UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                          FORM 10-K/A                     
(Mark One)               (AMENDMENT #2)    
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
             EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended April 30, 1993
                               OR
[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____ to _____

                  Commission file number 0-3797

                       BURNUP & SIMS INC.
     ______________________________________________________
     (Exact name of registrant as specified in its charter)

                 Delaware                              59-1259279
(State or other jurisdiction of incorporation      (I.R.S. Employer
                or organization)                   Identification No.)

One North University Drive, Ft. Lauderdale, FL         33324
  (Address of principal executive offices)           (Zip Code)

                         (305) 587-4512
      (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
     Title of each class                     Name of each exchange on 
                                                 which registered 

12% Convertible Subordinated Debentures     
       due November 15, 2000                 Philadelphia Stock Exchange
_______________________________________      ___________________________

Securities registered pursuant to Section 12(g) of the Act:
              Common Stock, par value $.10 per share
                         (Title of class)

 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 ___
      
 Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K. [ X ]

 The aggregate market value of the voting stock held by non-affiliates of 
the registrant computed by reference to the closing price on July 19, 1993
was $16,413,758.

 The number of shares of common stock outstanding as of July 19,1993 was  
8,768,339.

 DOCUMENTS INCORPORATED BY REFERENCE

 Portions of this registrant's Proxy Statement which will be filed on or
before August 30, 1993 are incorporated by reference into Part III.
                                                     Page 1 of 27 


BURNUP & SIMS BUSINESSES

Burnup & Sims Inc. was founded in 1929 and together with its
subsidiaries ("Burnup & Sims" or the "Company") currently provides a wide 
range of cable design, installation and maintenance services to telephone, 
CATV and utility service customers throughout the United States. These 
services are rendered through various subsidiary companies located 
principally in California, Florida, Georgia, Mississippi, North Carolina, 
and Texas. In addition, the Company is a manufacturer of power supplies 
for the CATV industry, operates a motion picture theatre chain in the 
Southeastern U.S. and also provides commercial printing and graphic arts 
services.

See "Industry Segment Information" in the Notes to Consolidated Financial 
Statements for information related to revenues, operating profit, and 
identifiable assets of each of the Company's principal business segments. 
The Company's financial results for the last three years reflect volume 
declines and net losses which include the impact of prolonged economic 
pressures within the Telephone Services industry. (See "Management's 
Discussion and Analysis of Financial Condition and Results of Operations").

The Company's backlog of orders, which is substantially represented by 
written contracts and purchase orders and does not include work to be 
performed under telephone master contracts, approximated $15,609,000 at 
April 30, 1993, consisting of $10,594,000 related to Telephone Services and 
$5,015,000 related to Cable Television and Utility Services, respectively. 
Backlog of $18,427,000 at April 30,1992 was comprised of $11,583,000 and 
$6,844,000 related to Telephone Services and Cable Television and Utility 
Services, respectively. Substantially all of the backlog as of April 30, 1993
is expected to be completed by April 30, 1994. Backlog is not material for 
the General Products and Other segment.

The Company obtains its raw materials and supplies from various sources and 
is not dependent upon any one supplier.

Operations of the Company are somewhat seasonal, and this has historically 
resulted in reduced revenues during the third quarter (November, December 
and January) relative to other quarters. During winter months, inclement 
weather in certain areas reduces the volume and efficiency of outside 
service activities. Additionally, certain Telephone Services customers may 
reduce expenditures for plant construction and maintenance during the 
latter part of their budgetary year, which typically ends in December.

The sale of the Company's goods and services to foreign markets generated 
less than one percent of revenues for fiscal year 1993. Work performed in 
offshore U.S. territories approximated 6% of revenues for 1993 and 1992, 
respectively. The Company is currently pursuing additional offshore 
opportunities and has entered into joint venture agreements with local 
partners in certain South American and East European countries to provide 
telecommunications services. The Company intends to finance its portion of 
such projects with internally-generated funds and, as necessary, through 
the redeployment of machinery and equipment and supervisory personnel from 
certain domestic areas of operation. 

At April 30, 1993, the Company employed 2,255 people, of which 1,505 were 
employed in the Telephone Services segment, 237 in the Cable Television 
and Utility Services segment, and 513 in the General Products and Other 
segment.



                                                     Page 2 of 27



Telephone Services

The installation and maintenance of underground cable and conduit, aerial 
lines, manholes, and telephone equipment for regional telephone companies, 
long distance carriers and private business are among the services provided 
by Burnup & Sims. The Company also provides fiber-optic design and 
installation services which require specialized skills for a number of long 
distance and regional telephone companies. Customers typically supply 
materials such as poles, cable, conduit and telephone equipment, and the 
Company provides expertise, personnel, tools and equipment necessary to
perform installation services. Engineering and other types of personnel to 
supplement the day-to-day requirements of telephone companies and to meet 
their emergency and peak load maintenance and installation needs are also 
provided by the Company.

Burnup & Sims provides services in approximately 35 states with a substantial 
portion of the work performed in California, Florida, Mississippi, North 
Carolina, Texas, and Tennessee. During the year ended April 30, 1993, 
approximately 18% and 14% of revenues were derived from the Southern Bell 
and South Central Bell units of Bell South Telecommunications, Inc., 
respectively. The Company sold a minority interest in a Telephone Services 
subsidiary, and is party to various agreements providing an option to the 
minority holder to purchase the remaining shares of common stock of the 
subsidiary, which is currently the subject of dispute. (See "Industry 
Segment Information" and "Litigation" in the Notes to Consolidated Financial 
Statements".)

The Company provides master contract services for telephone companies. 
Under master contracts, Burnup & Sims has the exclusive right to perform 
specified work for customers for the contract duration (excluding work 
customers may perform themselves and projects which exceed stipulated 
amounts).  During the years ended April 30, 1993, 1992, and 1991, revenues 
of approximately $62,000,000, $66,000,000, and $75,000,000, respectively, 
were derived from work performed under master contracts. The Company may 
be compensated on an hourly basis or at a fixed unit price for services 
rendered. Master contracts are generally for one to three-year terms and 
may be terminated upon 60 days notice by either party. Master contracts 
may be renewed through negotiations between the Company and its customers 
or customers may elect to award these contracts on the basis of competitive 
bidding.

The market for telephone services is highly competitive and management 
believes the factors for success include quality, reliability, price and 
promptness of performance. Although most companies in this field tend to 
operate in a limited geographical area, a number of competitors may bid on 
a particular project without regard to location. On a national basis, 
neither the Company nor any of its competitors can be considered dominant 
in the industry, which is characterized by a large number of companies, 
most of which are smaller than the Company.

Changes in the level of telephone company capital expenditures, influenced 
by prevailing interest rates and the allowance or disallowance of telephone 
rate increases by public regulatory agencies, may affect the volume of work 
available to the Company.  Additionally, certain telephone companies may 
utilize their own personnel to perform all or some part of the types of 
services provided by the Company.





                                                     Page 3 of 27


Cable Television and Utility Services

The Company, which began installation of CATV systems in 1961, installs 
underground and aerial portions of new and existing CATV systems, and 
provides customer installation and hookup services at CATV subscriber homes. 
The work is generally performed under fixed unit price contracts and the 
Company's customers have consisted principally of operators of CATV systems. 
Management believes experience, dependability and mobility are the principal
competitive factors that contribute to success.

The CATV industry is regulated by local, state and federal laws, and such 
governmental regulation has a direct effect upon whether new CATV systems 
are built or existing systems are improved, thus directly affecting the 
availability of work for which the Company may compete. The industry is 
characterized by a large number of companies which provide CATV services.

The Company is a manufacturer of power supplies for sale to CATV operators 
and distributors. Although the market for these products is highly competitive,
management believes its position in this market is attributable to such factors
as technical capability, price, reliability and service.

The Company also installs underground and aerial electrical distribution 
systems. Customers for these services consist principally of electric utility 
companies and other businesses located in the Southeastern and South Central 
United States. The major competitive factor for Utilities Services work is 
price, and a substantial portion of the work performed is awarded on the basis
of competitive bids. There are numerous competitors qualified to perform the 
same services which the Company provides.

The installation of CATV and utility systems requires a substantial capital 
outlay by the system owners, and their ability to secure capital at acceptable
financing rates directly affects the availability of work.

General Products and Other

The Company operates a motion picture theatre chain consisting of 94 screens 
at 32 locations in Florida and two locations in Georgia. Twenty-two of the 
theatres are indoor and 12 are drive-ins. The Company derives a substantial 
portion of its theatre revenues and profits from food and beverage concessions
which it operates in all of the theatres.

The Company's theatres exhibit first, second and third run films of major 
motion picture distributors. The availability of popular films has a 
significant effect on both admission and concession revenues. The Company's 
theatre operations are highly dependent on major film distributors for an 
adequate supply of such films. The Company competes with numerous other film 
exhibitors and entertainment attractions in its operating areas.

The Company also offers commercial printing products and graphic arts services.
The principal customers are businesses located in Florida and the Northeast 
United States. The printing business is extremely competitive and no one 
company is considered dominant.









                                                     Page 4 of 27

LEGAL PROCEEDINGS

Albert H. Kahn v. Nick A. Caporella, et al., Civil Action No. 11890 was filed 
in December 1990 by a shareholder of the Company in the Court of Chancery of 
the State of Delaware in and for New Castle County against the Company, the 
members of its Board of Directors, and against National Beverage Corp. ("NBC")
as a purported class action and derivative lawsuit.
 
The class action claims allege, among other things, that the Board of 
Directors of the Company, and NBC, as its largest shareholder, breached their 
respective fiduciary duties in approving (i) the dividend by the Company of 
its shares of NBC common stock (the "Distribution") and (ii) the exchange of 
certain shares of the Company's stock held by NBC for certain indebtedness of 
NBC held by the Company (the "Exchange"; the Distribution and the Exchange are
hereinafter referred to as the "1991 Transaction"), in allegedly placing the 
interests of NBC ahead of the interests of the other shareholders of the 
Company.

The derivative action claims allege, among other things, that the Board 
of Directors of the Company has breached their fiduciary duties by approving 
executive officer compensation arrangements, by financing NBC's operations 
on a current basis, and by permitting the interests of the Company to be 
subordinated to those of NBC. In the lawsuit, plaintiff seeks to rescind the 
1991 Transaction and to recover damages. (See "Transactions with NBC" in 
the Notes to Consolidated Financial Statements.)

In May 1993, plaintiff filed a motion to amend its class action and
shareholder derivative complaint (the "Proposed New Complaint").
The Proposed New Complaint alleges that the Special Committee (the
"Committee") that approved the 1991 Transaction was not independent and
that, therefore, the 1991 Transaction was neither protected by the 
business judgement rule or in accordance with a settlement agreement 
(the "1990 Settlement") entered into in 1990 pertaining to certain 
prior litigation. The Proposed New Complaint also makes other 
allegations which involve (i) further violations of the 1990 Settlement 
by engaging in certain transactions not approved by the Committee; 
(ii) the sale of a subsidiary of the Company to a former officer of the 
Company; (iii) the timing of the 1991 Transaction and (iv) the treatment 
of executive stock options in the 1991 Transaction.

The Company believes that the allegations in the complaint and the Proposed 
New Complaint are without merit, and intends to vigorously defend this action.

William C. Deviney, Jr. v. Burnup & Sims, Inc. et al., Civil Action
No. 152350 was filed in the Chancery Court of the First Judicial
District of Hines County, Mississippi on May 3, 1993. The plaintiff in 
this action filed suit seeking specific performance of alleged obligations 
of the Company pursuant to a stock purchase agreement and related 
agreements entered into in 1988. Pursuant to the agreements, the Company 
sold to plaintiff a minority interest in a Telephone Services subsidiary 
and granted to plaintiff an option to purchase the remaining stock if 
certain conditions were satisfied. (See "Industry Segment Information" 
in the Notes to Consolidated Financial Statements.) Alternatively, 
plaintiff seeks unspecified damages for breach of contract and for 
alleged breaches of fiduciary duties, and seeks an award of punitive 
damages and attorney's fees for alleged bad faith conduct in connection 
with the stock purchase agreement and related matters. The Company believes 
that the allegations in the complaint are without merit and intends to 
vigorously defend this action. Additionally, the Company has filed 
counterclaims which, among other things, seek a declaratory judgement 
that the plaintiff's failure to satisfy certain material conditions 
terminated his rights under the stock purchase agreement.

                                                     Page 5 of 27


LEGAL PROCEEDINGS (Continued)

The Company and its subsidiaries are parties to various legal proceedings, 
including suits in which it is a defendant.

In the opinion of management, the ultimate outcome of the legal proceedings 
will not have a material adverse effect on the financial position of the 
Company.




FINANCIAL STATEMENTS


BURNUP & SIMS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS 
For the Three Years Ended April 30, 1993
                                    
                                      1993             1992             1991
                               -----------      -----------      -----------
Revenues                      $140,987,000     $153,521,000     $175,236,000
                               -----------      -----------      -----------
Costs of Revenues (exclusive of              
 depreciation and amortization      
 shown separately below)       127,316,000      133,957,000      150,085,000
General and Administrative      18,438,000       16,239,000       15,572,000
Depreciation and Amortization    6,163,000        6,918,000        8,498,000
Interest Expense                 4,583,000        4,847,000        6,161,000
Interest and Dividend Income    (4,016,000)      (4,035,000)      (6,908,000)
Other Expense (Income)           1,761,000       (2,798,000)       4,520,000
                               -----------      -----------      ----------- 
Total Costs and Expenses       154,245,000      155,128,000      177,928,000
                               -----------      -----------      -----------
Loss Before Income Taxes and
 Equity in Net Income of NBC   (13,258,000)      (1,607,000)      (2,692,000)
Credit for Income Taxes         (3,950,000)        (560,000)      (1,082,000)
                               -----------      -----------      -----------
Loss Before Equity in Net
 Income of NBC                  (9,308,000)      (1,047,000)      (1,610,000)
Equity in Net Income of NBC              0                0          828,000
                               -----------      -----------      -----------
Net Loss                      $ (9,308,000)    $ (1,047,000)    $   (782,000)
                               ===========      ===========      ===========
Loss Per Share                $      (1.06)    $       (.12)    $       (.08)
                               ===========      ===========      ===========

See accompanying notes.













                                                     Page 6 of 27




BURNUP & SIMS INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Three Years Ended April 30, 1993                                       

                                                    Pro Rata
(Dollars in Thousands)   Common  Capital  Retained  Interest  Treasury
                          Stock  Surplus  Earnings   in NBC     Stock     Total
                         ------  -------  --------  --------  --------  --------
Balance April 30, 1990   $1,601  $71,926  $55,034  $(17,347) $(51,079) $ 60,135
Net Loss                                     (782)                         (782)
Distribution of NBC                                        
 Common Stock                              (5,904)   17,347              11,443
Taxes Payable on the
 Distribution of NBC
 Common Stock                              (5,000)                       (5,000)
Exchange of Common Shares 
 for Debt due from NBC                                        (23,061)  (23,061)
Common Stock Issued Under
 Stock Option Plans           1       99                                    100
                         ------  -------  --------  --------  --------  --------
Balance April 30, 1991    1,602   72,025   43,348         0   (74,140)   42,835
Net Loss                                   (1,047)                       (1,047)
                         ------  -------  --------  --------  --------  --------
Balance April 30, 1992    1,602   72,025   42,301         0   (74,140)   41,788
Net Loss                                   (9,308)                       (9,308)
Adjustment of Prior
 Year Tax Benefits                   835      349         0         0     1,184
                         ------  -------  --------  --------  --------  --------
Balance April 30, 1993   $1,602  $72,860  $33,342  $      0  $(74,140) $ 33,664
                         ======  =======  =======   ========  ========  ========

See accompanying notes.




























                                                     Page 7 of 27     



BURNUP & SIMS INC.
CONSOLIDATED BALANCE SHEETS
April 30, 1993 and 1992

ASSETS                                                  1993               1992
                                                 -----------        -----------
Current Assets

Cash and Cash Equivalents                       $  9,612,000       $ 13,335,000
Accounts Receivable - Net                         19,314,000         23,065,000
Unbilled Revenues                                  3,572,000          4,096,000
Inventories                                        4,246,000          4,843,000
Accrued Interest Receivable and Other - NBC          568,000          1,139,000
Refundable Income Taxes                            4,310,000            462,000
Other                                                998,000          1,247,000
                                                 -----------        -----------
Total Current Assets                              42,620,000         48,187,000
                                                 -----------        -----------
Preferred Stock and Long-Term Notes
 Receivable - NBC                                 31,184,000         31,437,000
                                                 -----------        -----------
Property - At Cost

Land                                               3,192,000          3,261,000
Buildings and Improvements                        12,221,000         12,464,000
Machinery and Equipment                           59,441,000         60,683,000
                                                 -----------        -----------
Total                                             74,854,000         76,408,000
Less Accumulated Depreciation                    (56,818,000)       (57,197,000)
                                                 -----------        -----------
Property - Net                                    18,036,000         19,211,000 
                                                 -----------        -----------
Other Assets
Excess of Cost over Equity of
 Businesses Acquired                               3,279,000          5,712,000
Real Estate Investments                           11,663,000         10,342,000
Miscellaneous                                      2,135,000          3,571,000
                                                 -----------        -----------
Total Other Assets                                17,077,000         19,625,000
                                                 -----------        -----------
Total                                           $108,917,000       $118,460,000 
                                                 ===========        ===========



















                                                     Page 8 of 27



LIABILITIES AND SHAREHOLDERS' EQUITY                   1993               1992
                                                 -----------        ----------

Current Liabilities

Current Maturities of Debt                      $  3,873,000       $  4,279,000
Accounts Payable                                   9,821,000          8,591,000
Accrued Insurance                                  2,839,000          2,644,000
Accrued Compensation                               1,970,000          1,964,000
Accrued Interest                                   1,499,000          3,007,000
Accrued Income Taxes                                  57,000            507,000
Deferred Income Taxes                                      0            331,000
Other                                              6,362,000          5,066,000
                                                 -----------        -----------
Total Current Liabilities                         26,421,000         26,389,000
                                                 -----------        -----------
Other Liabilities                                 12,076,000         10,253,000
                                                 -----------        -----------
Long-Term Debt                                    12,256,000         12,905,000
                                                 -----------        -----------
Convertible Subordinated Debentures               24,500,000         27,125,000
                                                 -----------        -----------
Shareholders' Equity

Common Stock, $.10 par value, authorized
 25,000,000 shares; issued 16,021,714 shares;
 outstanding 8,768,339 shares in 1993 and 1992     1,602,000          1,602,000 
Capital Surplus                                   72,860,000         72,025,000
Retained Earnings                                 33,342,000         42,301,000
Treasury Stock                                   (74,140,000)       (74,140,000)
                                                 -----------        -----------
Total Shareholders' Equity                        33,664,000         41,788,000
                                                 -----------        -----------
Total                                           $108,917,000       $118,460,000
                                                 ===========        ===========

See accompanying notes.
























                                                     Page 9 of 27


BURNUP & SIMS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Years Ended April 30,1993
                                             1993           1992           1991
                                       ----------    -----------    -----------
Cash Flows from Operating Activities:

Net Loss                              $(9,308,000)  $ (1,047,000)  $   (782,000)
Adjustments to Reconcile Net Loss 
 to Net Cash Provided by 
 Operating Activities:
  Depreciation and Amortization         6,163,000      6,918,000      8,498,000
  Undistributed Earnings of NBC                 0              0       (828,000)
  Losses Related to Subsidiary Sold -
   Net of Income Taxes                          0              0      4,500,000
  Gain on Sales of Assets              (1,075,000)    (1,548,000)      (667,000)
  Gain on Repurchase of Debentures       (291,000)    (1,111,000)      (912,000)
  Write-off of Excess of Cost over
   Equity of Business Acquired          2,017,000              0              0
Changes in Operating Assets and
 Liabilities - Net of Effects of
  Subsidiary Sold:
  Accounts Receivable - Net
   and Unbilled Revenues                4,277,000      3,146,000      6,210,000
  Inventories                             597,000        610,000       (563,000)
  Interest Receivable                      64,000      1,535,000      1,349,000
  Refundable Income Taxes              (3,848,000)      (462,000)             0
  Accounts Payable and Accrued Expenses 2,242,000      1,979,000     (4,119,000)
  Interest and Income Taxes            (1,681,000)    (1,398,000)     2,835,000
  Other Liabilities                     2,399,000     (2,867,000)       189,000
  Other, Net                            1,380,000       (705,000)    (1,457,000)
                                       ----------     ----------     ----------
Net Cash Provided by Operating
 Activities                             2,936,000      5,050,000     14,253,000
                                       ----------      ---------     ----------
Cash Flows from Investing Activities:

Proceeds from Sales of Assets           1,068,000        437,000        783,000
Capital Expenditures                   (4,338,000)    (4,493,000)    (4,395,000)
                                       ----------     ----------     ----------
Net Cash Used in Investing Activities  (3,270,000)    (4,056,000)    (3,612,000)
                                       ----------     ----------     ----------




















                                                     Page 10 of 27

                      
BURNUP & SIMS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

For the Three Years Ended April 30,1993
                                             1993           1992           1991
                                       ----------    -----------    -----------
Cash Flows from Financing Activities:

Taxes Payable on Distributions
 of NBC Common Stock                            0              0     (5,000,000)
Costs of Exchange of Common Shares
 for Debt due from NBC                          0              0       (561,000)
Borrowings Under Line of
 Credit Agreement                               0      8,000,000              0
Repayments Under Line of
 Credit Agreement                      (5,000,000)    (3,000,000)             0
Short-Term Debt Borrowings
 (Repayments)                                   0              0     (5,000,000)
Long-Term Debt Borrowings               5,640,000      9,381,000        267,000
Long-Term Debt Repayments              (4,029,000)   (12,910,000)    (7,255,000)
Proceeds from Issuance of 
 Common Stock - Net                             0              0        100,000
                                       ----------    -----------    -----------
Net Cash Provided (Used) by
 Financing Activities                  (3,389,000)     1,471,000    (17,449,000)
                                       ----------    -----------    -----------
Net Increase (Decrease) in Cash and
 Cash Equivalents                      (3,723,000)     2,465,000     (6,808,000)
Cash and Cash Equivalents -
 Beginning of Year                     13,335,000     10,870,000     17,678,000
                                       ----------    -----------    -----------
Cash and Cash Equivalents -
 End of Year                          $ 9,612,000   $ 13,335,000   $ 10,870,000
                                       ==========    ===========    ===========

See accompanying notes.


























                                                     Page 11 of 27


NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation and Presentation

The consolidated financial statements include Burnup & Sims Inc.
and its subsidiaries (the "Company" or "Burnup & Sims"). All
material intercompany accounts and transactions have been
eliminated. Certain prior year amounts have been reclassified to
conform to the current presentation.

Contracts

Revenues from contracts are accounted for by the percentage of
completion method whereby income is recognized based on the
estimated stage of completion of individual contracts. Prospective
losses on such contracts are provided for when they become known.

Inventories

Inventories (consisting principally of material and supplies) are
valued at the lower of first-in, first-out cost or market.

Property

Property and equipment are recorded at cost. Depreciation is
provided for using the straight-line method over the estimated
useful life of the assets as follows: Buildings and Improvements -
5 to 40 years, and Machinery and Equipment - 3 to 15 years.
Depreciation expense was $5,517,000 for 1993, $6,240,000 for 1992,
and $7,788,000 for 1991.

Expenditures for maintenance and repairs are charged to income as
incurred. Major expenditures for betterments and renewals are
capitalized. The carrying amounts of assets sold or retired and
related accumulated depreciation are eliminated in the year of
disposal and the resulting gains and losses are included in income.

Income Taxes

Certain income and expense items are accounted for differently for financial 
reporting purposes and for income tax purposes. A provision for deferred 
taxes is made in recognition of these temporary differences using the 
liability method in accordance with the provisions of Statement of Financial 
Accounting Standards No. 96 "Accounting for Income Taxes" ("SFAS No. 96").

In February 1992, the Financial Accounting Standards Board adopted Statement 
of Financial Accounting Standards No. 109, "Accounting for Income Taxes", 
which will supersede SFAS No. 96. The Company must adopt this pronouncement 
in its financial statements for fiscal years beginning after December 15, 1992 
and anticipates the adoption of this pronouncement will be immaterial to its 
financial results. 









                                                     Page 12 of 27


NOTES TO FINANCIAL STATEMENTS (Continued)

Excess of Cost Over Equity of Businesses Acquired

The excess of cost over equity of businesses acquired (goodwill) is being 
amortized generally over forty years. The Company periodically evaluates 
its long-lived assets, including goodwill, and adjusts such assets 
accordingly when it is deemed probable that the recorded amounts are not 
recoverable. For the fiscal year ended April 30, 1993, the Company wrote 
off $2,017,000 of the remaining goodwill of a Telephone Services subsidiary 
which has closed several of its operating areas due to economic and
competitive pressures. Goodwill is net of accumulated amortization of 
$4,456,000 for 1993 and $6,092,000 for 1992. Goodwill amortization was 
$519,000 for 1993 and 1992, and $604,000 for 1991.

Accrued Insurance

The Company is self-insured for certain casualty and worker's compensation 
exposures and, accordingly, accrues the present value of estimated losses 
not otherwise covered by insurance.

Investments

The Company's investment in preferred stock of National Beverage Corp. 
("NBC") is stated at cost, which does not exceed estimated net realizable 
value. Until February 1991, the Company used the equity method to account 
for its investment in the common stock of NBC. Equity in Net Income of NBC 
for 1991 is reported net of costs incurred by the Company related to the 
distribution of all of the common stock of NBC held by the Company. (See 
"Transactions with NBC".)

Real estate investments are carried at cost, which is less than estimated 
market value.

Statement of Cash Flows

For purposes of the statements of cash flows, the Company generally
considers all highly liquid securities (consisting primarily of repurchase 
agreements, short-term money-market investments, certificates of deposit, 
and municipal obligations) with an original maturity or redemption option of 
three months or less, to be cash equivalents. Cash paid (refunded) for income 
taxes was $(205,000) in 1993, $2,670,000 in 1992, and $4,669,000 in 1991. 
Cash payments for interest were $4,753,000, $5,030,000, and $6,009,000 
for 1993, 1992, and 1991 respectively.
          
Non-cash transactions for the fiscal year ended April 30, 1993 include 
the write-off of goodwill of $2,017,000 and the write-off of certain 
receivables, inventory, and other assets with respect to closed and 
other unprofitable areas of operation (primarily Telephone Services) of 
$2,019,000 less the related tax benefit of $707,000.












                                                     Page 13 of 27


2. ACCOUNTS RECEIVABLE - NET

Accounts receivable are net of an allowance for doubtful accounts of 
$803,000 and $3,972,000 at April 30, 1993 and 1992, respectively. 
Accounts receivable include retainage which has been billed but is not 
due until the completion of performance and acceptance by customers, 
and claims for additional work performed outside original contract terms. 
Retainage aggregated $590,000 and $840,000 at April 30, 1993 and 1992, 
and claims aggregated approximately $3,100,000 at April 30, 1992. Such 
claims were settled during the fiscal year ended April 30, 1993 which
resulted in a write-off of unreserved amounts of approximately $1,500,000. 
While certain amounts are subject to litigation, negotiation, and 
counterclaims in the ordinary course of business, which could delay 
settlement, substantially all accounts receivable are collectable within 
one year. Bad debt expense, including both provisions for doubtful accounts
and direct write-offs of certain claims and receivables, approximates
$3,053,000, $1,710,000, and $2,096,000 (including approximately $1,700,000
related to a provision for receivables of a subsidiary sold) for the fiscal
years ended April 30, 1993, 1992, and 1991, respectively.  

3. OTHER LIABILITIES

Other Liabilities are summarized as follows:
(Dollars in Thousands)                           1993          1992
                                               ------        ------
Deferred Income Taxes                         $ 3,612       $ 3,218
Accrued Interest - Prior Years' Taxes           2,187         1,985
Accrued Insurance                               6,277         5,050
                                               ------        ------
Other Liabilities                             $12,076       $10,253
                                               ======        ======

4. DEBT

Debt is summarized as follows:
(Dollars in Thousands)                           1993          1992
                                               ------        ------
Term Loan payable to Bank, at Prime
 plus 1/2% (61/2% at April 30, 1993)          $12,849       $ 8,729
Revolving Loan payable to Bank, at Prime
 plus 1/2%                                          0         5,000
Capital Leases and Other, at Interest Rates
 from 9% to 13%, due in Installments
 through 1994                                     655           830
12% Convertible Subordinated Debentures
 due 2000                                      27,125        29,750
                                               ------        ------
Total Debt                                     40,629        44,309
Less Current Maturities                         3,873         4,279
                                               ------        ------          
Non-Current Debt                              $36,756       $40,030
                                               ======        ======










                                                     Page 14 of 27

DEBT (Continued)

The indenture under which the debentures are issued requires an annual 
payment to a sinking fund, which commenced November 15, 1990, calculated 
to retire 75% of the issue prior to maturity. The Company has the option 
to redeem all or part of the debentures prior to the due date by paying 
the principal amount at face value. Included in Other Income is a gain 
of approximately $291,000 in 1993, $1,111,000 in 1992 and $912,000 in 
1991 from the repurchase of $2,625,000 face amount of debentures acquired 
to meet sinking fund requirements. The debentures are convertible into the
Company's common stock (the "Common Stock") at an adjusted conversion price 
of $16.79 per share. At April 30, 1993, approximately 1,616,000 shares were 
reserved for conversion.

On August 2, 1991, the Company entered into an agreement with a bank 
(the "Bank Agreement") to refinance an existing term loan. The facilities 
extended to the Company under the Bank Agreement include (1) a six-year 
term loan in the initial principal amount of $9,188,000 bearing interest 
at one-half of one percent over the prime rate and payable in equal 
quarterly installments computed on a fifteen-year amortization schedule 
(the "Term Loan"); (2) a revolving line of credit facility bearing interest 
at one-half of one percent over the prime rate (the "Revolving Loan"); 
and (3) a facility for the issuance of letters of credit. During fiscal 
1993, the Company refinanced $5,000,000 which had been borrowed under the
Revolving Loan from an advance under the provisions of the Term Loan. 
Real estate with a book value of approximately $2,500,000 at April 30, 1993 
is pledged as collateral for the Term Loan. In April 1993, the Company 
entered into an agreement to sell certain real estate which was pledged 
as collateral for the Term Loan; the transaction was finalized during the 
first quarter of the Company's fiscal year ending April 30, 1994. 
Pursuant to the provisions of the Term Loan, the net proceeds from the 
real estate sale of approximately $2,900,000 was applied to the 
non-current portion of the Term Loan.

Debt agreements contain, among other things, restrictions on the payments 
of dividends and require the maintenance of certain financial covenants. 
The Company's 1993 financial results resulted in non-compliance with 
certain financial covenants under its Term Loan. The Company has obtained 
waivers of such covenants for the fiscal year ended April 30, 1993 and 
the bank and the Company agreed to a modification for future periods for 
various covenants, including those with which the Company had not complied. 
In addition, the Company agreed that if the Series C Preferred Stock of NBC 
(see "Transactions with NBC") is redeemed, the proceeds will be used to 
retire amounts due under the Term Loan.

Pursuant to its loan agreements, the Company is currently prohibited from 
declaring or paying dividends.

At April 30, 1993, debt matures as follows:

Fiscal Year Ending                           (Dollars in Thousands)
- -------------------                          ----------------------
1994                                                       $ 3,873
1995                                                         3,690
1996                                                         3,694
1997                                                         3,695
1998                                                         3,673
After 1998                                                  22,004
                                                            ------
Total                                                      $40,629
                                                            ======

                                                     Page 15 of 27 


5. LEASED PROPERTIES

The Company leases certain theatre locations, operating equipment, offices 
and equipment yard facilities under cancelable and noncancelable agreements. 
Total rental expense approximated $5,312,000 in 1993, $4,800,000 in 1992, 
and $4,000,000 in 1991. Future minimum lease payments under all leases with 
initial or remaining noncancelable lease terms in excess of one year, 
at April 30, 1993, are as follows:
                                          (Dollars in Thousands)
                                          ----------------------
                                       Capital            Operating
Fiscal Year Ending April 30,            Leases              Leases
                                       -------            ---------
1994                                     $280              $ 3,247
1995                                      130                2,473
1996                                      125                2,094
1997                                      115                1,653
1998                                       83                1,432
Remaining years                             0               16,056
                                       -------            ---------
Total minimum lease payments             $733              $26,955
                                                          =========
Less: Amount representing interest       (129)
                                       -------
Present value of net minimum
 lease payments                          $604
                                       =======

Lease agreements frequently include renewal options and require that 
the Company pay for utilities, taxes, insurance and maintenance expense. 
Options to purchase are also included in some lease agreements, 
particularly capital leases.

The net book value of assets acquired under capital leases included in 
Machinery and Equipment at April 30, 1993 and 1992 approximates $731,000 
and $342,000, respectively. Amortization of such assets is included in 
depreciation expense.
























                                                     Page 16 of 27


6. INDUSTRY SEGMENT INFORMATION

Business segment information is summarized as follows:

(Dollars in Thousands)
Years Ended April 30,                         1993        1992        1991
                                           -------     -------     -------
Revenues
 Telephone Services                       $100,444    $112,260    $122,949
 Cable Television and Utility Services      19,002      21,231      32,434
 General Products and Other                 21,541      20,030      19,853
                                           -------     -------     -------
Total Revenues                            $140,987    $153,521    $175,236
                                           =======     =======     =======

Operating Profit (Loss)
 Telephone Services                       $ (9,083)   $    (20)   $  3,780
 Cable Television and Utility Services         113        (849)     (6,917)
 General Products and Other                   (385)        (81)       (120)
                                           -------     -------     -------
Total Operating Profit (Loss)               (9,355)       (950)     (3,257)
General Corporate Income (Expense), Net     (3,903)       (657)        565
                                           -------     -------     -------
Loss Before Income Taxes and Equity in
 Net Income of NBC                        $(13,258)   $ (1,607)   $ (2,692)
                                           =======     =======     =======
Identifiable Assets
 Telephone Services                       $ 32,731    $ 39,172    $ 45,753
 Cable Television and Utility Services       9,723      10,654      12,075
 General Products and Other                 17,248      18,233      18,773
 Corporate Assets                           49,215      50,401      46,072
                                           -------     -------     -------
Total Assets                              $108,917    $118,460    $122,673
                                           =======     =======     =======

Depreciation and Amortization
 Telephone Services                       $  4,380    $  4,565    $  5,657
 Cable Television and Utility Services         728       1,021       1,603
 General Products and Other                  1,055       1,332       1,238
                                           -------     -------     -------
Total Depreciation and Amortization       $  6,163    $  6,918    $  8,498 
                                           =======     =======     =======

Capital Expenditures
 Telephone Services                       $  2,610    $  3,214    $  3,165
 Cable Television and Utility Services         721         625         838
 General Products and Other                  1,007         654         392
                                           -------     -------     -------
Total Capital Expenditures                $  4,338    $  4,493    $  4,395 
                                           =======     =======     =======

The Company's operations are organized into three principal business 
segments - Telephone Services, Cable Television and Utility Services, 
and General Products and Other. General Products and Other includes the 
Company's printing, theatre and real estate operations. Operating profit 
consists of revenues less costs and expenses and does not include interest 
and dividend income, general corporate expenses, interest expense and 
income taxes. There are no material intersegment sales or transfers. 
Identifiable assets are those assets used for operations in each business 
segment. Corporate assets are principally cash and investments and amounts
due from NBC.
                                                     Page 17 of 27


INDUSTRY SEGMENT INFORMATION (Continued)
 
One operating unit of a Telephone Services customer accounted for
approximately 18% of revenues for each of the fiscal years ended
April 30, 1993, 1992, and 1991, respectively. Another operating
unit of the same customer comprised 14% of revenues for fiscal year
1993, 11% of revenues for fiscal year 1992 and 10% of revenues for
the fiscal year ended April 30, 1991.

On January 31, 1991, the Company sold a subsidiary which was
included in the Cable Television & Utility Services segment to a
company controlled by a former officer of the Company (the
"Buyer"). Revenues of the subsidiary sold approximated $11,100,000
for the nine-month period ended January 31, 1991, and pretax losses
related to the subsidiary sold of approximately $7,400,000 (which
includes a provision for doubtful accounts for receivables
transferred to the Company from the subsidiary as of the sale date
of approximately $1,700,000) are included in the operating loss of
the Cable Television and Utility Services segment for the year
ended April 30, 1991. The loss (net of estimated income tax
benefit) related to the subsidiary sold of $4,500,000 was recorded
in the quarter ended January 31, 1991. Subsequent to April 30,
1993, the Company accepted a cash payment in settlement of amounts
due from the Buyer.

Effective May 1, 1988, the Company sold a minority interest in a
Telephone Services subsidiary and is party to various agreements
providing an option to the minority holder to purchase the
remaining shares of the subsidiary effective April 30, 1993, if
certain conditions were satisfied. Since the required conditions
were not satisfied and certain disputed payments were not made, the
Company exercised its right to terminate the buyer's option to
purchase the remainder of the stock of the subsidiary. A lawsuit
related to the transaction was filed on May 3, 1993. (See
"Litigation" in the Notes to Condensed Consolidated Financial
Statements). The subsidiary's revenues approximated $19,000,000
for each of the three years ended April 30, 1993. Operating profit
of the subsidiary reflected in the table above approximated
$555,000, $1,092,000, and $1,436,000 for 1993, 1992, and 1991,
respectively.

General Corporate Income for 1993, 1992, and 1991 includes a pretax
gain of approximately $291,000, $1,111,000 and $912,000,
respectively, from the repurchase each year of $2,625,000 face
amount of the Company's 12% convertible subordinated debentures.
Until February 1991, the Company owned a 42.1% interest in NBC. NBC
produces and distributes its own branded carbonated beverage and
water products as well as products for third parties. (See
"Transactions with NBC".)












                                                     Page 18 of 27

     
7. INCOME TAXES

The provision (credit) for income taxes consists of the following:

(Dollars in Thousands)                     1993        1992         1991
                                         ------        ----       ------
Current
 Federal                                $(4,034)      $(549)     $ 1,057
 State                                     (100)       (165)         363
                                         ------        ----       ------
                                         (4,134)       (714)       1,420
                                         ------        ----       ------
Deferred
 Federal                                    163          97       (2,099)
 State                                       21          57         (403)
                                         ------        ----       ------
                                            181         154       (2,502)
                                         ------        ----       ------
Total                                   $(3,950)      $(560)     $(1,082)
                                         ======        ====       ======


The provision (credit) for deferred income taxes consists of the
following:

(Dollars in Thousands)                     1993        1992         1991
                                         ------        ----       ------
Cash Basis Accounting                         -           -      $(1,913)
Installment Sale                        $   (19)      $ (88)        (247)
Accrued Liabilities and Expenses            (50)        443         (107)
Accelerated Depreciation                    148         (52)          35
Retainage                                  (116)        (50)        (207)
Other                                       221         (99)         (63)
                                         ------        ----       ------
Total                                   $   184       $ 154      $(2,502) 
                                         ======        ====       ======


The difference between the effective income tax rate and the statutory 
federal income tax rate applied to pretax income (loss) before income 
taxes and equity in net income of NBC is accounted for as follows:

                                           1993        1992         1991
                                          ------      ------       ------
Federal Statutory Rate                    (34.0)%     (34.0)%      (34.0)%
Effect of State Taxes                         -        (4.4)        (1.0)
Effect of Dividend Exclusion               (1.9)      (15.0)       (10.6)
Amortization and Write-off
 of Intangibles                             6.5        11.0          7.7
Adjustment of Prior Years' Taxes           (0.3)        4.4         (0.6)
Other                                      (0.1)        3.1         (1.7)
                                          ------      ------       ------
Provision (Credit) for Income Taxes       (29.8)%     (34.9)%      (40.2)%
                                          ======      ======       ======


In 1993, the income tax consequences of certain prior year charges to 
shareholders' equity were adjusted, resulting in an increase of capital 
surplus and retained earnings of $835,000 and $349,000, respectively. 
                                        
      
                                                     Page 19 of 27


8. STOCK OPTION PLANS

The Company has two non-qualified stock option plans (the "1976 Plan" 
and the "1978 Plan") which provide for the granting of options to 
purchase Common Stock to key employees at prices equal to the fair market 
value on the date of grant. The 1976 Plan and the 1978 Plan expire in 
August 1994 and November 1993, respectively.

The 1976 Plan provides that options may be exercised in four increments 
beginning eighteen months subsequent to the date of grant. Upon exercise 
of the option, the Company will reduce the optionee's purchase price by 
an amount equal to the increase in the fair market value on the exercise 
date of the shares being purchased over the fair market value of such 
shares on the date the option was granted. The purchase price, however, 
cannot exceed 85% of the fair market value of such shares on the exercise 
date, and in no event can the exercise price be less than $.10 per share. 
The holder of the option has the alternative right to cancel such option 
and instead to exercise a stock appreciation right entitling the holder 
to receive cash under certain circumstances. The aggregate amount received 
by participants in each fiscal year is subject to certain maximum limitations. 
Accordingly, the Company accrues compensation based upon the present value 
of its estimated future obligation. Due to the decrease in market value of 
the Common Stock, accrued compensation was reduced by $75,000 in 1993,
$341,000 in 1992, and $1,523,000 in 1991.

On February 13, 1991, NBC sold 24,650 shares of its common stock to the 
Company for an aggregate purchase price of approximately $376,000, which 
was accrued as compensation expense by the Company. The Company distributed 
such shares of NBC common stock to employees who held options to purchase 
the Company's Common Stock on January 28, 1991.

The 1978 Plan provides that options may be exercised in four increments 
beginning one year subsequent to the date of grant. There is no subsequent 
adjustment of the purchase price.

The following is a summary of all option transactions:
                                                         Average Option
                                          Shares         Price Per Share
                                         -------         ---------------
Outstanding April 30, 1990               281,000              $5.75
Granted                                        0                  -
Exercised                                (16,000)              4.01
Cancelled                                (27,000)              5.22
                                         -------              -----
Outstanding April 30, 1991               238,000               5.93
Granted                                        0                  -
Exercised                                      0                  -
Cancelled                                      0                  -
                                         -------              -----
Outstanding April 30, 1992               238,000               5.93
Granted                                        0                  -
Exercised                                      0                  -
Cancelled                                      0                  -
                                         -------              -----
Outstanding April 30, 1993               238,000               5.93
(Exercisable 238,000)                    =======              =====

Reserved for future options              561,000
                                         =======


                                                     Page 20 of 27   


9. TRANSACTIONS WITH NBC

Preferred Stock and Notes Receivable - NBC is comprised of the following:

(Dollars in Thousands)                           1993               1992
                                               ------             ------
Series C 7% Preferred Stock
 150,000 shares, $1.00 par                    $12,700            $12,700
14% Subordinated Debenture,
 due 1994 through 2000,
 net of discount                               17,265             17,213
Promissory Note
 due April 30, 1998                             1,524              2,050
                                               ------             ------
Total                                          31,489             31,963
Less: Current Portion*                            305                526
                                               ------             ------
Preferred Stock and Long-Term
 Notes Receivable - NBC                       $31,184            $31,437
                                               ======             ======

*Included in Accrued Interest Receivable and Other -NBC.

NBC owns approximately 36% of the Company's outstanding stock. IBS
Partners Ltd., whose general partner is Nick A. Caporella, Chairman
of the Board, President and Chief Executive Officer of the Company,
owns 74.7% of the $.01 par value common stock of NBC (the "NBC
Common Stock").

In December 1990, the Company and NBC approved a plan whereby (a)
the Company distributed as a dividend to its shareholders of record
on January 28, 1991, including NBC, all of the NBC Common Stock held 
by the Company (the "Distribution") and (b) NBC exchanged 3,846,153 
shares of the Company's Common Stock held by NBC for certain
indebtedness of NBC held by the Company (the "Exchange").

The Company paid the Distribution by depositing its shares of NBC
Common Stock with a depositary. When NBC's registration Statement
on Form S-1 was declared effective by the Securities and Exchange
Commission on September 6, 1991, the depositary released the shares
to NBC's transfer agent for distribution. The shares of NBC Common
Stock are quoted on the NASD National Market System.

The indebtedness exchanged consisted of a $20,000,000 principal
amount 11 1/2% Senior Subordinated Note which was due on February
1, 1991 and the initial sinking fund payment of an aggregate of
$2,500,000 which was payable on November 1, 1990 on the 14%
subordinated debentures issued by NBC to the Company in the
aggregate principal amount of $20,000,000 (the "Old Subordinated
Debentures"). Upon completion of the Exchange, NBC retained
ownership of approximately 36% of the Company's outstanding Common
Stock and the Company continued to hold $17,500,000 principal
amount of NBC's subordinated debt (the "Subordinated Debenture") as
well as all of NBC's outstanding preferred stock which has a
liquidation value of $15,000,000.






                                                     Page 21 of 27


TRANSACTIONS WITH NBC (Continued)

The maturity date of the Subordinated Debenture is November 1, 2000
and annual sinking fund payments of $2,500,000 commence on November
1, 1994. Pursuant to the Old Subordinated Debentures, sinking fund
payments were to have commenced on November 1, 1990 with the final
principal payment on the Old Subordinated Debentures due on
November 1, 1997. The initial sinking fund payment was deferred
pending the resolution of a previously announced reorganization
plan. The Old Subordinated Debentures also contained covenants with
respect to restrictions on NBC's ability to pay dividends, incur
additional indebtedness, merge or sell substantially all of its
assets or consummate additional acquisitions, which are not
contained in the Subordinated Debenture.

In fiscal 1991, expenses related to the Exchange of approximately
$561,000 were charged to the cost of treasury stock and estimated
income taxes of approximately $5,000,000 resulting from the excess
of the fair market value of the NBC stock distributed over its tax
basis was charged to retained earnings. Also, as a result of the
Distribution, the Company's pro rata interest in the cost of its
shares held by NBC of $17,347,000 was eliminated.

The Company received an opinion from PaineWebber Incorporated that
the Distribution, Exchange and the modification of the terms on the
remaining debt owed by NBC to the Company, taken as a whole, are
fair to the Company's shareholders from a financial point of view.

In April 1992, the Company and NBC entered into a Securities
Purchase Agreement pursuant to which NBC purchased all of the
issued and outstanding shares of common stock of a wholly-owned
subsidiary of the Company (the "Subsidiary") for an aggregate
purchase price of $2,050,000. NBC paid the purchase price by
delivery to Burnup & Sims of a six-year promissory note due April
30, 1998 bearing interest at 1% above the prime interest rate. The
note provides for quarterly principal and interest payments
beginning July 31, 1992. The obligations under the note are secured
by the shares of the Subsidiary. The selling price of the
Subsidiary's stock was determined based upon an independent market
valuation of the two aircraft which comprised the Subsidiary's
primary assets. The Company recognized a pretax gain of
approximately $1,100,000 from the sale of the Subsidiary to NBC.

During 1991, NBC sold 24,650 shares of NBC Common Stock to the
Company for an aggregate purchase price of approximately $376,000.
(See "Stock Option Plans".)

The Company has billed NBC approximately $662,000, $1,312,000 and
$874,000, for certain services rendered and expenses reimbursed for
the years ended April 30, 1993, 1992 and 1991, respectively.
Interest and dividend income includes dividends of $1,050,000 for
each of the three years in the period ended April 30, 1993 and
interest income of $2,632,000 for 1993, $2,502,000 for 1992, and
$4,553,000 for 1991, respectively, related to the Company's
investment in NBC.

The Company has not recorded Equity in Net Income of NBC subsequent
to January 31, 1991.



                                                     Page 22 of 27


TRANSACTIONS WITH NBC (Continued)

Results of operations of NBC for the fiscal year ended April 1991
as follows:

(Dollars in Thousands)                                 1991
                                                    -------
Sales - Net                                        $307,181
Income Before Equity in
 Earnings (Loss) of
 Burnup & Sims Inc.                                   3,500
Net Income                                            1,807 
                                                   


10. EARNINGS PER SHARE AND CAPITAL STOCK

Primary average shares outstanding were 8,768,000 in 1993 and 1992,
and 9,460,000 in 1991.

Primary earnings per share is based on the weighted average number of 
common shares outstanding. The weighted average number of common shares 
outstanding for the fiscal year ended April 30, 1991 exclude approximately 
2,900,000 shares through January 31, 1991, which represented 42% of the 
7,000,000 restricted shares of Common Stock held by NBC. (See "Transactions 
with NBC".)

Fully diluted earnings per share (assuming conversion of convertible 
subordinated debentures with corresponding adjustments for interest 
expense, net of tax) is not presented as the effect is anti-dilutive.

At April 30, 1993 and 1992, the Company had 5,000,000 shares of authorized 
but unissued preferred stock and 7,253,000 shares of common stock held in 
treasury.

11. LITIGATION

Albert H. Kahn v. Nick A. Caporella, et al., Civil Action No. 11890 was 
filed in December 1990 by a shareholder of the Company in the Court of 
Chancery of the State of Delaware in and for New Castle County against 
the Company, the members of its Board of Directors, and against NBC as 
a purported class action and derivative lawsuit. The class action claims 
allege, among other things, that the Board of Directors of the Company, 
and NBC, as its largest shareholder, breached their respective fiduciary 
duties in approving (i) the dividend by the Company of its shares of NBC 
common stock (the "Distribution") and (ii) the exchange of certain shares 
of the Company's stock held by NBC for certain indebtedness of NBC held by
the Company (the "Exchange"; the Distribution and the Exchange are
hereinafter referred to as the "1991 Transaction"), in allegedly placing 
the interests of NBC ahead of the interests of the other shareholders of 
the Company. The derivative action claims allege, among other things, that 
the Board of Directors of the Company has breached their fiduciary duties 
by approving executive officer compensation arrangements, by financing 
NBC's operations on a current basis, and by permitting the interests of the 
Company to be subordinated to those of NBC. In the lawsuit, plaintiff seeks 
to rescind the 1991 Transaction and to recover damages. (See "Transactions 
with NBC" in the Notes to Consolidated Financial Statements.)




                                                     Page 23 of 27


LITIGATION (Continued)

In May 1993, plaintiff filed a motion to amend its class action and
shareholder derivative complaint (the "Proposed New Complaint").
The Proposed New Complaint alleges that the Special Committee (the
"Committee") that approved the 1991 Transaction was not independent
and that, therefore, the 1991 Transaction was neither protected by
the business judgement rule or in accordance with a settlement
agreement (the "1990 Settlement") entered into in 1990 pertaining
to certain prior litigation. The Proposed New Complaint also makes
other allegations which involve (i) further violations of the 1990
Settlement by engaging in certain transactions not approved by the
Committee; (ii) the sale of a subsidiary of the Company to a former
officer of the Company; (iii) the timing of the 1991 Transaction
and (iv) the treatment of executive stock options in the 1991
Transaction.

The Company believes that the allegations in the complaint and the
Proposed New Complaint are without merit, and intends to vigorously
defend this action.

William C. Deviney, Jr. v. Burnup & Sims, Inc. et al., Civil Action
No. 152350 was filed in the Chancery Court of the First Judicial
District of Hines County, Mississippi on May 3, 1993. The plaintiff
in this action filed suit seeking specific performance of alleged
obligations of the Company pursuant to a stock purchase agreement
and related agreements entered into in 1988. Pursuant to the
agreements, the Company sold to plaintiff a minority interest in a
Telephone Services subsidiary and granted to plaintiff an option to
purchase the remaining stock if certain conditions were
satisfied. (See "Industry Segment Information" in the Notes to
Consolidate d Financial Statements.) Alternatively, plaintiff seeks
unspecified damages for breach of contract and for alleged breaches
of fiduciary duties, and seeks an award of punitive damages and
attorney's fees for alleged bad faith conduct in connection with
the stock purchase agreement and related matters. The Company
believes that the allegations in the complaint are without merit
and intends to vigorously defend this action. Additionally, the
Company has filed counterclaims which, among other things, seek a
declaratory judgement that the plaintiff's failure to satisfy
certain material conditions terminated his rights under the stock
purchase agreement.

The Company and its subsidiaries are parties to various legal proceedings, 
including suits in which it is a defendant.

In the opinion of management, the ultimate outcome of the legal proceedings 
will not have a material adverse effect on the financial position of the 
Company.











                                                     Page 24 of 27


12. QUARTERLY FINANCIAL DATA (UNAUDITED)

(Dollars In Thousands, Except Earnings Per Share)
                                 First      Second       Third      Fourth
1993                           Quarter     Quarter     Quarter     Quarter
                               -------     -------     -------     -------
Revenues                       $37,814     $36,020     $32,776     $34,377
Operating Profit (Loss)            932       1,995      (2,084)    (10,198)
Net Income (Loss)                  237         251      (2,178)     (7,618)
Earnings (Loss) Per Share          .03         .03        (.25)       (.87)
                               =======     =======     =======     =======

1992
Revenues                       $38,430     $43,111     $34,600     $37,380
Operating Profit (Loss)          1,013       1,395        (912)     (2,446)
Net Income (Loss)                   52         730        (527)     (1,302)
Earnings (Loss) Per Share          .01         .08        (.06)       (.15)
                               =======     =======     =======     =======



The fourth quarter of 1993 includes a charge of $3,300,000 net of
tax, or $.38 per share, relating to tangible and intangible assets
which were written-off with respect to closed and other
unprofitable Telephone Services areas of operation. The fourth
quarter of 1992 includes a charge of approximately $1,000,000 net
of tax, or $.12 per share, to provide for additional allowances for
doubtful accounts.

































                                                     Page 25 of 27



AUDITORS' REPORT

INDEPENDENT AUDITORS' REPORT

Shareholders and Board of Directors
Burnup & Sims Inc.:

We have audited the accompanying consolidated balance sheets of Burnup & Sims
Inc. and subsidiaries (the "Company") as of April 30, 1993 and 1992 and the
related consolidated statements of operations, shareholders' equity and cash
flows for each of the three years in the period ended April 30, 1993.  Our 
audit also included the financial statement schedules listed in Item 14 (a) 2.
These financial statements are the responsibility of the Company'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, such consolidated financial statements present fairly, in 
all material respects, the financial position of the Company at April 30, 1993
and 1992 and the results of its operations and its cash flows for each of the 
three years in the period ended April 30, 1993 in conformity with generally 
accepted accounting principles.  Also, in our opinion, such financial 
statement schedules, when considered in relation to the basic consolidated 
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.

DELOITTE & TOUCHE
Certified Public Accountants

Fort Lauderdale, Florida
July 29, 1993
                                                   



















                                                     Page 26 of 27


FORM 10-K/A
AMENDMENT #2
BURNUP & SIMS INC.
SIGNATURES


Pursuant to the requirement 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.



                               Burnup & Sims Inc.
                                   Registrant




Date: February 8, 1994         \s\ George R. Bracken 
      _________________        __________________________
                               George R. Bracken
                               Vice President & Treasurer
                               (Principal Financial Officer)
                                            and
                               Authorized Officer of the          
                                      Registrant



































                                                       Page 27 of 27