4:



WASHINGTON, DC
20549









For quarter ended November 30, 2002

Commission File Number 2-15966



|TAYCO DEVELOPMENTS,
      INC.                              
|------------------------------------------------------------
|(EXACT NAME OF REGISTRANT AS
      SPECIFIED IN ITS CHARTER)



|NEW YORK                                                             |  | 16-0835557                                   
|-------------------------------------------------------------------- |  | ---------------------------------------------
|(State or other Jurisdiction of
      incorporation or organization) |  | (I.R.S. Employer Identification
      Number)



|100 TAYLOR DRIVE, NORTH TONAWANDA, NEW
      YORK |  | 14120-0748
|------------------------------------------------- |  | ----------
|Address of Principal Executive
      Offices      |  | Zip
Code  



|Registrant's telephone number, including area code -
      716-694-0877
|-----------------------------------------------------------------------

Indicate by check mark whether the registrant
(1) has filed all annual, quarterly, and other reports required to be filed with
all the Commission and (2) has been subject to the filing requirements for at
least the past 90 days.



|Yes | X |  | No | 
|--- | - |  | -- | 



Indicate the number of shares outstanding, of
each of the Issuer's classes of common stock as of the close of the period
covered by this report.

|CLASS                                  |  | Outstanding at
      November 30, 2002
|-------------------------------------- |  | --------------------------------------
|Common Stock
      (5 cents par value) |  | 990,213                               









|TAYCO DEVELOPMENTS, INC.   
|---------------------------
|                           
|**Index****to Form 10-QSB**



|PART I                           | FINANCIAL
      INFORMATION |                                                                                                                                                         | PAGE
|-------------------------------- | --------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|                                 |                             |                                                                                                                                                        
|                                 | Item 1.                     | Financial
      Statements                                                                                                                             
|                                 |                             |                                                                                                                                                        
|                                 |                             | Condensed
      Balance SheetsNovember 30, 2002 and May 31, 2002                                                                                        | 3   
|                                 |                             |                                                                                                                                                        
|                                 |                             | Condensed
      Statements of Income for the three months endedNovember 30,
      2002and 2001and the six months ended
      November 30, 2002 and 2001 | 4   
|                                 |                             |                                                                                                                                                        
|                                 |                             | Condensed Statements of Cash Flows for the six
      months ended November 30, 2002 and 2001                                                            | 5   
|                                 |                             |                                                                                                                                                        
|                                 |                             | Notes to Condensed Financial Statements                                                                                                                 | 6   
|                                 |                             |                                                                                                                                                        
|                                 | Item 2.                     | Management's
      Discussion and Analysis or Plan of Operation                                                                                         | 7   
|                                 | Item 3.                     | Controls and
    Procedures                                                                                                                             | 10  
|                                 |                             |                                                                                                                                                        
|PART II                          | OTHER
      INFORMATION    
|                                 | Item 1.                     | Legal
      Proceedings                                                                                                                                 | 11  
|                                 | Item 2.                     | Changes in
      Securities                                                                                                                             | 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  
|ACCOUNTANTS' REVIEW
      REPORT | 12                         
|SIGNATURES                       |                             | 13                                                                                                                                                     
|                                 |                             |                                                                                                                                                        
|SECTION 302
      CERTIFICATIONS | 14                         

|TAYCO DEVELOPMENTS, INC.                       
|-----------------------------------------------
|                                               
|**Part I - Item 1. Financial
      Statements**
|                                               
|                                               
|                                               
|Condensed Balance Sheets                       
|                                               
|                                               
|                                               
|**Assets**                                     
|******Current assets:**********                
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|Investments in
      affiliates, at equity     
|                                               
|Property and
      equipment, net              
|                                               
|Intangibles and other
      assets             
|                                               
|                                               
|                                               
|**Liabilities and Stockholders'
      Equity** 
|Current liabilities                            
|                                               
|Deferred income taxes                          
|                                               
|**Stockholders'
      Equity**:                
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               

See notes to condensed
financial statements.





|TAYCO DEVELOPMENTS, INC.                          
|--------------------------------------------------
|                                                  
|Condensed Statements of Income                    
|                                                  
|                                                  
|                                                  
|                                                  
|Revenues:                                         
|                                                  
|                                                  
|                                                  
|                                                  
|Operating expenses:                               
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|****Other
      income (expense), net             
|                                                  
|                                                  
|                                                  
|                                                  
|****Provision for income taxes                    
|                                                  
|                                                  
|                                                  
|Equity in net income
      of affiliates          
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|See notes to
      condensed financial statements.

|TAYCO DEVELOPMENTS, INC.                 
|-----------------------------------------
|                                         
|Condensed Statements of Cash Flows       
|                                         
|For the six months ended November
    30,
|                                         
|Cash flows from operating activities:    
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|Cash flows from investing activities:    
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|Cash -
    beginning                     
|                                         
|                                         
|                                         

See notes to condensed
financial statements.**



|TAYCO DEVELOPMENTS, INC.                     
|---------------------------------------------
|                                             
|Notes
      to Condensed Financial Statements
|                                             

|1. | The accompanying unaudited condensed financial
      statements have been prepared in accordance with accounting principles
      generally accepted in the United States of America for interim financial
      information and with the instructions to Form 10-QSB and Regulation S-B.
      Accordingly, they do not include all of the information and footnotes
      required by accounting principles generally accepted in the United States
      of America for complete financial statements. In the opinion of the
      Company, the accompanying unaudited condensed financial statements contain
      all adjustments (consisting of only normal recurring accruals) necessary
      to present fairly the financial position as of November 30, 2002 and May
      31, 2002 and the results of operations and cash flows for the three and
      six months ended November 30, 2002 and 2001. These financial statements
      should be read in conjunction with the audited financial statements and
      notes thereto contained in the Company's Annual Report to Shareholders for
      the year ended May 31, 2002.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | There is no provision nor shall there be any
      provisions for profit sharing, dividends, or any other benefits of any
      nature at any time for this fiscal year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3. | To calculate the earnings per share for the three
      and six month periods ended November 30, 2002 and 2001, the net income was
      divided by the outstanding shares of 990,213.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4. | The results of operations for the six month period
      ended November 30, 2002 are not necessarily indicative of the results to
      be expected for the full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5. | Significant Equity Investee: The Company owns a 24%
      equity investment in Taylor Devices, Inc. For the six months ended
      November 30, 2002, Taylor Devices, Inc. had sales of $7,062,314, gross
      profit of $3,209,173 and net income of
$587,494.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|TAYCO DEVELOPMENTS, INC.                                                   
|---------------------------------------------------------------------------
|                                                                           
|**Item 2. Management's Discussion and Analysis or Plan
      of Operation**
|                                                                           

**Cautionary Statement**

The Private
Securities Litigation Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Information in this Item 2, "Management's Discussion
and Analysis or Plan of Operations," and elsewhere in this 10-QSB that does not
consist of historical facts, are "forward-looking statements." Statements
accompanied or qualified by, or containing words such as "may," "will,"
"should," "believes," "expects," "intends," "plans," "projects," "estimates,"
"predicts," "potential," "outlook," "forecast," "anticipates," "presume," and
"assume" constitute forward-looking statements, and as such, are not a guarantee
of future performance. The statements involve factors, risks and uncertainties,
the impact or occurrence of which can cause actual results to differ materially
from the expected results described in such statements. Risks and uncertainties
can include, among others, fluctuations in general business cycles and changing
economic conditions; changing product demand and industry capacity; increased
competition and pricing pressures; advances in technology that can reduce the
demand for the Company's products, as well as other factors, many or all of
which may be beyond the Company's control. Consequently, investors should not
place undue reliance on forward-looking statements as predictive of future
results. The Company disclaims any obligation to update the forward-looking
statements in this report.

A summary of
the period to period changes in the principal items included in the condensed
statements of income is shown below:

|                                                                                                         | Comparisons of the six months ended
      November 30, 2002 and 2001
|-------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------
|                                                                                                         | Increase (Decrease)                                                 
|                                                                                                         |                                                                     
|Royalties                                                                                                |                                                                     
|Research & development
      revenue                                                                     |                                                                     
|Research & development
      expense                                                                     |                                                                     
|Selling, general and
      administrative expense                                                        |                                                                     
|Depreciation and
      amortization                                                                      |                                                                     
|Operating income                                                                                         |                                                                     
|Other income                                                                                             |                                                                     
|Income before
      provision for income taxes and
      
      equity in net income of
      affiliates |                                                                     
|(90,112)                                                                                                 |                                                                     
|Provision for income
    taxes                                                                           |                                                                     
|Equity in net income of
      affiliates                                                                 |                                                                     
|Net income                                                                                               |                                                                     





|TAYCO DEVELOPMENTS, INC.                                                             
|-------------------------------------------------------------------------------------
|                                                                                     
|**Management's Discussion****and
      Analysis or Plan of Operation****(Continued)**
|                                                                                     



With
record-level contributions from its affiliates, the Company posted strong second
quarter and six month results - its second-best historic net income figures for
both periods.

**For the six months ended November 30,
2002** (All figures being compared are for the six months ended November
30, 2002 vs. the six months ended November 30, 2001).

A shifting product mix and the completion of two
aerospace/defense development contracts caused a shift in Royalty Income and
R&D revenue. In FY2003, Royalties were $54,957 compared to $114,517 in
FY2002. Research and development revenue for the current year to date period was
$198,890 versus $211,270 last year. Combined, the total revenues for the Company
were $253,847, a difference of 22.1% from the prior year. Operating expenses for
FY2003 were $202,596, a shift of $18,236 from FY2002. This change was caused
primarily by increased legal, insurance and auditing expenses generated by new
regulatory requirements and increased insurance expenses related to the current
global political climate.

Equity in the net income of affiliates achieved
a six-month record high of $149,656 as both of the Company's affiliates, Taylor
Devices and Tayco Realty, had favorable six month results. Net income for the
six months ended November 30, 2002 was $185,537 and $.19 earnings per share
versus $231,653 and $.23 earnings per share for the six months ended November
30, 2001.

**For the three months ending November 30,
2002** (All figures being compared are for three months ended November
30, 2002 vs. the three months ended November 30, 2001).

In the second quarter of FY2003, Royalties and
R&D revenues were impacted as described in the above section. The combined
revenue figure for 2003 was $121,035 compared to $169,794, a change of 28.7%.
Operating expenses, affected by the legal, auditing and insurance factors
described above, were $104,782 compared to $95,020 in 2002.

Equity in the net income of affiliates was a QII
record amount of $58,220, resulting in a net income figure of $71,230 and $.07
earnings per share in FY2003 compared to $86,764 and $.09 earnings per share in
FY2002.

The Company's Balance Sheet has remained stable
in the six-month period with no notable items except Prepaid Expenses, whose
balance reflects the payments made for the aforementioned legal and insurance
expense increases.

Despite the favorable overall financial results
posted so far in FY 2003, Management is reviewing the basic elements of the
Company's operating income. Royalty income is basically dependent on the product
mix shipped by Devices each period. Devices' backlog of deliverables ordered
under long-term procurement contracts several years ago had diminished over a
period of years but is now beginning to build again as defense procurements are
placed. The Management of the Company, in collaboration with Devices' marketing
staff, is actively pursuing three substantial aerospace/defense contracts for
the production of the items developed at the Company over the past three years.
One potential contract involves the miniaturization of a technology developed by
the Company's engineering staff.

Marketing prospects for the Company and Devices
are looking as good or better than they have been for the last eighteen months.
Among the prospects are specific projects that would have a positive impact on
both the royalty and staff utilization performance of the Company. Management is
optimistic concerning the eventual placement of these orders, but depending on
the timing of receipt of the orders and the release of customer designs
specifications, these potential orders may or may not significantly impact the
results for FY2003. At the half-way point of FY2003, Management believes
financial results for the remaining two quarters will be positive, resulting in
another good year for the Company.

At this time Management does not anticipate that
the Company will require any additional funding from outside sources to finance
its operations or any expansions.

|TAYCO DEVELOPMENTS, INC.                 
|-----------------------------------------
|                                         
|**Item 3. Controls and
      Procedures**
|                                         

(a)
*Evaluation of disclosure controls and procedures*.

The
Company's principal executive officer and principal financial officer have
evaluated the Company's disclosure controls and procedures as of a date within
90 days of the filing date of this quarterly report and have concluded that as
of the evaluation date, the disclosure controls and procedures were adequate to
ensure that material information relating to the Company was made known to the
officers by others within the Company.

(b)
*Changes in internal controls.*

There
have been no significant changes in the Company's internal controls or in other
factors that could significantly affect such controls subsequent to the date of
their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

|TAYCO DEVELOPMENTS, INC.             
|-------------------------------------
|                                     
|**Part II - Other
      Information**
|                                     

|PART II | OTHER INFORMATION |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------- | ----------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                  
|        | ITEM 1            | Legal Proceedings:                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                   | The Company is not currently engaged in any
      litigation.                                                                                                                                                                                                                                                                                                                                                                            
|        |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | ITEM 2            | Changes in Securities:
      None                                                                                                                                                                                                                                                                                                                                                                                                        
|        |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | ITEM 3            | Defaults Upon Senior
      Securities:
      None                                                                                                                                                                                                                                                                                                                                                                                        
|        |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | ITEM 4            | Submission of Matters to Vote
      of Securities Holders:
      The Annual Meeting of Shareholders was
      held November 1, 2002. The total number of shares outstanding on the
      meeting record date of September 20, 2002 was 990,213. A total of 865,272
      shares were present in person or by proxy at the meeting. The following
      are the election results for the slate of directors presented by
      management.

| |                      |                                                                                                                                                                            | *For*                                                           | *Withheld/Against*                                   
| | -------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------- | -----------------------------------------------------
| |                      | Douglas P. Taylor
      
      Joseph P. Gastel
      David A. Lee
      Paul L. Tuttobene
      Janice M. Nicely                                                          | 860,250
      860,050
      860,050
      857,429
      859,929 | 4,923
      4,892
      4,892
      7,513
      5,013
| |                      |                                                                                                                                                                           
| | ITEM 5               | Other
      Information:
      None                                                                                                                                       
| |                      |                                                                                                                                                                           
| | ITEM 6               | Exhibits and Reports
      on Form 8-K:                                                                                                                                   
| |                      | Documents
      filed as part of this report:                                                                                                                             
| |                      |                                                                                                                                                                            |                                                                
| | Exhibit
      (3)(i) | Certificate of Change to Certificate of
      Incorporation changing service of process address, filed with the
      Secretary of State of New York on December 10, 2002.
| | Exhibit 99.1         | Section 906 Certification of Chief Executive
  Officer                                                                                                                    

| | Exhibit
      99.2 | Section 906 Certification of Chief Financial
Officer
| | ------------------ | ----------------------------------------------------

|TAYCO DEVELOPMENTS, INC.            
|------------------------------------
|                                    
|**Accountants' Review
      Report**
|                                    

The Board of Directors and Stockholders
Tayco Developments, Inc.

We have reviewed the condensed balance sheet of
Tayco Developments, Inc. as of November 30, 2002, and the related condensed
statements of income and cash flows for the three and six months ended November
30, 2002 and 2001. These financial statements are the responsibility of the
Company's management.

We conducted our review in accordance with
standards established by the American Institute of Certified Public Accountants.
A review of interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of persons
responsible for financial and accounting matters. It is substantially less in
scope than an audit conducted in accordance with auditing standards generally
accepted in the United States of America, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any
material modifications that should be made to the condensed financial statements
referred to above for them to be in conformity with accounting principles
generally accepted in the United States of America.

We have previously audited, in accordance with
auditing standards generally accepted in the United States of America, the
balance sheet as of May 31, 2002, and the related statements of income, changes
in stockholders' equity, and cash flows for the year then ended (not presented
herein); and in our report dated August 16, 2002, we expressed an unqualified
opinion on those financial statements. In our opinion, the information set forth
in the accompanying condensed balance sheet as of May 31, 2002 is fairly stated,
in all material respects, in relation to the balance sheet from which it has
been derived.

Lumsden & McCormick, LLP Buffalo, New York January 10, 2003



|TAYCO DEVELOPMENTS, INC.
|------------------------
|                        
|**Signatures**          
|                        

Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

|TAYCO DEVELOPMENTS,
  INC.
|--------------------------
|(Registrant)              

|By | s/Douglas P. Taylor                                                                          |  | Date: | January 14, 2003
|-- | -------------------------------------------------------------------------------------------- |  | ----- | ----------------
|   | Douglas P. Taylor President Chairman of the Board of Directors (Principal Executive Officer) |  |       |                 



AND

|By | s/Kenneth G. Bernstein                                                                |  | Date: | January 14, 2003
|-- | ------------------------------------------------------------------------------------- |  | ----- | ----------------
|   | Kenneth G. Bernstein
      Treasurer (Principal Financial and Accounting
    Officer) |  |       |                 











|TAYCO DEVELOPMENTS, INC.                    
|--------------------------------------------
|****                                        
|******Section 302
      Certifications******
|                                            

**PURSUANT TO SECTION 302 OF
THE****SARBANES-OXLEY ACT
OF 2002**



I, Douglas P. Taylor, Chief Executive Officer of
the registrant, Tayco Developments, Inc., certify that:

1. I have reviewed this quarterly report on Form
10-QSB of Tayco Developments, Inc.;

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial
statements, and other financial information included in this quarterly 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 quarterly 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 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 quarterly 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
quarterly report (the "Evaluation Date"); and

c)
presented in this quarterly 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 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 officers
and I have indicated in this quarterly 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.

|Date:January 14, 2003 | By: | s/ Douglas P. Taylor                    
|--------------------- | --- | ----------------------------------------
|                      |     | Douglas P. TaylorChief Executive Officer



|TAYCO DEVELOPMENTS, INC.                        
|------------------------------------------------
|                                                
|**Section 302 Certifications
      (Continued)**
|                                                

PURSUANT TO SECTION 302 OF THE



I, Kenneth G. Bernstein, Chief Financial Officer
of the registrant Tayco Developments, Inc., certify that:

1. I have reviewed this quarterly report on Form
10-QSB of Tayco Developments, Inc.;

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial
statements, and other financial information included in this quarterly 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 quarterly 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 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 quarterly 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
quarterly report (the "Evaluation Date"); and

c)
presented in this quarterly 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 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 officers
and I have indicated in this quarterly 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.

|Date:January 14, 2003 | By: | s/ Kenneth G. Bernstein                      
|--------------------- | --- | ---------------------------------------------
|                      |     | Kenneth G. Bernstein, Chief Financial Officer











************