---

# U.S. Securities and Exchange Commission

# Washington, D.C. 20549

---

# FORM 10-QSB

# [X] QUARTERLY REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934

For the quarterly period ended September 30, 2002

OR

# [  ] TRANSITION REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE

# ACT OF 1934

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Commission File No. 0-8117

# CHURCH LOANS & INVESTMENTS TRUST

State of Organization - Texas

Internal Revenue Service  Employer
Identification No. 75-6030254

5305 I-40 West

Amarillo, Texas 79106

Registrants telephone number:
806-358-3666

---

Check  whether the issuer (1) has filed all reports required to
be filed by  Section 13 or 15(d) of the  Exchange  Act during the past 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.  Yes X  No ___

As of September 30, 2002,  7,000,806 shares of the  Registrants
shares of beneficial interest were outstanding.

Transitional Small Business Disclosure Format (check one) Yes ___
No X

---

# CHURCH LOANS & INVESTMENTS TRUST
INDEX

|Part I.                                               |                                                                                                                                                                                             | Page
|----------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|Item 1:                                               | Financial Information:                                                                                                                                                                      |     
|                                                      | Condensed
          Balance Sheets at September 30, 2002 and March 31, 2002                                                                                                                 | 1   
|                                                      | Condensed Statements of Income for the three-month period
          and six-month periods ended September 30, 2002 and 2001                                                                 | 2   
|                                                      | Condensed Statements of Cash Flows for the
          six-month periods ended September 30, 2002 and 2001                                                                                    | 3   
|                                                      | Notes to Condensed Financial Statements                                                                                                                                                     | 4   
|Item 2:                                               | Management's Discussion and Analysis or Plan of Operation                                                                                                                                   | 6   
|Item 3:                                               | Controls and Procedures                                                                                                                                                                     | 7   
|Part II.                                              | Other Information                                                                                                                                                                           |     
|Item 4:                                               | Submission of Matters to a Vote of Security Holders                                                                                                                                         | 8   
|Item 6(a):                                            | Exhibits and Reports on Form 8-K                                                                                                                                                            | 8   
|                                                      | Exhibit 99.1 -
          Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002 - President & CFO                 | 9   
|                                                      | Exhibit 99.2 -
          Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002 - Senior Vice
          President | 10  
|Signatures                                            |                                                                                                                                                                                             | 11  
|Certifications by
          the President & CFO       | 12                                                                                                                                                                                         
|Certifications by the
          Senior Vice President | 13                                                                                                                                                                                         



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# CHURCH LOANS & INVESTMENTS TRUST

(A Real Estate Investment Trust)
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Balance Sheets (Unaudited)
September 30, 2002 and March 31, 2002

`ASSETS

                                                                                 September 30, 2002 March 31, 2002
                                                                                 ------------------ ---------------
CASH AND CASH EQUIVALENTS                                                       $        172,396   $         134,889
RECEIVABLES
     Mortgage loans and church bonds - performing                                     30,211,374          30,507,636
     Interim construction loans - performing                                          15,213,224          15,317,011
     Nonperforming mortgage loans, church bonds
         and interim construction loans                                                2,404,097           1,151,907
     Less: Allowance for credit losses                                                (1,748,172)         (1,748,172)
                                                                                 -----------------   ----------------
                                                                                      46,080,523          45,228,382
     Accrued interest receivable                                                         540,232             580,139
     Notes receivable                                                                    511,172             695,361
                                                                                -----------------   ----------------
                  Net receivables                                                     47,131,927          46,503,882
                                                                                -----------------   ----------------
PROPERTY AND EQUIPMENT, net                                                              129,774             134,931

REAL ESTATE ACQUIRED THROUGH FORECLOSURE                                               1,656,455           1,256,298

OTHER ASSETS                                                                              18,210              30,716
                                                                                -----------------   ----------------
TOTAL ASSETS                                                                   $      49,108,762   $      48,060,716
                                                                                =================   ================
                                                 LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
     Notes payable and line of credit:
         Related parties                                                        $      2,094,839   $       3,616,397
         Other                                                                        24,318,359          22,238,158
                                                                                -----------------   ----------------
                                                                                      26,413,198          25,854,555
     Accrued interest payable                                                            114,467              43,784
     Federal income tax payable                                                               -               73,810
     Other                                                                               880,002             962,095
                                                                                -----------------   ----------------
                  Total liabilities                                                   27,407,667          26,934,244
                                                                                -----------------   ----------------
SHAREHOLDERS' EQUITY
     Shares of beneficial interest, no par value; authorized
         shares unlimited, 7,007,402 shares issued                                    20,623,866          20,623,866
     Undistributed net income                                                          1,093,719             519,096
     Treasury shares, at cost (6,596 shares)                                             (16,490)            (16,490)
                                                                                -----------------   ----------------
                  Total shareholders' equity                                          21,701,095          21,126,472
                                                                                -----------------   ----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                      $     49,108,762   $      48,060,716
                                                                                =================   ================`

These condensed financial statements should be read
only in  connection  with  the  accompanying  notes to  condensed  financial
statements.
-1-

---

# CHURCH LOANS & INVESTMENTS TRUST

(A Real Estate Investment Trust)

Condensed Statements of Income (Unaudited)
Three-month and six-month periods ended
September 30, 2002 and 2001

`Three-month periods ended         Six-month periods ended
                                                          September 30,                      September 30,
                                                      2002             2001             2002              2001
                                                      ----             ----             ----              ----
INTEREST INCOME AND FEES
    Interest and fees on mortgage
      loans, church bonds, and
      interim construction loans                  $   1,028,513     $   1,309,103    $   2,142,070     $   2,859,103
    Interest on temporary
       investments                                       67,176            34,856          131,878            54,059
                                                  -------------     -------------    -------------     -------------
          Total interest income and fees              1,095,689         1,343,959        2,273,948         2,913,162
                                                  -------------     -------------    -------------     -------------
DEBT EXPENSE
    Interest                                            240,396           280,002          470,955           594,592
                                                  -------------     -------------    -------------     -------------
          Total debt expense                            240,396           280,002          470,955           594,592
                                                  -------------     -------------    -------------     -------------
          Net interest income                           855,293         1,063,957        1,802,993         2,318,570

PROVISION FOR POSSIBLE
    CREDIT LOSSES                                            -             45,000               -             90,000
                                                  -------------     -------------    -------------     -------------
          Net interest income
            less provision for
            possible credit losses                      855,293         1,018,957        1,802,993         2,228,570

OTHER INCOME                                                895             8,071           14,212           16,142

OTHER OPERATING EXPENSES
    General and administrative                          169,762           173,079          348,302           354,215
    Board of Trust Managers' fees                        17,637            12,663           31,859            26,355
                                                  -------------     -------------    -------------     -------------
          Total other operating expenses                187,399           185,742          380,161           380,570
                                                  -------------     -------------    -------------     -------------
          Income before provision
              for taxes                                 668,789           841,286        1,437,044         1,864,142

PROVISION FOR INCOME TAXES                               21,870                -            22,324               481
                                                  -------------     -------------    -------------     -------------
NET INCOME                                        $     646,919     $     841,286    $   1,414,720     $   1,863,661
                                                  =============     =============    =============     =============
WEIGHTED AVERAGE NUMBER
    OF SHARES OUTSTANDING                             7,000,806         7,000,806        7,000,806         7,000,806
                                                  =============     =============    =============     =============
NET INCOME PER SHARE                                   $ .09             $ .12            $ .20             $ .27
                                                       =====             =====            =====             =====
DIVIDENDS PER SHARE                                       -                 -               .12               .10
                                                       =====             =====            =====             =====`

These condensed financial statements should be read
only in  connection  with  the  accompanying  notes to  condensed  financial
statements.
-2-

---

# CHURCH LOANS & INVESTMENTS TRUST

(A Real Estate Investment Trust)

Condensed Statements of Cash Flows (Unaudited)
Six-month periods ended
September 30, 2002 and 2001

`Six-month periods
                                                                                          ended September 30,
                                                                                          2002             2001
CASH FLOWS FROM OPERATING ACTIVITIES                                                -------------      ------------
     Net income                                                                     $   1,414,720      $   1,863,661
       provided by operating activities:
         Depreciation                                                                       5,157              7,836
         Amortization of loan discounts                                                   (15,961)          (246,153)
         Provision for possible credit losses                                                  -              90,000
         Loss on sale of other real estate                                                  1,153                 -
         Changes in:
           Accrued interest receivable                                                     39,907           (119,400)
           Accrued interest payable                                                        70,683            (77,046)
           Other liabilities                                                              (82,092)            99,766
           Federal income tax payable                                                     (73,810)                -
           Other, net                                                                      12,506             (5,794)
                                                                                    -------------    ---------------
                  Net cash provided by operating activities                             1,372,263          1,612,870
                                                                                    -------------    ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in mortgage and interim construction
       loans and church bonds                                                         (11,023,982)        (8,479,564)
     Payments received on mortgage and interim
       construction loans and church bonds                                              9,672,217         10,075,829
     Advances of notes receivable                                                        (185,105)          (360,905)
     Payments received on notes receivable                                                369,293            282,064
     Proceeds from sale of other real estate                                              144,349                 -
     Additional investment in other real estate                                           (30,074)                -
                                                                                    -------------    ---------------
                  Net cash provided (used) by investing activities                     (1,053,302)         1,517,424
                                                                                    -------------    ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Borrowings on notes payable                                                       13,962,778         10,015,089
     Principal payments on notes payable                                              (13,404,135)       (12,474,599)
     Cash dividends paid                                                                 (840,097)          (700,080)
                                                                                    -------------    ---------------
                  Net cash used by financing activities                                  (281,454)        (3,159,590)
                                                                                    -------------    ---------------
                  Increase (decrease) in cash and cash equivalents                         37,507            (29,296)
CASH AND CASH EQUIVALENTS AT
     BEGINNING OF PERIOD                                                                  134,889            113,142
                                                                                    -------------    ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                          $     172,396    $        83,846
                                                                                    =============    ===============
Supplemental disclosure of cash flow information
     Cash paid during the period for interest                                       $     400,272    $       671,638
                                                                                    =============    ===============
     Real estate acquired through foreclosure                                       $     515,585    $     1,085,268
                                                                                    =============    ===============`

These condensed financial statements should be read
only in  connection  with  the  accompanying  notes to  condensed  financial
statements.
-3-

---

# CHURCH LOANS & INVESTMENTS TRUST

(A Real Estate Investment Trust)
Notes to Condensed Financial Statements (Unaudited)

#### NOTE 1 - GENERAL

See  Summary of  Significant  Accounting  Policies  in the  Trust's  Annual  Report on Form 10-  KSB405  for a summary  of the  Trust's
significant accounting policies.

The unaudited  condensed  financial  statements  included herein were prepared from the books of the Trust in accordance with generally
accepted  accounting  principles and reflect all  adjustments  (consisting of normal  recurring  accruals) which are, in the opinion of
management,  necessary  to a fair  statement  of the  results of  operations  and  financial  position  for the interim  periods.  Such
financial  statements  generally  conform to the  presentation  reflected in the Trust's  Annual  Report to  Shareholders.  The current
interim  period  reported  herein is  included  in the  fiscal  year  subject to  independent  audit at the end of that year and is not
necessarily an indication of the expected results for the fiscal year.

#### NOTE 2 - WEIGHTED AVERAGE INTEREST
                                       RATES

Weighted average interest rates and net interest rate margins at September 30, 2002 and 2001, were as follows:

`Mortgage and interim
                                            construction loan and              Total           Net interest
                                            church bond portfolio          indebtedness         rate margin
                                            ---------------------          ------------         -----------
         September 30, 2002                         8.87%                    3.75%                5.12%
         September 30, 2001                        10.34%                    5.00%                5.34%`

#### NOTE 3 - CONTRACTUAL MATURITIES

Scheduled  principal  payments on mortgage  loans,  church  bonds and interim  construction  loans and  indebtedness  (including  notes
payable) outstanding at September 30, 2002, for the five twelve-month periods subsequent to September 30, 2002, follow:

`Twelve-month period                Mortgage loans, church bonds
                 ending September 30,               and interim construction loans            Indebtedness
                 --------------------               ------------------------------           ---------------
                      2003                                 $    17,089,049                   $    26,413,198
                      2004                                       1,585,618                            -
                      2005                                       1,674,110                            -
                      2006                                       1,713,303                            -
                      2007                                       1,780,511                            -`

-4-

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# CHURCH LOANS & INVESTMENTS TRUST

(A Real Estate Investment Trust)
Notes to Condensed Financial Statements (Unaudited)

#### NOTE 4 - MORTGAGE LOANS, CHURCH BONDS AND INTERIM CONSTRUCTION LOANS

Mortgage  loans,  church  bonds and  interim  construction  loans on which the accrual of interest  had been  discontinued  amounted to
$2,404,097  and  $1,569,332  at  September 30,  2002 and 2001,  respectively.  If interest on these  mortgage  loans,  church bonds and
interim  construction loans had been accrued as earned,  interest and fees on loans in the accompanying  condensed statements of income
would have been  increased  by  approximately  $74,000  and  $83,000  for the  six-month  periods  ended  September 30,  2002 and 2001,
respectively.  Interest  income  actually  recognized  during  2002 and 2001 was  approximately  $16,000  and  $640,000,  respectively.
Interest  income  recognized  during 2001 includes  approximately  $586,000 of interest  collected on the pay-offs of three nonaccrual
loans.

#### NOTE 5 - NEW ACCOUNTING STANDARDS

On April 1, 2002, the Trust adopted Financial  Accounting Standards Board Statement No. 141, Business  Combinations,  and Statement No.
142,  Goodwill  and Other  Intangible  Assets.  The  adoption  of the new  standards  did not have an impact on the  Trust's  financial
statements.

This information is an integral part of the
accompanying condensed financial statements-5-

---

# CHURCH LOANS & INVESTMENTS TRUST

(A Real Estate Investment Trust)

Item 2. Management's Discussion and Analysis or Plan of Operation

Results of  Operations - Three-Month  and Six-Month  Periods  Ended  September  30, 2002 as Compared to the  Three-Month  and Six-Month
Periods Ended September 30, 2001:

### Revenues

The Trust's  revenues are derived from interest income earned on loans as well as, to a lesser degree,  interest earned on church bonds
and  short-term  investments.  Such  revenues  decreased by $248,270  and $639,214 for the  three-month  and  six-month  periods  ended
September  30,  2002,  respectively,  as  compared  to the  corresponding  periods  in 2001 and is  primarily  due to  payment on three
nonperforming loans during 2001 as discussed below.

During the first quarter of 2001, the Trust  received  $1,730,776 in full and final payment of a loan owing to the Trust from The Arbor
of Natchitoches  of  Natchitoches,  Louisiana.  Such amount paid in full the principal and interest owing to the Trust by such Borrower
on May 11,  2001.  The loan had been  accounted  for as a  nonperforming  loan by the  Trust and  certain  interest  payments  had been
credited to principal.  Therefore,  the pay-off resulted in additional  recognition of interest income of approximately $146,000 during
May 2001.

In addition,  during the first  quarter of 2001,  the Trust  received  $490,000 in full and final  payment of a loan owing to the Trust
from the Evangel  Temple  Assembly of God of Piedmont,  South  Carolina.  Such amount paid in full the principal and interest  owing to
the Trust by such  Borrower  on May 18,  2001.  The loan had been  accounted  for as a  nonperforming  loan by the  Trust  and  certain
interest  payments had been credited to principal.  Therefore,  the pay-off  resulted in additional  recognition of interest  income of
approximately $262,000 during May 2001.

During the second  quarter  of 2001,  the Trust  received  $1,777,378  in full and final  payment of a loan owing to the Trust from The
Arbor of  Farmerville  of  Farmerville,  Louisiana.  Such amount paid in full the  principal  and  interest  owing to the Trust by such
borrower on August 17, 2001. The loan had been accounted for as a  nonperforming  loan by the Trust and certain  interest  payments had
been credited to principal.  Therefore,  the pay-off resulted in additional  recognition of interest income of  approximately  $177,000
during August 2001.

Performing  loans  outstanding  were  $45,424,598  and  $38,726,193 at September 30, 2002 and 2001,  respectively.  The average rate of
return of the mortgage loan and church bond portfolio decreased from 10.34% at September 30, 2001 to 8.87% at September 30, 2002.

### Interest Expense

The most  significant  expense  item is interest  expense  which  comprised  the  majority of total  operating  expense for each of the
three-month and six-month  periods ended  September 30, 2002 and 2001. The decrease of $39,606 and $123,637 in interest  expense during
the  three-month  and six-month  periods ended  September 30, 2002,  respectively,  resulted  primarily from a decrease in the weighted
average interest rate on all indebtedness from 5.00% at September 30, 2001 to 3.75% at September 30, 2002.

-6-

---

# CHURCH LOANS & INVESTMENTS TRUST

(A Real Estate Investment Trust)

Item 2. Management's Discussion and Analysis or Plan of Operation (Continued)

Results of  Operations - Three-Month  and Six-Month  Periods  Ended  September  30, 2002 as Compared to the  Three-Month  and Six-Month
Periods Ended September 30, 2001:

### New Accounting Standards

On April 1, 2002, the Trust adopted Financial  Accounting Standards Board Statement No. 141,
                                       Business  Combinations,  and Statement No.
142,  Goodwill  and Other  Intangible  Assets.  The  adoption  of the new  standards  did not have an impact on the  Trust's  financial
statements.

Item 3.  Controls and Procedures

The Trust's chief  executive  officer and its senior vice  president  are charged with making an  evaluation of the Trust's  disclosure
controls and  procedures.  These controls and procedures  are designed to ensure that  information  required to be disclosed in reports
mandated by the Securities  Exchange Act of 1934 is recorded,  communicated to management,  and accurately reported within the required
time periods.  The Trust's chief  executive  officer and senior vice president  have  concluded,  based upon their  evaluation of these
controls and procedures as of September 30, 2002, that the Trust's disclosure controls and procedures are effective.

There have been no  significant  changes in the Trust's  internal  controls or in other factors that could  significantly  affect these
controls subsequent to the date of their evaluation.

-7-

---

# CHURCH LOANS & INVESTMENTS TRUST

(A Real Estate Investment Trust)
PART II. OTHER INFORMATION

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

The annual meeting of  shareholders of the Trust was held on July 19, 2002. At such meeting,  each of the  individuals  named below was
elected to the Board of Trust Managers of the Trust to serve until the next annual meeting of the shareholders of the Trust:

`Number of shares
                                     For                      Against
                                  ---------                 -----------
       Mike Bahn                  3,562,899                   1,200
       Larry Brown                3,562,899                   1,200
       Terry Hays                 3,559,487                   4,612
       Alfred J. Smith            3,562,899                   1,200
       Bill R. McMorries          3,562,899                   1,200
       Steve Rogers               3,562,899                   1,200
       Jack R. Vincent            3,562,899                   1,200
       Mike Borger                3,562,899                   1,200


Additionally, shareholders voted to ratify Clifton Gunderson LLP as auditors for the year ending March 31, 2003 as follows:

       For                                             3,486,857
       Against                                             4,649
       Abstain                                            72,593`

|Item 6. Exhibits and Reports on Form 8-K:
|-----------------------------------------
|(a)                                      
|(b)                                      

-8-

---

### EXHIBIT 99.1

### CERTIFICATION PURSUANT TO
                                               18
                                       U.S.C. SECTION 1350,
                                       AS ADOPTED PURSUANT TO
                                       SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  Quarterly  Report of Church  Loans &  Investments  Trust (the  Trust) on Form  10-QSB  for the period  ending
September 30, 2002, as filed with the Securities and Exchange  Commission on the date hereof (the Report),  I, Kelly Archer,  President
and CFO of the Trust,  certify,  pursuant to 18 U.S.C.  section 1350, as adopted pursuant to section 906 of the  Sarbanes-Oxley  Act of
2002, that:

|(1) | The Report fully
                                           complies with the requirements of
                                           section 13(a) or 15(d) of the
                                           Securities Exchange Act of 1934; and                                                                        
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The information
                                           contained in the Report fairly
                                           presents, in all material respects,
                                           the financial condition and results
                                           of operations of the Trust.





|Dated: November 15, 2002 |  | /s/ Kelly Archer
         ______________________________
                 Kelly Archer, President & CFO
|------------------------ |  | -------------------------------------------------------------------------------------------------------

-9-

---

### EXHIBIT 99.2

### CERTIFICATION PURSUANT TO
                                               18
                                       U.S.C. SECTION 1350,
                                       AS ADOPTED PURSUANT TO
                                       SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  Quarterly  Report of Church  Loans &  Investments  Trust (the  Trust) on Form  10-QSB  for the period  ending
September 30, 2002, as filed with the Securities and Exchange  Commission on the date hereof (the Report),  I,
                                       Robert Fowler,  Senior Vice President
                                       of the Trust,  certify,  pursuant to 18 U.S.C.  section 1350, as adopted pursuant to section 906 of the  Sarbanes-Oxley  Act of
2002, that:

|(1) | The Report fully
                                           complies with the requirements of
                                           section 13(a) or 15(d) of the
                                           Securities Exchange Act of 1934; and                                                                        
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The information
                                           contained in the Report fairly
                                           presents, in all material respects,
                                           the financial condition and results
                                           of operations of the Trust.





|Dated: November 15, 2002 |  | /s/ Robert Fowler
         ______________________________
                 Robert Fowler, Senior Vice President
|------------------------ |  | ---------------------------------------------------------------------------------------------------------------

-10-

---

# CHURCH LOANS & INVESTMENTS TRUST

SIGNATURES

(A Real Estate Investment Trust)

In  accordance with the requirements of the Exchange
Act,  the  registrant  has caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



# CHURCH LOANS & INVESTMENTS TRUST



|By | /s/ B. R. McMorries
         ______________________________
                 B. R. McMorries, Chairman | Dated: November 15, 2002 | 
|-- | ------------------------------------------------------------------------------------------------------ | ------------------------ | 



|By | /s/ Kelly Archer
         ______________________________
                 Kelly Archer
                 Chief Financial Officer | Dated: November 15, 2002 | 
|-- | ------------------------------------------------------------------------------------------------------------------------------- | ------------------------ | 

-11-

---

CERTIFICATIONS BY
                                       THE PRESIDENT & CFO

|I, Kelly
                                           Archer, certify that:
|-------------------------------------------------------------------------
|1.                                                                       
|2.                                                                       
|3.                                                                       
|4.                                                                       
|                                                                         
|                                                                         
|                                                                         
|5.                                                                       
|                                                                         
|                                                                         
|6.                                                                       

|Dated: November 15, 2002 |  | /s/ Kelly Archer
         ______________________________
                 Kelly Archer, President & CFO
|------------------------ |  | -------------------------------------------------------------------------------------------------------

-12-

---

CERTIFICATIONS BY
                                       THE PRESIDENT & CFO

|I,
                                           Robert Fowler, certify that:
|--------------------------------------------------------------------------
|1.                                                                        
|2.                                                                        
|3.                                                                        
|4.                                                                        
|                                                                          
|                                                                          
|                                                                          
|5.                                                                        
|                                                                          
|                                                                          
|6.                                                                        

|Dated: November 15, 2002 |  | /s/ Robert Fowler
         ______________________________
                 Robert Fowler, Senior Vice President
|------------------------ |  | ---------------------------------------------------------------------------------------------------------------

-13-

---