U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB




[X]     QUARTERLY  REPORT  UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934  for  the  quarterly  period  ended  December  31,  2001

[   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934  for  the  transition  period  from  _______  to  _______

COMMISSION FILE NUMBER 0-05391

                                  METWOOD, INC.
                                  -------------
        (Exact name of small business issuer as specified in its charter)


          Nevada                                   83-0210365
          ------                                   ----------
(State or other jurisdiction of           (IRS Employer identification
incorporation or organization)                        No.)


                      819 Naff Road, Boones Mill, VA 24065
                      ------------------------------------
                    (Address of principal executive offices)

                                 (540) 334-4294
                                 --------------
                           (Issuer's telephone number)



Check whether the issuer (1) filed all reports required to be filed by Section13
or  15(d)  of  the  Exchange  Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past 90 days. Yes [x] No [  ]

Number of shares of common stock outstanding as of
February 4, 2002: 11,842,549




<PAGE 1>



<TABLE>
<CAPTION>


                                METWOOD, INC. & SUBSIDIARY
                                CONSOLIDATED BALANCE SHEETS
                         AS OF DECEMBER 31, 2001 AND JUNE 30, 2001


                                                          (Unaudited)
ASSETS                                                 December 31, 2001    June 30, 2001
----------------------------------------------------
<S>                                                   <C>                  <C>
CURRENT ASSETS:
----------------------------------------------------
Cash and cash equivalents. . . . . . . . . . . . . .  $           33,602   $       25,924
Accounts receivable. . . . . . . . . . . . . . . . .             179,919          158,113
Inventory. . . . . . . . . . . . . . . . . . . . . .             191,405          142,031
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . .             404,926          326,068
                                                      -------------------  ---------------

PROPERTY, PLANT, AND EQUIPMENT:
----------------------------------------------------
Land . . . . . . . . . . . . . . . . . . . . . . . .             177,000           88,000
Buildings and improvements . . . . . . . . . . . . .             634,798          631,536
Machinery and equipment. . . . . . . . . . . . . . .             325,409          284,296
Accumulated depreciation . . . . . . . . . . . . . .            (155,032)        (125,032)
NET PROPERTY, PLANT, AND EQUIPMENT . . . . . . . . .             982,175          878,800
                                                      -------------------  ---------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . .  $        1,387,101   $    1,204,868
                                                      -------------------  ---------------

LIABILITIES AND STOCKHOLDERS' EQUITY
----------------------------------------------------

CURRENT LIABILITIES
----------------------------------------------------
Accounts payable and accrued expenses. . . . . . . .  $          110,396   $      103,074
Bank line of credit. . . . . . . . . . . . . . . . .             150,000           50,000
TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . .             260,396          153,074
                                                      -------------------  ---------------
LONG-TERM LIABILITIES
----------------------------------------------------
Deferred income tax liability. . . . . . . . . . . .               6,080            3,810
                                                      -------------------  ---------------
STOCKHOLDERS' EQUITY
----------------------------------------------------
Common stock ($.001 par value, 100,000,000 shares
authorized; 11,842,549 and 11,757,883 issued and
outstanding at December 31, 2001 and June 30, 2001,
respectively). . . . . . . . . . . . . . . . . . . .              11,843           11,757
Additional paid in capital . . . . . . . . . . . . .           1,058,711        1,043,797
Retained earnings (deficit). . . . . . . . . . . . .              50,071           (7,570)
TOTAL STOCKHOLDERS' EQUITY . . . . . . . . . . . . .           1,120,625        1,047,984
                                                      -------------------  ---------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . .  $        1,387,101   $    1,204,868
                                                      -------------------  ---------------
</TABLE>


                 See accompanying notes to financial statements
<Page 2>
<TABLE>
<CAPTION>


                                          METWOOD, INC. & SUBSIDIARY
                                CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                        FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2001 AND 2000

<S>                         <C>                  <C>                 <C>                  <C>
                            Three                Three               Six                  Six
                            Months Ended         Months Ended        Months Ended         Months Ended
                            December 31, 2001    December 31 2000    December 31, 2001    December 31, 2000
REVENUES:
--------------------------
Sales. . . . . . . . . . .  $          396,098   $         376,428   $          834,239   $          763,170
Cost of Sales. . . . . . .            (156,963)           (230,696)            (398,136)            (457,600)
GROSS PROFIT . . . . . . .             239,135             145,732              436,103              305,570
                            -------------------  ------------------  -------------------  -------------------

EXPENSES:
--------------------------
Salaries and wages . . . .              91,841              68,077              161,310              132,192
Payroll taxes. . . . . . .               9,537               8,912               19,240               18,732
Rent . . . . . . . . . . .                 -0-                 -0-                  -0-                  850
Utilities. . . . . . . . .               2,739               5,555                4,210               10,788
Telephone. . . . . . . . .               3,541               3,082                8,913                6,584
Depreciation . . . . . . .              15,000               9,000               30,000               18,000
Supplies . . . . . . . . .              17,083              23,072               27,503               39,849
Repairs & maintenance. . .              13,700              12,102               24,631               21,868
Advertising. . . . . . . .              22,770              13,943               31,685               31,865
Employee benefits. . . . .               6,473               4,507               11,950                8,608
Insurance. . . . . . . . .              14,029               6,096               18,258               15,279
Professional fees. . . . .              12,530              10,817               17,077               12,834
Miscellaneous expenses . .               6,420                 870                7,349                1,343
Vehicle expenses . . . . .               1,053               2,768                2,498                3,356
TOTAL EXPENSES . . . . . .             216,716             168,801              364,624              322,148
                            -------------------  ------------------  -------------------  -------------------

OPERATING
INCOME (LOSS). . . . . . .  $           22,419   $         (23,069)  $           71,479   $          (16,578)
                            -------------------  ------------------  -------------------  -------------------
Other Income (Expense) . .             (15,099)             58,456              (13,837)              74,509
                            -------------------  ------------------  -------------------  -------------------
NET INCOME . . . . . . . .  $            7,320   $          35,387   $           57,642   $           57,931
                            -------------------  ------------------  -------------------  -------------------
  Net Income per Share -
  basic and fully diluted.  $               **   $              **   $               **   $             0.01
                            -------------------  ------------------  -------------------  -------------------
  Weighted Average Shares.          11,786,105          11,832,883           11,771,994           11,445,010
                            ===================  ==================  ===================  ===================

** Less than $.01
</TABLE>




                 See accompanying notes to financial statements
<Page 3>




<TABLE>
<CAPTION>


                                   METWOOD, INC. & SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                      FOR THE SIX MONTHS ENDED DECEMBER 31, 2001 AND 2000


<S>                                                                       <C>         <C>
                                                                             2001       2000
                                                                          ----------  ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
------------------------------------------------------------------------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  57,642   $ 57,931
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     30,000     18,000
Common stock issued for rounding of fractional shares under stock split.        -0-         79
Common stock issued for equipment. . . . . . . . . . . . . . . . . . . .     15,000        400
(Increase) decrease in operating assets:
  Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . .    (21,806)   (52,136)
  Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (49,374)   (34,418)
  Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        -0-      8,250
Increase (decrease) in operating liabilities:
  Accounts payable and accrued expenses. . . . . . . . . . . . . . . . .      7,322    (13,725)
  Deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . .      2,270        -0-
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES . . . . . . . . . . . . . . . . . . . . . . . . . .     41,054    (15,619)
                                                                          ----------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
------------------------------------------------------------------------
Expenditures for building and improvements . . . . . . . . . . . . . . .    (92,263)   (17,480)
Expenditures for equipment . . . . . . . . . . . . . . . . . . . . . . .    (41,113)   (53,677)
NET CASH USED IN INVESTING ACTIVITIES. . . . . . . . . . . . . . . . . .   (133,376)   (71,157)
                                                                          ----------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
------------------------------------------------------------------------
Proceeds from bank line of credit. . . . . . . . . . . . . . . . . . . .    100,000        -0-
NET CASH PROVIDED FINANCING ACTIVITIES . . . . . . . . . . . . . . . . .    100,000        -0-
                                                                          ----------  ---------
        NET INCREASE (DECREASE) IN CASH
        AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . .      7,678    (86,776)
                                                                          ----------  ---------
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE YEAR. . . . . . . . . . . . . . . . . . . . . . . . . .     25,924     91,598
                                                                          ----------  ---------
END OF THE PERIOD. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  33,602   $  4,822
                                                                          ----------  ---------
SUPPLEMENTARY CASH FLOW INFORMATION
------------------------------------------------------------------------
OF NON-CASH FINANCING:
------------------------------------------------------------------------
Common stock issued for equipment. . . . . . . . . . . . . . . . . . . .  $  15,000   $    400
                                                                          ----------  ---------

</TABLE>







                 See accompanying notes to financial statements
<Page 4>


                           METWOOD, INC. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          December 31, 2001 (UNAUDITED)


ITEM 1.
-------

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities  and Exchange Commission. Accordingly, they do not include all of the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial  statements.

In  the  opinion  of  management, the unaudited condensed consolidated financial
statements  contain all adjustments consisting only of normal recurring accruals
considered  necessary  to  present  fairly  the  Company's financial position at
December 31, 2001, the results of operations for the three and six month periods
ended  December  31,  2001  and  2000,  and  cash flows for the six months ended
December  31, 2001 and 2000. The results for the period ended December 31, 2001,
are  not  necessarily  indicative  of  the results to be expected for the entire
fiscal  year  ending  June  30,  2002.

NOTE  2  -  EARNINGS  (LOSS)  PER  SHARE

The  following  represents  the  calculation  of  earnings  per  share:

                         For the three months ended     For the six months ended
                                 December 31,                 December 31,
BASIC  &  DILUTED*            2001          2000          2001          2000
------------------          ------          ----          ----          ----

Net  income                    $  7,320     $  35,387     $  57,642     $ 57,931

Less- preferred stock dividends     --            --           --         --
                           -----------------------------------------------------
Net  income                    $  7,320     $  35,387     $  57,642     $ 57,931
                           -----------------------------------------------------
Weighted average number
of common shares               11,756,550   11,832,883    11,772,216  11,445,010
                           -----------------------------------------------------
Basic & diluted earnings per share $  **    $     **      $     **      $   .01
                           =====================================================
*There were no common stock equivalents for either period presented.
** Less than $.01


<PAGE 5>

ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION
--------

With  the  exception of historical facts stated herein, the matters discussed in
this  report  are  "forward  looking"  statements  that  involve  risks  and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
projected  results.  Such  "forward  looking"  statements  include,  but are not
necessarily  limited  to,  statements  regarding  anticipated  levels  of future
revenues and earnings from operations of the Company. Readers of this report are
cautioned  not  to put undue reliance on "forward looking" statements, which are
by  their  nature,  uncertain  as reliable indicators of future performance. The
Company  disclaims  any  intent  or obligation to publicly update these "forward
looking"  statements,  whether as a result of new information, future events, or
otherwise.

DESCRIPTION  OF  BUSINESS
-------------------------

Business Development
--------------------

The  Company was incorporated under the laws of the State of Wyoming on June 19,
1969.  Following  an  involuntary  dissolution  for  failure  to  file an annual
report, the Company was reinstated as a Wyoming Corporation on October 14, 1999.
Thereafter,  on  January  28,  2000, the Company, through a majority shareholder
vote, changed its domicile to Nevada through a merger with EMC Energies, Inc., a
Nevada corporation.  The Plan of Merger provided for the dissenting shareholders
to be paid the amount, if any, to which they would be entitled under the Wyoming
Corporation Statutes with respect to the rights of dissenting shareholders.  The
Company  also changed its par value to $.001 and the amount of authorized common
stock  to  100,000,000.

Prior  to  1990,  the  Company  was engaged in the business of exploring for and
producing  oil  and  gas  in  the  Rocky Mountain and Mid-Continent areas of the
United  States.  The Company liquidated substantially all of its assets in 1990,
and  was  dormant  until  June 30, 2000, when it acquired, in a stock-for-stock,
tax-free  exchange,  all  of  the  outstanding  common stock of a privately held
Virginia  corporation,  Metwood, Inc., which was incorporated in 1993.  See Form
8-K and attached exhibits, filed August 11, 2000.  Metwood has been in the metal
and  metal/wood  construction  materials  manufacturing  business  since  1992.
Following the acquisition, the Company approved a name change from EMC Energies,
Inc.  to  Metwood,  Inc.

Principal Products or Services and Markets
------------------------------------------

Residential  builders  are  aware  of  the superiority of steel framing vs. wood
framing,  insofar  as steel framing is lighter, stronger, termite, pest, rot and
fire  resistant,  and  dimensionally  more  stable  to  withstand induced loads.
Although  use  of  steel  framing  in  residential  construction  has  generally
increased  each year since 1980, many residential builders have been hesitant to
utilize  steel,  due  to  the need to retrain framers and subcontractors who are
accustomed  to a "stick built" construction method where components are laid out
and  assembled  with  nails  and  screws.  The Company's founders, Robert (Mike)
Callahan and Ronald Shiflett saw the need to combine the strength and durability
of  steel  with  the  convenience  and  familiarity  of wood and wood fasteners.



<PAGE 6>

The  Company  manufactures  light  gage  steel  construction  materials, usually
combined  with  wood  or  wood  fasteners, for use in residential and commercial
applications, in place of more conventional wood products, which are inferior in
terms  of  strength  and  durability.  The  steel  and steel/wood products allow
structures  to  be  built with increased load strength and structural integrity,
and  fewer  support  beams  or  support  configurations,  thereby  allowing  for
structural  designs  that  are  not  possible  with  wood-only  products.

Its primary products and services are:

     Girders and headers
     Floor joists
     Floor joist patch kits
     Roof and floor trusses
     Garage, deck and porch kits
     Garage and post and beam buildings
     Engineering, design and custom building services

 Distribution methods of the products or services
-------------------------------------------------

The  Company's  sales  are  primarily  retail,  directly  to  contractors  and
do-it-yourself  homeowners  in Virginia and North Carolina. Approximately 20% of
the  Company's  sales  are  wholesale  to  lumberyards, home improvement stores,
hardware  stores,  and  plumbing  and electrical suppliers in Virginia and North
Carolina.  The  Company  relies  on  its  own sales force for all outside sales.

Seasonality of market
---------------------

The Company's sales are subject to seasonal impacts, as its products are used in
residential  and  commercial construction projects, which tend to be at a higher
building  rate  in  Virginia  and North Carolina between the months of March and
October.  Accordingly,  the  Company's sales are greater in its fourth and first
quarters.  The Company builds an inventory of its products throughout the winter
and  spring  to  support  this  sales  season.

Competition
-----------

Nationally,  there  are  over one hundred manufacturers of the types of products
produced  by  the  Company.  Approximately  10%  of  these manufacturers capture
approximately  80% of the market for these products.  In addition, most of these
manufacturers  are better financed than the Company, and therefore better poised
for  market  retention  and  expansion.  The  majority  of  these manufacturers,
however,  are using wood-only products, or products without metal reinforcement.
The  Company has identified only one other manufacturer in the western U.S. that
manufacturers  a  similar  wood-metal  floor  truss to that of the Company.  The
Company holds four separate patents on its products (see Patents section, below)
that  are unique only to the Company.  The Company intends to continue to expand
its  wholesale  marketing of its unique products to companies such as Lowe's and
Home  Depot,  and  to license the Company's technology and products, to increase
its  distribution  outside  of  Virginia,  North  Carolina  and  the  South.


<PAGE 7>

Sources and availability of raw materials and the names of principal suppliers
------------------------------------------------------------------------------

All of the raw materials used by the Company are readily available on the market
from  numerous  suppliers.  The light gage metal used by the Company is supplied
primarily  by  Dietrich  Industries.  The  Company's  main sources of lumber are
Unimast,  Lowe's  and  84  Lumber Company. Co-Steel supplies the majority of the
Company's  rebar  supply.  Because  of  the number of suppliers available to the
Company,  its  decision  in purchasing materials is dictated primarily by price,
and  secondarily  by  availability.  The  Company  does not anticipate a lack of
supply  to  ever  affect  its  production,  but  rather a shortage may cause the
Company  to  pass  on  higher  materials  prices  to  its  buyers.

Dependence on one or a few major customers
------------------------------------------

 Presently  the Company does not have a customer, the loss of which would have a
substantial  impact  on  the  Company's operations.  As the Company continues to
expand  its  wholesale  sales  to  purchasers  such  as Lowe's and Home Depot, a
substantial  impact  would  be  more  likely  should  such  a  customer be lost.

Patents, trademarks, licenses, franchises, concessions, royalty agreements or
-----------------------------------------------------------------------------
labor contracts, including duration
-----------------------------------

     The Company has four U.S. Patents:

     U.S.  Patent  No.  5,519,977, Joist Reinforcing Bracket, for a bracket that
reinforces  wooden  joists  provided  with  a  hole for the passage of a utility
conduit.  The  Company  refers to this as its floor joist patch kit. The Company
recently had an independent appraisal done on this patent that is valued at $7.4
million.

     U.S.  Patent  No.  5,625,997,  Composite  Beam,  for  a composite beam that
includes  an  elongated metal shell and a pierceable insert for receiving nails,
screws  or  other  penetrating  fasteners.

     U.S.  Patent  No.  5,832,691,  Composite  Beam,  for  a composite beam that
includes  an  elongated metal shell and a pierceable insert for receiving nails,
screws  or  other penetrating fasteners.  This is a continuation-in-part of U.S.
Patent  No.  5,625,997.

     U.S.  Patent  No.  5,921,053, Internally Reinforced Girder with pierce-able
nonmetal  components,  for  a  girder  that  includes a pair of c-shaped members
secured  together  so  as  to  form a hollow box, which permits the girder to be
secured  within  a building structure with conventional fasteners such as nails,
screws  and  staples.  The Company recently had an independent appraisal done on
this  patent  that  is  valued  at  $13.8  million.

The Company also has a patent pending on a modification of the floor joist patch
kit.  The  Company expects that this patent will be granted from the U.S. Patent
Office  within  the  next  twelve  months.

 Each  of  these  patents  was  originally  issued  to the inventors and Company
founders,  Robert  (Mike)  Callahan  and  Ronald B. Shiflett, who licensed these
patents  to  the  Company.


<PAGE 8>
Need for any government approval of principal products or services
------------------------------------------------------------------

The  Company's products must either be sold with their engineer's seal or Bureau
Officials  Code  Association  (BOCA)  must  approve  them. Once BOCA approval is
obtained,  the  products can be used in all 50 states. The Company's floor joist
patch kit received BOCA approval during April of 2001.  The Company expects this
to  greatly  assist in the uniform acceptability of the Company's products as it
expands  to  new  markets.

Time spent during the last two fiscal years on research and development
-----------------------------------------------------------------------
activities
----------

Approximately fifteen percent of the Company's time and resources have been
spent during the last two fiscal years researching and developing metal/wood
products.

Costs and effects of compliance with environmental laws
-------------------------------------------------------

None; not applicable.

Number of total employees and number of full time employees
-----------------------------------------------------------

The Company has approximately twenty employees, all of whom are full-time.

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

Net  Income

The  Company  had  net  income of $7,320 for the three months ended December 31,
2001,  versus net income of $35,387 for the same period ended December 31, 2000,
a  decrease  of  $28,067.  The change in net income for the period was primarily
attributable  to  other income of $50,000 during the three months ended December
31,  2000  resulting  from  a successful legal settlement relating the Company's
intellectual  property.

The Company had net income of $57,642 for the six months ended December 31, 2001
versus  $57,931 during the same period in 2000. The Company realized an increase
in  operating  income  of  $88,057  for  the  first six months of this year, the
majority  of  which was offset by a decrease in other income of $88,346 from the
2000  intellectual property settlement. The Company will attempt to increase net
income  for fiscal year 2002 by increasing sales while maintaining or decreasing
operating  expenses.

Sales

Revenues  were  $396,098  for  the  three months ended December 31, 2001, versus
$376,428 for the three months ended December 31, 2000, an increase of $19,670 or
5%.  Revenues  for  the  six months ended December 31, 2001 were $834,239 versus
$763,170  for  the  same  prior  year  period, an increase of $71,069 or 9%. The
increases  in  sales  for  the  periods  were  primarily  due  to  the Company's
aggressive  marketing  campaign  and  growing  brand  awareness. Average selling
prices  and  gross  margins  remained  fairly  constant.


<PAGE 9>

Expenses

Total  expenses  were  $216,716  for  the  three months ended December 31, 2001,
versus  $168,801  for  the three months ending December 31, 2000, an increase of
$47,915  or  28%.  Notable  differences  were  as  follows:
     Depreciation  increased  $6,000 due to an increase in building improvements
and  equipment  purchases.
     Salaries and wages increased $23,764 over the same quarter last year as the
Company  has  hired  additional  staff  to  advance  the  Company's  products.
     Advertising increased $8,827 as the Company has used a more aggressive
marketing strategy and is building brand awareness in the community.

Liquidity  and  Capital  Resources

On  December  31,  2001,  the Company had cash of $33,602 and working capital of
$144,530.  This  compares with cash of $4,822 and working capital of $152,101 at
December 31, 2000. The decrease in working capital was due to an increase in the
bank  line  of  credit  of $100,000, somewhat offset by the increase in accounts
receivable  and  inventory.

Net  cash  provided by operating activities was $41,054 for the six months ended
December  31,  2001  as  compared  with net cash used in operating activities of
$15,619 for the six months ended December 31, 2000. The difference was primarily
attributable  to an increase in depreciation (a non-cash expense) of $12,000 and
stock  issued  for  equipment  of  $15,000.

Net  cash  used  in  investing  activities was $133,376 for the six months ended
December,  2001 as compared with net cash used of $71,157 during the same period
ended December 31, 2000. Cash flows used in investing activities for this period
primarily  included building improvement and an acquisition of a five-acre tract
of  land  adjacent  to  the  Company  headquarters  for  $3,263  and  $89,000,
respectively.

Cash  provided by financing activities totaled $100,000 for the six months ended
December  31, 2001 as compared with net cash provided by financing activities of
$-0- for the six months ended December 31, 2000. The difference in cash provided
by  financing  activities was due to proceeds from a bank credit line that bears
interest  at  a  variable  rate  of  prime  plus  .5%.









              --The rest of this page is left intentionally blank--



<PAGE 10>

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

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

a) Exhibits
-----------

None.


b) Reports on Form 8-K
----------------------

None.



                                   SIGNATURES
                                   ----------

In  accordance with 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.


                              /s/ Annette G. Mariano
                              ----------------------
Date:  February 4, 2002        Annette G. Mariano
                               Chief Financial Officer



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