<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

       For the quarterly period ended November 30, 1998.

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

       For the transition period from ___________ to ____________.

                        Commission file number: 0-4957

                      EDUCATIONAL DEVELOPMENT CORPORATION
            (Exact name of registrant as specified in its charter)

              Delaware                                   73-0750007
   (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                    Identification No.)

10302 East 55th Place, Tulsa Oklahoma 74146-6515
(Address of principal executive offices)

Registrant's telephone number: (918) 622-4522

     Indicate by check mark whether the registrant (1) has filed all reports 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 
                             ---------    ---------           

     As of November 30, 1998 there were 4,916,496 shares of Educational
Development Corporation Common Stock, $0.20 par value outstanding.
<PAGE>
 
EDUCATIONAL DEVELOPMENT CORPORATION
--------------------------------------------------------------

PART I.  FINANCIAL INFORMATION
---------------------------------------------------

ITEM 1
<TABLE>
<CAPTION>
 
BALANCE SHEETS
                                             November 30, 1998    February 28, 1998
                                                (unaudited)       -----------------
                                             -----------------    
<S>                                          <C>                 <C>
ASSETS
 
CURRENT ASSETS:
 Cash and cash equivalents                        $    326,000       $   171,600
 Accounts receivable  (less
  allowances for doubtful accounts
  and returns: 11/30/98 - $177,800
  2/28/98 - $242,700)                                2,520,800         2,128,000
 Inventories  Net                                    9,479,000        10,402,200
 Prepaid expenses and other assets                      65,600            95,700
 Income taxes receivable                                    --            51,100
 Deferred income taxes                                 144,300           153,300
                                                  ------------       -----------
   Total current assets                             12,535,700        13,001,900
 
 PROPERTY AND EQUIPMENT -
  (less accumulated
  depreciation:  11/30/98 - $956,000
  2/28/98 - $725,300)                                  390,200           595,600
                                                  ------------       -----------
 
                                                  $ 12,925,900       $13,597,500
                                                  ============       ===========
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
CURRENT LIABILITIES:
 Note payable to bank                             $    512,000       $   876,000
 Accounts payable                                    1,526,600         2,096,800
 Accrued salaries and commissions                      311,200           259,700
 Income taxes                                          253,600                --
 Other current liabilities                             186,300           203,800
                                                  ------------       -----------
   Total current liabilities                         2,789,700         3,436,300
 
DEFERRED INCOME TAXES                                   95,000            95,000
 
SHAREHOLDERS' EQUITY:
 Common Stock, $.20 par value (Authorized
  6,000,000 shares; Issued 5,429,240
  and 5,424,240 shares; Outstanding
  4,916,496 and 5,232,138 shares)                    1,085,800         1,084,800
 Capital in excess of par value                      4,410,100         4,403,600
 Retained earnings                                   6,163,500         5,070,800
                                                  ------------       -----------
                                                    11,659,400        10,559,200
Less treasury shares, at cost                     (  1,618,200)      (   493,000)
                                                  ------------       -----------
                                                    10,041,200        10,066,200
                                                  ------------       -----------
 
                                                  $ 12,925,900       $13,597,500
                                                  ============       ===========
</TABLE>
See notes to financial statements.

                                       2
<PAGE>
 
EDUCATIONAL DEVELOPMENT CORPORATION
--------------------------------------------------------------

STATEMENTS OF EARNINGS (UNAUDITED)

<TABLE>
<CAPTION>
 
                                 Three Months Ended November 30    Nine Months Ended November 30,
                                --------------------------------  --------------------------------
                                     1998             1997             1998             1997
                                ---------------  ---------------  ---------------  ---------------
<S>                             <C>              <C>              <C>              <C>
GROSS SALES                       $  7,992,900     $  8,165,500     $ 21,106,600     $ 23,896,600
 Less discounts & allowances      (  2,539,200)    (  2,606,400)    (  7,541,800)    (  8,410,500)
                                  ------------     ------------     ------------     ------------
  Net sales                          5,453,700        5,559,100       13,564,800       15,486,100
COST OF SALES                        2,062,700        2,163,400        5,435,700        6,274,300
                                  ------------     ------------     ------------     ------------
  Gross margin                       3,391,000        3,395,700        8,129,100        9,211,800
OPERATING EXPENSES:
 Operating & selling                   832,500          838,900        2,312,600        2,521,900
 Sales commissions                   1,330,400        1,257,100        2,693,700        3,012,900
 General & administrative              403,200          381,600        1,197,400        1,122,100
 Interest                               33,100           42,900           93,900          146,400
                                  ------------     ------------     ------------     ------------
                                       791,800          875,200        1,831,500        2,408,500
OTHER INCOME                            57,700           30,400           94,800           86,100
                                  ------------     ------------     ------------     ------------
 
EARNINGS BEFORE INCOME TAXES           849,500          905,600        1,926,300        2,494,600
 
INCOME TAXES                           311,900          344,600          731,700          988,900
                                  ------------     ------------     ------------     ------------
 
NET EARNINGS                      $    537,600     $    561,000     $  1,194,600     $  1,505,700
                                  ============     ============     ============     ============
 
BASIC AND DILUTED EARNINGS
 PER SHARE:
  Basic                                   $.11             $.11     $        .24     $        .29
                                  ============     ============     ============     ============
  Diluted                                 $.11             $.11     $        .23     $        .28
                                  ============     ============     ============     ============
 
AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING:
  Basic                              4,949,334        5,223,942        5,084,058        5,213,311
                                  ============     ============     ============     ============
  Diluted                            4,981,987        5,363,886        5,155,009        5,337,375
                                  ============     ============     ============     ============
 
DIVIDENDS DECLARED PER
 COMMON SHARE                     $         --     $         --     $        .02     $        .01
                                  ============     ============     ============     ============
 
</TABLE>
See notes to financial statements.

                                       3
<PAGE>
 
EDUCATIONAL DEVELOPMENT CORPORATION
--------------------------------------------------------------

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
 
                         Common Stock
                   (par value $.20 per share)                                 Treasury Stock
                   ------------------------                                   --------------
                           Number of              Capital in                 Number
                            Shares                Excess of     Retained       of                     Shareholders'
                            Issued      Amount    Par Value     Earnings     Shares       Amount          Equity
                           ---------  ----------  ----------  ------------  ---------  -------------  --------------
<S>                        <C>        <C>         <C>         <C>           <C>        <C>            <C>
BALANCE, MAR. 1, 1998      5,424,240  $1,084,800  $4,403,600   $5,070,800    192,102   $  ( 493,000)   $ 10,066,200
 
Purchases of treasury
 stock                           ---         ---         ---          ---    333,190    ( 1,171,200)    ( 1,171,200)
 
Sales of treasury stock          ---         ---         ---          ---   ( 12,548)        46,000          46,000
 
Exercise of options at
 $1.50/share                   5,000       1,000       6,500          ---        ---            ---           7,500
 
Dividends paid                   ---         ---         ---    ( 101,900)       ---            ---       ( 101,900)
 
Net earnings                     ---         ---         ---    1,194,600        ---            ---       1,194,600
                           ---------  ----------  ----------  -----------   --------   ------------    ------------
 
BALANCE, NOV. 30, 1998     5,429,240  $1,085,800  $4,410,100   $6,163,500    512,744   $ (1,618,200)   $ 10,041,200
                           =========  ==========  ==========  ===========   ========   ============    ============
</TABLE>
See notes to financial statements.

                                       4
<PAGE>
 
EDUCATIONAL DEVELOPMENT CORPORATION
--------------------------------------------------------------

STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE> 
<CAPTION> 
                                                      Nine Months Ended November 30
                                                     -------------------------------
                                                          1998             1997
                                                     ---------------  --------------
<S>                                                  <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES                   $  1,764,200    $    888,100
                                                       ------------    ------------
 
CASH FLOWS FROM INVESTING ACTIVITIES -
 Purchases of property and equipment                   (     26,200)   (     30,700)
                                                       ------------    ------------
 
  Net cash used in investing activities                (     26,200)   (     30,700)
                                                       ------------    ------------
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 Borrowings under revolving credit agreement              5,989,000       6,404,400
 Payments under revolving credit agreement             (  6,353,000)   (  7,143,400)
 Cash received from exercise of stock options                 7,500              --
 Cash received from sale of treasury stock                   46,000         187,100
 Cash paid to acquire treasury stock                   (  1,171,200)   (     64,400)
 Dividends paid                                        (    101,900)   (     52,200)
                                                       ------------    ------------
 
  Net cash used in financing activities                (  1,583,600)   (    668,500)
                                                       ------------    ------------
 
Net Increase in Cash and Cash Equivalents                   154,400         188,900
Cash and Cash Equivalents, Beginning of Period              171,600          82,100
                                                       ------------    ------------
Cash and Cash Equivalents, End of Period               $    326,000    $    271,000
                                                       ============    ============
 
Supplemental Disclosure of Cash Flow Information:
 Cash paid for interest                                $     92,900    $    147,800
                                                       ============    ============
 Cash paid for income taxes                            $    562,500    $    750,000
                                                       ============    ============
</TABLE>
See notes to financial statements.

                                       5
<PAGE>
 
EDUCATIONAL DEVELOPMENT CORPORATION
--------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS

Note 1 - The information shown with respect to the three months and nine months
------                                                                         
ended November 30, 1998 and 1997, which is unaudited, includes all adjustments
which in the opinion of Management are considered to be necessary for a fair
presentation of earnings for such periods.  There were no adjustments, other
than normal recurring accruals, entering into the determination of the results
shown except as noted in this report.  The results of operations for the three
months and nine months ended November 30, 1998 and 1997, respectively, are not
necessarily indicative of the results to be expected at year end due to
seasonality of the product sales.

These financial statements and notes are prepared pursuant to the rules and
regulations of the Securities and Exchange Commission for interim reporting and
should be read in conjunction with the Financial Statements and accompanying
notes contained in the Company's Annual Report to Shareholders for the Fiscal
Year ended February 28, 1998.

Reclassifications were made to 1997 balances to conform with 1998 presentation.

Note 2 - Effective June 30, 1997, the Company signed a First Amendment to the
------                                                                       
Restated Credit and Security Agreement with State Bank, which provided a
$3,500,000 line of credit.  The line of credit was evidenced by a promissory
note payable June 30, 1998.  Effective June 30, 1998, the Company signed a
Second Amendment to the Restated Credit and Security Agreement with State Bank,
extending the due date of the note to June 30, 1999. The note bears interest at
the Wall Street Journal prime floating rate and is collateralized by
substantially all of the assets of the Company.  The Company utilizes this line
of credit primarily to fund routine operations.  At November 30, 1998 the
Company had available $2,988,000 under this credit agreement.

Note 3 - Inventories consist of the following:
------                                        
<TABLE>
<CAPTION>
 
                                      November 30, 1998   February 28, 1998
                                      ------------------  ------------------
<S>                                   <C>                 <C>
 
          Book Inventory                     $9,577,200         $10,552,400
          Reserve for Obsolescence          (    98,200)       (    150,200)
                                             ----------         -----------
                                             $9,479,000         $10,402,200
                                             ==========         ===========
</TABLE>

Note 4 - Basic earnings per share is computed by dividing net earnings by the
------                                                                       
weighted average number of common shares outstanding during the period.  Diluted
earnings per share is based on the combined weighted average number of common
shares outstanding increased, when appropriate, for the number of common shares
issuable upon exercise of stock options, computed using the treasury stock
method.

The computation of weighted average common and common equivalent shares used in
the calculation of basic and diluted earnings per share ("EPS") is shown below.
<TABLE>
<CAPTION>
 
                                                   Three Months Ended November 30,    Nine Months Ended November 30,
                                                  --------------------------------    ------------------------------
                                                        1998             1997              1998              1997
                                                     ----------       ----------        ----------      -----------
<S>                                                  <C>              <C>              <C>              <C>  
 Net Earnings                                        $  537,600       $  561,000        $1,194,600       $1,505,700
                                                     ==========       ==========        ==========       ==========
                                                                                                        
 Basic EPS:                                                                                             
    Weighted Average Shares Outstanding               4,949,334        5,223,942         5,084,058        5,213,311
                                                     ==========       ==========        ==========       ==========
    Basic EPS                                        $      .11       $      .11        $      .24       $      .29
                                                     ==========       ==========        ==========       ==========
                                                                                                        
 Diluted EPS:                                                                                           
    Weighted Average Shares Outstanding               4,949,334        5,223,942         5,084,058        5,213,311
    Assumed Exercise of Stock Options                    32,653          139,944            70,951          124,064
                                                     ----------       ----------        ----------       ----------
 Shares Applicable to Diluted Earnings                4,981,987        5,363,886         5,155,009        5,337,375
                                                     ==========       ==========        ==========       ==========
 Diluted EPS                                         $      .11       $      .11        $      .23       $      .28
                                                     ==========       ==========        ==========       ==========
 
</TABLE>

Since March 1, 1998 the Company has purchased 333,140 shares of the Company's
common stock at a total cost of $1,171,200. The Board of Directors has
authorized purchasing up to 1,000,000 shares as market conditions warrant.

                                       6
<PAGE>
 
EDUCATIONAL DEVELOPMENT CORPORATION
--------------------------------------------------------------

ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------  ----------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------

Certain statements contained in this Management Discussion and Analysis are not
based on historical facts, but are forward-looking statements that are based
upon numerous assumptions about future conditions that may ultimately prove to
be inaccurate. Actual events and results may materially differ from anticipated
results described in such statements.  The Company's ability to achieve such
results is subject to certain risks and uncertainties.  Such risks and
uncertainties include but are not limited to, product prices, continued
availability of capital and financing, and other factors affecting the Company's
business that may be beyond its control.

FINANCIAL CONDITION
-------------------

The financial condition of the Company remains strong.   Working capital at
November 30, 1998 was $9,746,000, a slight increase over year-end working
capital of $9,565,600.  Accounts receivable increased 13.8% over year-end
February 28, 1998 due to special credit terms given during the second quarter.
Inventory at November 30, 1998 declined 9.2% over year-end February 28, 1998
levels. The level of inventory will fluctuate depending upon sales and the
timing of shipments from the Company's principal supplier. The Company
continuously monitors inventory to assure it has adequate supplies on hand to
meet sales requirements. The note payable to the bank declined 41.6% from the
balance February 28, 1998.  The Company attributes this to increased cash flow
provided by operating activities.  Accounts payable declined 27.2% over year-end
February 28, 1998, the result of smaller purchases during the current period and
payments made for inventory received in prior periods.  Since March 1, 1998 the
Company has purchased 333,140 shares of the Company's common stock at a total
cost of $1,171,200.  The Board of Directors has authorized purchasing up to
1,000,000 shares as market conditions warrant.

Pre-tax margins were 15.6% and 14.2% for the three months and nine months ended
November 30, 1998 respectively compared with 16.3% and 16.1% for the same
periods a year ago.  The Company attributes this decline to the unanticipated
lingering aftereffects of the changes made to the Home Business Division's
Marketing Plan in October 1996.  New compensation programs have been created to
encourage sales and recruiting at all levels of the organization.

RESULTS OF OPERATIONS
---------------------

Revenues - Net sales from the Home Business Division were $7,164,800 for the
--------                                                                    
nine months ended November 30, 1998, a decrease of 15.9% when compared with net
sales of $8,521,000 for the nine months ended November 30, 1997.  Net sales for
the three months ended November 30, 1998 and 1997 were $3,512,100 and $3,494,200
respectively, a slight increase.  Management attributes this small increase in
net sales during the third quarter to a special sales promotion the Company
offered during October 1998.  Management believes the overall decline in net
sales for the nine months is primarily the result of a reduction to the
compensation program which was made in October 1996 and was not well received by
the field sales force.  The compensation program was enhanced in June 1997 and a
further enhancement was made in May 1998.  The Company now believes it has in
place an excellent compensation program for its field sales force.  New and
exciting incentive programs, travel contests and regional training seminars are
being offered during FY 1999 to stimulate sales growth and recruiting.  The
Division's third National Seminar is scheduled for June 1999 and will provide
training and developmental assistance to help the field sales force build their
businesses.

Net sales from the Publishing Division were $6,400,000 and $6,965,100 for the
nine months ended November 30, 1998 and 1997 respectively, a decrease of 8.1%.
Net sales for the three months ended November 30, 1998 were $1,941,600 compared
with $2,064,900 for the same three month period last year, a decline of 6.0%.
The Company attributes this decline to increased competition in the juvenile
paperback market.  The Company has an aggressive in-house telephone sales force
which maintains contact with over 10,000 customers. The Division also attends
several national trade shows each year in order to present the Company's
products to a wide variety of consumers.  Management believes the Company has a
superior product line and is optimistic that the Publishing Division can
maintain its market share in the highly competitive publishing market.

                                       7
<PAGE>
 
EDUCATIONAL DEVELOPMENT CORPORATION
--------------------------------------------------------------

Operating Expenses - The Company's cost of sales for the nine months ended
------------------                                                        
November 30, 1998 was $5,435,700 compared with $6,274,300 for the nine months
ended November 30, 1997, a decline of 13.4%.  Cost of sales expressed as a
percentage of gross sales was 25.8% and 26.3% for the nine months ended November
30, 1998 and 1997, respectively.  Cost of sales for the three months ended
November 30, 1998 was $2,062,700, down 4.7% from the cost of sales of $2,163,400
for the same three month period a year ago.  Expressed as a percentage of gross
sales, cost of sales for the three months ended November 30, 1998 was 25.8%
compared with 26.5% for the three months ended November 30, 1997.  Cost of sales
as a percentage of gross sales will fluctuate depending upon the product mix
sold.

Operating and selling expenses decreased 8.3% to $2,312,600 for the nine months
ended November 30, 1998 when compared with $2,521,900 for the same nine month
period a year ago.  As a percentage of gross sales, these expenses were 11.0%
for the nine months ended November 30, 1998 and 10.6% for the nine months ended
November 30, 1997.  Operating and selling expenses for the three months ended
November 30, 1998 were $832,500, down 1% from operating and selling expenses of
$838,900 for the same quarter last year.  Expressed as a percentage of gross
sales, these expenses were 10.4%. for the third quarter ended November 30, 1998
and 10.3% for the same quarter a year ago.  A reduction in credit card fees and
a decrease in sales incentives, both the result of decreased sales in the Home
Business Division, contributed to the decrease in operating and selling
expenses.

Sales commissions for the nine months ended November 30, 1998 were $2,693,700
compared to $3,012,900 for the nine months ended November 30, 1997, a decline of
10.6%.  Sales commissions expressed as a percentage of gross sales were 12.8%
and 12.6% for the nine months ended November 30, 1998 and 1997, respectively.
For the three months ended November 30, 1998, sales commissions were $1,330,400
and were 16.6% of gross sales.  These same expenses for the three months ended
November 30, 1997 were $1,257,100 and were 15.4% of gross sales.  Sales
commissions increased 5.8% in the current three month period when compared with
the same three month period last year.  Sales commissions will vary with the
product being sold and the Division making the sale.  The Home Business Division
and the Publishing Division have separate and different commission programs and
rates.  The increased sales in the Home Business Division during the third
quarter resulted in increased commission expense for this period.  Lower sales
for the nine months in both the Home Business and the Publishing Division
contributed to the decrease in commission expense for the nine months ended
November 30. 1998.

General and administrative expenses increased 6.7% to $1,197,400 for the nine
months ended November 30, 1998 when compared with $1,122,100 for the nine months
ended November 30, 1997.  General and administrative expenses expressed as a
percentage of gross sales were 5.7% and 4.7% for the nine months ended November
30, 1998 and 1997 respectively.  During the third quarter ended November 30,
1998, general and administrative expenses increased 5.7% to $403,200 versus
$381,600 for the same quarter last year.  These expenses as a percentage of
gross sales were 5.0% and 4.7% for the quarters ending November 30, 1998 and
1997 respectively.  General and administrative expenses are not always directly
affected by sales, so comparison of these expenses as a percentage of gross
sales can be misleading.  Increased salaries and benefits, primarily to existing
employees, contributed to the increase in general and administrative expenses.

Interest expense declined 35.9% to $93,900 for the nine months ended November
30, 1998 when compared with  $146,400 for the nine months ended November 30,
1997.  For the third quarter ended November 30, 1998 interest expense was
$33,100 versus $42,900 for the same period a year ago, a decrease of 22.8%.  The
average borrowing under the bank loan declined $733,100 for the nine months
ended November 30, 1998 and $390,500 for the three months ended November 30,
1998, compared to the same two periods in the previous year.  This decrease in
the average amount borrowed resulted in lower interest costs for both the three
months and nine months ended November 30, 1998.  The interest rate charged the
Company on its bank loan was reduced three times during the third quarter of
fiscal 1999, a further contributor to the lower interest expense.  This
reduction in average bank borrowings can be attributed to the continuing efforts
of the Company to manage its inventory levels through improved efficiencies in
purchasing policies.

YEAR 2000 MATTERS
-----------------

The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year.  Any of the Company's
computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the Year 2000.  This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.

                                       8
<PAGE>
 
EDUCATIONAL DEVELOPMENT CORPORATION
--------------------------------------------------------------

The Company has evaluated its software applications, systems software,
information technology ("IT") system and its non-IT systems.  Management has
determined that all the Company's systems are Year 2000 compliant and that
internal Company operations will not be affected by the Year 2000 issue.

The Company has received assurances from its primary supplier, Usborne
Publishing LTD, that Usborne Publishing LTD will be year 2000 compliant before
the end of 1999.

The Company relies on third-party suppliers for products and services, including
telecommunications and shipping.  The Company will be adversely impacted if
these suppliers of products and services do not make necessary changes to their
own systems in a timely and successful manner.  There could be circumstances in
which the Company would be unable to receive customer orders, ship product,
invoice customers or collect payments.

The Company has communicated with others with whom it does significant business
to determine their Year 2000 compliance readiness and the extent to which the
Company is vulnerable to any third-party Year 2000 issue.  However, there can be
no guarantee that the systems of these other third-party companies will be
timely converted.

The Company is unable to determine the financial impact, if any, to the Company
should some or all of its third-party suppliers be unable to become Year 2000
compliant in a timely manner.  The Company relies highly on the
telecommunications industry and the transportation (shipping) industry.  It is
highly unlikely that all the major service providers in these two industries
would fail to become Year 2000 compliant in a timely manner.  However, should
this worst case scenario occur, the Company would be unable to receive orders or
ship product.

The Company has not yet established a contingency plan, but intends to formulate
one to address the adverse effects should its major third-party suppliers incur
Year 2000 problems.  The Company intends to have this contingency plan
formulated by July 1999.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------  ----------------------------------------------------------

         The Company does not have any material market risk.

PART II  OTHER INFORMATION
--------------------------

         None


                                   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.


                      EDUCATIONAL DEVELOPMENT CORPORATION
                                  (Registrant)



                         By  /s/ Randall W. White
                           --------------------------------
                             Randall W. White
                             President



Date:   January 11, 1999
     -----------------------

                                       9