SECURITIES & EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q/A-1


                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended March 31, 1999            Commission File Number: 0-5781


                            HAWKS INDUSTRIES, INC.
------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


        Wyoming                                          83-0211955
------------------------                        ------------------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                     Identification Number)


                   913 Foster Road, Casper, Wyoming  82601
------------------------------------------------------------------------------
                   (Address of principal executive offices)



Registrant's telephone number, including area code(307) 234-1593
                                                  ----------------------------



                                  N/A
------------------------------------------------------------------------------
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 ___
    ----


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



         Class                               Outstanding at March 31, 1999
------------------------                  ------------------------------------
Capital Stock, $.01 par value                          1,285,338


<PAGE>


                                     INDEX
                                     -----


                                                                 PAGE

PART I      FINANCIAL INFORMATION                                 3

            Consolidated Balance Sheets
                March 31, 1999 and December 31, 1998              4

            Consolidated Statements of Operations
                Three months ended March 31, 1999 and 1998        5

            Consolidated Statements of Cash Flows
                Three months ended March 31, 1999 and 1998        6

            Notes to Consolidated Financial Statements            7

            Management's Discussion and Analysis of
                Financial Condition and Results of Operation     12

PART II     OTHER INFORMATION                                    14

<PAGE>



                         PART I: FINANCIAL INFORMATION



The accompanying unaudited Consolidated Financial Statements have been  prepared
in accordance with the instructions to Form 10-Q  and do not include all of  the
information and footnotes required  by generally accepted accounting  principles
for  complete  financial  statements.    In  the  opinion  of  management,   all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included.

These statements should be read in conjunction with the Financial Statements and
notes thereto included in the Company's  Annual Report to Shareholders and  Form
10-K for the year ending December 31, 1998.

This quarterly  report contains  some  forward-looking statements  about  future
operations and  expectations of  Hawks Industries,  Inc. and  its  subsidiaries.
Management believes  they are  reasonable representations  of Hawks  Industries,
Inc., expected  performance  at  this  time.    Actual  results  may  vary  from
Management's stated expectations and projections.


<PAGE>

<TABLE>
                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                                   March 31,       December 31,
                                                                      1999             1998
                                                                  (unaudited)
<S>                                                               <C>             <C>
                             ASSETS
CURRENT ASSETS
 Cash                                                                    9,000  $         60,000
 Accounts receivable                                                   727,000           425,000
 Short-term investments                                                205,000           202,000
 Costs on uncompleted contracts in excess of related billings           41,000            15,000
 Other current assets                                                   60,000            64,000

   Total current assets                                              1,042,000           766,000

PROPERTY AND EQUIPMENT, net (successful efforts method)              1,630,000         1,703,000

INVESTMENTS AND OTHER ASSETS
 Note receivable                                                        32,000            35,000
 Land investment                                                       196,000           196,000
 Available for sale investment                                         100,000           100,000
 Other assets                                                          256,000           257,000

                                                                       584,000           588,000

                                                                     3,256,000  $      3,057,000

              LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
 Notes payable                                                         350,000  $        203,000
 Current maturities of long-term debt                                  123,000           128,000
 Accounts payable                                                      279,000           195,000
 Accrued liabilities                                                    37,000            36,000

   Total current liabilities                                           789,000           562,000

LONG-TERM DEBT                                                         337,000           340,000

CONTINGENT LIABILITY ( See Note 4)                                          -                 -

SHAREHOLDERS' EQUITY
 Capital stock:
   Preferred stock, $.01 par value; authorized 997,000
    shares; no shares issued                                                 -                 -
   Common stock, $.01 par value; authorized 5,000,000 shares;
     Shares issued 1,351,513 in 1999 and 1998                           13,000            13,000
Capital in excess of par value of common stock                       3,046,000         3,046,000
Retained (deficit)                                                    (863,000 )        (897,000)
Less Common Stock held in treasury at cost, 66,175 and 6,175
    Shares in 1999 and 1998 , respectively                             (66,000 )          (7,000)

                                                                     2,130,000         2,155,000

                                                                     3,256,000  $      3,057,000


<FN>
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>

                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                   Three Months Ended March 31, 1999 and 1998
                                  (Unaudited)
<CAPTION>
                                                            1999         1998
<S>                                                       <C>          <C>
Operating revenue:
 Oil and gas                                            $    34,000  $    97,000
 Environmental                                              712,000      404,000
 Gain on sale of assets                                           -        3,000

                                                            746,000      504,000

Operating expenses:
 Oil and gas                                                 12,000       29,000
 Environmental                                              527,000      397,000
 Depreciation, depletion and amortization                   132,000       54,000
 General and administrative                                  32,000       58,000

                                                            703,000      538,000

Operating Income (Loss) from operations                      43,000      (34,000 )
Other income (expense):
 Other income                                                 2,000       10,000
 Interest income                                              3,000        4,000
 Interest expense                                           (14,000 )    (19,000 )

Income(Loss) from operations before taxes                    34,000      (39,000 )
Provision for taxes:
 Current                                                          -            -

Net Income (Loss)                                            34,000      (39,000 )

Weighted average number of common shares outstanding      1,331,949    1,351,513

Income (Loss) per common share                          $       .03  $      (.03 )


<FN>
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                   Three Months Ended March 31, 1999 and 1998
                                  (Unaudited)
<CAPTION>
                                                                       1999       1998
<S>                                                                  <C>         <C>
Cash flows from operating activities:
 Income (Loss) from operations                                      $  34,000  $ (39,000 )
 Adjustment to reconcile net loss to net cash provided:
  Depreciation, depletion and amortization                            132,000     54,000
  Impairment of non producing oil and gas property                          -      1,000
  Gain on sale of assets                                                    -     (3,000 )
  Changes in operating assets and liabilities:
   Increase in accounts receivable                                   (302,000 )  (20,000 )
   Increase in short-term investments                                  (3,000 )   (3,000 )
   Increase in costs in excess of billings and other current
     assets                                                           (22,000 )   (2,000 )
   Increase in accounts payable and accrued expenses                   85,000     68,000

Net cash flow provided by (used in) operating activities              (76,000 )   56,000

Cash flows from investing activities:
 Purchases of property and equipment                                  (59,000 )  (60,000 )
 Proceeds from sale of properties                                           -     35,000
 Decrease (increase) in other assets                                    1,000    (49,000 )
 Decrease in note receivable                                            3,000      1,000
 Decrease in land investment                                                -      6,000

Net cash flow used in investing activities                            (55,000 )  (67,000 )

Cash flows from financing activities:
 Proceeds from debt obligations incurred                              172,000     29,000
 Reduction of debt obligations                                        (33,000 )  (23,000 )
 Purchase of common stock                                             (59,000 )       -

Net cash provided by financing activities                              80,000      6,000

Decrease in cash and cash equivalents                                 (51,000 )   (5,000 )
Cash and cash equivalents at beginning of year                         60,000     30,000

Cash and cash equivalents at end of quarter                         $   9,000  $  25,000


<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Property and Equipment

Property and equipment at March 31, 1999  and December 31, 1998 consists of  the
following:
<TABLE>
<CAPTION>
                                                           1999         1998
<S>                                                     <C>           <C>
Nonproducing oil and gas properties, net of valuation
  allowance of $2,000 in 1999 and $2,000 in 1998       $    14,000  $    14,000
Producing oil and gas properties                         1,655,000    1,655,000
Furniture and fixtures                                     372,000      369,000
Transportation equipment                                   200,000      200,000
Buildings and leasehold improvements                       371,000      371,000
Engineering and lab equipment                            1,314,000    1,258,000
Other                                                       59,000       59,000

                                                         3,985,000    3,926,000
Less accumulated depreciation and depletion              2,355,000    2,223,000

                                                       $ 1,630,000  $ 1,703,000

</TABLE>

Note 2.  Notes Payable, Long-Term Debt and Pledged Assets

Notes payable at March 31, 1999 and December 31, 1998 are as follow:
<TABLE>
<CAPTION>
                                                                         1999       1998
<S>                                                                    <C>         <C>
Short-term note payable due bank, interest at 9.75% to 10% due April
  20, 1999 to May 23, 1999 collateralized by accounts receivable      $  95,000  $    -
Revolving lines of credit $200,000, interest at 6.55 to 7% maturing
  June 23, 1999, collateralized by certificate of deposit               190,000    138,000
Revolving line of credit $230,000 interest at Citibank Prime plus /%,
  (8.5% at March 31, 1999) maturing May 13, 1999, collaterialized by
  oil and gas properties                                                 65,000     65,000

                                                                      $ 350,000  $ 203,000


</TABLE>
Long-Term debt at March 31, 1999 and December 31, 1998 is as follow:
<TABLE>
<CAPTION>
                                                                         1999       1998
<S>                                                                    <C>         <C>
Mortgage notes payable to W.D. Hodges and Jim Ferris Properties,
  interest at 9% payable $971 per month until September 17, 2013,
  collateralized by building                                          $  94,000  $  95,000
Mortgage note payable to bank, interest set at 4% above U.S. Treasury
  Bill index for one year each June 1st, (9.3% at March 31, 1999),
  payable $1,213 per month including interest until April 1, 2003,
  collateralized by office building                                      95,000     96,000
</TABLE>
<PAGE>
                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2.  Notes Payable, Long-Term Debt and Pledged Assets (cont.)
<TABLE>
<CAPTION>
                                                                         1999       1998
<S>                                                                    <C>        <C>
Note payable, State of Wyoming, interest at 4%, due in monthly
  installments of approximately $1,000 including interest until paid,
  unsecured                                                           $   3,000  $   6,000
Installment loan payable, due at various times from June 1999 to
  May,2001, interest rates from 7.5% to 10%, secured by equipment        55,000     37,000
Note payable Wyoming Industrial  Development Corporation, interest at
  7.33%, payable $3,991 per month including interest until October 5,
  2002, collateralized by equipment.                                    148,000    157,000
Note payable Wyoming Industrial  Development Corporation, interest at
  6.96%, payable  $4,475 per month including  interest until June 15,
  2000, collateralized by equipment.                                     65,000     77,000

                                                                        460,000    468,000
Less current maturities                                                 123,000    128,000

                                                                      $ 337,000  $ 340,000


</TABLE>
Aggregate maturities of long-term debt are as follow:
<TABLE>
<S>             <C>
1999           $  93,000
2000              98,000
2001              72,000
2002              48,000
2003              13,000
Thereafter       136,000

               $ 460,000


</TABLE>
Actual cash payments for  interest during the periods  ended March 31, 1999  and
1998 were $14,000 and $19,000 respectively.

<PAGE>

                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 3.  Financial Information Relating to Industry Segments
<TABLE>
<CAPTION>
                                                        1999        1998
<S>                                                  <C>         <C>
Sales to unaffiliated customers:
 Oil and gas industry                               $    34,000 $   97,000
 Environmental testing and management industry          712,000    407,000

                                                    $   746,000 $  504,000

Operating profit or (loss):
 Oil and gas industry                               $   (90,000)$   21,000
 Environmental testing and management industry          157,000    (14,000 )
 Unallocated corporate expenses                         (24,000)   (41,000 )

                                                    $    43,000 $  (34,000 )

Identifiable assets:
 Oil and gas industry                               $   667,000 $  827,000
 Environmental testing and management industry        1,448,000    919,000
 Corporate assets                                     1,141,000  1,483,000

                                                    $ 3,256,000 $3,229,000

Capital expenditures:
 Oil and gas industry                               $        -  $    3,000
 Environmental testing and management industry           59,000     57,000

                                                    $    59,000 $   60,000

Depreciation, depletion and amortization:
 Oil and gas industry                               $   100,000 $   22,000
 Environmental testing and management industry           28,000     23,000
 Other depreciation, depletion and amortization           4,000      9,000

                                                    $   132,000 $   54,000

Interest Income:
 Oil and gas industry                               $        -  $        -
 Environmental testing and management industry               -           -
 Corporate interest                                       3,000      4,000

                                                    $     3,000 $    4,000

Interest Expense:
 Oil and gas industry                               $     1,000 $        -
 Environmental testing and management industry            8,000     11,000
 Corporate interest                                       5,000      8,000

                                                    $    14,000 $   19,000


</TABLE>
<PAGE>


                             HAWKS INDUSTRIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4.  Significant Events

Effective February  1, 1998,  Registrant, Hawks  Industries, Inc.,  and a  third
party investor, entered into an agreement  with the Company's President,  Joseph
J. McQuade, whereby Mr.  McQuade and his  immediate family's stockholdings  were
purchased by a third party investor at  $.10 per share ($2.00 post-split).   The
Company has entered into a severance agreement with Mr. McQuade which includes a
covenant not to compete.  Under the terms of the Agreement, the Company will pay
$50,000 per year for  four (4) years, payable  in semi-monthly installments,  to
McQuade in exchange for  the non-compete provision.   Mr. McQuade, effective  on
the same date, resigned as President of the Company and Chairman of the Board of
Directors.  Mr. Bruce A. Hinchey,  was elected by the  Board of Directors to  be
the President of the Corporation  and James E. Meador,  Jr., was selected to  be
the new Vice-President.  No replacement for Mr. McQuade has been made as of  the
date of this report.

The third party investor, the Anne  D. Zimmerman Revocable Trust dated  November
14, 1991 ("the Trust"),  by acquiring Mr. McQuade's  and his immediate  family's
shares, has 153,167 shares and therefore  has acquired 11.9% of the  outstanding
shares of the Company.  As such, the Trust is deemed to be a controlling person.
The Trustee of the Trust, Anne D. Zimmerman, will not sit on the Company's Board
of Directors, nor will she be an employee or officer of the Company.

Reverse Stock Split

At the Company's Annual Meeting held  on January 8, 1998, the Company  submitted
to a vote of security holders, through the solicitation of proxies or otherwise,
a proposal to effect a 20 for 1 reverse  split which was approved.  The  reverse
split changed the number of shares outstanding from 27,028,194 to 1,351,513.

On November 9, 1998 the Board of Directors of Hawks Industries, Inc.  authorized
the repurchase of up to forty thousand shares of Hawks Industries, Inc.,  common
stock on the open  market or in negotiated  transactions, depending upon  market
conditions. On March 1,  1999 the Board of  Directors of Hawks Industries,  Inc.
authorized the  repurchase of  an additional  thirty  thousand shares  of  Hawks
Industries, Inc. stock. Through March 31,  1999 the Company has acquired  66,175
shares or 5.1% of the outstanding common shares.


Note 5. Write Down of impaired oil and gas properties

During the first quarter of 1999, the Company recorded an $80,000 write down  of
its producing  oil  and  gas  properties.   This  write  down  was  recorded  to
depreciation, depletion and  amortization expense.   The Company determined  the
carrying value of these properties was more than fair value. The fair value was
determined by calculating the future net cash flows from the properties given
the declining performance and prices received for oil and gas. Earnings per
share were  nine cents prior to  write down and three  cents after the write
down.
<PAGE>

                             HAWKS INDUSTRIES, INC


                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6. Sales of Buildings

On May 26, 1998, the Company signed an agreement to sell its building located at
7345 6WN Road  and 7383 6WN  Road in Natrona  County, Wyoming to  WERCS, a  non-
public Wyoming Corporation.  As set forth in the agreement, the closing date was
June 1, 1998 and the total sales price for both buildings was $417,000.

The Company's cost in the  buildings was $506,000.   The Company's basis in  the
building was $367,000.  Therefore, the  Company had an approximate $50,000  gain
resulting from the transaction.

The $417,000 was received as $317,000 cash and 10,000 shares WERCS 4%  preferred
convertible stock, with a guaranteed resale value of $100,000.

The majority owner  of WERCS, A  Wyoming Corporation, is  Dr. Gail D.  Zimmerman
whose spouse, through the Anne D,  Zimmerman Revocable Trust, owns 11.9% of  the
outstanding shares of Hawks Industries, Inc.
<PAGE>
                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

Liquidity and Capital Resources:

During the first quarter  of 1999 net cash  from operating activities  decreased
$76,000 compared to  a $56,000  increase in  1998.   This decrease  in 1999  was
largely due to  an increase in  accounts receivables of  $302,000 from year  end
December 31, 1998.  The  increase in accounts receivables  was the result of  an
increase in sales in the Company's environmental testing and management  segment
from $404,000 in the first quarter of 1998  to $712,000 in the first quarter  of
1999.  Partially offsetting the $302,000 in increased receivables was net income
for the  first  quarter of  1999  of  $34,000 and  depreciation,  depletion  and
amortization of $132,000.  Depreciation, depletion and amortization was  $78,000
higher than the previous quarter,  largely due to a  write off of producing  oil
and gas properties. (See Note 5 Write down of impaired oil and gas properties).

Capital expenditures for the first quarter  of 1999 were approximately the  same
as the first quarter of 1998 as $59,000 was expended for property and  equipment
in 1999 compared to $60,000 in 1998.

Proceeds from debt obligations  increased from $29,000 in  the first quarter  of
1998 to  $172,000  in  1999,  this resulted  from  the  Company  using  accounts
receivables as collateral for short-term loans  for current cash demands in  its
environmental testing and management segment.

The following information is provided for  the quarter ended March 31, 1999  and
1998:
<TABLE>
<CAPTION>
                                                 1999         1998
<S>                                            <C>          <C>
Working Capital                              $   253,000  $  (207,000)
Long-term debt to equity                           1:6.3        1:4.9

Cash provided by (utilized by operations)        (76,000)      56,000
Cash and short-term investments available        214,000      233,000
</TABLE>

Results of Operations:

In the  first  quarter of  1999,  the Company  reported  $34,000 in  net  income
compared to $39,000 loss in the first quarter of 1998.

Environmental testing and management:

Environmental testing and management revenues increased to $712,000 in 1999 from
$404,000 in 1998 a 76.2% increase. This increase was largely due to the  Company
acquiring one large client in the  first quarter of 1999, while maintaining  the
Company's regular  clients.   Environmental testing  and management's  operating
expenses were also higher by $130,000 for the quarter ended March 31, 1999  over
the quarter ended March 31, 1998.  This is a 32.7% increase which was the result
of additional work.  Shown  below is a table  showing net revenue and  operating
expenses for the Company's environmental industry:
<TABLE>
<CAPTION>
                                       1999         1998
<S>                                  <C>          <C>
Sales                              $  712,000   $   404,000
Operating expenses                    527,000       397,000

                                   $  185,000         7,000


</TABLE>
<PAGE>



Oil and Gas:

Oil and gas  revenues declined  from $97,000  in the  first quarter  of 1998  to
$34,000 in 1999, this  was a 64.9% decrease.   This decrease  was the result  of
lower prices  for the  Company's oil  and gas  sales and  declining  production.
During the  first quarter  of 1998  the  company collected  on an  after  payout
agreement for the past several years.   Oil and gas expenditures were also  down
from $29,000 in  1998 to  $12,000 in  1999, a  58.6% decline.  This decline  was
mainly due to fewer wells producing due to lower oil and gas prices.

Below is a  table showing  revenues and operating  expense per  quarter for  the
Company's oil and gas segment.
<TABLE>
<CAPTION>
                                       1999         1998
<S>                                  <C>          <C>
Sales                              $   34,000   $    97,000
Operating expenses                     12,000        29,000

                                   $  22,000   $    68,000


</TABLE>
Additional Information:

The Company had depreciation, depletion and  amortization (DD&A) of $132,000  in
the first quarter  of 1999 compared  to $54,000 in  the first  quarter of  1998.
Eighty thousand dollars of this increase was  from a write down of impaired  oil
and gas properties (see Note 5- Write down of impaired oil and gas properties).

General and administrative  costs were  $32,000 for  the first  quarter of  1999
compared to $58,000  in 1998  or a 44.8%  decrease.   This decrease  was due  to
decrease in staff and other cost cutting efforts.

Interest expense was  lower by  $5,000 from  the first  quarter of  1998.   This
decrease was  due to  the Company  selling it  properties on  6WN Road,  Natrona
County, Wyoming in  1998 and no  longer having the  associated notes payable  on
these properties in the first quarter of 1999.

Income taxes:

The Company has  significant net  operating loss  carryforwards, investment  tax
credit carryforwards, and other carryforward  items, and accordingly should  not
be liable for ordinary income taxes.

In addition, should the  Company utilize certain  loss carryforwards which  were
earned prior to the date of  the Company's quasi reorganization at December  31,
1988, Financial Accounting  Statement No. 109  requires that  deferred taxes  be
provided.  The Company has taken the position that to provide such disclosure is
not only meaningless but somewhat distortive.   As of the first quarter 1999  no
such income tax provision would have been necessary.

Year 2000 Compliance

The Company computer systems, software and related technologies are affected  by
the Year 2000 compliance issue. We have been identifying and correcting affected
applications to ensure that all  of our key computer  systems will be Year  2000
compliant by early 1999.  The Company is  also in the  process of determining if
some of its  accounting software should  be replaced or  updated.   We are  also
working with our vendors and suppliers  to ensure their compliance.  It  appears
that the Company will have no  trouble meeting this goal.   Cost to modify  such
applications have been, and are estimated,  to remain immaterial to our  results
of operations or financial condition.
<PAGE>

                           Part II OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

Items filed on 8-K.

On November 9. 1998, The Board of Directors of Hawks Industries, Inc. authorized
the repurchase of up  to forty thousand shares  of Hawks Industries, Inc  common
stock on the open  market or in negotiated  transactions, depending upon  market
conditions.

Exhibits

On March 1, 1999, the Board of Directors of Hawks Industries, Inc. authorized an
additional repurchase of 30,000 shares.

Through March 31, 1999, The  Company has acquired 66,175  shares or 5.1% of  the
outstanding common shares.
<PAGE>

                                   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.

                                      HAWKS INDUSTRIES, INC.
                                      (Registrant)
Date:   February 11, 2000             By:    /s/ Bruce A. Hinchey
                                             --------------------
                                        Bruce A. Hinchey, President and
                                        Chief Executive Officer
Date:   February 11, 2000             By:    /s/ Bill Ukele
                                             --------------
                                        Bill Ukele, Controller and
                                        Chief Financial Officer

<PAGE>