SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D. C. 20549


                                FORM 10-K/A

                     FOR ANNUAL AND TRANSACTION REPORTS
                  PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

(Mark One)
|X|   ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                For the fiscal year ended December 31, 2001

                                     OR

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

       For the transition period from _____________ to _____________


                       Commission file number 0-22206

                            NIAGARA CORPORATION
                            -------------------
           (Exact Name of Registrant as Specified in its Charter)

                Delaware                                        59-3182820
                --------                                        ----------
     (State or Other Jurisdiction of                         (I.R.S. Employer
     Incorporation or Organization)                         Identification No.)

 667 Madison Avenue, New York, New York                            10021
 --------------------------------------                            -----
(Address of Principal Executive Offices)                         Zip Code

     Registrant's telephone number, including area code: (212) 317-1000
      Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act:
                  Common Stock, par value $.001 per share

         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 by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein. /X/

         As of April 26, 2002, the aggregate market value of the voting
stock held by non-affiliates of the registrant was approximately $9,024,946
(assumes the registrant's officers, directors and all stockholders holding
5% of the outstanding shares are affiliates).

         There were 8,238,517 shares of the Registrant's Common Stock
outstanding as of April 26, 2002.

         Documents Incorporated by Reference:  None.

<PAGE>

         This filing amends the previously filed Annual Report on Form 10-K
of Niagara Corporation ("Niagara") for the fiscal year ended December 31,
2001 (the "Form 10-K"). As stated in the Form 10-K, the Items comprising
Part III thereof would be filed by amendment or incorporated by reference
from Niagara's Proxy Statement for its 2002 Annual Meeting of Stockholders.

                                  PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


Directors

         Certain information with respect to the directors of Niagara is
set forth below.

         Michael J. Scharf, 59, has been the Chairman of the Board,
President and Chief Executive Officer of Niagara since its inception in
1993. He has also served as the Chairman of the Board and Chief Executive
Officer of Niagara LaSalle Corporation ("Niagara LaSalle") and LaSalle
Steel Company ("LaSalle") since the dates of their acquisition by Niagara
and Niagara LaSalle, respectively, and currently holds various other
positions with such subsidiaries. Since March 1999, Mr. Scharf has also
been the Chairman of the Board and a director of Niagara LaSalle (UK)
Limited ("Niagara UK"), a subsidiary of Niagara which acquired eight U.K.
steel bar businesses during May 1999. Since August 1994, Mr. Scharf has
been a director of Maxcor (see below), and until August 1997, was also a
Vice President of Maxcor and its Secretary and Treasurer. Mr. Scharf
received an A.B. degree from Princeton University and an M.B.A. from the
Harvard Business School.

         Gilbert D. Scharf, 53, has been the Secretary and a director of
Niagara since its inception, and until March 1998, was also a Vice
President of Niagara and its Treasurer. He has also served as a director of
Niagara LaSalle and LaSalle since the dates of their acquisition by Niagara
and Niagara LaSalle, respectively. Since August 1994, Mr. Scharf has been
Chairman of the Board, President and Chief Executive Officer of Maxcor
Financial Group Inc., a holding company with operating subsidiaries in the
financial services industry ("Maxcor"), and currently holds the same
positions with Euro Brokers Investment Corporation, a financial services
company and subsidiary of Maxcor, as well as of a number of its
subsidiaries. Mr. Scharf received a B.A. degree from Duke University.

         Frank Archer, 65, has been a director of Niagara since May 1998.
Mr. Archer has been the President and a director of Niagara LaSalle since
its formation in 1986 and the President and a director of LaSalle since
April 1997 when it was acquired by Niagara LaSalle. Mr. Archer received a
Certificate in Tool and Die Design from the Cleveland Engineering Institute
and an Associates degree from John Carroll University. He also attended the
Advanced Management Program at the Harvard Business School.

         Gerald L. Cohn, 73, has been a director of Niagara since its
inception. Mr. Cohn is a private investor who, since 1968, has been
involved in the financing and acquisition of companies, including AgMet,
Inc., a refiner of precious metals and a recycler of ferrous and
non-ferrous metals, Cadillac Cable Corp., a multi-plant manufacturer of
copper and aluminum building wire, Pepco, Inc., a ferrous and non-ferrous
metal recycler and ferrous stevedoring and shipping company, and DVI, Inc.,
a health service finance company for which Mr. Cohn currently serves as a
financial advisory consultant and a director. He is also a director of
Diametrics Medical, Inc. and Frazier Healthcare Investments, L.P. Mr. Cohn
attended Penn State University. He is a member of the Board's Audit
Committee and the Chairman of its Compensation Committee.

         Andrew R. Heyer, 43, has been a director of Niagara since its
inception. Since February 2000, Mr. Heyer has been a Managing Director of
Trimaran Fund Management, L.L.C., the investment advisor to Trimaran Fund
II, L.L.C., a private equity fund. Since July 1998, Mr. Heyer has also been
a member of the Investment Committee of Trimaran Advisors, L.L.C, the
investment advisor to Caravelle Investment Fund, L.L.C. and Caravelle
Investment Fund II, L.L.C., each of which is a collateralized debt
obligation fund. Since June 2001, Mr. Heyer has been a Vice Chairman, and
from August 1995 through June 2001, he was a Managing Director and co-head
of the Leveraged Finance Group, of CIBC World Markets Corp., an investment
banking firm. Since August 1995, Mr. Heyer has also been co-head of CIBC
Argosy Merchant Banking Funds. He is also a director of Hain Celestrial
Food Group, Inc. Mr. Heyer received a B.S. degree and an M.B.A. from the
Wharton School of the University of Pennsylvania. He is the Chairman of the
Board's Audit Committee.

         Douglas T. Tansill, 63, has been a director of Niagara since March
1998. Since January 2000, Mr. Tansill has been a private investor and
financial consultant. From November 2000 to January 2002, Mr. Tansill was
an Advisor to UBS Warburg, an investment banking firm. From December 1994
through August 1998, Mr. Tansill was a Managing Director, and from August
1998 through November 2000, he was an Advisory Director, in the Investment
Banking Division at Paine Webber Incorporated, an independent national
securities firm. Mr. Tansill received a B.A. degree from Trinity College
and an M.B.A. from the Harvard Business School. He is a member of the
Board's Audit and Compensation Committees.


Executive Officers

         Set forth below is certain information with respect to each of the
executive officers of Niagara who is not also a director of Niagara.

         Raymond Rozanski, 56, has been a Vice President and the Treasurer
of Niagara since March 1998, an Executive Vice President, the Secretary,
Treasurer and a director of Niagara LaSalle since its formation, and an
Executive Vice President, the Treasurer and a director of LaSalle since it
was acquired by Niagara LaSalle. Mr. Rozanski has also been the Secretary
and a director of Niagara UK since March 1999. Mr. Rozanski received a B.S.
degree in Business Administration from the State University of New York at
Buffalo.

         Marc J. Segalman, 43, has been the Executive Vice President and
General Counsel of Niagara since January 2002, and from September 1997
through January 2002, he was a Vice President of Niagara and its General
Counsel. Mr. Segalman has also been an Executive Vice President and the
General Counsel of Niagara LaSalle and LaSalle since March 2000. From
October 1987 through August 1997, Mr. Segalman practiced law in the mergers
and acquisitions group of Skadden, Arps, Slate, Meagher & Flom LLP. Mr.
Segalman received an A.B. degree from Dartmouth College and a J.D. degree
from the Boston University School of Law.

         Michael J. Scharf and Gilbert D. Scharf are brothers. There are no
other family relationships among Niagara's directors or executive officers.


Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") requires Niagara's directors, officers and persons who
beneficially own more than 10% of a registered class of Niagara's equity
securities ("10% stockholders") to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and changes in
ownership in Niagara's equity securities and to furnish Niagara with copies
of all such forms. Based solely on its review of copies of such forms
received by it, and written representations that no other reports were
required, Niagara believes that all such Section 16(a) filing requirements
applicable to its directors, officers and 10% stockholders with respect to
Niagara's fiscal year ended December 31, 2001 and its prior fiscal years
were complied with on a timely basis.


<PAGE>

ITEM 11. EXECUTIVE COMPENSATION


Summary Compensation Table

         The following table summarizes compensation paid by Niagara and
its subsidiaries during each of the last three fiscal years to its Chief
Executive Officer and its other executive officers as of December 31, 2001
(collectively, the "Named Executive Officers").

<TABLE>
<CAPTION>
                                                                            Long-Term
                                                                           Compensation
                                                                           ------------
                                                                            Securities
                                           Annual Compensation              Underlying
                                           -------------------              Options (No.          All Other
         Executive Officer             Year     Base Salary    Bonus(1)     of Shares)          Compensation(2)
         -----------------             ----     -----------    --------     --------------      ---------------
<S>                                    <C>      <C>            <C>               <C>             <C>
Michael J. Scharf                      2001     $  480,000            --               --        $   13,229
  Chairman, Chief Executive            2000     $  480,000     $ 240,000               --        $   12,563
    Officer and President              1999     $  480,000                        600,000        $   11,857
                                                                     --

Frank Archer                           2001     $  325,000            --               --        $   37,317(3)
  President of Niagara LaSalle         2000     $  225,000     $ 125,000               --        $   12,563
    and LaSalle                        1999     $  225,000            --          100,000        $   12,000


Marc J. Segalman                       2001     $  300,000            --               --        $   13,229
   Executive Vice President and        2000     $  225,000     $  75,000               --        $   12,563
       General Counsel                 1999     $  225,000            --               --        $   12,000


Raymond Rozanski                       2001     $  225,000            --               --        $   13,229
   Vice President and Treasurer        2000     $  225,000            --               --        $   12,563
                                       1999     $  225,000            --          100,000        $   12,000

</TABLE>

(1)    Paid in subsequent year.

(2)    Amounts include (i) employer matching and additional contributions
       under the Niagara LaSalle 401(k) Retirement Savings Plan equal to a
       100% match for the first 3% of employee contributions, a 50% match
       for the next 2% of employee contributions and an additional employer
       contribution equal to 2% of earnings, subject, in each case, to
       certain limitations, (ii) annual premiums ranging from $1,080 to
       $1,685 on life insurance policies providing coverage for such
       officers of two times annual salary, up to a maximum of $500,000 and
       (iii) annual premiums ranging from $1,283 to $1,344 on long-term
       disability policies providing for, in the event of disability,
       two-thirds of monthly earnings, up to a maximum of $15,000 per
       month. Certain perquisites and other personal benefits that
       aggregate in each case to less than the lesser of either $50,000 or
       10% of the Named Executive Officer's annual salary and bonus have
       been omitted pursuant to Item 402(b)(2)(iii)(C)(1) of Regulation S-K.

(3)    Amount includes annual premiums of (i) $ 20,000 on approximately $
       3.5 million of supplemental life insurance coverage and (ii) $ 4,088
       on long-term care policy providing for, in the event of certain
       disabilities, $ 300 per day up to a maximum of $ 657,000.


Stock Option Grants

         No stock options were granted to any of the Named Executive
Officers during 2001.


Stock Option Exercises and Fiscal Year End Values

         No stock options were exercised by any of the Named Executive
Officers during 2001.

         The following table sets forth, for each Named Executive Officer,
the number of shares of Niagara Common Stock underlying the total number of
stock options held by him at Niagara's December 31, 2001 fiscal year end.
Based on the closing price for Niagara Common Stock as of such date, none
of the stock options granted by Niagara to its Named Executive Officers
were in-the-money.



<PAGE>

                 EXERCISABLE/UNEXERCISABLE STOCK OPTIONS AT
                              FISCAL YEAR END

                                              Number of Shares Underlying
                                            Options at 2001 Fiscal Year End
                                            -------------------------------

              Name                         Exercisable        Unexercisable
              ----                         -----------        -------------

              Michael J. Scharf              520,000             380,000

              Frank Archer                   290,000              60,000

              Raymond Rozanski               290,000              60,000

              Marc J. Segalman                50,000                  --


Pension Plan Table

      The following table sets forth estimated annual benefits payable to
Michael Scharf upon his retirement from Niagara under his Employment
Agreement (see "Employment Contracts - Michael Scharf") based upon
estimates of his Final Average Pay (as described below) and years of
service with Niagara.


                             PENSION PLAN TABLE

                                           Years of Service
                             ------------------------------------------------

   Final Average Pay             10                 15                20
   -----------------         -----------        -----------       -----------

        $500,000              $125,000           $187,500          $250,000

        $550,000              $137,500           $206,250          $275,000

        $600,000              $150,000           $225,000          $300,000

        $650,000              $162,500           $243,750          $325,000

        $700,000              $175,000           $262,500          $350,000

        $750,000              $187,500           $281,250          $375,000

        $800,000              $200,000           $300,000          $400,000


      Mr. Scharf's Employment Agreement provides that he will be entitled,
commencing on the first day of the month following his termination of
employment with Niagara, to receive an annual retirement benefit equal in
amount to his Final Average Pay, multiplied by the product of his years of
service with Niagara and 2.5%, with 50% of such annual amount to be paid to
his surviving spouse during her lifetime. Final Average Pay is defined in
Mr. Scharf's Employment Agreement to mean the highest average of his
combined annual salary and bonus over a three-consecutive-year period
during the ten-year period immediately preceding the year in which he
incurs a termination of his employment with Niagara. Mr. Scharf's current
Final Average Pay is $626,667. He has 8.67 years of service with Niagara as
of December 31, 2001. The estimated annual benefits set forth in the
Pension Plan Table are computed on a straight-life annuity basis,
commencing at normal retirement age, and are not subject to any deduction
for social security or other offsetting amounts.


Employment Contracts

Michael Scharf

      Niagara and Niagara LaSalle entered into an employment agreement with
Michael Scharf dated as of January 1, 1999 (the "Employment Agreement"),
providing, among other things, that he will continue to serve as the
Chairman, Chief Executive Officer and President of Niagara and the Chairman
and Chief Executive Officer of Niagara LaSalle for the term of the
Employment Agreement. Such term will be for five years, subject to annual
one-year extensions commencing on January 1, 2002 unless Niagara or Mr.
Scharf provides the other with timely notice not to extend. The Employment
Agreement provides that Mr. Scharf will be entitled to (i) an annual base
salary ("Annual Base Salary") of not less than $480,000; (ii) a
performance-based annual incentive bonus subject to the approval of
Niagara's stockholders (which was approved at Niagara's 1999 Annual Meeting
of Stockholders); (iii) a supplemental annual retirement benefit ("SERP")
equal in amount to Mr. Scharf's Final Average Pay (as defined in the
Employment Agreement), multiplied by the product of Mr. Scharf's years of
service with Niagara and 2.5%, with 50% of such annual amount to be paid to
Mr. Scharf's surviving spouse during her lifetime; (iv) annual grants of
stock options as determined by the Compensation Committee of Niagara's
Board of Directors; and (v) medical coverage and specified fringe benefits.

      If Mr. Scharf's employment is terminated by Niagara without Cause (as
defined in the Employment Agreement) or by Mr. Scharf due to a breach of
the Employment Agreement by Niagara, Niagara will (i) provide Mr. Scharf
with a lump sum amount equal to the product of (A) the greater of three and
the number of years remaining in the term of the Employment Agreement
("Severance Multiple"), and (B) the sum of Mr. Scharf's then current Annual
Base Salary and the greater of Mr. Scharf's three-year average annual bonus
and the target bonus for the year of termination; (ii) provide Mr. Scharf
with a pro rata bonus for the year of termination; (iii) for the number of
years equal to the Severance Multiple, provide Mr. Scharf with additional
years of service credit under the SERP, continued life insurance benefits
and continued exercisability of stock options; and (iv) cause all of Mr.
Scharf's outstanding equity awards to vest. Mr. Scharf would also receive a
gross-up payment for any excise tax payable under Section 4999 of the
Internal Revenue Code of 1986, as amended.

Other Named Executive Officers

      No Named Executive Officer other than Michael Scharf is a party to an
employment agreement with Niagara or any of its subsidiaries which is
currently in effect.

Compensation of Directors

      The members of the Board of Directors are compensated in a manner and
at a rate determined from time to time by the full Board. Each member of
the Board of Directors, other than Michael Scharf and Frank Archer,
received $10,000 as compensation for his service as a director during 2001.

      Niagara maintains directors and officers liability insurance which
insures directors and officers of Niagara and its subsidiaries against
certain liabilities by them while serving in such capacities, and
reimburses Niagara for certain indemnification payments made by Niagara to
directors and officers of Niagara and its subsidiaries. These policies
extend through March 12, 2003 at a total annual premium of $114,450. No
claims have been made under these policies.


Compensation Committee Interlocks and Insider Participation

      The Compensation Committee of the Board of Directors is comprised of
Gerald L. Cohn and Douglas T. Tansill. There are no "interlocks" as defined
by the SEC with respect to any director who serves or for any part of 2001
served as a member of the Compensation Committee.

<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Set forth below is certain information concerning beneficial
ownership of Niagara's Common Stock as of April 26, 2002 by (i) each director
of Niagara, (ii) each Named Executive Officer, (iii) all directors and
executive officers of Niagara as a group and (iv) based on public filings
made through April 26, 2002, persons known by Niagara to be the beneficial
owners of 5% or more of the outstanding shares of Niagara Common Stock.

<TABLE>
<CAPTION>
                                                                                            Percentage
                        Name (1)                          Number of Shares (2)        Beneficially Owned (3)
                        --------                          --------------------        ----------------------
<S>                                                           <C>                            <C>
Michael J. Scharf.......................................         3,115,000 (4)                 35.0%

Gilbert D. Scharf.......................................           595,700 (5)                  7.2%

Raymond Rozanski........................................           316,250 (6)                  3.7%

Frank Archer............................................           310,000                      3.6%

Andrew R. Heyer.........................................            72,500                        *

Gerald L. Cohn..........................................            59,000                        *

Marc J. Segalman .......................................            50,000                        *

Douglas T. Tansill......................................            44,000                        *

All directors and executive officers as a group
 (eight persons)........................................         4,562,450                     46.8%

Dimensional Fund Advisors Inc. (7)......................           567,800                      6.9%

Wynnefield Group (8)....................................           507,019                      6.2%

</TABLE>

*  Less than 1%

(1)    The address of each stockholder, other than Dimensional and the
       Wynnefield Group (each as defined below), is c/o Niagara
       Corporation, 667 Madison Avenue, 11th Floor, New York, New York 10021.

(2)    Includes shares of Niagara Common Stock issuable upon the exercise of
       stock options held by the stockholder that are currently exercisable
       or exercisable within 60 days ("Exercisable Options"). Beneficial
       Ownership of Exercisable Options is as follows: Michael J. Scharf --
       660,000; Gilbert D. Scharf -- 49,000; Raymond Rozanski -- 310,000;
       Frank Archer -- 310,000; Andrew R. Heyer -- 49,000; Gerald L. Cohn --
       49,000; Marc J. Segalman -- 50,000; Douglas T. Tansill -- 24,000; and
       all directors and executive officers as a group -- 1,501,000.

(3)    Based upon 8,238,517 shares of Niagara Common Stock outstanding as
       of April 26, 2002, plus any shares of Niagara Common Stock issuable
       upon the exercise of Exercisable Options held by the stockholder
       (but not by any other stockholder).

(4)    Includes 205,000 shares of Niagara Common Stock held by the Michael J.
       Scharf 1987 Grantor Income Trust and 194,500 shares of Common Stock
       held by the Scharf Family 1989 Trust. Michael Scharf is trustee of
       both of these trusts.

(5)    Includes 433,700 shares of Niagara Common Stock held by the Gilbert
       D. Scharf Living Trust, of which Gilbert Scharf is the sole trustee
       and 5,000 shares held by Gilbert Scharf for his son under the New
       York Uniform Transfer to Minor Act.

(6)    Includes 6,250 shares of Niagara Common Stock held by a trust for the
       benefit of Mr. Rozanski's children, of which Mr. Rozanski is trustee.

(7)    Information with respect to Dimensional Fund Advisors, Inc.
       ("Dimensional") and its holdings of Niagara Common Stock is based on
       Dimensional's Schedule 13G/A filed with the SEC on January 30, 2002. The
       address of Dimensional is 1299 Ocean Avenue, 11th Floor, Santa Monica,
       California 90401.

(8)    Information with respect to Wynnefield Partners Small Cap Value, L.P.,
       Wynnefield Small Cap Value Offshore Fund, Ltd. and Wynnefield Partners
       Small Cap Value, L.P. I (collectively, the "Wynnefield Group") and
       their holdings of Niagara Common Stock is based on the Wynnefield
       Group's Schedule 13F filed with the SEC on February 14, 2002. The
       business address of each member of the Wynnefield Group is 450 Seventh
       Avenue, Suite 509, New York, New York 10123.

<PAGE>



ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


       Andrew Heyer, a director of Niagara, is a Vice Chairman, and through
June 2001, he was a Managing Director, of CIBC World Markets Corp. CIBC
World Markets Corp. is a subsidiary of CIBC Inc., which, through March 28,
2002, was a party to a $90 million revolving credit and term loan agreement
with Niagara LaSalle and LaSalle, the obligations of which are guaranteed
by Niagara. CIBC Inc.'s commitments under this credit agreement totaled
approximately $21.8 million at such time.

       On March 19, 2002, Niagara LaSalle loaned Frank Archer $110,000. The
loan was evidenced by a Promissory Note (the "Note") executed by Mr. Archer
in favor of Niagara LaSalle. Interest on the unpaid principal amount of the
Note accrues at 4.32 % per annum. Principal and interest on the Note are
payable in full on July 19, 2002, and Mr. Archer may prepay all or part of
the unpaid principal amount of the Note without premium or penalty. Mr.
Archer is a director of Niagara and the President of Niagara LaSalle and
LaSalle.


                                   PART IV


ITEM 14.    EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K.

   (c)   Exhibits

         4.1   Promissory Note, dated March 19, 2002, made by Frank Archer in
               favor of Niagara LaSalle Corporation.


<PAGE>


                                SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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,
on the 30th day of April, 2002.

                                        NIAGARA CORPORATION



                                        By:  /s/ Michael J. Scharf
                                             ---------------------
                                             Michael J. Scharf
                                             Chairman of the Board
                                             Chief Executive Officer and
                                                President


         Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>


<S>                                                <C>                                 <C>
     /s/ Michael J. Scharf                         Chairman of the Board,              April 30, 2002
---------------------------------                  Chief Executive Officer
     Michael J. Scharf                             and President


                                                   Vice President,
     /s/ Raymond Rozanski                          Chief Financial and                  April 30, 2002
---------------------------------                  Principal Accounting
     Raymond Rozanski                              Officer


     /s/ Gilbert D. Scharf                         Secretary and Director               April 30, 2002
---------------------------------
     Gilbert D. Scharf


     /s/ Frank Archer                              Director                             April 30, 2002
---------------------------------
     Frank Archer


     /s/ Gerald L. Cohn                            Director                             April 30, 2002
---------------------------------
     Gerald L. Cohn


     /s/ Andrew R. Heyer                           Director                             April 30, 2002
---------------------------------
     Andrew R. Heyer


     /s/ Douglas T. Tansill                        Director                             April 30, 2002
---------------------------------
     Douglas T. Tansill

</TABLE>