Form 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                 |X|   Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934.
                       For the quarterly period ended September 30, 1998

                 |_|   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 SHEETS

                               SEPTEMBER 30, 1998
                                   (Unaudited)


                                     ASSETS




Cash and cash equivalents                                           $7,971,365

Accounts receivable                                                    191,289

Investment in leases                                                 7,394,730
                                                               ----------------
                                                                   $15,557,384
                                                               ================



                        LIABILITIES AND PARTNERS' CAPITAL



Non-recourse debt                                                     $875,694
Accrued interest                                                         8,196
Accounts payable:
     General Partners                                                   30,999
     Other                                                           1,370,814
Unearned operating lease income                                        118,545
                                                               ----------------
Total liabilities                                                    2,404,248

Partners' capital:
     General Partners                                                  180,076
     Limited Partners                                               12,973,060
                                                               ----------------
Total partners' capital                                             13,153,136
                                                               ----------------
                                                                   $15,557,384
                                                               ================

                             See accompanying notes



<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                                INCOME STATEMENTS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 1998 AND 1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   Nine Months Ended           Three Months Ended
                                                                           September 30,                         September 30,
                                                                           -------------                         -------------
                                                               1998              1997               1998              1997
                                                               ----              ----               ----              ----
Revenues:
Lease income:
<S>                                                           <C>                <C>                 <C>              <C>       
   Operating                                                  $3,134,750         $5,647,733           $841,181        $1,661,728
   Direct financing                                              211,082            228,725             70,570            62,548
   Leveraged                                                      13,930             29,461              4,643             7,365
   (Loss) gain on sales of assets                                (37,875)           608,992             36,709               668
Other                                                             24,272              1,701             20,315               951
Interest income                                                  302,393             92,500            104,066            38,724
                                                          ---------------   ----------------   ----------------  ----------------
                                                               3,648,552          6,609,112          1,077,484         1,771,984
                                                          ---------------   ----------------   ----------------  ----------------
Expenses:
Depreciation                                                   1,953,426          3,609,021            567,924         1,025,491
Interest expense                                                  98,487            259,436             21,109            59,244
Management fees                                                  257,236            415,165             80,796           121,004
Administrative cost reimbursements                               168,747            192,612             59,200            67,634
Professional fees                                                 20,546             26,538             12,779            13,840
Provision for losses                                              17,173             43,337                  -             9,242
Taxes                                                             28,746             75,738            (13,824)            2,006
Other                                                             57,652             77,090             21,572            12,589
                                                          ---------------   ----------------   ----------------  ----------------
                                                               2,602,013          4,698,937            749,556         1,311,050
                                                          ---------------   ----------------   ----------------  ----------------
Net income                                                     1,046,539          1,910,175            327,928           460,934
                                                          ===============   ================   ================  ================
Net income:
     General Partners                                            $10,465            $19,102             $3,279            $4,609
     Limited Partners                                          1,036,074          1,891,073            324,649           456,325
                                                          ---------------   ----------------   ----------------  ----------------
                                                              $1,046,539         $1,910,175           $327,928          $460,934
                                                          ===============   ================   ================  ================

Net income per limited partnership unit                            $0.14              $0.26              $0.04             $0.06

Weighted average number of units
   outstanding                                                 7,376,284          7,376,284          7,376,284         7,376,284
</TABLE>






                             See accompanying notes

<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                             NINE MONTH PERIOD ENDED
                               SEPTEMBER 30, 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                  Limited Partners         General
                                      Units             Amount            Partners            Total
<S>                                    <C>              <C>                   <C>            <C>        
Balance December 31, 1997              7,376,284        $19,628,128           $169,611       $19,797,739
Distributions to limited partners                        (7,691,142)                 -        (7,691,142)
Net income                                                1,036,074             10,465         1,046,539
                                  ---------------   ----------------   ----------------  ----------------
Balance September 30, 1998             7,376,284        $12,973,060           $180,076       $13,153,136
                                  ===============   ================   ================  ================
</TABLE>











                             See accompanying notes

<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                            STATEMENTS OF CASH FLOWS

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 1998 AND 1997

                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                 Nine Months Ended                    Three Months Ended
                                                                    September 30,                        September 30,
                                                                    -------------                        -------------
                                                               1998              1997               1998              1997
                                                               ----              ----               ----              ----
Operating activities:
<S>                                                           <C>                <C>                 <C>               <C>     
Net income                                                    $1,046,539         $1,910,175           $327,928          $460,934

Adjustments to reconcile net income to net cash 
   provided by operations:
     Depreciation                                              1,953,426          3,609,021            567,924         1,025,491
     Leveraged lease income                                      (13,930)           141,883             (4,643)           (6,809)
     Loss (gain) on sales of assets                               37,875           (608,992)           (36,709)             (668)
     Provision for losses                                         17,173             43,337                  -             9,242
Changes in operating assets and liabilities:
   Accounts receivable                                            33,746            312,765             (9,248)         (279,348)
   Accounts payable, General Partner                             (41,540)            17,396             30,999            75,888
   Accounts payable, other                                     1,177,023           (135,245)         1,033,544          (103,650)
   Accrued interest                                               (3,646)           (31,027)             2,654            10,403
   Deposits due to lessees                                             -                  -                                    -
   Unearned operating lease income                               (35,904)            44,996            (94,139)          (82,097)
                                                          ---------------   ----------------   ----------------  ----------------
Net cash provided by operations                                4,170,762          5,304,309          1,818,310         1,109,386
                                                          ---------------   ----------------   ----------------  ----------------

Investing activities:
Proceeds from sales of equipment                               3,203,765          3,012,880            403,951           669,447
Reduction in net investment in direct financing
   leases                                                        566,951            908,501            118,550           301,041
                                                          ---------------   ----------------   ----------------  ----------------
Net cash provided by investing activities                      3,770,716          3,921,381            522,501           970,488
                                                          ---------------   ----------------   ----------------  ----------------
</TABLE>
<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (CONTINUED)

                       NINE AND THREE MONTH PERIODS ENDED
                           SEPTEMBER 30, 1998 AND 1997

                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                  Nine Months Ended                    Three Months Ended
                                                                    September 30,                        September 30,
                                                                    -------------                        -------------
                                                               1998              1997               1998              1997
                                                               ----              ----               ----              ----
<S>                                                           <C>                <C>                <C>               <C>       
Financing activities:
Repayments of non-recourse debt                               (1,621,698)        (2,903,015)          (217,672)         (452,855)
Distributions to limited partners                             (7,691,142)        (5,773,489)        (2,766,711)       (1,844,118)
                                                          ---------------   ----------------   ----------------  ----------------

Net cash used in financing activities                         (9,312,840)        (8,676,504)        (2,984,383)       (2,296,973)
                                                          ---------------   ----------------   ----------------  ----------------
Net increase (decrease) in cash and cash
   equivalents                                                (1,371,362)           549,186           (643,572)         (217,099)
Cash and cash equivalents at beginning
   of period                                                   9,342,727          2,766,552          8,614,937         3,532,837
                                                          ---------------   ----------------   ----------------  ----------------

Cash and cash equivalents at end of period                    $7,971,365         $3,315,738         $7,971,365        $3,315,738
                                                          ===============   ================   ================  ================

Supplemental disclosures of cash flow information:

Cash paid for interest                                           $98,487           $259,436            $21,109           $59,244
                                                          ===============   ================   ================  ================
</TABLE>


                             See accompanying notes

<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1998
                                   (Unaudited)


1.  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. Investment in leases:

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

<TABLE>
<CAPTION>
                                                                              Depreciation
                                                                              Expense or          Reclass-
                                       December 31,                          Amortization       ifications &      September 30,
                                           1997             Additions          of Leases        Dispositions          1998
                                           ----             ---------          ---------       --------------         ----
<S>                                        <C>                  <C>             <C>                <C>                <C>       
Net investment in operating
   leases                                  $11,267,650                          ($1,953,426)       ($3,353,557)       $5,960,667
Net investment in direct
   financing leases                          2,379,596                             (566,951)          (576,872)        1,235,773
Net investment in leveraged
   leases                                      126,371                               13,930                  -           140,301
Equipment held for sale or lease                     -                                    -            688,789           688,789
Reserve for losses                            (613,627)         ($17,173)                 -                  -          (630,800)
                                     ------------------   ---------------   ----------------   ----------------  ----------------
                                           $13,159,990          ($17,173)       ($2,506,447)       ($3,241,640)       $7,394,730
                                     ==================   ===============   ================   ================  ================
</TABLE>

The following  schedule provides an analysis of the Partnership's  investment in
property on operating leases by major  classifications  as of December 31, 1997,
acquisitions  and  dispositions  during the quarters ended March 31, June 30 and
September 30, 1998 and as of September 30, 1998.

<TABLE>
<CAPTION>
                                       December 31,           --------------- Dispositions ---------------        September 30,
                                           1997            1st Quarter        2nd Quarter        3rd Quarter          1998
<S>                                        <C>               <C>                <C>                 <C>              <C>       

Mining                                     $12,690,592                          ($6,070,379)       ($1,069,657)       $5,550,556
Utilities                                    3,946,886                                    -                  -         3,946,886
Manufacturing                                4,881,231       ($1,099,749)          (346,794)                 -         3,434,688
Printing                                     3,044,659                 -                  -                  -         3,044,659
Transportation                               3,760,326        (1,313,606)                 -                  -         2,446,720
Food processing                              2,438,524                 -                  -                  -         2,438,524
Medical                                      2,155,489                 -                  -                  -         2,155,489
Materials handling                             964,980           (35,759)          (632,656)                 -           296,565
Communications                                 290,175                 -                  -                  -           290,175
Other                                           65,695                 -            (37,182)                 -            28,513
                                     ------------------   ---------------   ----------------   ----------------  ----------------
                                            34,238,557        (2,449,114)        (7,087,011)        (1,069,657)       23,632,775
Less accumulated
   depreciation                            (22,970,907)        1,170,067          3,928,035            200,697       (17,672,108)
                                     ------------------   ---------------   ----------------   ----------------  ----------------
                                           $11,267,650       ($1,279,047)       ($3,158,976)         ($868,960)       $5,960,667
                                     ==================   ===============   ================   ================  ================
</TABLE>


<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1998
                                   (Unaudited)


2. Investment in leases (continued):

At September 30, 1998,  the aggregate  amounts of future  minimum lease payments
are as follows:

<TABLE>
<CAPTION>
                                                               Direct
                                         Operating            Financing            Total
<S>                                          <C>                  <C>              <C>       

Three months ending December 31, 1998        $965,37298         $192,662         $1,158,034
        Year ending December 31, 1999           664,724            546,645          1,211,369
                                 2000           238,486            140,876            379,362
                                 2001            59,415             23,836             83,251
                                 2002                 -             17,877             17,877
                                         ---------------   ----------------   ----------------
                                             $1,927,997           $921,896         $2,849,893
                                         ===============   ================   ================
</TABLE>


3. 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 or
financed with the proceeds of the particular notes.  Interest rates on the notes
vary from 8% to 13.3%.

Future minimum principal  payments of non-recourse debt as of September 30, 1998
are as follows:

<TABLE>
<CAPTION>
                                           Principal          Interest             Total
<S>                                            <C>                 <C>               <C>     

Three months ending December 31, 1998          $461,987            $23,350           $485,337
        Year ending December 31, 1999           356,416             22,120            378,536
                                 2000            57,291              2,374             59,665
                                         ---------------   ----------------   ----------------
                                               $875,694            $47,844           $923,538
                                         ===============   ================   ================
</TABLE>


4. Commitments, management and report of fees:

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:

                                             1998              1997
                                             ----              ----
Reimbursement of administrative costs          $168,747          $192,612
Incentive and equipment management fees         257,236           415,165
                                        ----------------  ----------------
                                               $425,983          $607,777
                                        ================  ================

<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1998
                                   (Unaudited)


5.  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 November 28,  1999.  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 1998.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of September
30, 1998.



<PAGE>

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

Capital Resources and Liquidity

During the third quarter of 1998, the Partnership's primary sources of liquidity
were proceeds from sales of assets and from operating 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.

In the  event  the  Partnership's  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  September  30,  1998,  the   Partnership   had  borrowed   approximately
$32,425,000.  The remaining  unpaid balance of such  borrowings at September 30,
1998  was  approximately  $875,000.  The  borrowings  are  non-recourse  to  the
Partnership,  that is, the only recourse of the lender for a lessee default 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.

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $90,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on November 28, 1998.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional equipment. As of September 30, 1998, there were no
such commitments.

The Partnership made distributions of cash from 1998 first quarter operations in
February,  March and April 1998. The Partnership made distributions of cash from
1998 second quarter  operations in May, June and July 1998. The Partnership made
distributions  of cash from 1998 third quarter  operations in August,  September
and October 1998. The amounts of the monthly  distributions were each $0.125 per
Unit.  The  amounts of the  quarterly  distributions  were each $0.375 per Unit.
These distributions represent an annualized distribution rate of 15.0%.

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.

If  inflation  in the general  economy  becomes  significant,  it may affect the
Partnership  inasmuch as the residual  (resale) values and rates on re-leases of
the  Partnership's  leased  assets may  increase as the costs of similar  assets
increase.  However,  the  Partnership's  revenues from existing leases would not
increase,  as such rates are generally fixed for the terms of the leases without
adjustment for inflation.


<PAGE>

1998 vs. 1997 - nine months

During the nine month period ended September 30, 1998, the Partnership's primary
source of cash from  operating  activities  was lease  rents.  Lease  rents have
decreased compared to the prior year as a result of scheduled lease terminations
and asset sales in the last year.

Sources  of  cash  from  investing  activities  consisted  primarily  of  direct
financing  lease rents  accounted  for as  reductions  of the net  investment in
direct  financing  leases and the proceeds from sales of lease assets.  Proceeds
from sales of assets  increased by $190,885  compared to 1997.  Asset sales have
increased as more leases matured and the related assets were subsequently  sold.
Asset sales are not expected to be consistent  from one period to another.  Cash
flows from  direct  financing  leases have also  decreased  as a result of lease
terminations and asset sales.

In 1998 and  1997,  there  were no  financing  sources  of cash.  Repayments  of
non-recourse  debt have decreased due to scheduled debt payments.  Distributions
to  limited  partners  have  increased  due  to an  increase  in  the  per  Unit
distribution rates compared to 1997.

1998 vs. 1997 - three months

During  the  third  quarter,  the  Partnership's  primary  source  of cash  from
operations was operating lease rents.

Sources  of  cash  from  investing  activities  consisted  primarily  of  direct
financing  lease rents  accounted  for as  reductions  of the net  investment in
direct  financing  leases and the  proceeds  from sales of lease assets as noted
above for the nine month period. These cash flows decreased compared to 1997 for
the reasons noted above for the nine month period.

In 1998 and  1997,  there  were no  financing  sources  of cash.  Repayments  of
non-recourse debt have decreased and distributions to limited partners increased
compared to 1997 for the reasons noted above for the nine month period.


Results of Operations

Operations  in the third  quarter of 1998  resulted  in net  income of  $327,928
compared to  $460,934 in 1997.  Net income for the first nine months of 1998 was
$1,046,539 compared to $1,910,175 in 1997.

1998 vs. 1997

Nine months:

Operating  lease  revenues   decreased  by  $2,512,983   compared  to  1997  and
depreciation expense decreased by $1,655,595. Both of these decreases are due to
scheduled terminations of operating leases over the last year and the subsequent
sales of the related assets.

Interest  expense has decreased due to scheduled  reductions of debt balances in
the nine month period.

Management fees are based on the Partnership's revenues and its distributions to
its Limited Partners.  Lease revenues  decreased compared to 1997. This decrease
resulted in a decrease in management fees of approximately $158,000.


<PAGE>

Three months:

Operating  lease  revenues  decreased  by  $820,547  compared  to  1997.  Direct
financing  lease revenues  increased  $8,022  compared to 1997. The decreases in
operating lease revenues are related to the maturing of the underlying operating
leases and  subsequent  sales of the  assets or  renewals  classified  as direct
financing  leases.  Such  reclassifications  led to the small increase in direct
finance  lease  revenues.  Gains or losses on  equipment  sales have  fluctuated
significantly for the reasons noted above.

Depreciation expense decreased by $457,567 from 1997 to 1998 for the three month
periods. This decrease resulted from the factors discussed above as they related
to the nine month period.  Management  fees also decreased by $40,208 due to the
factors noted above relating to the nine month period.


Other

Year 2000 Issues

The year 2000 issue is the result of computer  programs  being written using two
digits rather than four to define the  applicable  year.  Any computer  programs
that have time  sensitive  software may  recognize a date using "00" as the year
1900  rather  than the year  2000.  This  could  result in a system  failure  or
miscalculation causing disruptions of operations, including, among other things,
a  temporary  inability  to process  transactions  or engage in  similar  normal
business activities.

The Partnership  uses primarily third party software and is  communicating  with
key vendors to ensure that the  Partnership's  systems are year 2000  compliant.
Based on these  discussions,  the  Partnership  does not  expect  that the costs
related to the year 2000 issue will be  significant.  Ultimately,  the potential
impact  of the year  2000  issue  will  depend on the way in which the year 2000
issue is addressed by businesses and other entities whose financial condition or
operational capability is important to the Partnership.












<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, September 30, 1998.

                              Income  statements  for the nine and  three  month
                              periods ended September 30, 1998 and 1997.

                              Statement of changes in partners'  capital for the
                              nine month period ended September 30, 1998.

                              Statements  of cash  flows  for the nine and three
                              month periods ended September 30, 1998 and 1997.

                              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:
November 10, 1998

                      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 L. 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