SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------

                                   FORM 10-QSB

(Mark One)

[X]               QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934

                  For the quarterly period ended December 31, 2000
                                                 -----------------

                                       OR

[ ]               TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934

                  For the transition period from __________to__________.

                           Commission File No. 0-24621

                            Farnsworth Bancorp, Inc.
--------------------------------------------------------------------------------
        (Exact name of Small Business Issuer as Specified in Its Charter)


New Jersey                                                   22-3591051        .
--------------------------------------------------------------------------------
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

               789 Farnsworth Avenue, Bordentown, New Jersey 08505
               ---------------------------------------------------
                    (Address of Principal Executive Offices)


                                (609) 298-0723 .
--------------------------------------------------------------------------------
                 Issuer's Telephone Number, Including Area Code

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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
                                 --------             ---------

  Number of shares of Common Stock outstanding as of January 23, 2001: 360,866
                                                                       -------

            Transitional Small Business Disclosure Format (check one)

                             YES         .         NO    X   .
                                 ---------            --------
<PAGE>

                                    Contents
                                    --------

<TABLE>
<CAPTION>

PART 1 - FINANCIAL INFORMATION                                                  Page(s)
                                                                                -------


<S>     <C>                                                                        <C>
Item 1.  Financial Statements........................................................3

         Consolidated  Statements  of  Financial  Condition at December 31, 2000
         (unaudited) and September 30, 2000 (audited)................................3

         Consolidated  Statements  of Income  and  Comprehensive  Income for the
         three months ended December 31, 2000, and 1999 (unaudited)..................4

         Consolidated  Statements  of Cash  Flows  for the  three  months  ended
         December 31, 2000 and 1999 (unaudited)......................................5

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


PART II - OTHER INFORMATION


Item 1.  Legal Proceedings..........................................................11

Item 2.  Changes in Securities and Use of Proceeds..................................11

Item 3.  Defaults upon Senior Securities............................................11

Item 4.  Submission of Matters to a Vote of Security Holders........................11

Item 5.  Other Information..........................................................11

Item 6.  Exhibits and Reports on Form 8-K...........................................11

Signatures..........................................................................12
</TABLE>

<PAGE>
                             FARNSWORTH BANCORP INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


<TABLE>
<CAPTION>
                                                                 DECEMBER 31    SEPTEMBER 30,
                                                                    2000           2000
                                                                ------------    -------------
    ASSETS                                                           (UNAUDITED)     (AUDITED)
<S>                                                             <C>             <C>
Cash and due from banks                                         $  2,763,137    $  3,163,345
Securities available for sale                                      9,219,695       8,760,132
Securities held to maturity:
  Mortgage-backed                                                  1,418,704       1,468,438
  Other                                                                    -       2,273,068
Loans receivable, net                                             41,048,287      39,850,070
Real Estate Owned, net                                                73,841               -
Accrued interest receivable                                          376,249         419,459
Federal Home Loan Bank of New York stock
  at cost substantially restricted                                   457,800         457,800
Deferred Income Taxes                                                 22,793          66,611
Premises and equipment                                             1,563,695       1,575,974
Other assets                                                          59,159          60,594
                                                                ------------    ------------
         Total assets                                           $ 57,003,360    $ 58,095,491
                                                                ============    ============

    LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                        $ 44,794,116    $ 44,734,635
Borrowings from FHLB                                               6,317,291       7,597,286
Advances by borrowers for taxes and insurance                        202,943         212,302
Accrued income taxes                                                  10,969             469
Accrued interest payable                                              91,081          72,492
Accounts payable and other accrued expenses                           89,088          97,298
                                                                ------------    ------------
         Total liabilities                                        51,505,488      52,714,482
                                                                ------------    ------------

Preferred stock $.10 par value, 1,000,000
  shares authorized; none issued and
  outstanding
Common stock $.10 par value, 5,000,000 shares
  authorized; 379,858 shares issued and
  outstanding                                                         37,985          37,985
Additional paid in capital                                         3,396,262       3,396,262
Retained earnings substantially restricted                         2,581,480       2,575,605
Treasury Stock                                                      (185,172)       (185,172)
Common stock aquired by
 employee stock ownership plan (ESOP)                               (227,563)       (235,154)
Unissued Restricted Stock Plan Shares                               (122,184)       (127,764)
Accumulated other comprehensive income, unrealized
  depreciation on available for sale securities, net of taxes         17,064         (80,753)
                                                                ------------    ------------
         Total stockholders' equity                                5,497,872       5,381,009
                                                                ------------    ------------
         Total liabilities and
          stockholders' equity                                  $ 57,003,360    $ 58,095,491
                                                                ============    ============
</TABLE>
                                       3
<PAGE>
                     FARNSWORTH BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                            AND COMPREHENSIVE INCOME
                                   (Unaudited)

                                             THREE MONTHS ENDED
                                                DECEMBER 31
                                              2000         1999
                                           ---------    ---------
Interest income:
  Loans receivable                         $ 778,037    $ 748,171
  Securities                                 185,529      190,841
  Federal funds sold                          13,813       13,361
                                           ---------    ---------
        Total interest income                977,379      952,373

Interest expense:
  Deposits                                   441,314      379,406
  Federal Home Loan Bank advances            112,799      118,631
                                           ---------    ---------
        Total interest expense               554,113      498,037
                                           ---------    ---------
Net interest income                          423,266      454,336

Provision for loan losses                      3,000       11,000
                                           ---------    ---------
        Net interest income after
          provision for loan losses          420,266      443,336
                                           ---------    ---------
Noninterest income:
  Fees and other service charges              62,571       55,726
  Other Income                                 7,000       12,466
                                           ---------    ---------
        Total noninterest income              69,571       68,192

Noninterest expense:
  Compensation and benefits                  224,914      203,053
  Occupancy and equipment                     74,263       60,820
  Federal insurance premiums and
    assessments                                2,186       10,211
  Other                                      178,639      149,437
                                           ---------    ---------
        Total noninterest expense            480,002      423,521
                                           ---------    ---------
Income before provision for income
  taxes                                        9,835       88,007
Provision for income taxes                     3,960       31,060
                                           ---------    ---------
       Net income                              5,875       56,947

Other Comprehensive Income, net of taxes
  Unrealized Gain (Loss) on Securities
   Available for Sale                         17,064      (47,457)
Realized Gain on Securities
   Available for Sale                         (7,000)
                                           ---------    ---------
Comprehensive Income                       $  15,939    $   9,490
                                           =========    =========
Net income per common share:
  Basic                                    $    0.02    $    0.17

Shares used in computing basic
  income per share                           322,420      337,314


                                       4
<PAGE>
                     FARNSWORTH BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED DECEMBER 31
                                                                  2000            1999
                                                               -----------   ------------
<S>                                                          <C>            <C>
Cash flows from operating activities:
  Net income                                                   $     5,875    $    56,947
                                                               -----------    -----------
  Adjustments to reconcile net income
  to net cash provided by operating
  activities:
    Depreciation and Amortization                                   24,889         17,789
    Provision for loan losses                                        3,000         11,000
    Decrease (Increase) in accrued interest receivable              43,210        (25,949)
    Decrease in other assets                                         1,435         18,157
    (Decrease) in advances from borrowers                           (9,359)       (38,224)
    Increase in accrued income taxes
     and deferred income taxes                                       8,739         (3,941)
   (Decrease) Increase in accrued interest payable                  18,589         (7,346)
   Increase (Decrease) in other accrued liabilities                 (8,210)        33,096
                                                               -----------    -----------
         Total adjustments                                          82,293          4,582
                                                               -----------    -----------
         Net cash provided by operating activities                  88,168         61,529
                                                               -----------    -----------
Cash flows from investing activities:

  Net increase in loans receivable                              (1,275,058)    (1,341,661)
  Purchase of securities available for sale                       (956,250)             -
  Redemption of securities, held to maturity                        49,493         66,273
  Purchase of Federal Home Loan Bank Stock                               -        (15,600)
  Proceeds from sale of securities available for sale            1,926,563
  Redemption of securities, available for sale net               1,000,000              -
  Purchase of premises and equipment                               (12,610)        (5,438)
                                                               -----------    -----------
         Net cash provided by (used) in investing activities       732,138     (1,296,426)
                                                               -----------    -----------
Cash flows from financing activities:
  Net increase  in Deposits                                         59,481        782,742
 (Decrease) Increase in FHLB Borrowings                         (1,279,995)       471,726
                                                               -----------    -----------
         Net cash (uded in) provided by financing
           activities                                           (1,220,514)     1,254,468
                                                               -----------    -----------
Net  (decrease) increase in cash and due from banks               (400,208)        19,571

Cash at beginning of period                                      3,163,345      1,883,104
                                                               -----------    -----------
Cash at end of period                                          $ 2,763,137    $ 1,902,675
                                                               ===========    ===========
Supplemental  disclosure:
  Cash paid during the period for:
    Interest                                                   $   535,524    $   498,037
                                                               ===========    ===========
    Income taxes                                               $         -    $    35,000
                                                               ===========    ===========
Non-Cash items
  Unrealized gain  (Loss) on securities available
    for sale, net of deferred income taxes                     $    17,064    $   (47,457)
                                                               ===========    ===========
 Investment securities transferred from held to maturity
  to available for sale                                        $ 2,273,966    $         -
                                                               ===========    ===========
 Acquisition of real estate in settlement of loans             $    73,841    $         -
                                                               ===========    ===========
</TABLE>

                                       5
<PAGE>

                     FARNSWORTH BANCORP, INC. AND SUBSIDIARY
          NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS



NOTE 1.  Presentation of Financial Information
         -------------------------------------

The accompanying unaudited consolidated interim financial statements include the
accounts of  Farnsworth  Bancorp,  Inc.  (the  "Company")  and its  subsidiaries
Peoples  Savings  Bank (the  "Bank") and Peoples  Financial  Services  Inc.  The
accompanying  unaudited  consolidated  interim  financial  statements  have been
prepared in accordance with the instructions to Form 10-QSB.  Accordingly,  they
do not include  all of the  information  and  footnotes  required  by  generally
accepted accounting principles for complete financial statements. The accounting
and  reporting  policies  of the  Company  conform in all  material  respects to
generally  accepted  accounting  principles and to general  practice  within the
thrift industry. It is the opinion of management that the accompanying unaudited
consolidated  interim financial  statements  reflect all adjustments,  which are
considered  necessary to report fairly the financial position as of December 31,
2000, the  Consolidated  Statements of Income and  Comprehensive  Income and the
Consolidated  Statements of Cash Flows for the three months ended,  December 31,
2000 and 1999. The results of operations for the three months ended December 31,
2000,  are not  necessarily  indicative  of results that may be expected for the
entire year ending September 30, 2001, or for any other period. The accompanying
unaudited   consolidated   interim  financial   statements  should  be  read  in
conjunction  with  the  Company's  September  30,  2000  consolidated  financial
statements,  including  the notes  thereto,  which are included in the Company's
Annual Report on Form 10-KSB for the fiscal year ended September 30, 2000.

In preparing the financial statements,  management is required to make estimates
and assumptions that affect the reported amount of assets and  liabilities,  the
disclosure of contingent  assets and liabilities  and the reported  revenues and
expenses.  Actual results could differ  significantly  from those estimates.  In
addition,  various regulatory agencies, as an integral part of their examination
process, periodically review the Bank's allowance for loan losses and foreclosed
real estate.  Such  agencies may require the Bank to recognize  additions to the
allowance for loan losses or additional  write-downs  on foreclosed  real estate
based on their  judgments  about  information  available  to them at the time of
their examination.

Cash Equivalents
----------------

For the purpose of  presentation in the  Consolidated  Statements of Cash Flows,
cash  and  cash  equivalents  are  defined  as  those  amounts  included  in the
balance-sheet  caption  "cash and due from  banks."  The Company  considers  all
highly liquid investments with original  maturities of three months or less when
purchased as cash equivalents.

Nature of Operations
--------------------

The Company is a unitary  savings and loan holding  company.  The Bank  operates
three  branches in  Burlington  County,  New Jersey.  The Bank offers  customary
banking services,  including accepting  checking,  savings and time deposits and
the making of commercial,  real-estate  and consumer loans, to customers who are
predominantly small and middle-market businesses and middle-income  individuals.
In December  2000, the Company began offering  brokerage  advisory  services and
insurance services to the general public through Peoples Financial Services Inc.
a  subsidiary  organized  for the sale of mutual funds and  insurance  through a
third party networking agreement.

                                       6
<PAGE>

New Branch
----------

In March of 2000 the Bank opened its third branch in the city of Mt. Laurel, New
Jersey.  The opening of this branch has added expenses in the previous  quarters
as well as in the current  quarter.  Management  is pleased with the progress of
the branch to date and has instituted an aggressive  advertising  campaign in an
effort to capture a bigger market share.


NOTE 2.  Net Income Per Common Share
         ---------------------------

Basic net income per common  share is  calculated  by dividing net income by the
number of  shares of common  stock  outstanding,  adjusted  for the  unallocated
portion of shares held by the Company's  Employee Stock Ownership Plan ("ESOP").
Diluted net income per share is  calculated by adjusting the number of shares of
common stock  outstanding  to include the effect of stock  options,  stock-based
compensation  grants and other  securities,  if dilutive,  generally,  using the
treasury stock method.

<TABLE>
<CAPTION>
                                         For the three months ended December 31
                           -------------------------------------------------------------------
                                           2000     .                       1999     .
                           -------------------------------   ---------------------------------
                                      Weighted      Per-                  Weighted     Per-
                                      Average       Share                 Average      Share
                           Income     Shares        Amount   Income       Shares       Amount
                           ------     ------        ------   ------       ------       ------
<S>                       <C>         <C>          <C>      <C>          <C>          <C>
Net income available to
Common Shareholders        $ 5,875     360,866               $56,947      379,858

ESOP Shares                            (24,312)                           (27,350)

RSP Shares                             (14,134)                           (15,194)
                           -------     -------      ------   -------      -------      -----
                           $ 5,875     322,420      $ 0.02   $56,947      337,314      $0.17
                           =======     =======      ======   =======      =======      =====
</TABLE>



NOTE 3.  Investments
         -----------

         In fiscal year 2001, the Bank adopted Statement of Financial Accounting
Standard No. 133 "Accounting for Derivative Instruments and Hedging Activities."
In accordance FASB 133, the Bank  transferred a portion of its  held-to-maturity
portfolio  to   available-for-sale.   The   unrealized   gain  or  loss  on  the
held-to-maturity  investments  that were  transferred to  available-for-sale  is
reported  in  accumulated  other   comprehensive   income  consistent  with  the
requirements of Statement of Financial  Accounting  Standard No. 115 "Accounting
for Certain Investments in Debt and Equity Securities."

                                       7

<PAGE>

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


Financial Condition

         Total  assets  decreased  $1.1  million  or 1.9% to  $57.0  million  at
December  31, 2000 from $58.1  million at September  30, 2000.  The decrease was
primarily  attributable  to a $2.3  million  decrease  in the  Bank's  cash  and
investment  securities  partially  offset by an increase in loans  receivable of
$1.2 million,  net. The Bank's total liabilities decreased $1.2 million or 2.3%,
to $51.5  million at December 31, 2000 from $52.7 million at September 30, 2000.
The  decrease  was  primarily   attributable  to  a  $1.3  million  decrease  in
borrowings.

         Stockholder' equity increased $117,000 to $5.5 million or 9.6% of total
assets at December 31, 2000, as compared to $5.4 million or 9.3% of total assets
at  September  30,  2000.  The  increase in  stockholders'  equity is  primarily
attributable to amortization of ESOP and Restricted Stock Plan shares of $13,000
and a change in the unrealized depreciation on available for sale securities net
of taxes of $98,000, as well as net income of $6,000.


Results of Operations


         Net  Income.  The Bank's net income  decreased  $51,000 for the quarter
ended  December 31, 2000 to $6,000 from $57,000 for the quarter  ended  December
31,  1999.  The  decrease in net income was  attributable  to an increase in the
Bank's  non-interest  expenses of $56,000,  a decrease in interest  income after
provisions  for loan  losses  of  $23,000,  partially  offset by a  decrease  in
provision  for income  taxes of  $27,000.  The  increase  in other  non-interest
expenses  was  mostly due to  expenses  associated  with the  opening of the new
branch office located in Mt. Laurel, New Jersey.

         Net  Interest  Income.  Net  interest  income  is the most  significant
component  of the Bank's  income from  operations.  Net  interest  income is the
difference  between  interest the Bank received on its interest  earning assets,
primarily loans,  investment and  mortgage-backed  securities,  and interest the
Bank  pays  on  its   interest-bearing   liabilities,   primarily  deposits  and
borrowings.  Net  interest  income  depends on the volume of and rates earned on
interest-earning  assets and the  volume of and rates  paid on  interest-bearing
liabilities.

         Net interest income after provision for loan losses decreased  $23,000,
or 5.2%, to $420,000 for the quarter ended  December 31, 2000 as compared to the
quarter ended  December 31, 1999. The decrease was primarily due to the increase
in the cost of funds.

         Provision for Loan Losses. Provision for loan losses was $3,000 for the
three  months  ended  December  31,  2000,  as compared to $11,000 for the three
months ended December 31, 1999.

         Management believes the allowance for loan losses is at a level that is
adequate to provide for  estimated  losses.  However,  there can be no assurance
that further  additions  will not be made to the  allowance and that such losses
will not exceed the estimated amount.

         Non-Interest Income.  Non-interest income increased $1,000 or 2.0% from
$68,000 for the quarter  ended  December 31, 1999 to $69,000 for the same period
in 2000.  Non-interest  income for 2000  included  a gain on sale of  securities
available for sale of $7,000.

                                       8
<PAGE>

         Non-Interest  Expense.  Non-interest expense increased $56,000 or 13.3%
from approximately  $424,000 for the quarter ended December 31, 1999 to $480,000
for the same period in 2000. The increase in the Bank's non-interest expense was
primarily  due to a  $30,000  increase  in  other  non-interest  expense  and an
increase of $22,000 in the Bank's  compensation  and  benefits.  The category of
non-interest  expense  classified as "Other" is comprised of expenses related to
advertising,  fees charged by banks,  loan processing fees, NOW expenses,  costs
related to  supplies  and  various  professional  fees.  The  increase  in these
expenses was mostly due to the opening of the new branch  office  located in Mt.
Laurel, New Jersey.

         Income Tax Expense.  Income tax expense  decreased $27,000 from $31,000
for the quarter  ended  December 31, 1999 to $4,000 for the same period in 2000.
This decrease in income tax expense is due to the decrease in income.

Liquidity and Capital Resources

         The Bank is  required to maintain  minimum  levels of liquid  assets as
defined by OTS  regulations.  This  requirement,  which varies from time to time
depending upon economic conditions and deposit flows, is based upon a percentage
of the Bank's deposits and short-term  borrowings.  The required ratio currently
is 4.0% and the Bank's regulatory liquidity ratio average was 14.55% at December
31, 2000.

         In December  2000,  the Bank  transferred  a portion of its  investment
securities from  held-to-maturity  into  available-for-sale,  in accordance with
FASB 133.

         The Bank's  primary  sources of funds are deposits,  repayment of loans
and  mortgage-backed   securities,   maturities  of  investment  securities  and
interest-bearing  deposits with other banks, advances from the FHLB of New York,
and funds  provided from  operations.  While  scheduled  repayments of loans and
mortgage-backed   securities  and   maturities  of  investment   securities  are
predictable  sources of funds,  deposit flows,  and loan prepayments are greatly
influenced  by the general  level of interest  rates,  economic  conditions  and
competition.  The Bank uses its liquidity resources principally to fund existing
and future loan commitments, maturing certificates of deposit and demand deposit
withdrawals,  to invest in other interest-earning assets, to maintain liquidity,
and meet operating expenses.

         Net cash provided by the Bank's operating  activities (the cash effects
of  transactions  that enter into the Bank's  determination  of net income e.g.,
non-cash items,  amortization and  depreciation,  provision for loan losses) for
the three months ended December 31, 2000 was $88,000, an increase of $27,000, as
compared to the same period in 1999. The increase in 2000 was primarily due to a
change in accrued  interest  receivable and accrued  interest payable of $95,000
offset by a change in other  accrued  liabilities  of  $41,000,  a  decrease  in
advances from borrowers of $29,000 and a depreciation of $25,000.

         Net cash  provided  by the  Bank's  investing  activities  (i.e.,  cash
disbursements,  primarily for the purchase of the Bank's  investment  securities
and mortgage-backed securities portfolios and the Bank's loan portfolio) for the
three months ended  December 31,  2000,  totaled  $732,000  compared to a use of
funds  of  $1.2  million  for  the  same  period  in  1999.  The  difference  is
attributable  to an increase  in net loans  receivable  of $1.2  million in 2000
compared to $1.3 million in 1999 and sale and  redemption  of securities of $3.0
million in 2000.

         Net cash used in the Bank's financing  activities  (i.e., cash receipts
primarily from net increases in deposits and net increases in FHLB advances) for
the three months ended December 31, 2000, totaled $1.2 million,  compared to net
cash  provided by  financing  activities  of $1.3 million for the same period in
1999. The decrease is  attributable  to a net increase in deposits of $59,000 in
2000 offset by a repayment of borrowings of $1.3 million in 2000.

                                       9
<PAGE>

         Office of Thrift Supervision ("OTS") capital regulations  applicable to
the Bank require  savings  institutions  to meet three  capital  standards:  (1)
tangible  capital equal to 1.5% of total adjusted  assets,  (2) a leverage ratio
(core  capital)  equal  to at  least  3% of  total  adjusted  assets,  and (3) a
risk-based capital requirement equal to 8.0% of total  risk-weighted  assets. In
addition,  the OTS prompt corrective  action regulation  provides that a savings
institution  that  has a  leverage  capital  ratio  of  less  than  4%  (3%  for
institutions  receiving  the highest  examination  rating)  will be deemed to be
"undercapitalized"  and may be subject to certain restrictions.  The Bank was in
compliance with these requirements at December 31, 2000, with tangible, core and
risk based capital ratios of 8.54%, 8.54% and 17.28%, respectively.

                                       10
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings
         -----------------

         The  Registrant is not engaged in any legal  proceedings at the present
         time.  From  time to time,  the  Bank is a party  to legal  proceedings
         within the normal  course of business  wherein it enforces its security
         interests in loans made by it, and other similar matters.

Item 2.  Changes in Securities and Use of Proceeds
         -----------------------------------------

         Not applicable.

Item 3.  Defaults Upon Senior Securities
         -------------------------------

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

         None.

Item 5.  Other Information
         -----------------

         Not applicable.

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

         (a)      Exhibits:

                  None.

         (b)      Current Reports on Form 8-K filed during the quarter ended
                  December 31, 2000:

                  None.


                                       11

<PAGE>

                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                               FARNSWORTH BANCORP, INC.



Date: February 5, 2001         By:/s/Gary N. Pelehaty
                                  ----------------------------------------------
                                  Gary N. Pelehaty
                                  President and Chief Executive Officer
                                  (Principal Executive Officer)




Date: February 5, 2001         By:/s/Charles Alessi
                                  ----------------------------------------------
                                  Charles Alessi
                                  Vice President, Chief Financial Officer,
                                  Secretary and Treasurer
                                  (Principal Financial and Accounting Officer)


                                       12