SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    Form 10-Q


                   Quarterly Report under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934


For Quarter Ended: March 31, 1999             Commission File Number: O-14741
                   --------------                                     -------


                             ASA International Ltd.
       -----------------------------------------------------------
         (Exact name of Registrant as specified in its Charter)


          Delaware                                 02-0398205
--------------------------------         -------------------------------
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)              Identification Number)



    10 Speen Street, Framingham, MA                      01701
----------------------------------------         -----------------------
(Address of Principal Executive Offices)              (Zip Code)


Registrant's Telephone Number, including Area Code:  508-626-2727
                                                     ------------

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

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


     As of March 31, 1999, there were 3,288,312 shares of Common Stock of the
Registrant outstanding.


<PAGE>


                                     PART I

                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                              MARCH 31,     DECEMBER 31,
                                                1999            1998
                                            -------------   ------------
                                             (Unaudited)

             ASSETS

CURRENT ASSETS:

  Cash and cash equivalents                 $ 7,017,882     $ 4,262,438
  Receivables - net                           6,376,003       5,187,076
  Computer hardware held for resale             196,437         202,487
  Other current assets                          679,529         502,126
  Net assets of CommercialWare division            -          1,312,962
                                            -----------     -----------

TOTAL CURRENT ASSETS                         14,269,851      11,467,089

PROPERTY AND EQUIPMENT (less
  depreciation of $4,006,387 and
  $3,889,322, respectively)                   4,938,571       4,842,514

SOFTWARE (less amortization of
  $6,651,913 and $6,480,122
  respectively)                               1,698,659       1,908,723

COST EXCEEDING NET ASSETS ACQUIRED
  (less amortization of $1,380,253
  and $1,369,222, respectively)                  49,247          60,278

OTHER ASSETS                                  3,122,760       1,453,751
                                            -----------     -----------

                                            $24,079,088     $19,732,355
                                            ===========     ===========

See Notes to Condensed Consolidated Financial Statements.


<PAGE>


                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS




                                               March 31,    December 31,
                                                 1999           1998
                                            -------------   ------------
                                             (Unaudited)


   LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES:

  Accounts payable                           $ 1,066,657    $ 1,174,792
  Accrued expenses                             3,236,355      2,735,837
  Other current liabilities                    4,606,138      2,208,021
                                             ------------   -----------

TOTAL CURRENT LIABILITIES                      8,909,150      6,118,650

LONG-TERM OBLIGATIONS, NET OF CURRENT
  MATURITIES                                   4,030,003      4,067,797

LONG-TERM LIABILITIES - OTHER                    291,967        304,769
DEFERRED TAXES                                   432,000        432,000

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
  Common stock                                    43,792         43,768
  Additional paid-in capital                   7,795,901      7,793,774
  Retained earnings                            4,677,999      2,964,622
  Accumulated other comprehensive
    income (loss)                                 (1,445)        17,026
                                             ------------   -----------
                                              12,516,247     10,819,190
Less:  treasury stock, at cost                 2,100,279      2,010,051
                                             ------------   -----------
                                              10,415,968      8,809,139
                                             ------------   -----------

                                             $24,079,088    $19,732,355
                                             ============   ===========


See Notes to Condensed Consolidated Financial Statements.


<PAGE>


                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                 Three Months Ended
                                                      March 31,
                                            ----------------------------
                                                1999            1998
                                            ----------------------------
                                                    (Unaudited)

REVENUE
  Services                                  $ 3,748.324     $ 4,107,357
  Product licenses                            1,585,160       1,799,563
  Computer and add-on hardware                1,073,379       1,738,637
                                            ------------    ------------
NET REVENUE                                   6,406,863       7,645,557

COST OF REVENUE
  Services                                    2,185,876       2,464,321
  Product licenses and development              880,342       1,085,911
  Computer and add-on hardware                  814,707       1,684,793
                                            ------------    ------------
TOTAL COST OF REVENUE                         3,880,925       5,235,025

EXPENSES
  Marketing and sales                         1,143,466       1,317,069
  General and administrative                    830,061         846,778
  Amortization of goodwill                       11,031          51,789
                                            ------------    ------------
TOTAL EXPENSES                                1,984,558       2,215,636
EARNINGS FROM OPERATIONS                        541,380         194,896

INTEREST EXPENSE - NET                          (68,108)        (70,497)
OTHER INCOME - NET                            3,822,105            -
                                            ------------    ------------
EARNINGS BEFORE INCOME TAXES                  4,295,377         124,399

INCOME TAXES                                  2,582,000          75,000
                                            ------------    ------------
NET EARNINGS                                $ 1,713,377     $    49,399
                                            ============    ============

EARNINGS PER COMMON SHARE:
BASIC                                              $.51            $.01
                                            ============    ============

DILUTED                                            $.48            $.01
                                            ============    ============



See Notes to Condensed Consolidated Financial Statements.


<PAGE>


                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


                                           Three Months Ended
                                                March 31,
                                      ---------------------------
                                          1999            1998
                                      ---------------------------
                                              (Unaudited)

NET INCOME                            $ 1,713,377    $    49,399
OTHER COMPREHENSIVE INCOME
   NET OF INCOME TAX:
Foreign currency translation               (1,445)        (7,569)
                                      ------------   ------------
COMPREHENSIVE INCOME                  $ 1,711,932    $    41,830
                                      ============   ============




See Notes to Condensed Consolidated Financial Statements.
<PAGE>


                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                 THREE MONTHS ENDED
                                                      MARCH 31,
                                            ----------------------------
                                                 1999           1998
                                            ----------------------------
                                                    (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings                              $ 1,713,377     $    49,399
                                            ------------    ------------
  Adjustments to reconcile net earnings
    to net cash provided by operating
    activities:
      Depreciation and amortization             301,862         503,464
      Changes in assets and liabilities       1,453,422        (395,345)
      Gain on sale of product line           (3,824,420)           -
                                            ------------    ------------
           Total adjustments                 (2,069,136)        108,119
                                            ------------    ------------
  Net cash provided by (used for)
    operating activities                       (355,759)        157,518
                                            ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment          (214,351)       (264,315)
  Reduction (inrease) in sales-type leases      (12,890)          6,283
  Cash received in divestiture                3,437,382            -
  Cash received in acquisition,
    net of cash paid                               -             97,375
  Other assets                                   26,039         (28,415)
                                            ------------    ------------
  Net cash provided by (used for)
    investing activities                      3,236.180        (189,072)
                                            ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (decrease) in long-term debt         (45,655)       (107,279)
  Increase (decrease) in long-term
    liabilities                                 (12,802)        260,227
  Cash paid in lieu of stock                       -           (140,000)
  Purchase of treasury stock                    (90,228)           -
  Issuance of common stock                        2,152             209
                                            ------------    ------------
  Net cash provided by (used for)
    financing activities                       (146,533)         13,157
                                            ------------    ------------
EFFECT OF EXCHANGE RATES ON CASH &
  CASH EQUIVALENTS                               21,556          (7,507)
                                            ------------    ------------
CASH AND CASH EQUIVALENTS:
  Net increase (decrease)                     2,755,444         (25,904)
  Balance, beginning of year                  4,262,438       1,282,817
                                            ------------    ------------
  Balance, end of period                    $ 7,017,882     $ 1,256,913
                                            ============    ============




See Notes to Condensed Consolidated Financial Statements.

<PAGE>

                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)


NOTE 1 - BASIS OF PRESENTATION

As permitted by the rules of the Securities and Exchange Commission applicable
to quarterly reports on Form 10-Q, these notes are condensed and do not contain
all disclosures required by generally accepted accounting principles. Reference
should be made to the financial statements and related notes included in the
Company's Annual Report on Form 10-K.

In the opinion of management, the accompanying financial statements reflect all
adjustments which were of a normal recurring nature necessary for a fair
presentation of the Company's results of operations for the three months ended
March 31, 1999 and March 31, 1998, respectively.

The results disclosed in the Condensed Consolidated Statement of Operations for
the three months ended March 31, 1999 are not necessarily indicative of the
results expected for the full year.

NOTE 2 - DIVESTITURE

In March 1999, the Company exchanged substantially all of the assets and
liabilities of its CommercialWare Division (CWI) for approximately $4,000,000 in
cash, a $1,700,000 three year note at 7.06%, approximately a 10% interest in a
newly formed entity, CommercialWare, Inc., and a $500,000 Junior Note. The
Company will not reflect the $500,000 Junior Note as part of the proceeds due to
the uncertainty of the ultimate collection of this Note. The pretax gain on the
sale of CWI was approximately $3,824,000 net of taxes.


<PAGE>


                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)


NOTE 3 - EARNINGS PER SHARE

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

                                       Three Months Ended
                                            March 31,
                                       ------------------
                                        1999          1998
                                        ----          ----

Numerator:
  Net income                        $1,713,377    $   49,399
                                    ===========   ===========

Numerator for diluted earnings
  per share - income available
  to common shareholders            $1,713,377    $   49,399
                                    ===========   ===========

Denominator:
  Denominator for basic earnings
    per share - weighted average
     shares                          3,344,073     3,466,053

Effect of dilutive securities:
  Employee stock options               196,071       173,309
                                    -----------   -----------
Dilutive potential common shares
  Denominator for diluted
    earnings per share -
    adjusted weighted
    average shares and
    assumed conversions              3,540,144     3,639,362
                                    ===========   ===========

Basic Earnings per share                  $.51          $.01
                                    ===========   ===========

Diluted Earnings per share                $.48          $.01
                                    ===========   ===========


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


In addition to the historical information contained herein, the discussions
contained in this document include forward-looking statements. By way of
example, the discussions include statements regarding revenues, gross margins,
future marketing efforts, potential acquisitions, and Year 2000 implications.
Such statements involve a number of risks and uncertainties, including but not
limited to those discussed below and those identified from time to time in the
Company's filings with the Securities and Exchange Commission. These risks and
uncertainties could cause actual results to differ materially from those
projected. Readers are cautioned not to place undue reliance on these
forward-looking statements. The Company assumes no obligation to update these
forward-looking statements to reflect events or circumstances arising after the
date hereof.

                              Results of Operations

                              First Quarter of 1999
                                   compared to
                              First Quarter of 1998


                                        (000's omitted)
                            ---------------       --------------------
                                Revenue            Increase/(Decrease)
                            ---------------       --------------------
                            1999       1998       Amount    Percentage
                            ----       ----       ------    ----------
Services                  $ 3,748    $ 4,107     $ (359)        (9)%
Product licenses            1,585      1,800       (215)       (12)%
Computer and add-on
  hardware                  1,074      1,739       (665)       (38)%
                          --------   --------    -------
  Net revenue             $ 6,407    $ 7,646     (1,239)       (16)%
                          ========   ========    =======       =====


REVENUE

     Net revenue. The Company designs and develops proprietary enterprise and
point-solution software for the electronic time and labor recording market, and
for the automotive, legal, and ERP (enterprise resource planning) markets. The
Company's revenues are derived from the sale of third party computer and add-on
hardware, from the licensing of the Company's software products, and from client
service and support. The Company's total revenues decreased by approximately
$1,239,000, or 16%, for the quarter ended March 31, 1999, compared to the
quarter ended March 31, 1998. One reason for the stated decrease is the
Company's first quarter revenues exclude the revenues for the Company's catalog
direct marketing systems product line, which was sold in March 1999. Revenue
from existing businesses increased by approximately $1,025,000, or 19%, for the
period, when approximately $2,264,000 in revenue from the Company's catalog
direct marketing systems product line is excluded from the first quarter 1998
results.

     Services. Services are comprised of fees generated from training,
consulting, software modifications, and ongoing client support provided under
self-renewing maintenance agreements. Service revenues decreased by
approximately $359,000, or 9%, for the three months ended March 31, 1999,
compared to the three months ended March 31, 1998. Service revenue from existing
businesses increased by approximately $597,000, or 19%, for the period, when
compared to the first quarter of 1998, and the service revenue from the catalog
direct marketing systems product line of approximately $956,000 for the 1998
period is excluded.

     Product licenses. The Company's software license revenues are derived
primarily from the licensing of the Company's enterprise and point-solution
products. Product license revenues decreased by approximately $215,000, or 12%,
for the first quarter of 1999, compared to the same period in 1998. Product
license revenue from existing businesses increased by approximately $100,000, or
7%, for the period, when compared to the first quarter of 1998, and the product
license revenue from the catalog direct marketing systems product line of
approximately $315,000 for the 1998 period is excluded. The increase in dollar
amount was primarily due to continued market acceptance of the Company's
software products, and the increased capacity created by the continued growth in
the Company's direct sales force and marketing efforts.

     Computer and add-on hardware. Hardware revenues are derived from the resale
of third-party hardware products to the Company's clients in conjunction with
the licensing of the Company's software. Hardware revenues decreased by
approximately $665,000, or 38%, for the three months ended March 31, 1999,
compared to the same period in 1998. Hardware revenue from existing businesses
increased by approximately $328,000, or 44%, when compared to the first quarter
of 1998 and the hardware revenue from the catalog direct marketing systems
product line of approximately $993,000 for the 1999 period is excluded. The
increase in hardware revenues from existing businesses was due primarily to the
increase of hardware unit sales accompanying increased product license sales.


<PAGE>


COST OF REVENUE

     Services. Cost of services consists of the costs incurred in providing
client training, consulting, and ongoing support as well as other client
service-related expenses. Cost of services decreased by approximately $278,000
for the three months ended March 31, 1999, compared to the first quarter of
1998. The gross margin percentage for services for the first quarter of 1999
increased to approximately 42% from 40% of revenue from services in the first
quarter of 1998. The Company's revenue and margin from services fluctuate from
period to period due to changes in the mix of contracts and projects.

     Product licenses and development. Cost of software license revenues
consists of the costs of amortization of capitalized software costs, and the
costs of sublicensing third-party software products. The amount also includes
the expenses associated with the development of new products and the enhancement
of existing products (net of capitalized software costs), which consist
primarily of employee salaries, benefits, and associated overhead costs. Cost of
software license revenues and development decreased by approximately $206,000
for the quarter ended March 31, 1999, compared to the same period in 1998. The
change primarily reflects the elimination of the costs associated with license
revenue and development from the catalog direct marketing product line sold in
March 1999. The cost of product licenses as a percentage of product license
revenue may fluctuate from period to period due to the mix of sales of
third-party software products in each period contrasted with certain fixed
expenses such as the amortization of capitalized software.

     Computer and add-on hardware. Cost of hardware revenues consists primarily
of the costs of third-party hardware products. Cost of hardware revenues
decreased by approximately $870,000, or 52%, for the three months ended March
31, 1999, compared to the prior period. The decrease in dollar amount for the
cost of hardware revenues for the three months ended March 31, 1999 was due
primarily to the costs of hardware revenue associated with the catalog direct
marketing product line sold in March 1999.

     The gross margin percentage for hardware sales increased to 24% for the
three months ended March 31, 1999, from 3%, in the same period in 1998. Margins
on computer and add-on hardware do fluctuate based on the mix of computer and
ancillary hardware products sold. Accordingly, the Company expects hardware
gross margins to fluctuate in the future. The Company continues to direct its
efforts toward building service and license revenues to offset the historical
decline in hardware revenue and margins.


<PAGE>


EXPENSES

     Marketing and sales. Marketing and sales expenses consist primarily of
employee salaries, benefits, commissions and associated overhead costs, and the
cost of marketing programs such as direct mailings, trade shows, seminars, and
related communication costs. Marketing and sales expenses decreased by $174,000,
or 13%, for the quarter ended March 31, 1999, compared to the first quarter in
1998. The change in marketing and sales expenses primarily reflects the
elimination of the marketing and sales expenses of the catalog direct marketing
systems product line sold in March 1999, which was partially offset by increased
marketing and sales expenses from the automotive, legal and ERP systems product
lines.

     General and administrative. General and administrative expenses consist
primarily of employee salaries and benefits for administrative, executive, and
finance personnel and associated overhead costs, as well as consulting,
accounting, and legal expenses. General and administrative expenses decreased by
approximately $17,000, or 2%, for the three months ended March 31, 1999,
compared to the same period in 1998. The change primarily reflects the
elimination of the expenses related to the catalog direct marketing systems
product line, partially offset by increased general and administrative expenses
from the automotive, legal and electronic time and labor reporting product
lines.

     Net earnings for the first quarter of 1999 were approximately $1,713,377,
as compared to net earnings of approximately $49,399 for the first quarter of
1998. The change results from an increase in earnings from operations of
approximately $346,000, the gain on the sale of the catalog direct marketing
systems product line of approximately $3,822,000 and a reduction in net interest
expense of approximately $2,000, partially offset by an increase in income tax
expense of approximately $2,507,000.

                         Liquidity and Capital Resources

The Company had total cash and cash equivalents at March 31, 1999 of
approximately $7,018,000, an increase of approximately $2,755,000 from December
31, 1998. The Company and its subsidiaries had a maximum line of credit totaling
$1,500,000, all of which was available at March 31, 1999.

In March 1999, the Company sold substantially all of the assets of its catalog
direct marketing systems product line to CommercialWare, Inc., a Delaware
Corporation (the Purchaser). Under the terms of the sale, the Company
transferred to the Purchaser certain of the liabilities of the product line. The
Company received (i) cash in the amount of $4,000,000, (ii) a promissory note
due in three years in the amount of $1,700,000, (iii) a junior promissory note
in the amount of $500,000, (iv) 30,000 shares of the Purchaser's common stock,
par value $.01 per share, and (v) one (1) share of Purchaser's Series A
Preferred Stock.

The Company expects to continue to pursue strategic acquisitions. These
acquisitions have been, and are expected to continue to be, financed in a number
of ways. Management believes, subject to the conditions of the financial
markets, that it should be able to continue its program of acquisitions.

The Company has experienced significant fluctuations in its quarterly operating
results and anticipates such fluctuations in the future. Quarterly revenues and
operating results depend on the volume and timing of orders received during the
quarter which are difficult to forecast. Large orders for the Company's products
often have a lengthy sales cycle while the customer evaluates and receives
approvals for the purchase of the products. It may be difficult to accurately
predict the sales cycle of any large order. If one or more large orders fail to
close as forecasted in a fiscal quarter, the Company's revenues and operating
results could be materially adversely affected. In addition, the Company
typically receives a substantial portion of its product orders in the last month
of the quarter. Orders are shipped as received and, as a result, the Company
often has little or no backlog except for support and service revenue. The
Company acknowledges the potential adverse impact that such fluctuations and
general economic uncertainty could have on its ability to maintain liquidity and
raise additional capital.

The Company's future financial performance is also dependent in large part on
the successful development, introduction, and customer acceptance of new and
enhanced versions of its software products. Due to the rapid change in vendor
hardware platforms, operating systems, and updated versions, the complexity and
expense of developing, testing, and maintaining the Company's products has
increased. The Company intends, as it has in the past, to fund this development
primarily from its cash from operations and bank debt. There can be no assurance
that these efforts will be successful or result in significant product
enhancements.

Subject to the foregoing, the Company believes that based on the level of
operating revenue, cash on hand, and available bank debt, it has sufficient
capital to finance its ongoing business.

                             Year 2000 Implications

The Company has continued to evaluate the potential impact of the Year 2000
issue, which concerns the inability of some computer hardware and software
programs to properly recognize and process date sensitive information related to
the 21st century. Certain of the Company's internal use software and existing
products are currently Year 2000 compliant, while others have required
modification so that the software will function properly with respect to dates
in the Year 2000 and thereafter. In addition, the Company has been, and is
currently providing customers upgrade alternatives to Year 2000 non-compliant
versions of the Company's products. The total cost of compliance measures is not
estimated to be material and is being funded through operating cash flows and
expensed as incurred. The Company presently believes that due to its use of
currently Year 2000 compliant systems along with the modification of
non-compliant software and products, the Year 2000 issue will not pose
significant operational problems for the Company or its customers. Although the
Company believes its systems and software are or will be Year 2000 compliant in
all material respects, there can be no assurance that the Company's current
systems and products do not contain undetected errors or defects with Year 2000
date functions that may result in material costs to the Company.

The Company has also contacted certain of its significant vendors to determine
the extent to which the Company's products are vulnerable to those third
parties' failure to correct their own Year 2000 issues. Generally, computer
systems and software provided by third parties and included in the Company's
systems are developed by leading suppliers with Year 2000 programs in process.
There can be no guarantee that the systems and software of other companies on
which the Company's systems rely, will be timely or properly converted. Failure
of these third party products to operate properly with regard to the Year 2000
and thereafter could require the Company to incur unanticipated expenses to
remedy any problems, which could have a material adverse effect on the Company's
business, results of operations, and financial condition.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     Risk. The Company is exposed to the impact of interest rate changes and
foreign currency fluctuations.


<PAGE>


     Interest Rate Risk. The Company's exposure to market rate risk for changes
in interest rates relates primarily to the Company's cash equivalssent
investments. The Company has not used derivative financial instruments. The
Company invests its excess cash in short-term floating rate instruments which
carry a degree of interest rate risk. These instruments may produce less income
than expected if interest rates fall.

     Foreign Currency Risk. International revenues from the Company's foreign
subsidiary and other foreign sources were approximately 15% of all revenues.
International sales are made primarily from the Company's foreign subsidiary in
Italy and are denominated in the local currency. Accordingly, the foreign
subsidiary uses the local currency as its local currency. The Company's
international business is subject to risk typical of an international business,
including, but not limited to, differing economic conditions, changes in
political climate, differing tax structures, other regulations and restrictions,
and foreign exchange rate volatility. Accordingly, the Company's future results
could be materially adversely impacted by changes in these or other factors. The
Company is exposed to foreign currency exchange rate fluctuations as the
financial results of its foreign subsidiary are translated into U.S. dollars in
consolidation. As exchange rates vary, these results, when translated, may vary
from expectations and adversely impact overall profitability. The effect of
foreign exchange rate fluctuations on the company year-to-date in 1999 was not
material.


<PAGE>


                                     PART II

                                OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits -

              The following exhibits are filed with this report:

              27    Financial Data Schedule.

         (b)  Reports on Form 8-K -

              On March 18, 1999, the Registrant announced that it had completed
              the sale of its CommercialWare Division to CommercialWare, Inc., a
              Delaware Corporation.



<PAGE>


                                   SIGNATURES



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


                                             ASA International Ltd.
                                          ------------------------------
                                                  (Registrant)




   5/14/99                                  /s/ Alfred C. Angelone
------------                              ------------------------------
  (Date)                                          (Signature)
                                           Alfred C. Angelone
                                           Chief Executive Officer



   5/14/99                                  /s/ Terrence C. McCarthy
------------                              ------------------------------
  (Date)                                          (Signature)
                                           Terrence C. McCarthy
                                           Vice President and Treasurer