UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549

                                 FORM 10-Q

      (Mark One)
(X)   Quarterly Report Under Section 13 or 15(D) of The Securities Exchange
      Act of 1934
      For Quarter Ended March 31, 2003

                       OR

( )   Transition Report Pursuant to Section 13 or 15(d) of The  Securities
      Exchange Act of 1934


                       Commission File Number 0-275


                              Allen Organ Company
          (Exact name of registrant as specified in its charter)



     Pennsylvania                       23-1263194
  (State of Incorporation)      (I.R.S. Employer Identification No.)



  150 Locust Street, P. O. Box 36, Macungie, Pennsylvania      18062-0036
  (Address of principal executive offices)                     (Zip Code)



Registrant's telephone number, including area code           610-966-2200


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 ______

Indicate by check mark whether the registrant is an accelerated filer as
defined in Rule 12b-2 of the Exchange Act.
                          Yes _____     No   X

Number of shares outstanding of each of the issuer's classes of common
stock, as of May 8, 2003:

                    Class A - Voting          83,864 shares
                    Class B - Non-voting   1,072,696 shares
<PAGE>
                            ALLEN ORGAN COMPANY

                                   INDEX

Part I  Financial Information

   Item 1.Financial Statements
          Consolidated Condensed Statements of Income for the three months
          ended March 31, 2003 and 2002

          Consolidated Condensed Balance Sheets at March 31, 2003 and
          December 31, 2002

          Consolidated Condensed Statements of Cash Flows for the three
          months ended March 31, 2003 and 2002

          Notes to Consolidated Condensed Financial Statements

   Item 2.Management's Discussion and Analysis of Financial Condition and
          Results of Operations
   Item 3.Quantitative and Qualitative Disclosures About Market Risk.
   Item 4.Controls and Procedures

Part II    Other Information
   Item 6.Exhibits and Reports on Form 8-K

   Signatures
   Certifications
   Exhibits
<PAGE>

PART I  FINANCIAL INFORMATION
   ITEM 1.FINANCIAL STATEMENTS

                   ALLEN ORGAN COMPANY AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                (Unaudited)


                                                Three Months Ended March 31,
                                                    2003           2002

         Net Sales                               $13,874,464    $15,977,488

         Costs and Expenses
           Costs of sales                          8,599,510      9,349,060
           Selling, general and administrative     3,467,966      3,509,633
           Research and development                1,930,495      1,967,117
            Total costs and expenses              13,997,971     14,825,810

         (Loss) Income from Operations              (123,507)     1,151,678

         Interest and Other Income                   103,699        141,861

         (Loss) Income Before Taxes                  (19,808)     1,293,539

         Income Taxes                                    --         362,000

         Net (Loss) Income                       $   (19,808)   $   931,539

         Basic and Diluted (Loss)
           Earnings Per Share                         $(0.02)         $0.80

         Weighted Average Shares Used in
           Per Share Calculation                   1,170,160      1,170,321

         Dividends Per Share - Cash                    $0.14          $0.14

         Total Comprehensive (Loss) Income       $   (22,322)   $   922,233




                          See accompanying notes.
<PAGE>
                   ALLEN ORGAN COMPANY AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED BALANCE SHEETS

                                                     March 31,     Dec 31,
                     ASSETS                            2003         2002
                                                    (Unaudited)   (Audited)
Current Assets
  Cash                                             $ 4,431,785   $ 4,515,189
  Investments Including Accrued Interest            17,234,514    17,176,750
  Accounts Receivable, net of reserves of
   $558,753 and $502,209, respectively               8,192,349    12,184,564
  Inventories:
     Raw Materials                                   5,143,849     5,451,664
     Work in Process                                 5,629,460     5,707,215
     Finished Goods                                  5,183,024     5,064,803
      Total Inventories                             15,956,333    16,223,682
  Prepaid Income Taxes                                   --          161,071
  Prepaid Expenses                                     644,237       318,943
  Deferred Income Taxes                              1,993,777     1,992,694
     Total Current Assets                           48,452,995    52,572,893
Property, Plant and Equipment                       27,504,001    27,328,631
  Less Accumulated Depreciation                    (16,903,968)  (16,471,137)
     Net Property, Plant and Equipment              10,600,033    10,857,494
Other Assets
  Note Receivable from Related Party                 2,397,291     2,397,291
  Cash Value of Life Insurance                       2,273,163     2,273,163
  Deferred Income Taxes                              3,422,448     3,422,448
  Intangible Assets, net                             1,543,307     1,628,964
  Goodwill, net                                        194,523       194,523
  Other Assets                                          15,000        16,092
     Total Other Assets                              9,845,732     9,932,481
     Total Assets                                  $68,898,760   $73,362,868

          LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities
  Accounts Payable                                 $ 1,324,373   $ 5,688,967
  Accrued Income Taxes                                  33,175        --
  Other Accrued Expenses                             2,621,523     2,638,258
  Customer Deposits                                  2,435,092     2,693,980
     Total Current Liabilities                       6,414,163    11,021,205
Noncurrent Liabilities
  Deferred and Other Noncurrent Liabilities          1,107,850     1,028,785
  Accrued Pension Costs                              5,256,545     5,006,546
     Total Noncurrent Liabilities                    6,364,395     6,035,331
     Total Liabilities                              12,778,558    17,056,536

STOCKHOLDERS' EQUITY
  Common Stock   2003              2002
     Class A   127,232 shares;   127,232 shares        127,232       127,232
     Class B 1,410,761 shares; 1,410,761 shares      1,410,761     1,410,761
  Capital in Excess of Par Value                    12,961,610    12,961,610
  Retained Earnings
     Balance, Beginning                             57,267,763    55,237,713
     Net (Loss) Income                                 (19,808)    2,685,357
     Dividends - Cash 2003 and 2002                   (163,808)     (655,307)
     Balance, End                                   57,084,147    57,267,763
  Accumulated Other Comprehensive Loss              (3,462,977)   (3,460,463)
                                                    68,120,773    68,306,903
  Treasury Stock
     2003-43,368 Class A shares;
          324,565 Class B shares                   (12,000,571)        --
     2002-43,368 Class A shares;
          324,565 Class B shares                         --      (12,000,571)
     Total Stockholders' Equity                     56,120,202    56,306,332
     Total Liabilities and Stockholders' Equity    $68,898,760   $73,362,868

                          See accompanying notes.
<PAGE>
                   ALLEN ORGAN COMPANY AND SUBSIDIARIES
              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                (Unaudited)


                                              Three Months Ended March 31,
                                                    2003          2002
  CASH FLOWS FROM OPERATING ACTIVITIES
   Net(loss) income                             $  (19,808)     $ 931,539
   Adjustments to reconcile net (loss) income
   to net cash provided by operating activities
     Depreciation and amortization                 606,069        715,946
     Deferred income taxes                          (1,083)           684
   Change in assets and liabilities
     Accounts receivable                         3,992,215      1,095,189
     Inventories                                   267,349       (532,806)
     Prepaid income taxes                          161,071        246,820
     Prepaid expenses                             (325,294)      (206,518)
     Other assets                                    1,092           --
     Accounts payable                           (4,364,594)      (155,324)
     Accrued income taxes                           33,175           --
     Other accrued expenses                        (16,735)       230,918
     Customer deposits                            (258,888)      (107,452)
     Accrued pension costs                         249,999       (120,043)
     Deferred and other noncurrent liabilities      79,065         80,254
       Net Cash Provided by Operating Activities   403,633      2,179,207

  CASH FLOW FROM INVESTING ACTIVITIES
     Increase in note receivable                      --         (400,184)
     Net additions to plant and equipment         (189,545)      (281,168)
     Additions to goodwill and intangible assets  (194,656)        (2,780)
     Net purchase of short term investments        (60,278)       (96,624)
       Net Cash Used In Investing Activities      (444,479)      (780,756)

  CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from exercise of subsidiary
      stock options                                121,250          2,040
     Dividends paid in cash                       (163,808)      (163,845)
       Net Cash Used In Financing Activities       (42,558)      (161,805)

  NET (DECREASE) INCREASE IN CASH                  (83,404)     1,236,646

  CASH, BEGINNING                                4,515,189      4,449,998

  CASH, ENDING                                  $4,431,785     $5,686,644

            SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
  Cash paid (refunded) for:
     Income Taxes                               $ (194,246)    $  115,180

                          See accompanying notes.
<PAGE>
                   ALLEN ORGAN COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1. Interim Financial Statements
   In  the opinion of management, the information contained herein reflects
   all  adjustments  necessary to present fairly  the  Company's  financial
   position,  results of operations and cash flows.  All  such  adjustments
   are  of  a normal recurring nature.  The results of operations  for  the
   interim  periods shown in this report are not necessarily indicative  of
   results to be expected for the fiscal year.
   Certain notes and other information have been condensed or omitted  from
   the  interim financial statements presented in the Quarterly  Report  on
   Form  10-Q.   Therefore, these financial statements should  be  read  in
   conjunction with the Company's 2002 Annual Report on Form 10-K.

2. Stock-Based Compensation
   The  Company accounts for its stock-based compensation plans  using  the
   accounting  prescribed by Accounting Principles Board  Opinion  No.  25,
   Accounting  for  Stock Issued to Employees.  Since the  Company  is  not
   required   to   adopt  the  fair  value  based  recognition   provisions
   prescribed  under Statement of Financial Accounting Standards  No.  123,
   as  amended by SFAS No. 148, Accounting for Stock-Based Compensation, it
   has  elected only to comply with the disclosure requirements  set  forth
   in the Statements.
   Had  compensation  cost  been determined on  the  basis  of  fair  value
   pursuant to SFAS No. 123, as amended by SFAS No. 148, net (loss)  income
   and earnings per share would have been decreased as follows:
                                                 Three Months Ended March 31,
                                                     2003          2002
         Net (loss) income
           As reported                             $(19,808)    $ 931,539
           Total stock-based employee
           compensation benefit (expense) determined
           under fair value based method for all
           awards, net of related tax effects        11,790       (17,344)
             Pro forma                              $(8,018)    $ 914,195

         (Loss) Earnings per share
           As reported                             $  (0.02)    $    0.80
           Pro forma                               $  (0.01)    $    0.78

        The  fair  value of each option granted is estimated on  the  grant
     date  using  the  Black-Scholes option pricing model.   The  following
     assumptions were made in estimating the fair value of options  granted
     under the Allen Organ Company stock option plan:

          Assumptions
           Dividend yield                   1.40%
           Risk-free interest rate          2.50%
           Expected life                  7 years
           Expected volatility                10%

3. Warranty Costs
   The  Company  provides  a  warranty covering manufacturing  defects  for
   certain  of  its  products for varying lengths of time.   The  Company's
   policy is to accrue the estimated cost of warranty coverage at the  time
   the  sale is recorded.  The activity in the warranty accrual during  the
   three months ended March 31, 2003 is summarized as follows:

       Accrual at January 1, 2003                   $ 300,000
       Additions charged to  warranty expense          30,443
       Claims paid and charged against the accrual    (15,443)
       Accrual at March 31, 2003                    $ 315,000

4. Earnings Per Share
   Outstanding  stock options were not included in computing  earnings  per
   share  because  their effect was antidilutive as the exercise  price  of
   the  options  was  above  the average trading price  of  the  underlying
   stock.   Options excluded were 12,000 for the three months  ended  March
   31, 2003 at a weighted average exercise price of $39.00 per share.

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

Liquidity and Capital Resources:
    Cash  flows from operating activities decreased during the three  month
period ended March 31, 2003, primarily due to lower operating income in the
Musical  Instruments  and Data Communications segments.   Cash  flows  from
operating  activities during the three months ended  March  31,  2002  also
included   a  decrease  in  accounts  receivable  primarily  in  the   Data
Communications segment.

Sales and Operating Income

                                         Three Months Ended March 31,
                                              2003           2002

    Net Sales to Unaffiliated Customers
        Musical Instruments                $ 5,370,725    $ 6,306,201
        Data Communications                  7,331,983      8,666,294
        Electronic Assemblies                  776,393        585,855
        Audio Equipment                        395,363        419,138
          Total                            $13,874,464    $15,977,488

    Intersegment Sales
        Musical Instruments                $   159,311    $    72,409
        Data Communications                       --             --
        Electronic Assemblies                     --           75,861
        Audio Equipment                         12,051         42,397
          Total                            $   171,362    $   190,667

   (Loss) Income from Operations
        Musical Instruments                $   (91,089)   $   823,910
        Data Communications                    251,696        699,852
        Electronic Assemblies                 (235,010)      (237,802)
        Audio Equipment                        (49,104)      (134,282)
          Total                            $  (123,507)   $ 1,151,678


Musical Instruments Segment
    Sales decreased $935,476 in the first quarter of 2003 when compared  to
the  same  period  in  2002  due to lower order  volume,  which  management
believes  is  attributable  to the overall economic  slowdown.   The  first
quarter  of 2002 sales were also higher due to the shipment of organs  from
the order backlog which was higher at the beginning of 2002.
   Gross profit margins decreased to 22.4% of sales in the first quarter of
2003 from 32.8% in the same period in 2002.  This decrease is due to higher
operating  costs including employee pension expense and lower sales  volume
over which to absorb fixed costs.
     Selling,   general  and  administrative  expenses  and  research   and
development  expenditures increased slightly during the three months  ended
March 31, 2003 when compared to the same period in 2002.

Data Communications Segment
    This  segment's sales in the first quarter of 2003 decreased $1,334,311
when compared to the same period in 2002.  This decrease is attributable to
the  continued economic weakness in the data communications market and  the
timing of completing sales with larger customers.
    Gross  profit margins in the first quarter of 2003 increased  to  54.9%
compared to 52.6% in the same period of 2002 due to changes in product mix.
    Sales and marketing and general and administrative expenditures in  the
first quarter of 2003 were approximately equal to the same period in 2002.
    Research and development expenses decreased approximately $131,000 (8%)
in the first quarter of 2003 when compared to the same period in 2002.  The
2002  expenses  included product development costs related to  the  DNX-1u,
which was introduced in mid-2002.
     Future   sales   visibility  remains  limited  throughout   the   data
communications  market that ERI serves with many companies  that  buy  Data
Communications  equipment  continuing to lower  their  capital  expenditure
spending   for  such  equipment.   These  factors,  along  with   continued
uncertainty  in  completing  sales to larger accounts,  create  significant
uncertainty of operating results in future quarters.

Electronic Assemblies Segment
    Sales for the first quarter of 2003 increased $190,538 when compared to
the  same  period  in  2002  from higher order volume  from  the  Company's
contract  manufacturing customers.  This segment is focused on diversifying
its  customer base and though this market is very competitive it  has  been
successful in obtaining new customers.  The potential sales significance of
these new accounts cannot be determined at this time.
   The gross profit margin was a loss of approximately $(148,006) (19%) and
$(154,000)  (27%)  in  the  first quarter of 2003 and  2002,  respectively.
Selling,  general  and  administrative  expenses  increased  slightly  when
compared to the same period in 2002.

Audio Equipment Segment
    Sales for the first quarter of 2003 decreased slightly when compared to
the  same  period  in 2002.  Legacy Audio remains focused on  developing  a
quality  independent  dealer network of high end  audio  video  stores  and
custom  installers.  While the Company has succeeded in  adding  additional
distribution, sales from these channels have not yet completely offset  the
sales that previously came from Legacy's direct marketing program.
    Gross profit margins in the first quarter of 2003 increased to 39.2% as
compared  to  28.7%  for the same period in 2002, primarily  due  to  lower
operating  costs related to the closure of the Springfield,  IL  plant  and
consolidation of all production into the Macungie, PA plant.
    Selling,  general and administrative costs for the period decreased  in
the first quarter of 2003 when compared to the same period in 2002.

Other Income and Expense
    Investment income for the three months ended March 31, 2003  was  lower
than  the  same  period in 2002 due to lower rates of return  available  on
invested funds.

Income Taxes
    The tax provision for the three months ended March 31, 2003 is based on
the  estimated  effective tax rate for the year, which  is  less  than  the
statutory rate due to tax credits and exempt income.

Factors that May Affect Operating Results
   The statements contained in this report on Form 10-Q that are not purely
historical are forward looking statements within the meaning of Section 27A
of  the  Securities Act of 1933 and Section 21E of the Securities  Exchange
Act  of  1934,  including statements regarding the Company's  expectations,
hopes,  intentions  or  strategies regarding the future.   Forward  looking
statements  include:  statements  regarding  future  products  or   product
development; statements regarding future research and development  spending
and  the  Company's marketing and product development strategy,  statements
regarding  future  production  capacity.  All  forward  looking  statements
included in this document are based on information available to the Company
on  the  date hereof, and the Company assumes no obligation to  update  any
such  forward looking statements.  Readers are cautioned not to place undue
reliance  on  these forward looking statements, which reflect  management's
opinions  only as of the date hereof.  Readers should carefully review  the
risk  factors described in other documents the Company files from  time  to
time  with  the  Securities and Exchange Commission, including  the  Annual
Report  on  Form  10-K.  It is important to note that the Company's  actual
results  could  differ  materially  from  those  in  such  forward  looking
statements.  Some of the factors that could cause actual results to  differ
materially are set forth below.
   The  Company  has  experienced and expects  to  continue  to  experience
fluctuations  in  its  results  of operations.   Factors  that  affect  the
Company's  results of operations include the volume and  timing  of  orders
received, changes in global economics and financial markets, changes in the
mix of products sold, market acceptance of the Company's and its customer's
products,  competitive pricing pressures, global currency  valuations,  the
availability  of  electronic  components that the  Company  purchases  from
suppliers,  the Company's ability to meet increasing demand, the  Company's
ability  to  introduce new products on a timely basis, the  timing  of  new
product  announcements and introductions by the Company or its competitors,
changing  customer requirements, delays in new product qualifications,  the
timing and extent of research and development expenses and fluctuations  in
manufacturing yields.  As a result of the foregoing or other factors, there
can  be  no  assurance  that  the  Company  will  not  experience  material
fluctuations  in future operating results on a quarterly or  annual  basis,
which  would  materially  and  adversely  affect  the  Company's  business,
financial condition and results of operations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
   No change from information disclosed in the Company's 2002 annual
   report on form 10-K.

ITEM 4.  CONTROLS AND PROCEDURES.
   Within ninety days prior to the filing of this Report, the Company's
   Chief Executive Officer and Chief Financial Officer evaluated the
   effectiveness of the design and operation of the Company's disclosure
   controls and procedures, which are designed to insure that the Company
   records, processes, summarizes and reports in a timely and effective
   manner the information required to be disclosed in the reports filed
   with or submitted to the Securities and Exchange Commission.  Based
   upon this evaluation, they concluded that, as of the date of the
   evaluation, the Company's disclosure controls are effective.  Since the
   date of this evaluation, there have been no significant changes in the
   Company's internal controls or in other factors that could
   significantly affect those controls.

PART II    OTHER INFORMATION
  Item 6.  Exhibits and Reports on Form 8-K
   (a)  Exhibits
        Exhibit No.   Description
        99.1          Certification Pursuant to 18 U.S.C. Section 1350, as
                      Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                      Act of 2002

        99.2          Certification Pursuant to 18 U.S.C. Section 1350, as
                      Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                      Act of 2002

   (b)  Forms 8-K
       1.  The Company filed a Form 8-K dated February 13, 2003 announcing that
           its subsidiary Eastern Research, Inc. had been chosen by Harris
           Corporation as a supplier of its ISP Intelligent Switch Patch System
           for the FAA Telecommunications Infrastructure (FTI) Program.

       2.  The Company filed a Form 8-K dated February 28, 2003 announcing its
           2002 earnings for the fourth quarter and full year results of
           operations.

SIGNATURES
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.
                                            Allen Organ Company
                                               (Registrant)

Date:May 8, 2003                 /s/STEVEN MARKOWITZ
                                 Steven Markowitz, President and Chief
                                 Executive Officer

Date:May 8, 2003                 /s/NATHAN S. ECKHART
                                 Nathan S. Eckhart, Vice President-Finance,
                                 Chief Financial and Principal Accounting
                                 Officer
<PAGE>

                   ALLEN ORGAN COMPANY AND SUBSIDIARIES

  Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Steven Markowitz, certify that:
1.   I have reviewed this quarterly report on Form 10-Q of Allen Organ
  Company;
2.    Based  on  my knowledge, this quarterly report does not  contain  any
  untrue  statement  of a material fact or omit to state  a  material  fact
  necessary to make the statements made, in light of the circumstances under
  which such statements were made, not misleading with respect to the period
  covered by this quarterly report;
3.    Based  on my knowledge, the financial statements, and other financial
  information  included  in this quarterly report, fairly  present  in  all
  material respects the financial condition, results of operations and cash
  flows  of  the registrant as of, and for, the periods presented  in  this
  quarterly report;
4.    The registrant's other certifying officers and I are responsible  for
  establishing and maintaining disclosure controls and procedures (as defined
  in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
   a)designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within
      those entities, particularly during the period in which this
      quarterly report is being prepared;
   b)evaluated  the  effectiveness of the registrant's disclosure  controls
      and  procedures as of a date within 90 days prior to the filing  date
      of this quarterly report (the "Evaluation Date"); and
   c)presented   in  this  quarterly  report  our  conclusions  about   the
      effectiveness of the disclosure controls and procedures based on  our
      evaluation as of the Evaluation Date;
5.   The registrant's other certifying officers and I have disclosed, based
  on our most recent evaluation, to the registrant's auditors and the audit
  committee  of registrant's board of directors (or persons performing  the
  equivalent function):
   a)all  significant deficiencies in the design or operation  of  internal
      controls  which  could adversely affect the registrant's  ability  to
      record,  process,  summarize  and  report  financial  data  and  have
      identified  for the registrant's auditors any material weaknesses  in
      internal controls; and
   b)any  fraud,  whether  or  not material, that  involves  management  or
      other  employees  who  have a significant role  in  the  registrant's
      internal controls; and
6.    The  registrant's other certifying officers and I have  indicated  in
  this  quarterly report whether or not there were significant  changes  in
  internal  controls  or  in other factors that could significantly  affect
  internal  controls subsequent to the date of our most recent  evaluation,
  including  any corrective actions with regard to significant deficiencies
  and material weaknesses.


/s/STEVEN MARKOWITZ
Steven Markowitz
Chief Executive Officer
May 8, 2003

<PAGE>
                   ALLEN ORGAN COMPANY AND SUBSIDIARIES

  Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Nathan S. Eckhart, certify that:
1.   I have reviewed this quarterly report on Form 10-Q of Allen Organ
  Company;
2.    Based  on  my knowledge, this quarterly report does not  contain  any
  untrue  statement  of a material fact or omit to state  a  material  fact
  necessary to make the statements made, in light of the circumstances under
  which such statements were made, not misleading with respect to the period
  covered by this quarterly report;
3.    Based  on my knowledge, the financial statements, and other financial
  information  included  in this quarterly report, fairly  present  in  all
  material respects the financial condition, results of operations and cash
  flows  of  the registrant as of, and for, the periods presented  in  this
  quarterly report;
4.    The registrant's other certifying officers and I are responsible  for
  establishing and maintaining disclosure controls and procedures (as defined
  in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
   a)designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within
      those entities, particularly during the period in which this
      quarterly report is being prepared;
   b)evaluated  the  effectiveness of the registrant's disclosure  controls
      and  procedures as of a date within 90 days prior to the filing  date
      of this quarterly report (the "Evaluation Date"); and
   c)presented   in  this  quarterly  report  our  conclusions  about   the
      effectiveness of the disclosure controls and procedures based on  our
      evaluation as of the Evaluation Date;
5.   The registrant's other certifying officers and I have disclosed, based
  on our most recent evaluation, to the registrant's auditors and the audit
  committee  of registrant's board of directors (or persons performing  the
  equivalent function):
   a)all  significant deficiencies in the design or operation  of  internal
      controls  which  could adversely affect the registrant's  ability  to
      record,  process,  summarize  and  report  financial  data  and  have
      identified  for the registrant's auditors any material weaknesses  in
      internal controls; and
   b)any  fraud,  whether  or  not material, that  involves  management  or
      other  employees  who  have a significant role  in  the  registrant's
      internal controls; and
6.    The  registrant's other certifying officers and I have  indicated  in
  this  quarterly report whether or not there were significant  changes  in
  internal  controls  or  in other factors that could significantly  affect
  internal  controls subsequent to the date of our most recent  evaluation,
  including  any corrective actions with regard to significant deficiencies
  and material weaknesses.


/s/NATHAN S. ECKHART
Nathan S. Eckhart
Chief Financial Officer
May 8, 2003