SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934

For the quarter ended June 30,1999.

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from __________________ to ___________________


                         Commission file number 0-14870


                                   QUIPP, INC.
                                   -----------
             (Exact name of registrant as specified in its charter)




                     Florida                                   59-2306191
                     -------                                   ----------
State or other jurisdiction of incorporation organization) (I.R.S.Employer
                                                           Identification No.)


                  4800 N.W. 157th Street, Miami, Florida 33014
                  --------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code (305) 623-8700

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

Yes  [X]                No  [ ]

The number of shares of the registrant's common stock $.01 par value,
outstanding at June 30, 1999 was 1,885,144.


<PAGE>

<TABLE>
<CAPTION>

                                   QUIPP, INC.
                                      INDEX


<S>                                                                             <C>
PART I - FINANCIAL INFORMATION                                                  Page

         Item 1-  Consolidated Financial Statements

                  Consolidated Balance Sheets -                                 3
                    June 30, 1999 and December 31, 1998

                  Consolidated Statements of Income -                           4
                    Three months ended June 30,1999 and 1998
                    Six months ended June 30, 1999 and 1998

                  Consolidated Statements of Cash Flows -                       5
                    Six months ended June 30, 1999 and 1998

                  Notes to Consolidated Financial Statements                    6-7

         Item 2 - Management's Discussion and Analysis of                       8-11
                    Financial Condition and Results of Operations

         Item 3 - Quantitative and Qualitative Disclosure about Market Risk     12

PART II - OTHER INFORMATION

         Item 4 - Submission of matters to a Vote of Security Holders           13

         Item 6 - Exhibits                                                      14-15

</TABLE>

                                       2

<PAGE>

PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements

<TABLE>
<CAPTION>

                            QUIPP INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

                                   (Unaudited)


                                                              June 30, 1999  December 31, 1998
-----------------------------------------------------------------------------------------------

ASSETS

<S>                                                             <C>           <C>
Current Assets:
   Cash and cash equivalents                                    $ 1,461,728   $ 1,820,956
   Securities available for sale - current                        9,317,154    18,460,331
   Accounts receivable, net                                       4,526,852     4,388,385
   Inventories                                                    3,783,752     2,989,950
   Deferred tax asset - current                                     814,899       814,899
   Prepaid expenses and other receivables                           358,673       479,761
                                                                -----------   -----------

Total current assets                                             20,263,058    28,954,282

Other assets:

   Property, plant and equipment, net                             1,860,424     1,837,161
   Goodwill                                                         390,251       405,861
   Other assets                                                      77,422        80,782
                                                                ===========   ===========
Total assets                                                    $22,591,155   $31,278,086
                                                                ===========   ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Current portion of long term debt                            $   100,000   $   100,000
   Accounts payable                                               1,941,054     1,425,757
   Accrued salaries and wages                                       751,899       697,136
   Deferred revenues                                              2,841,770     3,439,314
   Income tax payable                                               316,844       167,704
   Contract contingencies                                           829,552       596,397
   Other accrued liabilities                                      1,204,286     1,407,493
                                                                -----------   -----------
Total current liabilities                                         7,985,405     7,833,801

Noncurrent liabilities:
   Long-term debt                                                   950,000       950,000
                                                                -----------   -----------

Total liabilities                                                 8,935,405     8,783,801

Shareholders' equity:
   Common stock - par value $.01 per share, 8,000,000
   shares authorized.  1,885,144 and 1,644,994 shares issued,
   respectively, June 30, 1999 and December 31, 1998                 18,851        16,450
Additional paid-in capital                                        8,632,356     5,800,581
Retained earnings                                                 5,004,543    16,677,254

Total shareholders' equity                                       13,655,750    22,494,285
                                                                -----------   -----------

Total liabilities and shareholders' equity                      $22,591,155   $31,278,086
                                                                ===========   ===========
</TABLE>

See accompanying notes to the consolidated financial statements.

                                       3
<PAGE>

              QUIPP INC. AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF INCOME

                     (Unaudited)
<TABLE>
<CAPTION>

                                                             For the three months ended               For the six months ended

                                                          June 30, 1999       June 30, 1998       June 30, 1999       June 30, 1998
------------------------------------------------------------------------------------------------------------------------------------

<S>                                                          <C>                 <C>               <C>                 <C>
Net sales                                                    $8,930,581          $7,043,107        $ 15,439,619        $ 12,834,722
Cost of sales                                                 5,801,993           4,272,763          10,061,802           7,931,167
                                                             -----------------------------------------------------------------------
Gross profit                                                  3,128,588           2,770,344           5,377,817           4,903,555

Other operating income and expense items:
   Selling, general and administrative expenses               1,487,361           1,537,725           2,832,548           2,687,323
   Research and development expenses                            150,087             207,356             511,478             350,918
                                                             -----------------------------------------------------------------------
Operating profit                                              1,491,140           1,025,263           2,033,791           1,865,314
                                                             -----------------------------------------------------------------------
Other income (expense):
   Interest income                                              135,784             165,265             341,320             292,964
   Interest expense                                              (9,350)            (11,364)            (17,175)            (22,145)
                                                             -----------------------------------------------------------------------
                                                                126,434             153,901             324,145             270,819
Income before income taxes                                    1,617,574           1,179,164           2,357,936           2,136,133
Income tax                                                      584,101             403,036             834,639             736,113
                                                             -----------------------------------------------------------------------

Net income                                                   $1,033,473           $ 776,128          $1,523,298          $1,400,020
------------------------------------------------------------------------------------------------------------------------------------
Per share amounts:

   Basic income per common share                                   0.55                0.48                0.87                0.87
   Diluted income per common share                                 0.55                0.46                0.83                0.82

   Weighted average number of common and
   common eqivalent shares outstanding                        1,887,149           1,712,619           1,824,765           1,702,663

Basic number of common and
   common eqivalent shares outstanding                        1,885,144           1,636,994           1,885,144           1,636,994

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to the consolidated financial statements.


                                       4
<PAGE>
<TABLE>
<CAPTION>

                           QUIPP, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)


                                                            For the six months ended
                                                            June 30, 1999  June 30, 1998

<S>                                                        <C>             <C>
Cash provided by operations:                               $  1,523,298    $  1,400,020
                                                           ----------------------------
Net Income

Reconciliation of net income to net cash
 provided by (used in) operations:
Depreciation and amortization                                   117,983         145,225
Changes in operational assets and liabilities:
Accounts receivable                                            (138,468)        687,431
Inventories                                                    (793,802)        320,907
Other assets, prepaid expenses and other receivables            121,088          48,664
Accounts payable and other accrued liabilities                  366,854        (557,355)
Contract contingencies                                          233,155         (19,165)
Deferred revenues                                              (597,545)        (83,925)
Income tax payable                                              149,139          31,337
                                                           ----------------------------


Net cash (used in) / provided by operations                     981,702       1,973,139
                                                           ----------------------------


Cash flow from investing activities:
Securities purchased                                        (17,609,022)    (20,448,051)
Securities sold                                              26,752,199      18,333,179
Capital expenditures                                           (122,276)        (88,289)
                                                           ----------------------------

Net cash provided by / (used in) investing activities         9,020,901      (2,203,161)
                                                           ----------------------------

Cash flow from financing activities:
Special dividend paid on common stock                       (13,196,008)           --
Excercise of stock options                                    2,834,177         348,875
                                                           ----------------------------

Net cash (used in) / provided financing activities          (10,361,831)        348,875
                                                           ----------------------------

Increase / (decrease) in cash and cash equivalents             (359,228)        118,853
Cash and cash equivalents at beginning of quarter / year      1,820,956         822,573
----------------------------------------------------------------------------------------
Cash and cash equivalents at end of quarter                $  1,461,728    $    941,426
----------------------------------------------------------------------------------------

Supplemental disclosure of cash payments made for:
Interest                                                   $     14,367    $     22,145

Income Taxes                                                    687,000         992,977
----------------------------------------------------------------------------------------
</TABLE>

     See accompanying notes to the consolidated financial statements.

                                       5
<PAGE>



                           QUIPP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements include the
accounts of Quipp, Inc. and Quipp Systems, Inc. (a wholly owned subsidiary). All
significant intercompany transactions have been eliminated in consolidation. The
accompanying consolidated financial statements have been prepared on a basis
consistent with that used as of and for the year ended December 31, 1998 and, in
the opinion of management, reflect all adjustments (principally consisting of
normal recurring accruals) considered necessary to present fairly the financial
position of Quipp, Inc. as of June 30, 1999 and the results of its operations
for the three and six months ended June 30, 1999 and the cash flows for the six
months ended June 30, 1999. The results of operations for the three and six
months ended June 30, 1999 are not necessarily indicative of the results to be
expected for the full year ending December 31, 1999. These financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and the instructions of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
The consolidated balance sheet at December 31, 1998 was derived from audited
financial statements, but does not include all disclosures required by generally
accepted accounting principles. Certain previously reported amounts have been
reclassified to conform to the current period's presentation.


NOTE 2 - INVENTORIES

Inventories at June 30, 1999 include material, labor and factory overhead and
are stated at the lower of cost or market. Cost is determined using the
first-in, first-out (FIFO) method. The composition of inventories at June 30,
1999 and December 31, 1998 is as follows:
<TABLE>
<CAPTION>

                                                                   June 30, 1999                  December 31, 1998
-----------------------------------------------------------------------------------------------------------------------------

<S>                                                                   <C>                                         <C>
Raw materials                                                         $2,830,676                                  $2,616,640
Work in process                                                          702,326                                     179,388
Finished goods                                                           250,750                                     193,922
                                                       ----------------------------------------------------------------------
                                                                      $3,783,752                                  $2,989,950
</TABLE>


NOTE 3 - EARNINGS PER SHARE
Earnings per share amounts are based upon the weighted average number of common
and common equivalent shares outstanding during the year. Common equivalent
shares are excluded from the computation in periods in which they have an
anti-dilutive effect. Basic EPS excludes all dilution, and is based upon the
weighted average number of common shares outstanding during the period. Diluted
EPS reflects the potential dilution that would occur if options, warrants,
convertible securities or other contracts to issue common stock were exercised
or converted into common stock.


                                       6
<PAGE>


NOTE 4 - COMPREHENSIVE INCOME

As of January 1, 1998, the Company adopted the Financial Accounting Standards
Board's Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" (SFAS 130). This statement establishes standards for
reporting and display of comprehensive income and its components in a full set
of general purpose financial statements. It does not, however, specify when to
recognize or how to measure items that make up comprehensive income. SFAS 130
was issued to address the concerns over the practice of reporting elements of
comprehensive income directly in equity. Adoption of this statement did not have
a material impact on the Company's financial statements.

<

                                       7
<PAGE>


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

Results of Operations:  The following table presents  statements of income items
expressed as a percentage of net sales for the periods indicated:
<TABLE>
<CAPTION>

                                                                            Unaudited
                                                      Three Months Ended                   Six Months Ended
                                                           June 30,                            June 30,
                                                       1999           1998                1999               1998

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

<S>                                                     <C>          <C>                   <C>               <C>
Net sales                                               100.0%       100.0%                100.0%            100.0%
Gross profit                                             35.0%        39.3%                 34.8%             38.2%
Selling, general and administrative expenses
                                                         16.7%        21.8%                 18.3%             20.9%
Research and development                                  1.7%         2.9%                  3.3%              2.7%
Interest income                                           1.5%         2.3%                  2.2%              2.3%
Net income                                               11.6%        11.0%                  9.9%             10.9%
</TABLE>

Three Months ending June 30, 1999
---------------------------------
Sales for the three months ended June 30, 1999 were $8,930,581, an increase of
$1,887,474 (26.8%) over net sales of $7,043,107 in the same period of the prior
year. The increase in net sales was due to stronger domestic sales.

Gross profit for the three months ended June 30, 1999 was $3,128,588 an increase
of $358,244(12.9%) as compared to $2,770,344 for the corresponding period in
1998. The decrease in gross profit as a percentage of net sales was attributable
to higher shipments in both the first and second quarter of original equipment
manufacturers (OEM) equipment, which generally have lower margins than products
manufactured by the company.

Selling, general and administrative expenses for the three months ended June 30,
1999 were $1,487,361, a decrease of $50,364 (3.3%) as compared to $1,537,725 for
the corresponding period of 1998. As a percentage of sales, selling, general and
administrative expenses decreased 5.1%. This decrease was mainly attributable to
the increase in sales volume coupled with a decrease in operating expenses due
to cost containment programs implemented in the second quarter of 1999. In
addition, selling, general and administrative expenses in 1998 reflected legal
costs in connection with patent litigation that was settled later in the year.

Research and development expenses for the three months ended June 30, 1999 were
$150,087, a decrease of $57,269 (27.6%) as compared to $207,356 for the
corresponding period of 1998. The decrease in spending was mainly attributable
to substantial completion of development of two of the new products, the
palletizer and the gripper conveyer for exhibition at the annual NEXPO trade
show.

                                       8
<PAGE>

Interest income for the three months ended June 30, 1999 was $135,784 as
compared to $165,265 for the same period in 1998. The decrease in interest
income was mainly attributable to lower cash and cash equivalents and securities
available for sale during the second quarter of 1999 due to the payment to our
shareholders of a special dividend of $13,196,008.


Six Months ending June 30, 1999
-------------------------------
Sales for the six months ended June 30, 1999 were $15,439,619, an increase of
$2,601,897 (20.3%) over net sales of $12,837,722 in the same period of the prior
year. The increase in net sales for the six month period was also due to
stronger domestic sales.


Gross profit for the six months ended June 30, 1999 was $5,377,817 a increase of
$474,262 (9.7%) as compared to $4,903,555 for the corresponding period in 1998.
The decrease in gross profit as a percentage of net sales was attributable to
higher shipments of original equipment manufacturers (OEM) equipment, which
generally have lower margins than products manufactured by the company.

Selling, general and administrative expenses for the six months ended June 30,
1999 were $2,832,548, a increase of $145,225 (5.4%) as compared to $2,687,323
for the corresponding period of 1998. As a percentage of sales, selling, general
and administrative expenses decreased 2.6% as a result of higher sales volume.
The increase in spending occurred in the first quarter of 1999, mainly
attributable to additional selling activities related to increased order
bookings in the period.

Research and development expenses for the six months ended June 30, 1999 were
$511,478, a increase of $160,560 (45.8%) as compared to $350,918 for the
corresponding period of 1998. The increase in spending was mainly attributable
to two of the new products under development, the palletizer and the gripper
conveyer.

Interest income for the six months ended June 30, 1999 was $341,320 as compared
to $292,964 for the same period in 1998. The increase in interest income was
mainly attributable to higher average balances of cash and cash equivalents and
securities available for sale, during the period.

General
The order backlog as of June 30th 1999 was $13,096,738 compared to $10,566,840
at December 31, 1998 and $7,080,838 at June 30th 1998. The Company expects to
ship all backlog items within the next twelve months.


Liquidity
On June 30, 1999, cash, cash equivalents and securities available for sale
totaled $10,778,882 as compared to $20,281,287 at December 31, 1998, a decrease
of $9,502,406 or 46.9%. This decrease was primarily due to the payment to our
shareholders of the special dividend of $13,196,008, on May 10, 1999. This
decrease was partially offset by cash provided by financing activities resulting
from the exercise of stock options. Working capital on June 30, 1999 was
$12,277,653, an increase of $1,984,528 from $10,293,125 at March 31, 1999. This
increase was primarily the result of a

                                       9
<PAGE>


decrease  in deferred  revenues of  $2,290,378.  The Company  believes  that the
remaining cash, cash equivalents and securities available for sale together with
cash  generated  from  operations  will be sufficient to fund  operations at the
current level.

Year 2000 Disclosure
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. In other words, date
sensitive software may recognize a date using "00" as the year 1900 rather than
the year 2000. This could result in system failures or miscalculations causing
disruptions of operations, including, among others, a temporary inability to
process transactions, send invoices, or engage in similar normal business
activities.

The Company has been engaged in an evaluation of its Year 2000 readiness in
connection with its information technology and non-information technology
systems. In addition, the Company has analyzed its products as they relate to
the Year 2000 issue. The Company has also attempted to analyze Year 2000 issues
relating to third parties with whom the Company has a business relationship. The
current status of the Company's efforts is as follows:

Internal Systems and Products
-----------------------------

Information Technology Systems - The Company's manufacturing and accounting
software supplier has advised the Company that Year 2000 support of the software
was implemented in 1995 and that the Company's manufacturing and accounting
software is Year 2000 compliant. In addition, the Company's AS400 operating
system has been upgraded, and the Company has received correspondence from the
vendor stating that the software is Year 2000 compliant. To confirm Year 2000
compliance, the Company began testing of its manufacturing, accounting and
operating system during the fourth quarter of 1998. Based on the results of
testing, the Company has implemented some changes to the software. The Company
is continuing to test its systems for Year 2000 compliance and expects the
testing to be completed by September 1999. The Company's Year 2000 compliance
costs to date have been approximately $35,000. Based upon the testing completed
thus far, the Company does not anticipate any additional material costs relating
to Year 2000 compliance.

The Company's manufacturing department was using a computerized data collection
system to record labor time and attendance. This system was not Year 2000
compliant. The Company replaced the software and related hardware in February of
1999 with software and hardware that is certified by the manufacturer to be Year
2000 compliant.

Non-Information Technology Systems - The Company's heating, cooling, ventilation
and alarm systems include microprocessor-based components. The heating, cooling
and ventilation systems providers have advised the Company that these systems
are not date sensitive. The alarm company was unable to provide assurance of
Year 2000 compliance for its system. Therefore, the alarm system was replaced in
November 1998, with a system certified by the manufacturer to be compliant.

Products - The Company's products are not materially date sensitive. Moreover,
products currently manufactured that have time and date functions are Year 2000
compliant, and product notification bulletins have been sent to the customers
regarding Year 2000 issues. Therefore, the Company does not

                                       10
<PAGE>

believe it has any material exposure with regard to its products as a result of
the Year 2000 issue.

Year 2000 Issues Relating to Third Parties
------------------------------------------

Vendors - The Company utilizes approximately 360 vendors to supply parts,
materials and components for its various products. The Company has surveyed its
major vendors regarding their Year 2000 status. Several vendors have supplied
letters to the Company stating that they are either Year 2000 compliant or that
they would be Year 2000 compliant by December 31, 1999. However, the Company is
unable to verify this information, and it is possible that advice received from
vendors may be erroneous. Moreover, certain vendors have not responded to the
Company's request for information, and may not be Year 2000 compliant.
Nevertheless, the Company believes alternative sources of supply are available
for all required components. In addition, certain machine parts could be
manufactured in the Company's in-house machine shop. Therefore, absent
widespread difficulties affecting several critical vendors, the Company does not
anticipate that vendors' Year 2000 issues would have a material adverse effect
on the Company.

The Company has received verbal verification from several of its freight
providers that they are Year 2000 compliant. However, the Company is unable to
verify this information and is not currently aware of the Year 2000 readiness of
certain outside service companies, such as telecommunications or utility
providers. The failure of these providers to be Year 2000 compliant could have a
material adverse effect on the Company, which is not currently quantifiable. In
the worst case, the Company's operations could be seriously disrupted.

Customers - The Company's customer base typically changes significantly from
year to year. Since the Company's equipment is designed to have an extended
life, significant repeat orders are not received on a regular basis. As a
result, the Company is unable to predict the identity of most of its major
customers in the Year 2000 and thereafter. The Company does not intend to make
an inquiry as to whether the customers' computer driven payment or purchasing
processes is Year 2000 compliant. A customer's Year 2000 issues could cause a
delay in receipt of purchase orders or payment. If Year 2000 issues are
widespread among the Company's customers, the Company's sales and cash flow
could be materially adversely affected.

Forward Looking Statements
The statements contained above regarding the shipment of backlog during the next
twelve months; third party statements regarding Year 2000 readiness of their
products, services and systems; costs of Year 2000 measures; consequences of the
failure of Company products and systems, and outside parties to be Year 2000
compliant; and other Year 2000 related matters are forward looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. A
number of important factors could cause actual results to differ materially from
those in the forward looking statements including, among others, economic
conditions generally and specifically in the newspaper industry, change in
product demand, delays in shipment, cancellation of customer orders,
unanticipated hardware or software problems in connection with upgrades,
unavailability of vendors to replace vendors having Year 2000 difficulties,
inability of the Company to internally fabricate necessary machine parts and
unanticipated costs of Year 2000 measures.


                                       11
<PAGE>

Item 3   Quantitative and Qualitative Disclosure about Market Risk

Market Risk
The Company is exposed to various types of market risk, including changes in
interest rates. Market risk is the potential loss arising from adverse changes
in market rates and prices, such as interest rates. The Company does not enter
into derivatives or other financial instruments for trading or speculative
purposes. The Company's cash and investments exceed short and long-term debt.
Therefore, the exposure to interest rates relates primarily to its investment
portfolios. Due to the short term maturities of the Company's investments,
management believes that there is no significant risk arising from interest rate
fluctuations. The Company is actively managing the investment portfolios to
increase return on investments, but in order to ensure liquidity, only invests
in instruments with credit quality and where a secondary market exists. The
counterparties are major financial institutions and government agencies. The
Company's investment portfolios has not materially changed from March 31, 1999
to June 30,1999 in respect to the quality of financial instruments after the
payment of a special cash dividend.




                                       12
<PAGE>

PART II - OTHER INFORMATION
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY SHAREHOLDERS
---------------------------------------------------------------

On May 11, 1999 the Company held its Annual Meeting of Shareholders (the
"Meeting"). At the Meeting, the shareholders voted on the election of three
directors to serve until the 2002 Annual Meeting of Shareholders and a proposal
to ratify the appointment of KPMG LLP as the Company's independent public
accountants for 1999.

The voting results were as follows:

1.    Election of Directors:

Name of Nominee                      FOR                        WITHHELD
---------------                      ---                        --------

Jack D. Finley                       1,194,599                  328,869
Anthony P. Peri                      1,522,768                      700
William L. Rose                      1,194,599                  328,869


2.    Ratification of the appointment of KPMG LLP as the Company's independent
      public accountants for 1999:

      FOR                 AGAINST          ABSTAIN           BROKER NON-VOTES
      -----------         -------          --------          ----------------
      1,521,171            2,187            110                     0


Item 6   Exhibits and Reports on Form 8-K

(a)      Exhibits

         (27)     Financial Data Schedule






                                       13
<PAGE>




                                    SIGNATURE


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


                                          QUIPP, INC.

         Date:  August 12, 1999           By: \s\Anthony P. Peri
                                          -----------------------
                                          Anthony P. Peri
                                          President and Chief Executive Officer


                                          By:\s\Jeffrey S. Barocas
                                          ------------------------
                                          Jeffrey S. Barocas
                                          Chief Financial Officer and Treasurer







                                       14
<PAGE>




                                  EXHIBIT INDEX


EXHIBIT  DESCRIPTION
-------  -----------

27       Financial Data Schedule