UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                    Form 10-KSB
(Mark One)
[x]  ANNUAL REPORT under Section 13 or 15(d) of the Securities Exchange
     Act of 1934

For the fiscal year ended:  December 31, 2002

[ ]  TRANSITION REPORT under Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the transition period from --------- to ----------

Commission file number 0-14451
                               Acap Corporation
                  (Name of small business issuer in its charter)

State of Incorporation:                        IRS Employer Id.:
       Delaware                                     25-1489730

                  Address of Principal Executive Office:
                    10555 Richmond Avenue, 2nd Floor
                          Houston, Texas  77042

Issuer's telephone number, including area code:  (713) 974-2242
Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:

                   Common Stock, par value $.10 per share
                              (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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.     x    Yes        No.

Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB.   [x]

Revenues for the issuer for its most recent fiscal year were $18,425,144.

As of March 21, 2003, 7,324 shares of the registrant's Common Stock,
excluding shares held in treasury, were issued and outstanding, and the
aggregate market value of such shares held by non-affiliates of the
registrant on such date, based on the average of the closing bid and
asked prices for such shares on such date, was $1,522,368.

DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part II, Items 5 - 7 of Form 10-KSB is
incorporated by reference from the registrant's 2002 Annual Report to
Stockholders.  The information required by Part III, Items 9 - 12 of Form
10-KSB is incorporated by reference from the registrant's definitive
information statement to be furnished in connection with the Annual
Meeting of Stockholders to be held on or about May 12, 2003.

The Exhibit Index, Part III, Item 13, is located on page 6 of this Form
10-KSB.

Transitional Small Business Disclosure Format (check one):
  [ ]  Yes   [x]  No


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PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

Acap Corporation was incorporated under the laws of the State of Delaware
on March 18, 1985 by the management of American Capitol Insurance Company
("American Capitol") to become the parent or "holding company" of
American Capitol.  Acap Corporation began operating in that capacity on
October 31, 1985.  American Capitol is a Texas life insurance company
licensed in 34 states and the District of Columbia.  American Capitol
began operations as a life insurance company on June 1, 1954.

Unless the context otherwise requires, the term "Acap" refers to the
consolidated group of Acap Corporation and its wholly-owned subsidiaries.

Acap primarily engages in the acquisition and servicing of existing
blocks of insurance policies.  Since September 1994, the Company has
marketed a small volume of final expense insurance and prearranged
funeral service contracts.  Starting May 1999, the Company began
marketing Medicare supplement policies.  Through its life insurance
subsidiaries, Acap maintains individual Medicare supplement health
policies and a broad portfolio of individual life insurance policies and
annuity contracts.

Fortune National Corporation ("Fortune Corp"), a Pennsylvania
corporation, acquired a majority interest in American Capitol in 1984.
In the 1985 reorganization that resulted in American Capitol becoming a
wholly owned subsidiary of Acap, Fortune Corp's majority interest in
American Capitol was exchanged for an equivalent interest in Acap.
Fortune Corp was liquidated during 1996, leaving Fortune Corp's majority
stockholder, InsCap Corporation ("InsCap"), a Delaware corporation, with
the controlling interest in Acap, approximately 45% at December 31, 2002.

Acquisition Strategy

Acap's strategy for achieving growth and profits is based upon the
acquisition of blocks of existing insurance policies through the direct
purchase of such blocks or indirectly through the acquisition of life
insurance companies.  By acquiring blocks of insurance directly or
through the purchase of other life insurance companies, Acap hopes to add
"new" policies to its books more economically than through marketing.

Generally, insurance companies can acquire policies in two ways; either
by "purchasing" them policy-by-policy through marketing, or by buying an
existing block of policies.  Purchasing an existing block of business has
the advantage that the policies have an established "history."  That is,
an existing block will have an established pattern of mortality and lapse
experience.  Also, the company selling the block of existing policies has
already absorbed the risks involved in marketing the insurance products.
In purchasing an existing block of policies, Acap's strategy is to set
the purchase price at the sum of the expected future profits of the block
of policies discounted at a rate of return in excess of Acap's cost of
funds.  Acap then attempts to improve upon the rate of return by
maintaining the acquired policies at a lower per policy cost than was
used in the pricing assumptions and by realizing a higher investment
yield on the acquired assets than was used in the pricing assumptions.

It also should be noted that the acquisition strategy has certain risks
and disadvantages.  Since the marketing of insurance products generally
involves greater risks than acquiring existing blocks of insurance, the
profit margins available through marketing may be greater than the
margins available with respect to an acquired block of insurance.  Also,
there are relatively few companies or blocks of business meeting Acap's
acquisition criteria that become available for purchase each year.

                                    2
<PAGE>

Acap's acquisition strategy requires Acap to maintain the personnel,
computer systems and physical properties necessary to accommodate large
growth phases without the guarantee that such growth will occur.

Acquisitions to Date

Acap (i.e., its predecessor, American Capitol) switched from a
traditional marketing strategy to the current acquisition strategy in
1984 in connection with the change in control and associated change in
management resulting from Fortune Corp's purchase of a majority of the
outstanding common stock.  Since 1984, Acap has acquired six companies
and five blocks of business.  Primarily as a result of this acquisition
activity, Acap's assets grew from approximately $64 million at December
31, 1984 to approximately $147 million at December 31, 2002.

Products and Markets

The policies serviced by Acap are primarily traditional whole life
policies, interest-sensitive whole life policies, term life policies,
stipulated premium whole life policies, flexible premium annuity
contracts, and Medicare supplement policies.

Traditional whole life policies are generally characterized by a uniform
death benefit and a level periodic premium throughout the insured's
lifetime.  These policies combine a savings element with insurance
protection.  The savings element, called the cash value, builds at a
fixed rate of interest and may be borrowed against by the policyholder
and, if the policy terminates other than through the death of the
insured, may be paid to the policyholder.

Acap's interest-sensitive whole life policies also generally have a
uniform death benefit and a level periodic premium.  However, with these
policies, the interest rate credited to the savings element of the policy
may be varied at Acap's option above a guaranteed minimum rate.  The
interest-sensitive policies also provide for a surrender charge in the
event that the policyholder surrenders the policy during the first ten
years following the issue date of the policy.  Further, Acap may vary
below a guaranteed maximum the amount charged against the policy for
expenses and mortality costs.

Term life policies generally offer pure insurance protection (i.e., no
savings element) for a specified period.  Such policies typically offer a
conversion privilege, a renewal privilege, or both.  Premiums typically
are adjusted upon the exercise of either privilege.

Stipulated premium whole life policies are characterized by a uniform
death benefit and a level periodic premium throughout the insured's
lifetime.  However, unlike traditional whole life policies, stipulated
premium whole life policies have no cash value.

Flexible premium annuity contracts permit the annuitant to make deposits
as the annuitant chooses, and allow the annuitant to make withdrawals at
his or her option, subject to deduction of applicable surrender charges.
The annuity balance earns interest on a tax-deferred basis at a rate that
Acap may change annually.

Medicare supplement policies are health insurance policies that cover
specified benefits that are not covered by Medicare.  Premium rates may
be changed on the policies within a state with the advance approval of
regulatory officials of that state.

From mid-1985 until September 1994, the Company relied exclusively on its
acquisition strategy and did not actively market new business.  Since
September 1994, the Company has marketed a small volume of final expense
insurance and prearranged funeral service contracts in the State of

                                  3
<PAGE>

Texas.  These policies are primarily written through independent funeral
homes.  Starting May 1999, the Company began marketing Medicare
supplement health insurance policies through independent brokers in the
States of Texas, Oklahoma, and Louisiana.

No single customer accounts for a meaningful percentage of the Company's
business in force or sales.

Competition

The life insurance industry is highly competitive.  There are over 1,700
life insurance companies in the United States.  Although Acap's
acquisition strategy is not the standard strategy employed in the
industry, Acap must compete with a significant number of companies, both
inside and outside the life insurance industry, when looking for an
acquisition.  Many of these companies have substantially greater
financial resources and larger staffs than Acap.

Acap also must compete with a significant number of other life insurance
companies to retain Acap's existing block of policies.  Many of these
companies have broader and more diverse product lines together with
active agency forces, and therefore, certain of Acap's policyholders may
be induced to replace their existing policies with those provided by
Acap's competitors.

Regulation

The insurance subsidiaries of the Company are subject to regulation by
the supervisory insurance agency of each state or other jurisdiction in
which the insurance subsidiaries are licensed to do business.  These
supervisory agencies have broad administrative powers relating to the
granting and revocation of licenses to transact business, the approval of
policy forms, the approval of premium rates on Medicare supplement
policies, the form and content of mandatory financial statements,
capital, surplus, reserve requirements and the types of investments that
may be made.  The insurance subsidiaries are required to file detailed
reports with each supervisory agency, and its books and records are
subject to examination by each.  In accordance with the insurance laws of
the State of Texas (the insurance subsidiaries' state of domicile) and
the rules and practices of the National Association of Insurance
Commissioners (the "NAIC"), the insurance subsidiaries are examined
periodically by examiners from Texas.

Most states have enacted legislation or adopted administrative
regulations covering such matters as the acquisition of control of
insurance companies and transactions between insurance companies and the
persons controlling them.  The NAIC has recommended model legislation on
these subjects that has been adopted, with variations, by many states.
The nature and extent of the legislation and administrative regulations
now in effect vary from state to state, and in most states prior
administrative approval of the acquisition of control of an insurance
company incorporated in the state, whether by tender offer, exchange of
securities, merger or otherwise, is required, which process involves the
filing of detailed information regarding the acquiring parties and the
plan of acquisition.

The insurance subsidiaries are members of an "insurance holding company
system" and are required to register as such with the State of Texas and
file periodic reports concerning their relationships with the insurance
holding company and other affiliates of the holding company.  Material
transactions between members of the holding company system are required
to be "fair and reasonable" and in some cases are subject to
administrative approval, and the books, accounts and records of each
party are required to be so maintained as to clearly and accurately
disclose the precise nature and details of the transactions.  Notice to
or approval by the State of Texas is required for dividends paid by the
insurance subsidiaries.

                                4
<PAGE>

General

The Company does not hold any patents, trademarks, licenses, franchises
or concessions in connection with its business, except for the insurance
licenses of its insurance subsidiaries.

The Company expended no money on research and development during the past
two years.

Employees

At December 31, 2002, Acap had a total of 73 employees, of which 69 are
full time employees.  None of these employees is covered by a collective
bargaining agreement.  Acap believes that it has excellent relations with
its employees.

ITEM 2.  DESCRIPTION OF PROPERTIES.

The principal offices of the Company are located at 10555 Richmond
Avenue, Houston, Texas 77042.  The Company leases 22,852 square feet of
office space.  The lease runs through October 1, 2011.  The Company has
the option to extend the lease at then-current market rates for an
additional five years.  The Company's offices are suitable for the
conduct of its business and the Company has an option to lease additional
space in the same building to provide room for future growth.

The Company's investment policy prohibits making investments in real
estate without the prior approval of the Board of Directors.  There are
no plans to make any real estate investments in the foreseeable future.
If the Company were interested in making a real estate investment,
regulatory restrictions applicable to Texas life insurance companies
would prohibit the life insurance subsidiaries from investing in real
estate outside of the United States, in residential real estate, or in
any property, other than home office property, that exceeds 5% of the
insurer's statutory assets.

The Company owns and services first mortgage loans with aggregate
principal balances at December 31, 2002 of $647,700.  The investment in
mortgage loans was made primarily for income as opposed to capital gain.
Residential mortgages represent 88% of the mortgage loan balances at
December 31, 2002, with one commercial mortgage constituting the balance.
In addition to the real estate collateral, approximately $535,000 of the
mortgage loans at December 31, 2002 are guaranteed by an individual that
the Company has reason to believe has a net worth well in excess of the
balance of the guaranteed loans.  The Company's investment policy
prohibits making new investments in mortgage loans without the prior
approval of the Board of Directors.  There are no plans to make any
mortgage loan investments in the foreseeable future.  If the Company were
interested in making a mortgage loan investment, regulatory restrictions
applicable to Texas life insurance companies would prohibit the life
insurance subsidiaries from investing in mortgage loans on real estate
outside of the United States, in other than first liens, or in any loan
that exceeds 25% of the insurer's statutory capital and surplus.

ITEM 3.  LEGAL PROCEEDINGS.

There are no material pending legal proceedings involving the Company or
any of its properties.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matter was submitted to a vote of security holders during the quarter
ended December 31, 2002.


PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

                                    5
<PAGE>

The required information regarding the market for the common equity of
the Company and related stockholder matters is incorporated herein by
reference from "Stockholder Information" on page 35 of Acap's 2002 Annual
Report to Stockholders.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

Management's Discussion and Analysis of Financial Condition and Results
of Operations is incorporated herein by reference from "Management's
Financial Analysis" on pages 3-11 of Acap's 2002 Annual Report to
Stockholders.

ITEM 7.  FINANCIAL STATEMENTS.

Financial statements and supplementary data are incorporated herein by
reference from pages 12-36 of Acap's 2002 Annual Report to Stockholders.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.


PART III

The information required by Items 9-12 is incorporated by reference from
Acap's definitive information statement, which is to be filed pursuant to
Regulation 14C.

ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits:

                                             Location or Incorporation
Exhibits            Description                   by Reference
--------            -----------              -------------------------

3(a)(1)  Certificate of Incorporation of  *Form 10 effective June 22,
         the Registrant dated March 12,       1986, pages 58-61
         1985

3(a)(2)  Certificate of Amendment to the  *Form 10 effective June 22,
         Certificate of Incorporation of      1986, pages 62-65
         the Registrant dated October 25,
         1985

3(a)(3)  Certificate of Amendment to the  *Form 10K dated December 31,
         Certificate of Incorporation of      1988, pages 51-53
         the Registrant dated August 22,
         1986

3(a)(4)  Certificate of Amendment to the  *Form S4, Registration No.
         Certificate of Incorporation of      33-27874
         the Registrant dated March 20,
         1989

3(a)(5)  Certificate of Amendment to the  *Form 10KSB dated December 31,
         Certificate of Incorporation of      1994, pages 273-276
         the Registrant dated May 9,
         1994

3(b)(1)  Bylaws of the Registrant, as     *Form 10K dated December 31,
          amended                             1988, pages 54-68

3(b)(2)  Amendment to the Bylaws of the   *Form 10Q dated March 31,
         Registrant                           1990, page 11

4        Certificate of Designations of    *Form 8K dated December 31,
         the Preferred Stock of the           1986, pages 23-31
         Registrant

10(a)(1) 1997 American Capitol Insurance  *Form 10KSB dated December 31,
         Company Key Employee Incentive       1997, pages 11-19
         Stock Option Plan

                                   6
<PAGE>
                                             Location or Incorporation
Exhibits            Description                   by Reference
--------            -----------              -------------------------

10(a)(2) Form of Grant of Stock Option    *Form 10KSB dated December 31,
         used in 1997 American Capitol        1997, pages 20-25
         Insurance Company Key Employee
         Incentive Stock Option Plan

10(b)(1) Employment Contract between      *Form 10QSB dated June 30,
         American Capitol Insurance           2000, pages 22-29
         Company and John D. Cornett

10(b)(2) Stock Purchase Agreement         *Form 10QSB dated March 31,
         between American Capitol             1997, pages 27-36
         Insurance Company and John D.
         Cornett

10(b)(3) Loan Forgiveness Agreement       *Form 10QSB dated June 30,
         between American Capitol             2000, pages 16-21
         Insurance Company and John D.
         Cornett

10(c)    Disability Income Agreement      *Form 10KSB dated December 31,
         between American Capitol             1997, pages 26-29
         Insurance Company and William
         F. Guest

10(d)(1) Reinsurance Agreement between    *Form 10KSB dated December 31,
         American Capitol Insurance           1993, pages 10-66
         Company and Crown Life Insurance
         Company effective December 31,
         1992, as amended

10(d)(2) Amendment dated June 30, 1996    *Form 10KSB dated December 31,
         to the Reinsurance Agreement        1996, pages 48-50
         Life Insurance Company

10(e)(1) Reinsurance Agreement effective  *Form 10KSB dated December 31,
         February 2, 1995 between Oakley-     1994, pages 213-260
         Metcalf Insurance Company and
         Alabama Reassurance Company

10(e)(2) Amendment dated January 1, 1996   *Form 10KSB dated December 31,
         to the Reinsurance Agreement          1996, pages 69-71
         between Oakley-Metcalf Insurance
         Company and Alabama Reassurance
         Company

10(e)(3) Amendment dated December 31,      *Form 10KSB dated December 31,
         1996 to the Reinsurance Agreement     1996, page 72
         between Texas Imperial Life
         Insurance Company and Alabama
         Reassurance Company

10(f)    Loan Agreement and related        *Form 10KSB dated December 31,
         documents between Acap                1994, pages 261-272
         Corporation and Central
         National Bank

10(g)    Liquidation Plan Regarding the    *Form 10QSB dated June 30,
         Insolvency and Liquidation of        1999, pages 18-209
         The Statesman National Life
         Insurance Company

10(h)    Coinsurance Agreement dated       *Form 10KSB dated December 31,
         January 1, 1998 between               1997, pages 75-128
         Universal Life Insurance Company
         and American Capitol Insurance
         Company

10(i)    Amendments Letter dated February  *Form 10KSB dated December 31,
         27, 1998 amending the Coinsurance     1997, pages 129-132
         Agreement between Universal Life
         Insurance Company and American
         Capitol Insurance Company

10(j)    Closing Memorandum and Amendments *Form 10KSB dated December 31,
         to the Coinsurance Agreement          1997, pages 133-135
         between Universal Life Insurance
         Company and American Capitol
         Insurance Company

10(k)    Coinsurance Agreement dated       *Form 10KSB dated December 31,
         January 1, 1998 between Republic-      1997, pages 154-176
         Vanguard Life Insurance Company
         and American Capitol Insurance
         Company

10(l)    Lease Agreement dated             *Form 10KSB dated December 31,
         November 21, 1997 between             1997, pages 177-227
         Realtycorp International Group
         LC and American Capitol Insurance
         Company

                                  7
<PAGE>
                                           Location or Incorporation
Exhibits            Description                   by Reference
--------            -----------            -------------------------

10(m)    Trust Agreement and related       *Form 10KSB dated December 31,
         Amendment of Reinsurance              2001, pages 10-63
         Agreement between American
         Capitol Insurance Company and
         Republic-Vanguard Life Insurance
         Company dated January 1, 1998

10(n)    Reinsurance Agreement between     *Form 10QSB dated March 31,
         Texas Imperial Life Insurance         2001, pages 13-48
         Company and Hannover Life
         Reassurance (Ireland) Limited

10(o)    Third Amendment to the Lease      *Form 10KSB dated December 31,
         Agreement dated November 21, 1997     2002, pages 12-20
         between Realtycorp International
         Group LC and American Capitol
         Insurance Company

11       Statement re computation of        *2002 Annual Report to
         per share earnings                     Stockholders page 30

13       2002 Annual Report to Stockholders Pages 21-61

21       Subsidiaries of the Registrant     Page 62

--------------------------------------------------------------
* Exhibit is incorporated by reference to the listed document.



(b)	Reports on Form 8-K:

No reports on Form 8-K were filed in the last quarter of the year
ended December 31, 2002.

ITEM 14.  CONTROLS AND PROCEDURES.

Acap management, including the Principal Executive Officer and Principal
Financial Officer, have conducted an evaluation of the effectiveness of
disclosure controls and procedures pursuant to Exchange Act Rule 13a-
14(c) and 15d-14(c).  Based on that evaluation, the Principal Executive
Officer and Principal Financial Officer concluded that the disclosure
controls and procedures are effective in ensuring that all material
information required to be filed in this annual report has been made
known to them in a timely fashion. There have been no significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date the Principal Executive Officer
and Principal Financial Officer completed their evaluation.



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Acap Corporation

Date:  March 24, 2003

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<PAGE>

By:

     /s/ William F. Guest
     ----------------------------
     William F. Guest
     Chairman of the Board


In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities
and on the date indicated.

Date:  March 24, 2003

By:

      /s/ William F. Guest               /s/ John D. Cornett
     -------------------------------    --------------------------------
     William F. Guest                   John D. Cornett
     Chairman of the Board, Director    Executive Vice President and
     and President	                Treasurer (Principal Financial
     (Principal Executive Officer)      and Accounting Officer)

     /s/ Roy L. Butler                  /s/ C. Stratton Hill, Jr.
     -------------------------------   ---------------------------------
     Roy L. Butler	               C. Stratton Hill, Jr.
     Director                          Director


     /s/ Jarred W. Sloan
     -------------------------------
     Jarred W. Sloan
     Director




CERTIFICATION

I, William F. Guest, certify that:

1. I have reviewed this annual report on Form 10-KSB of Acap 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;

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<PAGE>

4. The registrant's other certifying officer 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
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 officer 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 functions):

   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 officer and I have indicated in this
annual report whether 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.


Date: March 24, 2003

/s/ William F. Guest
-----------------------------
William F. Guest
Title: President and Principal Executive Officer


CERTIFICATION

I, John D. Cornett, certify that:

1. I have reviewed this annual report on Form 10-KSB of Acap 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;

                                  10
<PAGE>

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 officer 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
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 officer 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 functions):

   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 officer and I have indicated in this
annual report whether 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.


Date: March 24, 2003


 /s/John D. Cornett
-----------------------------
John D. Cornett
Title: Treasurer and Principal Financial Officer

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