,968     $ 2,548,328

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for:
     Interest                              $    47,856     $        45
     Income/Franchise taxes                    845,885         160,425

<FN>
See notes to consolidated financial statements.
</TABLE>
                                        5<PAGE>

      AIR TRANSPORTATION HOLDING COMPANY, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (UNAUDITED)

A.  Financial Statements

     The Consolidated Balance Sheet as of June 30, 1998, the
Consolidated Statements of Earnings for the three-month periods ended
June 30, 1998 and 1997 and the Consolidated Statements of Cash Flows
for the three-month periods ended June 30, 1998 and 1997 have been
prepared by Air Transportation Holding Company, Inc. (the Company)
without audit.  In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash
flows as of June 30, 1998, and for prior periods presented, have been
made.

     It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto included
in the Company's Annual Report on Form 10-K for the year ended March
31, 1998.  The results of operations for the period ended June 30 are
not necessarily indicative of the operating results for the full
year.

B.  Income Taxes

     The tax effect of temporary differences gave rise to the
Company's deferred tax asset in the accompanying June 30, 1998 and
March 31, 1998 consolidated balance sheets.

     The Company has recorded a valuation allowance in order to
reduce its deferred tax asset to an amount, which is more likely than
not to be realized.  Changes in the valuation allowance, related to
future utilization of net operating losses, reduced the provision for
income taxes by $44,000 during the three-months ended June 30, 1997.
At June 30, 1998, the Company had no valuation allowance.

     The income tax provisions for the three-months ended June 30,
1998 and 1997 differ from the federal statutory rate primarily as a
result of state income taxes, non-deductible meals and entertainment
expenses and a reduction in the above mentioned valuation allowance.

C.  Net Earnings Per Share

     Basic earnings per share has been calculated by dividing net
earnings by the weighted average number of common shares outstanding
during each period.  For purposes of calculating diluted earnings per
share, shares issuable under employee stock options were considered
common share equivalents and were included in the weighted average
common shares.







                                  6<PAGE>


The computation of basic and diluted earnings per common share is as
follows:

                                    Three months ended June 30,
                                        1998            1997
                                                    
Net earnings                         $    306,698    $    94,497
                                                                
Weighted average common shares:                                 
   Shares outstanding - basic           2,711,653      2,651,432
   Dilutive stock options                  99,222        139,503
   Shares outstanding - diluted         2,810,875      2,790,935
                                                                
Net earnings per common share:                                  
   Basic                             $       0.11    $      0.04
   Diluted                           $       0.11    $      0.03


D.   Acquisition

          On August 29, 1997, the Company acquired the Simon Deicer
Division of Terex, Inc. for $715,000 cash.  The acquisition, renamed
Global Ground Support, LLC (Global), manufactures, sells and services
aircraft deice equipment on a worldwide basis.  The acquisition was
accounted for using the purchase method; accordingly, the assets and
liabilities (which included $1,522,000 inventory, $287,000 fixed
assets and $3,000 accounts receivable, net of $1,048,000 in customer
deposits and $49,000 warranty obligation) of the acquired entity have
been recorded at their estimated fair value at the date of
acquisition.  Global's results of operations have been included in
the Consolidated Statement of Income since the date of acquisition.























                                  7<PAGE>
                                  
                                  
                                  
Item 2.  Management's Discussion and Analysis of Financial Condition
and Results of Operations.


Overview

     Statements in this "Management's Discussion and Analysis of
Financial Condition and Results of Operations" or made by management
of the Company which contain more than historical information may be
considered forward-looking statements (as such term is defined in the
Private Securities Litigation Reform Act of 1995) which are subject
to risks and uncertainties.  Actual results may differ materially
from those expressed in the forward-looking statements because of
important risks and uncertainties, including but not limited to the
effects of economic, competitive and market conditions in the
aviation industry.

     The Company's most significant component of revenue is generated
through its air cargo subsidiaries, Mountain Air Cargo, Inc. (MAC)
and CSA Air, Inc. (CSA), which are short-haul express air freight
carriers flying nightly contracts for a major express delivery
company out of 80 cities, principally located in 30 states in the
eastern half of the United States and in Puerto Rico, Canada and the
Virgin Islands.  Under the terms of its dry-lease service contracts
(which currently cover approximately 98% of the revenue aircraft
operated), the Company passes through to its customer certain cost
components of its operations without markup.  The cost of fuel,
flight crews, landing fees, outside maintenance, aircraft
certification and conversion, parts and certain other direct
operating costs are included in operating expenses and billed to the
customer as cargo and maintenance revenue.

     In May 1997, to expand its revenue base, the Company's Mountain
Aircraft Services, LLC (MAS) subsidiary expanded its aircraft
component repair services.  MAS's revenue contributed $1,029,000 and
$620,000 to the Company's revenues for the three-month periods ended
June 30, 1998 and 1997, respectively.

     In August 1997, the Company acquired certain assets and order
backlog and assumed certain liabilities of Simon Deicer Company, a
division of Terex Aviation Ground Equipment, Inc. located in Olathe,
Kansas.  The acquisition, renamed Global Ground Support, LLC
(Global), manufactures, services and supports aircraft deicers on a
worldwide basis.  Global is operated as a subsidiary of MAS.
Global's revenue contributed $3,360,000 for the three-month period
ended June 30, 1998.
                                  








                                  8<PAGE>



Seasonality

     Global's business has historically been highly seasonal.  In
general, the bulk of Global's revenues and earnings have occurred
during the second and third fiscal quarters, and comparatively little
has occurred during the first and fourth fiscal quarters due to the
nature of its product line.  The Company plans to reduce Global's
seasonal fluctuation in revenues and earnings by broadening its
product line to increase revenues and earnings in the first and
fourth fiscal quarters.  The remainder of the Company's business is
not materially seasonal.

Results of Operations

     Consolidated revenue increased $4,351,000 (53.3%) to $12,510,000
for the three-month period ended June 30, 1998 compared to its
equivalent 1997 period. The increase in revenue primarily resulted
from the operations of Global and increases in air cargo and
component repair services.

     Operating expenses increased $4,291,000 (55.8%) to $11,986,000
for the three-month period ended June 30, 1998 compared to its
equivalent 1997 period. The increase in operating expenses consisted
of the following changes: cost of flight operations increased
$217,000 (7.2%) primarily as a result of increases in pilot and
flight personnel and costs associated with pilot travel; maintenance
expense increased $428,000 (12.5%) primarily as a result of increases
associated with contract services, and cost of parts and labor
related to the expansion of MAS's repair shop; ground equipment
increased $2,870,000, as a result of the August 1997 acquisition of
Global; depreciation increased $64,000 (60.2%) as a result of
increased depreciation related to the above Global acquisition;
general and administrative expense increased $838,000 (82.4%)
primarily as a result of increases associated with the start-up of
Global and expansion of MAS's repair shop operations.

     The $327,000 decrease in non-operating expense was principally
due to a $420,000 provision, booked in the first quarter of 1997, to
fulfill contractual benefits related to the death of the Company's
Chairman and CEO.

     Pretax earnings increased $387,000 for the three-month period
ended June 30, 1998 compared to 1997, principally due to the above
1997 death benefit provision and an increase in air cargo service
earnings for the three-month period ended June 30, 1998, partially
offset by a seasonal first quarter 1999 loss at Global.

     The provision for income taxes for the three-month period ended
June 30, 1998 increased $175,000 compared to the 1997 period,
primarily due to increased taxable income.




                                  9<PAGE>

Liquidity and Capital Resources

     As of June 30, 1998 the Company's working capital amounted to
$7,467,000, a decrease of $99,000 compared to March 31, 1998. The net
decrease primarily resulted from cash required in the operation of
Global, partially offset by profitable air cargo service operations.

     The Company, on July 17, 1998, increased its unsecured line of
credit to $7,000,000.  The line, which matures August 31, 1998, is
expected to be renewed before its expiration date.  Amounts advanced
under the line of credit bear interest at the 30-day "LIBOR" rate
plus 137 basis points.  The Company anticipates that it will renew
the line of credit before its scheduled expiration.

     Under the terms of the line of credit the Company may not
encumber certain real or personal property.  As of June 30, 1998, the
Company was in a net borrowing position against its credit line of
$3,683,000, a $2,767,000 increase over the March 31, 1998 loan
balance.  Management believes that funds anticipated from operations
and existing credit facilities will provide adequate cash flow to
meet the company's future financial needs.

     The respective three-month periods ended June 30, 1998 and 1997
resulted in the following changes in cash flow: operating activities
used $2,248,000 in 1998 and provided $458,000 in 1997, investing
activities used $199,000 in 1998 and $23,000 in 1997 and financing
activities provided $2,389,000 in 1998 and used $265,000 in 1997. Net
cash decreased $58,000 during the three months ended June 30, 1998
and increased $170,000 during the three months ended June 30, 1997.

     Cash used in operating activities was $2,706,000 more for the
three-months ended June 30, 1998 compared to the similar 1997 period
principally due to increases in inventory and decreases in accounts
payable, accrued expenses and taxes payable and a $420,000 provision
to fulfill contractual benefits related to the death of the Company's
former Chairman and CEO in the first quarter of 1997, partially
offset by profitable operations.

     Cash used in investing activities for the three-months ended
June 30, 1998 was approximately $176,000 more than the comparable
period in 1997, principally due to the sale of marketable securities
in 1997 and to increased capital expenditures related to operations
of Global in 1998.

     Cash provided by financing activities was $2,655,000 more in the
1998 three-month period than in the corresponding 1997 period due to
an increase in borrowings under the line of credit in 1998, partially
offset by an increase in cash dividend.
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                 10<PAGE>


Liquidity and Capital Resources (continued)

     There are currently no commitments for significant capital
expenditures. The Company's Board of Directors on August 7, 1997
adopted the policy to pay an annual cash dividend in the first
quarter of each fiscal year, in an amount to be determined by the
Board.  The Company paid a $.14 per share cash dividend in June 1998.

Deferred Retirement Obligation

     The Company's former Chairman and Chief Executive Officer passed
away on April 18, 1997.  In addition to amounts previously expensed,
under the terms of his supplemental retirement agreement, death
benefits with a present value of approximately $420,000 were expensed
in the first quarter 1998.  The death benefits are payable in the
amount of $75,000 per year for 10 years.

Impact of Inflation

     The Company believes the impact of inflation and changing prices
on its revenues and net earnings will not have a material effect on
its manufacturing operations because increased costs due to inflation
could be passed on the its customers, or on its air cargo business
since the major cost components of its operations, consisting
principally of fuel, crew and certain maintenance costs are
reimbursed, without markup, under current contract terms.

Year 2000 Issue

     The Company has initiated a comprehensive review of its computer
systems to identify the systems that could be affected by the "year
2000 issue", which is the result of computer programs written using
two digits rather than four to define the applicable year.  As a
result of such review, the Company has revised certain customized
software systems to enable such systems to work properly following
the year 2000 and has verified that recently acquired software
systems from third-party vendors have been certified as being "year
2000 compliant".  Management believes only one significant software
system used by the Company has not been confirmed as being "year 2000
compliant".  Management has not yet determined whether to replace
such system (management believes that replacement products for such
system that are "year 2000 compliant" are commercially available) or
to revise the software system to confirm that it will function
properly after the year 2000.  Management believes that such system
can be replaced or revised by the end of the current
fiscal year.  Management does not believe the conversion of its
software systems will have a significant impact on the Company's
financial position or results of operations.




                                 11<PAGE>


                          PART II -- OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

               (a)  Exhibits

No.                      Description

 3.1      Certificate of Incorporation, as amended, incorporated by
          reference to Exhibit 3.1 of the Company's Annual Report on Form
          10-K for the fiscal year ended March 31, 1994

 3.2      By-laws of the Company, incorporated by reference to
          Exhibit 3.2 of the Company's Annual Report on Form 10-K for the
          fiscal year ended March 31, 1996

 4.1      Specimen Common Stock Certificate, incorporated by
          reference to exhibit 4.1 of the Company's Annual Report on Form
          10-K for the fiscal year ended March 31, 1994

10.1      Aircraft Dry Lease and Service Agreement dated February 2,
          1994 between Mountain Air Cargo, Inc. and Federal Express
          Corporation, incorporated by reference to Exhibit 10.13 to
          Amendment No. 1 on Form 10-Q/A to the Company's Quarterly
          Report on Form 10-Q for the quarterly period ended December 31,
          1993

10.2      Loan Agreement among NationsBank of North Carolina, N.A.,
          the Company and its subsidiaries, dated July 17, 1998

10.3      Aircraft Wet Lease Agreement dated April 1, 1994 between
          Mountain Air Cargo, Inc. and Federal Express Corporation,
          incorporated by reference to Exhibit 10.4 of Amendment No. 1 on
          Form 10-Q/Q to the Company's Quarterly Report on Form 10-Q for
          the period ended September 30, 1994

10.4      Adoption Agreement regarding the Company's Master 401(k) Plan and
          Trust, incorporated by reference to Exhibit 10.7 to the Company's
          Annual Report on Form 10-K for the fiscal year ended March 31, 1993*

10.5      Form of options to purchase the following amounts of Common Stock 
          issued by the Company to the following executive officers during the
          following fiscal years ended March 31:*
                                          Number of Shares
               Executive Officer          1993       1992        1991

               J. Hugh Bingham          150,000     150,000    200,000
               John J. Gioffre          100,000     100,000    125,000
               William H. Simpson       200,000     200,000    300,000

               incorporated by reference to Exhibit 10.8 of the Company's
          Annual Report on Form 10-K for the fiscal year ended March 31,
          1993


                                       12<PAGE>



10.6      Premises and Facilities Lease dated November 16, 1995
          between Global TransPark Foundation, Inc. and Mountain Air
          Cargo, Inc., incorporated by reference to Exhibit 10.5 to
          Amendment No. 1 on form 10-Q/A to the Company's Quarterly
          Report on Form 10-Q for the period ended December 31, 1995

10.7      Employment Agreement dated January 1, 1996 between the
          Company, Mountain Air Cargo Inc. and Mountain Aircraft
          Services, LLC and William H. Simpson, incorporated by reference
          to Exhibit 10.8 to the Company's Annual Report Form 10-K for
          the fiscal year ended March 31, 1996*

10.8      Employment Agreement dated January 1, 1996 between the
          Company, Mountain Air Cargo Inc. and Mountain Aircraft
          Services, LLC and John J. Gioffre, incorporated by reference to
          Exhibit 10.9 to the Company's Annual Report Form 10-K for the
          fiscal year ended March 31, 1996*

10.9      Employment Agreement dated January 1, 1996 between Company, Mountain
          Air Cargo Inc. and Mountain Aircraft Services, LLC and J. Hugh 
          Bingham, incorporated by reference to Exhibit 10.10 to the Company's 
          Annual Report Form 10K for the fiscal year end March 31, 1996.*

10.10     Employment Agreement dated September 30, 1997 between Mountain
          Aircraft Services, LLC and J. Leonard Martin, incorporated by refer-
          ence to Exhibit 10.10 to the Company's Quarterly Report
          Form 10-Q for the quarter ended December 31, 1997.*

10.11     Omibus Securities Award Plan.*

21.1      List of subsidiaries of the Company, incorporated by reference to 
          Exhibit 21.1 of the Company's Quarterly Report on Form 10-Q for the
          period ended September 30, 1997

27.1      Financial Data Schedule (For SEC use only)

_______________________


 * Management compensatory plan or arrangement required to be filed as an
exhibit to this report.

 b.   Reports on form 8-K

 No Current Reports on Form 8-K were filed in the first quarter of fiscal
1999.





                                       13<PAGE>



                                   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 thereunto duly authorized.


                         AIR TRANSPORTATION HOLDING COMPANY, INC.
                                     (Registrant)


Date:  August 10, 1998              /s/ Walter Clark
                          Walter Clark, Chief Executive Officer

Date:  August 10, 1998              /s/ John Gioffre
                          John J. Gioffre, Vice President-Finance




































                                       14<PAGE>





                    AIR TRANSPORTATION HOLDING COMPANY, INC.
                                 EXHIBIT INDEX

Exhibit                                                      PAGE

10.2 Loan Agreement among NationsBank of North
        Carolina, N.A., the Company and its
        Subsidiaries, dated July 17, 1998                   16-28

10.11 Omnibus Securities Award Plan                         29-60















































                                       15<PAGE>


