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

                                                       FORM 10-Q

[X]      Quarterly report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the period ended September 30, 1995 or

[ ]      Transition report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the transition period _________________to______________.

Commission File Number 0-15442
 
                DEAN WITTER CORNERSTONE FUND IV                  
    (Exact name of registrant as specified in its charter)


         New York                                           13-3393597
(State or other jurisdiction of                           (I.R.S. Employer
Incorporation or organization)                            Identification No.)


c/o Demeter Management Corp.
Two World Trade Center, New York, NY 62 Fl.                     10048
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code (212) 392-5454 

                                                                  
(Former name, former address, and former fiscal year, if changed
since last report)


Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

Yes    X                            No          
<PAGE>
<PAGE>
<TABLE>
                                          DEAN WITTER CORNERSTONE FUND IV

                                        INDEX TO QUARTERLY REPORT ON FORM 10-Q

                                                  September 30, 1995

<CAPTION>
PART I. FINANCIAL INFORMATION
<S>                                                          <C>
Item 1. Financial Statements

     Statements of Financial Condition 
     September 30, 1995 (Unaudited) and December 31, 1994.......2

     Statements of Operations for the Quarters Ended
     September 30, 1995 and 1994 (Unaudited)....................3

     Statements of Operations for the Nine Months Ended
     September 30, 1995 and 1994 (Unaudited)....................4
         
     Statements of Changes in Partners' Capital for the 
     Nine Months Ended September 30, 1995 and 1994
     (Unaudited)................................................5

     Statements of Cash Flows for the Nine Months Ended
     September 30, 1995 and 1994 (Unaudited)....................6

     Notes to Financial Statements...........................7-11

Item 2.       Management's Discussion and Analysis of Financial 
              Condition and Results of Operations...............12-18

PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K....................19








<PAGE>
<PAGE>

</TABLE>
<TABLE>

                                            DEAN WITTER CORNERSTONE FUND IV
                                           STATEMENTS OF FINANCIAL CONDITION


<CAPTION>
                                                                       September 30,              December 31,
                                                                           1995                       1994     

                                                                        (Unaudited)
ASSETS
<S>                                                                     <C>                        <C>        
Equity in commodity futures trading accounts:
   Cash                                                                $113,854,995                 $111,508,180
   Net unrealized gain (loss) on open contracts                          (1,920,170)                     268,291
   
   Total Trading Equity                                                 111,934,825                  111,776,471

Interest receivable (DWR)                                                   415,405                      434,153

   Total Assets                                                        $112,350,230                 $112,210,624


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

   Redemptions payable                                                 $  1,652,921                $   1,589,622
   Accrued management fees                                                  372,338                      371,606
   Common administrative expenses payable                                   267,788                      357,130
   Accrued brokerage commissions (DWR)                                        8,244                            -
   Accrued transaction fees and costs                                           412                            -

   Total Liabilities                                                      2,301,703                    2,318,358


Partners' Capital

   Limited Partners (37,238.585 and
    46,994.002 Units, respectively)                                     108,192,310                  108,418,306
   General Partner (638.889 Units)                                        1,856,217                    1,473,960

   Total Partners' Capital                                              110,048,527                  109,892,266

   Total Liabilities and Partners' Capital                             $112,350,230                 $112,210,624


NET ASSET VALUE PER UNIT                                              $    2,905.38                $    2,307.07





<FN>
                                    The accompanying footnotes are an integral part
                                            of these financial statements.
</TABLE>
<PAGE>
<TABLE>
                                            DEAN WITTER CORNERSTONE FUND IV
                                               STATEMENTS OF OPERATIONS
                                                         (Unaudited)





<CAPTION>
                                                                      For the Quarters Ended September 30,    

                                                                         1995                    1994      
<S>                                                                <C>                      <C>            
REVENUES
   Trading profit (loss):                                                       
        Realized                                                   $  8,042,836            $  6,372,740   
        Net change in unrealized                                     (2,556,427)            (12,808,796)

           Total Trading Results                                      5,486,409              (6,436,056)  

   Interest Income (DWR)                                              1,266,900               1,081,606   

           Total Revenues                                             6,753,309              (5,354,450)  


EXPENSES

   Management fees                                                    1,152,626               1,221,943   
   Brokerage commissions (DWR)                                          646,423               1,291,480   
   Transaction fees and costs                                            39,831                  72,830   
   Common administrative expenses                                             -                  59,835   
                                                                                
           Total Expenses                                             1,838,880               2,574,088 

NET INCOME (LOSS)                                                  $  4,914,429           $  (7,928,538)

   Limited Partners                                                   4,837,556              (7,827,986)
   General Partner                                                       76,873                (100,552)
   
                                                                   $  4,914,429           $  (7,928,538)  

NET INCOME (LOSS) PER UNIT                                                                              

   Limited Partners                                               $     120.32           $      (157.39)
   General Partner                                                $     120.32           $      (157.39)

<FN>
                                    The accompanying footnotes are an integral part
                                            of these financial statements.
</TABLE>

<PAGE>
<TABLE>
                                            DEAN WITTER CORNERSTONE FUND IV
                                               STATEMENTS OF OPERATIONS
                                                       (Unaudited)





<CAPTION>
                                                                    For the Nine Months Ended September 30,     

                                                                         1995                    1994      
<S>                                                                 <C>                     <C>            
REVENUES
   Trading profit (loss):                                                       
        Realized                                                 $  31,263,863             $ (3,621,091)
        Net change in unrealized                                    (2,188,461)              (4,177,702)

           Total Trading Results                                    29,075,402               (7,798,793)

   Interest Income (DWR)                                             3,761,427                2,874,742 

           Total Revenues                                           32,836,829               (4,924,051)


EXPENSES

   Management fees                                                   3,501,583                3,771,814 
   Brokerage commissions (DWR)                                       2,408,216                4,082,703 
   Transaction fees and costs                                          146,189                  264,666 
   Common administrative expenses                                       39,890                  168,798 
   Incentive fees                                                            -                    7,659 
                                                                                
           Total Expenses                                            6,095,878                8,295,640 

NET INCOME (LOSS)                                                $  26,740,951           $  (13,219,691)

   Limited Partners                                                 26,358,694              (13,050,269)
   General Partner                                                     382,257                 (169,422)

                                                                 $  26,740,951           $  (13,219,691)
   
NET INCOME (LOSS) PER UNIT                                                                              

   Limited Partners                                             $       598.31           $      (265.18)
   General Partner                                              $       598.31           $      (265.18)



<FN>
                                    The accompanying footnotes are an integral part
                                            of these financial statements.
</TABLE>
 



<PAGE>
<TABLE>
                                            DEAN WITTER CORNERSTONE FUND IV
                                      STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                                 For the Nine Months Ended September 30, 1995 and 1994
                                                      (Unaudited)




<CAPTION>
                                                  Units of
                                                 Partnership          Limited           General
                                                  Interest           Partners           Partner            Total
<S>                                            <C>                   <C>                <C>                <C> 
Partners' Capital
  December 31, 1993                              46,526.304      $123,481,403        $1,719,227        $125,200,630 

Continuous Offering                               7,765.160        20,104,852                 -          20,104,852 

Net Loss                                                  -       (13,050,269)         (169,422)        (13,219,691)

Redemptions                                      (4,858.272)      (12,171,695)                -         (12,171,695)

Partners' Capital
  September 30, 1994                             49,433.192      $118,364,291        $1,549,805        $119,914,096 



Partners' Capital
  December 31, 1994                              47,632.891      $108,418,306        $1,473,960        $109,892,266 

Continuous Offering                                  67.000           182,947                 -             182,947 

Net Income                                                -        26,358,694           382,257          26,740,951   

Redemptions                                      (9,822.417)      (26,767,637)                -         (26,767,637)

Partners' Capital
  September 30, 1995                             37,877.474      $108,192,310        $1,856,217        $110,048,527 






<FN>
                                 The accompanying footnotes are an integral part
                                            of these financial statements.
</TABLE>









<PAGE>
<TABLE>
                                            DEAN WITTER CORNERSTONE FUND IV
                                               STATEMENTS OF CASH FLOWS
                                                     (Unaudited)





<CAPTION>
                                                                    For the Nine Months Ended September 30,     

                                                                         1995                    1994      
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                <C>                     <C>             
Net income (loss)                                                    $ 26,740,951           $(13,219,691)
Noncash item included in net income (loss):
        Net change in unrealized                                        2,188,461              4,177,702 

   (Increase) decrease in operating assets:
        Interest receivable (DWR)                                          18,748               (124,595) 

   Increase (decrease) in operating liabilities:
        Accrued management fees                                               732                 (6,984) 
        Common administrative expenses payable                            (89,342)               (51,231) 
        Accrued brokerage commissions (DWR)                                 8,244                      -  
        Accrued transaction fees and costs                                    412                      -  

Net cash provided by (used for) operating activities                   28,868,206             (9,224,799)


CASH FLOWS FROM FINANCING ACTIVITIES

   Offering of units                                                      182,947             20,104,852 
   Increase in redemptions payable                                         63,299                886,051 
   Redemptions of units                                               (26,767,637)           (12,171,695)

Net cash provided by (used for) financing activities                  (26,521,391)             8,819,208  

Net increase (decrease) in cash                                         2,346,815               (405,591) 

Balance at beginning of period                                        111,508,180            124,788,050 

Balance at end of period                                             $113,854,995           $124,382,459 





<FN>
                                    The accompanying footnotes are an integral part
                                            of these financial statements.

</TABLE>
 



<PAGE>
                 DEAN WITTER CORNERSTONE FUND IV
                  NOTES TO FINANCIAL STATEMENTS
                         (Unaudited)

The financial statements include, in the opinion of management, all
adjustments necessary for a fair presentation of the results of
operations and financial condition.  The financial statements and
condensed notes herein should be read in conjunction with the
Partnership's December 31, 1994 Annual Report on Form 10-K.

1. Organization
Dean Witter Cornerstone Fund IV (the "Partnership")  is a limited
partnership organized to engage in the speculative trading of
commodity futures contracts and forward contracts on foreign
currencies.  The Partnership is one of the Dean Witter Cornerstone
Funds, comprised of Dean Witter Cornerstone Fund II, Dean Witter
Cornerstone Fund III, and Dean Witter Cornerstone Fund IV.  

The General Partner for the Partnership is Demeter Management
Corporation (the "General Partner").  The commodity broker is Dean
Witter Reynolds Inc. ("DWR").  

The General Partner is required to maintain a 1% minimum interest
in the equity of the Partnership and income (losses) are shared by
the General and Limited Partners based upon their proportional
ownership interest.



<PAGE>
                               DEAN WITTER CORNERSTONE FUND IV
                           NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. Summary of Significant Accounting Policies
Net Income (Loss) per Unit - Net income (loss) per unit was
computed using the weighted average number of units outstanding
during the period.

Equity in Commodity Futures Trading Accounts - The Partnership's
asset "Equity in Commodity Futures Trading Accounts" consists of
cash on deposit at DWR to be used as margin for trading and the net
asset or liability related to unrealized gains or losses on open
contracts.  The asset or liability related to the unrealized gains
or losses on forward contracts is presented as a net amount because
the Partnership has a master netting agreement with DWR.


3. Trading Managers

The trading managers who make all trading decisions for the
Partnership are as follows:
                           John W. Henry & Co., Inc. 
                           Sunrise Commodities, Inc.


4. Related Party Transactions
Both the General Partner and DWR are wholly owned subsidiaries of
Dean Witter, Discover & Co.  The Partnership's cash is on deposit
with DWR in commodity trading accounts to meet margin requirements
as needed.  DWR pays interest on these funds based on current 13-
week U.S. Treasury Bill rates.  Brokerage expenses incurred by the
Partnership are paid to DWR.



<PAGE>
                         DEAN WITTER CORNERSTONE FUND IV
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


5.  Off-Balance Sheet Risk
The Partnership trades futures and forward contracts in interest
rates, stock indices and currencies.  Futures and forwards
represent contracts for delayed delivery of an instrument at a
specified date and price.  Risk arises from changes in the value of
these contracts and the potential inability of counterparties to
perform under the terms of the contracts.  There are numerous
factors which may significantly influence the market value of these
contracts, including interest rate volatility.  At September 30,
1995, open contracts were:
                                                                  
                                          Contract or
                                        Notional Amount

Exchange Traded Contracts:
 Financial Futures:              
   Commitments to Purchase               $  8,870,000
   Commitments to Sell                   $ 12,604,000
Off Exchange Traded Contracts:
 Forward Currency Contracts:
   Commitments to Purchase               $224,350,000
   Commitments to Sell                   $222,159,000
            

A portion of the amounts indicated as off-balance sheet risk in
forward currency contracts is due to offsetting forward commitments
to purchase and to sell the same currency on the same date in the
future.  These commitments are economically offsetting, but are not
offset in the forward market until the settlement date.




<PAGE>
                          DEAN WITTER CORNERSTONE FUND IV
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)




The unrealized gains and losses on open contracts are reported as
a component of "Equity in Commodity Futures Trading Accounts" on
the Statement of Financial Condition and totaled ($1,920,170) at
September 30, 1995.  Of the $1,920,170 net unrealized loss on open
contracts as of September 30, 1995, ($220,865) related to exchange
traded futures contracts and ($1,699,305) related to off-exchange
traded forward currency contracts.


Exchange Traded Futures Contracts held by the Partnership at
September 30, 1995 mature through December 1995.  Off Exchange
Traded Forward Currency Contracts held by the Partnership at
September 30, 1995 mature through October 1995.

The contract amounts in the above table represent the Partnership's
extent of involvement in the particular class of financial
instrument, but not the credit risk associated with counterparty
nonperformance.  The credit risk associated with these instruments
is limited to the amounts reflected in the Partnership's Statements
of Financial Condition.

The Partnership also has credit risk because the sole counterparty
with respect to most of the Partnership's assets is DWR.  Exchange
traded futures contracts are marked to market on a daily basis, 
with variations in value credited or charged to the Fund's account

<PAGE>

                           DEAN WITTER CORNERSTONE FUND IV
                      NOTES TO FINANCIAL STATEMENTS (CONCLUDED)



on a daily basis.  DWR, as the futures commission merchant for all
of the Partnership's exchange traded futures contracts, is required
pursuant to regulations of the Commodity Futures Trading Commission
to segregate from its own assets and for the sole benefit of its
commodity customers all funds held by DWR with respect to exchange
traded futures contracts including an amount equal to the net
unrealized gains or losses on all open futures contracts, which
funds totalled $113,634,130 at September 30, 1995.  With respect to
the Partner-ship's off-exchange traded foreign currency forward
contracts, there are no daily settlements of variations in value. 










<PAGE>
Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
       AND RESULTS OF OPERATIONS.

Liquidity  The Partnership's assets are deposited in separate
commodity trading accounts with DWR, and are used by the
Partnership as margin to engage in trading commodity futures
contracts and forward contracts on foreign currency.  DWR holds
such assets in either designated depositories or in securities
approved by the Commodity Futures Trading Commission for investment
of customer funds.  The Partnership's assets held by DWR may be
used as margin solely for the Partnership's trading.  Since the
Partnership's sole purpose is to trade in commodity futures
contracts and forward contracts on foreign currency, it is expected
that the Partnership will continue to own such liquid assets for
margin purposes.

The Partnership's investment in commodity futures contracts and
other commodity interests may be illiquid.  If the price for a
futures contract for a particular commodity has increased or
decreased by an amount equal to the "daily limit," positions in the
commodity can neither be taken nor liquidated unless traders are
willing to effect trades at or within the limit.  Commodity futures
prices have occasionally moved the daily limit for several
consecutive days with little or no trading.  Such market conditions
could prevent the Partnership from promptly liquidating its
commodity futures positions.

There is no limitation on daily price moves in trading forward
contracts on foreign currency.  The markets for some world
currencies have low trading volume  and are  illiquid,  which may
prevent the Partnership from trading in profitable markets or
prevent the Partnership from promptly liquidating unfavorable
positions in such markets and subjecting it to substantial losses.
Either of these market conditions could result in restrictions on 

redemptions.


Market Risk.  The Partnership trades futures, options and forward
contracts in interest rates, stock indices, commodities and
currencies.  In entering into these contracts there exists a risk
to the Partnership (market risk) that such contracts may be
significantly influenced by market conditions, such as interest
rate volatility, resulting in such contracts being less valuable. 
If the markets should move against all of the futures interest
positions held by the Partnership at the same time, and if the
Trading Advisor was unable to offset futures interest positions of
the Partnership, the Partnership could lose all of its assets.  The
Partnership has established Trading Policies for liquidity and
leverage which help control market risk.  Both the Trading Advisor
and the General Partner monitor the Partnership's trading
activities on a daily basis to ensure compliance with the Trading
Policies.  The General Partner may (under terms of the Management
Agreement) override the trading instructions of the Trading Advisor
to the extent necessary to comply with the Partnership's Trading
Policies.

Credit Risk.  In addition to market risk, the Partnership is
subject to credit risk in that a counterparty may not be able to
meet its obligations to the Partnership.  The counterparty of the 
Partnership for futures contracts traded in the United States and
most foreign exchanges on which the Partnership trades is the
clearinghouse associated with such exchange.  In general,
clearinghouses are backed by the membership of the exchange and
will act in the event of non-performance by one of its members or
one of its members' customers, and as such, should significantly
reduce this credit risk.  In cases where the Partnership trades on
exchanges where the clearinghouse is not backed by the membership
or when the Partnership enters into off-exchange contracts with a
counterparty, the sole recourse of the Partnership will be the
clearinghouse or the counterparty as the case may be.  With respect
to futures contracts, DWR, in its business as an international
commodity broker, constantly monitors the creditworthiness of the
exchanges and clearing members of the foreign exchanges with which
it does business for clients, including the Partnership.  If DWR
believes that there was a problem with the credit-worthiness of an
exchange on which the Partnership deals, it would so advise the
General Partner.  With respect to forward contract trading, the
Partnership trades with only those counterparties which the General
Partner, together with DWR, have determined to be creditworthy.  As
set forth in the Partnership's Trading Policies, in determining
credit-worthiness, the General Partner and DWR consult with the
Corporate Credit Department of DWR.  Currently, the Partnership
deals solely with DWR as its counterparty on forward contracts. 
While DWR and the General Partner monitor creditworthiness and risk
involved in dealing on the various exchanges and with counter-
parties, there can be no assurance that an exchange or counterparty
will be able to meet its obligations to the Partnership.

Capital Resources  The Partnership does not have, nor does it
expect to have, any capital assets.  Redemptions and exchanges of
Units in the future will impact the amount of funds available for
investments in commodity futures contracts and other commodity
interests.  As redemptions are at the discretion of Limited
Partners, it is not possible to estimate the amount and therefore,
the impact of future redemptions.

Results of Operations  
For the Quarter and Nine Months Ended September 30, 1995
For the quarter ended September 30, 1995, the Partnership's total
trading revenues including interest income were $6,753,309.  During
the third quarter, the Partnership posted a gain in Net Asset Value
per Unit.  The most significant trading gains were recorded in this
currency only Fund from transactions involving the Japanese yen. 
As a result of a downward trend in the value of the Japanese yen
relative to the U.S. dollar between early July and mid-September,
the Partnership was able to record net profits for the quarter. 
Smaller gains were recorded from transactions involving the
Singapore dollar and Malaysian ringgit during August and September,
as these currencies declined in value making short positions
profitable.  The Partnership recorded losses as the downward trend
in the German mark, French franc and Swiss franc, which began in
early August, abruptly reversed in mid-September.  In addition,
continued choppiness in the value of the Spanish peseta, British
pound, Australian dollar and New Zealand dollar resulted in smaller
losses to the partnership.  These losses offset a portion of the
Partnership's overall gains experienced during the quarter.  Total 
expenses for the period were $1,838,880, resulting in a net gain of
$4,914,429.  The value of an individual Unit in the Partnership
increased from $2,785.06 at June 30, 1995 to $2,905.38 at September
30, 1995.

For the nine months ended September 30, 1995, the Partnership's
total trading revenues including interest income were $32,836,829. 
During the first three quarters of the year, the Partnership posted
a gain in Net Asset Value per Unit.  The most significant trading
gains were recorded during February, March and April as a result of
the increased value in world currencies versus the U.S. and
Canadian dollars.  The majority of the gains recorded in March were
from transactions involving the Japanese yen, German mark and Swiss
and French francs.  This upward trend in foreign currencies lost
momentum during May and June.  However, a declining trend in the
Japanese yen relative to the U.S. dollar occurred between July and
September resulting in gains for the Partnership's short yen
positions.  The Partnership did experience losses in trading as a
result of a trendless, but volatile, environment in major world
currency values between May and September.  As a result, losses
were recorded from transactions involving the British pound and
Spanish peseta, as well as the Australian and New Zealand dollars. 
Additionally, a portion of the gains recorded earlier in the year
from transactions involving the German mark, Swiss franc and French
franc was given back due to the above mentioned trend reversal and
volatility in the third quarter.  Together, these losses offset a
portion of the Partnership's overall gains experienced in the first
three quarters of the year.  Total expenses for the period were 
$6,095,878, resulting in net income of $26,740,951.  The value of
an individual Unit in the Partnership increased from $2,307.07 at
December 31, 1994 to $2,905.38 at September 30, 1995.


For the Quarter and Nine Months Ended September 30, 1994
For the quarter ended September 30, 1994, the Partnership's total
trading losses net of interest income were $5,354,450.  During the
third quarter, the Partnership posted a loss in Net Asset Value per
Unit.  The most significant trading losses were recorded in this
currency only Fund during July and August as a result of the U.S.
dollar's sudden strengthening versus most major currencies.  The
majority of these losses resulted from transactions involving the
Japanese yen, Swiss franc and German mark.  Additional losses were
recorded in the French franc and British pound.  Total expenses for
the period were $2,574,088, resulting in a net loss of $7,928,538. 
The value of an individual Unit in the Partnership decreased from
$2,583.17 at June 30, 1994 to $2,425.78 at September 30, 1994.

For the nine months ended September 30, 1994, the Partnership's
total trading losses net of interest income were $4,924,051. 
During the first nine months, the Partnership posted a loss in Net
Asset Value per Unit as a result of overall trendless movement in
the value of foreign currencies versus the U.S. dollar and one
another.  The Partnership's most significant losses during this
period resulted from transactions involving the Japanese yen due to
volatile short-term movement of the yen versus the U.S. dollar and
major European currencies.  The Partnership recorded smaller losses
during this period from transactions involving the British pound. 
Gains recorded from trading other European currencies, specifically
the Swiss franc, German mark and French franc, coupled with profits
from Canadian dollar transactions, reduced overall Fund losses for
the first nine months of the year.  Total expenses for the period
were $8,295,640, resulting in a net loss of $13,219,691.  The value
of an individual Unit in the Partnership decreased from $2,690.96
at December 31, 1993 to $2,425.78 at September 30, 1994.

<PAGE>
            PART II.   OTHER INFORMATION

Item 6. - EXHIBITS AND REPORTS ON FORM 8-K
                    (A)  Exhibits - None.
                    (B)  Reports on Form 8-K - None.

<PAGE>
          SIGNATURE



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.




                                  Dean Witter Cornerstone Fund IV
                                       (Registrant)

                                  By: Demeter Management Corporation
                                        (General Partner)

November 13, 1995                 By: /s/  Patti L. Behnke
                                           Patti L. Behnke
                                           Chief Financial Officer
                                                                        



The General Partner which signed the above is the only party
authorized to act for the Registrant.  The Registrant has no
principal executive officer, principal financial officer,
controller, or principal accounting officer and has no Board of
Directors.




<PAGE>