<PAGE>   1

                                 UNITED STATES
                             Washington, DC  20549

                                   FORM 10-Q



For Quarter Ended September 3, 1994                  Commission File No. 0-5813

                              HERMAN MILLER, INC.

A Michigan Corporation                               ID No. 38-0837640

855 East Main Avenue, Zeeland, MI  49464-0302        Phone (616) 654 3000

Herman Miller, Inc.

       (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

                                                             Yes   X    No
                                                                  ____     ____

       (2)    has been subject to such filing requirements for the past 90 days.

                                                             Yes   X    No 
                                                                  ____     ____

Common Stock Outstanding at September 30, 1994--24,620,207 shares.

The Exhibit Index appears at page 17.


<PAGE>   2
                         HERMAN MILLER, INC. FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 3, 1994

<S>                                                                                            <C>

Part I--Financial Information

      Condensed Consolidated Balance Sheets--                                                   3
            September 3, 1994, and May 28, 1994

      Condensed Consolidated Statements of Income--                                             4
            Three Months Ended September 3,1994,
            and August 28, 1993

      Condensed Consolidated Statements of Cash Flows--                                         5
            Three Months Ended September 3, 1994,
            and August 28, 1993

      Notes to Condensed Consolidated Financial Statements                                      6-7

      Management s Discussion and Analysis of
            Financial Condition and Results of Operations                                       8-12

Part II--Other Information

      Submission of Matters to Vote of Security Holders                                        13-14

      Exhibits and Reports on Form 8-K                                                          15

      Signatures                                                                                16

      Exhibit Index                                                                             17



<PAGE>   3
                              HERMAN MILLER, INC.
                             (DOLLARS IN THOUSANDS)

                                                                Sept. 3,        May 28,  
                                                                 1994            1994         
                                                               ---------      -----------     
                                                              (unaudited)       (audited)     
         <S>                                                   <C>               <C>          
         CURRENT ASSETS:                                                                      
              Cash and cash equivalents                          $ 16,537        $ 22,701     
              Accounts receivable, net                            132,371         121,564     
                Finished goods                                     23,155          20,299     
                Work in process                                     7,202           6,183     
                Raw materials                                      32,696          33,331     
                                                                 --------        --------     
                  Total inventories                                63,053          59,813     
                                                                 --------        --------     
              Prepaid expenses and other                           25,628          24,590     
                                                                 --------        --------     
                  Total current assets                            237,589         228,668     
                                                                 --------        --------     
         PROPERTY AND EQUIPMENT, AT COST:                         466,771         454,894     
              Less-accumulated depreciation                       224,492         215,932     
                                                                 --------        --------     
                  Net property and equipment                      242,279         238,962     
                                                                 --------        --------     
         OTHER ASSETS:                                                                        
              Notes receivable, net                                36,495          36,659     
              Other noncurrent assets                              38,823          29,457     
                                                                 --------        --------     

                  Total assets                                   $555,186        $533,746     
                                                                 ========        ========     

                                                              Sept. 3,      May 28,          
                                                                1994         1994    
                                                           ------------   -----------
                                                           (unaudited)     (audited)                   
   <S>                                                     <C>            <C>                
    LIABILITIES' & SHAREHOLDERS'  EQUITY                                                       
    CURRENT LIABILITIES:                                                                     
        Current portion of long-term debt                    $    492      $   506              
        Notes payable                                          65,125       48,911          
        Accounts payable                                       37,817       42,121          
        Accruals                                               86,250       86,187          
                                                             --------     --------          
          Total current liabilities                           189,684      177,725           
                                                             --------     --------            
    LONG-TERM DEBT, less current portion                       20,484       20,600           
    OTHER LIABILITIES                                          42,984       39,096           
    SHAREHOLDERS  EQUITY:                                                                    
        Common stock $.20 par value                             4,924        4,918           
        Additional paid-in capital                             17,232       16,649           
        Retained earnings                                     283,897      279,161           
        Cumulative translation adjustment                      (3,160)      (3,460) 
        Unearned stock grant compensation                        (859)        (943)      
                                                            --------      --------        
          Total shareholders' equity                          302,034      296,325        
          Total liabilities and                                                              
            shareholders' equity                            $555,186      $533,746   
                                                            ========      ========           


    See accompanying notes to condensed consolidated financial statements.


<PAGE>   4
                              HERMAN MILLER, INC.

                                                               Three Months Ended
                                                              Sept. 3,      August 28,
                                                               1994(1)         1993(2)
                                                             ----------     ----------
<S>                                                          <C>              <C>   
NET SALES                                                      $252,831       $221,566
COST AND EXPENSES:                                     
    Cost of goods sold                                          161,820        145,243
    Operating expenses                                           77,813         63,187
    Interest expense                                                990            427
    Other income, net                                              (929)          (865)
                                                               --------       -------- 
                                                                239,694        207,992
                                                               --------       --------
INCOME BEFORE TAXES ON INCOME                                    13,137         13,574
PROVISION FOR TAXES ON INCOME                                     5,200          6,100
                                                               --------       --------
NET INCOME                                                     $  7,937       $  7,474
                                                               ========       ========
NET INCOME PER SHARE                                           $    .32       $    .30
                                                               ========       ========
DIVIDENDS PER SHARE OF COMMON STOCK                            $    .13       $    .13
                                                               ========       ========

See accompanying notes to condensed consolidated financial statements.

(1) Represents 14 weeks
(2) Represents 13 weeks


<PAGE>   5
                              HERMAN MILLER, INC.
                                   CASH FLOWS
                             (DOLLARS IN THOUSANDS)

                                                                                  Three Months Ended
                                                                            Sept. 3,          August 28,
                                                                             1994(1)             1993(2)  
                                                                          ----------         -------------
        <S>                                                                 <C>                <C>
             Net income                                                      $ 7,937            $ 7,474
             Depreciation and amortization                                     9,325              8,348
             Other, net                                                      (14,514)               653
                                                                             -------            -------
             Net cash provided by operating activities                         2,748             16,475
                                                                             -------            -------

             Notes receivable repayments                                      93,548             92,974
             Notes receivable issued                                         (93,863)           (97,758)

             Capital expenditures                                            (11,744)            (8,744)
             Other, net                                                       (9,976)               151
                                                                             -------            -------
             Net cash used for investing activities                          (22,035)           (13,377)
                                                                             -------            ------- 

             Net common stock issued                                             842              5,440
             Net long-term debt repayments                                       (58)               (58)
             Net short-term debt borrowings                                   15,663                343
             Dividends paid                                                   (3,197)            (3,253)
             Common stock purchased and retired                                 (253)                --
             Other, net                                                          (72)               (69)
                                                                             -------            ------- 
             Net cash provided by financing activities                        12,925              2,403
                                                                             -------            -------

             CHANGES ON CASH                                                     198               (328)
                                                                            --------            ------- 

             CASH EQUIVALENTS                                                 (6,164)             5,173

             BEGINNING OF PERIOD                                              22,701             16,531
                                                                             -------            -------

             AT END OF PERIOD                                                $16,537            $21,704
                                                                             =======            =======

        See accompanying notes to condensed consolidated financial statements.

(1) Represents 14 weeks
(2) Represents 13 weeks


<PAGE>   6
                              HERMAN MILLER, INC.


The condensed consolidated financial statements have been prepared by the
company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. The company believes that the disclosures made in this document
are adequate to make the information presented not misleading. It is suggested
that these condensed 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 May 28, 1994.


The company's fiscal year ends on the Saturday closest to May 31. Accordingly,
the year ended June 3, 1995, contains 53 weeks, and the year ended May 28,
1994, contains 52 weeks.


Cash and cash equivalents include all highly liquid debt instruments purchased
as part of the company's cash management function. Due to the short maturities
of these items, the carrying amount approximates fair value.

Cash payments for income taxes and interest (in thousands) were as follows:

                                                                            Three Months Ended
                                                                      Sept. 3,           August 28,
                                                                         1994               1993     
                                                                      ---------          ----------
     <S>                                                                <C>                <C>
     Interest paid                                                      $  964              $  433
     Income taxes paid                                                  $3,808              $4,794


On January 7, 1992, Haworth, Inc., filed a lawsuit in the U.S. District Court
for the Northern District of Georgia (Atlanta Division), against Herman Miller,
Inc., alleging that the electrical systems used in certain of the company's
products infringe one or more of Haworth's patents.  On December 9, 1992, the
company's motion for change of venue was granted, and the lawsuit was
transferred to the U.S. District Court for the Western District of Michigan
(Southern Division).


<PAGE>   7
The litigation is considered to be in an intermediate stage, and the company is
defending its position vigorously. The company has requested a jury trial,
which has been tentatively set for August 1995 by the court. The patents that
are the source of controversy expire on or before December 1, 1994. Since 1991,
the company has sold a system of enhanced electrical components on the majority
of its product lines, both by number and dollar volume. Haworth has admitted
the enhanced electrical components do not infringe the patents in suit. If
Haworth were to be successful on its claims, the statute of limitation would
bar recovery of any damages arising prior to January 1986.

In November 1985, Haworth filed a lawsuit against Steelcase, Inc., the
industry's leader in market share, alleging violations of the same patents, and
thus far has prevailed on the issue of liability. The litigation between
Haworth and Steelcase currently is continuing on the issue of damages. The
company's defenses are substantially different from those relied upon by

The company believes, based upon written opinion of counsel, that its products
do not infringe Haworth's patents and that the company is more likely than not
to prevail on the merits, although, as with all litigation, there can be no
absolute assurance of success. At this time, management does not expect the
ultimate resolution of this matter to have a material adverse effect on the
company's consolidated financial position. However, the outcome of this matter
is not subject to prediction with certainty.


In the opinion of the company, the accompanying unaudited condensed
consolidated financial statements taken as a whole contain all adjustments,
which are of a normal recurring nature, necessary to present fairly the
financial position of the company as of September 3, 1994, and the results of
its operations and cash flows for the three months then ended.  Interim results
are not necessarily indicative of results for a full year.


<PAGE>   8

The following is management's discussion and analysis of certain significant
factors which have affected the company's financial condition and earnings
during the periods included in the accompanying condensed consolidated
financial statements.

A.       Financial Summary

         A summary of the period-to-period changes is shown below. It should be
noted that the three months ended September 3, 1994, contained 14 weeks. All
amounts are increases (decreases) unless otherwise noted.  Dollars are shown in

                                                       $                %   
                                                   --------          -------
               <S>                                  <C>               <C>
               NET SALES                            31,265             14.1

               COST OF GOODS SOLD                   16,577             11.4

               OPERATING EXPENSES                   14,626             23.1

               INTEREST EXPENSE                        563            131.9

               OTHER INCOME NET                        (64)*           (7.4)*

               INCOME BEFORE TAXES ON INCOME          (437)            (3.2)

               PROVISION FOR TAXES ON INCOME          (900)           (14.8)

               NET INCOME                              463              6.2

* Represents an increase in other income


<PAGE>   9
B.       Results of Operations

         First Quarter FY 1995 versus First Quarter FY 1994

         Net sales increased $31.3 million, or 14.1 percent, for the three
         months (14 weeks) ended September 3, 1994, over the first quarter (13
         weeks) results a year ago. For the first three months of fiscal 1995,
         the company had net sales of $252.8 million, compared with net sales
         of $221.6 million in the first three months last year. The increase
         primarily was due to unit volume increases, as well as an additional
         week in fiscal year 1995 compared with fiscal year 1994.

         Net sales of $252.8 million were the highest ever recorded in the
         first quarter. United States net sales were up 10.4 percent on a
         year-over-year basis for the first quarter, after being up 2.2 percent
         and 9.1 percent over year-ago levels in the fourth and third quarters
         of 1994, respectively. These United States sales gains compare with
         the 8.0 percent calendar year-to-date increase in industry shipments
         reported by the Business and Institutional Furniture Manufacturers
         Association (BIFMA). In addition, new orders of $265.2 million were
         the highest ever recorded in any first quarter, and the order rate
         momentum has continued to date in the second quarter.

         Gross margin increased to 36.0 percent during the first quarter of
         1995, compared to a gross margin of 34.4 percent for the same period
         last year. The improvement in the first quarter 1995 gross margin was
         due to increased volume which leveraged fixed overhead, as well as
         price stability.

         On the strength of increased net sales, improved profitability, and
         continued price stability, the company has significantly increased its
         investment spending on new products and processes. This spending
         retarded the growth of net income for the quarter.

         Operating expenses, including design and research, were $77.8 million
         for the first quarter, an increase of $14.6 million, or 23.1 percent,
         over first quarter last year. As a percent of net sales, operating
         expenses were 30.8 and 28.6 for the first three months of the current
         and prior year, respectively. The major components of this change were
         (1) the 14th week of payroll and a 3.5 percent year-over-year
         increase in compensation and benefits, (2) the assimilation of our
         recently acquired Mexican operations into the Herman Miller family of
         companies, (3) increased depreciation and amortization expense,
         principally associated with new processes and products, and (4) most
         significantly and importantly, the increased cost to develop and bring
         to market new products.

         The new products, all of which are expected to be introduced in the
         next 12 months, are in the seating, European freestanding furniture,
         and health-care product areas.


<PAGE>   10
         While augmenting rather than obsoleting current product offerings,
         these new products, as those which preceded them in Herman Miller s
         tradition of product innovations, can be expected to help establish
         product value and performance reference points in each of these three
         areas. Management expects these products to be long lived and help the
         company gain additional market share over product life cycles of ten
         or more years. In the more immediate time frame, management believes
         these new products will add 2 to 3 percent to our net sales total for
         the fiscal year ending June 3, 1995, with the primary amounts coming
         in the third and fourth quarters. Margin rates on these products are
         expected to be comparable to those of the company's existing product

         The investment spending incurred in the first quarter can be expected
         to continue at the same rate through the remainder of the year.

         Interest expense increased $.6 million over first quarter 1994. Total
         interest-bearing debt was $86.1 million at the end of the first
         quarter of fiscal 1995, compared with $70.0 million at May 28, 1994,
         and $40.0 million at August 28, 1993.

         Lower net operating losses in the United Kingdom reduced the first
         quarter tax rate to 39.6 percent for the first three months of 1995,
         compared with 44.9 percent for the same period last year. The tax rate
         for all of fiscal 1995 is expected to be between 35 and 38 percent, as
         European, especially the United Kingdom, operations continue to

         Net income increased to $7.9 million in the first quarter, compared to
         $7.5 million for the same period last year.

         Net sales of international operations and export sales from the United
         States in the first quarter ended September 3, 1994, totaled $36.5
         million compared with $25.5 million last year.

         International results in the first quarter were helped significantly
         by solid performances in both the Asia/Pacific and Latin American
         regions. Combined sales in these two regions increased 68 percent and
         net income more than doubled. European net sales increased 23 percent
         and results improved 29 percent over the first quarter of last year.
         However, results from operations in the United Kingdom turned negative
         after three consecutive quarters of profitability. On a year-over-year
         basis, both sales and results in the United Kingdom improved
         significantly over year-ago levels. All of Europe had excellent order
         entry for the quarter, and the total European backlog was at a
         four-year high on September 3, 1994.


<PAGE>   11
         Net loss from the company's international operations and export sales
         from the United States for the first quarter decreased $1.5 million to
         a $.9 million loss, compared with net loss of $2.4 million for the
         same period last year.

         The backlog of unfilled orders at September 3, 1994, was $151.0
         million, compared with $132.1 million a year earlier, and $138.6
         million at May 28, 1994. New orders increased 18.5 percent to $265.2
         million when compared to the same period a year ago.

C.       Financial Condition, Liquidity, and Capital Resources

         First Quarter FY 1995 versus First Quarter FY 1994

         1.     Cash flow from operating activities decreased to $2.7 million
                versus $16.5 million in the first quarter of 1994. The $13.8
                million decrease in cash provided by operating activities and
                the $8.6 million increase in cash used for investing activities
                primarily were financed from a reduction in cash balances and
                an increase in $15.7 million in short-term debt. The increase
                in short-term debt in turn increased interest expense for the
                first quarter to $1.0 million compared with $.4 million a year
                ago.  The company expects interest-bearing debt to remain in
                the range of $80-$90 million for the remainder of the year,
                which bounds its $86.1 million level on September 3, 1994.
         2.     Days sales in accounts receivable plus days sales in inventory
                increased to 82.2 days versus 79.1 days a year ago and 80.9
                days on May 28, 1994. This increase primarily was due to an
                increased level of shipments during the month of August, which
                also resulted in a $17.3 million increase in cash used for
                working capital items during the quarter. This increased cash
                use was the primary factor causing net cash provided by
                operating activities to decline. Overall, asset utilization as
                measured by the net sales per $1.00 of average assets remained
                at $1.86 during the first quarter, maintaining the improvement
                recorded for all of fiscal 1994.
         3.     Net (of cash) interest-bearing debt increased to $69.6 million
                compared to $18.3 million a year ago and $47.3 million at May
                28, 1994. Debt-to-total capital now stands at 6.4 percent
                versus 6.7 percent a year ago and 6.5 percent on May 28, 1994.
         4.     Capital expenditures for the quarter were $11.7 million versus
                $8.7 million in the first quarter of 1994. These items
                principally include expenditures for new internal processes and
                the new products described above. Accelerated work on new
                processes and new products has caused the company to increase
                estimated capital expenditures for the year to $60 million. The
                other major use of cash from investing activities was the
                previously announced acquisition of Geneal GmbH of Germany
                described below.


<PAGE>   12
On September 2, 1994, the company acquired Geneal GmbH, a privately owned
office furniture company  of Essen, Germany. Net trade sales of Geneal for the
past three years ended June 30 were $8.6 million for fiscal 1994, $12.1 million
for fiscal 1993, and $13.3 million for fiscal 1992. Geneal experienced
larger-than-usual sales growth in fiscal 1992 and 1993, which was fueled by the
final economic effects of German reunification which began in fiscal 1991. The
revenue decline experienced in fiscal 1994 primarily was attributable to the
weakened condition of the German economy, which has shown recent signs of
improvement. During fiscal 1993 and 1994, German office furniture industry
sales fell an estimated 38 percent. Geneal was profitable in each of the last
three fiscal years, demonstrating the ability to quickly adjust its cost
structure to significant changes in volume.

The all-cash transaction will neither materially enhance or dilute the
consolidated results of Herman Miller, Inc., for the year ended June 3, 1995,
as the two market-distinct organizations make further progress on manufacturing
and logistical integration. Assimilation of Geneal into the worldwide family of
Herman Miller companies enhances our ability to serve customers with high
quality and value products and services on a worldwide basis within the context
of a single group of enterprises. Building on this key competitive strength is
advantageous for both our customers and our shareholders.

The office furniture industry has exhibited significant cyclicality and change
during the past five years, after exhibiting generally increasing sales and
profits for each of the 20 years prior to that time. During the turbulence of
the past five years, Herman Miller improved on a strong balance sheet and
substantially increased its cash flow from operating activities while industry
sales and profitability declined substantially. In short, financially the
company has prepared for the return of investment opportunities in the current
environment which is marked by both increased (albeit at slower rates) industry
sales and by increased customer need for improved ergonomic and productivity

The first quarter marked the beginning of an accelerated period when the
company will combine the financial strength which it has built over the past
five years with the desire to continue to set a distinctive reference point for
products and services in our markets. The company believes this investment is
necessary to continue to implement the coordinated strategies and effective
work processes of its employee-owners as well as its supplier and dealer
partners, all of whom have helped the company reach this point and are
essential to its future success. The effectiveness of this joint effort is what
ultimately will continue to build value for the company's shareholders.


<PAGE>   13
art II

Item 4:  Submission of Matters to Vote of Security Holders

At the Annual Shareholders Meeting held October 6, 1994, the shareholders voted
on various proposals presented in the company's 1994 definitive proxy
statement. The results of the votes follow:

1.       Proposal to elect four directors to serve a term of three years:

                                                   For       Against      Withheld        Non-vote
                                                   ---       -------      --------        --------
         <S>                                    <C>             <C>           <C>           <C>
         a.      Terms expiring in 1997

                 William K. Brehm               21,683,728       0            114,056         0

                 C. William Pollard             21,681,147       0            116,637         0

                 Ruth Alkema Reister            21,681,197       0            116,587         0

                 Richard H. Ruch                21,673,760       0            124,024         0

2.       Proposal to approve the Herman Miller, Inc., 1994 Long-Term Incentive

                                                For          Against      Withheld         Non-vote
                                                ---          -------      --------         --------
                                              <S>            <C>              <C>           <C>
                                              18,916,382     1,697,254        310,246       873,902

3.       Proposal to approve the Herman Miller, Inc., 1994 Non-Employee Officer
         and Director Stock Option Plan

                                                  For          Against       Withheld       Non-vote
                                                  ---          -------       --------       --------
                                              <S>              <C>            <C>           <C>
                                              19,864,887       669,066        359,929       873,902

4.       Proposal to approve the Herman Miller, Inc., 1994 Key Executive Stock
         Purchase Assistance Plan

                                                  For         Against        Withheld      Non-vote
                                                  ---         -------        --------      --------
                                              <S>            <C>              <C>           <C>
                                              18,987,865     1,593,504        342,513       873,902


<PAGE>   14
5.       Proposal to ratify the appointment of Arthur Andersen & Co. as the
         independent public accountants for the company for the fiscal year
         ending June 3, 1995.

                                                 For           Against        Withheld       Non-vote
                                                 ---           -------        --------       --------
                                              <S>               <C>            <C>             <C>
                                              21,753,710        25,192         18,882           0


<PAGE>   15
Part II

Item 6:   Exhibits and Reports on Form 8-K

1.       Exhibits

         See Exhibit Index

2.       Reports on Form 8-K

         No reports on Form 8-K were filed during the three months ended 
         September 3, 1994.


<PAGE>   16


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 hereto duly authorized.

                                        HERMAN MILLER, INC.

October 12, 1994                        /s/ J. Kermit Campbell
                                        J. Kermit Campbell
                                        (President and
                                        Chief Executive Officer)

October 12, 1994                        /s/ James H. Bloem
                                        James H. Bloem
                                        (Vice President,
                                        Chief Financial Officer,
                                        and Principal Accounting Officer)


<PAGE>   17
*Exhibit Index

(11)     Computations of earnings per common share.

(27)     Financial Data Schedule (Exhibit available upon request)


<PAGE>   1
                                                                      EXHIBIT 11

                              HERMAN MILLER, INC.

                                                        Three Months Ended
                                                        Sept. 3,    August 28,
                                                        1994(1)      1993(2) 
                                                       ----------   ----------
         <S>                                           <C>           <C>
           TO COMMON SHARES                            $     7,937   $     7,474
                                                       ===========   ===========
           Weighted Average Common
           Shares Outstanding                           24,602,613    25,135,458

           Net Common Shares
           Issuable Upon Exercise
           of Certain Stock Options                        123,478       172,513
                                                       -----------   -----------

           OUTSTANDING AS ADJUSTED                      24,726,091    25,307,971
                                                       ===========   ===========

           NET INCOME PER SHARE                        $       .32   $       .30
                                                       ===========   ===========

(1) Represents 14 weeks
(2) Represents 13 weeks


<TABLE> <S> <C>

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-03-1995
<PERIOD-START>                             MAY-29-1994
<PERIOD-END>                               SEP-03-1994
<CASH>                                          16,537
<SECURITIES>                                         0
<RECEIVABLES>                                  138,744
<ALLOWANCES>                                     6,373
<INVENTORY>                                     63,053
<CURRENT-ASSETS>                               237,589
<PP&E>                                         466,771
<DEPRECIATION>                                 224,492
<TOTAL-ASSETS>                                 555,186
<CURRENT-LIABILITIES>                          189,684
<BONDS>                                         20,484
<COMMON>                                         4,924
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     297,110
<TOTAL-LIABILITY-AND-EQUITY>                   555,186
<SALES>                                        252,831
<TOTAL-REVENUES>                               252,831
<CGS>                                          161,820
<TOTAL-COSTS>                                  161,820
<OTHER-EXPENSES>                                77,698
<LOSS-PROVISION>                                   115
<INTEREST-EXPENSE>                                 990
<INCOME-PRETAX>                                 13,137
<INCOME-TAX>                                     5,200
<INCOME-CONTINUING>                              7,937
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    $7,937
<EPS-PRIMARY>                                     $.32
<EPS-DILUTED>                                     $.32