UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

Form 10-K/A

X
  
  ANNUAL REPORT
  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
  EXCHANGE ACT OF 1934


For the fiscal year ended December 31,
2002

OR

TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
  EXCHANGE ACT OF 1934


For the transition period 
to

Commission File Number: 1-7525

The
Goldfield Corporation(Exact Name of Registrant as Specified in
its Charter)

Delaware
  (State or other jurisdiction of
  incorporation or organization)
  88-0031580
  (IRS Employer
  Identification Number)100 Rialto Place, Suite 500, Melbourne,
  Florida(Address of principal
  executive offices)
  32901(Zip Code)


(321)
724-1700
(Registrant's telephone number, including area code)

Securities registered pursuant to Section
12 (b) of the Act:

Title of each classCommon Stock
  Par Value $.10 per share
  Name of each exchange on
  which registeredThe American Stock Exchange


Securities registered pursuant to Section
12 (g) of the Act:
None

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 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]

Indicate by
check mark whether the registrant is an accelerated filer. 
                                                                                         Yes  NoX

On
June 30, 2002, the aggregate market value (based upon the closing price on The
American Stock Exchange) of the common stock held by nonaffiliates was
approximately $10.8 million.

As
of April 21, 2003, 26,817,559 shares of the Registrant's common stock were
outstanding.

Documents Incorporated by Reference
None

---



Reason for Amendment

This amendment is being filed to set
forth the information required pursuant to Part III of the Form 10-K.  Part III of the Form 10-K will not be
incorporated by reference from the Company's Proxy Statement for its 2003
annual meeting as disclosed in the Form 10-K filed on March 25, 2003.

This amendment is also being filed to
correct a calculation error in the reported cost of the Common Stock
repurchased in accordance with the Company's Common Stock Repurchase Plan. The reported
cost was included in the ninth paragraph in the Liquidity and Capital Resources
section of Company's Form 10-K filed on March 25, 2003 and is restated to read
as follows: As of February 1, 2003, pursuant to the Repurchase Plan, the
Company has repurchased 603,938 shares of its Common Stock at a cost of
$267,051.

PART
III

Item
10.     Directors and Executive Officers of the
Registrant.

The directors and executive officers of
the Company are as follows:

Name
   Principal OccupationFor the Last
   Five Years
   DirectorSince
   OfficerSince
   Age(1)Thomas
  E. Dewey, Jr.
  Member
  of McFarland Dewey & Co., LLC, New York, NY (investment banking firm)
  since 1989.(2)
  2002
  
  70Harvey
  C. Eads, Jr.
  Chief
  Operating Officer of Alpha-1 Foundation (non-profit organization) since
  February 2003; Retired between November 2001 and February 2003; City Manager
  of Coral Gables, Florida between May 1988 and November 2001.
  1999
  
  57John
  P. Fazzini
  Real
  Estate Developer; President of Bountiful Lands, Inc. (real estate development
  corporation) since 1980.
  1984
  
  58Robert
  L. Jones
  President
  of the Company's electrical construction subsidiary since 1995.
  
  1995
  55Danforth
  E. Leitner
  Retired
  as of May 2002; Real Estate Broker; Real Estate Appraiser; President of The
  Leitner Company (real estate brokerage and appraisal corporation) between
  1984 and May 2002.
  1985
  
  62Al
  Marino
  Architectural
  Designer; President of A.M. Marino Design, Inc. (architectural design firm)
  since 1986 (Mr. Marino is the son of Melba Ford who, along with the estate of
  Anthony J. Ford, owns 2,065,300 shares of the Company's Common Stock).
  2001
  
  45Dwight
  W. Severs
  Secretary
  of the Company since 1999; City Attorney for City of Titusville, Florida
  since January 1999; Principal for the firm of Dwight W. Severs &
  Associates, P.A. since March 1998.
  1998
  1999
  59




2

---





|Name                                                                                                                                                                                                                                                                 | Principal OccupationFor the Last
   Five Years                                                                                                                                                                                                                                                                                                                                                               | DirectorSince | OfficerSince | Age(1)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------- | ------------ | ------
|                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                              |               |              |       
|John
  H. Sottile                                                                                                                                                                                                                                                    | Chairman
  of the Board of Directors of the Company since May 1998; President of the
  Company since 1983 and Chief Executive Officer of the Company since 1985.                                                                                                                                                                                                                                             | 1983          | 1983         | 55    
|                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                              |               |              |       
|Stephen
  R. Wherry                                                                                                                                                                                                                                                  | Vice
  President of the Company since 1992; Treasurer and Chief Financial Officer
  since 1988.                                                                                                                                                                                                                                                                                                              |               | 1988         | 44    
|                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                              |               |              |       
|William
  M. Braselton                                                                                                                                                                                                                                               | Vice
  President of the Company's real estate subsidiaries since May 2000 (joined
  the Company February 2000); Director of Acquisitions of Kessel Real Estate
  Group (real estate investment and brokerage firm) between July 1999 and
  February 2000; Director of Acquisitions of The Wentwood Companies (real
  estate investment, management and financing firm) between January 1997 and
  July 1999. |               | 2000         | 29    
|                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                              |               |              |       
|(1)  As
  of December 31, 2002                                                                                                                                                                                                                                      
|(2)  Mr.
  Dewey also serves as a director of Northwest Natural Gas Company and Genelabs
  Technologies, Inc. as well as a trustee of 
        The Scripps Research Institute and
  chairman emeritus of the board of trustees of Lenox Hill Hospital in New
  York.

Section
16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange
Act of 1934 requires the Company's directors and executive officers, and
persons who beneficially own more than ten percent of a registered class of the
Company's equity securities, to file with the SEC initial reports of ownership
and reports of changes in ownership of Common Stock of the Company.  Copies of all such reports filed with the
SEC are required to be furnished to the Company.  Based solely on the Company's review of the copies of such
reports it has received, the Company believes that all of its executive
officers, directors and greater than ten percent beneficial owners complied
with all filing requirements applicable to them with respect to transactions
during the year ended December 31, 2002.

3

---



Item
11.     Executive Compensation.

The following Summary Compensation Table sets forth the cash
compensation for the Company's Chief Executive Officer and other executive
officers, including three executive officers of subsidiaries, whose
compensation exceeded $100,000 during the years ended December 31, 2002, 2001
and 2000.  The information provided
under the heading "Executive Compensation" is that required by
"small business issuers" as defined by the rules of the SEC.

Summary Compensation Table

Annual Compensation
   
   Long-term
   CompensationAwardsName andPrincipal Position
   Year
   
   Salary   ($)(1)
   Bonus   ($)(1)
   All Other     
   Compensation ($)(2)
   Stock Options(in shares)John H. Sottile
  2002
  
  388,510
  97,127
  11,636
  --Chairman,
  President and
  2001
  
  388,510
  125,000
  10,328
  --Chief
  Executive Officer
  2000
  
  380,333
  --
  250,158
  --William M.
  Braselton
  2002
  
  58,708
  113,532
  --
  --Vice
  President of real estate
  2001
  
  52,000
  --
  --
  --subsidiaries
  2000
  
  43,933
  --
  --
  --Patrick S.
  Freeman
  2002
  (3)
  112,904
  21,328
  207,796
  --Former
  President of mining
  2001
  
  112,500
  18,336
  5,375
  --subsidiaries
  2000
  
  112,500
  8,758
  96,773
  --Robert L. Jones
  2002
  (4)
  107,018
  138,278
  8,516
  --President
  of electrical
  2001
  
  105,000
  332,239
  7,497
  --construction
  subsidiary
  2000
  
  105,000
  189,089
  97,379
  --Stephen R.
  Wherry
  2002
  
  139,792
  37,500
  6,593
  --Vice
  President, Treasurer
  2001
  
  125,000
  40,000
  6,132
  --and
  Chief Financial Officer
  2000
  
  118,229
  65,000
  96,070
  --


____________________

(1)
  Amounts
  reported represent compensation earned for the year, some of which may have
  been paid in a
  subsequent year.(2)
  Amounts
  for 2002 included (a) the economic benefit related to the insurance policies
  under the terminated Employee Benefit Agreements ($5,636 for Mr. Sottile;
  $1,796 for Mr. Freeman; $2,516 for Mr. Jones; and $1,093 for Mr. Wherry), (b)
  Company contributions to the Company's Cash Deferred Profit Sharing Plan
  ($6,000 for Mr. Sottile; $6,000 for Mr. Freeman; $6,000 for Mr. Jones; and
  $5,500 for Mr. Wherry), (c) severance compensation of $100,000 for Mr.
  Freeman paid in December 2002 and (d) completion fee of $100,000 for Mr.
  Freeman, payment of which is contingent upon the Company's full release from
  its third party financial assurance obligations which are related to the
  Company's formerly owned mining subsidiaries. Amounts for 2001 included (a)
  the economic benefit related to the insurance policies under the terminated
  Employee Benefit Agreements ($5,228 for Mr. Sottile; $1,737 for Mr. Freeman;
  $2,397 for Mr. Jones; and $1,032 for Mr. Wherry) and (b) Company
  contributions to the Company's Cash Deferred Profit Sharing Plan ($5,100 for
  Mr. Sottile; $3,638 for Mr. Freeman; $5,100 for Mr. Jones; and $5,100 for Mr.
  Wherry). Amounts for 2000 included (a) payments related to the termination of
  the Company's Employee Benefit Agreements ($240,000 for Mr. Sottile; $90,000
  for Mr. Freeman; $90,000 for Mr. Jones; and $90,000 for Mr. Wherry), (b) the
  economic benefit related to the life insurance policies under the terminated
  Employee Benefit Agreements ($5,058 for Mr. Sottile; $1,673 for Mr. Freeman;
  $2,279 for Mr. Jones; and $970 for Mr. Wherry) and (c) Company contributions
  to the Company's Cash Deferred Profit Sharing Plan ($5,100 each for Messrs.
  Sottile, Freeman, Jones and Wherry).(3)
  Mr.
  Freeman's employment terminated effective November 30, 2002 as a result of
  the sale of the mining subsidiaries.(4)
  Mr.
  Jones's salary for 2002 included 53 weekly pay periods, while 2001 and 2000
  included 52 pay periods.


4

---



OPTION EXERCISES IN 2002 AND YEAR-END OPTION VALUE

The following table provides information about the stock
options exercised by the named executive officers during the year ended
December 31, 2002 and held by them as of that date.

Name
  Shares
  Acquired
  onExercise
  Dollar
  Value
  Realized
  onExercise
  Number of Securities
  Underlying Unexercised     Options at End of2002
  Value of Unexercised
  In-the-Money-Optionsat End of 2002(1)Exercisable
  Unexercisable
  Exercisable
  Unexercisable(#)
  ($)
  (#)
  (#)
  ($)
  ($)John H. Sottile
  --
  --
  125,000
  --
  28,906
  --William M. Braselton
  --
  --
  --
  --
  --
  --Patrick S. Freeman
  41,667
  9,219
  --
  --
  --
  --Robert L. Jones
  --
  --
  41,667
  --
  9,635
  --Stephen R. Wherry
  --
  --
  41,667
  --
  9,635
  --


____________________(1)The value
  of the options is based upon the difference between the exercise price and
  the closing price per share on
  December 31, 2002, $0.45.

On November 1, 2001, the Company entered into an amended and
restated employment agreement with John H. Sottile.  This agreement superseded the prior employment agreement dated
January 15, 1985 and the employment agreement made by a subsidiary of the
Company as of January 1, 1986, both as subsequently amended.  This amended and restated employment
agreement provides for continuous employment until January 31, 2005 and shall
be extended automatically for three months on the last day of each three-month
period following the effective date, November 1, 2001.  This contract currently entitles Mr. Sottile
to a salary of $397,757, which salary may be increased; provided, however, that
as a minimum, it shall be increased effective January 1 of each year by an
amount equal to the percentage increase, if any, over the preceding twelve
months in the Consumer Price Index for all urban consumers.  If Mr. Sottile's employment is terminated by
the Company without cause, or if Mr. Sottile terminates his employment for good
reason (as defined by the contract), Mr. Sottile is entitled to receive, in
addition to other benefits, an amount equal to lump sum cash amount equal to
2.999 times his average W-2 compensation for the preceding five full calendar
years.  In the event of his permanent
disability, the Company may terminate Mr. Sottile's employment upon at least thirty
days advance written notice. He or his estate will then be entitled to receive,
in addition to other benefits, an amount equal to lump sum cash amount equal to
his average W-2 compensation for the preceding five full calendar years.

Employee Benefit AgreementsBeginning in 1989, the Company entered into Employee Benefit
Agreements (each, a "Benefit Agreement") with Messrs. Sottile, Jones, Freeman
and Wherry and certain employees of the Company.  Under the terms of each Benefit Agreement, the Company owned life
insurance policies that accumulated cash surrender value for the retirement of
the employee, at age sixty-five, while also providing a life insurance benefit
for the employee.  Under the terms of
each Benefit Agreement, the Company was entitled to a refund of the lesser of
the previously paid premiums or the cash surrender value of the insurance
policy, either upon retirement of the employee, the death of the employee or
upon the termination of the Benefit Agreement. 
The Company had the right to terminate the Benefit Agreement without any
future obligation by giving written notice to the employee.  If the Benefit Agreement was terminated, the
Company was entitled to receive the lesser of the cash surrender value of the
insurance policy or the total of previously paid premiums.  In 2000, the Board of Directors reviewed the
Benefit Agreements and related insurance policies and decided it was in the
best interest of the Company to terminate the Benefit Agreements to eliminate
the annual insurance premium obligations. During the second quarter of 2000,
the Company entered into Cancellation and Release Agreements pursuant to which
the Benefit Agreements were terminated. 
In consideration of terminating the future retirement benefit associated
with the Benefit Agreements, the Company decided to compensate the affected
employees.  The net expense to the
Company was $425,311.  Although the
Company does not anticipate making any further cash premium payments, the
Company will continue to own the policies and has granted each employee the
right to name the beneficiary for the death benefits in excess of premiums
previously paid by the Company, less any outstanding loans.

5

---



Item 12.     Security Ownership of
Certain Beneficial Owners and Management.

The following table sets forth, as of April 21, 2003, certain
stock ownership information regarding all stockholders known by the Company to
be the beneficial owners of 5% or more of the outstanding shares of Common
Stock of the Company and directors and executive officers of the Company.

Beneficial
  Owners
  Amount     
  BeneficiallyOwned (1)
  Percent ofClass (2)(a) Holders
  of more than 5% :Melba
  Ford and the estate of Anthony J. Ford (3)
  2,065,300
  7.70%(b) Directors and
  Executive Officers:
     Thomas
  E. Dewey, Jr.
  100
  *Harvey
  C. Eads, Jr.
  1,000
  *John P.
  Fazzini
  20,100
  *Robert
  L. Jones
  270,000
  1.01%Danforth
  E. Leitner
  20,600
  *Al
  Marino (4)
  1,000
  *Dwight
  W. Severs
  42,000
  *John H.
  Sottile (5)
  1,038,288
  3.85%Stephen
  R. Wherry
  135,000
  *(c) All
  Directors and Executive Officers as a group
        (10 in number):
  1,528,088
  5.68%


*
  Less
  than 1%(1)
  All
  amounts have been determined as of April 21, 2003 in accordance with Rule
  13d-3 under the Securities Exchange Act of 1934, as amended and include
  holdings of spouses, minor children, relatives and spouses of relatives
  living in the same household, even if beneficial ownership is disclaimed.  For purposes of this table, a person or
  group of persons is deemed to have "beneficial ownership" of any
  shares of Common Stock which such person has the right to acquire within 60
  days after April 21, 2003.(2)
  In
  accordance with the rules of the SEC, the percentage shown in this column
  opposite the name of each person has been computed assuming the exercise of
  any options held by such person or group and that no exercises by others have
  occurred.(3)
  Address of Mrs. Melba Ford:  33 Van
  Ripper Street, Staten Island, NY 10302.  Information
  as to shares beneficially owned by Mrs. Melba Ford and the estate of Anthony
  J. Ford based on information provided to the Company by Al Marino, son of
  Mrs. Ford.(4)
  Does
  not include 2,065,300 shares of the Company's Common Stock owned by Mr.
  Marino's mother, Melba Ford, and the estate of Anthony J. Ford, as to which
  Mr. Marino disclaims beneficial ownership.(5)
  Includes
  140,400 shares of Common Stock owned by Mr. Sottile's wife, Ann Sottile, and
  27,451 shares of Common Stock owned by Mr. Sottile's son, John Nicholas
  Sottile.


Item
13.     Certain Relationships and Related
Transactions.

In December, 2001, the Company retained McFarland Dewey &
Co., LLC to assist the Company in its evaluation of strategic alternatives,
which included divestiture of the Company's mining operations.  During 2002, McFarland Dewey was paid
$383,934 ($300,000 for commission on the sale of the Company's mining
subsidiaries, $50,000 for financial advisory services in connection with the
Shareholders' Rights Plan and Common Stock Repurchase Plan and $33,934 for
reimbursement of out-of-pocket expenses). 
Mr. Dewey is a member of McFarland Dewey.

6

---



Item
15.     Exhibits, Financial Statements Schedules, and
Reports on Form 8-K.

(c)
Exhibits

|99-1 | Certification pursuant to 18 U.S.C.
  section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of
  2002.
|---- | ---------------------------------------------------------------------------------------------------------------------------

|99-2 | Certification pursuant to 18 U.S.C.
  section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of
  2002.
|---- | ---------------------------------------------------------------------------------------------------------------------------





7

---



SIGNATURES

Pursuant to the requirements of Section
13 or 15 (d) 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.

THE GOLDFIELD CORPORATION

> By
>   /s/ John H.
>   Sottile(John H. Sottile)
> 
>   Chairman of
>   the Board of Directors, President,
>   Chief Executive Officer and Director

Dated:  April
28, 2003

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities indicated on April 28, 2003.

|Signature                                     | Title                                                                                                                                 
|--------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------
|/s/ John H.
  Sottile(John H. Sottile)        | Chairman of
  the Board of Directors,
  President, Chief Executive Officer
  and Director.                                            
|/s/ Stephen
  R.
  Wherry(Stephen R. Wherry)  | Vice
  President, Finance and Chief
  Financial Officer (Principal
  Financial Officer), Treasurer and
  Principal Accounting Officer.
|/s/ Dwight
  W.
  Severs
  (Dwight W. Severs) | Director
  and Secretary                                                                                                              
|*
  (Thomas E. Dewey, Jr.)                    | Director                                                                                                                              
|*
  (Harvey C. Eads, Jr.)                     | Director                                                                                                                              
|*
  (John P. Fazzini)                         | Director                                                                                                                              
|*
  (Danforth E. Leitner)                     | Director                                                                                                                              
|*
  (Al Marino)                               | Director                                                                                                                              

*By: /s/ John H. SottileJohn H. Sottile
Attorney-in-Fact
   Pursuant to Powers of
Attorney filed as Exhibit 24
    to original
Report on Form 10-K filed March 25, 2003.

8



---



CERTIFICATION

I, John H. Sottile, certify that:

1. I have reviewed this annual report on Form 10-K/A of The
Goldfield Corporation;

2. Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:

a) 
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) 
evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c)  
presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;

5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing
the equivalent function):

a)  all
significant deficiencies in the design or operation of internal controls which
could adversely affect the registrant's ability to record, process, summarize
and report financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and

b)  any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Dated April 28, 2003

|/s/John H. Sottile                    
|--------------------------------------
|(John H. Sottile)                     
|Chairman of the Board of Directors,   
|President, Chief Executive Officer and
|Director.                             



9

---





CERTIFICATION

I, Stephen R. Wherry, certify that:

1. I have reviewed this annual report on Form 10-K/A of The
Goldfield Corporation;

2. Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:

a) 
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) 
evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) 
presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;

5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing
the equivalent function):

a)  all
significant deficiencies in the design or operation of internal controls which
could adversely affect the registrant's ability to record, process, summarize
and report financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and

b)  any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Dated April 28, 2003

|/s/Stephen R. Wherry               
|-----------------------------------
|(Stephen R. Wherry)                
|Vice President, Treasurer and Chief
|Financial Officer.                 



10