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                        SECURITIES AND EXCHANGE COMMISION
                              WASHINGTON, DC 20549
                              --------------------

                                    FORM 10-Q
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


FOR THE QUARTERLY PERIOD ENDED OCTOBER 2, 1999        COMMISSION FILE NO. 1-9196


                          THE LESLIE FAY COMPANY, INC.


          DELAWARE                                       13-3197085
STATE OF OTHER JURISDICTION OF              (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)


          1412 BROADWAY
       NEW YORK, NEW YORK                                   10018
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 221-4000


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 and (2) has been subject to such filing requirements for
the past 90 days.

Yes   [X]      No [_]

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

Yes   [X]      No [_]


There were 5,053,138 shares of Common Stock outstanding at October 2, 1999.


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<PAGE>
                  THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES

                                      INDEX

                                                                        Page No.
                                                                        --------

PART I  - FINANCIAL INFORMATION

Item 1.  Financial Statements:

         Consolidated Balance Sheets as of October 2, 1999 (Unaudited)
            and January 2, 1999, respectively.............................. 3

         Consolidated Statements of Operations (Unaudited) for the
            Thirty-Nine weeks Ended October 2, 1999 and
            October 3, 1998, respectively.................................. 4

         Consolidated Statements of Operations (Unaudited) for the
            Thirteen Weeks Ended October 2, 1999 and
            October 3, 1998, respectively.................................. 5

         Consolidated Statements of Cash Flows (Unaudited) for the
          Thirty-Nine Weeks Ended October 2, 1999 and
           October 3, 1998, respectively................................... 6


Notes to Consolidated Financial Statements................................. 7

Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations...........................13

Item 3.  Quantitative and Qualitative Disclosures
             About Market Risk.............................................18

PART II  -  OTHER INFORMATION

Item 1.  Legal Proceedings.................................................19
Item 2.  Changes in Securities.............................................19
Item 3.  Defaults Upon Senior Securities...................................19
Item 4.  Submission of Matters to a Vote of Security Holders...............19
Item 5.  Other Information.................................................20
Item 6.  Exhibits and Reports on Form 8-K..................................20

SIGNATURES.................................................................21

INDEX TO EXHIBITS..........................................................E-1


                                      -2-
<PAGE>


                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                   (IN THOUSANDS, EXCEPT PAR VALUE SHARE DATA)
<TABLE>
<CAPTION>
                                                                           UNAUDITED       AUDITED
                                                                           OCTOBER 2,     JANUARY 2,
                                ASSETS                                        1999          1999
                                ------                                     ----------     ----------
<S>                                                                        <C>            <C>
Current Assets:
    Cash and cash equivalents.......................................       $    732     $    946
    Restricted cash and cash equivalents............................          3,572        3,267
    Accounts receivable- net of allowances for possible losses of
       $6,536 and $6,825, respectively..............................         40,233       16,172
    Inventories.....................................................         28,681       38,627
    Prepaid expenses and other current assets.......................          1,058          970
                                                                            -------      -------
       Total Current Assets.........................................         74,276       59,982
    Property, plant and equipment, at cost, net of accumulated
       depreciation of $1,237 and $409, respectively................          3,823        2,781
    Excess of purchase price over net assets acquired-net of
       accumulated amortization of $279 and $50, respectively.......          4,406        4,490
    Deferred charges and other assets...............................          2,289          551

    Total Assets....................................................       $ 84,794     $ 67,804
                                                                            =======      =======

                 LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
    Short term debt.................................................       $ 13,913     $ 1,162
    Accounts payable................................................          9,648      12,070
    Accrued expenses and other current liabilities..................          8,495       7,486
    Accrued expenses and other current confirmation liabilities.....          3,572       3,267
    Income taxes payable............................................          1,260         371
    Current portion of capitalized leases...........................             30          48
                                                                            -------     -------
       Total Current Liabilities....................................         36,918      24,404
    Long term note payable..........................................          4,250          --
    Excess of  revalued  net assets  acquired  over  equity  under
       fresh - start reporting, net of accumulated amortization of
       $10,668 and $7,239, respectively.............................          3,040       6,469
    Long term debt-capitalized leases...............................             --          17
    Deferred liabilities............................................            777         477
    Total Liabilities...............................................         44,985      31,367
                                                                            -------     -------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, $.01 par value; 500 shares authorized, no
     shares issued and outstanding...................................            --          --
Common stock, $.01 par value; 20,000 shares authorized;
      6,870 and 6,858 shares issued, respectively....................            69          69
 Capital in excess of par value.....................................         30,805      28,824
 Retained earnings..................................................         20,558      12,167
                                                                            -------     -------
    Subtotal........................................................         51,432      41,060
 Treasury stock, at cost; 1,817 and 817 shares, respectively........         11,623       4,623
                                                                            -------     -------
    Total Stockholders' Equity......................................         39,809      36,437
                                                                            -------     -------
 Total Liabilities and Stockholders' Equity.........................       $ 84,794    $ 67,804
                                                                            =======     =======
</TABLE>

           The accompanying Notes to Consolidated Financial Statements
           are an integral part of these consolidated balance sheets.


                                      -3-
<PAGE>
                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                    UNAUDITED

<TABLE>
<CAPTION>

                                                                     THIRTY-NINE    THIRTY-NINE WEEKS
                                                                     WEEKS ENDED          ENDED
                                                                     OCTOBER 2,         OCTOBER 3,
                                                                         1999             1998
                                                                     -----------    -----------------
<S>                                                                  <C>               <C>
Net Sales......................................................     $  158,216        $  122,723
Cost of Sales..................................................        116,923            91,087
                                                                      ---------         ---------
   Gross profit.................................................         41,293            31,636
                                                                      ---------         ---------
Operating Expenses:
      Selling, warehouse, general and
          administrative expenses...............................         29,284            20,735

   Non-cash stock based compensation............................          1,130             1,430
   Depreciation and amortization expense........................            959               198
                                                                      ---------         ---------
       Total operating expenses.................................         31,373            22,363
   Other income.................................................         (1,054)             (877)

   Amortization of excess revalued net assets acquired
         over equity............................................         (3,429)           (3,429)
                                                                      ---------         ---------
   Total operating expenses, net................................         26,890            18,057
                                                                      ---------         ---------
   Operating income.............................................         14,403            13,579

Interest and Financing Costs....................................         1,661               680
Other Expenses..................................................         900                --
                                                                      ---------         ---------
   Income before taxes..........................................         11,842            12,899
Provision for Taxes.............................................          3,451             3,983
                                                                      ---------         ---------
   Net Income ..................................................     $    8,391            $8,916
   Net Income per Share - Basic.................................         $ 1.42            $ 1.33
                                                                      =========         =========
                        - Diluted...............................         $ 1.36            $ 1.26
                                                                      =========         =========
Weighted Average Shares Outstanding - Basic.....................      5,900,083         6,718,960
                                                                      =========         =========
                                     - Diluted..................      6,148,149         7,065,228
                                                                      =========         =========           =========
</TABLE>

       The accompanying Notes to Consolidated Financial Statements are an
            integral part of these consolidated financial statements.


                                      -4-
<PAGE>
                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                    UNAUDITED


<TABLE>
<CAPTION>
                                                                      THIRTEEN       THIRTEEN
                                                                     WEEKS ENDED     WEEKS ENDED
                                                                     OCTOBER 2,     OCTOBER 3,
                                                                        1999           1998
                                                                     -----------     -----------
<S>                                                                  <C>            <C>
Net Sales......................................................      $   58,622    $   48,789
Cost of Sales..................................................          43,856        36,640
                                                                      ---------     ---------
   Gross profit.................................................         14,766        12,149
                                                                      ---------     ---------
Operating Expenses:
          Selling, warehouse, general and
            administrative expenses.............................          9,900         7,084
   Non-cash stock based compensation............................            500           342
   Depreciation and amortization expense........................            364           128
                                                                      ---------     ---------
        Total operating expenses................................         10,764         7,554
   Other income.................................................           (382)         (302)
   Amortization of excess revalued net assets acquired
        over equity.............................................         (1,143)      ( 1,143)
                                                                      ---------     ---------
   Total operating expenses, net................................          9,239         6,109
                                                                      ---------     ---------
   Operating income.............................................          5,527         6,040
Interest and Financing Costs....................................           657           360
Other Expenses..................................................          366            --
                                                                      ---------     ---------
   Income before taxes..........................................          4,504         5,680
Provision for Taxes.............................................          1,362         1,911
                                                                      ---------     ---------
   Net Income ..................................................         $3,142        $3,769
                                                                      =========     =========
   Net Income per Share - Basic.................................         $ 0.56        $ 0.58
                                                                      =========     =========
                        - Diluted...............................         $ 0.52        $ 0.55
                                                                      =========     =========
Weighted Average Shares Outstanding - Basic.....................     5,617,973     6,552,033
                                                                      =========     =========
                                     - Diluted..................      6,008,999     6,842,790
                                                                      =========     =========


          The accompanying Notes to Consolidated Financial Statements
        are an integral part of these consolidated financial statements.


                                      -5-
<PAGE>
                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                    UNAUDITED

                                                                           THIRTY-NINE        THIRTY-NINE
                                                                           WEEKS ENDED        WEEKS ENDED
                                                                           OCTOBER 2,          OCTOBER 3,
                                                                              1999               1998
                                                                           -----------        -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income .......................................................       $ 8,391             $ 8,916
   Adjustments to reconcile net income to net cash used
     in operating activities:
     Depreciation and amortization...................................         1,057                 207
     Amortization of excess net assets acquired over equity..........        (3,429)             (3,429)
     Provision for possible losses on accounts receivable............            (6)                (25)

     Provision for stock based compensation and stock option grants..         1,130               1,430
     Changes in assets and liabilities:

       Restricted short term investment..............................            --               2,989

       Accounts receivable...........................................       (24,055)            (23,071)

       Inventories...................................................         9,946               1,585
       Prepaid expenses and other current assets.....................          (125)               (259)
       Deferred charges and other assets.............................        (1,738)                 --
       Accounts payable, accrued expenses and other current
           liabilities...............................................           (27)             (2,721)
       Income taxes payable..........................................           889               2,715
       Deferred liabilities..........................................           300                 223
     Changes due to reorganization activities:

       Use of pre-consummation deferred taxes........................           839               1,297
                                                                            -------              ------
         Total adjustments...........................................       (15,219)            (19,059)
                                                                            -------              ------
         Net cash used in operating activities.......................        (6,828)            (10,143)
                                                                            -------              ------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures..............................................        (1,870)             (1,503)
   Net cash paid for acquisition.....................................           (97)                 --
   Treasury stock repurchases........................................        (7,000)             (4,623)
   Merger costs......................................................          (775)                 --
                                                                            -------              ------
         Net cash used in investing activities.......................        (9,742)             (6,126)
                                                                            -------              ------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from borrowings..........................................        53,084               1,494
   Repayment of  borrowings .........................................       (40,457)                 --

   Notes payable.....................................................         4,374                  --

   Repayment of capital leases ......................................           (35)               (134)
   Payment of obligations under Plan of Reorganization...............          (305)               (817)
                                                                            -------              ------
        Net cash provided by financing activities....................        16,661                 543
                                                                            -------              ------
   Net increase (decrease) in cash and cash equivalents..............            91             (15,726)
   Cash and cash equivalents, at beginning of period.................         4,213              19,813
                                                                            -------              ------
   Cash and cash equivalents, at end of period.......................      $  4,304             $ 4,087
                                                                            =======              ======
</TABLE>


           The accompanying Notes to Consolidated Financial Statements
        are an integral part of these consolidated financial statements.


                                      -6-
<PAGE>

                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

1.       BASIS OF PRESENTATION:

         The  consolidated   financial  statements  included  herein  have  been
prepared  by The Leslie Fay  Company,  Inc.  and  subsidiaries  (The  Leslie Fay
Company,  Inc. being sometimes  individually  referred to, and together with its
subsidiaries  collectively  referred  to, as the  "Company"  as the  context may
require),  pursuant to the rules and  regulations of the Securities and Exchange
Commission (the "SEC").  Certain information and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles  have been  condensed or omitted from this report,  as is
permitted by such rules and regulations;  however, the Company believes that the
disclosures are adequate to make the information presented not misleading. These
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements  and  the  notes  thereto  included  in  the
Company's  Annual  Report on Form 10-K for the Fiscal Year ended January 2, 1999
(the "1998 Form  10-K").  Interim  taxes were  provided  based on the  Company's
estimated effective tax rate for the year.

         In the opinion of management,  the information  furnished  reflects all
adjustments, all of which are of a normal recurring nature, necessary for a fair
presentation  of the  results  for the  reported  interim  periods.  Results  of
operations for interim periods are not necessarily indicative of results for the
full year, and the seasonality of the business may make projections of full year
results based on interim periods unreasonable.

2.       RECENT DEVELOPMENTS:

         On August 25, 1999,  following the approval of more than  two-thirds of
the shareholders of the Company, the Company completed a merger transaction with
an affiliate  of Three  Cities  Research,  Inc. In  connection  with the merger,
holders of common  stock of the Company  had the right to elect to receive  cash
for their shares.  The holders of 2,111,966 shares of the Company's common stock
received $7 in cash per share for their shares. Three Cities provided $7,783,762
in return for  1,111,966  shares of common stock of the Company.  The  remaining
1,000,000 shares were returned to treasury. The approximately $7 million of cash
required of the Company to consummate the cash election was financed though a $5
million,  five year note, and through additional  borrowings under the Company's
credit line.

         The merger  transaction also affected a modification of the Certificate
of  Incorporation of the Company that changed certain  provisions  regarding the
approval of certain business combination transactions.

         The Company also amended its credit  agreement  with CIT to approve the
merger  transaction  and to add a $5 million,  five-year term note payable,  the
proceeds  of  which  substantially  paid  for  the  Company's  $7  million  cash
requirement  for the stock  repurchase.  The amendment  also modified  financial
covenants,  established a dividend or stock re-purchase  "basket" (See Note 4.),
and extended the credit agreement through June 2, 2004.


                                      -7-
<PAGE>
                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES

3.       INVENTORIES:

         Inventories consist of the following:


                                              (Unaudited)
                                               October 2,      January 2,
                                                  1999            1999
                                               ----------      ----------
  (In thousands)
    Raw materials                               $15,692         $10,763
   Work in process                                3,562           2,613
    Finished goods                                9,427          25,251
                                                 ------          ------
      Total inventories                         $28,681         $38,627
                                                 ======          ======

4.       DEBT:

         On June 2, 1997, in  preparation  for the  consummation  of the Amended
Joint Plan of  Reorganization  ("the Plan"),  a  wholly-owned  subsidiary of the
Company entered into a two-year financing agreement (the "CIT Credit Agreement")
with CIT which was  amended on August 25, 1999 to extend the  agreement  through
June 2, 2004 to provide direct  borrowings and to issue letters of credit on the
Company's  behalf.  Direct  borrowings  bear interest at prime minus .25% (8% at
October 2, 1999) and the CIT Credit  Agreement  requires a fee, payable monthly,
on average outstanding  letters of credit at a rate of 2% annually.  The Company
had a net borrowing  availability  under the CIT Credit Agreement of $19,404,000
on October 2, 1999 and peak borrowing during the thirty-nine weeks ended October
2, 1999 was $16,157,000.  There was $12,955,000 in direct borrowings outstanding
under the CIT Credit Agreement and approximately  $9,641,000 was committed under
unexpired  letters of credit as of October 2, 1999.  Additionally,  the  Company
borrowed, through a five year term note payable,  $5,000,000 at an interest rate
of prime plus 200 basis  points  (10.25%  at October 2, 1999)  which was used to
repurchase the Company's common stock. (See Note 2.).

         The CIT Credit  Agreement has been  modified five times through  August
25, 1999, to adjust for changes relating to the Company's  consolidated  balance
sheet  as  it  exited  from  bankruptcy,  reflecting  associated  "fresh  start"
accounting adjustments,  increasing the level of capital expenditures to support
the Company's  growth and Year 2000  requirements,  allowing the  acquisition of
certain assets of The Warren Apparel Group Ltd.,  permitting the Company's stock
buy-back program,  extending the CIT Credit Agreement,  increasing the Company's
credit line, reducing borrowing costs, and allowing the early termination of the
CIT Credit Agreement at the option of the Company. Key modifications include:

|X|  CIT approval for the merger transaction as referenced in Note 2.

|X|  The  committed   credit  line  has  been  increased  to  $42,000,000   from
     $30,000,000.  The  sub-limit  on letters of credit has also been  increased
     from  $20,000,000 to $25,000,000.  The limit on inventory based  collateral
     has been  raised  from  $12,000,000  to  $20,000,000  and will  increase by
     $1,000,000 automatically each fiscal year.

|X|  The interest rate on direct borrowings has been reduced from prime plus 100
     basis points to prime less 25 basis points.


                                      -8-
<PAGE>
                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES


|X|  The Company may pay  dividends  or  repurchase  stock as long as the amount
     paid after August 25, 1999 does not exceed,  in the  aggregate,  the sum of
     $2,000,000  plus  one  half of the net  income  exceeding  $1,000,000  on a
     cumulative  basis for the period  commencing with the fiscal quarter ending
     October 2, 1999 and ending with the fiscal  quarter  preceding  the date of
     the proposed dividend or stock repurchase.  Borrowing  availability  before
     and after the making of any such dividend  payment or stock  repurchase can
     not be less than $5,000,000.

|X|  The  Company  issued  a  five-year  term  note  payable  in the  amount  of
     $5,000,000 at an interest of prime plus 200 basis points.

|X|  Covenants  related to capital  expenditures,  minimum ratio of consolidated
     current assets to consolidated  current  liabilities,  minimum consolidated
     tangible net worth and minimum  consolidated  working capital have been set
     at levels  appropriate  for normal  business  conditions  and the Company's
     existing stock repurchase program.

|X|  The Company may, with CIT's approval, acquire new businesses.

|X|  The Company may terminate the CIT Credit Agreement early.

         As collateral for borrowing under the CIT Credit Agreement, the Company
has granted to CIT a security  interest in substantially  all of its assets.  In
addition,  the CIT Credit  Agreement  contains  certain  restrictive  covenants,
including  limitations on the incurrence of additional  liens and  indebtedness.
The Company is currently in compliance with or has obtained  written waivers for
all requirements contained in the CIT Credit Agreement.

         Partial  payment for the assets acquired from the Warren Apparel Group,
Ltd.  was made in the form of a short  term  note  payable,  of which  the final
payment of $208,000 was paid on October 27,1999,

5.       INCOME TAXES:

         The provision  for federal,  state and local income taxes is $3,451,000
and  $3,983,000 for the  thirty-nine  weeks ended October 2, 1999 and October 3,
1998,  respectively  and  $1,362,000 and $1,911,000 for the thirteen weeks ended
October 2, 1999 and  October 3, 1998,  respectively.  Federal  and state  income
taxes are partially offset by the utilization of pre-consummation  net operating
loss  carryovers.   The  utilization  of  pre-consummation  net  operating  loss
carryovers  for  federal  income  tax  purposes  is  limited  to   approximately
$1,500,000 in 1999.


                                      -9-
<PAGE>
                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES

6.       COMMITMENTS AND CONTINGENCIES:

         As noted in the  Company's  1998 Form 10-K,  the Company and several of
its subsidiaries filed voluntary petitions in the Bankruptcy Court under Chapter
11 of the  Bankruptcy  Code in April 1993. By an order dated April 21, 1997 (the
"Confirmation  Order"),  the Bankruptcy  Court  confirmed the Plan. The Plan was
consummated  on June 4, 1997.  Certain  alleged  creditors  who asserted age and
other  discrimination  claims against the Company and whose claims were expunged
(the  "Claimants")  pursuant  to an order of the  Bankruptcy  Court (see  below)
appealed the  Confirmation  Order to the United  States  District  Court for the
Southern  District of New York. The Company moved to dismiss the appeal from the
Confirmation  Order and the motion was granted and the appeal was dismissed.  An
appeal to the United  States  Court of Appeals for the Second  Circuit  from the
order  dismissing the appeal taken by the Claimants  subsequently was withdrawn,
without prejudice,  and may be refiled in the future. In addition, the Claimants
and  two  other  persons  commenced  a  separate  adversary  proceeding  in  the
Bankruptcy  Court to revoke the  Confirmation  Order.  The  Company has moved to
dismiss  the  adversary  proceeding  to revoke the  Confirmation  Order and that
motion has been fully  briefed,  but has not yet been  argued to the  Bankruptcy
Court.

         The  Claimants,  who are former  employees  of the Company and who were
discharged  prior to the filing of the Chapter 11 cases,  asserted age and other
discrimination  claims,  including punitive damage claims against the Company in
the approximate  aggregate sum of $80 million.  Following a trial on the merits,
the Bankruptcy Court expunged and dismissed those claims in their entirety.  The
Claimants  appealed that decision to the United  States  District  Court for the
Southern  District of New York,  and on July 17, 1998,  that Court  affirmed the
decision of the  Bankruptcy  Court.  The Claimants  took a further appeal to the
United  States  Court of Appeals  for the Second  Circuit,  which  affirmed  the
decision of the United States  District  Court in a summary order dated June 28,
1999.  On September  27, 1999,  the  Claimants  filed a petition for  certiorari
review by the United States Supreme Court.  The Company has been advised that it
is very  unlikely  that the Supreme  Court will grant the petition for review of
the Second Circuit decision.  The Company's response to the Claimants'  petition
is due by November 29, 1999.

         Five of the Claimants in the above-described appeal commenced an action
alleging employment discrimination against certain former officers and directors
of the Company in the United States District Court for the Southern  District of
New York. The Court  dismissed all of the causes of action arising under federal
and state  statutes,  and the only remaining  claims are those arising under the
New York City Human Rights Law.  Discovery is complete and it is expected that a
summary  judgement motion will be filed by the defending  officers and directors
in the near future,  following the  resolution of the current  petition  pending
before the Supreme Court.

         In addition, the Company is involved in the following legal proceedings
of significance:

         In February 1993, the  Securities and Exchange  Commission  obtained an
order directing a private investigation of the Company in connection with, among
other  things,  the filing by the Company of annual and other  reports  that may
have  contained  misstatements,  and the  purported  failure  of the  Company to
maintain books and records that accurately reflected its financial condition and
operating  results.  To the Company's  knowledge,  this  investigation  has been
dormant for several years.


                                      -10-
<PAGE>

                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES


         In February 1993, the United States Attorney for the Middle District of
Pennsylvania issued a Grand Jury Subpoena seeking the production of documents as
a result of the Company's  announcement of accounting  irregularities.  In 1994,
Donald F. Kenia,  former  Controller  of the Company,  was indicted by a federal
grand jury in the Middle  District of  Pennsylvania  and  pleaded  guilty to the
crime of securities fraud in connection with the accounting  irregularities.  On
or about October 29, 1996,  Paul F.  Polishan,  former Senior Vice President and
Chief Financial  Officer of the Company,  was indicted by the federal grand jury
in the Middle  District of Pennsylvania  for actions  relating to the accounting
irregularities.  The  trial  of the  case  against  Paul F.  Polishan  has  been
scheduled for March 2000.

         In March  1993,  a  stockholder  derivative  action  entitled  "Isidore
Langer,  derivatively  on behalf of The Leslie Fay  Companies,  Inc.  v. John J.
Pomerantz et al." was  instituted in the Supreme Court of the State of New York,
County of New York,  against  certain  officers and directors of the Company and
its then  auditors.  This complaint  alleges that the defendants  knew or should
have known  material  facts  relating  to the sales and  earnings of the Company
which they failed to disclose.  The time to answer, move or otherwise respond to
the complaint has not yet expired.  The plaintiff seeks an unspecified amount of
monetary  damages,  together  with  interest  thereon,  and costs  and  expenses
incurred in the action,  including reasonable  attorneys' and experts' fees. The
Company cannot presently determine the ultimate outcome of this litigation,  but
believes  that it  should  not  have any  unfavorable  impact  on its  financial
statements.  Pursuant to the Plan, a Derivative Action Board, comprised of three
persons or entities  nominated by the Creditors'  Committee and appointed by the
Bankruptcy  Court,  is the only entity  authorized to prosecute,  compromise and
settle or discontinue the derivative action.

7.       STOCKHOLDERS' EQUITY:

         At June 4, 1997, 6,800,000 shares, adjusted retroactively for a two for
one stock split effected on July 1,1998,  were issued and  outstanding  and were
being held by the plan administrator in trust. In July 1997,  5,372,000 (79%) of
the shares were  distributed.  During the period from  February 15, 1999 through
March 5,  1999,  approximately  1,250,000  (88%) of the  remaining  shares  were
distributed.  Of the remaining  shares,  140,660 were  exchanged for cash in the
merger described in Note 2. The remaining shares are being held back by the plan
administrator  until the final disputed claims are settled before the Bankruptcy
Court.

8.       ACCOUNTING FOR STOCK OPTION COMPENSATION:

         Under the  provisions  of Statement of Financial  Accounting  Standards
("SFAS")  No.123,  "Accounting  for Stock Based  Compensation,"  the Company has
recorded $1,010,000 and $1,400,000 of non-cash stock based compensation  expense
for  the  thirty-nine   weeks  ended  October  2,  1999  and  October  3,  1998,
respectively  and $417,000 and $320,000 for the thirteen  weeks ended October 2,
1999 and October 3, 1998, respectively. These amounts were offset as adjustments
to Capital in excess of par value in the Consolidated Balance Sheets.


                                      -11-
<PAGE>
                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES

9.       NET INCOME PER SHARE:

         For the  thirty-nine  weeks ended  October 2, 1999 and October 3, 1998,
the basic weighted average common shares outstanding was 5,900,083 and 6,718,960
respectively,  and the weighted average shares outstanding assuming dilution was
6,148,149 and  7,065,228  respectively.  The  difference of 248,066 and 346,268,
respectively,  represents  the  incremental  dilution of shares upon exercise of
dilutive stock options.


                                      -12-
<PAGE>
                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES


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

(A)  RESULTS OF  OPERATIONS

THIRTY-NINE WEEKS ENDED OCTOBER 2, 1999 AS COMPARED TO
THIRTY-NINE WEEKS ENDED OCTOBER 3, 1998

         The Company  recorded  net sales of  $158,216,000  for the  thirty-nine
weeks ended October 2, 1999,  compared  with  $122,723,000  for the  thirty-nine
weeks ended October 3, 1998, a net increase of $35,493,000  or 28.9%.  The Dress
product  line's net  sales,  excluding  $34,635,000  generated  by the  recently
acquired  Warren  brands  and the  launch  of the  Leslie  Fay  Evenings  brand,
increased  $2,751,000  or  3.6%.  Net  sales  for the  Sportswear  product  line
decreased by $1,893,000 or 4.1%

         Gross  profit  was  $41,293,000  and 26.1% of net sales  compared  with
$31,636,000  and 25.8%  for the  thirty-nine  weeks  ended  October  2, 1999 and
October 3, 1998,  respectively.  The gross  profit from the Dress  line,  net of
$11,324,000  generated by the recently  acquired Warren brands and the launch of
the Leslie Fay  Evening  brand,  rose  $689,000  while the  percent to net sales
remained constant at 26.1%. The gross profit produced by the Sportswear line for
the  thirty-nine  weeks ended October 2, 1999  decreased by  $2,376,000  and the
percent to net sales  decreased  to 21.0% from 25.2% for the  comparable  period
ended October 3, 1998.  The decreased  gross profit as a percentage of net sales
resulted from additional markdowns to sell inventory.

         SG&A expenses were  $29,284,000  and 18.5% of net sales and $20,735,000
and 16.9% of net sales  for the  thirty-nine  weeks  ended  October  2, 1999 and
October 3, 1998,  respectively.  The expense  increase of $8,549,000  was caused
mainly by the additional  operating expenses related to the Warren brands, which
have a higher  expense  ratio than the other  operating  brands in the  Company,
increased  advertising  expenses and additional  rental costs incurred to extend
the Company's lease for showroom and office space in New York.

         Non-cash  stock  based  compensation  for  stock  options  and  outside
director  compensation  that was  granted  after the  Company's  emergence  from
bankruptcy for the  thirty-nine  weeks ended October 2, 1999 and October 3, 1998
was $1,130,000 and $1,430,000, respectively. The current year's expense includes
one time only expenses  relating to the early vesting of middle management stock
options as a result of the merger  transaction  discussed  in Note 2 . The prior
year's expense included additional costs that resulted from stock option changes
approved at the annual stockholders meeting.

         Other income was  $1,054,000  and $877,000  for the  thirty-nine  weeks
ended October 2, 1999 and October 3, 1998,  respectively.  The increase resulted
from  additional  licensing  contracts under the "Leslie Fay" brand name entered
into during 1998.


                                      -13-
<PAGE>
                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES

         Depreciation and amortization  expense for the thirty-nine  weeks ended
October 2, 1999 and October 3, 1998,  respectively,  was $959,000 and  $198,000.
The increase was due to the acquisition of fixed assets since the Company's June
4, 1997 emergence  from  bankruptcy as well as the excess of purchase price over
net assets  acquired from The Warren  Apparel Group Ltd. on October 27, 1998. In
addition,  the Company  recognized  income of  $3,429,000  for both periods from
amortization  of excess  revalued  net assets  acquired  over equity under fresh
start reporting.

         Interest  and  financing  costs were  $1,661,000  and  $680,000 for the
thirty-nine weeks ended October 2, 1999 and October 3, 1998,  respectively.  The
additional  interest was generated as a result of higher  borrowings  during the
thirty-nine  weeks ended  October 2, 1999,  which were  invested in building the
Warren brands' working  capital as well as the buy back of the Company's  shares
in connection with the merger with an affiliate of Three Cities  Research,  Inc.
Also, the Company  incurred  interest expense during the period ended October 2,
1999 as a result of the  borrowing of  $5,000,000  through a five year term note
payable (See Note 4). The financing fees under the new CIT Credit Agreement were
partially offset by income earned on the cash invested for the thirty-nine weeks
ended October 2, 1999 and October 3, 1998.

         Other expenses of $900,000 were recorded during the  thirty-nine  weeks
ended  October 2, 1999 to provide  for  non-operating  legal fees  incurred as a
result of the merger transaction discussed in Note 2.

         The provision for federal,  state and local income taxes was $3,451,000
and  $3,983,000 for the  thirty-nine  weeks ended October 2, 1999 and October 3,
1998, respectively.

THIRTEEN WEEKS ENDED OCTOBER 2, 1999 AS COMPARED TO
THIRTEEN WEEKS ENDED OCTOBER 3, 1998

         The Company  recorded net sales of  $58,622,000  for the thirteen weeks
ended October 2, 1999,  compared with  $48,789,000  for the thirteen weeks ended
October 3, 1998,  a net  increase of  $9,833,000  and 20.2%.  The Dress  product
line's net sales,  excluding  $14,524,000  generated  by the  recently  acquired
Warren  brands  and the  launch of the  Leslie  Fay  Evenings  brand,  decreased
$1,083,000  and 4.5% as a result of earlier  shipment of fall season  product in
the second quarter as well as receipt of order confirmations too late to ship in
the period.  Net sales for the  Sportswear  product line decreased by $3,608,000
and 14.7% as a result of decreased volume and additional  markdowns  required to
sell inventory.

         Gross  profit  was  $14,766,000  and 25.2% of net sales  compared  with
$12,149,000  and 24.9% for the thirteen  weeks ended October 2, 1999 and October
3, 1998,  respectively.  The gross profit from the Dress line, net of $4,932,000
generated by the recently  acquired  Warren  brands and the launch of the Leslie
Fay Evenings  brand,  fell $237,000 and the percentage of net sales increased to
23.5% from  23.4%.  The gross  profit  produced by the  Sportswear  line for the
thirteen  weeks ended October 2, 1999 decreased by $2,078,000 and the percentage
of net sales  decreased  to 21.0% from  26.4% for the  comparable  period  ended
October 3,  1998.  The  decreased  gross  profit  dollars  resulted  from both a
decreased volume and the additional markdowns required to sell inventory.


                                      -14-
<PAGE>
                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES


         SG&A expenses were $9,900,000 and 16.9% of net sales and $7,084,000 and
14.5% of net sales for the thirteen  weeks ended  October 2, 1999 and October 3,
1998, respectively.  The expense increase of $2,816,000 was caused mainly by the
additional  operating expenses related to the Warren brands, which have a higher
expense  ratio than the other  operating  brands in the Company  and  additional
rental  costs  incurred to extend the  Company's  lease for  showroom and office
space in New York.

         Non-cash  stock  based  compensation  for  stock  options  and  outside
director  compensation  that was  granted  after the  Company's  emergence  from
bankruptcy  for the thirteen weeks ended October 2, 1999 and October 3, 1998 was
$500,000  and  $342,000,  respectively.  The  current  year's  expense  includes
expenses  relating to the early vesting of middle  management stock options as a
result of the merger transaction discussed in Note 2 .

         Other income was  $382,000  and  $302,000 for the thirteen  weeks ended
October 2, 1999 and October 3, 1998, respectively.

         Depreciation  and  amortization  expense for the  thirteen  weeks ended
October 2, 1999 and October 3, 1998,  respectively,  was $364,000 and  $128,000.
The increase was due to the  acquisition  of  additional  fixed assets since the
Company's  June 4,  1997  emergence  from  bankruptcy  as well as the  excess of
purchase  price over net assets  acquired from The Warren  Apparel Group Ltd. on
October 27, 1998. In addition,  the Company  recognized income of $1,143,000 for
both periods from  amortization  of excess  revalued  net assets  acquired  over
equity under fresh start reporting.

         Interest  and  financing  costs  were  $657,000  and  $360,000  for the
thirteen  weeks  ended  October 2, 1999 and October 3, 1998,  respectively.  The
additional  interest was generated as a result of higher  borrowings  during the
thirteen weeks ended October 2, 1999, which were invested in building the Warren
brands' working capital.  Also, the Company incurred interest expense during the
period ended October 2, 1999 as a result of the borrowing of $5,000,000  through
a five year term note payable (See Note 4). The financing fees under the new CIT
Credit Agreement were partially offset by income earned on the cash invested for
the thirteen weeks ended October 2, 1999 and October 3, 1998.

         Other  expenses of $366,000  were  recorded  during the thirteen  weeks
ended  October 2, 1999 to provide  for  non-operating  legal fees  incurred as a
result of the merger transaction discussed in Note 2. .

         The provision for federal,  state and local income taxes was $1,362,000
and $1,911,000 for the thirteen weeks ended October 2, 1999 and October 3, 1998,
respectively.

(B)  LIQUIDITY AND CAPITAL RESOURCES

          The  CIT  Credit   Agreement   provides  a  working  capital  facility
commitment  of  $42,000,000,  including  a  $25,000,000  sublimit  on letters of
credit. As of October 2, 1999 the Company was utilizing approximately $9,641,000
under the CIT Credit Agreement for letters of credit,  and there was $12,955,000
in outstanding  cash  borrowings.  The Company had a net borrowing  availability
under the CIT  Credit  Agreement  of  $19,404,000  on  October  2, 1999 and peak
borrowing during the thirty-nine weeks ended October 2, 1999 was $16,157,000.


                                      -15-
<PAGE>
                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES


         At October 2, 1999, the Company's cash and cash equivalents amounted to
$4,304,000  of which  $3,572,000  is  restricted  for  payment of the  remaining
administrative claims as defined in the Plan of Reorganization.  Working capital
increased  $1,780,000 to $37,358,000 for the thirty-nine  weeks ended October 2,
1999.  The changes in the  components  of working  capital  were: an increase in
cash, cash equivalents and short term investments of $91,000; an increase in net
accounts receivable of $24,061,000;  a decrease in inventories of $9,946,000; an
increase in prepaid expenses and other current assets of $88,000 and an increase
of $12,514,000 in total current  liabilities.  Accounts receivable increased due
to the additional  volume  generated by the recently  acquired Warren brands and
the historically  high shipment of Fall season product at the end of the period.
The high volume of Fall shipments contributed to the decrease in inventory.  The
renewal of the Company's  annual  insurance  policies  during the second quarter
resulted  in  the  increase  in  prepaid  expenses.  Total  current  liabilities
increased  as a result of  additional  short  term  borrowings  of  $12,626,000,
increased  current  portion of notes  payable of $125,000,  decreased  operating
accounts  payable and other accrued  liabilities of $1,251,000  resulting mostly
from  the  lower  inventory  levels  held,   offset  by  additional  income  tax
liabilities of $889,000 and accrued merger costs of $125,000.

         Although the Company's  results of  operations  indicated net income of
$8,391,000 for the  thirty-nine  weeks ended October 2, 1999,  these results are
not indicative of results for an entire year.

         Capital  expenditures  were $1,870,000 for the thirty-nine  weeks ended
October 2, 1999.  Capital  expenditures  are expected to be less than $3,000,000
for fiscal year 1999. The anticipated capital  expenditures for the remainder of
the year are primarily  related to  improvements  in management  information and
distribution  systems as well as fixturing the Company's in-store shops that are
planned  to  be  opened  in  1999.  The  Company  believes  that  its  financing
arrangements  and  anticipated  level  of  internally  generated  funds  will be
sufficient to finance its capital spending during the remainder of 1999.

         The Company,  as part of the merger  discussed in Note 2 ,  repurchased
1,000,000  shares of its common stock for $7.00 per share.  The Company financed
this  purchase by a $5,000,000  five-year  term note  payable and an  additional
$2,000,000 draw on its line of credit.

         The Company may pay cash  dividends or  repurchase  its stock under the
CIT Credit Agreement as long as those  disbursements do not cause the Company to
be in  violation  of the  restrictive  covenants,  there  remains  no less  than
$5,000,000 of unused  borrowing  capacity and the cumulative stock repurchase or
distribution  of dividends  does not exceed the  dividend  and stock  repurchase
basket  described in Note 4. At the end of the fiscal  quarter  ended October 2,
1999 the Company may borrow up to  $3,071,000  for stock  repurchase or dividend
distribution.  The Company has no plans to pay cash dividends in the foreseeable
future.

         The  Company  is  dependent  on  a  number  of  automated   systems  to
communicate   with  its  customers  and  suppliers,   to   efficiently   design,
manufacture,  import and distribute its products,  as well as to plan and manage
the  overall  business.  The  Company  recognizes  the  critical  importance  of
maintaining the proper functioning of its systems.


                                      -16-
<PAGE>
                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES


         In the  fourth  quarter  of 1997,  the  Company  began a review  of its
systems and technology to address all business requirements, including Year 2000
compliance.  This  review  is  complete  and  a  plan  has  been  developed  and
implemented to meet these needs.  Overall,  the plan identifies numerous changes
required in the  Company's  systems  (both  hardware  and  software)  as well as
sensitive  operating  equipment  to make them Year 2000  compliant.  To maintain
timely  oversight  of the  implementation  of this  plan,  the  Company's  Chief
Financial  Officer  reports  regularly to the Audit  Committee of the  Company's
Board of Directors.

         Certain of these changes were implemented in 1998; the others have been
implemented in 1999 at an estimated total cost of approximately $1,900,000, plus
the  utilization  of  internal  staff  and other  resources  both  during  these
implementations  and in the future. On May 4, 1998, the Company  implemented the
first phase of its plan by placing in operation a new purchase order  management
and invoicing  system.  Through May 1, 1999, the Company  implemented the second
and third  phases  of its plan by  placing  in  operation  Year  2000  compliant
versions of its accounts payable,  accounts  receivable,  general ledger and EDI
translation  systems.  As of October 2, 1999,  the  Company  has  completed  the
installation  of Year 2000  compliant  versions of its  software  and  operating
equipment.  In addition,  the Company is in the process of testing these systems
to confirm the accuracy of their Year 2000 certifications.

         The  Company  is  also  dependent  on the  efforts  of  its  customers,
suppliers and software  vendors.  The Company's  upgrade of its electronic  data
interchange  software  will need to be tested with the  Company's  customers  to
confirm proper  functioning.  The Company has contacted its major  customers and
suppliers and is cooperating with them to assure Year 2000 readiness. As part of
this effort, the Company has requested that its customers and suppliers complete
questionnaires  detailing their  assessment of their Year 2000  compliance.  The
Company's  customers and  suppliers  are also required to implement  projects to
make their systems and communications  Year 2000 compliant.  Failure to complete
their efforts in a timely way could disrupt the Company's  operations  including
the  ability  to  receive  and  ship  its  products  as well as to  invoice  its
customers.  Finally,  the Company's plan is based upon the representations as to
Year 2000 compliance of the vendors that market the software  packages  selected
by the Company.  There is no guarantee  that these new systems will be compliant
under all the circumstances and volume stresses that may actually be required by
the Company's operations through Year 2000.

         In common with other marketers and  distributors  of apparel  products,
the Company  believes  that the most  reasonable  worst case scenario may be the
effect caused by the failures of third parties and other entities with which the
Company has no direct involvement,  including failures by governmental entities.
As it involves its own  suppliers  and  customers,  the Company has  contingency
plans that include manual processing and the modification of receiving dates and
has requested the modification of shipment dates to its customers. More specific
contingency plans will be developed as more information becomes available.


                                      -17-
<PAGE>
                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES


         Certain  statements  contained  in this Form 10-Q,  including,  without
limitation,   statements   containing  the  words   "believes,"   "anticipates,"
"expects," and words of similar import, constitute  "forward-looking" statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking  statements.  Such factors include, among others, the following:
the effects of future events on the Company's  financial  performance;  the risk
that the Company may not be able to finance its planned growth; risks related to
the industry in which the Company competes,  including  potential adverse impact
of external factors such as inflation,  consumer confidence,  unemployment rates
and  consumer  tastes and  preferences;  and the risk of  potential  increase in
market interest rates from current rates. Given these uncertainties, current and
prospective  investors  are  cautioned  not to  place  undue  reliance  on  such
forward-looking  statements.  The Company disclaims any obligation to update any
such factors or to publicly  announce the result of any  revisions to any of the
forward-looking   statements  contained  herein  to  reflect  future  events  or
developments.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES
          ABOUT MARKET RISK.

         None.


                                      -18-
<PAGE>

                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES


PART II  -  OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS.

         For information  concerning  legal  proceedings at the end of the third
quarter  of  1999,  reference  is made to Note 6 of the  Notes  to  Consolidated
Financial Statements contained herein.

         No other legal  proceedings were terminated during the third quarter of
1999 or thereafter,  other than ordinary  routine  litigation  incidental to the
business of the Company.

ITEM 2.    CHANGES IN SECURITIES.

                  None.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES.

                  None.

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

(a)      Date of Annual Meeting of Stockholders - August 24, 1999

(b)  Approval of the  adoption  of the  Agreement  and Plan of Merger  among the
Company,  Three  Cities  Offshore  II C.V.,  Three  Cities  Fund II, LLP and TCR
Acquisition Sub Co.

                                STOCKHOLDER VOTES

For:                                          4,715,466
Against:                                         12,722
Abstentions:                                        405
Broker Non-Votes:                               973,536

(c)      The election of eight directors

                                STOCKHOLDER VOTES

                                    FOR                        WITHHELD

Clifford B. Cohn                 5,684,181                      17,948
Mark Kaufman                     5,684,181                      17,948
Bernard Olsoff                   5,684,523                      17,606
John J. Pomerantz                5,684,523                      17,606
Robert L. Sind                   5,684,523                      17,606
H. Whitney Wagner                5,684,523                      17,606
John A. Ward                     5,684,523                      17,606
Thomas G. Weld                   5,684,523                      17,606


                                      -19-
<PAGE>
                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES


(d)  Ratification  of the action of the Board of Directors in appointing  Arthur
Andersen LLP as independent accountants of the Company.

                                STOCKHOLDER VOTES

For:                                               5,693,798
Against:                                                   6
Abstentions:                                           8,325
Broker Non-Votes:                                         __

ITEM 5.    OTHER INFORMATION.

                  None.

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

                  a)       Exhibits
                           Exhibits  are set forth on the "Index to Exhibits" on
                           page E-1 hereof.

                  b)      Reports on Form 8-K
                          None


                                      -20-
<PAGE>
                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES


                                   SIGNATURES

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

Date:  November 16, 1999                 THE LESLIE FAY COMPANY, INC.
                                         (Company)



                                         By:  /s/ Warren T. Wishart
                                             ___________________________________
                                                  Warren T. Wishart
                                         Senior Vice President - Administration
                                         and Finance, Chief Financial Officer
                                         and Treasurer


                                      -21-
<PAGE>
                 THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES


                                INDEX TO EXHIBITS
                                -----------------



Exhibit No.              Description
-----------              -----------

4.1       Fourth  Amendment  dated as of March 29, 1999 to the Revolving  Credit
          Agreement  between  Leslie Fay  Marketing,  Inc.  ("LFM")  and The CIT
          Group/Commercial Services, Inc. ("CIT")
4.2       Fifth  Amendment  dated as of August 25, 1999 to the Revolving  Credit
          Agreement between LFM and CIT
10.1      Amendment No. 1 dated as of January 1999 to Employment Agreement dated
          as of January 4, 1998 between the registrant and John J. Pomerantz
10.2      Amendment No. 1 dated as of January 1999 to Employment Agreement dated
          as of January 4, 1998 between the registrant and John Ward
10.3      Amendment No. 1 dated as of January 1999 to Employment Agreement dated
          as of January 4, 1998 between the registrant and Dominick Felicetti
10.4      Amendment No. 1 dated as of January 1999 to Employment Agreement dated
          as of January 4, 1998 between the registrant and Warren T. Wishart
27        Financial Data Schedule.