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 July 3, 1999

---     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 3, 1999 the Issuer had 6,294,567  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:

      Condensed Balance Sheets - July 3, 1999
       (Unaudited) and December 26, 1998                                  3

      Condensed Statements of Operations -
       (Unaudited) - Thirteen and twenty-seven
       week periods ended July 3, 1999 and
       thirteen and twenty-six week periods ended
       June 27, 1998                                                      4

      Condensed  Statements of Cash Flows -
       (Unaudited) - Twenty-seven week period ended
       July 3, 1999 and  twenty-six  week period
       ended June 27, 1998                                                 5

      Notes to Condensed Financial Statements -
       (Unaudited)                                                         6-7

      Management's Discussion and Analysis of
       Financial Condition and Results of Operations                       8-12


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
                                   (Unaudited)
                                 (000's omitted)

<TABLE>
<CAPTION>
                                                                          July 3,             December 26,
                                                                           1999                     1998
                                                                           ----                     ----
<S>                                                                      <C>                      <C>
Assets

Current assets:
   Cash and cash equivalents                                             $  995                      407
   Accounts receivable (net of allowance for doubtful
    accounts of $158 in 1999 and $120 in 1998)                            1,471                      985
    Inventories (Note 3)                                                    579                      613
    Prepaid expenses                                                          8                       13
    Deferred income taxes                                                   108                      335
                                                                          -----                    -----
               Total current assets                                       3,161                    2,353

Deferred income taxes                                                       180                      180

Other assets                                                                119                      119
                                                                         ------                    -----

               Total assets                                              $3,460                    2,652
                                                                         ======                    =====

Liabilities and Stockholders' Equity

Current liabilities:
   Notes payable - current portion                                      $    20                       19
   Accounts payable                                                         354                       85
   Accrued expenses                                                         204                      240
   Income taxes payable                                                      83                       19
                                                                            ---                    -----
               Total current liabilities                                    661                      363

Note payable                                                                 19                       29
                                                                            ---                    -----
               Total liabilities                                            680                      392

Stockholders' equity:
   Preferred stock                                                           --                       --
   Common stock                                                              63                       62
   Paid-in capital                                                        3,709                    3,631
   Accumulated deficit                                                     (992)                  (1,433)
                                                                           ----                   ------

               Total stockholders' equity                                 2,780                    2,260
                                                                          -----                   ------

               Total liabilities and stockholders' equity                $3,460                    2,652
                                                                         ======                   ======
</TABLE>

            See accompanying notes to condensed financial statements.



                                        3

<PAGE>



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

<TABLE>
<CAPTION>

                                                             Thirteen           Thirteen          Twenty-seven           Twenty-six
                                                              weeks              weeks                weeks                 weeks
                                                              ended              ended                ended                 ended
                                                              7/3/99            6/27/98              7/3/99                6/27/98
                                                              ------            -------             --------              --------

<S>                                                         <C>                  <C>                 <C>                   <C>
Net sales                                                   $ 3,412              2,324               6,074                 4,075
Cost of sales                                                 2,259              1,558               3,917                 2,628
                                                              -----              -----               -----                 -----
     Gross profit                                             1,153                766               2,157                 1,447
                                                              -----                ---               -----                 -----

Operating expenses:
  Selling                                                       368                281                 662                   505
  Marketing and sales promotion                                  67                 35                 105                    99
  Research and development                                       94                 82                 169                   164
  General and administrative                                    272                258                 484                   460
                                                               ----                ---              ------                   ---

                                                                801                656               1,420                 1,228
                                                                ---                ---               -----                 -----

     Operating income                                           352                110                 737                   219

Interest expense                                                  1                  2                   2                     6
                                                              -----                ---               -----                   ---
     Income before income taxes                                 351                108                 735                   213

Income taxes                                                    139                 11                 294                    22
                                                               ----                ---                ----                   ---

Net income                                                   $  212                 97                 441                   191
                                                             ======               ====                ====                  ====

Net income per share:
     Basic                                                    $ .03                .02                 .07                   .03
     Diluted                                                  $ .03                .01                 .06                   .03

Weighted average number of shares outstanding:
     Basic                                                    6,211              6,184               6,199                 6,184
     Diluted                                                  7,392              6,752               7,056                 6,717


</TABLE>



            See accompanying notes to condensed financial statements.



                                        4

<PAGE>



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

                                                     Twenty-seven     Twenty-six
                                                         weeks            weeks
                                                         ended            ended
                                                        7/3/99           6/27/98
                                                        ------           -------

Cash flows from operating
  activities, net                                        $509              167

Cash flows from investing activities                       79               --


Cash flows from financing activities                       --               --
                                                         ----              ---
     Net increase in cash and
       cash equivalents                                   588              167

Cash and cash equivalents
  at beginning of period                                  407               54
                                                          ---              ---

Cash and cash equivalents
  at end of period                                       $995              221
                                                         ====             ====

Supplemental  disclosures of cash flow
  information:
 Cash paid during the period for:
     Interest                                            $  3                6
     Income taxes                                          --               --














            See accompanying notes to condensed financial statements.



                                        5

<PAGE>



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

(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.

(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 26, 1998 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-seven  week
     period ended July 3, 1999 are not necessarily  indicative of the results to
     be expected for the full year.

     The Company's  fiscal year is usually the fifty-two  week period which ends
     on the last  Saturday in  December.  The 1999 fiscal year is a  fifty-three
     week year which ends on January 1, 2000. The Company has included the extra
     week in the 1999 fiscal year in the first quarter,  resulting in a fourteen
     week quarter, which ended on April 3, 1999.

     Certain  reclassifications  have been made to the December 26, 1998 balance
     sheet to conform to the July 3, 1999 presentation.

(3)  Inventories

     The composition of inventories is as follows:

                                                       July 3,      Dec. 26,
                                                        1999         1998
                                                        ----         ----
                  Raw materials and packaging
                    supplies                            $241         $382
                  Finished goods                         338          231
                                                         ---         ----
                                                        $579        $ 613
                                                         ===         ====





                                        6

<PAGE>



(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.



                                        7

<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 the  Company's  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 of the Company and oral  statements  made on behalf of the
Company by its  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 the  Company's  current views with respect to
future events and financial  results.  These  include  statements  regarding the
Company's  earnings,  projected growth and forecasts,  and similar matters which
are not historical facts. The Company reminds  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. In addition, difficulties in
completing  remediation  of the year 2000 issues by the  Company's  customers or
suppliers may have a material  adverse affect on the Company and its operations.
The  forward-looking  statements  contained  in this  Quarterly  Report and made
elsewhere by or on behalf of the Company  should be considered in light of these
factors.

The Company has attempted to identify additional  significant  uncertainties and
other  factors  affecting  forward-looking  statements  in  Exhibit  99 to  this
Quarterly   Report   ("Additional    Information   Regarding   Forward   Looking
Statements"). The Company 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 July 3, 1999 Compared  with Thirteen  Weeks Ended June 27,
1998

The Company's fiscal year is usually the fifty-two week period which ends on the
last Saturday in December. The 1999 fiscal year is a fifty-three week year which
ends on January 1, 2000. The



                                        8

<PAGE>



Company  has  included  the  extra  week in the 1999  fiscal  year in the  first
quarter, resulting in a fourteen week quarter, which ended on April 3, 1999.

Net sales for the thirteen weeks ended July 3, 1999 were $3,412,000, an increase
of $1,088,000 or 47% from the sales level  realized for the thirteen weeks ended
June 27,  1998.  In the 1999  period,  sales of hard pack  Tofutti  increased by
$810,000,  while food product  sales  increased by $278,000.  As a result of the
increase in sales, the Company's gross profit for the current quarter  increased
by $387,000,  and its gross profit percentage increased slightly to 34% compared
to 33% for the same period last year. Due to the increased  expenses  associated
with  the  introduction  of new  products,  the  Company  did  not  achieve  its
historical  gross margins  during this period and expects that its gross margins
during the remainder of 1999 will continue to be affected by these  introductory
expenses.

The Company  anticipates  a  continuing  increase in sales  during the third and
fourth  quarters  of the  current  fiscal  year due to the  introduction  of new
products and expanded  distribution.  Such  increases are dependent  upon market
acceptance of these products, for which no assurance can be given.

Selling  expenses  increased to $368,000 for the current fiscal quarter compared
with $281,000 for the comparable period in 1998. This increase was due primarily
to higher outside warehouse rental,  freight and commission  expenses associated
with the  higher  sales  level  in 1999 and an  increase  in trade  show  costs.
Marketing  and sales  promotion  increased  to $67,000 in the 1999  period  from
$35,000 in 1998 due  primarily to an increase in spending for artwork and plates
for new product package designs and an increase in point-of-sale materials.

Research and development  costs,  which consist  principally of salary expenses,
increased slightly to $94,000 for the thirteen weeks ended July 3, 1999 compared
to $82,000 for the  comparable  1998 period.  The increase  consisted  mainly of
start-up  costs  incurred at new  co-packing  facilities,  including  additional
kosher supervision costs, during the second quarter of 1999.

General and  administrative  expenses  increased  slightly  to $272,000  for the
current  period  compared with $258,000 for the  comparable  period in 1998, due
primarily to an increase in payroll costs.

The  Company's tax year ends on July 31st,  its former  fiscal year.  Due to the
timing  difference  between the end of the fiscal and tax year, the Company,  on
its  quarterly  and year end  reports,  must make  estimates as to its state and
federal tax liabilities.

To the extent the Company generates income for financial reporting purposes,  it
will be required to provide for  federal  and state tax  expense.  Although  the
Company will begin  paying  state income taxes in 1999,  the Company will not be
required to pay federal  income tax until such time as it utilizes its remaining
federal net operating loss  carryforwards and tax credits.  Accordingly,  income
tax  expense  for the  thirteen  week  period  ended  July 3, 1999 was  $139,000
compared to $11,000 for the comparable period in 1998.




                                        9

<PAGE>



Twenty-Seven  Weeks Ended July 3, 1999 Compared with Twenty-Six Weeks Ended June
27, 1998

Net sales for the  twenty-seven  weeks  ended July 3, 1999 were  $6,074,000,  an
increase of $1,999,000 or 49% from the sales level  realized for the  twenty-six
weeks  ended  June 27,  1998.  In the 1999  period  sales of hard  pack  Tofutti
increased by $639,000,  while food product sales  increased by $1,360,000.  As a
result of the  increase in sales,  the  Company's  gross  profit for the current
period  increased  by  $710,000,  while its  gross  profit  percentage  was 36%,
unchanged from last year.

Selling expenses increased by $157,000 to $662,000 for the current fiscal period
compared with $505,000 for the  comparable  period last year.  This increase was
due  primarily  to higher  outside  warehouse  rental,  freight  and  commission
expenses associated with the higher sales level in 1999 and an increase in trade
show  costs.  Marketing  and sales  promotion  expenses  increased  slightly  to
$105,000 from $99,000 in 1998. The Company is not currently engaged in any major
marketing programs.

Research and development  costs,  which consist  principally of salary expenses,
increased  slightly to $169,000  for the  twenty-seven  weeks ended July 3, 1999
compared to $164,000 for the comparable 1998 period.

General and  administrative  expenses  increased  slightly  to $484,000  for the
current  period  compared with $460,000 for the  comparable  period in 1998, due
primarily to an increase in payroll costs.

Income tax  expense  for the  twenty-seven  week  period  ended July 3, 1999 was
$294,000 compared to $22,000 for the comparable period in 1998.


Liquidity and Capital Resources

The  Company's  working  capital was  $2,500,000 at July 3, 1999, an increase of
$510,000 from December 26, 1998. Accounts receivable  increased to $1,471,000 at
July 3, 1999,  an increase of $486,000 from  December 26, 1998,  reflecting  the
Company's   significantly  higher  sales.   Inventories  decreased  by  $34,000,
reflecting a net reduction in raw material and packaging  inventories  versus an
increase in finished goods inventory.

Prepaid  expenses  decreased from $13,000 at December 26, 1998 to $8,000 at July
3, 1999.  Current  deferred taxes  decreased by $227,000 from December 26, 1998,
reflecting  the current  year's  expense  provision  for federal  income  taxes.
Non-current  deferred  income taxes and other  assets were  unchanged at July 3,
1999 from December 26, 1998.

Accounts payable  increased by $269,000 to $354,000 at July 3, 1999,  reflecting
the higher sales level,  while accrued  liabilities  decreased from December 26,
1998 by $36,000 to $204,000 at July 3, 1999.  Income taxes payable  increased by
$64,000 from December 26, 1998 to $83,000 at July 3, 1999 reflecting the current
year's provision for state income taxes.



                                       10

<PAGE>



The Company's  capital stock and paid in capital increased by $79,000 at July 3,
1999 due to the exercise of stock options during the second quarter.


The  Company  does not  presently  have any  material  capital  commitments  and
contemplates no material  capital  expenditures in the foreseeable  future.  The
Company believes it will be able to fund its operations in 1999 from its current
resources,  however,  any  substantial  increase in its  operations  may require
additional working capital. Although the Company has had discussions and intends
to have future ones with interested parties concerning  additional financing for
the  Company,  no  assurance  can be given  that such  working  capital  will be
available  if  required.  Management  believes  that if its  operations  for the
remainder of 1999 continue in a manner consistent with its results for the first
and second  quarters of 1999,  it will have  sufficient  financial  resources to
continue its operations throughout the coming year.

The Year 2000 Issue

The Company has  completed a  comprehensive  review of its  computer  systems to
identify  the systems  that could be affected  by the Year 2000  ("Y2K")  issue.
Substantially  all of the Company's  manufacturing  is performed by  third-party
co-packers, and the Company's financial systems are PC-based purchased software.
Consequently,  management  presently  believes  that  due to the  lack  of  date
sensitive computer systems and applications currently in use, the Y2K issue will
not pose significant  operational  problems for the Company's  computer systems.
Therefore,  the  Company  to date  has not nor does it  expect  to  develop  any
contingency  plans relating to the Y2K issue.  Costs of addressing the Y2K issue
have not been material to date and, based on  information  gathered to date from
the  Company  and its  vendors,  are not  currently  expected to have a material
adverse  impact on the Company's  financial  position,  results of operations or
cash flows.

In addition,  the Company has contacted its major  suppliers and vendors seeking
information about their internal  compliance  efforts.  Upon review, the Company
believes that most of its major  suppliers and co-packers  will be Y2K compliant
and  any  non-compliance  by  its  suppliers  and  co-packers  will  not  have a
significant adverse effect upon the Company's operations.

The  Company  is in the  process of  developing  business  contingency  plans to
mitigate  the risk of a potential  non-compliant  vendor or system.  The Company
will  continue to assess its exposure to Y2K  problems or possible  disruptions.
Based upon the information it has developed to date, management believes that no
disruptions  will occur in the  Company's  operations.  However,  the Company is
subject to risks should the Company or a third party vendor or service  provider
be unable to resolve issues related to the Y2K.




                                       11

<PAGE>



Other Matters

In June 1997,  the  Financial  Accounting  Standards  Board (the "FASB")  issued
Statement of Financial  Accounting Standards ("SFAS") No. 131, "Disclosure about
Segments  of an  Enterprise  and Related  Information"  ("SFAS  131").  SFAS 131
establishes standards for the way public business enterprises report information
about operating segments in annual financial  statements and requires that those
enterprises  report selected  information about operating  segments in financial
reports issued to shareholders.  It also  establishes  standards for disclosures
about products and services,  geographic areas and major customers.  SFAS 131 is
effective for financial statements for fiscal years beginning after December 15,
1997.  Financial  statement  disclosures  for prior  periods are  required to be
restated. The adoption of SFAS 131 has had no impact on the Company's results of
operations,  financial  position  or cash  flows.  The  Company  operates in one
business  segment,  the  development,  production and marketing of TOFUTTI brand
non-dairy frozen desserts and other food products.  Management does not receive,
nor does the Company  generate,  discrete  financial  operating  results for any
portion of the business other than for product sales.



                                       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 July 3, 1999,  the Company held its
     Annual Meeting of Shareholders.

     At the meeting, held on May 27, 1999, the Company's 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 2000 Annual Meeting of Shareholders.


                          For             Against       Abstained      Unvoted
                          ---             -------       ---------      -------
David Mintz            5,821,165           25,885           -             -
Bernard Koster         5,821,214           25,836           -             -
Reuben Rapoport        5,822,215           24,835           -             -
Franklin Snitow        5,822,414           24,636           -             -
Jeremy Wiesen          5,822,414           24,636           -             -


          2.   The  ratification  of the  appointment  of Wiss & Company  LLP to
               examine the Company's accounts for 1999.


                  For             Against            Abstained       Unvoted
                  ---             -------            ---------       -------
               5,830,789           11,160                5,101          -




                                       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.

27               Financial Data Schedule (filed via EDGAR only).

99               Additional Information Regarding Forward-Looking Statements.

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

         On April  28,  1999,  the  Registrant  filed  with the  Securities  and
Exchange  Commission  a Form 8-K,  dated April 26,  1999,  reporting a change in
certifying  accountant.  On April 30, 1999, the Registrant filed Amendment No. 1
to Form 8-K, dated April 26, 1999, reporting a change in certifying accountant.

------------
*    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) and hereby incorporated by reference thereto.



                                       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 5, 1999



                                       15

<PAGE>



                                  EXHIBIT INDEX



Exhibit                                                                     Page
-------                                                                     ----

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

3.1.1**     March 1986 Amendment to Certificate of Incorporation.

3.2*        By-laws of the Registrant.

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

27          Financial Data Schedule (filed via EDGAR only).

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.
     333-48605)  filed  March 25,  1998 and  hereby  incorporated  by  reference
     thereto.