Form 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                    |X|     Quarterly Report Pursuant to Section 13 or 15(d) of
                            the Securities Exchange Act of 1934.
                            For the quarterly period ended June 30, 1997

                    |_|     Transition Report Pursuant to Section 13 or 15(d) of
                            the Securities Exchange Act of 1934.
                            For the transition period from _______ to _______

                        Commission File Number 000-19160

                      ATEL Cash Distribution Fund III, L.P.
             (Exact name of registrant as specified in its charter)

California                                                          94-3100855
(State or other jurisdiction of                              (I. R. S. Employer
incorporation or organization)                               Identification No.)

           235 Pine Street, 6th Floor, San Francisco, California 94104
                    (Address of principal executive offices)

        Registrant's telephone number, including area code: (415)989-8800



Indicate  by a 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 |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>

                          Part I FINANCIAL INFORMATION

Item 1.               Financial Statements.


<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                                  BALANCE SHEET

                                  JUNE 30, 1997
                                   (Unaudited)


                                     ASSETS



Cash and cash equivalents                                           $3,532,837

Accounts receivable                                                    229,367

Investments in leases                                               21,094,123
                                                                ---------------
                                                                   $24,856,327
                                                                ===============


                        LIABILITIES AND PARTNERS' CAPITAL

Non-recourse debt                                                    $3,618,166

Accrued interest                                                        18,732

Accounts payable:
     General partners                                                   49,097
     Other                                                             227,847

Unearned operating lease income                                        341,135
                                                                ---------------

Total liabilities                                                    4,254,977

Partners' capital:
     General partners                                                  140,757
     Limited partners                                               20,460,593
                                                                ---------------
Total partners' capital                                             20,601,350
                                                                ---------------
                                                                   $24,856,327
                                                                ===============

                        See notes to financial statements


<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                                INCOME STATEMENTS

                        THREE AND SIX MONTH PERIODS ENDED
                             JUNE 30, 1997 AND 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             Six Months Ended          Three Months Ended
                                                                         June 30,                         June 30,
Revenues:                                                 1997             1996             1997             1996
                                                          ----             ----             ----             ----
Lease revenues:
<S>                                                       <C>              <C>              <C>             <C>
   Operating leases                                       $3,986,005       $5,108,126       $1,951,721      $2,434,471
   Direct financing leases                                   166,177          235,054           79,765         113,546
   Leveraged leases                                           22,096           42,515           11,048          21,257
   Gain on sales of assets                                   608,324          181,879          375,485          37,511
Interest income                                               53,776           25,814           29,135           9,920
Other                                                            750             (192)             216            (192)
                                                     ---------------- ---------------- ---------------- ---------------
                                                           4,837,128        5,593,196        2,447,370       2,616,513
                                                     ---------------- ---------------- ---------------- ---------------
Expenses:
Depreciation                                               2,583,530        3,801,365        1,253,735       1,847,887
Equipment and partnership management fees                    294,161          373,497          145,419         176,182
Interest expense                                             200,192          389,779           96,338         158,872
Administrative cost reimbursements                           124,978          108,924           53,827          69,368
Taxes                                                         73,732           47,978           73,732          47,978
Other                                                         64,501           38,701           25,924          34,013
Provision for losses                                          34,095           55,882           10,197          26,169
Professional fees                                             12,698           21,604            9,267          15,170
                                                     ---------------- ---------------- ---------------- ---------------
                                                           3,387,887        4,837,730        1,668,439       2,375,639
                                                     ---------------- ---------------- ---------------- ---------------
Net Income                                                $1,449,241         $755,466         $778,931        $240,874
                                                     ================ ================ ================ ===============

Net income:
     General partners                                        $14,492           $7,555           $7,789          $2,409
     Limited partners                                      1,434,749          747,911          771,142         238,465
                                                     ---------------- ---------------- ---------------- ---------------
                                                          $1,449,241         $755,466         $778,931        $240,874
                                                     ================ ================ ================ ===============

Net income per limited partnership unit                        $0.19            $0.10            $0.10           $0.03
Weighted average number of units
   outstanding                                             7,376,284        7,377,584        7,376,284       7,376,284
</TABLE>

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

                             SIX MONTH PERIOD ENDED
                                  JUNE 30, 1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Limited Partners      General
                                                          Units           Amount          Partners          Total
<S>                                                        <C>            <C>                 <C>          <C>
Balance December 31, 1996                                  7,376,284      $22,955,215         $126,265     $23,081,480
Distributions to limited partners                                          (3,929,371)                      (3,929,371)
Net income                                                                  1,434,749           14,492       1,449,241
                                                     ---------------- ---------------- ---------------- ---------------
Balance June 30, 1997                                      7,376,284      $20,460,593         $140,757     $20,601,350
                                                     ================ ================ ================ ===============
</TABLE>
                        See notes to financial statements

<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                            STATEMENTS OF CASH FLOWS

                        THREE AND SIX MONTH PERIODS ENDED
                             JUNE 30, 1997 AND 1996

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             Six Months Ended          Three Months Ended
                                                                         June 30,                         June 30,
                                                          1997             1996             1997             1996
                                                          ----             ----             ----             ----
<S>                                                       <C>               <C>              <C>             <C>
Operating activities:
Net income                                                $1,449,241         $755,466         $778,931        $240,874

Adjustment to reconcile net income to net cash 
   provided by operations:
     Depreciation                                          2,583,530        3,801,365        1,253,735       1,847,887
     Leveraged lease income                                  148,692          (32,892)         155,697         (16,446)
     Gain on sales of assets                                (608,324)        (181,879)        (375,485)        (37,511)
     Provision for losses                                     34,095           55,882           10,197          26,169
   Changes in operating assets and liabilities:
      Accounts receivable                                    592,113          269,222          237,727          92,436
      Notes receivable                                             -           22,431                -          11,216
      Accounts payable, general partner                      (58,492)          11,216            6,790          74,492
      Accounts payable, other                                (31,595)         (92,914)         (40,545)         68,525
      Accrued interest                                       (41,430)         (38,433)         (22,804)        (32,253)
      Unearned operating lease income                        127,093           95,498         (135,086)       (142,241)
                                                     ---------------- ---------------- ---------------- ---------------
Net cash provided by operating activities                  4,194,923        4,664,962        1,869,157       2,133,148
                                                     ---------------- ---------------- ---------------- ---------------

Investing activities:

Proceeds from sales of lease assets                        2,343,433        1,025,749        1,294,059         485,500
Reduction in net investment in direct
   financing leases                                          607,460          867,605          291,501         398,714
Purchase of equipment on direct financing
   leases                                                          -         (120,000)               -                -
                                                     ---------------- ---------------- ---------------- ---------------

Net cash provided by investing activities                  2,950,893        1,773,354        1,585,560         884,214
                                                     ---------------- ---------------- ---------------- ---------------
</TABLE>










<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (CONTINUED)

                        THREE AND SIX MONTH PERIODS ENDED
                             JUNE 30, 1997 AND 1996

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             Six Months Ended          Three Months Ended
                                                                         June 30,                         June 30,
                                                                         --------                         --------
                                                          1997             1996             1997             1996
                                                          ----             ----             ----             ----
<S>                                                       <C>               <C>              <C>             <C>
Financing activities:

Distributions to limited partners                         (3,929,371)      (4,787,797)      (1,843,989)     (2,208,563)
Repayments of long-term non-recourse debt                 (2,450,160)      (2,394,274)      (1,184,233)       (993,880)
Repurchases of units                                               -           (8,608)               -          (8,608)
                                                     ---------------- ---------------- ---------------- ---------------

Net cash used in financing activities                     (6,379,531)      (7,190,679)      (3,028,222)     (3,211,051)
                                                     ---------------- ---------------- ---------------- ---------------

Net increase (decrease) in cash and
   cash equivalents                                          766,285         (752,363)         426,495        (193,689)
Cash and cash equivalents at
   beginning of period                                     2,766,552        1,874,774        3,106,342       1,316,100
                                                     ---------------- ---------------- ---------------- ---------------
Cash and cash equivalents at end of
   period                                                 $3,532,837       $1,122,411       $3,532,837      $1,122,411
                                                     ================ ================ ================ ===============

Supplemental disclosures of cash flow information:
Cash paid during period for interest                        $200,192         $389,779          $96,338        $158,872
                                                     ================ ================ ================ ===============
</TABLE>

                        See notes to financial statements


<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1997
                                   (Unaudited)


1. Summary of significant accounting policies:

Interim financial statements:

The unaudited interim financial statements reflect all adjustments which are, in
the opinion of the general partners,  necessary to a fair statement of financial
position and results of operations for the interim periods  presented.  All such
adjustments are of a normal recurring nature.  These unaudited interim financial
statements  should be read in  conjunction  with the most recent  report on Form
10K.


2. Organization and partnership matters:

ATEL Cash  Distribution Fund III, L.P. (the  Partnership),  was formed under the
laws of the State of California in September  1989, for the purpose of acquiring
equipment to engage in equipment leasing and sales activities.  Contributions in
the  amount  of $600  were  received  as of  September  7,  1989,  $100 of which
represented  the  General  Partners'  continuing  interest,  and  $500 of  which
represented the Initial Limited Partners' capital investment.

Upon the sale of the  minimum  amount of Units of Limited  Partnership  interest
(Units) of $1,200,000 and the receipt of the proceeds  thereof on March 1, 1990,
the Partnership commenced operations.

The Partnership's business consists of leasing various types of equipment. As of
June 30, 1997,  the  Partnership's  leases were for terms of two and one half to
eight and one half years.

Pursuant to the Agreement of Limited  Partnership,  the General Partners receive
compensation  and   reimbursements  for  services  rendered  on  behalf  of  the
Partnership (Note 5.)


3. Investment in leases:

The Partnership's investment in leases consists of the following:

<TABLE>
<CAPTION>
                                                                        Depreciation
                                                                        Expense or        Reclass-
                                  December 31,                         Amortization     ifications &       June 30,
                                        1996            Additions        of Leases      Dispositions         1997
                                        ----            ---------        ---------     --------------        ----
<S>                                     <C>                               <C>              <C>             <C>
Net investment in operating
   leases                               $21,853,800                       ($2,558,621)     ($1,432,787)    $17,862,392
Net investment in direct
   financing leases                       3,680,949                          (607,460)         (79,160)      2,994,329
Net investment in leveraged
   leases                                   757,654                          (148,692)               -         608,962
Equipment held for sale or
   lease                                    419,898                           (24,909)        (223,162)        171,827
Reserve for losses                         (509,292)        ($34,095)               -                -        (543,387)
                                  ------------------ ---------------- ---------------- ---------------- ---------------
                                        $26,203,009         ($34,095)     ($3,339,682)     ($1,735,109)    $21,094,123
                                  ================== ================ ================ ================ ===============
</TABLE>

<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1997
                                   (Unaudited)


3. Investment in leases (continued):

The following  schedule provides an analysis of the Partnership's  investment in
property on operating leases by major  classifications  as of December 31, 1996,
acquisitions and dispositions  during the quarters ended March 31, 1997 and June
30, 1997 and as of June 30, 1997.

<TABLE>
<CAPTION>
                                                                                            Reclassifications &
                                                      December 31,                      Dispositions       June 30,
                                                          1996          1st Quarter      2nd Quarter         1997
                                                          ----          -----------      -----------         ----
<S>                                                      <C>              <C>              <C>             <C>
Mining                                                   $17,497,908        ($949,110)     ($1,649,183)    $14,899,615
Manufacturing                                             10,144,506          (86,943)      (1,113,778)      8,943,785
Aircraft                                                   5,275,000                -                -       5,275,000
Utilities                                                  3,946,886                -                -       3,946,886
Transportation                                             3,923,808                -                -       3,923,808
Printing                                                   3,454,353                -                -       3,454,353
Food processing                                            2,438,524                -                -       2,438,524
Materials handling                                         1,958,393         (264,343)        (203,545)      1,490,505
Medical                                                    2,155,489       (1,405,674)               -         749,815
Communications                                               290,175                -                -         290,175
Other                                                         65,695          (28,452)               -          37,243
                                                     ---------------- ---------------- ---------------- ---------------
                                                          51,150,737       (2,734,522)      (2,966,506)     45,449,709
Less accumulated depreciation                            (29,296,937)         824,792          884,828     (27,587,317)
                                                     ---------------- ---------------- ---------------- ---------------
                                                         $21,853,800      ($1,909,730)     ($2,081,678)    $17,862,392
                                                     ================ ================ ================ ===============
</TABLE>

Equipment on operating leases was acquired in 1990, 1991, 1992, 1993 and 1995.

At June 30, 1997, the aggregate  amounts of future minimum lease payments are as
follows:

                Year ending      Direct
                December 31,     Financing        Operating          Total
                ------------     ---------        ---------          -----
                       1997         $559,543       $3,155,515       $3,715,058
                       1998        1,099,859        4,386,947        5,486,806
                       1999          546,039          821,284        1,367,323
                       2000          144,416                -          144,416
                       2001           23,836                -           23,836
                 Thereafter           17,877                -           17,877
                             ---------------- ---------------- ----------------
                                  $2,391,570       $8,363,746      $10,755,316
                             ================ ================ ================





<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1997
                                   (Unaudited)


4. Non-recourse debt:

Notes payable to financial  institutions are due in varying  monthly,  quarterly
and semi-annual installments of principal and interest. The notes are secured by
assignments  of lease  payments and pledges of the assets  which were  purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
6.81% to 11.3%.

Future minimum principal and interest payments of long-term non-recourse debt as
of June 30, 1997 are as follows:
                Year ending
                December 31,     Principal        Interest           Total
                       1997       $1,120,774         $124,113       $1,244,887
                       1998        2,083,685          132,689        2,216,374
                       1999          356,416           22,119          378,535
                       2000           57,291            2,374           59,665
                             ---------------- ---------------- ----------------
                                  $3,618,166         $281,295       $3,899,461
                             ================ ================ ================


5.  Related party transactions:

The terms of the  Agreement  of Limited  Partnership  provide  that the  General
Partners  and/or  Affiliates are entitled to receive  certain fees for equipment
acquisition, management and resale and for management of the Partnership.

The General Partners and/or  Affiliates  earned the following fees,  commissions
and reimbursements, pursuant to the Limited Partnership Agreement as follows:

                                                     1997             1996
                                                     ----             ----
Reimbursement of administrative costs                 $124,978        $108,924

Incentive and equipment management fees                294,161         373,497
                                               ---------------- ---------------
                                                      $419,139        $482,421
                                               ================ ===============




<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1997
                                   (Unaudited)


6.  Partners' capital:

The Partnership Net Profits, Net Losses, and Tax Credits are to be allocated 99%
to the Limited Partners and 1% to the General Partners.

As more  fully  described  in the  Partnership  Agreement,  available  Cash from
Operations and Cash from Sales or Refinancing shall be distributed as follows:

     First, 5% of  Distributions of Cash from Operations to the General Partners
     as Incentive Management Compensation.

     Second, the balance to the Limited Partners until the Limited Partners have
     received aggregate  Distributions,  as defined, in an amount equal to their
     Original  Invested  Capital,  as defined,  plus an 8% per annum  cumulative
     (compounded daily) return on their Adjusted Invested Capital, as defined.

     Third,   the  General   Partners  will  receive  as  Incentive   Management
     Compensation, the following:

          (A)  10% of remaining Cash from Operations, as defined,

          (B) 15% of remaining Cash from Sales or Refinancing, as defined.

     Fourth, the balance to the Limited Partners.


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $90,000,000 revolving credit agreement with a group of financial
institutions  which  expires on October  28,  1997.  The  agreement  includes an
acquisition  facility to be used by the  Partnership  and  Affiliates to provide
bridge financing for assets on leases.  Draws on the acquisition facility by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.

The Partnership had no borrowings under the agreement during 1997.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of June 30,
1997.








<PAGE>

Item 2.               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                      FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Capital Resources and Liquidity

Funds which have been  received,  but which have not yet been invested in leased
equipment, are invested in interest-bearing accounts or  high-quality/short-term
commercial paper.

The  Partnership's  primary  source of liquidity  during the first six months of
1997 was lease rents.  The liquidity of the Partnership will vary in the future,
increasing to the extent cash flows from leases exceed expenses,  and decreasing
as lease assets are acquired,  as distributions are made to the limited partners
and to the extent expenses exceed cash flows from leases.

The Partnership currently has available adequate reserves to meet contingencies,
but in the event those  reserves were found to be  inadequate,  the  Partnership
would  likely be in a position to borrow  against its current  portfolio to meet
such  requirements.  The  General  Partners  envision no such  requirements  for
operating purposes.

As of June 30, 1997, the Partnership had borrowed approximately $32,425,000. The
remaining unpaid balance of such borrowings at June 30, 1997 was $3,618,166. The
borrowings are  non-recourse to the  Partnership,  that is, the only recourse of
the lender will be to the  equipment or  corresponding  lease  acquired with the
loan proceeds.  The General  Partners  expect that  aggregate  borrowings in the
future  will not exceed  40% of  aggregate  equipment  cost.  In any event,  the
Agreement of Limited Partnership limits such borrowings to 40% of the total cost
of equipment, in aggregate.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional equipment. As of June 30, 1997, there were no such
commitments.

The Partnership made distributions of cash from 1997 first quarter operations in
February,  March and April 1997. The Partnership made distributions of cash from
1997 second  quarter  operations in May, June and July 1997.  The amounts of the
monthly  distributions  were each $0.0833 per Unit. The amounts of the quarterly
distributions  were each  $0.25  per  Unit.  These  distributions  represent  an
annualized distribution rate of 10.0%.

If interest rates increase or decrease  significantly,  the lease rates that the
Partnership can obtain on future leases will be expected to increase or decrease
in  parallel  as the cost of capital is a  significant  factor in the pricing of
lease  financing.  Leases  already  in place,  for the most  part,  would not be
affected by changes in interest rates.

Cash Flows, 1997 vs. 1996:

Six months:

Cash flows from operations decreased due to decreases in lease rents compared to
1996.  The decreases  were due to lease asset sales since the second  quarter of
1996.

Cash flows from the sales of assets  increased by  $1,317,684  compared to 1996.
The increase was due to larger amounts of lease  maturities and resulting sales.
The original cost of such assets sold increased to  approximately  $5,700,000 in
1997 from approximately $3,600,000 in 1996. Cash flows from the reduction of the
Partnership's  net investment in direct financing  leases decreased  compared to
1996 as a result of equipment sales over the last twelve months.

There were no financing sources of cash flows in 1997 or 1996.  Distributions to
limited  partners  decreased  compared  to  1996  due  to  the  decrease  in the
annualized  distribution rates compared to 1996. Debt payments for the six month
period increased due to scheduled debt payments.


<PAGE>

Three months:

Cash flows from  operations  decreased  in the three  month  period for the same
reasons noted above for the six month period.

Cash flows from investing activities in both 1996 and 1997 consisted of proceeds
from sales of assets and from reductions in the  Partnership's net investment in
direct  financing  leases.  Proceeds  from the sales of assets  increased due to
larger amounts of sales  activities.  Direct financing lease rents decreased for
the same reasons as noted above for the six month period.

There were no financing sources of cash in 1996 or 1997. Debt payments increased
for the same reasons as noted above for the six month period.

Results of Operations

Operations  in the second  quarter of 1996  resulted  in net income of  $778,931
compared to  $240,874  in 1996.  Net income for the first six months of 1997 was
$1,449,241 compared to $755,466 in 1996.

1997 vs. 1996:

Lease revenues decreased in both the three and six month periods compared to the
prior  year.  This is the result of asset sales  since June 30,  1996.  Interest
income has increased from 1996 to 1997 for both the three and six month periods.
This a direct  consequence  of having  maintained  higher  average cash balances
during the 1997 periods than in the 1996 periods.

Operating  lease  revenues  have shown a net decrease for both the three and six
month  periods.  The original cost of the  underlying  assets has decreased from
$60,503,401  at June 30, 1996 to  $45,449,709  at June 30, 1997.  The  decreased
amounts of equipment owned by the Partnership  also gave rise to the decrease in
depreciation expense.

As scheduled  debt payments have been made,  debt balances have been reduced and
this has caused interest expense to decline from 1996 to 1997.

Management fees are based on  distributions to the limited partners and on lease
rents.  The  decreases  in both  these  revenues  and  distributions  caused the
decrease in management fees.

<PAGE>

                            PART II OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS.

         Inapplicable.

Item 2. CHANGES IN SECURITIES.

         Inapplicable.

Item 3. DEFAULTS UPON SENIOR SECURITIES.

         Inapplicable.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         Inapplicable.

Item 5. OTHER INFORMATION.

         Inapplicable.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K.

                  (a) Documents filed as a part of this report

                    1. Financial Statements

                       Included in Part I of this report:

                       Balance Sheet, June 30, 1997.

                       Income  statement  for the six and  three  month  periods
                       ended June 30, 1997 and 1996.

                       Statement  of  changes  in  partners'  equity for the six
                       month period ended June 30, 1997.

                       Statements  of cash  flows  for the six and  three  month
                       periods ended June 30, 1997 and 1996.

                       Notes to the Financial Statements.

                    2. Financial Statement Schedules

                       All other  schedules  for which  provision is made in the
                       applicable  accounting  regulations of the Securities and
                       Exchange  Commission  are not required  under the related
                       instructions or are inapplicable, and therefore have been
                       omitted.

                  (b)  Report on Form 8-K

                       None

<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date:
August 14, 1997

                      ATEL CASH DISTRIBUTION FUND III, L.P.
                                  (Registrant)





                              By:  /s/ A.  J.  BATT
                                  ---------------------------------------------
                                  A. J. Batt,
                                  General Partner of registrant



                              By:   /s/ DEAN L. CASH
                                  ---------------------------------------------
                                  Dean Cash,
                                  General Partner of registrant



                              By:   /s/ F. RANDALL BIGONY
                                  ---------------------------------------------
                                  F. Randall Bigony
                                  Principal financial officer of registrant



                              By:   /s/ DONALD E.  CARPENTER
                                  ---------------------------------------------
                                  Donald E.  Carpenter,
                                  Principal accounting officer of
                                  registrant