4:



WASHINGTON, DC
20549

FORM 10-QSB



QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE



SECURITIES EXCHANGE ACT OF 1934



For quarter ended August 31, 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
      August 31, 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 Sheets August 31, 2002 and May 31, 2002                                       | 3   
|                                 |                             |                                                                                                      
|                                 |                             | Condensed
      Statements of Income for three months ended August 31, 2002and August 31, 2001        | 4   
|                                 |                             |                                                                                                      
|                                 |                             | Condensed Statements of Cash Flows for three months
      ended August 31, 2002 and August 31, 2001   | 5   
|                                 |                             |                                                                                                      
|                                 |                             | Notes to Condensed Financial Statements                                                               | 6   
|                                 |                             |                                                                                                      
|                                 | Item 2.                     | Management's
      Discussion and Analysis of the Financial Condition and Results of
      Operations | 7   
|                                 |                             |                                                                                                      
|PART II                          | OTHER
      INFORMATION    
|                                 | Item 1.                     | Legal
      Proceedings                                                                               | 9   
|                                 | Item 2.                     | Changes in
      Securities                                                                           | 9   
|                                 | Item 3.                     | Defaults Upon Senior
      Securities                                                                 | 9   
|                                 | Item 4.                     | Submission of Matters
      to Vote of Security Holders                                               | 9   
|                                 | Item 5.                     | Other
      Information                                                                               | 9   
|                                 | Item 6.                     | Exhibits and Reports
      on Form 8-K                                                                | 9   
|ACCOUNTANTS' REVIEW
      REPORT | 10                         
|SIGNATURES                       |                             | 11                                                                                                   
|                                 |                             |                                                                                                      
|CERTIFICATIONS                   |                             | 12                                                                                                   







|TAYCO DEVELOPMENTS, INC.                  
|------------------------------------------
|                                          
|**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******            
|                                                  
|For the three months ended August
    31,         
|                                                  
|Revenues                                          
|                                                  
|                                                  
|                                                  
|                                                  
|Operating
      expenses:                         
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|****Other income                                  
|                                                  
|                                                  
|                                                  
|                                                  
|****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 three months ended August
    31,      
|                                               
|**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 August 31, 2002 and May 31,
      2002 and the results of operations and cash flows for the three months
      ended August 31, 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 month periods ended August 31, 2002and 2001, the net income was divided by the
      outstanding shares of 990,213.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4. | The results of operations for the three
      month period ended August 31, 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 three months
      ended August 31, 2002, Taylor Devices, Inc. had sales of $4,021,331, gross
      profit of $1,806,511 and net income of
$362,386.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

|TAYCO DEVELOPMENTS, INC.                                                                                        
|----------------------------------------------------------------------------------------------------------------
|                                                                                                                
|**Management's Discussion and
      Analysis of the Financial Condition********and Results of
      Operations**



**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 three months endedAugust 31, 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 andequity in net income of
      affiliates |                                                              
|(31,623)                                                                             |                                                              
|Provision for income
      taxes                                                     |                                                              
|Equity in net income of
      affiliates                                             |                                                              
|Net income                                                                           |                                                              









|TAYCO DEVELOPMENTS, INC.                     
|---------------------------------------------
|                                             
|**Management's Discussion
      (Continued)**
|                                             

The Company recorded its second-best first quarter at
8/31/02 with strong contributions from its own operations and from affiliates'
income.

**For the three months ended August 31,
2002** (all figures being compared are for the three months ended August
31, 2002 vs. the three months ended August 31, 2001).

In the first quarter of fiscal year 2003, the
Company's focus continued to shift from heavy participation in Taylor Devices,
Inc.'s development contracts to providing technical support on smaller jobs and
bidding activities. Royalties were $27,512 in FY03 compared to $48,183 in FY02
due to a shift in Devices' product mix of first quarter shipments. Research and
development revenue was $105,300 in FY03 versus $107,810 in FY02 due primarily
to lessened overtime in the current year. Total Revenues were $132,812 in FY03,
a decrease of $23,181 from the previous year.

Total operating expenses increased by $8,474 to
$97,814 in FY03. The primary cause was a $5,816 increase in Selling, General and
Administrative expenses driven by increased insurance and auditing
expenses.

Income before provision for income taxes and
equity in the net income of affiliates was $35,671 in FY03, compared to $67,294
in the first quarter of FY02.

Equity in the net income of affiliates for FY03
was recorded at $91,436 versus $101,895 for FY02 as the Company's primary
affiliate, Taylor Devices, Inc., had a strong first quarter in FY03, but net
income was approximately 10% lower than last year's reported first quarter net
income.

Net income for the first quarter of FY03 was
$114,307, the second-best first quarter ever recorded by the Company, second
only to $144,889 for FY02.

Balance sheet changes remained minimal for the
Company as it carried no debt, inventory or payables.

The Company's technical staff continues to be
utilized on a combination of projects consisting of current orders in progress
at Devices, bid proposals for upcoming civil engineering and defense projects,
and some pure research projects. These pure research projects had been put on
hold during the last two years of high level activity on the two
aerospace/defense contracts cited in previous reports.

One of the two recently completed
aerospace/defense projects has led to two follow-up projects requiring
miniaturization of the hardware that was recently developed. These two projects
are in the bid stage now and could produce orders and revenue for Devices in
FY03, and affiliate income to the Company in the same period. Also believed to
have a short turn-around time is a civil engineering project requiring the
replacement of pneumatic devices with hydraulic devices.

At this time, Management believes that FY03 will
be a strong year for the Company. The bid and proposal activity at Devices is
higher than it was at this time last year and the Company should benefit from it
in the near-term future. At this time, Management does not anticipate that it
will require any additional sources of outside financing to fund its operations,
acquisitions or expansion.





|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: None

| | ITEM 5 | Other Information:
      None               
| | ------ | --------------------------------------------
| |        |                                             
| | ITEM 6 | Exhibits and Reports on Form
      8-K: None



|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 August 31, 2002, and the related condensed
statements of income and cash flows for the three months ended August 31, 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 October 9, 2002

|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: | October 15, 2002
|-- | -------------------------------------------------------------------------------------------- |  | ----- | ----------------
|   | Douglas P. Taylor President Chairman of the Board of Directors (Principal Executive Officer) |  |       |                 



AND

|By | /s/Kenneth G. Bernstein                                                               |  | Date: | October 15, 2002
|-- | ------------------------------------------------------------------------------------- |  | ----- | ----------------
|   | Kenneth G. Bernstein
      Treasurer (Principal Financial and Accounting
    Officer) |  |       |                 









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

****STATEMENT FURNISHED PURSUANT TO SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002, 15 U.S.C. SECTION 78f



In connection with this filing by
Tayco Developments, Inc. (the "Company") of the Company's quarterly report on
Form 10-QSB for the period ended August 31, 2002 (the "Report"), Douglas P.
Taylor, President and Chief Executive Officer of the Company ( a "Signing
Officer"), hereby certifies that:

A) The Signing
Officer has reviewed the Report;

B) Based on
the Signing Officer's knowledge, the Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in light of the circumstances under which such
statements were made, not misleading;

C) Based on
the Signing Officer's knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material respects the
financial condition and results of operations of the Company as of and for the
periods presented in the Report;

D) The Signing
Officers:

1) are responsible for establishing and maintaining internal
controls;

2) have designed such internal controls to ensure that material information
relating to the Company and its consolidated subsidiaries is made known to the
Signing Officers by others within those entities, particularly during the period
in which the periodic reports are being prepared;

3) have evaluated the effectiveness of the internal controls as of a date within
90 days prior to the report; and

4) have presented in the Report their conclusions about the effectiveness of
their internal control based on their evaluation as of that date;

E) The Signing
Officers have disclosed to the Company's auditors and the audit committee of the
board of directors the Company:

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

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

F) The Signing
Officers have indicated in the 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 their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

This statement is authorized to be
attached as an exhibit to the Report so that this statement will accompany the
Report at such time as the Report is filed with the Securities and Exchange
Commission, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
15 U.S.C. Section 78f. [It is not intended that this statement be deemed to
be filed for purposes of the Securities Exchange Act of 1934.]

|Date: October 15,
      2002 | By: | /s/ Douglas P. Taylor                                        
|---------------------------- | --- | -------------------------------------------------------------
|                             |     | Douglas P. Taylor President and
      Chief Executive Officer



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

STATEMENT FURNISHED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002, 15 U.S.C. SECTION
78f

In connection with the filing by
Tayco Developments, Inc. (the "Company") of the Company's quarterly report on
Form 10-QSB for the period ended August 31, 2002 (the "Report"), Kenneth G.
Bernstein, Treasurer and Chief Financial Officer, respectively, of the Company
(a "Signing Officer"), hereby certifies that:

A) The Signing
Officer has reviewed the Report;

B) Based on
the Signing Officer's knowledge, the Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in light of the circumstances under which such
statements were made, not misleading;

C) Based on
the Signing Officer's knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material respects the
financial condition and results of operations of the Company as of and for the
periods presented in the Report;

D) The Signing
Officers:

1) are responsible for establishing and maintaining internal
controls;

2) have designed such internal controls to ensure that material information
relating to the Company and its consolidated subsidiaries is made known to the
Signing Officers by others within those entities, particularly during the period
in which the periodic reports are being prepared;

3) have evaluated the effectiveness of the internal controls as of a date within
90 days prior to the report; and

4) have presented in the Report their conclusions about the effectiveness of
their internal control based on their evaluation as of that date;

E) The Signing
Officers have disclosed to the Company's auditors and the audit committee of the
board of directors the Company:

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

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

F) The Signing
Officers have indicated in the 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 their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

This statement is authorized to be
attached as an exhibit to the Report so that this statement will accompany the
Report at such time as the Report is filed with the Securities and Exchange
Commission, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
15 U.S.C. Section 78f. [It is not intended that this statement be deemed to
be filed for purposes of the Securities Exchange Act of 1934.]

|Date:
      October 15, 2002 | By: | /s/ Kenneth G. Bernstein                                         
|---------------------------- | --- | -----------------------------------------------------------------
|                             |     | Kenneth G. Bernstein, Treasurer and Chief Financial
      Officer



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

****PURSUANT TO SECTION 906 OF THESARBANES-OXLEY ACT OF
2002, 18 U.S.C. SECTION 1350****

****In connection with this
quarterly report of Tayco Developments, Inc. (the "Company") on Form 10-QSB for
the period ended August 31, 2002 to be filed with Securities and Exchange
Commission on or about the date hereof (the "Report"), I, Douglas P. Taylor,
Chief Executive Officer of the Company, certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350, that:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company as of
the dates and for the periods covered by the Report.

It is not intended that this statement be deemed
to be filed for purposes of the Securities Exchange Act of 1934.

|Date: October 15, 2002 | By: | /s/Douglas P. Taylor     
|---------------------- | --- | -------------------------
|                       |     | Douglas P. Taylor,       
|                       |     | Chief Executive
  Officer







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



****PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002, 18 U.S.C. SECTION 1350****

In
connection with this quarterly report of Tayco Developments, Inc. (the
"Company") on Form 10-QSB for the period ended August 31, 2002 to be filed with
Securities and Exchange Commission on or about the date hereof (the "Report"),
I, Kenneth G. Bernstein, Chief Financial Officer of the Company, certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350, that:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company as of the dates and for the periods covered by the
Report.

It is not intended that this statement be deemed
to be filed for purposes of the Securities Exchange Act of 1934.

|Date:
      October 15, 2002 | By: | /s/Kenneth G. Bernstein    
|---------------------------- | --- | ---------------------------
|                             |     | Kenneth G.
  Bernstein,    
|                             |     | Chief Financial
    Officer