<PAGE>   1
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                                    FORM 10-Q


                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


         For Quarter Ended March 31, 1998 Commission File Number 1-7255




                  AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
             (Exact name of registrant as specified in its charter)




Florida                                                               59-1219710
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)




         1776 American Heritage Life Drive, Jacksonville, Florida 32224
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code (904) 992-1776

Former name, former address and former fiscal year, if changed since last report

                                       N/A

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 registrant's shares of common stock outstanding at
                                 April 30, 1998

                                   27,853,418


<PAGE>   2



                  AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
                           CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                   (Unaudited)
                                                                  MARCH 31, 1998    DECEMBER 31, 1997
                                                                  --------------    -----------------
<S>                                                               <C>               <C>    
(Amounts in thousands, except share and per share amounts)
ASSETS
Investments:
   Debt securities, available-for-sale, at fair
     value (cost of $913,613 in 1998 and
     $889,811 in 1997)                                             $   945,635             923,287
   Equity securities, available-for-sale, at
     fair value (cost of $19,988 in 1998
     and $20,329 in 1997)                                               39,749              36,817
   Mortgage loans on real estate                                        78,588              70,697
   Investment real estate, at cost                                         479                 482
   Policy loans                                                        410,457             407,482
   Short-term investments                                                7,434              32,635
                                                                   -----------         -----------

       Total investments                                             1,482,342           1,471,400
                                                                   -----------         -----------
   Cash                                                                 24,516              23,261
   Agents' balances and prepaid commissions                             32,167              35,268
   Premiums receivable                                                  45,332              43,196
   Accrued investment income                                            35,766              30,519
   Deferred acquisition costs and cost of business acquired            227,185             223,651
   Property and equipment, at cost,
     less accumulated depreciation                                      32,442              31,898
   Reinsurance receivables                                              11,494              11,004
   Other assets                                                         46,068              45,062
                                                                   -----------         -----------
       Total assets                                                $ 1,937,312           1,915,259
                                                                   ===========         ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Policy liabilities:
   Future policy benefits                                          $   293,458             289,765
   Policyholders' account balances                                   1,023,101           1,013,602
   Unearned premiums                                                    45,366              52,666
   Policy and contract claims                                           59,896              58,484
                                                                   -----------         -----------

       Total policy liabilities                                      1,421,821           1,414,517
   Notes payable to banks                                               44,412              39,192
   Deferred income taxes                                                48,162              46,820
   Other liabilities                                                    59,397              59,007
                                                                   -----------         -----------

       Total liabilities                                             1,573,792           1,559,536
                                                                   -----------         -----------

AHLIC-obligated mandatorily redeemable preferred securities
   of subsidiaries holding solely subordinated debentures
   of AHLIC                                                            103,500             103,500
                                                                   -----------         -----------

Stockholders' equity:
   Common stock of $1 par value. Authorized
     35,000,000 in 1998 and 1997; issued
     28,116,077 in 1998 and 14,020,861 in 1997                          28,116              14,021
   Additional paid-in capital                                           42,554              42,528
   Retained earnings                                                   175,561             183,852
   Yield enhancement, contract and issuance costs of
     mandatorily redeemable preferred securities                        (9,561)             (9,561)
   Net unrealized investment gains                                      27,389              25,612
                                                                   -----------         -----------
                                                                       264,059             256,452
   Less cost of 271,907 in 1998 and 142,589
     in 1997 common shares in treasury                                   4,039               4,229
                                                                   -----------         -----------

       Total stockholders' equity                                      260,020             252,223
                                                                   -----------         -----------
       Total liabilities and shareholders' equity                  $ 1,937,312           1,915,259
                                                                   ===========         ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                        1

<PAGE>   3




                  AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                FOR THE THREE MONTHS ENDED
                                                                         MARCH 31,
                                                              ------------------------------
                                                                  1998               1997
                                                              -----------        -----------
<S>                                                           <C>                <C>   
(Amounts in thousands, except share and per share amounts)
Income:
   Insurance revenues                                         $    71,530             65,048
   Net investment income                                           27,144             25,223
   Other income                                                       620                 --
   Realized investment gains, net                                     112                103
                                                              -----------        -----------

        Total income                                               99,406             90,374
                                                              -----------        -----------

Benefits, claims and expenses:
   Benefits and claims                                             44,057             41,618
   Underwriting, acquisition and insurance expenses:
        Taxes, commissions and general expenses                    30,184             28,687
        Amortization of deferred acquisition costs
          and cost of business acquired                             9,058              6,937
   Other operating expenses                                         3,146              1,582
                                                              -----------        -----------

        Total benefits, claims and expenses                        86,445             78,824
                                                              -----------        -----------

        Earnings before income taxes                               12,961             11,550
Income taxes                                                        4,287              3,805
                                                              -----------        -----------

        Net earnings                                          $     8,674              7,745
                                                              ===========        ===========

        Net earnings per share of common stock - basic                .32                .28
                                                              ===========        ===========
                                               - diluted              .31                .28
                                                              ===========        ===========

Dividends declared per share                                         .105               .095
                                                              ===========        ===========

Average number of shares outstanding - basic                   27,517,831         27,530,685
                                                              ===========        ===========
                                     - diluted                 28,045,473         27,761,038
                                                              ===========        ===========
</TABLE>




See accompanying notes to consolidated financial statements.

                                        2

<PAGE>   4




                  AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                      1998               1997
                                                                    ---------         ---------
<S>                                                                 <C>               <C>
(Amounts in thousands, except share and per share amounts) 
Common stock:
   Balance at beginning of period                                   $  14,021            13,967
   Par value of shares issued pursuant to stock split                  14,056                --
   Other shares issued (surrendered), net                                  39                23
                                                                    ---------         ---------

   Balance at end of period                                            28,116            13,990
                                                                    ---------         ---------

Additional paid-in capital:
   Balance at beginning of period                                      42,528            42,644

   Excess over par value on shares issued                                 629               584

   Addition (deduction) related to exercise of stock options             (603)               --
                                                                    ---------         ---------

   Balance at end of period                                            42,554            43,228
                                                                    ---------         ---------

Retained earnings:
   Balance at beginning of period                                     183,852           163,460

   Add net earnings                                                     8,674             7,745
                                                                    ---------         ---------
                                                                      192,526           171,205

   Par value of shares issued pursuant to stock split                 (14,056)               --

   Deduct cash dividends declared on common
     stock - $.105 per share in 1998 and
     $.095 per share in 1997                                           (2,909)           (2,623)
                                                                    ---------         ---------

   Balance at end of period                                           175,561           168,582
                                                                    ---------         ---------

Yield enhancement, contract and issuance costs of
   mandatorily redeemable preferred securities
   at beginning and end of period                                      (9,561)               --
                                                                    ---------         ---------

Accumulated other comprehensive income:
Net unrealized investment gains (losses):
   Balance at beginning of period                                      25,613            12,158

   Change during the period                                             1,776            (8,441)
                                                                    ---------         ---------

   Balance at end of period                                            27,389             3,717
                                                                    ---------         ---------

Treasury stock:
   Balance at beginning of period                                       4,229             3,287

   Add treasury shares purchased
    (2,001 shares in 1998
    and 19,400 shares in 1997)                                             36               504

   Less treasury shares surrendered
    (15,270 shares in 1998)                                              (226)               --
                                                                    ---------         ---------

   Balance at end of period                                             4,039             3,791
                                                                    ---------         ---------

        Total stockholders' equity                                  $ 260,020           225,726
                                                                    =========         =========
</TABLE>

See accompanying notes to consolidated financial statements.


                                        3

<PAGE>   5




                  AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
                      STATEMENTS OF CONSOLIDATED CASH FLOW
                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                    1998             1997
                                                                  --------         --------
<S>                                                               <C>              <C>  
(Amounts in thousands)
Operating activities:
   Net earnings                                                   $  8,674            7,745
   Adjustments to reconcile net earnings to net cash
     provided by operating activities:
        Change in agents' balances and prepaid commissions           3,101            1,369
        Change in premiums receivable                               (2,136)            (331)
        Change in accrued investment income                         (5,247)          (4,918)
        Change in reinsurance receivables                             (490)           1,733
        Amortization of deferred acquisition costs and
          cost of business acquired                                  9,058            6,937
        Acquisition costs deferred                                 (11,981)         (10,269)
        Change in future policy benefits                             3,693           (1,685)
        Change in policyholders' account balances                    9,499           21,075
        Change in unearned premiums                                 (7,300)            (921)
        Change in policy and contract claims                         1,412            1,232
        Change in income taxes                                       3,044            4,414
        Provision for depreciation and amortization                    626              710
        Change in unearned investment income                          (111)             (90)
        Other, net                                                  (1,715)          (2,112)
                                                                  --------         --------

        Net cash provided by operating activities                   10,127           24,889
                                                                  --------         --------

Investing activities:
   Sales of debt securities                                            351           25,180
   Maturities of debt securities                                    19,905           10,975
   Sales (purchases) of short-term investments, net                 25,200            1,545
   Sales of equity securities                                          195            1,533
   Maturities of mortgage loans on real estate                         684            1,005
   Policy loans paid                                                 7,050            2,408
   Acquisitions, net of cash acquired                                   --          (45,266)
   Purchases of debt securities                                    (44,039)         (33,144)
   Origination of mortgage loans on real estate                     (8,570)          (5,595)
   Policy loans made                                               (10,026)          (7,544)
   Purchases and additions of property and equipment
        and investment real estate                                  (1,020)            (777)
   Other, net                                                       (1,424)             (36)
                                                                  --------         --------

   Net cash used by investing activities                           (11,694)         (49,716)
                                                                  --------         --------


Financing activities:
   Change in notes payable to banks, net                             5,220           23,590
   Dividends to stockholders                                        (2,909)          (2,623)
   Other, net                                                          511              104
                                                                  --------         --------

   Net cash provided by financing activities                         2,822           21,071
                                                                  --------         --------

Increase (decrease) in cash                                          1,255           (3,756)
Cash, beginning of period                                           23,261           21,672
                                                                  --------         --------

Cash, end of period                                               $ 24,516           17,916
                                                                  ========         ========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>   6


                  AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1998
                                   (UNAUDITED)


(1)   In the opinion of management, the accompanying consolidated financial
      statements, which are unaudited include all adjustments necessary to
      present fairly the consolidated results of operations and financial
      position of the Company for the periods indicated. However, certain
      information and note disclosures normally included in financial statements
      prepared in accordance with generally accepted accounting principles have
      been omitted. It is suggested that these consolidated financial statements
      be read in conjunction with the consolidated financial statements,
      schedules and notes thereto included in the Company's Form 10-K for the
      year ended December 31, 1997.

(2)   The financial statements of the Company's life insurance operations,
      primarily the operations of American Heritage Life Insurance Company (AHL)
      and Columbia Universal Life Insurance Company (CUL), have been included in
      the consolidated financial statements on the basis of generally accepted
      accounting principles.

(3)   During the second quarter of 1997, the Company completed an offering of
      mandatorily redeemable preferred securities, raising $103.5 million, the
      net proceeds of which were used to retire bank debt.

(4)   Earnings per share of common stock were based on the weighted average
      number of shares outstanding during each period, excluding treasury
      shares.

(5)   Current accrued income taxes were included in other liabilities in the
      amount of $3,039,000 at March 31, 1998 and $683,000 at December 31, 1997,
      in the accompanying consolidated balance sheets.

(6)   The Company's insurance subsidiaries, like other insurance companies, are
      currently defendants in lawsuits that involve claims for punitive,
      exemplary or other extracontractual damages, which are for amounts
      substantially in excess of the actual damages sought. Management considers
      such litigation regrettably to be of the type to which insurance companies
      are usually and customarily subjected to in the ordinary course of
      business and to date the settlements of such claims of this nature have
      not been material to the financial position of the Company. In the opinion
      of management, based on the currently ascertained facts of the pending
      litigation, which the Company intends to vigorously defend, the ultimate
      resolution of such litigation should not be material to the financial
      position of the Company.










                                        5

<PAGE>   7

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                    PERIODS ENDED MARCH 31, 1998 COMPARED TO
                            PERIOS ENDED MARCH 1997



RESULTS OF OPERATIONS

American Heritage Life Investment Corporation (AHLIC) and subsidiaries (the
"Company") are engaged primarily in the life insurance business. The Company's
consolidated earnings are primarily attributable to its principal insurance
subsidiaries, American Heritage Life Insurance Company (AHL) and Columbia
Universal Life Insurance Company (CUL). Significant changes in the components of
the consolidated results of operations for the comparative periods are presented
below.

Pursuant to generally accepted accounting principles (GAAP), insurance revenues
for reporting purposes include only the mortality, expense, and surrender
charges for interest-sensitive products. Insurance revenues do not include group
and credit premium equivalents and cash deposits from interest-sensitive
products. Insurance revenues for the three months ended March 31, 1998 were
$71.5 million, an increase of 10.0% from the $65.0 million for the same period
in 1997. This increase was due primarily to an increase in interest-sensitive
policy charges, cancer and accident and health insurance revenues.

As a result of more of the ordinary life business being interest-sensitive, the
group business being on a self-funded or split-funded basis and the credit
business being written on a reinsurance/administrative services only basis, in
which only the fees charged are included in insurance revenues for GAAP
purposes, it is important to evaluate insurance revenues including premium
equivalents. Including premium equivalents of $72.8 million and $78.8 million
for the three months ended March 31, 1998 and 1997, respectively, insurance
revenues, including premium equivalents, were $144.3 million and $143.9 million,
up .3% in 1997. Ordinary insurance revenues including premium equivalents were
up due in part to an increase in long-term care revenues. Additionally, credit
insurance revenues and premium equivalents were down due primarily to a decrease
in administrative services only business.

For the three months ended March 31, 1998, net investment income was $27.1
million, an increase of 7.6% over the $25.2 million reported for the same period
in 1997. This increase in net investment income for the three months ended March
31, 1998 compared to the same periods in 1997 was due primarily to an increase
in invested assets. These increases were partially offset by a decrease in
Management Security Plan (MSP) policy loan interest due to a decrease in the
average rate charged (7.56% in 1998 versus 7.94% in 1997) on decreased policy
loan balances (see page 8 for discussion regarding MSP loans.) The effective
yield on invested assets for the three months ended March 31, 1998 was 7.34%
compared to 7.50% for the same period in 1997. Excluding MSP policy loans, the
effective yield was 7.27% for the three months ended March 31, 1998 and 6.92%
for the same period of 1997.

Benefits and claims were $44.1 million for the three months ended March 31,
1998, up 5.9% from the $41.6 million for the same period in 1997. The increase
for the three months ended March 31, 1998 versus 1997 was due primarily to
increased ordinary benefits, including increased death claims, dread disease and
individual accident and health claims.

Taxes, commissions, and general expenses aggregated $30.2 million for the first
three months of 1998 versus $28.7 million for the first three months of 1997, or
an increase of 5.2%. The increase for the three months was primarily due to
recent acquisitions having higher expense levels and additional expenses
associated with new production and technology.


                                        6

<PAGE>   8


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                    PERIODS ENDED MARCH 31, 1998 COMPARED TO
                          PERIODS ENDED MARCH 31, 1997


RESULTS OF OPERATIONS (CONTINUED)

Pursuant to GAAP, the initial costs directly associated with selling,
underwriting, and processing traditional ordinary insurance products are
deferred and amortized over the premium-paying period of the related policies.
For interest-sensitive products, these costs are amortized over the lives of the
policies in relation to the present value of estimated gross profits from
surrender charges and investment, mortality, and expense margins. These costs
increase as the amount of sales and insurance in force increase. The charge to
earnings for acquisition costs of ordinary insurance is comprised of two
components: (1) the amortization of costs for policies which remain in force,
and (2) the write-off of unamortized costs related to policies which are
terminated. For the three months ended March 31, 1998, the amortization of
deferred acquisition costs was $9.1 million compared to $6.9 million for the
comparable period in 1997, or an increase of 30.6%. The increase in amortization
expense was primarily due to increased amortization from the growth of business
in force and the cost of business acquired.

For the three months ended March 31, 1998, other operating expenses were $3.1
million compared to $1.6 million for the same period in 1997, an increase of
98.8%. This increase was due primarily to an increase in interest expense as a
result of an increase in the amount of average outstanding bank debt and the
interest on the mandatorily redeemable preferred securities issued at the end of
the second quarter of 1997.

Income taxes increased 12.7% for the three months ended March 31, 1998 from the
same period in 1997, primarily as a result of an increase in net earnings and a
higher effective tax rate. For the three months ended March 31, 1998 and 1997,
the effective tax rate was 33.1% and 32.9%, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company is engaged primarily in the life insurance business. The principal
subsidiaries, AHL and CUL, generate major sources of cash flow from premiums
collected for traditional insurance products, deposits, and policy charges for
interest-sensitive products and investment income attributable to the life
insurance operations and associated investment portfolio. This results in a
significant portion of the Company's assets being liquid. Such assets are made
up of cash, short-term investments, and readily marketable securities.

As an insurer, the Company is required to maintain substantial liabilities for
future policy benefits and policyholders' account balances. Since premiums and
deposits received in anticipation of such benefits are investable funds, it is
expected that the Company will continue to increase its investment portfolio
using cash flow from operations.

The decrease in net cash provided by operating activities for the three months
ended March 31, 1998, compared to the same period in 1997, was due primarily to
a decrease in policyholder account balances as a result of certain surrenders in
the first quarter of 1998.

The decrease in net cash used by investing activities for the three months ended
March 31, 1998 versus the same period in 1997 was due primarily to the
acquisition of CUL in 1997.


                                        7

<PAGE>   9


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                    PERIODS ENDED MARCH 31, 1998 COMPARED TO
                          PERIODS ENDED MARCH 31, 1997


LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

The decrease in net cash provided by financing activities for the three months
ended March 31, 1998, compared to the same period in 1997, was due primarily to
the increase in borrowing in 1997 to fund the acquisition of CUL.

The Company's policy loans are a higher percentage of invested and total assets
than industry norm as a result of a significant block of Management Security
Plan (MSP) business. The MSP product is an interest-sensitive, deferred
compensation/executive benefit-type product with the policy loan feature being
an integral part of the product. A market rate of interest is charged on the
policy loans, and a predetermined built-in spread is achieved between the
interest rate charged on the policy loans and the interest rate credited on the
loaned funds. Accordingly, all MSP policy loans are completely collateralized by
the underlying policyholders' account balances. All policy loans are funded out
of cash provided by operating activities and do not represent a significant
restriction on the Company's liquidity.

At March 31, 1998, the fair value of the Company's debt and equity security
portfolio aggregated $985.4 million compared with an amortized cost of $933.6
million, or an unrealized gain of $51.8 million. At December 31, 1997, the fair
value of the portfolio aggregated $960.1 million compared with an amortized cost
of $910.1 million, or an unrealized gain of $50.0 million. This change in the
unrealized gain was primarily due to changes in market conditions.

The Company's amortized cost of high-yield bonds (rated below BBB by Standard &
Poor's Corporation and excluding non-rated and private placements) at March 31,
1998 aggregated $48.3 million with a market value of $49.7 million. At market
value, these investments represented 2.6% of total assets, or 3.4% of total
invested assets. Such holdings were not material to invested assets nor is it
expected that any subsequent gains or losses on these securities would be
material to the operations of the Company.

AHLIC is a holding company, and its liquidity is largely dependent on the
ability of its subsidiaries, primarily AHL, to pay dividends and on external
financings. As a result, AHLIC borrows on an interim basis through lines of
credit with its major banks to cover any short-term cash requirements which may
occur. The increase in bank debt at March 31, 1998, compared to the amount at
December 31, 1997, reflected additional borrowings to fund shareholder dividends
and interest expense. At March 31, 1998, the debt to total capital (excluding
unrealized investment gains) ratio was 11.7%.

The year 2000 Issue is the result of computer programs written using two digits
rather than four to define the applicable year. Any of the Company's computer
programs or equipment that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000. This could result in
system failures or miscalculations causing disruptions of operations, including
a temporary inability to process transactions or engage in normal business
activities.








                                        8

<PAGE>   10


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                    PERIODS ENDED MARCH 31, 1998 COMPARED TO
                          PERIODS ENDED MARCH 31, 1997


LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

The Company has completed an assessment and has in place a Year 2000 compliance
plan which includes updates and revisions to existing software, and the
installation of replacement software. The Company's Year 2000 plan is to ensure
that there are no data-related failures associated with computer hardware,
computer software, business equipment, control systems or its relationships with
business partners. The Company has implemented a corporate project team and is
using internal and external resources for testing and acceptance of software and
hardware. The Company has been aggressively addressing Year 2000 compliance
since 1996 and is on schedule to have the conversion completed according to
plan.





























                                        9

<PAGE>   11



                           PART II - OTHER INFORMATION


Item 1.     Legal Proceedings

            The Company's insurance subsidiaries, like other insurance
            companies, are currently defendants in lawsuits that involve claims
            for punitive, exemplary, or other extracontractual damages, which
            are for amounts substantially in excess of the actual damages
            sought. Management considers such litigation, regrettably, to be of
            the type to which insurance companies are usually and customarily
            subjected to in the ordinary course of business and, to date, the
            settlement of such claims of this nature have not been material to
            the financial position of the Company. In the opinion of management,
            based on the currently ascertained facts of the pending litigation
            which the Company intends to vigorously defend, the ultimate
            resolution of such litigation should not be material to the
            financial position of the Company.

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

            (a)     Exhibits

                    27 Financial Data Schedule (for SEC purposes only)


























                                       10

<PAGE>   12


                           PART II - OTHER INFORMATION


                                   SIGNATURES


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


                  AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
                                  (REGISTRANT)




Date         5/14/98                     /s/ C. Richard Morehead
     --------------------    --------------------------------------------------
                             C. Richard Morehead, President and Chief
                             Operating Officer (Authorized Officer)





Date         5/14/98                     /s/ John K. Anderson, Jr.
     --------------------    --------------------------------------------------
                             John K. Anderson, Jr., Executive Vice President and
                             Chief Financial Officer (Principal Financial and
                             Accounting Officer)




























                                       11