WHITEHALL CORP 10-K

FORM 10-K FOR YEAR ENDED DECEMBER 31, 1997

ASSET CONTRIBUTION AGREEMENT DATED 11/7/96

ASSET PURCHASE AGREEMENT DATED 7/8/97

LEASE AGREEMENT DATED 5/1/93

STOCK PURCHASE AGREEMENT DATED 2/13/97

1ST AMENDMENT TO STOCK PURCHASE AGREEMENT-3/31/97

SUBSIDIARIES OF THE REGISTRANT

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

FINANCIAL DATA SCHEDULE