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 June 30, 2002


                       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_____

Number of shares outstanding of each of the issuer's classes of common
stock, as of August 5, 2002:

                    Class A - Voting          83,864  shares
                    Class B - Non-voting   1,086,196  shares
<PAGE>
                            ALLEN ORGAN COMPANY

                                   INDEX


Part I  Financial Information

   Item 1.Financial Statements
          Consolidated Condensed Statements of Income for the three and
          six months ended June 30, 2002 and 2001

          Consolidated Condensed Balance Sheets at June 30, 2002 and
          December 31, 2001

          Consolidated Condensed Statements of Cash Flows for the three
          and six months ended June 30, 2002 and 2001

          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.

Part II    Other Information

   Item 4.Submission of Matters to a Vote of Security Holders

   Item 6.Exhibits and Reports on Form 8-K

   Signatures

   Exhibits
<PAGE>
PART I  FINANCIAL INFORMATION
   ITEM 1.FINANCIAL STATEMENTS

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

                        For the 3 Months Ended:       For the 6 Months Ended:
                        6/30/2002     6/30/2001       6/30/2002      6/30/2001

Net Sales              $17,403,733   $15,119,294     $33,381,221   $28,378,692

Cost and Expenses
 Costs of sales         10,245,150    11,229,132      19,594,210    21,106,679
 Selling, general and
  administrative         3,747,172     3,921,633       7,256,805     8,221,905
 Research and
  development            2,035,534     2,158,786       4,002,651     4,355,094
 Costs to close
  Southampton plant          --          530,000           --          530,000
 Impairment of
  VIR, Inc. goodwill
  and intangibles            --            --              --        1,400,000
 Total Costs and
   Expenses             16,027,856    17,839,551      30,853,666    35,613,678

Income (Loss)  from
 Operations              1,375,877    (2,720,257)      2,527,555    (7,234,986)

Other income (expense)
 Investment and other
  income                   103,757       355,429         245,618       709,572
 Interest expense            --         (164,055)          --         (315,084)
 Minority interests in
  consolidated subsidiaries  --          (83,398)          --          (33,275)
 Total Other Income
  and Expense              103,757       107,976         245,618       361,213

Income (Loss) Before
 Taxes                   1,479,634    (2,612,281)      2,773,173    (6,873,773)

Income Tax Provision
 (Benefit)                 470,000    (1,047,000)        832,000    (2,683,000)

Net Income (Loss)       $1,009,634   $(1,565,281)     $1,941,173   $(4,190,773)

Basic and Diluted
 Earnings (Loss)
 Per Share                   $0.86        $(1.34)          $1.66        $(3.58)

Weighted Average Shares
 Used in Per Share
  Calculation            1,170,321     1,170,528       1,170,321     1,170,528

Dividends Per Share-Cash    $ 0.14        $ 0.14          $ 0.28        $ 0.28

Total Comprehensive
 Income (Loss)          $1,054,941   $(1,661,534)     $1,977,174   $(4,388,038)

                                      See accompanying notes.
<PAGE>
                   ALLEN ORGAN COMPANY AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED BALANCE SHEETS
ASSETS                                           June 30, 2002     Dec 31, 2001
                                                  (Unaudited)        (Audited)
Current Assets
  Cash                                            $ 8,841,813      $ 4,449,998
  Investments Including Accrued Interest            9,849,719       11,609,416
  Accounts Receivable, net of reserves of
   $485,985 and $350,492, respectively              9,696,342        9,947,842
  Inventories:
     Raw Materials                                  5,201,479        5,515,815
     Work in Process                                6,163,520        6,249,775
     Finished Goods                                 4,630,546        4,720,318
      Total Inventories                            15,995,545       16,485,908
  Income Taxes Prepaid and Receivable               1,384,992        1,106,214
  Prepaid Expenses                                    550,414          386,421
  Deferred Income Tax Benefits                      1,542,107        1,561,138
     Total Current Assets                          47,860,932       45,546,937
Property, Plant and Equipment                      27,337,847       26,600,965
  Less Accumulated Depreciation                   (15,982,017)     (15,109,416)
     Total Property, Plant and Equipment           11,355,830       11,491,549
Other Assets
  Inventory Held for Future Service                   812,612          811,249
  Note Receivable                                   2,397,291        1,997,107
  Cash Value of Life Insurance                      2,173,566        2,173,566
  Deferred Income Tax Benefits                      2,022,725        2,022,725
  Goodwill, net                                       194,523          194,523
  Intangible Assets, net                            1,884,798        2,218,504
  Other Assets                                         16,092           16,092
     Total Other Assets                             9,501,607        9,433,766
     Total Assets                                 $68,718,369      $66,472,252

                  LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities
  Accounts Payable                                $ 2,584,446      $ 2,750,251
  Other Accrued Expenses                            2,398,151        1,973,154
  Customer Deposits                                 3,047,262        2,978,023
     Total Current Liabilities                      8,029,859        7,701,428
Noncurrent Liabilities
  Deferred and Other Noncurrent Liabilities           800,488          707,769
  Accrued Pension Costs                             1,921,483        1,748,040
     Total Noncurrent Liabilities                   2,721,971        2,455,809
     Total Liabilities                             10,751,830       10,157,237

STOCKHOLDERS' EQUITY
  Common Stock   2002              2001
     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                   12,905,650       12,903,610
  Retained Earnings
     Balance, Beginning                            55,237,713       59,977,002
     Net Income (Loss)                              1,941,173       (4,083,810)
     Dividends - Cash 2002 and 2001                  (327,690)        (655,479)
     Balance, End                                  56,851,196       55,237,713
  Accumulated Other Comprehensive Income           (1,338,299)      (1,374,300)
     Sub-total                                     69,956,540       68,305,016
  Treasury Stock
     2002 - 43,368 Class A shares;
           324,304 Class B shares                 (11,990,001)           --
     2001 - 43,368 Class A shares;
           324,304 Class B shares                       --         (11,990,001)
  Total Stockholders' Equity                       57,966,539       56,315,015
  Total Liabilities and Stockholders' Equity      $68,718,369      $66,472,252
                          See accompanying notes.
<PAGE>


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

                            For the 3 Months Ended:     For the 6 Months Ended:
                            6/30/2002    6/30/2001      6/30/2002    6/30/2001

CASH FLOWS FROM OPERATING
 ACTIVITIES
 Net income (loss)         $1,009,634  $(1,565,281)    $1,941,173  $(4,190,773)
 Adjustments to reconcile
  net income (loss) to net
  cash provided by (used in)
  operating activities
   Depreciation and
    amortization              703,509      806,604      1,419,455    1,602,416
   Loss from impairment of
    VIR, Inc. goodwill and
    intangibles, included
    in operating expenses       --            --            --       1,400,000
   Minority interest in
    consolidated subsidiaries   --          83,398          --          33,275
 Change in assets and
  liabilities
   Accounts receivable       (843,689)    (477,690)       251,500    2,283,339
   Inventories              1,021,806    2,277,673        489,000    1,059,414
   Income taxes prepaid
    and receivable           (525,598)  (1,502,000)      (278,778)  (2,983,743)
   Prepaid expenses            42,525      (10,833)      (163,993)    (400,740)
   Prepaid pension costs        --          (2,391)         --         (30,967)
   Deferred income
    tax benefits               18,347      (14,099)        19,031       29,901
   Accounts payable           (10,481)  (1,222,676)      (165,805)  (1,568,766)
   Accrued expenses           194,079      289,367        424,997     (664,151)
   Customer deposits          176,691      (17,559)        69,239        1,275
   Accrued pension costs      293,486         --          173,443         --
   Deferred and other
    noncurrent liabilities     12,465       34,853         92,719       69,706
    Net Cash Provided by
     (Used In)  Operating
     Activities             2,092,774   (1,320,634)     4,271,981   (3,359,814)

CASH FLOW FROM INVESTING
 ACTIVITIES
   Increase in note
    receivable                  --            --         (400,184)    (399,058)
   Net additions to plant
    and equipment            (666,082)    (358,263)      (947,250)    (988,897)
   Additions to goodwill
    and intangible assets       --        (156,243)        (2,780)    (156,243)
   Net sale of short term
    investments             1,892,322   12,544,103      1,795,698   12,524,132
    Net Cash Provided by
     Investing Activities   1,226,240   12,029,597        445,484   10,979,934

CASH FLOWS FROM FINANCING
 ACTIVITIES
   Proceeds from bank loans     --       1,100,000           --      3,300,000
   Repayment of bank loans      --     (12,000,000)          --    (12,000,000)
   Proceeds from sales of
    subsidiary stock            --            --            2,040       96,333
   Subsidiary stock
    reacquired from minority
     shareholders               --         (49,450)          --        (49,450)
   Reacquired Class B common
    shares                      --          (1,156)          --         (6,891)
   Dividends paid in cash    (163,845)    (163,864)      (327,690)    (327,750)
     Net Cash Used In
      Financing Activities   (163,845) (11,114,470)      (325,650)  (8,987,758)

NET INCREASE
(DECREASE) IN CASH          3,155,169     (405,507)     4,391,815   (1,367,638)


CASH, BEGINNING             5,686,644    1,750,237      4,449,998    2,712,368

CASH, ENDING               $8,841,813   $1,344,730     $8,841,813   $1,344,730



            SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Cash paid for:
   Income Taxes              $995,598      $55,000     $1,110,778     $242,000
   Interest                  $  --        $164,055     $  --          $315,084


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

1. Interim Financial Statements
   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.   In  the opinion of management, the information contained  herein
   reflects  all  adjustments necessary to make the results  of  operations
   for  the interim periods a fair statement of such operations.  All  such
   adjustments are of a normal recurring nature.

   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 2001 Annual Report on Form 10-K.

2. New Accounting Standards
   Effective  January 1, 2002, the Company adopted the following Statements
   issued by the Financial Accounting Standards Board neither of which  had
   a material affect on the Company's financial statements.

     SFAS  142,  "Goodwill  and  Other Intangible Assets"  -  replaces  the
      requirement to amortize intangible assets with indefinite  lives  and
      goodwill  with a requirement for an impairment test.  The  amount  of
      goodwill  amortization  included in the operating  expenses  for  the
      three  and  six months ended June 30, 2001 was $32,407  and  $64,814,
      respectively.

     SFAS  144,  "Accounting for the Impairment or Disposal  of  Long-Lived
      Assets"  -  Establishes  one accounting model,  used  for  long-lived
      assets  to  be  held  and  used, disposed of  by  sale  or  otherwise
      disposed.


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

Liquidity and Capital Resources:
    Cash flows from operating activities increased during the three and six
months  ended  June  30, 2002 when compared to the  same  period  in  2001,
primarily  due  to higher operating income in the Musical  Instruments  and
Data Communications segments.

Results of Operations:

Sales and Operating Income
                          For the 3 Months Ended:      For the 6 Months Ended:
                          6/30/2002     6/30/2001      6/30/2002     6/30/2001
Net Sales to
 Unaffiliated Customers
  Musical Instruments   $ 6,616,642   $ 6,308,664    $12,922,843   $12,231,785
  Data Communications     8,858,220     5,209,952     17,524,514     8,809,968
  Electronic Assemblies   1,510,961     2,973,696      2,096,816     6,267,056
  Audio Equipment           417,910       626,982        837,048     1,069,883
   Total                $17,403,733   $15,119,294    $33,381,221   $28,378,692

Intersegment Sales
  Musical Instruments   $    92,737   $    24,536    $   165,146   $    40,827
  Data Communications          --          61,312          --          193,438
  Electronic Assemblies       6,616          --           82,477         --
  Audio Equipment            15,837         9,274         58,234        19,401
   Total                $   115,190   $    95,122    $   305,857   $   253,666

Income (Loss) from
 Operations
  Musical Instruments   $   821,967   $   261,047    $ 1,645,877   $   675,188
  Data Communications       772,376    (3,028,951)     1,472,228    (8,034,136)
  Electronic Assemblies    (110,660)      146,244       (348,462)      433,632
  Audio Equipment          (107,806)      (98,597)      (242,088)     (309,670)
   Total                $ 1,375,877   $(2,720,257)   $ 2,527,555   $(7,234,986)

Musical Instruments Segment

    Sales  increased $307,978 and $691,058 respectively, for the three  and
six  months ended June 30, 2002 when compared to the same periods in  2001.
While the order rate for the first half of 2002 was slightly lower than the
same  period  in  2001, the first half of 2002 sales  were  higher  due  to
shipments  made against the order backlog.  This segment may be  negatively
affected by recent events in the financial markets that may affect consumer
confidence as well as their donations to religious institutions.  Religious
institutions  are  a  primary market for this segments products,  as  such,
lower levels of donations may affect this segments future order rate.

    The  gross profit percentage increased to 33.7% and 33.3% respectively,
in  the  three  and  six months ended June 30, 2002 from  24.5%  and  26.7%
respectively  in  the  same periods in 2001.  These increases  are  due  to
higher  sales over which to absorb fixed costs, changes in product mix  and
operational improvements initiated in previous quarters.

    Selling, general and administrative, research and development  expenses
increased slightly during the three and six months ended June 30, 2002 when
compared  to  the  same  periods in 2001 due primarily  to  higher  pension
expense  resulting from lower investment returns realized in the  Company's
defined benefit pension plans.  The Company has reduced its long-term  rate
of  return assumption in both of its defined benefit pension plans  due  to
lower  projected future investment returns and expects that pension related
costs will increase in future years.

Data Communications Segment

    Sales  increased $3,648,268 and $8,714,546 respectively, for the  three
and  six  months ended June 20, 2002 when compared to the same  periods  in
2001.   The 2002 sales increased due to new product introductions and  from
redirection of the Company's sales and marketing efforts away from CLECs to
other Data Communications markets.  The 2001 sales were negatively affected
by the slowdown in the overall Data Communications market.

    Gross  profit margins increased to 54.5% and 53.6% respectively  during
the  three  and six months ended June 30, 2002 from 33.8% and 32.2%  during
the  same  periods  in 2001 due to the higher sales volume  over  which  to
absorb  fixed costs and changes in product mix.  The gross margins for  the
three  and  six  months  ended June 30, 2001 were  negatively  affected  by
$360,000  and  $720,000  respectively, of  additional  inventory  valuation
adjustments  recorded at VIR, Inc. for slow moving and  obsolete  inventory
associated with discontinued product lines.

    Sales and marketing expenditures decreased approximately $140,000  (8%)
and $467,000 (12%) during the three and six months ended June 30, 2002 when
compared  to  the  same  periods in 2001 primarily due  to  cost  reduction
programs.

    General and administrative expenses for the three months ended June 30,
2002  were  approximately equal to the same period in  2001  and  decreased
approximately  $283,000 (8%) during the six months  ended  June  30,  2002.
Research and development expenditures decreased approximately $98,000  (5%)
and  $283,000 (8%) respectively for the three and six months ended June 30,
2002  when  compared  to  the same periods in 2001.   These  decreases  are
primarily  due to the combination of the VIR Linear Switch operations  into
Eastern  Research,  Inc.  (ERI) during 2001 and  an  overall  reduction  in
personnel.

    The  combination  of increased sales, higher gross  margins  and  lower
operating costs resulted in operating income of approximately $772,000  and
$1,472,000, respectively for the three and six months ended June  30,  2002
for this segment compared to large operating losses in the same periods  of
2001.  The 2001 operating losses were also negatively affected by inventory
valuation adjustments, plant closing costs, and a charge to write down  the
goodwill and intangible assets of VIR, Inc totaling $890,000 and $2,650,000
for  the  three  and six months ended June 30, 2001, respectively.   Future
sales  visibility remains limited throughout the Data Communications market
that ERI serves.

Electronic Assemblies Segment

   Sales decreased $1,462,735 and $4,170,240 respectively for the three and
six  months ended June 30, 2002 when compared to the same periods  in  2001
due  to  lower  order  volume  from  the Company's  contract  manufacturing
customers, who were affected by the economic slowdown.  The order  rate  is
expected to continue at this lower level in future quarters.

    The gross profit margin was a loss of approximately $(24,000) (2%)  and
$(178,000)  (8%) respectively for the three and six months ended  June  30,
2002, primarily due to lower sales volume over which to absorb fixed costs.
The  gross profit percentage was 11% during the three and six months  ended
June  30,  2001.   Selling, general and administrative  expenses  decreased
slightly when compared to the same periods in 2001.

Audio Equipment Segment

   Sales decreased $209,072 and $232,835 for the three and six months ended
June  30,  2002  when compared to the same periods in 2001.   Gross  profit
margins  were  21% and 25% respectively in the three and six  months  ended
June 30, 2002, as compared to 38% and 35% in the same periods in 2001.

   Selling, general and administrative costs decreased during the three and
six months ended June 30, 2002 when compared to the same period in 2001.

    Legacy  Audio  has  historically sold its  products  through  a  direct
marketing program.  This method of distribution limited Legacy's ability to
penetrate  the broader market.  Legacy has been implementing a  program  to
distribute  its  products through a more traditional dealer  network.   The
Company has added independent retail dealers and will continue to do so  in
a  conservative  manner  to build a quality dealer  network.   During  this
period,  Legacy has been shifting marketing resources to the new method  of
distribution.  This results in Legacy receiving a lower price per  sale  to
allow  the  dealers to realize a retail markup.  The lower  product  prices
that  Legacy  receives  are in part offset by eliminating  Legacy's  direct
marketing  expense  that  is  not required in  the  new  sales  model.   In
addition, the general economic slowdown has affected the sales for consumer
goods including the Company's Legacy products.

    Most of Legacy's speaker cabinets are now manufactured at the Company's
Macungie, PA plant, with a small percentage still manufactured at a smaller
facility  in Springfield, IL.  The Company plans to consolidate all  Legacy
production at the Macungie plant by the third quarter of 2002.  During July
2002  Legacy's sales offices was re-located to the Macungie facility.   The
effect of this consolidation is expected to be immaterial.

Other Income and Expense

    Investment income decreased during the three and six months ended  June
30,  2002  when compared to the same periods in 2001 due to lower  invested
balances and lower rates of return available on invested funds.

Income Taxes

    The tax provision for the three and six months ended June 30, 2002  are
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 2001 annual
   report of form 10-K.

PART II    OTHER INFORMATION
   Item 4.   Submission of Matters to a Vote of Security Holders
   (a)       Annual Meeting: April 25, 2002
   (b)       Election  of the following directors for a one-year  term:
        Steven   Markowitz,  Eugene  Moroz,  Leonard  Helfrich,   Martha
        Markowitz,  Orville  Hawk,  Albert Schuster,  Jeffrey  Schucker,
        Ernest Choquette and Michael Doyle.
   (c)       In addition to the election of directors and the waiver of
        reading  of  the minutes of the prior meeting, the  shareholders
        ratified  charitable deductions made in 2001 and all  contracts,
        agreements,  and  employments by  the  Board  of  Directors  and
        officers  since the previous annual meeting in April 2001.   All
        resolutions  were  adopted  by  the  vote  of  all  shareholders
        present, in person or proxy.

   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)       No  reports on Form 8-K were filed during  the  quarter
        ended June 30, 2002.

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:August 7, 2002                  /s/STEVEN MARKOWITZ
                                     Steven Markowitz, President and Chief
                                     Executive Officer

Date:August 7, 2002                  /s/NATHAN S. ECKHART
                                     Nathan S. Eckhart, Vice President-Finance,
                                     Chief Financial and Principal Accounting
                                     Officer