U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB/A-1

         [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

         For the fiscal year ended January 31, 2002

         [  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

         For the transition period from            to
                                        ----------    ----------

                  Commission File Number 0 - 14835

                         TRANSNATIONAL INDUSTRIES, INC.
                 (Name of small business issuer in its charter)


              Delaware                                 22-2328806
      (State or Other Jurisdiction                   (I.R.S. Employer
    of Incorporation or Organization)             Identification Number)



          Post Office Box 198                            19317
               U.S. Route 1                            (Zip Code)
        Chadds Ford, Pennsylvania
         (Address of principal
           executive offices)



Issuer's telephone number (610) 459-5200

Securities Registered Pursuant to Section 12(b) of the Exchange Act:   None

Securities Registered Pursuant to Section 12(g) of the Exchange Act:

                                  Common Stock
                           ($0.20 par value per share)
                                (Title of class)

     Check  whether  the issuer (1) 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

<PAGE>

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. ( X )

     The  Issuer's  revenues for the fiscal year ended  January 31,  2002,  were
$9,936,599.

     The aggregate  market value of the voting stock held by  non-affiliates  of
Registrant as of March 31, 2002 was approximately  $722,374 based on the average
of bid and asked  price of these  shares.  Shares of Common  Stock  held by each
executive  officer  and  director  and by each person who owns 5% or more of the
outstanding  Common Stock have been  excluded in that such persons may be deemed
to be affiliates.

     As of March 31, 2002, 456,760 shares of Common Stock were outstanding.


                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      NONE

     Transitional  small business  disclosure format (check one) YES   NO X


                                       2
<PAGE>

This filing on Form 10-KSB/A-1 amends and restates Part III, Items 9, 10, 11 and
12 of the Annual Report on Form 10-KSB of Transnational Industries, Inc. for the
fiscal year ended January 31, 2002, filed with the Commission on April 30, 2002.

                                    PART III

ITEM 9.DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

Pursuant to the Registrant's  By-laws, the number of Directors of the Registrant
is determined by Board action,  and is currently fixed at seven. There currently
exists one vacancy on the Board.

The following  information is submitted with respect to the current directors of
the  Company.  All such  directors  were  elected as directors by the holders of
Common Stock at the Company's  last annual meeting of  shareholders,  except for
Mason Carter who was elected by the Board to fill a vacancy. All directors serve
until the next annual meeting of  shareholders  and until their  successors have
been duly elected and shall have qualified.

                                                Director
             Name                     Age        Since
             ----                     ---      --------

    Michael S. Gostomski(1),(2)        51          1986
    Charles H. Holmes, Jr.             61          1994
    Charles F. Huber(1)                72          1992
    William D. Witter(1),(2)           72          1977
    Calvin A. Thompson(1),(2)          77          1994
    Mason N. Carter                    56          2000




1 Member of Compensation Committee.

2 Member of Audit Committee.
                              --------------------

Michael S. Gostomski joined the Company in May 1986 as  Vice-President  Finance,
Treasurer, and as a director and became Corporate Secretary in March of 1988. In
October of 1989, he became Executive  Vice-President  of the Company.  On May 1,
1992,  he became  President  and Chief  Executive  Officer of the  Company.  Mr.
Gostomski resigned as an employee of the Company,  while remaining as a director
of the  Company,  in  September  1993,  at which time he became  Executive  Vice
President of Roller Bearing Company.  Mr.  Gostomski,  who is a Certified Public
Accountant, holds B.S. and M.B.A. degrees from the University of Connecticut.

Charles H. Holmes,  Jr.,  became a director of the Company in 1994.  He has held
various operating and management positions at the Company's Spitz, Inc.("Spitz")
subsidiary  since 1962.  Mr. Holmes served as President of Spitz from 1988 until
November  2001 and  President of the Company from 1993 until  November  2001. In


                                       3
<PAGE>

November  2001,  he was appointed  Vice  Chairman of the Company and Spitz.  Mr.
Holmes holds a degree in Business Management from Goldey Beacom College.

Charles F. Huber became a director of the Company in February  1992 and Chairman
in 1994.  He is currently a managing  director of William D. Witter  Associates,
Inc. He holds a B.A. degree from Princeton University.

William  D.  Witter  became a  director  of the  Company  in 1977.  He served as
Vice-Chairman from 1987 until November 2001. He has been President of William D.
Witter  Associates,  Inc., an investment  management  concern,  since 1976.  Mr.
Witter holds an A.B.  degree from Yale  University  and an M.B.A.  from Stanford
Business School.

Calvin A. Thompson became a director of the Company in October 1994. He has been
a Managing  Director  of William D. Witter  Associates,  Inc.  since  1982.  Mr.
Thompson holds a B.S. degree in industrial engineering from Columbia University.

Mason N. Carter became a director of the Company in October 2000. Mr. Carter has
been President and Chief  Executive  Officer of Merrimac  Industries  Inc. since
December  1996.  From 1994 to 1996 he was  President of the Products and Systems
Group of Datatec Industries,  Inc., Fairfield, New Jersey, a leading provider of
data network implementation services.


EXECUTIVE OFFICERS OF THE COMPANY

The executive officers of the Company are as follows:

           Name                              Position                       Age

  Jonathan A. Shaw         President and Chief Executive Officer
                            of the Company and Spitz                         45

  Charles H. Holmes, Jr.   Vice-Chairman of the Company and Spitz            61

  Paul L. Dailey           Vice President-Finance, Chief Financial Officer
                           And Secretary of the Company and Spitz            45

  John A. Fogleman         Vice President - Operations of  Spitz             53



Information with respect to Mr. Holmes is set forth above in this Item 9.

                                       4
<PAGE>

Jonathan Shaw became  President and Chief  Executive  Officer of the Company and
Spitz in  November  2001.  He  served  as  Executive  Vice  President  and Chief
Operating  Officer of the Company and Spitz from April 1999 until November 2001.
He was Vice  President - Sales and  Technology for Spitz from July of 1992 until
April 1999. He has held various  engineering  and management  positions at Spitz
since 1986.  Mr. Shaw is a  registered  Professional  Engineer,  holds an M.B.A.
degree from Widener  University  and a B.S.  degree in Mechanical  and Aerospace
Engineering from the University of Delaware.

Paul Dailey joined Spitz in September of 1983 as Controller.  In June of 1986 he
became  Vice  President  - Finance  for  Spitz.  In April  1993 he become  Chief
Accounting  Officer of the Company.  In September 1993 he became Chief Financial
Officer  and  Secretary  of  the  Company.  Mr.  Dailey  is a  certified  public
accountant and holds a B.A. degree in accounting from Rutgers University.

John Fogleman  became Vice  President - Operations for Spitz in July of 1992. He
has held various  operating and  management  positions at Spitz since 1972.  Mr.
Fogleman holds a B.A. degree in business management from Wilmington College.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended,  requires
directors,  executive officers and 10% beneficial owners of the Company's Common
Stock to file certain reports concerning their ownership of the Company's equity
securities.  Based solely upon a review of Forms 3 and 4 and amendments  thereto
furnished to the Company during its most recently competed fiscal year and Forms
5 and  amendments  thereto  furnished  to the Company  with  respect to its most
recently  completed  fiscal year, and other  information of which the Company is
aware, no director,  executive officer or beneficial owner of 10% or more of the
Company's Common Stock failed to make a requisite filing on a timely basis.


ITEM 10.   EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

The following  table sets forth the  compensation  paid to Jonathan A Shaw,  the
Company's President and Chief Executive Officer and the other executive officers
of the  Company  (collectively,  the "Named  Executive  Officers")  for the last
completed fiscal year.


                                       5
<PAGE>

<TABLE>
<CAPTION>
                                                   Annual Compensation
                                                  ---------------------
                                                                             Other Annual       All Other
      Name and                                                               Compensation      Compensation
Principal Position                   Year            Salary          Bonus         (a)                (b)
--------------------------------------------------------------------------------------------------------------
<S>                                   <C>          <C>             <C>           <C>               <C>
Jonathan A. Shaw (c)                  2002         $ 114,607       $ 8,000                         $ 3,918
President and Chief Executive         2001           108,772         5,000                           3,653
Officer                               2000            96,604             -                           3,138

Charles H. Holmes, Jr. (d)            2002         $ 145,890       $ 8,000       $19,386           $ 5,462
Vice - Chairman                       2001           141,618        15,000        16,495             5,408
                                      2000           138,555             -         9,845             4,678

Paul L. Dailey                        2002         $ 105,194        $4,000                         $ 3,607
Vice President - Finance and Chief    2001           100,668         5,000                           3,470
Financial Officer                     2000            92,926             -                           3,075

John A. Fogleman                      2002           $99,179        $8,000                         $ 3,455
Vice President - Operations           2001            94,847         5,000                           3,235
                                      2000            87,427             -                           2,863

<FN>

(a)  Other  annual  compensation  for Mr.  Holmes  consisted  of (i)  automobile
     allowance  and expenses  amounting to $14,424,  $13,375 and $7,884 and (ii)
     supplemental  medical benefits  amounting to $4,962,  $3,120, and $1,961 in
     2002,  2001 and  2000,  respectively.  The value of  perquisites  and other
     personal  benefits for other Named Executive  Officers do not exceed 10% of
     annual salary and bonus.

(b)  Consists entirely of Company contributions to 401(k) plan

(c)  Mr. Shaw has served as the Company's  President and chief  Executive  since
     November 2001. Prior to November 2001, he served as the Company's Executive
     Vice President and Chief Operating Officer.

(d)  Mr.  Holmes  served as the  President  and Chief  Executive  Officer of the
     Company from 1993 to November  2001. He has served as  Vice-Chairman  since
     November 2001.

</FN>

</TABLE>

STOCK OPTION AND PERFORMANCE INCENTIVE PLAN

The Transnational  Industries,Inc.  Stock Option and Performance  Incentive Plan
(the "Option Plan") awards key employees whose initiative is deemed valuable for
the  successful  conduct and  development of the Company's  business.  Under the
Option Plan, awards may be in various forms of stock options, stock appreciation


                                       6
<PAGE>

rights, and shares of Common Stock. The purpose of the Option Plan is to attract
and retain the best available employees for the Company and its subsidiaries and
to  encourage  the  highest  level of  performance  by such  employees,  thereby
enhancing  the value of the  Company for the  benefit of its  stockholders.  The
Option  Plan is  also  intended  to  motivate  employees  to  contribute  to the
Company's future growth and  profitability  and to reward their performance in a
manner that provides them with means to increase  their holdings of Common Stock
of the Company and aligns their  interest with the interest of the  stockholders
of the Company. Awards are granted by the Compensation Committee of the Board of
Directors  of the  Company.  The Option Plan  provides for the awarding of up to
150,000 shares of the Company's Common Stock to employees of the Company and its
subsidiaries.  Options to purchase  50,000 common shares have been granted as of
January 31, 2002.

There were no awards  made under the Option  Plan  during the fiscal  year ended
January 31, 2002. The following table sets forth  information  relating to prior
option awards to the Named Executive Officers:

<TABLE>
<CAPTION>


               Aggregated Option Exercises in Fiscal Year Ended January 31, 2002
                              and Fiscal Year End Option Values
--------------------------------------------------------------------------------------------------
                                                                           Value of
                                  Unexercised Options (#)        Unexercised in-the-money Options
                                     at Fiscal Year End               at Fiscal Year End ($)
               Name               Exercisable/Unexercisable        Exercisable/Unexercisable (a)
               ----               -------------------------        -------------------------------
<S>                                       <C>                            <C>
  Jonathan A. Shaw                          7,500 / 0                     $ 14,125 / $0

  Charles H. Holmes, Jr.                   15,000 / 0                     $ 27,750 / $0

  Paul L. Dailey                           10,000 / 0                     $ 18,625 / $0

  John A. Fogleman                          7,500 / 0                     $ 14,125 / $0

<FN>

(a)  Based  on the  average  of the  high  and low bid  over-the-counter  market
     quotations on the Company's Stock on January 31,2002 of $4.30.

</FN>

</TABLE>

EMPLOYMENT AGREEMENTS

The Company entered into an employment  agreement with Mr. Shaw effective May 1,
1995.  Under the agreement  Mr. Shaw is currently  paid an annual base salary of
$135,000,  which may be increased  from time to time by the  Company's  Board of
Directors,  plus certain fringe benefits. Mr. Shaw may also receive, at the sole
discretion of the Company's Board of Directors,  additional  compensation in the
form of a cash bonus or equity  securities  under the  Transnational  Industries
Inc. 1995 Stock Option and Performance  Incentive Plan. The original term of the
agreement was one year,  but the agreement  automatically  extends an additional
one year  unless  otherwise  terminated  by  either  party by  October  31 of an
existing term.  Pursuant to such provision,  Mr. Shaw's  contract  automatically
renewed on May 1, 2002, for the period through April 30, 2003. In the event that
Mr. Shaw's employment is terminated without cause, he will be entitled to a lump


                                       7
<PAGE>

sum payment equal to his annual base salary and the  continuation  of his fringe
benefits  for a period of one year.  A non renewal of the  contract  term by the
Company within six months prior to or three years after a Change in Control will
be treated  as a  termination  without  cause.  The  agreement  also  includes a
restrictive  covenant  whereby  Mr.  Shaw  agrees  not to engage in a  competing
business  of the  Company  for a period  of (i)  three  years in the  event of a
termination  for  cause or (ii) one year in the  event  that his  employment  is
otherwise terminated.

The Company also entered into an employment  agreement with Mr. Holmes effective
May 1, 1995.  Under the agreement  Mr.  Holmes is currently  paid an annual base
salary of $147,000  which may be  increased  from time to time by the  Company's
Board of Directors,  plus certain fringe  benefits  including  group  insurance,
supplemental medical benefits and an automobile  allowance.  Mr. Holmes may also
receive, at the sole discretion of the Company's Board of Directors,  additional
compensation in the form of a cash bonus or equity  securities  under the Option
Plan.  The  original  term of the  agreement  was one  year,  but the  agreement
automatically  extends an  additional  one year unless  otherwise  terminated by
either party by October 31 of the existing term. Pursuant to such provision, Mr.
Holmes's contract  automatically  renewed on May 1, 2002, for the period through
April 30, 2003. In the event that Mr. Holmes's  employment is terminated without
cause,  he will be entitled to a lump sum payment equal to twice his annual base
salary and the  continuation of his fringe benefits for a period of two years. A
non-renewal  of the contract  term by the Company  within six months prior to or
three years after a "Change in Control" will be treated as a termination without
cause.  A "Change in Control" is defined as (i) a change within twelve months of
a majority  of the  Company's  Board of  Directors,  (ii) a change in control of
fifty  percent of the Company's  voting  stock,  (iii) the sale of the assets of
Spitz,  or (iv) any merger or  consolidation  of the  Company's  business  which
results in a change in  ownership  of the majority of the equity of the Company.
The agreement also includes a restrictive covenant whereby Mr. Holmes agrees not
to engage in a competing business of the Company for a period of (i) three years
in the event of a  termination  for cause or (ii) one year in the event that his
employment is otherwise terminated.

The Company also entered into an employment  agreement with Mr. Dailey effective
May 1, 1995.  Under the agreement  Mr.  Dailey is currently  paid an annual base
salary of $111,000,  which may be increased  from time to time by the  Company's
Board of Directors,  plus certain fringe benefits.  Mr. Dailey may also receive,
at  the  sole  discretion  of  the  Company's  Board  of  Directors,  additional
compensation  in the  form  of a cash  bonus  or  equity  securities  under  the
Transnational  Industries Inc. 1995 Stock Option and Performance Incentive Plan.
The original term of the agreement was one year, but the agreement automatically
extends an additional  one year unless  otherwise  terminated by either party by
October  31 of an  existing  term.  Pursuant  to such  provision,  Mr.  Dailey's
contract  automatically renewed on May 1, 2002, for the period through April 30,
2003. In the event that Mr. Dailey's  employment is terminated without cause, he
will be entitled  to a lump sum payment  equal to his annual base salary and the
continuation  of his fringe  benefits for a period of one year. A non renewal of
the contract term by the Company within six months prior to or three years after
a Change  in  Control  will be  treated  as a  termination  without  cause.  The
agreement also includes a restrictive  covenant whereby Mr. Dailey agrees not to
engage in a competing business of the Company for a period of (i) three years in
the event of a  termination  for  cause or (ii) one year in the  event  that his
employment is otherwise terminated.

                                       8
<PAGE>

The  Company  also  entered  into an  employment  agreement  with  Mr.  Fogleman
effective May 1, 1995.  Under the agreement  Mr.  Fogleman is currently  paid an
annual base salary of $104,500,  which may be increased from time to time by the
Company's  Board of Directors,  plus certain fringe  benefits.  Mr. Fogleman may
also  receive,  at the sole  discretion  of the  Company's  Board of  Directors,
additional  compensation in the form of a cash bonus or equity  securities under
the  Transnational  Industries Inc. 1995 Stock Option and Performance  Incentive
Plan.  The  original  term of the  agreement  was one  year,  but the  agreement
automatically  extends an  additional  one year unless  otherwise  terminated by
either party by October 31 of an existing term. Pursuant to such provision,  Mr.
Fogleman's contract automatically renewed on May 1, 2002, for the period through
April 30,  2003.  In the event  that Mr.  Fogleman's  employment  is  terminated
without  cause,  he will be entitled  to a lump sum payment  equal to his annual
base  salary and the  continuation  of his fringe  benefits  for a period of one
year. A non-renewal  of the contract term by the Company within six months prior
to or three  years  after a Change in Control  will be treated as a  termination
without cause.  The agreement also includes a restrictive  covenant  whereby Mr.
Fogleman  agrees not to engage in a  competing  business  of the  Company  for a
period of (i) three  years in the event of a  termination  for cause or (ii) one
year in the event that his employment is otherwise terminated.


COMPENSATION OF DIRECTORS

Mr. Huber,  the Chairman of the Board of Directors is  compensated  at a rate of
$60,000 per annum and each other  outside  director is paid a fee of $15,000 per
annum.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain  information as to the only persons known
to the Company to be the beneficial owners of more than five percent (5%) of the
outstanding Common Stock of the Company as of March 31, 2002 (except for William
D. Witter and Charles Huber, whose respective  beneficial ownership is disclosed
in the  immediately  following  table).  The Common Stock is the Company's  only
class of voting securities.

<TABLE>
<CAPTION>

                                                 Amount and Nature
         Name and Address                     Of Beneficial Ownership    % of Common Stock
         ----------------------------------- ------------------------- ---------------------
        <S>                                          <C>                      <C>
         Penfield Limited Partnership                 81,760                   17.9%
         c/o William D. Witter, Inc.
         153 East 53rd Street
         New York, NY 10022

</TABLE>


                                       9
<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT

The following  table sets forth,  as of March 31, 2002,  the number of shares of
the outstanding  Common Stock of the Company  beneficially  owned by each of the
current  directors and executive  officers for whom disclosure is required to be
made in the Summary Compensation Table pursuant to Item 402(a) (2) of Regulation
S-B  promulgated  under  the  Securities  Exchange  Act  of  1934,  as  amended,
individually,  and by the directors and all of the Company's  executive officers
as a group:

<TABLE>
<CAPTION>

                                                        Amount and Nature
       Name                                          of Beneficial Ownership     % of Common Stock
       -------------------------------------------- --------------------------- --------------------
      <S>                                                   <C>                        <C>
       William D. Witter                                     216,499(1)                 47.4%
       c/o William D. Witter, Inc.
       153 East 53rd Street
       New York, NY 10022

       Charles Huber                                          56,000                    12.3%
       c/o William D. Witter, Inc.
       153 East 53rd Street
       New York, NY 10022

       Michael S. Gostomski                                   21,290                     4.7%
       c/o RBC Heim Bearings
       60 Round Hill Road
       Fairfield, CT 06430

       Calvin A. Thompson                                     18,400(4)                  4.0%
       c/o William D. Witter, Inc.
       153 East 53rd Street
       New York, NY 10022

       Charles H. Holmes, Jr.                                 17,500(2)                  3.7%(3)
       c/o Transnational Industries, Inc.
       PO Box 198 Route One
       Chadds Ford, PA 19317

       Paul L Dailey                                          11,250(5)                  2.4%(3)
       c/o Transnational Industries, Inc.
       PO Box 198 Route One
       Chadds Ford, PA 19317

                                       10
<PAGE>

       Jonathan A. Shaw                                       10,000(6)                  2.2%(3)
       c/o Transnational Industries, Inc.
       PO Box 198 Route One
       Chadds Ford, PA 19317

       John A. Fogleman                                        8,005(7)                  1.7%(3)
       c/o Transnational Industries, Inc.
       PO Box 198 Route One
       Chadds Ford, PA 19317

       Mason N. Carter                                          0                         0.0%
       c/o Merrimac Industries, Inc.
       41 Fairfield Place
       West Caldwell,  NJ 07006

       All current Directors and executive
       officers as a group (9 persons)                        358,943(8)                 72.3%(3)

<FN>

1    Information in respect of the beneficial  ownership of William D. Witter is
     based upon a statement  on  Schedule  13G/A  filed with the  Commission  on
     February 5, 2002 and  includes  the 81,760  shares of Common Stock owned by
     Penfield Limited Partnership.

2    Includes  15,000 shares of Common Stock  acquirable  within sixty days upon
     the exercise of Mr. Holmes's stock options.

3    Assumes  the  issuance by the  Company of all  securities  issuable to such
     executive  officer or all directors and executive  officers as a group,  as
     the case may be, upon the  exercise of all options  owned by such person or
     group.

4    Includes 2,500 shares of Common Stock owned by Mr. Thompson's  spouse.  Mr.
     Thompson  disclaims a  beneficial  interest  in the shares of Common  Stock
     owned by his spouse.

5    Includes  10,000 shares of Common Stock  acquirable  within sixty days upon
     the exercise of Mr. Dailey's stock options.

6    Includes 7,500 shares of Common Stock acquirable within sixty days upon the
     exercise of Mr. Shaw's stock options.

7    Includes 7,500 shares of Common Stock acquirable within sixty days upon the
     exercise of Mr. Fogleman's stock options

8    Includes a total of 40,000 shares of Common Stock  acquirable  within sixty
     days  upon  the  exercise  of all  stock  options  owned  by the  Company's
     executive officers.

</FN>

</TABLE>


                                       11
<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In February 2000 the Company completed a transaction whereby it purchased 45,710
shares of the  Company's  Common  Stock from the Estate of Alan Drew for cash of
$137,130 or $3 per share.  The 45,710  shares  represented  all of the Company's
Common  Stock  owned by the Estate of Alan Drew and,  prior to the  transaction,
amounted to 9.1% of the outstanding Common Stock of the Company.  Mr. Drew was a
former  director of the  Company.  The  Company is holding the 45,710  shares in
treasury.


                                       12
<PAGE>

SIGNATURES


In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Dated: May 28, 2002                            Transnational Industries, Inc.


By:       /s/ Jonathan A. Shaw                   By:    /s/ Paul L. Dailey
          --------------------------------              ------------------------
          Jonathan A. Shaw                              Paul L. Dailey
          President and                                 Vice President and
          Chief Executive Officer                       Chief Financial Officer

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

    Signature                 Title                                     Date

By: /s/ Jonathan A. Shaw
    -------------------------
    Jonathan A. Shaw          President and                      May 28, 2002
                              Chief Executive Officer
                              (Principal Executive Officer)

By: /s/ Paul L. Dailey
    -------------------------
    Paul L. Dailey            Vice President and                 May 28, 2002
                              Chief Financial Officer
                              (Principal Financial Officer)
                              (Principal Accounting Officer)

By: /s/ Charles F. Huber
    -------------------------
    Charles F. Huber          Chairman of the Board              May 28, 2002
                              of Directors

By: /s/ Charles H. Holmes Jr.
    -------------------------
    Charles H. Holmes Jr.     Vice-Chairman of the Board         May 28, 2002
                              of Directors
By: /s/ William D. Witter
    -------------------------
    William D. Witter         Director                           May 28, 2002

By: /s/ Michael S. Gostomski
    -------------------------
    Michael S. Gostomski      Director                           May 28, 2002

By: /s/ Calvin A. Thompson
    -------------------------
    Calvin A. Thompson        Director                           May 28, 2002

By: /s/ Mason Carter
    -------------------------
    Mason N. Carter           Director                           May 28, 2002



                                       13