FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                 (X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

               OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934


     For the Quarter ended September 30, 2001
            ------------------

     Commission File Number 0-16526
                -------


                    HUTTON INVESTORS FUTURES FUND L.P. II
       -----------------------------------------------------------------
          (Exact name of registrant as specified in its charter)

              Delaware                            13-3406160
      -----------------------------------------------------------------
      (State or other jurisdiction of            (I.R.S. Employer
       incorporation or organization)           Identification No.)


                     c/o Smith Barney Futures Management LLC
                          388 Greenwich St. - 7th. Fl.
                            New York, New York 10013
       -----------------------------------------------------------------
          (Address and Zip Code of principal executive offices)

                                   (212) 723-5424
       -----------------------------------------------------------------
          (Registrant's telephone number, including area code)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                   Yes X No
                                   ----- ----


<PAGE>




                      HUTTON INVESTORS FUTURES FUND L.P. II
                                    FORM 10-Q
                                      INDEX

                                                                          Page
                                                                         Number

PART I - Financial Information:

           Item 1. Financial Statements:

                   Statement of Financial Condition at
                   September 30, 2001 and December 31,
                   2000 (unaudited).                                      3

                   Statement of Income and Expenses and
                   Partners' Capital for the three and
                   nine months ended September 30, 2001
                   and 2000 (unaudited).                                  4

                   Notes to Financial Statements
                   (unaudited)                                          5 - 9

           Item 2. Management's Discussion and Analysis
                   of Financial Condition and Results of
                   Operations                                          10 - 11

           Item 3. Quantitative and Qualitative Disclosures
                   of Market Risk                                      12 - 13

PART II - Other Information                                               14


                                   2
<PAGE>


                                     PART I

                          Item 1. Financial Statements

                      HUTTON INVESTORS FUTURES FUND L.P. II
                        STATEMENT OF FINANCIAL CONDITION
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                 SEPTEMBER 30,  DECEMBER 31,
                                                        2001           2000
                                                  -----------  ------------
<S>                                                      <C>            <C>

ASSETS:
Equity in commodity futures trading account:
  Cash                                            $16,169,412   $14,125,192
  Net unrealized appreciation on open positions       768,931     2,678,594
                                                  -----------   -----------
                                                   16,938,343    16,803,786
Interest receivable                                    33,405        61,189
                                                  -----------   -----------
                                                  $16,971,748   $16,864,975
                                                  ===========   ===========

LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions                                     $    79,930   $    93,670
  Other                                                33,525        39,239
 Redemptions payable                                   46,167       635,625
                                                  -----------   -----------
                                                      159,622       768,534
                                                  -----------   -----------

Partners' capital :

  General Partner, 44 Unit equivalents
    outstanding in 2001 and 2000                      290,195       266,357
  Limited Partners, 2,505.0950 and 2,615 Units
    of Limited Partnership Interest
    outstanding in 2001 and 2000, respectively     16,521,931    15,830,084
                                                  -----------   -----------
                                                   16,812,126    16,096,441
                                                  -----------   -----------
                                                  $16,971,748   $16,864,975
                                                  ===========   ===========

</TABLE>

  See Notes to Financial Statements.

                                   3

<PAGE>


                      HUTTON INVESTORS FUTURES FUND L.P. II
             STATEMENT OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED               NINE MONTHS ENDED
                                                                 SEPTEMBER 30,                   SEPTEMBER 30,
                                                          ----------------------------   ----------------------------
                                                                 2001             2000           2001            2000
                                                          ----------------------------   ----------------------------
<S>                                                               <C>            <C>             <C>             <C>
Income:
  Net gains (losses) on trading of commodity
  interests:
  Realized gains (losses) on closed positions            $    774,819    $   (101,201)   $  3,586,668    $ (2,225,788)
  Change in unrealized gains (losses) on open
   positions                                                  627,671        (966,895)     (1,909,663)     (1,280,701)
                                                         ------------    ------------    ------------    ------------
                                                            1,402,490      (1,068,096)      1,677,005      (3,506,489)
Less, brokerage commissions including clearing fees
  of $4,021, $3,631, $12,197 and $14,235, respectively       (193,749)       (174,754)       (515,047)       (568,980)
                                                         ------------    ------------    ------------    ------------
  Net realized and unrealized gains (losses)                1,208,741      (1,242,850)      1,161,958      (4,075,469)
  Interest income                                             106,181         241,386         379,441         608,386
                                                         ------------    ------------    ------------    ------------
                                                            1,314,922      (1,001,464)      1,541,399      (3,467,083)
                                                         ------------    ------------    ------------    ------------
Expenses:
  Other expenses                                               12,139            --            36,326          26,332
  Incentive fees                                                 --              --            72,636            --
                                                         ------------    ------------    ------------    ------------
                                                               12,139            --           108,962          26,332
                                                         ------------    ------------    ------------    ------------

  Net income (loss)                                         1,302,783      (1,001,464)      1,432,437      (3,493,415)
  Redemptions                                                 (46,167)     (1,519,857)       (716,752)     (3,219,368)
                                                         ------------    ------------    ------------    ------------
  Net increase (decrease) in Partners' capital              1,256,616      (2,521,321)        715,685      (6,712,783)

Partners' capital, beginning of period                     15,555,510      14,662,619      16,096,441      18,854,081
                                                         ------------    ------------    ------------    ------------
Partners' capital, end of period                         $ 16,812,126    $ 12,141,298    $ 16,812,126    $ 12,141,298
                                                         ------------    ------------    ------------    ------------
Net asset value per Unit
  (2,549.0950 and 2,764 Units outstanding
  at September 30, 2001 and 2000, respectively)          $   6,595.33    $   4,392.65    $   6,595.33    $   4,392.65
                                                         ------------    ------------    ------------    ------------

Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent           $     509.68    $    (322.02)   $     541.76    $  (1,065.97)
                                                         ------------    ------------    ------------    ------------

See Notes to Finanacial Statements
</TABLE>

                                   4
<PAGE>

                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2001
                                   (Unaudited)

1.     General

     Hutton  Investors  Futures  Fund L.P. II (the  "Partnership")  is a limited
partnership, organized on March 31, 1987 under the partnership laws of the State
of Delaware,  to engage in the speculative trading of a diversified portfolio of
commodity interests including futures contracts,  options and forward contracts.
The  commodity  interests  that are traded by the  partnership  are volatile and
involve a high degree of market risk. The  Partnership  commenced  operations on
July 24, 1987.

     Smith  Barney  Futures  Management  LLC acts as the  general  partner  (the
"General  Partner") of the Partnership.  The  Partnership's  commodity broker is
Salomon Smith Barney Inc.  ("SSB").  SSB is an affiliate of the General Partner.
The  General  Partner is wholly  owned by Salomon  Smith  Barney  Holdings  Inc.
("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of
Citigroup Inc. As of September 30, 2001, all trading  decisions are made by John
W. Henry & Company,  Inc. and TrendLogic  Associates,  Inc.  (collectively,  the
"Advisors").

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition  at  September  30, 2001 and  December 31, 2000 and the results of its
operations  for the three and nine  months  ended  September  30, 2001 and 2000.
These  financial  statements  present the results of interim  periods and do not
include all disclosures  normally provided in annual financial  statements.  You
should read these financial  statements  together with the financial  statements
and notes  included in the  Partnership's  annual report on Form 10-K filed with
the Securities and Exchange Commission for the year ended December 31, 2000.

     Due to the nature of commodity  trading,  the results of operations for the
interim  periods  presented  should not be considered  indicative of the results
that may be expected for the entire year.

                                   5
<PAGE>



                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2001
                                   (Unaudited)
                                   (Continued)
2.     Financial Highlights:

         Changes in net asset value per Unit for the three and nine months ended
September 30, 2001 and 2000 were as follows:

<TABLE>
<CAPTION>


                                        THREE-MONTHS ENDED           NINE-MONTHS ENDED
                                         SEPTEMBER 30,                 SEPTEMBER 30,
                                    ---------     ---------     ---------     ---------
                                        2001          2000          2001          2000
                                    ---------     ---------     ---------     ---------
<S>                                      <C>            <C>           <C>         <C>
Net realized and unrealized
 gains(losses)                   $     472.89  $    (399.63) $     437.83  $  (1,245.23)

Interest income                         41.55         77.61        145.19        187.04
Expenses                                (4.76)           --        (41.26)        (7.78)
                                    ---------     ---------     ---------     ---------
Increase (decrease) for
 periods                               509.68       (322.02)       541.76     (1,065.97)


Net Asset Value per Unit,
  beginning of periods               6,085.65      4,714.67      6,053.57      5,458.62
                                    ---------     ---------     ---------     ---------

Net Asset Value per Unit,
  end of periods                 $   6,595.33  $   4,392.65  $   6,595.33  $   4,392.65
                                    =========     =========     =========     =========

Total Return                             8.4%                        8.9%

Ratio of expenses, including
 brokerage commissions, to
 average net assets *                    5.2%                        5.1%

Ratio of net income to average
 net assets *                           32.6%                       11.7%

*  Annualized
</TABLE>

                                   6
<PAGE>

                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2001
                                   (Unaudited)
                                   (Continued)

3.  Trading Activities:

     The  Partnership  was formed for the  purpose  of  trading  contracts  in a
variety of commodity interests,  including derivative financial  instruments and
derivative  commodity  instruments.  The  results of the  Partnership's  trading
activity  are  shown in the  statement  of income  and  expenses  and  partners'
capital.

     The  Customer   Agreement   between  the  Partnership  and  SSB  gives  the
Partnership the legal right to net unrealized gains and losses.

     All of the  commodity  interests  owned  by the  Partnership  are  held for
trading purposes. The average fair value during the nine and twelve months ended
September  30, 2001 and  December  31,  2000,  respectively,  based on a monthly
calculation, were $1,184,325 and $625,386, respectively. The fair value of these
commodity interests,  including options thereon, if applicable, at September 30,
2001 and December 31, 2000,  were  $768,931  and  $2,678,594,  respectively,  as
detailed below.


<TABLE>
<CAPTION>
                                      Fair Value
                               September 30,  December 31,
                                      2001           2000
                              -------------  -------------
<S>                                    <C>            <C>
Currency:
 - Exchange Traded Contracts   $    (3,513)   $    53,797
 - OTC Contracts                  (188,817)     1,065,113
Energy                              (3,353)       125,770
Grains                              13,277         33,440
Interest Rates U.S.                311,459        592,991
Interest Rates Non-U.S              60,598        593,276
Livestock                            8,630          6,750
Metals:
 - Exchange Traded Contracts        84,505         (5,245)
 - OTC Contracts                   104,859        (36,727)
Softs                              143,336        (48,067)
Indices                            237,950        297,496
                               -----------    -----------

Total                          $   768,931    $ 2,678,594
                               ===========    ===========

</TABLE>

                                   7
<PAGE>



                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2001
                                   (Unaudited)
                                   (Continued)


4.       Financial Instrument Risk:

     The Partnership is party to financial  instruments with  off-balance  sheet
risk,  including  derivative  financial  instruments  and  derivative  commodity
instruments,  in the normal course of its business.  These financial instruments
may  include  forwards,  futures  and  options,  whose  value is  based  upon an
underlying  asset,  index,  or reference  rate, and generally  represent  future
commitments  to exchange  currencies  or cash  flows,  to purchase or sell other
financial  instruments at specific terms at specified  future dates,  or, in the
case of derivative commodity instruments, to have a reasonable possibility to be
settled in cash, through physical delivery or with another financial instrument.
These  instruments  may be traded on an  exchange or  over-the-counter  ("OTC").
Exchange  traded  instruments are  standardized  and include futures and certain
option contracts.  OTC contracts are negotiated between  contracting parties and
include  forwards and certain options.  Each of these  instruments is subject to
various risks similar to those related to the underlying  financial  instruments
including  market and credit risk.  In general,  the risks  associated  with OTC
contracts are greater than those  associated  with exchange  traded  instruments
because of the greater risk of default by the counterparty to an OTC contract.

     Market  risk is the  potential  for  changes in the value of the  financial
instruments traded by the Partnership due to market changes,  including interest
and foreign  exchange rate movements and  fluctuations  in commodity or security
prices.  Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded.

     Credit risk is the possibility  that a loss may occur due to the failure of
a counterparty to perform according to the terms of a contract. Credit risk with
respect to exchange traded instruments is reduced to the extent that an exchange
or  clearing  organization  acts  as a  counterparty  to the  transactions.  The
Partnership's  risk of loss in the event of  counterparty  default is  typically
limited to the amounts recognized as unrealized  appreciation  (depreciation) in
the  statement of financial  condition  and not  represented  by the contract or
notional  amounts of the  instruments.  The Partnership has  concentration  risk
because the sole counterparty or broker with respect to the Partnership's assets
is SSB.

                                   8
<PAGE>

                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2001
                                   (Unaudited)
                                   (Continued)


     The General Partner monitors and controls the  Partnership's  risk exposure
on a daily  basis  through  financial,  credit  and risk  management  monitoring
systems and accordingly believes that it has effective procedures for evaluating
and limiting the credit and market  risks to which the  Partnership  is subject.
These  monitoring  systems allow the General  Partner to  statistically  analyze
actual trading results with risk adjusted performance indicators and correlation
statistics. In addition,  on-line monitoring systems provide account analysis of
futures, forwards and options positions by sector, margin requirements, gain and
loss transactions and collateral positions.

     The  notional  or  contractual  amounts  of these  instruments,  while  not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement  in these  instruments.  The  majority of these  instruments  mature
within  one year of  September  30,  2001.  However,  due to the  nature  of the
Partnership's business, these instruments may not be held to maturity.

                                   9
<PAGE>


     Item 2.  Management's  Discussion  and Analysis of Financial  Condition and
              Results of Operations.
Liquidity and Capital Resources
     The Partnership does not engage in the sale of goods or services.  Its only
assets are its equity in its commodity  futures trading  account,  consisting of
cash, net  unrealized  appreciation  (depreciation)  on open futures and forward
contracts and interest  receivable.  Because of the low margin deposits normally
required in commodity  futures  trading,  relatively  small price  movements may
result in substantial losses to the Partnership.  While substantial losses could
lead to a  substantial  decrease in  liquidity,  no such losses  occurred in the
Partnership's third quarter of 2001.

     The  Partnership's  capital  consists of the capital  contributions  of the
partners as  increased  or  decreased  by gains or losses on  commodity  futures
trading,  expenses,  interest income,  redemptions of Units and distributions of
profits, if any.

     For the nine months ended September 30, 2001, Partnership capital increased
4.4% from  $16,096,441 to  $16,812,126.  This increase was  attributable  to net
income  from  operations  of  $1,432,437  which  was  partially  offset  by  the
redemption  of 109.9050  Units  resulting in an outflow of $716,752 for the nine
months ended  September 30, 2001.  Future  redemptions  can impact the amount of
funds  available for  investment in commodity  contract  positions in subsequent
months.

Results of Operations

     During the  Partnership's  third  quarter of 2001,  the net asset value per
unit  increased  8.4% from  $6,085.65  to $6,595.33 as compared to a decrease of
6.8% in the third  quarter of 2000.  The  Partnership  experienced a net trading
gain before brokerage  commissions and related fees in the third quarter of 2001
of  $1,402,490.  Gains were primarily  attributable  to the trading of commodity
futures in U.S. interest rates, metals, livestock and indices and were partially
offset by losses in  currencies,  energy,  grains,  non-U.S.  interest rates and
softs.  The  Partnership  experienced a net trading loss before  commissions and
related fees in the third quarter of 2000 of  $1,068,096.  Losses were primarily
attributable  to the  trading  of  commodity  futures  in  currencies,  non-U.S.
interest rates,  metals, softs and indices and were partially offset by gains in
energy, grains, U.S interest rates and livestock.

                                   10
<PAGE>

     Commodity futures markets are highly volatile. Broad price fluctuations and
rapid  inflation  increase  the risks  involved  in  commodity  trading but also
increase the possibility of profit. The profitability of the Partnership depends
on the  existence  of major  price  trends and the  ability of the  Advisors  to
identify  correctly  those price trends.  Price trends are  influenced by, among
other things, changing supply and demand relationships,  weather,  governmental,
agricultural,   commercial  and  trade  programs  and  policies,   national  and
international  political and economic  events and changes in interest  rates. To
the extent that market trends exist and the Advisors are able to identify  them,
the Partnership expects to increase capital through operations.

     Interest income on 80% of the Partnership's daily equity maintained in cash
was earned at the monthly  average  13-week U.S.  Treasury Bill yield.  Interest
income for the three and nine  months  ended  September  30, 2001  decreased  by
$135,205 and $228,945, respectively, as compared to the corresponding periods in
2000. The decrease in interest income is primarily due to a decrease in interest
rates during the three and nine months ended  September  30, 2001 as compared to
2000.

     Brokerage  commissions  are based on the number of trades  executed  by the
Advisors.  Accordingly, they must be analyzed in relation to the fluctuations in
the monthly net asset values.  Brokerage  commissions and fees for the three and
nine months  ended  September  30, 2001  increased  by $18,995 and  decreased by
$53,933, respectively, as compared to the corresponding periods in 2000.

     Incentive  fees are  based on the new  trading  profits  generated  by each
Advisor as defined in the  advisory  agreements  between  the  Partnership,  the
General  Partner and each Advisor.  Trading  performance  for the three and nine
months ended  September 30, 2001  resulted in incentive  fees of $0 and $72,636,
respectively.  There were no incentive fees earned for the three and nine months
ended September 30, 2000.

                                   11
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures of Market Risk
     The  Partnership  is a speculative  commodity  pool.  The market  sensitive
instruments held by it are acquired for speculative trading purposes, and all or
substantially all of the Partnership's assets are subject to the risk of trading
loss. Unlike an operating company,  the risk of market sensitive  instruments is
integral, not incidental, to the Partnership's main line of business.

     Market  movements  result  in  frequent  changes  in the fair  value of the
Partnership's open positions and,  consequently,  in its earnings and cash flow.
The  Partnership's  market  risk is  influenced  by a wide  variety of  factors,
including the level and volatility of interest  rates,  exchange  rates,  equity
price  levels,   the  value  of  financial   instruments   and  contracts,   the
diversification effects among the Partnership's open positions and the liquidity
of the markets in which it trades.

     The  Partnership  rapidly  acquires  and  liquidates  both  long and  short
positions in a wide range of different markets. Consequently, it is not possible
to predict how a particular future market scenario will affect performance,  and
the Partnership's  past performance is not necessarily  indicative of its future
results.

     Value at Risk is a measure  of the  maximum  amount  which the  Partnership
could  reasonably  be expected to lose in a given market  sector.  However,  the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets  traded by the  Partnership  of market  movements  far  exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership's  experience to date (i.e., "risk of
ruin").  In  light  of the  foregoing  as well as the  risks  and  uncertainties
intrinsic  to all  future  projections,  the  inclusion  of  the  quantification
included in this section should not be considered to constitute any assurance or
representation  that the  Partnership's  losses  in any  market  sector  will be
limited to Value at Risk or by the  Partnership's  attempts to manage its market
risk.

     Exchange  maintenance margin requirements have been used by the Partnership
as the measure of its Value at Risk.  Maintenance margin requirements are set by
exchanges  to equal or exceed  the  maximum  losses  reasonably  expected  to be
incurred  in the fair value of any given  contract  in  95%-99%  of any  one-day
intervals.  Maintenance  margin  has been used  rather  than the more  generally
available  initial  margin,  because  initial  margin  includes  a  credit  risk
component, which is not relevant to Value at Risk.

                                   12
<PAGE>




     The following table indicates the trading Value at Risk associated with the
Partnership's  open  positions by market  category as of September 30, 2001. All
open position  trading risk exposures of the  Partnership  have been included in
calculating  the  figures  set  forth  below.  As of  September  30,  2001,  the
Partnership's total capitalization was approximately $16,812,126. There has been
no material change in the trading Value at Risk information previously disclosed
in the Form 10-K for the year ended December 31, 2000.



                               September 30, 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    Year to Date
                                             % of Total             High      Low
Market Sector               Value at Risk   Capitalization  Value at Risk  Value at Risk
----------------------------------------------------------------------------------------
<S>                                   <C>        <C>           <C>           <C>
Currencies:
 - Exchange Traded Contracts   $   39,021       0.23%    $   39,021   $   13,914
 - OTC Contracts                  533,716       3.18%       860,255      375,435
Energy                            151,500       0.90%       202,000       21,500
Grains                             32,700       0.19%       182,600       18,100
Interest Rates U.S.               200,400       1.19%       240,250       75,420
Interest Rates Non-U.S            451,269       2.68%       860,747      248,459
Livestock                           3,680       0.02%         5,700        3,000
Metals:
 - Exchange Traded Contracts       80,000       0.48%        80,000       32,000
 - OTC Contracts                   79,950       0.48%        79,950       31,550
Softs                              64,756       0.39%        91,428       36,324
Indices                           340,385       2.02%       388,963      203,618
                               ----------   ----------
Total                          $1,977,377      11.76%
                               ==========   ==========

</TABLE>

                                   13
<PAGE>



                            PART II OTHER INFORMATION

Item 1. Legal Proceedings - None

Item 2.  Changes in Securities and Use of Proceeds - None

Item 3.  Defaults Upon Senior Securities - None

Item 4.  Submission of Matters to a Vote of Security Holders - None

Item 5.  Other Information - None

Item 6.  (a) Exhibits - None

         (b) Reports on Form 8-K - None

                                   14
<PAGE>



                                  SIGNATURES
     Pursuant  to the  requirements  of Section  13 or 15 (d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto  duly  authorized.
HUTTON  INVESTORS FUTURES FUND L.P. II


By:   Smith Barney Futures Management LLC
           (General Partner)


By:   /s/ David J. Vogel, President
      -------------------------------
           David J. Vogel, President

Date:    11/8/01
      ------------

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

By:   Smith Barney Futures Management LLC
           (General Partner)


By:   /s/ David J. Vogel, President
      -------------------------------
           David J. Vogel, President


Date:    11/8/01
      ------------



By:   /s/ Daniel R. McAuliffe, Jr.
      -----------------------------------
           Daniel R. McAuliffe, Jr.
           Chief Financial Officer and Director


Date:    11/8/01
      ------------

                                   15