SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    Form 10-Q

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

     For the quarterly period ended January 31, 2001
                                    ----------------

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

For the transition from________________ to________________

                         Commission file number 0-16158

                           TreeSource Industries, Inc.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


            Oregon                                          93-0832150
-------------------------------                  -------------------------------
(State or other jurisdiction of                  (I.R.S. Employer Identification
 incorporation or organization)                   No.)


          10260 S.W. Greenburg Road, Suite 900, Portland, Oregon 97223
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

(Registrant's telephone number, including area code)   (503) 246-3440
                                                     ------------------

         Indicate by check mark  whether the  Registrant  (1) has filed  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  outstanding of Registrant's  Common Stock, no par
value, at February 28, 2001 was 11,162,874.





                                       1
<PAGE>

                           TREESOURCE INDUSTRIES, INC.
                           ---------------------------

                                      INDEX
                                                                           Page
                                                                          Number
                                                                          ------

PART I.  FINANCIAL INFORMATION................................................3

Item 1.    Financial Statements...............................................3

Item 2.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations.............................................15

PART II. OTHER INFORMATION...................................................21

Item 1.    Legal Proceedings.................................................21

Item 3.    Defaults Upon Senior Securities...................................21

Item 6.    Exhibits and Reports on Form 8-K..................................22


























                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1.           Financial Statements
<TABLE>
<CAPTION>
                  TREESOURCE INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                    (in Thousands, Except Per-Share Amounts)
                                   (Unaudited)

                                                             THREE MONTHS ENDED        NINE MONTHS ENDED
                                                                 JANUARY 31,              JANUARY 31,
                                                           ----------------------   ----------------------
                                                              2001        2000         2001        2000
                                                           ----------  ----------   ----------  ----------
<S>                                                        <C>         <C>          <C>         <C>
NET SALES                                                  $   30,933  $   60,094   $  117,105  $  187,262

COST OF SALES                                                  31,466      58,088      118,832     171,079
                                                           ----------  ----------   ----------  ----------
GROSS PROFIT (LOSS)                                              (533)      2,006       (1,727)     16,183

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                                       2,406       2,411        7,820       8,276
REORGANIZATION CHARGES                                              6         942        1,287       1,819
IMPAIRMENT CHARGE                                               4,956          --        4,956          --
                                                           ----------  ----------   ----------  ----------
OPERATING INCOME (LOSS)                                        (7,901)     (1,347)     (15,790)      6,088

OTHER INCOME (EXPENSE)
     Interest expense                                             (27)        (93)         (84)     (1,926)
     Miscellaneous                                                116         (98)         264          21
                                                           ----------  ----------   ----------  ----------
                                                                   89        (191)         180      (1,905)
                                                           ----------  ----------   ----------  ----------
INCOME (LOSS) BEFORE INCOME TAXES                              (7,812)     (1,538)     (15,610)      4,183
PROVISIONS FOR INCOME TAXES (BENEFIT)                             750          --          750         100
                                                           ----------  ----------   ----------  ----------

NET INCOME (LOSS)                                              (8,562)     (1,538)     (16,360)      4,083
                                                           ----------  ----------   ----------  ----------
PREFERRED DIVIDENDS                                                --          --           --          --
                                                           ----------  ----------   ----------  ----------
NET INCOME (LOSS) APPLICABLE
  TO COMMON STOCKHOLDERS                                   $   (8,562) $   (1,538)  $  (16,360) $    4,083
                                                           ==========  ==========   ==========  ==========

NET INCOME (LOSS) PER COMMON SHARE
   - BASIC                                                     ($0.77)     ($0.14)      ($1.47)      $0.37
                                                              =======     =======      =======       =====

   - DILUTED                                                   ($0.77)     ($0.14)      ($1.47)      $0.37
                                                              =======     =======      =======       =====

DIFFERENCE BETWEEN ACTUAL INTEREST
     EXPENSE AND ACCRUED INTEREST                                  --          --           --         147
</TABLE>



The accompanying  notes are an integral part of these consolidated
financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>
                  TREESOURCE INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                     ASSETS
                                 (in Thousands)
                                   (Unaudited)


                                                         JANUARY 31,         APRIL 30,
                                                            2001               2000
                                                        ------------       -------------
<S>                                                     <C>                <C>
CURRENT ASSETS
   Cash and cash equivalents                            $     1,591        $      1,871
   Restricted cash                                            1,436               1,616
   Accounts receivable, net                                   5,211              12,462
   Inventories                                                8,571              15,800
   Prepaid expenses                                           3,088               2,535
   Income tax refund receivable                                  --                  86
   Assets held for sale                                       7,060               5,433
   Timber, timberlands and timber-related assets              2,235               2,196

                                                        ------------       -------------
      Total current assets                                   29,192              42,000


NOTES AND ACCOUNTS RECEIVABLE                                     3                   5

PROPERTY, PLANT AND EQUIPMENT, at cost
   Land                                                         510               1,527
   Buildings and improvements                                 4,553               8,673
   Machinery and equipment                                   26,113              47,448
                                                        ------------       -------------
                                                             31,176              57,648

      Less accumulated depreciation                          25,710              44,385
                                                        ------------       -------------
                                                              5,466              13,263
   Construction in progress                                     337                 101
                                                        ------------       -------------
                                                              5,803              13,364

DEFERRED TAX ASSET                                               --                 750
OTHER ASSETS                                                  1,706               1,244
                                                        ------------       -------------
                                                        $    36,704        $     57,363
                                                        ============       =============




The accompanying  notes are an integral part of these consolidated
financial statements.



                                       4
<PAGE>

                  TREESOURCE INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                    (in Thousands, Except Share Information)
                                   (Unaudited)



                                                         JANUARY 31,         APRIL 30,
                                                            2001               2000
                                                        ------------       -------------
CURRENT LIABILITIES
   Accounts payable                                     $     4,906        $      5,476
   Accrued expenses                                           5,654               7,902
   Timber contracts payable                                      --                 147
   Current borrowings                                            66                 499

                                                        ------------       -------------
      Total current liabilities                              10,626              14,025

LONG-TERM DEBT, less current maturities                         132                 183

LIABILITIES SUBJECT TO COMPROMISE                            49,110              49,959

COMMITMENTS AND CONTINGENCIES                                    --                  --

STOCKHOLDERS' EQUITY
  Preferred Stock, 10,000,000 shares authorized
     Series A, 270,079 shares outstanding                    20,688              20,688
     Series B, 6,111 shares outstanding                         333                 333
  Common Stock, no par value, 40,000,000 shares
     authorized,
     11,162,874 issued and outstanding                       28,761              28,761
  Additional paid-in capital                                     15                  15
  Retained deficit                                          (72,961)            (56,601)

                                                        ------------       -------------
                                                            (23,164)             (6,804)

                                                        ------------       -------------
                                                        $    36,704        $     57,363
                                                        =============      =============



The accompanying  notes are an integral part of these consolidated
financial statements.

</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>
                  TREESOURCE INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (in Thousands)
                                   (Unaudited)

                                                                  NINE MONTHS ENDED JANUARY 31,
                                                                -------------------------------
                                                                    2001                2000
                                                                ------------        -----------
<S>                                                             <C>                 <C>
CASH FROM OPERATING ACTIVITIES:
  Net income (loss)                                             $    (16,360)       $     4,083
  Adjustments to reconcile net income (loss) to
     cash provided by operating activities:
    Loss (gain) on sale of assets                                         10                147
    Depreciation, depletion and amortization                           1,753              3,242
    Deferred income tax                                                  750                 --
    Impairment loss                                                    4,956                 --
    Accounts receivable                                                7,752             (3,805)
    Inventories                                                        6,586             (8,775)
    Prepaid expenses                                                    (553)            (5,853)
    Timber, timberlands and timber-related assets - current             (177)                33
    Payables and accruals                                             (2,410)             7,219
    Reorganization payables and accruals                                (519)            (1,356)
    Income taxes                                                          86                 --
                                                                ------------        -----------
     Cash from operating activities                                    1,874             (5,065)
                                                                ------------        -----------

CASH FROM INVESTING ACTIVITIES:
  Notes and accounts receivable                                            2                 22
  Acquisition of property, plant and equipment                          (855)            (1,389)
  Proceeds from the sale of fixed assets                                 136              1,583
                                                                ------------        -----------
     Cash from investing activities                                     (717)               216
                                                                ------------        -----------

CASH FROM FINANCING ACTIVITIES:
  Proceeds (payments) from borrowings                                   (458)             6,936
  Principal payments on long-term debt                                  (763)                --
  Other assets                                                          (396)               (17)
                                                                ------------        -----------
     Cash from financing activities                                   (1,617)             6,919
                                                                ------------        -----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        (460)             2,070

CASH BALANCE AT BEGINNING OF PERIOD                                    3,487              2,131

                                                                ------------        -----------
CASH BALANCE AT END OF PERIOD                                   $      3,027        $     4,201
                                                                ============        ===========

CASH PAID DURING THE PERIOD FOR:
  Interest                                                      $         73        $       147
  Income taxes                                                  $         --        $       100

</TABLE>




The accompanying  notes are an integral part of these consolidated
financial statements.


                                       6
<PAGE>

                  TREESOURCE INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

NOTE 1 - SUMMARY OF FINANCIAL STATEMENT PREPARATION

         On September 27, 1999 the Company  filed for  voluntary  reorganization
under chapter 11 of the U.S. Bankruptcy Code (the "Code"). The Company continues
to operate its  business as a  debtor-in-possession.  As a  debtor-in-possession
under the Code, the Company is authorized to operate its business subject to the
terms of a cash collateral order, but may not engage in transactions  outside of
the ordinary course of business without Court approval.

         On  April  12,  2000  the  Company  filed  an  Amended  Joint  Plan  of
Reorganization  (the "Plan") in U.S.  Bankruptcy  Court (the  "Court")  that, if
confirmed  by the  Court,  would  result in the  cancellation  of the  Company's
current  classes of common and preferred stock and eliminate any value remaining
in these equity securities. The Company's senior secured lenders have a security
interest in  substantially  all the assets of the  Company.  Under the  proposed
Plan,  these senior  secured  lenders  would  exchange a portion of their claims
against  the  Company  for new  equity  securities  to be issued by the  Company
pursuant to the Plan.  The  proposed  Plan also sets up a defined  pool of funds
from which unsecured trade creditors would be paid. The percentage  recovery for
unsecured  trade  creditors  would depend on a number of factors,  including the
resolution  of  disputed  claims.  On May  17,  2000  the  Company  successfully
petitioned the Court to delay the Plan confirmation  hearing for 120 days due to
poor lumber market conditions.  No date has been set for a confirmation hearing.
On December 22, 2000 the Court approved an extension, through March 31, 2001, of
the period of  exclusivity  (the time in which the Company has the sole right to
present a plan of  reorganization).  The  period of  exclusivity  is  subject to
certain  actions  that  allow the  pre-petition  senior  secured  lenders to end
exclusivity from January 31, 2001 forward.  No such termination in the period of
exclusivity  has occurred.  The Company  continues to negotiate  with its senior
secured lenders and is assessing available strategic alternatives, including the
possible  sale of its  operations.  The  outcome of these  negotiations  and any
potential sale are likely to adversely impact pre-petition  unsecured creditors.
It is unlikely,  in any event,  that the Company's current classes of common and
preferred   stock  will  have  any  value  upon  conclusion  of  the  bankruptcy
proceedings.

         In the opinion of management,  the consolidated financial statements of
TreeSource  Industries,   Inc.  and  subsidiaries  presented  herein,   assuming
continued  operations  under  chapter 11,  includes all  adjustments,  which are
solely of a normal recurring nature or related to the bankruptcy,  necessary for
a fair  presentation of the financial  position,  results of operations and cash
flows for the interim periods presented. Certain reclassifications may have been
made to the prior period  results and balances to conform to the current  period
classifications.  Most  obligations  outstanding  at the time of the  chapter 11
filing  have been  reclassified  as  non-current  liabilities  under the caption
"Liabilities  Subject  to  Compromise".  No  adjustments,


                                       7
<PAGE>
other than the Court  approved  settlement in July 2000 with CIT, have been made
to reflect any  settlement  of  obligations  resulting  from the  reorganization
proceedings.

         The financial statements should be read with reference to "Management's
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations"
contained in this report, and the "Notes to Consolidated  Financial  Statements"
set forth in the  Company's  Annual Report on Form 10-K for the year ended April
30,  2000 filed with the  Securities  and  Exchange  Commission.  The results of
operations for the current interim periods are not necessarily indicative of the
results to be expected for the current year.

         Restricted  cash  represents  proceeds from the sale of certain  assets
that would normally be remitted to the secured  lenders to pay down debt. Due to
a Court order, these funds cannot be paid until approved by the Court.

         Assets  held  for sale  represents  the  fair  value of the  long-lived
assets,  less the  estimated  cost of sale,  of Burke,  Central  Point,  Midway,
Morton,  North Powder,  Pacific  Hardwoods,  Pacific Softwoods,  Philomath,  and
Sedro-Woolley. During the past quarter the Company has categorized the assets of
Central Point,  Morton,  North Powder,  and Pacific Hardwoods as impaired and is
evaluating a possible sale of its other  operations,  but no  additional  assets
have been included in the  classification of Assets held for sale as a result of
this possibility.

         Due to the  filing  for  protection  under  chapter  11,  there  exists
substantial  doubt about the Company's  ability to continue as a going  concern.
The financial  statements do not include any adjustment  related to the carrying
value of assets or  liabilities  should the  Company be unable to  continue as a
going concern.


NOTE 2 -          INVENTORIES

         Inventories  are  valued  at the  lower  of  cost  or  market.  Cost is
determined  using the average cost and first-in,  first-out  (FIFO)  methods.  A
summary of inventory by principal product classification follows (in thousands):

                                     January 31,       April 30,
                                        2001             2000
                                     ----------       -----------
         Logs                        $   4,782        $   6,571
         Lumber                          3,331            8,109
         Supplies and Other              1,018            1,120
                                     ----------       -----------
                                     $   9,131        $  15,800
                                     ==========       ===========




                                       8
<PAGE>
NOTE     3 -  STOCKHOLDERS'  EQUITY

Stockholders' equity at January 31, 2001 consists of the following:

         Series A  Preferred  Stock,  $100  per  share  liquidation  preference;
500,000 shares authorized; 270,079 shares issued and outstanding, limited voting
rights;  cumulative  dividends  payable  quarterly in advance at the prime rate,
with a minimum  rate of 6% and a maximum  rate of 9%;  convertible  into  Common
Stock at $7.50 per share  after April 30,  1999;  redeemable  at original  issue
price plus any accrued dividends at the option of the Board of Directors, in the
form of cash or in exchange for senior unsecured debt with a 12% coupon. Subject
to certain  conditions,  the  holders of the Series A  Preferred  Stock have the
right to obtain voting control of the Company's  Board of Directors in the event
the Company misses three consecutive quarterly dividend payments, four quarterly
dividend  payments  within  twenty-four  months  or a total of  eight  quarterly
dividend  payments.  As of January  31, 2001 the Company was in arrears on eight
consecutive quarterly dividend payments totaling approximately $4,541,000.

         Series B  Preferred  Stock,  $100  per  share  liquidation  preference;
500,000 shares authorized;  6,111 shares issued and outstanding;  limited voting
rights;  convertible into 212,693 shares of Common Stock; dividends payable only
if paid on the Company's  Common Stock;  redeemable at original issue price plus
accrued  dividends  at the option of the Board of  Directors  after all Series A
Preferred Stock has been redeemed.

         Series  C  Junior   Participating   Preferred  Stock,  $100  per  share
liquidation  preference;   400,000  shares  authorized;   no  shares  issued  or
outstanding;  each share has 100  votes,  voting  together  with  Common  Stock;
dividends  payable only if paid on the  Company's  Common Stock at 100 times the
Common Stock  dividend  rate.  This class of Preferred  Stock was  authorized in
connection with the  Shareholder  Rights Plan adopted by the Company on March 4,
1998.

         Common Stock, no par value;  40,000,000 shares  authorized;  11,162,874
shares issued and outstanding.  Before giving effect to any shares that might be
issued  pursuant to the management  incentive Stock Option Plan or conversion of
any Series A Preferred  Stock,  the total number of common shares would increase
to  11,375,567  shares  if the  shares  of Series B  Preferred  Stock  remaining
outstanding at January 31, 2001 were converted to Common Stock.

         If the proposed Plan is confirmed by the Court,  the Company's  current
classes of common and preferred  stock will be cancelled and any value remaining
in these equity  securities  will be eliminated.  It is unlikely,  in any event,
that the Company's  current  classes of common and preferred stock will have any
value upon conclusion of the bankruptcy proceedings.




                                       9
<PAGE>
NOTE 4 -          NET INCOME (LOSS) PER SHARE

         The  calculations  of net  income  (loss)  per share for the three- and
nine-month  periods  ended  January 31, 2001 and 2000 are  summarized  below (in
thousands, except per-share data):
<TABLE>
<CAPTION>
                                                             Three Months Ended             Nine Months Ended
                                                                January 31,                    January 31,
                                                        --------------------------      ----------------------------
                                                            2001           2000            2001             2000
                                                        -----------    -----------     -----------      -----------
<S>                                                     <C>            <C>             <C>              <C>
Net income (loss) applicable to common shareholders     $    (8,562)   $    (1,538)    $   (16,360)     $     4,083
                                                        ===========    ===========     ===========      ===========

Weighted average shares outstanding
     - Basic                                                 11,163         11,163          11,163           11,163

Additional shares assumed from:
     - Conversion of Series B Preferred Stock                  --             --              --               --
     - Exercise of stock options                               --             --              --               --
                                                        -----------    -----------     -----------      -----------

Average number of shares and equivalents outstanding
     - Diluted                                               11,163         11,163          11,163           11,163
                                                        ===========    ===========     ===========      ===========

Net income (loss) per common share
     - Basic                                            $     (0.77)   $     (0.14)    $     (1.47)     $      0.37
                                                        ===========    ===========     ===========      ===========

     - Diluted                                          $     (0.77)   $     (0.14)    $     (1.47)     $      0.37
                                                        ===========    ===========     ===========      ===========
</TABLE>

NOTE 5 -          LIABILITIES SUBJECT TO COMPROMISE

         Under the Code,  a claim is treated  as  secured  only to the extent of
such  creditor's  collateral,  and  the  balance  of the  claim  is  treated  as
unsecured.  Generally, unsecured and under-secured debt does not accrue interest
after a chapter 11  filing,  while a fully  secured  claim  continues  to accrue
interest.  Accordingly,  interest expense totaling approximately  $1,077,000 was
not accrued  during the quarter ended  January 31, 2001 as  management  believes
these debts are under-secured. See Note 6 for additional information.

         Amounts included under the caption  "Liabilities Subject to Compromise"
represent claims that are unsecured or where, in the opinion of management,  the
value of the corresponding collateral is estimated to be less than the amount of
the debt.  Included  under this caption at January 31, 2001, and April 30, 2000,
are the following (in thousands):
                                                January 31,       April 30,
                                                   2001             2000
                                           ---------------- ----------------
         Trade, interest and
           other miscellaneous claims      $       6,131    $       6,242
         Secured notes                               261              261
         Unsecured notes                           1,007            1,007
         Senior secured debt                      41,711           42,449
                                           ---------------- ----------------
                                           $      49,110    $      49,959
                                           ================ ================



                                       10
<PAGE>

         Unsecured and under-secured  claims may be liquidated and discharged at
less than their face value.  It is impossible at this time to predict the actual
amount of recovery  that each  creditor may realize,  since the valuation of the
Company's  assets and its claims  may be  subject to  adjustment  as part of the
bankruptcy proceedings.

         As a result of the chapter 11 proceedings,  TreeSource Industries, Inc.
and its subsidiaries are in default on substantially  all of their  pre-petition
debt  agreements.  Acceleration of this debt is stayed subject to the chapter 11
proceedings.  Such debt cannot be paid or  restructured  until the conclusion of
the proceedings, unless ordered by the Court.

NOTE 6 - BORROWINGS

         Long-term  borrowings  and the Line of Credit  consist of the following
(in thousands):
<TABLE>
<CAPTION>
                                                                      January 31,        April 30,
                                                                         2001              2000
                                                                     -------------     -------------
<S>                                                                  <C>               <C>
Senior secured debt, bearing interest at 10%; principal              $     41,711      $     42,449
payable in quarterly installments of $1 million beginning
March 15, 1999, and a final payment in December 2004; secured
by substantially all assets of the Company.

Secured notes, interest at 9% and 10%; payable on
various dates; secured by various assets.                                     261               261

Unsecured senior subordinated notes, net of discount of
$264 thousand at January 31, 2001 and April 30, 2000;
8% coupon, effective interest rate of 13.3%; semi-annual
interest payments due each June 30 and December 31;
principal due in full June 30, 2005.                                        1,007             1,007

Obligations under capital leases.                                             198               243
                                                                     -------------     -------------
                                                                           43,177            43,960

Less current maturities.                                                      (66)              (60)
Less liabilities subject to compromise.                                   (42,979)          (43,717)
                                                                     -------------     -------------
                                                                     $        132       $       183
                                                                     =============     =============
</TABLE>

         As  discussed  in  Note  5,   TreeSource   Industries,   Inc.  and  its
subsidiaries  are in default on  substantially  all of their  pre-petition  debt
agreements as a result of the chapter 11 filing.  Acceleration of these debts is
stayed  subject  to the  chapter  11  proceedings.  Such debt  cannot be paid or
restructured until the conclusion of the chapter 11 proceedings,  unless ordered
by the  Court.  All of the  Company's  borrowings,  with  the  exception  of any
borrowings  against the  debtor-in-possession  working capital secured revolving
line of credit (the "Line of Credit")  and certain  capital  lease  obligations,
have been reclassified as "Liabilities Subject to Compromise".



                           11
<PAGE>

         The Company  obtained a $16 million Line of Credit in October 1999 that
matures  upon the  earliest  of April 5, 2001 or the  effective  date of a final
order of  reorganization.  Borrowings  under the Line of Credit  fluctuate daily
based on cash  needs and are  subject  to  customary  covenants  and  collateral
reserves.  The  weighted  average  rate of  interest on  outstanding  short-term
borrowings  on the Line of Credit was 9%. The Line of Credit  allows the Company
to borrow  from time to time up to $14  million  (the  remaining  $2  million is
reserved  pursuant  to the  terms of the  Line of  Credit),  including  up to $5
million in letters of credit. As of January 31, 2001 there were no borrowings on
the Line of Credit and $1,650,000 in letters of credit outstanding.

         The Company may be unable to meet its  liquidity  needs if it is unable
to confirm a plan of reorganization  by, extend the maturity date of its Line of
Credit beyond, or obtain alternate  financing by, April 4, 2001. The Company has
received an offer to extend the Line of Credit and is currently  negotiating the
terms of such extension.

NOTE 7 - PROVISION  FOR INCOME  TAXES

         The income tax provision is based on the estimated effective annual tax
rate for each fiscal year.  The provision  includes  anticipated  current income
taxes payable,  the tax effect of anticipated  differences between the financial
reporting and tax basis of assets and liabilities,  and the expected utilization
of net operating loss ("NOL")  carry-forwards.  The federal and state income tax
provision consists of the following (in thousands):

                                       Nine Months Ended January 31,
                                       ----------------------------
                                           2001            2000
                                       ------------     -----------
Income (loss) before income taxes      $   (15,610)     $    4,183
                                       ============     ===========
Provision for income taxes:
   Federal                             $      750       $      100
   State                                       --               --
                                       ------------     -----------
                                       $      750       $      100
                                       ============     ===========

   Current                             $       --       $      100
   Deferred                                    750              --
                                       ------------     -----------
                                       $       750      $      100
                                       ============     ===========








                                       12
<PAGE>
         The  Company's   remaining   adjusted  NOLs  at  April  30,  2000  were
approximately  $40  million  for  federal  income tax and $28  million for state
income tax purposes. These carry-forwards expire in 2007 and 2012, respectively.
As discussed in Note 1, the Company has filed for voluntary reorganization under
chapter 11 of the Code,  which could impact the  availability  of the NOLs to be
used to offset future income. Due to the continued  operating losses incurred by
the Company,  the uncertain outcome of the Company's efforts to reorganize,  and
potentially  significant  limitations on the use of the NOLs if the Company does
reorganize, the Company has fully reserved for its available NOLs at January 31,
2001.  Management has also reduced to zero any deferred tax asset as a result of
the  continued  operating  losses.  Management  periodically  reviews  the above
factors  and  may  change  the  amount  of  valuation  allowance  as  facts  and
circumstances dictate.


NOTE 8 - COMMITMENTS AND CONTINGENCIES

         The Company is involved in certain litigation  primarily arising in the
normal  course of its  business.  The Company's  liability,  if any,  under such
pending  litigation  would be treated as part of a plan of  reorganization.  See
"Legal Proceedings".

         The  Company is subject to many  federal,  state and local  regulations
regarding  waste disposal and pollution  control at all  production  facilities.
Various  governmental  agencies have enacted,  or are  considering,  regulations
regarding  a  number  of   environmental   issues  that  may  require   material
expenditures  in the  future.  These  include  regulations  regarding  log  yard
management,  disposal of log yard  waste,  kiln  process  waste  water,  and air
emissions from hog fuel fired boilers.

         In accordance  with the Company's  accounting  practice,  environmental
liabilities are recorded when the Company's  liability is probable and the costs
are reasonably estimable. In many cases, however,  investigations are not yet at
a stage where the Company has been able to determine whether it is liable or, if
liability is probable,  to  reasonably  determine a probable  course and cost of
correction.

         Estimates  of  the   Company's   liability   are  further   subject  to
uncertainties  regarding the nature and extent of site contamination,  the range
of remediation alternatives available, evolving remediation standards, imprecise
engineering  evaluations  and estimates,  appropriate  cleanup  technology,  the
extent of corrective  actions  required,  the number and financial  condition of
other  potential   responsible   parties,   as  well  as  the  extent  of  their
responsibility   for  the  remediation.   Accordingly,   as  investigation   and
remediation  of these  sites  proceeds,  it is likely  that  adjustments  in the
Company's accruals will be necessary to reflect new information.  The amounts of
any such  adjustments  could have a  material  adverse  effect on the  Company's
results of operations in a given period,  but the amount, and the possible range
of loss in excess of the amounts accrued, are not reasonably estimable.



                                       13
<PAGE>

         Based on currently available  information,  management does not believe
that future environmental costs in excess of those accrued with respect to sites
with which the Company has been identified are likely to have a material adverse
effect on the Company's financial  condition or results of operations.  However,
the  resolution  in any  reporting  period of one or more of these matters could
have a material  adverse effect on the Company's  results of operations for that
period.  In  addition,   there  can  be  no  assurance  that  additional  future
developments,  administrative  actions or liabilities  relating to environmental
matters  will not have a  material  adverse  effect on the  Company's  financial
condition or results of operations.






































                                       14
<PAGE>
Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations

Results of Operations
---------------------

         On a quarter-to-quarter basis, the Company's financial results have and
will vary widely, due to seasonal  fluctuations and market factors affecting the
demand for logs,  lumber, and other wood products.  Therefore,  past results for
any given year or quarter are not necessarily indicative of future results.

         Lumber  market  conditions  remained  weak during the third  quarter of
fiscal 2001 due to a  continued  oversupply  of lumber  caused by a slow down in
construction activity. The average price of the industry benchmark green fir 2x4
standard and better lumber increased 1%, from $290 per unit in the quarter ended
October 31, 2000, to $294 per unit in the quarter  ended  January 31, 2001.  The
average  price of the industry  benchmark #2 fir saw log also  increased 3% from
$540 to $554 per unit during  these same  periods.  Because the  increase in log
costs exceeded the increase in lumber prices, industry margins and the Company's
gross profit declined.

         Prolonged weak lumber market conditions and uncertainty surrounding the
outcome  of  the  Company's   bankruptcy  have  caused  management  to  evaluate
substantially  all its long-lived assets for financial  impairment.  The Company
evaluates  the  recoverability  of  long-lived  assets by measuring the carrying
amount of the  assets  against  the  estimated  undiscounted  future  cash flows
associated  with them.  At the time such  evaluations  indicate  that the future
undiscounted  cash flows of long-lived  assets are not sufficient to recover the
carrying  value of such assets,  the assets are  considered  impaired and values
reduced.  The value of the assets the  Company  intends to sell are  adjusted to
reflect  management's  estimate of their fair value less the cost of sale.  Fair
value is determined  using  appraisals,  comparative  sales,  and other methods.
Based on these evaluations,  there was an additional  impairment loss recognized
in the amount of $5 million  during the quarter ended January 31, 2001,  for the
mills in: Central Point, Oregon; North Powder, Oregon; Morton, Washington; South
Bend,  Washington;  and for the previously  impaired  Pacific  Softwoods mill in
Philomath,  Oregon.  Production at Central Point,  North Powder,  and Morton was
curtailed in the second quarter and production at South Bend is currently  being
curtailed.  These four  facilities,  which  collectively  had net sales of $21.2
million  through January 31, 2001, and $75.9 million,  $66.4 million,  and $54.7
million in fiscal  years ended 2000,  1999,  and 1998,  respectively,  are being
offered for sale.

         On September 27, 1999,  the Company filed for voluntary  reorganization
under chapter 11 of the U.S. Bankruptcy Code (the "Code"). The Company continues
to operate its  business as a  debtor-in-possession.  As a  debtor-in-possession
under the Code, the Company is authorized to operate its business subject to the
terms of a cash collateral order, but may not engage in transactions  outside of
the ordinary course of business without Court approval. Interest expense for the
quarter was approximately $1,077,000 lower than it otherwise would have been due
to the filing


                                       15
<PAGE>
for  reorganization.  During the  reorganization  period, the Company is allowed
relief  from  payment of  interest  charges  on all  pre-petition  debt,  but is
required  to accrue  interest  expense  on claims  that are,  in the  opinion of
management, fully secured. No interest expense has been recorded since September
27, 1999 on the Company's senior secured debt or unsecured  senior  subordinated
notes because management believes these claims are under-secured. (See "Defaults
Upon Senior Securities").  The Company filed for reorganization in response to a
protracted  period of weak lumber markets combined with the Company's high level
of debt and substantial preferred stock dividend obligations. The cash generated
by operations  was not  sufficient to enable the Company to pay its  commitments
and continue operating.

         On  April  12,  2000  the  Company  filed  an  Amended  Joint  Plan  of
Reorganization  (the  "Plan") in U.S.  Bankruptcy  Court (the  "Court")  that if
confirmed  by the  Court,  would  result in the  cancellation  of the  Company's
current  classes of common and preferred stock and eliminate any value remaining
in these equity securities. The Company's senior secured lenders have a security
interest in  substantially  all the assets of the  Company.  Under the  proposed
Plan,  these senior  secured  lenders  would  exchange a portion of their claims
against  the  Company  for new  equity  securities  to be issued by the  Company
pursuant to the Plan.  The  proposed  Plan also sets up a defined  pool of funds
from which unsecured trade creditors would be paid. The percentage  recovery for
unsecured  trade  creditors  would depend on a number of issues,  including  the
resolution of disputed claims.

         On May 17, 2000 the Company successfully  petitioned the Court to delay
the Plan confirmation hearing for 120 days due to poor lumber market conditions.
No hearing  date for a  confirmation  hearing has been set. On December 22, 2000
the Court  approved  an  extension,  through  March 31,  2001,  of the period of
exclusivity  (the time in which the Company has the sole right to present a plan
of reorganization). The period of exclusivity is subject to certain actions that
allow the  pre-petition  senior secured lenders to end exclusivity  from January
31, 2001 forward. No such termination in the period of exclusivity has occurred.
The  Company is  currently  negotiating  with its  senior  secured  lenders  and
evaluating a potential sale of its operations. The outcome of these negotiations
and any potential  sale are likely to adversely  impact  pre-petition  unsecured
creditors.  It is unlikely,  in any event, that the Company's current classes of
common and preferred stock will have any value upon conclusion of the bankruptcy
proceedings.

         Because  of the  Company's  request  to  extend  the Plan  confirmation
hearing,  administrative costs in connection with the reorganization proceedings
dropped  substantially  below expected levels.  Since these charges are remitted
directly to the Court and are paid by the Company  every four months upon notice
from the Court,  management  over  accrued for these  expenses  in the  previous
quarter.  As a result,  although the actual amount paid during the quarter ended
January 31, 2001,  was $519,000,  the expenses  that appear on the  Consolidated
Statement of Operations associated with the reorganization totaled only $6,000.

         As of  January  31,  2001,  $500,000  of  restricted  cash is held in a
certificate  of deposit with a 60-day  maturity  from the date of purchase.  The
remaining  balance is held as cash on deposit in a money  market  account at the
Company's financial


                                       16
<PAGE>
institution.  Restricted  cash is stated at cost plus  accrued  interest,  which
approximates  market  value.  The  Company's  practice  is to  invest  cash with
financial  institutions  that meet certain  minimum  capital  surplus and credit
rating requirements. Receipts from sales of the assets classified as Assets held
for sale on the balance sheet will be held as  "restricted  cash" until either a
plan of  reorganization  is confirmed or until their  disbursement is ordered by
the Court.

         The following  table sets forth the percentages  that certain  expenses
bear to net sales, and the period-to-period percentage change for each item:
<TABLE>
<CAPTION>
                                          INCOME AND EXPENSE ITEMS AS                       PERCENTAGE
                                             A PERCENT OF NET SALES                    INCREASE (DECREASE)
                                   -------------------------------------------    -------------------------------
                                                                                  Three Months    Nine Months
                                    Three Months Ended    Nine Months Ended           Ended          Ended
                                       January 31,           January 31,             1/31/01        1/31/01
                                   --------------------- ---------------------         To              To
                                      2001       2000       2001       2000          1/31/00        1/31/00
                                   --------   --------   --------   --------         ---------     ---------
<S>                                  <C>        <C>        <C>        <C>             <C>           <C>
Net sales                            100.0 %    100.0 %    100.0 %    100.0 %         (48.5) %      (37.5) %
Cost of sales                        101.7       96.7      101.5       91.4           (45.8)        (30.5)
                                   --------   --------   --------   --------         ---------     ---------
Gross Profit (Loss)                   (1.7)       3.3      (1.5)        8.6              NM            NM

 Selling, general and
    Administrative expense             7.8        4.0        6.7        4.4            (0.2)         (5.5)
Reorganization charges                 0.0        1.6        1.1        1.0           (99.4)        (29.2)
Impairment charges                    16.0        0.0        4.2        0.0              NM            NM
                                   --------   --------   --------   --------         ---------     ---------
  Operating income (loss)            (25.5)      (2.2)     (13.5)       3.3           486.6            NM

Interest expense                      (0.1)      (0.2)      (0.1)      (1.0)          (71.0)        (95.6)
Miscellaneous                          0.4       (0.2)       0.2        0.0              NM        1157.1
                                   --------   --------   --------   --------         ---------     ---------
Income (loss) before income taxes    (25.3)      (2.6)     (13.3)       2.2           407.9            NM

Provision for income taxes
(benefit)                              0.0        0.2        0.0        0.1              NM          650.0
                                   --------   --------   --------   --------         ---------     ---------

Net income (loss)                    (27.7) %    (2.6) %   (14.0) %     2.2 %         456.7 %          NM %
                                   ========   ========   ========   ========         =========     =========
</TABLE>
NM - Not Meaningful
Note - percentages may not add due to rounding.

Comparison  of Three  Months  Ended  January 31, 2001 and 2000
--------------------------------------------------------------

         Net sales for the three months ended January 31, 2001  decreased  $29.1
million  (49%),  as compared to the three  months ended  January 31, 2000.  This
decrease was  principally  caused by a 44% decrease in lumber sales volume and a
9% decrease in the  weighted  average net lumber  sales  price.  The decrease in
lumber  sales  volume was largely  the result of  curtailing  production  at the
Central Point, Morton, and North Powder facilities during the quarter.

         Gross profit for the quarter  ended  January 31, 2001 was (1.7)% of net
sales,  compared to 3.3% of net sales for the quarter  ended  January 31,  2000.
Unit manufacturing costs in the three months ended January 31, 2001 increased 2%
as  compared  to the three  months  ended  January 31,  2000,  primarily  due to
market-related production curtailments.

                                       17
<PAGE>
         Selling,  general and  administrative  expenses  for the quarter  ended
January 31, 2001  decreased by 0.2% as compared to the quarter ended January 31,
2000,  excluding  reorganization and impairment charges.  This decrease resulted
from the production curtailments at certain facilities.

         Reorganization  charges  for the  quarter  ended  January  31, 2001 are
comprised primarily of fees for professional services related to the bankruptcy.

         Because  of  the  changes  in the  lumber  market  and in the  economy,
management  evaluated  substantially  all its  long-lived  assets for  financial
impairment. Based on these evaluations,  there was an additional impairment loss
recognized  in the amount of $5 million  during the  quarter  ended  January 31,
2001.

         As of January 31, 2001,  the Company had  available  an  estimated  $57
million in federal net operating  losses  ("NOLs") and $45 million in state NOLs
to offset future taxable income. Due to the bankruptcy, substantial doubt exists
regarding  the Company's  ability to fully utilize these NOLs. As a result,  the
Company  fully  reserved  for the NOLs  generated  during the three months ended
January 31, 2001 and 2000. The Company's  deferred tax asset was also reduced to
zero as a result of the continued  operating  losses.  The Company  periodically
reviews the above  factors and may change the amount of  valuation  allowance as
facts and circumstances dictate.

Comparison of Nine Months Ended January 31, 2001 and 2000
---------------------------------------------------------

         Net sales for the nine months  ended  January 31,  2001  decreased  $70
million  (38%),  as compared to the nine months  ended  January 31,  2000.  This
decrease was  principally  caused by a 31% decrease in lumber sales volume and a
9% decrease in the  weighted  average net lumber  sales  price.  The decrease in
lumber sales volume resulted primarily from curtailing  production at the Burke,
Central Point, Morton, and North Powder facilities.

         Gross profit for the nine months  ended  January 31, 2001 was (1.5%) of
net sales,  compared to 8.6% of net sales for the nine months ended  January 31,
2000.  Unit  manufacturing  costs for the nine  months  ended  January  31, 2001
increased  2% as compared to the nine months ended  January 31, 2000,  primarily
due to market-related production curtailments.

         Selling,  general and administrative expenses for the nine months ended
January 31, 2001  decreased by 5.5% as compared to the nine months ended January
31, 2000, excluding reorganization charges and impairment charges. This decrease
resulted primarily from the curtailment and closure of certain facilities.

         Reorganization  charges for the nine months ended  January 31, 2001 are
comprised primarily of fees for professional services related to the bankruptcy.



                                       18
<PAGE>
         Because of changes in the lumber market and general economy, management
evaluated  substantially  all its  long-lived  assets for financial  impairment.
Based on these evaluations,  there was an additional  impairment loss recognized
in the amount of $5 million during the nine months ended January 31, 2001.

         As of January  31,  2001 the Company had  available  an  estimated  $57
million in federal NOLs and $45 million in state NOLs to offset  future  taxable
income. Due to the bankruptcy,  substantial doubt exists regarding the Company's
ability to fully utilize these NOLs. As a result, the Company fully reserved for
the NOLs  generated  during the nine months ended January 31, 2001 and 2000. The
Company's  deferred  tax  asset  was also  reduced  to zero as a  result  of the
continued operating losses. The Company  periodically  reviews the above factors
and may change  the amount of  valuation  allowance  as facts and  circumstances
dictate.

Liquidity and Capital Resources
-------------------------------

         Cash and cash  equivalents  decreased  by  approximately  $4.0  million
during the three months ended January 31, 2001 to $1.6 million,  excluding  $1.4
million in  restricted  cash.  The  decrease  in cash  resulted  primarily  from
continued  operating  losses, a $1.5 million increase in inventories and prepaid
assets related to the build up of inventories in the operating  facilities  from
seasonally low levels,  and a $2 million  decrease in trade payables and accrued
liabilities offset by a $1.7 million decrease in accounts receivable  associated
with the curtailment of operations at certain mills.

         For the nine months  ended  January 31,  2001,  the Company  spent $0.4
million for capital improvements to its facilities.  The Company had no material
commitments for capital spending at January 31, 2001.

         The Company is currently  operating as a  debtor-in-possession  under a
cash collateral order approved by the Court, pursuant to a number of conditions.
The cash  collateral  order allows the Company to use funds from  operations and
its $16 million  debtor-in-possession  working capital secured revolving line of
credit (the "Line of Credit") for normal operating purposes. The cash collateral
order also grants a security interest in substantially all assets of the Company
to  the   pre-petition   senior  secured  lenders  and   post-petition   secured
debtor-in-possession  lenders.  The current cash collateral  order expires March
31,  2001.  If the  Company is unable to obtain a new cash  collateral  order by
April 1, 2001,  the  Company  may not be able to meet its short  term  liquidity
needs.  The Company's  pre-petition  senior  secured  creditors have in the past
agreed to such a new cash collateral order during these bankruptcy  proceedings.
However,  there is no guarantee the pre-petition secured creditors will agree to
a new cash collateral order.

         The  Company  historically  has  not had a line of  credit  or  working
capital financing available to it, and,  therefore,  has relied on cash provided
by its  operations  to fund its working  capital  needs.  In October of 1999, in
connection with filing for voluntary  reorganization,  the Company  obtained the
Line of  Credit,  which  will  mature  upon the  earlier of April 4, 2001 or the
effective  date of a final order of  reorganization,  to provide for  day-to-day
liquidity  and seasonal log  inventory  increases.  As of


                                       19
<PAGE>
January 31, 2001 there were no borrowings  on the Line of Credit and  $1,650,000
in  letters  of  credit  outstanding.  The  Company  may be  unable  to meet its
liquidity needs if it is unable to confirm a plan of  reorganization  by, extend
the maturity date of its Line of Credit beyond,  or obtain  alternate  financing
by,  April 4, 2001.  The  Company  has  received  an offer to extend the Line of
Credit, and is currently negotiating the terms of such extension.


         The Company does not invest in market risk sensitive instruments.


Factors Affecting  Forward-Looking Statements
---------------------------------------------

         The  statements  contained  in this report that are not  statements  of
historical  fact may include  forward-looking  statements (as defined in Section
27A of the  Securities  Act of 1933,  as amended) that involve a number of risks
and  uncertainties.  Moreover,  from time to time the  Company  may issue  other
forward-looking  statements.  The  following  factors are among the factors that
could  cause  actual  results  to  differ  materially  from the  forward-looking
statements   and  should  be  considered  in  evaluating   any   forward-looking
statements:  the  uncertain  outcome of the Company's  chapter 11 filing;  court
approval  of a new cash  collateral  order;  renewal  and  court  approval  of a
revolving  line of credit;  adverse  operating  conditions;  the  ability of the
Company to obtain  buyers of its assets and factors  affecting the valuation of,
and  market  for,   those  assets;   the  approval  of  the  Company's  plan  of
reorganization;   fluctuations  in  quarterly  results;  availability  of  logs;
technological  change;  manufacturing  risks;  federal  and  state  regulations;
ability to utilize the NOLs; and the additional factors listed from time to time
in the  Company's  SEC  reports,  including,  but not limited to, the  Company's
annual report on Form 10-K for the year ended April 30, 2000.

























                                       20
<PAGE>
                           PART II. OTHER INFORMATION

Item 1.           Legal Proceedings

         On September 27, 1999,  TreeSource  Industries,  Inc. and a majority of
its subsidiaries filed a voluntary petition for reorganization  under chapter 11
of the U.S.  Bankruptcy  Code. The  proceeding was filed in the U.S.  Bankruptcy
Court for the  Western  District  of  Washington  in  Seattle  (the  "Bankruptcy
Court"). The jointly administered proceeding is titled:  "TreeSource Industries,
Inc., et al.", Case Numbers 99-10932, 99-10937 through 99-10961.

         The Company and its Trask River Lumber subsidiary were named defendants
in a claim for wages and penalties filed in U.S. District Court for the District
of Oregon on February 17, 1999 (Allen, Blount, et al., vs. WTD Industries, Inc.,
Trask  River  Lumber and Bruce L.  Engel).  Although  the case was stayed by the
Company's  chapter 11 filing,  the plaintiffs  filed a class Proof of Claim. The
Court has agreed to certify a class and the parties  have agreed to a settlement
of the class  member's wage claims.  The Court has allowed  claims for penalties
and attorney fees.  Those claims allowed will be treated in accordance  with the
terms of the Company's chapter 11 plan of reorganization.

         The  Company  and  its  Central  Point  Lumber  subsidiary  were  named
defendants  in a claim for damages filed in Circuit Court of the State of Oregon
for  Jackson  County on August  27,  1999.  The  plaintiff  alleges  retaliatory
wrongful  discharge  and  loss  of  wages  as a  result  of  filing  a  worker's
compensation  claim.  (Donald D. Leiter II vs. TreeSource  Industries,  Inc. and
Central  Point  Lumber).  This action is currently  stayed due to the  Company's
chapter 11 filing.

Item 3.           Defaults Upon Senior Securities

           Due to the  Company's  inability  to meet  certain  of its  financial
covenants  and its filing for  reorganization,  the Company is not in compliance
with its  obligations  under its senior secured debt agreement and ceased making
interest and  principal  payments on its senior  secured debt in March 1999.  On
September 27, 1999 the Company filed for voluntary  reorganization under chapter
11 of the  U.S.  Bankruptcy  Code in the  U.S.  District  Court  of the  Western
District of  Washington:  In re  TreeSource  Industries,  Inc., et al (Case Nos.
99-10932 and 99-10937  through  99-10961).  As of February 28, 2001, the Company
has not paid nine consecutive  quarterly dividend payments due to holders of its
Series A Preferred Stock, totaling approximately $5,115,000 and is in arrears on
payment of  approximately  $8,770,000  in interest on its senior  secured  debt.
Additionally,  the Company is in arrears on payment of approximately $203,000 in
interest  to  non-affiliated  parties  on its 8%  unsecured  senior  notes as of
February  28, 2001.  During the  reorganization  period,  the Company is allowed
relief from payment of interest  charges on all  pre-petition  debt. No interest
expense has been recorded since  September 27, 1999 on the  pre-petition  senior
secured debt or unsecured senior  subordinated debt, because management believes
the claims of these debt holders are under-secured.


                                       21
<PAGE>
Item 6.           Exhibits and Reports on Form 8-K

         (a)  Exhibits

              The Index to Exhibits is located on page 24.

         (b)  Reports on Form 8-K

              No reports on Form 8-K were filed during the quarter ended January
              31, 2001.


































                                       22
<PAGE>

                                   SIGNATURES

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






                                        TreeSource Industries, Inc.
                                        -----------------------------------
                                        (Registrant)

                                        /s/ Jess R. Drake
                                        -----------------------------------
                                        Jess R. Drake
                                        President, Chief Executive Officer
                                        and Director

                                        /s/ Robert W. Lockwood
                                        -----------------------------------
                                        Robert W. Lockwood
                                        Vice President - Finance and Chief
                                        Financial Officer







March 14, 2001









                                       23
<PAGE>

                           TreeSource Industries, Inc.

                                Index to Exhibits


                                                                     Sequential
                                                                        Number
                                                                        System
                                                                          Page
                                                                         Number


3.1     Fourth Restated Articles of Incorporation of Registrant
        adopted effective November 27, 1992, as amended(1)

3.2     Second Restated Bylaws of the Registrant adopted effective
        November 27, 1992(2)






















(1)      Incorporated by reference to the exhibit of like number to the
         Registrant's quarterly report on Form 10-Q for the quarter ended
         October 31, 1998.

(2)      Incorporated by reference to the exhibit of like number to the
         Registrant's annual report on Form 10-K for the year ended April 30,
         1993.





                                       24