U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

 X      Quarterly  report under Section 13 or 15(d) of the  Securities  Exchange
---     Act of 1934 for the quarterly period ended June 30, 2001

___     Transition  report under  Section 13 or 15(d) of the  Exchange Act for
        the  transition period from ____to ___

Commission file number:  1-9009


                               Tofutti Brands Inc.
--------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

               Delaware                                  13-3094658
               --------                                  ----------
        (State of Incorporation)                       (I.R.S. Employer
                                                      Identification No.)


                  50 Jackson Drive, Cranford, New Jersey 07016
                  --------------------------------------------
                    (Address of Principal Executive Offices)

                                 (908) 272-2400
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

                ------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

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

Yes  X  No
    ---   ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     As of August 8, 2001 the Issuer had 6,135,667  shares of Common Stock,  par
value $.01, outstanding.

        Transitional Small Business Disclosure Format (check one):

                                   Yes __ No X


<PAGE>


                               TOFUTTI BRANDS INC.


                                      INDEX


                                                                            Page
--------------------------------------------------------------------------------

Part I - Financial Information:

Item 1.   Condensed Balance Sheets - June 30, 2001
             (Unaudited) and December 30, 2000 (Audited)                       3

          Condensed  Statements  of Income -
             (Unaudited)  -  Thirteen  and Twenty-six
             week periods ended June 30, 2001 and
             July 1, 2000                                                      4

          Condensed  Statements  of Cash Flows -
             (Unaudited)  - Twenty-six week periods
             ended June 30, 2001 and
             July 1, 2000                                                      5

          Notes to Condensed Financial Statements -
             (Unaudited)                                                     6-8

Item 2.   Management's Discussion and Analysis of
             Financial Condition and Results of
             Operations                                                     9-12


Part II - Other Information:

Item 4.   Submission of Matters to a Vote of Shareholders                     13

Item 6.   Exhibits and Reports on Form 8-K                                    14

          Signatures                                                          15



                                        2


<PAGE>


                               TOFUTTI BRANDS INC.
                            Condensed Balance Sheets
                                 (000's omitted)


<TABLE>
<CAPTION>
                                                               June 30, 2001     December 30, 2000
                                                               -------------     -----------------
                                                                 (Unaudited)             (Audited)
<S>                                                                 <C>                    <C>
Assets

Current assets:
   Cash and equivalents                                             $1,401                 $2,211
   Short-term investments                                              219                    269
   Accounts receivable (net of allowance for doubtful
        accounts of $301 and $270, respectively)                     2,083                    876
   Inventories                                                         864                    908
   Prepaid expenses                                                      3                      9
   Deferred income taxes                                               237                    359
                                                                       ---                    ---
        Total current assets                                         4,807                  4,632
                                                                     -----                  -----

Other assets                                                           181                    181
                                                                       ---                    ---
        Total assets                                                $4,988                 $4,813
                                                                    ======                 ======

Liabilities and Stockholders' Equity

   Current liabilities:
   Note payable                                                       $ --                   $  8
   Accounts payable and accrued expenses                               621                    146
   Accrued compensation                                                 --                    375
   Income taxes payable                                                 32                    331
                                                                       ---                    ---
        Total current liabilities                                      653                    860

Commitments and contingencies                                           --                     --

Stockholders' equity:
   Preferred stock                                                      --                     --
   Common stock                                                         61                     64
   Less: Treasury stock, at cost                                        --                   (247)
   Additional paid-in capital                                        3,322                  3,763
   Accumulated earnings                                                952                    373
                                                                       ---                    ---

        Total stockholders' equity                                   4,335                  3,953
                                                                     -----                  -----
        Total liabilities and stockholders' equity                  $4,988                 $4,813
                                                                    ======                 ======
</TABLE>

            See accompanying notes to condensed financial statements.

                                        3


<PAGE>


                               TOFUTTI BRANDS INC.
                         Condensed Statements of Income
                                   (Unaudited)
                                 (000's omitted)



<TABLE>
<CAPTION>
                                        Thirteen         Thirteen        Twenty-six       Twenty-six
                                       weeks ended     weeks ended      weeks ended       weeks ended
                                      June 30, 2001    July 1, 2000    June 30, 2001     July 1, 2000
                                      -------------    ------------    -------------     ------------
<S>                                       <C>            <C>               <C>              <C>
Net sales                                 $4,641         $3,847            $8,059           $6,872
Cost of sales                              3,168          2,363             5,300            4,292
                                           -----          -----             -----            -----
        Gross profit                       1,473          1,484             2,759            2,580
                                           -----          -----             -----            -----

Operating expenses:
   Selling                                   480            468               872              783
   Marketing                                  50             90               140              134
   Research and development                  128            107               255              206
   General and administrative                288            292               586              558
                                             ---            ---               ---              ---
                                             946            957             1,853            1,681
                                             ---            ---             -----            -----

Operating income                             527            527               906              899

Interest income                               17             16                46               31
                                              --             --                --               --
Income before income taxes                   544            543               952              930

Income taxes                                 212            211               373              368
                                             ---            ---               ---              ---

Net income                                  $332           $332              $579             $562
                                            ====           ====              ====             ====

Weighted average common
   shares outstanding:
        Basic                              6,146          6,341             6,183            6,323
                                           =====          =====             =====            =====
        Diluted                            7,354          7,833             7,381            7,751
                                           =====          =====             =====            =====

Net income per share:
        Basic                              $0.06          $0.05             $0.09            $0.09
                                           =====          =====             =====            =====
        Diluted                            $0.05          $0.04             $0.08            $0.07
                                           =====          =====             =====            =====

</TABLE>



            See accompanying notes to condensed financial statements.


                                        4


<PAGE>


                               TOFUTTI BRANDS INC.
                       Condensed Statements of Cash Flows
                                   (Unaudited)
                                 (000's omitted)



                                                   Twenty-six       Twenty-six
                                                     weeks            weeks
                                                     ended            ended
                                                 June 30, 2001     July 1, 2000
                                                 -------------     ------------




Cash flows from operating activities, net             $(605)          $(185)

Cash flows from financing activities                   (205)             39
                                                       ----             ---
        Net change in cash                             (810)           (146)

Cash and equivalents at beginning of period           2,211           1,693
                                                      -----           -----

Cash and equivalents at end of period                 1,401           1,547
                                                      =====           =====

Supplemental disclosures of cash flow
   information:
     Cash paid during the period for:
        Interest                                        $--              $2
                                                        ===              ==
        Income taxes                                   $550            $129
                                                       ====            ====

Noncash financing activity:
    The Company has retired 219 shares of its common stock
        held in treasury, at a cost of $444 during the twenty-six
        weeks ended June 30, 2001.




            See accompanying notes to condensed financial statements.




                                        5


<PAGE>


                               TOFUTTI BRANDS INC.
                     Notes to Condensed Financial Statements
                                   (Unaudited)
                                 (000's omitted)


Note 1:   Description of Business

          Tofutti  Brands Inc.  ("Tofutti"  or the  "Company") is engaged in one
          business  segment,  the  development,   production  and  marketing  of
          non-dairy frozen desserts and other food products.

Note 2:   Basis of Presentation

          The  accompanying  financial  information  is  unaudited,  but, in the
          opinion of management,  reflects all  adjustments  (which include only
          normally  recurring  adjustments)  necessary  to  present  fairly  the
          Company's financial position, operating results and cash flows for the
          periods  presented.   Certain  information  and  footnote  disclosures
          normally included in financial  statements prepared in accordance with
          generally  accepted  accounting  principles  have  been  condensed  or
          omitted  pursuant to the rules and  regulations  of the Securities and
          Exchange  Commission.  The  financial  information  should  be read in
          conjunction  with the audited  financial  statements and notes thereto
          for the year ended December 30, 2000 included in the Company's  Annual
          Report  on  Form  10-KSB  filed  with  the   Securities  and  Exchange
          Commission.  The results of operations for the twenty-six  week period
          ended June 30, 2001 are not  necessarily  indicative of the results to
          be expected for the full year.

          The  Company  operates  on a fiscal  year which  ends on the  Saturday
          closest to December 31.

Note 3:   Inventories

          The composition of inventories is as follows:

                                           June 30, 2001      December 30, 2000
                                           -------------      -----------------

          Finished products                    $555                   $658
          Raw materials and packaging           309                    250
                                                ---                    ---
                                               $864                   $908
                                               ====                   ====


                                        6


<PAGE>


                               TOFUTTI BRANDS INC.
               Notes to Condensed Financial Statements (continued)
                                   (Unaudited)
                                 (000's omitted)


Note 4:   Income Taxes

          Income taxes are accounted  for under the asset and liability  method.
          Deferred tax assets and  liabilities are recognized for the future tax
          consequences   attributable  to  differences   between  the  financial
          statement  carrying  amounts of existing  assets and  liabilities  and
          their  respective  tax bases and  operating  loss and tax credit carry
          forwards.  Deferred  tax assets and  liabilities  are  measured  using
          enacted tax rates  expected to apply to taxable income in the years in
          which those  temporary  differences  are  expected to be  recovered or
          settled. The effect on deferred tax assets and liabilities of a change
          in tax rates is  recognized  in income in the period that includes the
          enactment date.

Note 5:   Market Risk

          We invest our excess cash in bank certificates of deposit,  high rated
          money market funds and repurchase agreements. The bank certificates of
          deposit  are  usually  for a term of not more than six months nor more
          than $100 per account.

Note 6:   Earnings Per Share

          Basic  earnings  per common  share has been  computed by dividing  net
          income by the weighted  average  number of common shares  outstanding.
          Diluted  earnings per common  share has been  computed by dividing net
          income by the weighted  average  number of common  shares  outstanding
          adjusted for the incremental shares attributed to stock options.


                                        7


<PAGE>


                               TOFUTTI BRANDS INC.
               Notes to Condensed Financial Statements (continued)
                                   (Unaudited)
                                 (000's omitted)


     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings per share:

<TABLE>
<CAPTION>
                                                     Thirteen        Thirteen       Twenty-six       Twenty-six
                                                       Weeks           Weeks           Weeks            Weeks
                                                       Ended           Ended           Ended            Ended
                                                   June 30, 2001   July 1, 2000    June 30, 2001     July 1, 2000
                                                   -------------   ------------    -------------     ------------
<S>                                                     <C>            <C>              <C>               <C>
Numerator
   Net income-basic . . . . . . . . . . . . . .         $332           $332             $579              $562
                                                        ====           ====             ====              ====
   Net income-diluted . . . . . . . . . . . . .         $332           $332             $579              $562
                                                        ====           ====             ====              ====

Denominator
   Denominator for basic earnings per share
       Weighted average shares  . . . . . . . .        6,146          6,341            6,183             6,323
                                                       -----          -----            -----             -----
Effect of dilutive securities
        Stock options . . . . . . . . . . . . .        1,208          1,492            1,198             1,428
                                                       -----          -----            -----             -----
   Denominator for diluted earnings per share          7,354          7,833            7,381             7,751
                                                       -----          -----            -----             -----

   Earnings per share
        Basic . . . . . . . . . . . . . . . . .        $0.06          $0.05            $0.09             $0.09
                                                       =====          =====            =====             =====
        Diluted . . . . . . . . . . . . . . . .        $0.05          $0.04            $0.08             $0.07
                                                       =====          =====            =====             =====


</TABLE>


                                        8


<PAGE>


                               TOFUTTI BRANDS INC.

                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


The following is  management's  discussion  and analysis of certain  significant
factors which have affected our financial  position and operating results during
the periods included in the accompanying condensed financial statements.

The discussion and analysis which follows in this quarterly  report and in other
reports and documents and oral  statements  made on our behalf by our management
and others may  contain  trend  analysis  and other  forward-looking  statements
within the meaning of Section 21E of the  Securities  Exchange Act of 1934 which
reflect our current views with respect to future  events and financial  results.
These include statements regarding our earnings, projected growth and forecasts,
and similar matters which are not historical facts. We remind  stockholders that
forward-looking  statements are merely  predictions and therefore are inherently
subject to  uncertainties  and other factors which could cause the actual future
events  or  results  to  differ   materially   from  those   described   in  the
forward-looking statements. These uncertainties and other factors include, among
other things,  business  conditions  and growth in the food industry and general
economies, both domestic and international; lower than expected customer orders;
competitive  factors;  changes  in product  mix or  distribution  channels;  and
resource constraints encountered in developing new products. The forward-looking
statements  contained in this  quarterly  report and made elsewhere by or on our
behalf should be considered in light of these factors.

We have attempted to identify  additional  significant  uncertainties  and other
factors  affecting   forward-looking   statements  in  Exhibit  99  ("Additional
Information Regarding Forward-Looking  Statements") filed with our Annual Report
on Form 10-KSB for the fiscal year ended December 30, 2000 and  incorporated  by
reference to this  quarterly  report.  We will  provide  copies of Exhibit 99 to
stockholders  free of charge upon receipt of a written request  submitted to the
Company's  Secretary at Tofutti  Brands Inc., 50 Jackson  Drive,  Cranford,  New
Jersey  07016.  Stockholders  may also obtain copies of Exhibit 99 for a nominal
charge  from  the  Public  Reference  Section  of the  Securities  and  Exchange
Commission  at  450  Fifth  Street,  N.W.,  Washington,  D.C.  20549  or at  the
Commission's website: http://www.sec.gov.

Results of Operations

Thirteen  Weeks Ended June 30, 2001 Compared  with Thirteen  Weeks Ended
July 1, 2000
--------------------------------------------------------------------------------

Net sales for the thirteen weeks ended June 30, 2001  increased by $794,000,  or
21%, to  $4,641,000,  from the sales level realized for the thirteen weeks ended
July 1,  2000.  In the 2001  period,  sales of hard pack  Tofutti  increased  by
$517,000  while food product sales  increased by $277,000.  Our gross profit for
the  current  quarter  decreased  by  $11,000  and our gross  profit  percentage
decreased to 32% compared to 39% for the same period last year. Our gross profit
was  negatively  impacted  by  two  factors.   First,  we  continued  to  absorb
significant industry-wide price increases in paper and plastic packaging,  which
increased  our cost of goods sold.  The second  factor was our  recording  as an
expense in the second quarter of certain new product



                                       9




<PAGE>


introduction  allowances.  These  allowances  had the effect of reducing our net
sales during the period.

We anticipate that our sales will continue to increase during the balance of the
current fiscal year on a comparative  basis to last year due to the introduction
of new products  and  expanded  distribution.  Such  increase is dependent  upon
market  acceptance of these  products,  for which no assurance can be given.  In
addition,  we are making a major commitment to obtain additional shelf space for
our  products  in large  chain  supermarkets.  This will  require us to increase
spending  for  additional  introductory  allowances  for the  placement of these
products. These costs will have a continuing negative impact on our gross profit
percentage as we expense these costs as incurred  against sales and not over the
expected life of these  authorizations.  Additionally,  our cost of sales during
the quarter was adversely impacted by significant  industry-wide price increases
in paper and plastic  packaging,  which  increased  our cost of goods  sold.  We
expect that our operating expenses during the remainder of 2001 will continue to
be  adversely  affected  by such costs and that these  increased  expenses  will
offset most of the additional  gross profit  generated by the increase in sales.
We expect  the cost of  packaging  to remain at its  current  high level for the
foreseeable future.

Selling  expenses  increased  by 3% to $480,000 for the current  fiscal  quarter
compared with $468,000 for the comparable  period in 2000. This increase was due
primarily to higher outside  warehouse rental,  freight and commission  expenses
associated  with  the  higher  sales  level  in  2001.   Freight  expenses  were
significantly  impacted by the recent  surge in fuel prices,  which  resulted in
freight  carriers  adding fuel  surcharges  to their bills.  Marketing  expenses
decreased  44% to $50,000 in 2001 compared to $90,000 in 2000 due primarily to a
reduction in spending for artwork and plates for new product package design.

Research and development  costs,  which consist  principally of salary expenses,
increased  to $128,000 for the  thirteen  weeks ended June 30, 2001  compared to
$107,000  for  the  comparable   period  in  2000.   This  increase  was  mainly
attributable to increased costs for payroll, lab supplies, equipment repairs and
outside professional fees related to additional Kosher supervision costs.

General and  administrative  expenses  decreased  slightly  to $288,000  for the
current quarter compared with $292,000 for the comparable period in 2000.

Interest  income was  $17,000 for the current  fiscal  quarter as compared  with
$16,000  for  the  comparable   period  in  2000.  The  increase  was  primarily
attributable  to the  higher  level of funds  available  for  investment  in the
current period, which was offset by lower interest rates.

Twenty-Six  Weeks Ended June 30, 2001 Compared with Twenty-Six  Weeks Ended
July 1, 2000
--------------------------------------------------------------------------------

Net sales for the twenty-six  weeks ended June 30, 2001 increased by $1,187,000,
or 17%, to $8,059,000,  from the sales level  realized for the twenty-six  weeks
ended July 1, 2000. In the 2001 period,  sales of hard pack Tofutti increased by
$568,000  while food product  sales  increased  by $619,000.  As a result of the
increase  in  sales,  our gross  profit  for the  current  period  increased  by
$179,000,  and our gross profit percentage  decreased to 34% compared to 38% for
the same period  last year.  We did not achieve  our  historical  gross  margins
during  this  period  due  to  the  increased   expenses   associated  with  the
introduction of new products and the significant  industry-wide  price increases
in paper and plastic packaging, which increased our cost of goods sold.



                                       10



<PAGE>




Selling  expenses  increased 11% to $872,000 for the twenty-six weeks ended June
30, 2001 compared to $783,000 for the twenty-six  weeks ended July 1, 2000. This
increase  was due  primarily to higher  outside  warehouse  rental,  freight and
commission  expenses  associated  with the higher  sales level in 2001.  Freight
expenses were significantly  impacted by the recent surge in fuel prices,  which
resulted in freight  carriers adding fuel  surcharges to their bills.  Marketing
expenses increased slightly to $140,000 in 2001 compared to $134,000 in 2000 due
primarily  to an  increase  in  spending  for artwork and plates for new product
package  design  and for  coupon  expense,  due to an  increased  rate of coupon
redemption.

Research and development  costs,  which consist  principally of salary expenses,
increased to $255,000 for the  twenty-six  weeks ended June 30, 2001 compared to
$206,000  for  the  comparable   period  in  2000.   This  increase  was  mainly
attributable to increased costs for payroll, lab supplies, equipment repairs and
outside professional fees related to additional Kosher supervision costs.

General and administrative expenses increased to $586,000 for the current period
compared  with  $558,000 for the  comparable  period in 2000 due primarily to an
increase  in  salary  and  related  payroll  tax and  fringe  benefit  expenses,
professional fees and outside services.

Interest  income was  $46,000 for the current  fiscal  quarter as compared  with
$31,000  for  the  comparable   period  in  2000.  The  increase  was  primarily
attributable  to the  higher  level of funds  available  for  investment  in the
current period.

Income  before  income tax  increased by $22,000 to $952,000 for the  twenty-six
weeks ended June 30, 2001  compared to the  twenty-six  weeks ended July 1, 2000
resulting in an increase in income tax expense of $5,000.

Liquidity and Capital Resources

At June 30, 2001, our working  capital was  $4,154,000,  an increase of $382,000
from December 30, 2000. Our cash and cash equivalents decreased to $1,401,000 at
June 30, 2001 from  $2,211,000  at December 30, 2000,  as a result of the use of
$810,000  during  the 2001  period to  support  our  higher  level of  operating
activities and to fund our continuing stock buy-back program.  At the end of the
twenty-six  week  period,  accounts  receivable  increased  by  $1,207,000  from
December  30, 2000 due to the higher sales level in the first six months of 2001
as compared to the first six months of 2000.  Inventories  and prepaid  expenses
decreased  by $44,000 and $6,000  respectively,  compared  to their  balances at
December 30, 2000.  Current deferred income taxes decreased  $122,000 due to the
utilization of assets in the current period. At June 30, 2001,  accounts payable
and accrued  liability  increased by $475,000 to $621,000  reflecting the higher
level of expenditures  associated with the sales and inventory  increases during
the first six months of 2001.  Income taxes payable  decreased  $299,000,  which
reflects  a  $146,000  payment  towards  the  prior  year's  liability  and  the
prepayments towards this year's provision.



                                       11



<PAGE>





Our Board of Directors  authorized a buy-back of 250,000  shares of common stock
in the fourth  quarter of 2000 and  authorized  the  repurchase of an additional
250,000  shares on May 30, 2001.  As of June 30, 2001,  218,900  shares had been
repurchased.  We expect the Board will reassess the buy-back  program at the end
of this year.

We do not presently have any material  capital  commitments  and  contemplate no
material capital expenditures in the foreseeable future. We believe that we will
be able to fund our operations in 2001 from our current resources.

Inflation and Seasonality

We do not believe that our operating  results have been  materially  affected by
inflation  during the preceding two years.  There can be no assurance,  however,
that our operating results will not be affected by inflation in the future.  Our
business is subject to seasonal  variations  with increased  sales in the second
and third  quarters of the fiscal  year.  We expect to  continue  to  experience
relatively  higher sales in the second and third quarters,  and relatively lower
sales in the  fourth  and  first  quarters,  as a  result  of  reduced  sales of
non-dairy frozen desserts during those periods.

Market Risk

We invest our excess cash in bank  certificates of deposit and the highest rated
money market funds.  The bank  certificate of deposits are usually for a term of
not more than six months and never for more than $100,000 per account.


                                       12


<PAGE>


                           PART II - OTHER INFORMATION

                               TOFUTTI BRANDS INC.


Item 4.        Submission of Matters to a Vote of Shareholders

               During the thirteen  week period ended June 30, 2001, we held our
               Annual Meeting of Shareholders.

               At the meeting, held on May 24, 2001, our shareholders voted for:

               1.     The election of the following directors to hold office for
                      a  term  until  their  successors  are  duly  elected  and
                      qualified  at  the  Company's   2002  Annual   Meeting  of
                      Shareholders.

                                            For           Against      Abstained
                                            ---           -------      ---------
               David Mintz               6,034,332         38,757          -
               Aron Forem                6,034,332         38,757          -
               Reuben Rapoport           6,034,182         38,907          -
               Franklyn Snitow           6,028,332         38,757          -
               Jeremy Wiesen             6,028,332         38,757          -


               2.     The  ratification  of the  appointment  of Wiss & Company
                      LLP to examine the Company's accounts for 2001.

                                            For           Against      Abstained
                                            ---           -------      ---------
                                         6,073,089         30,550         4,589




                                       13


<PAGE>


Item 6.        Exhibits and Reports on Form 8-K

(a)     Exhibits

3.1*           Certificate of Incorporation, as amended through February 1986.

3.1.1**        March 1986 Amendment to Certificate of Incorporation.

3.2*           By-laws.

4.1***         Copy of the Registrant's Amended 1993 Stock Option Plan.

99****         Additional Information Regarding Forward-Looking Statements.

------------------

*        Filed as an exhibit to the  Registrant's  Form 10-K for the fiscal year
         ended July 31, 1985 and hereby incorporated by reference thereto.

**       Filed as an exhibit to the  Registrant's  Form 10-K for the fiscal year
         ended August 2, 1986 and hereby incorporated by reference thereto.

***      Filed as an  exhibit to the  Registrant's  Form S-8  (Registration  No.
         333-79567)  filed May 28,  1999 and hereby  incorporated  by  reference
         thereto.

****     Filed as an exhibit to the Registrant's Form 10-KSB for the fiscal year
         ended December 30, 2000 and hereby incorporated by reference thereto.

(b)     Reports  on Form 8-K filed  during  the last  quarter  of the  period
        covered by this report:

        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.

                                            TOFUTTI BRANDS INC.
                                                   (Registrant)



                                            /s/David Mintz
                                            --------------
                                            David Mintz
                                            President



                                            /s/Steven Kass
                                            --------------
                                            Steven Kass
                                            Chief Financial Officer


Date: August 14, 2001





                                       15