Carolina Power & Light Company
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.       ORGANIZATION AND BASIS OF PRESENTATION

         A.       Organization.  Carolina Power & Light Company (the Company) is
                  a  public  service   corporation   primarily  engaged  in  the
                  generation, transmission, distribution and sale of electricity
                  in  portions of North and South  Carolina.  The Company has no
                  other material segments of business.

         B.       Basis of Presentation.  These  consolidated  interim financial
                  statements  should be read in  onjunction  with the  Company's
                  consolidated  financial  statements  included in the Company's
                  1997 Annual  Report on Form 10-K.  The  amounts are  unaudited
                  but, in the  opinion of  management,  reflect all  adjustments
                  necessary to fairly present the Company's  financial  position
                  and  results of  operations  for the interim  periods.  Due to
                  temperature  variations  between  seasons  of the year and the
                  timing of outages of  electric  generating  units,  especially
                  nuclear-fueled  units,  the results of operations  for interim
                  periods are not necessarily indicative of amounts expected for
                  the  entire   year.   Certain   amounts  for  1997  have  been
                  reclassified  to  conform  to the 1998  presentation,  with no
                  effect on  previously  reported  net  income  or common  stock
                  equity.

                  In preparing financial  statements that conform with generally
                  accepted accounting principles, management must make estimates
                  and assumptions that affect the reported amounts of assets and
                  liabilities,  disclosure of contingent  assets and liabilities
                  at the  date  of  the  financial  statements  and  amounts  of
                  revenues and expenses  reflected during the reporting  period.
                  Actual results could differ from those estimates.

2.       NUCLEAR DECOMMISSIONING
         In  the  Company's   retail   jurisdictions,   provisions  for  nuclear
         decommissioning  costs are  approved  by the North  Carolina  Utilities
         Commission (NCUC) and the South Carolina Public Service  Commission and
         are based on site-specific estimates that include the costs for removal
         of all radioactive  and other  structures at the site. In the wholesale
         jurisdiction,  the  provisions  for nuclear  decommissioning  costs are
         based on amounts agreed upon in applicable  rate  agreements.  Based on
         the  site-specific  estimates  discussed  below,  and using an  assumed
         after-tax  earnings rate of 8.5% and an assumed cost escalation rate of
         4%, current levels of rate recovery for nuclear  decommissioning  costs
         are adequate to provide for  decommissioning  of the Company's  nuclear
         facilities.

         The Company's most recent  site-specific  estimates of  decommissioning
         costs were developed in 1993, using 1993 cost factors, and are based on
         prompt  dismantlement  decommissioning,  which  reflects  the  cost  of
         removal of all radioactive and other structures  currently at the site,
         with such removal occurring shortly after operating license expiration.
         These  estimates,  in 1993 dollars,  are $258 million for Robinson Unit
         No.  2, $235  million  for  Brunswick  Unit No.  1,  $221  million  for
         Brunswick  Unit  No. 2 and  $284  million  for the  Harris  Plant.  The
         estimates  are  subject  to  change  based  on  a  variety  of  factors
         including,  but not limited to, cost escalation,  changes in technology
         applicable to nuclear  decommissioning and changes in federal, state or
         local regulations.  The cost estimates exclude the portion attributable
         to North  Carolina  Eastern  Municipal  Power  Agency,  which  holds an
         undivided  ownership  interest  in the  Brunswick  and  Harris  nuclear
         generating  facilities.  Operating  licenses for the Company's  nuclear
         units  expire  in the year  2010 for  Robinson  Unit  No.  2,  2016 for
         Brunswick  Unit No. 1, 2014 for  Brunswick  Unit No. 2 and 2026 for the
         Harris Plant.

         The Financial  Accounting Standards Board has reached several tentative
         conclusions with respect to its project regarding  accounting practices
         related to  obligations  associated  with the  retirement of long-lived
         assets (formerly  referred to as liabilities for closure and removal of
         long-lived  assets).  It is uncertain when the final  statement will be
         issued  and  what  impacts  it may  ultimately  have  on the  Company's
         accounting for nuclear decommissioning and other retirement costs.

3.       RETAIL RATE MATTERS
         A petition was filed in July 1996 by the Carolina  Industrial Group for
         Fair Utility  Rates  (CIGFUR) with the NCUC,  requesting  that the NCUC
         conduct  an  investigation  of the  Company's  base  rates or treat its
         petition as a complaint against the Company.  The petition alleged that
         the Company's return on equity (which was authorized by the NCUC in the
         Company's  last general rate  proceeding  in 1988) and earnings are too
         high.  In  December  1996,  the NCUC issued an order  denying  CIGFUR's
         petition and stating that it tentatively found no reasonable grounds to
         proceed with CIGFUR's petition as a complaint.  In January 1997, CIGFUR
         filed its Comments and Motion for Reconsideration, to which the Company
         responded.  In February 1997, the NCUC issued an order denying CIGFUR's
         Motion for Reconsideration. CIGFUR filed a Notice of Appeal of the NCUC
         Order with the North Carolina  Court of Appeals.  The Company filed its
         brief in this matter in July 1997,  and oral  argument  was held before
         the North  Carolina  Court of Appeals in  November  1997.  The  Company
         cannot predict the outcome of this matter.

4.       COMMITMENTS AND CONTINGENCIES

         Contingencies existing as of the date of these statements are described
         below.  No  significant  changes have occurred since December 31, 1997,
         with respect to the  commitments  discussed in Note 11 of the financial
         statements included in the Company's 1997 Annual Report on Form 10-K.

         A.       Applicability of SFAS-71.  As a regulated entity,  the Company
                  is  subject  to  the  provisions  of  Statement  of  Financial
                  Accounting  Standards No. 71,  "Accounting  for the Effects of
                  Certain  Types  of  Regulation"  (SFAS-71).  Accordingly,  the
                  Company records certain assets and liabilities  resulting from
                  the  effects of the  ratemaking  process,  which  would not be
                  recorded under generally  accepted  accounting  principles for
                  unregulated  entities.  The  Company's  ability to continue to
                  meet the criteria for  application  of SFAS-71 may be affected
                  in  the  future  by  competitive   forces,   deregulation  and
                  restructuring in the electric utility  industry.  In the event
                  that SFAS-71 no longer  applied to a separable  portion of the
                  Company's   operations,    related   regulatory   assets   and
                  liabilities   would  be  eliminated   unless  an   appropriate
                  regulatory recovery mechanism is provided. Additionally, these
                  factors  could  result in an  impairment  of electric  utility
                  plant assets as determined  pursuant to Statement of Financial
                  Accounting  Standards No. 121,  "Accounting for the Impairment
                  of Long-Lived  Assets and for Long-Lived Assets to Be Disposed
                  Of." At  March  31,  1998,  the  Company's  regulatory  assets
                  totaled $525 million.

         B.       Claims and Uncertainties.

                  1)  The  Company  is  subject  to  federal,  state  and  local
                  regulations  addressing air and water  quality,  hazardous and
                  solid waste management and other environmental matters.

                  Various  organic  materials  associated with the production of
                  manufactured  gas,  generally  referred  to as coal  tar,  are
                  regulated  under  various  federal and state  laws.  There are
                  several  manufactured  gas  plant  (MGP)  sites to  which  the
                  Company and certain  entities  that were later merged into the
                  Company had some  connection.  In this  regard,  the  Company,
                  along with others,  is participating  in a cooperative  effort
                  with the North Carolina  Department of Environment and Natural
                  Resources,  Division  of Waste  Management  (DWM),  which  has
                  established  a uniform  framework  to address  MGP sites.  The
                  investigation  and  remediation  of specific MGP sites will be
                  addressed  pursuant  to one or more  Administrative  Orders on
                  Consent (AOC) between the DWM and the potentially  responsible
                  party or parties.  The Company has signed AOC's to investigate
                  certain  sites.  The  Company  continues  to  investigate  the
                  identities of parties  connected to individual MGP sites,  the
                  relative  relationships  of the Company  and other  parties to
                  those sites and the degree to which the Company will undertake
                  efforts with others at individual  sites. The Company does not
                  expect these costs to be material to the financial position of
                  the Company.

                  The Company has been notified by regulators of its involvement
                  or  potential  involvement  in several  sites,  other than MGP
                  sites, that may require remedial action.  Although the Company
                  cannot  predict  the  outcome  of these  matters,  it does not
                  expect costs associated with these sites to be material to the
                  financial position of the Company.

                  The  Company  carries  a  liability  for the  estimated  costs
                  associated with certain remedial activities. This liability is
                  not material to the financial position of the Company.

                  2) As required under the Nuclear Waste Policy Act of 1982, the
                  Company  entered into a contract  with the U.S.  Department of
                  Energy  (DOE)  under  which the DOE  agreed to  dispose of the
                  Company's  spent  nuclear  fuel by January 31,  1998.  The DOE
                  defaulted on its January 31, 1998,  obligation to begin taking
                  spent  nuclear fuel,  and a group of utilities,  including the
                  Company,  is  considering  measures  to force  the DOE to take
                  spent  nuclear  fuel or to pay damages  from monies other than
                  the Nuclear Waste Fund. The Company cannot predict the outcome
                  of this matter.

                  With certain  modifications,  the Company's spent fuel storage
                  facilities  will be  sufficient  to provide  storage space for
                  spent fuel  generated  on the  Company's  system  through  the
                  expiration  of the current  operating  licenses for all of the
                  Company's  nuclear   generating   units.   Subsequent  to  the
                  expiration of these licenses, dry storage may be necessary.

                  3) In the opinion of management,  liabilities, if any, arising
                  under other pending claims would not have a material effect on
                  the financial position, results of operations or cash flows of
                  the Company.


<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

RESULTS OF OPERATIONS
For the Three and Twelve Months Ended March 31, 1998,
As Compared With the Corresponding Periods One Year Earlier

Operating Revenues

For the three and twelve  months ended March 31, 1998,  operating  revenues were
affected by the following factors (in millions):

                                                 Three Months    Twelve Months

  Customer growth/changes in usage patterns      $  7            $ 126

  Sales to other utilities                         14               46

  Price                                            (8)             (43)

  Weather                                          11                -

  Sales to Power Agency                             9                -

  Other                                             3                3
                                                    -                -

     Total                                       $ 36            $ 132
                                                   ==              ===


The  increase in the  customer  growth/changes  in usage  patterns  component of
revenue for both comparison  periods reflects  continued growth in the number of
customers  served by the  Company.  Sales to other  utilities  increased in both
comparison  periods as a result of the Company's active pursuit of opportunities
in the wholesale power market.  The price-related  decrease for the three months
ended March 31, 1998, is primarily  attributable  to a decrease in the fuel cost
component of revenue.  The  price-related  decrease for the twelve  months ended
March 31, 1998, is due to a combination of a decrease in the fuel cost component
of revenue and changes to the Power Coordination Agreement, which were effective
January 1, 1997,  between  the Company and North  Carolina  Electric  Membership
Corporation  . The  increase in the weather  component  of revenue for the three
months ended March 31, 1998,  was due to colder  weather in the current  period,
although  temperatures  were  significantly  milder than normal.  For the twelve
months ended March 31, 1997, both the customer  growth/changes in usage patterns
and weather  components  of revenue  were  affected by lost  revenues  caused by
Hurricanes  Fran and Bertha.  The increase in revenue  related to sales to North
Carolina  Eastern  Municipal  Power Agency  (Power  Agency) for the three months
ended March 31, 1998, is primarily due to year-to-year differences in the timing
of supplemental capacity adjustments.

Operating Expenses

Fuel  expense  increased  for  both  periods  primarily  due to an  increase  in
generation of approximately  10% and 8.4% for the three months and twelve months
ended March 31, 1998, respectively.  The increase for both periods is related to
a change in the  generation  mix,  with an increase in fossil  generation  and a
decrease in nuclear generation.

Other  operation and maintenance  expense  decreased for the twelve months ended
March 31, 1998,  reflecting the Company's continued cost reduction efforts. Also
contributing  to the decrease were lower  expenses  resulting  from fewer fossil
outages during the current period.

Depreciation and amortization increased approximately $71 million for the twelve
months ended March 31, 1998, of which  approximately $51 million was a result of
the accelerated  amortization of certain regulatory assets, and approximately $5
million  resulted from the  amortization  of deferred  operation and maintenance
expenses  associated  with  Hurricane  Fran, in accordance  with orders from the
commissions in the Company's retail jurisdictions.

Income tax expense  increased for the three- and twelve-month  periods primarily
due to an increase in pretax operating income. For the twelve-month  period, the
increase  in income  tax  expense  was  partially  offset by the  effects of tax
provision adjustments recorded for potential audit issues in open tax years.

Harris Plant deferred costs, net decreased for both comparison periods primarily
due to the  completion,  in late 1997, of the  amortization  of the Harris Plant
phase-in costs related to the North Carolina retail jurisdiction.

Other Income

The  income tax  credit  (i.e.,  income  tax  benefit)  related to other  income
increased  for both  comparison  periods  primarily as a result of a decrease in
other income.

Interest income increased for both comparison  periods  primarily as a result of
tax refund-related interest income.

Other income,  net decreased for the three-month  period primarily due to losses
incurred on certain  diversified  investments which are in start-up phases.  For
the  twelve-month  period,  the  decrease  in other  income,  net was  partially
attributable to losses incurred on those diversified  investments.  In addition,
the decrease in the twelve-month  period was due to an adjustment of $23 million
to the  unamortized  balance of  abandonment  costs related to the Harris Plant,
which had increased other income in the prior period.

Interest Charges

Net interest charges  decreased for both reported periods  primarily as a result
of a decrease in commercial paper borrowings. This decrease was partially offset
by an increase in interest due to the issuance of $200 million  principal amount
of first mortgage bonds in August 1997.

Preferred Stock Dividend Requirements

The decrease in the preferred  stock dividend  requirements  for both periods is
the result of the redemption of two preferred stock series in July 1997.


MATERIAL CHANGES IN LIQUIDITY AND CAPITAL RESOURCES
From December 31, 1997 to March 31, 1998
and From March 31, 1997 to March 31, 1998

Cash Flow and Financing

The proceeds from commercial paper borrowings and/or internally  generated funds
financed the retirement of long-term debt totaling $40 million during the twelve
months ended March 31, 1998.

In July 1997, the Company  redeemed all 500,000 shares of $7.72 Serial Preferred
Stock and all 350,000 shares of $7.95 Serial  Preferred  Stock,  at a redemption
price of $101 per share. The redemptions were funded with additional  commercial
paper borrowings and/or internally generated funds.

In August  1997,  the Company  issued  $200  million  principal  amount of first
mortgage  bonds.  The net  proceeds  from the  issuance  were used to reduce the
outstanding  balance of commercial paper and other short-term debt and for other
general corporate purposes.  There were no other long-term debt issuances during
the twelve months ended March 31, 1998.

As of March 31, 1998, the Company's  revolving  credit  facilities  totaled $515
million,  substantially  all of which are long-term  agreements  supporting  its
commercial paper borrowings.  In addition,  on April 1, 1998 the Company entered
into a new $150 million  short-term  revolving credit agreement.  The Company is
required  to  pay  minimal  annual   commitment  fees  to  maintain  its  credit
facilities.  Consistent  with  management's  intent to maintain a portion of its
commercial  paper  on a  long-term  basis,  and as  supported  by its  long-term
revolving credit facilities, the Company included in long-term debt $280 million
and $350 million of commercial paper  outstanding as of March 31, 1998 and 1997,
respectively.

The Company's capital structure as of March 31 was as follows:

                                         1998          1997
                                         ----          ----
           Common Stock Equity          53.06%        50.44%
           Long-term Debt, net          45.83%        46.89%
           Preferred Stock               1.11%         2.67%

The Company's First Mortgage Bonds are currently rated "A2" by Moody's Investors
Service,  "A" by  Standard  and  Poor's  and  "A+" by Duff and  Phelps.  Moody's
Investors  Service,  Standard  and  Poor's  and Duff and  Phelps  have rated the
Company's commercial paper "P-1", "A-1" and "D-1", respectively.


OTHER MATTERS

Competition

North Carolina Activities

The study  commission  established to evaluate the future of electric service in
North Carolina  continued to meet and hold public hearings around the state. The
Company  participated in the  commission's  meetings and filed comments with the
commission on March 31, 1998. The commission has retained consultants to conduct
analyses and studies concerning various deregulation issues,  including stranded
costs,  state and local tax  implications and electric rate  comparisons.  These
projects  are in progress and are  scheduled  to be completed  over the next six
months. The commission will make an interim report,  summarizing its activities,
to the 1998 North Carolina General  Assembly.  The commission's  final report is
due in 1999. The Company cannot predict the outcome of this matter.

South Carolina Activities

In January 1998, the South Carolina Public Service Commission (SCPSC) rejected a
power  marketer's  petition  requesting that the SCPSC bypass the South Carolina
General Assembly and open South Carolina's electricity markets to competition by
1999. The South Carolina General Assembly's House Utility Subcommittee continues
to meet and discuss the  deregulation  issue.  The  Company  cannot  predict the
outcome of this matter.

Federal Activities

In January 1998,  the Internal  Revenue  Service ruled that public power systems
can compete in deregulated markets without jeopardizing the tax-exempt status of
their  existing  debt. In March 1998,  the Clinton  Administration  unveiled its
recommended  guidelines  for bringing  competition  and  customer  choice to the
electric  industry.  Key provisions  would  accomplish the following:  encourage
states to begin retail  competition by 2003, but allow them to "opt out" if they
determine  they  would be better  off under the  current  regulated  system or a
different  plan;  allow  utilities to recover their  legitimate  stranded costs;
triple the use of renewable energy, such as solar and wind, by mandating that at
least  5.5  percent  of the  nation's  electricity  be  from  renewable  sources
(excluding  hydro) by 2010; and impose consumer  labeling  standards,  requiring
electricity  suppliers to disclose  information about their pricing,  generation
mix and plant emissions. In April 1998, the national trade associations of rural
electric co-ops and public power interests requested that the federal government
impose a two-year  hold on mergers  between  electric  utilities.  Congressional
discussion of deregulation is expected to continue during 1998;  however,  it is
uncertain whether Congress will pass legislation regarding  deregulation this
year. The Company cannot predict the outcome of this matter.

Year 2000 Computer Issues

The Company initiated steps in 1994 to bring its computer systems into Year 2000
compliance.  Only a few of the Company's core business applications remain to be
converted.  All  remaining  computer  systems,  including  equipment and devices
containing  microprocessors,  are  being  evaluated  and  will be  converted  or
replaced if  necessary.  The  estimated  costs to be incurred are expected to be
determined in 1998.

The Year 2000 issue may affect other  entities with which the Company  transacts
business.  During the second  quarter of 1998,  the Company  will be  initiating
company-wide  efforts to evaluate  whether these  entities will be compliant and
identify  contingency  plans  to be put  in  place  to  counteract  the  adverse
consequences  of any entity's  failure to adequately  address these issues.  The
Company cannot predict the outcome of these matters.

<PAGE>
PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

Legal aspects of certain  matters are set forth in Part I, Item 1, Notes 3 and 4
of the Company's financial statements.

Item 2.  Changes in Securities and Use of Proceeds

ACQUISITION OF PARKE INDUSTRIES, INCORPORATED:

(a) Securities  Delivered.  On February 11, 1998, 19,496 shares of the Company's
common stock (Common Shares) that had been recently purchased in the open market
by the Company's wholly-owned subsidiary,  Strategic Resource Solutions Corp., a
North Carolina  Enterprise  Corporation  (SRS), were delivered by SRS as part of
the  consideration  for the  purchase  of  certain  assets of Parke  Industries,
Incorporated,  a California  corporation  (Parke).  In addition,  on each of the
first three  anniversaries of the closing,  SRS is obligated to deliver to Parke
additional  Common  Shares  having a market value of $450,000.  Finally,  SRS is
obligated to deliver to Parke additional  Common Shares,  in amounts that cannot
currently be determined,  if certain  financial  performance  objectives for the
years  1998  through  2000 are met.  These  Common  Shares  delivered,  or to be
delivered, by SRS pursuant to the Parke asset purchase agreement were or will be
acquired in market transactions, and do not represent newly-issued shares of the
Company.

(b) Underwriters and Other  Purchasers.  No underwriters were used in connection
with the  transactions  identified  above.  Parke was the only  recipient of the
Common Shares.

(c)  Consideration.  The consideration for the Common Shares was the delivery of
certain assets of Parke pursuant to the asset purchase agreement.

(d) Exemption from  Registration  Claimed.  The Common Shares  described in this
Item were delivered on the basis of an exemption from registration under Section
4(2) of the  Securities  Act of 1933.  The Common  Shares  were  received by one
corporation  and are  subject to  restrictions  on resale  typical  for  private
placements.
Appropriate disclosure was made to the recipient of the Common Shares.


RESTRICTED STOCK AWARDS:

(a)  Securities  Delivered.  On January 22, 1998 and February 20, 1998,  220,600
shares and 16,000  shares,  respectively,  of the  Company's  Common Shares were
delivered to certain key employees  pursuant to the terms of the Company's  1997
Equity Incentive Plan (Plan),  which was approved by the Company's  shareholders
on May 7, 1997.  Section 9 of the Plan  provides for the granting of  Restricted
Stock by the Personnel,  Executive  Development and Compensation  Committee (now
known as the Committee on Organization  and  Compensation , (the  Committee)) to
key employees of the Company.  The Common Shares delivered  pursuant to the Plan
were acquired in market transactions directly for the accounts of the recipients
and do not represent newly-issued shares of the Company.

(b) Underwriters and Other  Purchasers.  No underwriters were used in connection
with the  delivery of Common  Shares  described  above.  The Common  Shares were
delivered  to certain  key  employees  of the  Company.  The Plan  defines  "key
employee" as an officer or other  employee of the Company who, in the opinion of
the Committee,  can contribute significantly to the growth and profitability of,
or perform services of major importance to, the Company.

(c)  Consideration.  The Common Shares were delivered to provide an incentive to
each employee  recipient to exert his utmost efforts on the Company's behalf and
thus enhance the Company's  performance  while aligning the employee's  interest
with those of the Company's shareholders.

(d) Exemption from  Registration  Claimed.  The Common Shares  described in this
Item were delivered on the basis of an exemption from registration under Section
4(2) of the  Securities  Act of 1933.  Receipt of the Common Shares  required no
investment decision on the part of the recipients. All award decisions were made
by the Committee, which consists entirely of non-employee directors.

          DIVERSIFIED CONTROL SYSTEMS, INC., STOCK AWARDS:

(a)  Securities  Delivered.  On March 12, 1998,  12,072  shares of the Company's
Common Shares that had been  purchased in the open market by SRS were  delivered
by SRS to former  shareholders  of Diversified  Control  Systems,  Inc., a North
Carolina  corporation  (DCS).  The Common  Shares were  delivered  pursuant to a
October 30, 1997  Agreement of  Reorganization  and Share Exchange (the Exchange
Agreement)  pursuant to which SRS acquired all of the outstanding shares of DCS.
These  shares  were  delivered  because DCS met  certain  financial  performance
objectives set forth in the Exchange  Agreement.  All Common Shares delivered by
SRS pursuant to the Exchange Agreement were acquired in market transactions, and
do not represent newly-issued shares of the Company.

(b) Underwriters and Other  Purchasers.  No underwriters were used in connection
with the share exchange  transactions  identified  above.  The recipients of the
Common Shares were former  shareholders  of DCS who all agreed to exchange their
DCS shares for Common Shares pursuant to the Exchange Agreement.

(c)  Consideration.  The consideration for the Common Shares was the exchange of
all outstanding shares of DCS stock pursuant to the Exchange Agreement.

(d) Exemption from  Registration  Claimed.  The Common Shares  described in this
Item were delivered on the basis of an exemption from registration under Section
4(2) of the Securities Act of 1933. The Common Shares were received by a limited
number of  individuals  and are subject to  restrictions  on resale  typical for
private placements. Adequate disclosure was made to all persons receiving Common
Shares in the exchange with SRS.


Item 6.  Exhibits and Reports on Form 8-K

(a)       See EXHIBIT INDEX

(b) Reports on Form 8-K filed during or with respect to the quarter:

          NONE


<PAGE>
                                   SIGNATURES


Pursuant to 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.


                         CAROLINA POWER & LIGHT COMPANY
                                  (Registrant)


                                            By  /s/  Glenn E. Harder
                                                    -----------------   
                                                     Glenn E. Harder
                                             Executive Vice President and
                                                Chief Financial Officer
                                             (Principal Financial Officer)


                                            By  /s/  Bonnie V. Hancock
                                                    -------------------
                                                     Bonnie V. Hancock
                                              Vice President and Controller
                                               (Chief Accounting Officer)





Date:   May 15, 1998