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SECURITIES AND EXCHANGE  COMMISSIONWashington, D.C. 20549

________________

**Form 10Q**___________
 

QUARTERLY REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the  fiscal quarter ended

**September 30, 2002**

Commission file number:  000-29778

**Merry Land Properties,  Inc.**

 
State      of Incorporation: GeorgiaI.R.S.        Employer Identification Number: 58-2412761
________________

P.O. Box 1417Augusta, Georgia(Address of Principal Executive Offices)
706      722-675630903(Registrant’s      Telephone(Zip        Code)Number,      Including Area Code)
 
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 twelve  months, and (2) has been subject to such filing requirements for the past ninety  days: Yes X . No____.
The number of shares  of common stock outstanding as of October 31, 2002 was 2,755,685.

Form 10-Q  – Merry Land Properties, Inc.Index
PART I. FINANCIAL  INFORMATIONPage
Item 1. Financial  Statements
Consolidated          Balance Sheets – September 30, 2002 and December 31, 20013Consolidated          Statements of Income – three months ended September 30, 2002 and 2001 and          nine months ended September 30, 2002 and 20014Consolidated          Statements of Cash Flows – nine months ended September 30, 2002and 20015Notes to Consolidated          Financial Statements6Item 2. Management’s      Discussion and Analysis of Financial Condition and Results of Operations10Item 3. Quantitative        and Qualitative Disclosures about Market Risk16Item 4. Controls        and Procedures17
 

PART II. OTHER  INFORMATIONItem 1. Legal        Proceedings18Item 2. Changes        in Securities and Use of Proceeds18Item 3. Defaults        upon Senior Securities18Item 4. Submission        of Matters to a Vote of Security Holders18Item 5. Other        Information18Item 6. Exhibits        and Reports on Form 8-K19
 
SIGNATURES20
 
Form 10-Q – Part I. Financial  InformationItem 1 – Financial Statements

Merry Land Properties,  Inc. and SubsidiariesCONSOLIDATED BALANCE SHEETS
                                                                                   Unaudited                                                                               September 30, 2002      December 31, 2001                                                                              ---------------------  -------------------- ASSETS      Real estate assets, at cost:      Land held for mining, development and sale                                  $   4,188,573          $  4,658,330      Apartments                                                                     97,807,330            78,844,915      Apartments for sale                                                             7,270,331             7,078,875      Commercial rental property                                                      3,337,473             2,564,034      Furniture and equipment                                                         2,006,526             1,971,482      Development in progress                                                        12,021,354            21,828,302                                                                              ---------------------  --------------------           Total cost                                                               126,631,587           116,945,938      Accumulated depreciation and depletion                                        (18,721,207)          (16,492,470)                                                                              ---------------------  --------------------                                                                                    107,910,380           100,453,468 INVESTMENT IN JOINT VENTURES                                                         1,570,199               421,932 CASH AND CASH EQUIVALENTS                                                            2,862,500             3,601,636 ESCROWED CASH                                                                        2,162,367             1,963,745 OTHER ASSETS      Assets of discontinued operations                                                       -            10,867,588      Notes receivable                                                                  346,018               377,867      Deferred loan costs                                                             1,381,023             1,393,741      Other receivable                                                                  332,383               375,036      Deferred tax asset                                                              2,382,373             4,140,846      Other                                                                             308,597               105,310                                                                              ---------------------  --------------------                                                                                      4,750,394            17,260,388                                                                              ---------------------  -------------------- TOTAL ASSETS                                                                     $ 119,255,840          $123,701,169                                                                              =====================  ==================== NOTES PAYABLE     Liabilities of discontinued operations                                       $           -          $ 13,681,491     Construction loans                                                              24,848,452            19,438,919     Mortgage loans                                                                  70,918,482            70,340,145                                                                              ---------------------  --------------------                                                                                     95,766,934           103,460,555 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES      Accrued interest                                                                  600,217               694,166      Accrued property taxes                                                            761,476               563,816      Deferred revenue                                                                        -                28,747      Construction retainage                                                          1,672,640             1,431,717      Payables and accrued liabilities                                                1,721,259             1,774,708                                                                              ---------------------  --------------------                                                                                      4,755,592             4,493,154 STOCKHOLDERS’ EQUITY      Common stock, at $1 stated value, 2,755,685 and 2,714,086 shares issued      and outstanding at September 30, 2002 and December 31, 2001, respectively       2,755,685             2,714,086      Capital surplus                                                                10,024,062             9,686,018      Unamortized compensation                                                       (1,786,675)           (1,725,590)      Cumulative undistributed net earnings                                           8,098,318             5,245,288      Receivable from ESOP                                                             (358,076)             (172,342)                                                                              ---------------------  --------------------                                                                                     18,733,314            15,747,460                                                                              ---------------------  -------------------- TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY                                       $ 119,255,840          $123,701,169                                                                              =====================  ====================
The accompanying  notes are an integral part of these consolidated balance sheets.

 
Form 10-Q – Part I. Financial  InformationItem 1 – Financial Statements

Merry Land  Properties, Inc. and SubsidiariesCONSOLIDATED STATEMENTS OF INCOME(Unaudited)
                                                                                   Three months ended                Nine months ended                                                                                      September 30,                    September 30,                                                                              ------------------------------  -------------------------------INCOME                                                                            2002             2001           2002             2001                                                                              --------------  --------------  --------------  ---------------Rental income                                                                  $ 3,869,728      $ 3,647,959    $ 11,205,317     $ 11,097,948Royalty income                                                                     195,182          155,511         469,211          433,415Interest income                                                                     17,678           21,358          48,072          119,280Management fees                                                                    100,965          181,610         304,149          400,494Development fees                                                                    12,000                -         124,000           20,000Sale of condominiums                                                                     -          579,700         561,836        1,081,700Gain on sale of apartments                                                               -        1,999,259               -        1,999,259Gain on sale of land                                                                     -                -          98,742                -Sale of mitigation credits                                                          49,250                -         176,211                -Other income                                                                       129,311             (368)        109,129           31,460                                                                              --------------  --------------  --------------  ---------------                                                                                 4,374,114        6,585,029      13,096,667       15,183,556EXPENSESRental expense                                                                   1,421,469        1,356,841       4,073,514        4,074,515Cost of condominiums sold                                                                -          422,558         500,325          860,685Interest expense                                                                 1,440,241        1,324,551       3,945,989        4,069,001Depreciation                                                                       872,359          605,567       2,124,863        1,716,906Amortization                                                                        27,003           17,823          73,161           56,489General and administrative expense                                               1,010,014          990,865       3,116,929        2,729,273                                                                              --------------  --------------  --------------  ---------------                                                                                 4,771,086        4,718,205      13,834,781       13,506,869                                                                              --------------  --------------  --------------  ---------------INCOME FROM CONTINUING OPERATIONS BEFORE TAXES                                    (396,972)       1,866,824        (738,114)       1,676,687Income tax benefit                                                                (146,906)         707,151        (272,777)         636,614                                                                              --------------  --------------  --------------  ----------------INCOME FROM CONTINUING OPERATIONS                                                 (250,066)       1,159,673        (465,337)       1,040,073Income from apartments sold or held for sale, net of income tax expense of     $4,202 and $76,677 for the third quarter 2002 and 2001, respectively     and $24,168 and $110,677 for the first nine months in 2002 and 2001,            6,875          106,811          77,316          253,753     respectivelyGain from sale of apartments, net of $1,983,923 in income taxes                          -                -       3,241,053                -                                                                              --------------  --------------  --------------  ----------------INCOME FROM DISCONTINUED OPERATIONS                                                  6,875          106,811       3,318,369          253,753NET INCOME COMMON                                                              $  (243,191)     $ 1,266,484    $  2,853,032     $  1,293,826                                                                              ==============  ==============  ==============  ================WEIGHTED AVERAGE COMMON SHARES     Basic                                                                       2,354,806        2,282,053       2,352,139        2,281,386     Diluted                                                                     2,354,806        2,467,312       2,352,139        2,445,469EARNINGS FROM CONTINUING OPERATIONS PER COMMON SHARE     Basic                                                                     $     (0.11)     $      0.51    $      (0.20)    $       0.46     Diluted                                                                   $     (0.11)     $      0.47    $      (0.20)    $       0.43EARNINGS FROM DISCONTINUED OPERATIONS PER COMMON SHARE     Basic                                                                     $         -      $      0.05    $       1.41     $       0.11     Diluted                                                                   $         -      $      0.04    $       1.41     $       0.10EARNINGS PER COMMON SHARE     Basic                                                                     $     (0.10)     $      0.55    $       1.21     $       0.57     Diluted                                                                   $     (0.10)     $      0.51    $       1.21     $       0.53
The accompanying  notes are an integral part of these statements.

 

Form 10-Q – Part I. Financial  InformationItem 1 – Financial Statements

Merry Land  Properties, Inc. and SubsidiariesCONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)
                                                                                Nine months ended September 30,                                                                              ------------------------------------                                                                                    2002                2001CASH FLOWS FROM OPERATING ACTIVITIES:                                         ----------------    ----------------Net income                                                                       $ 2,853,032        $ 1,293,826Adjustments to reconcile net income to net cash provided by operatingactivities:Income from discontinued operations, net of taxes                                 (3,318,369)          (253,753)Deferred income tax benefit                                                         (272,777)           636,614Cost of condominium sold                                                             500,325            860,685Gain on sale real property and land                                                  (98,742)        (1,999,259)Depreciation and amortization expense                                              2,198,024          1,773,395Amortization of compensation element of restricted stock grants                      272,059            242,949Increase in other assets                                                            (203,287)          (165,553)Increase in net payables and liabilities                                             141,197            607,361                                                                              ----------------    ----------------     Net cash provided by operating activities                                     2,071,462           2,996,265CASH FLOWS FROM INVESTING ACTIVITIES:Expenditures for development                                                      (8,304,300)        (12,866,584)Net sales and purchases of real property and land                                    102,600           6,544,242Capitalized costs, improvements and replacements                                  (1,545,151)         (1,102,646)(Increase) decrease in receivable from ESOP                                         (185,734)            240,830(Investments in) distributions from joint ventures                                (1,148,267)             37,596Payments received on notes receivable                                                 31,849              59,563                                                                              ----------------    ----------------     Net cash used in investing activities                                       (11,049,003)         (7,086,999)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from term loan                                                                    -             289,564Proceeds from construction loans                                                   5,409,533           9,468,087Repayment of line of credit                                                                -          (1,500,000)Proceeds from mortgage loan                                                        1,070,000                   -Repayments of mortgage loans                                                        (446,361)         (6,821,561)Decrease in deferred loan costs                                                            -            (311,800)(Increase) decrease in escrows                                                      (601,027)             79,534                                                                              ----------------    ----------------Net cash provided by financing activities                                          5,432,145           1,203,824CASH FLOWS FROM DISCONTINUED OPERATIONS:                                           2,806,260             651,268NET DECREASE IN CASH                                                             $  (739,136)       $ (2,235,642)CASH AT BEGINNING OF PERIOD                                                      $ 3,601,636        $  4,452,189                                                                              ----------------    ----------------CASH AT END OF PERIOD                                                            $ 2,862,500        $  2,216,547                                                                              ================    ================Interest paid:                                                                   $ 5,616,951        $  6,020,957Income taxes paid:                                                               $         -        $        487
**Merry Land Properties,  Inc. and Subsidiaries  Notes To Consolidated Financial Statements**

*1. Organization*

          Merry Land Properties,  Inc. was formed on September 3, 1998, as a corporate subsidiary of Merry Land  & Investment Company, Inc. On October 15, 1998, the common stock of Merry  Land Properties was spun off to the common shareholders of Merry Land &  Investment Company on the basis of one share of Merry Land Properties stock  for every twenty shares of Merry Land & Investment Company. 
*2. Basis of Presentation*

          The consolidated financial statements  were prepared by Merry Land without audit, but in the opinion of management  reflect all adjustments necessary (which adjustments are of a normal and recurring  nature) for the fair presentation of its financial position as of September  30, 2002 and results of operations for the three and nine month periods ended  September 30, 2002. Results of operations for the interim 2002 period are not  necessarily indicative of results expected for the full year. Certain information  and disclosures have been condensed or omitted pursuant to the rules and regulations  of the Securities and Exchange Commission; Merry Land believes that the disclosures  herein are adequate to make the information presented not misleading.

          These financial statements should  be read in conjunction with the audited financial statements and notes included  in Merry Land’s latest annual report on Form 10K for the fiscal year ended December  31, 2001.

*3. Equity Investment in Joint Venture*

          In September 2002,  Merry Land invested $1.1 million to acquire a 35% interest in Merritt at Godley  Station, LLC, a newly created joint venture with a third party investor. The  joint venture purchased 51.9 acres located in Savannah, Georgia on which it  plans to build up to 600 apartments in two phases in 2003. Merry Land has accounted  for its investment under the equity method of accounting.

*4. Discontinued Operations and Apartment  for Sale*

          On March 12,  2002, Merry Land sold both *Magnolia Villas* and *West Wind* apartments,  located in Savannah, for a total of $16.4 million, recognizing a pretax gain  of $5.2 million. As a result of the sales, the company’s financial statements  have been prepared with these two community’s net assets, results of operations,  cash flows, and their gain from sale isolated and shown as "discontinued  operations". All historical statements have been restated to conform to  this presentation in accordance with statement of Financial Accounting Standard  No. 144.

          Merry Land presently has under contract  *Summit Place*, an apartment community the company considers to have less  opportunity for growth than our remaining communities. Merry Land determined  that *Summit Place* met the criteria for a qualifying disposition in accordance  with Financial Accounting Standard No. 144. We reclassified its carrying amount  to an apartment held for sale for all periods presented in the accompanying  consolidated balance sheets. Additionally, its results of operations were reclassified  as income from discontinued operations in the accompanying consolidated statements  of income for the periods presented.

          *Summit Place’s* net operating  income after depreciation for the first nine months in 2002 was $529 thousand  on gross rents of $1.1 million and operating expense excluding depreciation  of $463 thousand. Its $6.8 million net book value is less than the projected  sales price less closing costs.

Summarized financial information  for the discontinued operations and apartments held for sale are as follows:
                                         Three months ending September 30,        Nine months ending September 30,                                      ----------------------------------------   -------------------------------------                                            2002                  2001              2002                  2001                                      ------------------     -----------------   ----------------     ----------------   Rental income                          $  341,600            $ 1,127,968        $ 1,662,221          $ 3,327,431   Operating expenses                       (174,140)              (401,663)          (763,070)          (1,242,447)   Depreciation                              (13,685)              (119,285)          (137,278)            (411,697)                                      ------------------     -----------------   ----------------     ----------------   Operating income                          153,775                607,020            761,873            1,673,287   Interest expense                         (140,992)              (416,288)          (628,429)          (1,242,447)   Amortization expense                       (1,700)                (7,254)            (8,801)             (21,760)                                      ------------------     -----------------   ----------------     ----------------   Income before taxes                        11,083                183,478            124,643              409,080   Income tax expense                         (4,208)               (76,667)           (47,327)            (155,328)                                      ------------------     -----------------   ----------------     ----------------   Net income after taxes                 $    6,875            $   106,811        $    77,316          $   253,752                                      ==================     =================   ================     ================                                      September 30, 2002     December 31, 2001                                      ------------------     -----------------   Apartments sold or held for sale       $7,270,331            $20,197,114   Accumulated depreciation                 (500,321)            (2,607,581)                                      ------------------     -----------------        Net book value                     6,770,010             17,589,533   Mortgage debt                          (6,913,250)           (20,640,043)                                      ------------------     -----------------        Net liabilities                   $ (143,240)           $(3,050,510)                                      ==================     =================
          In August 2001, Merry  Land sold the 248 unit *Woodcrest* apartment community. This former community  is not included as part of discontinued operations. The community's net operating  income after depreciation for the first nine months of 2001 was $513 thousand  on gross rents of $985 thousand and operating expense excluding depreciation  of $365 thousand. Interest expense was $314 thousand for this period.

*5. Earnings Per Share and Share  Information*

          Basic earnings per common share  is computed on the basis of the weighted average number of shares outstanding  during each period excluding unvested shares issued to employees under our Management  Incentive Plan. Diluted earnings per share is computed giving effect to dilutive  stock equivalents resulting from outstanding options and restricted stock using  the treasury stock method. Since Merry Land had losses from continuing operations  for both periods presented in 2002, all stock equivalents were antidilutive during this period  and should be excluded from weighted shares outstanding.

          A reconciliation of the average  outstanding shares used in the four calculations is as follows:
                                                    Three months ended Sept. 30,       Nine months ended Sept. 30,                                                   ------------------------------   ---------------------------------                                                         2002             2001            2002              2001                                                   ----------------  ------------   ----------------  ---------------     Weighted average shares outstanding-basic        2,354,806        2,282,053       2,352,139          2,281,386     Dilutive potential common shares                   205,758 (1)      185,259         190,889 (1)        164,083                                                   ----------------   -----------   ----------------  ---------------     Weighted average shares outstanding-diluted      2,560,564        2,467,312       2,543,028          2,445,469
          (1) Dilutive potential common shares not included because the company was in a loss position for the three and ninemonth periods ended September 30, 2002, respectively.

*6. Segment Information*

          Merry Land has three reportable  segments: Apartment Communities, Commercial Properties and Land, and Third Party  Services. The accounting policies of the segments are the same as those described  in the summary of significant accounting policies in the Form 10K of the year  ended December 31, 2001 as modified to conform with SFAS No. 144.
                                                             Commercial     Third PartyThree months ending September 30, 2002      Apartments        and Land        Services        Corporate      Consolidated                                          ----------------  ------------  --------------  --------------  ----------------Real estate rental revenue                 $  3,739,520     $   130,208     $        -      $         -    $  3,869,728Real estate expense                          (1,350,204)        (71,265)             -                -      (1,421,469)Depreciation and amortization                  (743,462)        (93,693)             -          (62,207)       (899,362)                                          ----------------  ------------  --------------  --------------  ----------------Income from real estate                       1,645,853         (34,750)             -          (62,207)      1,548,895Other income                                          -         256,432        100,965          146,990         504,387                                          ----------------  ------------  --------------  --------------  ----------------Segment income                                1,645,853         221,682        100,965           84,783       2,053,282Interest expense                                      -               -              -       (1,440,241)     (1,440,241)General and administrative                     (252,131)       (127,603)      (158,096)        (472,184)     (1,010,014)                                          ----------------  ------------  --------------  --------------  ----------------Income before taxes                           1,393,722          94,079        (57,131)      (1,827,642)       (396,972)Income tax benefit                                    -               -              -          146,906         146,906Net income-continuing operations              1,393,722          94,079        (57,131)      (1,680,736)       (250,066)Income-discontinued operations                  152,075               -              -         (145,200)          6,875                                          ----------------  ------------  --------------  --------------  ----------------Net income                                 $  1,545,797     $    94,079     $  (57,131)     $(1,825,936)   $   (243,191)                                          ================  ============  ==============  ==============  ================Capital investments                        $ (6,306,032)    $ 2,492,068     $        -      $    13,371    $  3,800,593                                          ================  ============  ==============  ==============  ================Total real estate assets                   $ 89,194,093     $18,555,532     $        -      $   160,755    $107,910,380                                          ================  ============  ==============  ==============  ================                                                             Commercial     Third PartyThree months ending September 30, 2001      Apartments        and Land        Services        Corporate      Consolidated                                          ----------------  ------------  --------------  --------------  ----------------Real estate rental revenue                 $  3,587,187     $    60,772     $        -      $         -    $  3,647,959Real estate expense                          (1,271,734)        (85,107)             -                -      (1,356,841)Depreciation and amortization                  (517,513)        (52,127)             -          (53,750)       (623,390)                                          ----------------  ------------  --------------  --------------  ----------------Income from real estate                       1,797,940         (76,462)             -          (53,750)      1,667,728Other income                                  1,999,284         312,653        181,610           20,966       2,514,513                                          ----------------  ------------  --------------  --------------  ----------------Segment income                                3,797,224         236,191        181,610          (32,784)      4,182,241Interest expense                                      -               -              -       (1,324,551)     (1,324,551)General and administrative                     (299,871)       (104,302)      (261,387)        (325,306)       (990,866)                                          ----------------  ------------  --------------  --------------  ----------------Income before taxes                           3,497,353         131,889        (79,777)      (1,682,641)      1,866,824Income tax benefit                                    -               -              -         (707,151)       (707,151)                                          ----------------  ------------  --------------  --------------  ----------------Net income-continuing operations              3,497,353         131,889        (79,777)      (2,389,792)      1,159,673Income-discontinued operations                  607,932               -              -         (501,121)        106,811                                          ----------------  ------------  --------------  --------------  ---------------- Net income                                $  4,105,285     $   131,889     $  (79,777)     $(2,890,913)   $  1,266,484                                          ================  ============  ==============  ==============  ================Capital investments                        $    105,011     $ 4,429,016     $        -      $    20,994    $  4,555,021                                          ================  ============  ==============  ==============  ================Total real estate assets                   $ 81,698,693     $25,951,164     $        -      $   262,983    $107,912,840                                          ================  ============  ==============  ==============  ================                                                             Commercial     Third PartyNine months ending September 30, 2002       Apartments        and Land        Services        Corporate      Consolidated                                          ----------------  ------------  --------------  --------------  ----------------Real estate rental revenue                 $ 10,883,071     $   322,246     $        -      $         -    $ 11,205,317Real estate expense                          (3,855,910)       (217,604)             -                -      (4,073,514)Depreciation and amortization                (1,811,108)       (197,947)             -         (188,969)     (2,198,024)                                          ----------------  ------------  --------------  --------------  ----------------Income from real estate                       5,216,053         (93,305)             -         (188,969)      4,933,778Other income                                          -         929,675        304,149          157,201       1,391,025                                          ----------------  ------------  --------------  --------------  ----------------Segment income                                5,216,053         836,370        304,149          (31,768)      6,324,803Interest expense                                      -               -              -       (3,945,989)     (3,945,989)General and administrative                     (794,632)       (336,235)      (485,011)      (1,501,051)     (3,116,929)                                          ----------------  ------------  --------------  --------------  ----------------Income before taxes                           4,421,421         500,135       (180,862)      (5,478,808)       (738,116)Income tax benefit                                    -               -              -          272,778         272,778                                          ----------------  ------------  --------------  --------------  ----------------Income from continuing operations             4,421,421         500,135       (180,862)      (5,206,030)       (465,337)Income from discontinued operations           5,986,849               -              -       (2,668,480)      3,318,369                                          ----------------  ------------  --------------  --------------  ----------------Net income                                 $ 10,408,270     $   500,135     $ (180,862)     $(7,874,510)   $  2,853,032                                          ================  ============  ==============  ==============  ================Capital investments                        $ (5,929,935)    $ 9,147,153     $        -      $    35,044    $  3,252,262                                          ================  ============  ==============  ==============  ================Total real estate assets                   $ 89,194,093     $18,555,532     $        -      $   160,755    $107,910,380                                          ================  ============  ==============  ==============  ================                                                             Commercial     Third PartyNine months ending September 30, 2001       Apartments        and Land       Services        Corporate      Consolidated                                          ----------------  ------------  --------------  --------------  ----------------Real estate rental revenue                 $ 10,891,284     $   206,664     $        -      $         -    $ 11,097,948Real estate expense                          (3,797,227)       (277,288)             -                -      (4,074,515)Depreciation and amortization                (1,442,546)       (156,381)             -         (174,468)     (1,773,395)                                          ----------------  ------------  --------------  --------------  ----------------Income from real estate                       5,651,511        (227,005)             -         (174,468)      5,250,038Other income                                  2,034,284         674,430        400,494          115,715       3,224,923                                          ----------------  ------------  --------------  --------------  ----------------Segment income                                7,685,795         447,425        400,494          (58,753)      8,474,961Interest expense                                      -               -              -       (4,069,001)     (4,069,001)General and administrative                     (686,725)       (289,186)      (509,287)      (1,244,074)     (2,729,272)                                          ----------------  ------------  --------------  --------------  ----------------Income before taxes                           6,999,070         158,239       (108,793)      (5,371,828)      1,676,688Income tax benefit                                    -               -              -         (636,614)       (636,614)                                          ----------------  ------------  --------------  --------------  ----------------Income from continuing operations             6,999,070         158,239       (108,793)      (6,008,443)      1,040,073Income from discontinued operations           1,673,287               -              -       (1,419,534)        253,753                                          ----------------  ------------  --------------  --------------  ----------------Net income                                 $  8,672,357     $   158,239     $ (108,793)     $(7,427,977)   $  1,293,826                                          ================  ============  ==============  ==============  ================Capital investments                        $    812,385     $13,195,132     $        -      $    48,271    $ 14,055,788                                          ================  ============  ==============  ==============  ================Total real estate assets                   $ 81,698,693     $25,951,164     $        -      $   262,983    $107,912,840                                          ================  ============  ==============  ==============  ================
Form 10-Q – Part I. Financial Information  Item 2.

**Merry Land Properties,  Inc.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS**

**Recent Events**

          In September, Merry Land invested  $1.1 million to acquire a 35% ownership interest in a newly created joint venture,  *Merritt At Godley Station, LLC*, with a third party investor. The joint  venture purchased 51.9 acres located in Savannah, Georgia on which it plans  to build approximately 600 apartment units. We expect to start construction  next year on the first of two phases.

          In October, Merry Land purchased  three acres of land to add to the eight acre parcel on *Central Park Boulevard*  which we acquired earlier this year in the James Island submarket of Charleston.  The cost of the eleven acres is approximately $1.2 million. We plan to begin  construction on about 200 apartment units at this location next year.

          As part of Merry Land’s continuing  program of disposing of properties that do not meet its investment criteria,  we have agreed to sell *Summit Place*, a 226 unit apartment community in  Charleston. This sale, if consummated, would result in a recognition of gain  and a corresponding increase in our net book value, but would reduce net rental  income generated from apartments until the proceeds could be reinvested in other  income producing properties. The prospective buyer is working to assume the  outstanding mortgage financing.

**Apartments**

          At September 30, 2002 Merry Land  owned or had an interest in 2,043 apartment units in nine communities and 306  completed units from two communities under construction. These communities are  described in the following table. 
                                                                Nine months ended September 30,                                                     ---------------------------------------------------------                                                      Average Occupancy (1)         Average Rental Rate (2)                                                    --------------------------    ---------------------------          Community                        Units        2002          2001            2002            2001                                         ---------  ------------   -----------    -------------   -----------         Wholly Owned Communities         Merritt at James Island (3)          230        78%            23%          $1,057           $985         Quarterdeck                          230        96%            97%             777            785         Summit Place                         226        96%            96%             548            568         Waters Edge                          200        97%            97%             644            668         Windsor Place                        224        96%            96%             648            665                                         ---------  ------------   -----------    -------------   -----------           Total-Charleston                 1,110        93%            81%             738            737         Greentree                            194        95%            96%             668            659         Hammocks at Long Point               308        95%            97%             883            883         Huntington                           147        97%            97%             678            669         Marsh Cove                           188        96%            97%             761            746         Merritt at Whitemarsh (4)            241        20%             -            1,059              -                                         ---------  ------------   -----------    -------------   -----------           Total-Savannah                   1,078        79%            97%             834            763           Total-wholly owned               2,188        86%            88%          $  786           $748         Joint Venture Communities         Cypress Cove (5)                     326        85%            96%          $  795           $781                                         ---------  ------------   -----------    -------------   -----------           Total-joint venture                326        85%            96%          $  795           $781           Total-all                        2,514        86%            89%          $  787           $753
(1)  The average physical    occupancy at each month end for the period held.    (2)  The weighted average monthly rent charged for occupied owned units and rents asked    for unoccupied owned units at September 30.    (3)  Community under construction with 212 of the 230 total units placed in service at September    30, 2002.    (4)  Community under construction with 94 of the 241 total units placed in service at September    30,2002.    (5)  Merry Land holds a 10% interest in this apartment community.

**Results of Operations for the Nine  Months Ended September 30, 2002 and 2001**

*          Rental Operations-All Apartments.  The following table describes the operating performance of Merry Land’s wholly  owned apartment communities including both *West Wind* apartments  and *Magnolia Villa* apartments which were sold in March 2002 and  also *Woodcrest* apartments which was sold in August 2001. (Dollars in  thousands, except average monthly rent)                                                                              Nine months ended September 30,                                                      %          Change from     -----------------------------------                                                   Change        2001 to 2002          2002              2001                                                -------------- ----------------- -----------------  ----------------         Rental income                               (12)%          $(1,674)         $12,545           $ 14,219         Operating expenses                           (8)%             (421)           4,619              5,040         Depreciation                                  5 %               94            1,948              1,854                                                -------------- ----------------- -----------------  ----------------         Total expenses                               (5)%             (327)           6,567              6,894         Operating income after depreciation         (18)%          $(1,347)         $ 5,978            $ 7,325         Average occupancy (1)                           -             (3.8)%           92.9%              96.7%         Average monthly rent (2)                     4.3%          $    31          $   757            $   726         Expense ratio (3)                               -              1.4 %             37%                35%
(1) Represents  the average physical occupancy at each month end for the period held.  (2)  Represents weighted average monthly rent charged for occupied units  and rents asked for unoccupied units at September 30  (3)  Represents total operating expenses divided by rental revenues.

          Operating  income after depreciation for the third quarter 2002 totaled $1.8 million, down  $603 thousand from $2.4 million in 2001. In the third quarter of 2002, rental  income decreased 13% to $4.1 million from $4.7 million in 2001 and operating  expense decreased 9% to $1.5 million from $1.7 million. These decreases were  primarily due to the sale of the three apartment communities but were offset  by additional net income from the units placed in service at the *Merritt  at James Island*and*Merritt at Whitemarsh*developments.

          Construction on the *Merritt at  James Island* in Charleston has drawn to a close with the last building being  delivered in November 2002. The total construction cost on the 230 unit development  is approximately $17.9 million. Operating income after depreciation for the  first nine months in 2002 was $342 thousand on gross rents of $1.1 million and  operating expenses of $412 thousand.

          Construction has been completed  on 114 of the 241 total units at *Merritt at Whitemarsh* in Savannah. The  total construction cost will be approximately $19.8 million and should be completed  by the second quarter 2003. The operating loss after depreciation for the first  nine months in 2002 was $117 thousand on gross rents of $789 thousand and operating  expenses of $122 thousand.

          Operating income after depreciation  from both *West Wind* and *Magnolia Villas* totaled $275 thousand  for the first nine months in 2002 and $1.1 million in 2001. Rental income for  these two communities was $566 thousand in 2002 and $2.2 million in 2001. 

Operating income after depreciation  from *Woodcrest* was $513 thousand for the first nine months in 2001 on  rental income of $985 thousand and operating expenses of $365 thousand and operating  expenses before depreciation was $259 thousand and $765 thousand respectively.

          *Rental Operations-Same Store  Apartments. The following table compares the performance of the 1,717 units  of our eight wholly owned residential communities which we owned for the first  nine months of both 2002 and 2001. ("same store" results) (Dollars  in thousands, except average monthly rent; see footnotes above)                                                                                 Nine months ended September 30,                                                    %          Change from     -------------------------------------                                                 Change       2001 to 2002           2002               2001                                               ------------  ----------------  -----------------  ------------------         Rental income                            (1.6)%          $(170)           $10,793             $10,963         Personnel                                (6.8)%            (82)             1,121               1,203         Utilities                                (9.2)%            (30)               297                 327         Operating                                16.2 %             58                415                 357         Maintenance and grounds                  (1.1)%             (9)               796                 805         Taxes and insurance                      10.8 %            117              1,196               1,079         Depreciation                              1.5 %             22              1,487               1,465                                               ------------  ----------------  -----------------  ------------------         Total expenses                            1.5 %             76              5,312               5,236         Operating income after depreciation      (4.3)%          $(246)           $ 5,481             $ 5,727         Average occupancy (1)                       -             (0.7)%             95.8%               96.5%         Average monthly rent (2)                 (0.7)%          $  (5)           $   711             $   716         Expense ratio (3)                           -              1.0 %             35.4%               34.4%
          Same store operating income before depreciation for the first nine months in  2002 was down 3.1% on a revenue decline of 1.6% and an increase in operating  expenses by 1.4%. For the third quarter, net operating income before depreciation  was down 7.5% on 3.4% lower revenues and 4.6% higher expenses. Occupancy at  September 30, 2002 was 94.6%, down from 97.0% a year ago. The higher expenses  are primarily due to the increase in insurance premiums.

          Operating income before depreciation  for the first nine months in 2002 for Charleston was down 5.9% on a revenue  decrease of 2.7% and an increase in operating expenses by 3.4%. The decrease  in revenue was primarily due to a 2.5% decrease in average monthly rent. Operating  income before depreciation for Savannah remained flat on a 1.0% increase in  average monthly rents and a 0.9% decrease in average occupancy.

          Our apartment markets are suffering  through a difficult time as a struggling economy has slowed job growth while  low interest rates have encouraged home ownership at the expense of apartment  rentals. As a result occupancy has fallen and discounting of rents is prevalent.  Conditions in our industry will improve when the economy begins to expand and  when mortgage rates move up.

          *Rental Operations-Commercial.  The company owns three commercial properties in the Augusta area whose overall  occupancy was approximately 80% at September 30, 2002. In March, we relocated  our corporate offices from the Ellis Street office building to the newly renovated  space in our Leonard Building, also in downtown Augusta.
          Operating income before depreciation  was $146 thousand in 2002 compared to breakeven in 2001. The increase is primarily  due to the new lease on our Ellis Street building.

          *Land.*We own 4,131 acres  of unimproved land, of which 2,948 acres are subject to clay and sand mining  leases. At the end of last year, we established a 392 acre wetlands mitigation  bank within our 2,848 acre Brickyard Tract in Augusta, which permanently sets  aside this area as a wildlife and ecological preserve. In the first nine months  of 2002 we sold 124 of the 129 currently available mitigation credits for a  total of $258 thousand; recognizing a gain of $176 thousand. Additional credits  will become available for sale upon the completion of specified improvements  to the property.

          Other  land income, for the most part mineral royalties, was $423 thousand for the  first nine months in 2002 up slightly from $374 thousand in 2001.

          *Property Management Fees.*Management fee income decreased in the first nine months of 2002 to $304  thousand from $401 thousand the same period in 2001. The total units managed  were 1,476 at the end of the third quarter 2002, down 880 units from 2,356 units  in 2001. 

          *Development  Fees.*Development fee income was $124 thousand for the  first nine months 2002, up from $20 thousand in 2001.

          *Sale of Land.In January  2002, we sold a 5.7-acre tract of land from the *Brickyard Tract* in Augusta  for $103 thousand, recognizing a pretax gain of $99 thousand.
          *Sale of Condominium.We  have sold six out of the seven condominium units at *214 Calhoun Street*in  Charleston; four units in 2001 and two units in the second quarter of 2002.  Total sales proceeds have been $1.7 million, and we have recognized cumulative  pretax gains of $283 thousand. The pretax gain recognized in 2002 was $62 thousand.
          *Interest Expense.Total  interest expense decreased $718 thousand to $4.6 million for the first nine  months in 2002, from $5.3 million in 2001. The increase in construction loan  interest was more than offset by the increase in interest capitalized related  to our developments and by the decrease in mortgage interest expense resulting  from the sale of the *Woodcrest* apartments in August 2001 and both the  *West Wind Landing*and *Magnolia Villas* apartments in March 2002.  The term loan was paid off in December 2001. (Dollars in thousands for the following  table)                                                                   Nine months ended September 30,                                             Change from        -------------------------------------                                             2001 to 2002            2002                 2001                                           ----------------     ----------------     ----------------         Term loan                             $  (88)            $     -              $    88         Construction loans                       540               1,093                  553         Mortgage loans                          (936)              4,430                5,366                                           ----------------     ----------------     ----------------         Total interest expense                  (483)              5,523                6,006         Capitalized for development             (235)               (949)                (714)                                           ----------------     ----------------     ----------------         Net interest expense                  $ (718)            $ 4,574              $ 5,293
            *General and Administrative Expenses.General and administrative expenses  increased 14% to $3.1 million for the first nine months of 2002 from $2.7 million  in 2001 primarily due to a greater number of corporate employees and an increase  in third party management costs.
          *Loss From Continuing Operations  Before Taxes. The loss from continuing operations before taxes increased  to $738 thousand for the first nine months in 2002 from income of $1.7 million  for 2001. The $2.0 million gain from the sale of *Woodcrest*apartments  in August 2001 accounted for most of the 2001 income. The $275 thousand in gains  from the sale of land and mitigation credits in 2002 were more than offset by  the $193 thousand decrease in net rental income (rental income less rental,  depreciation and interest expense) , the $152 thousand decrease in management  fee and development income and the $388 thousand increase in corporate administrative  expenses.
          *Income From Discontinued Operations.  On March 12, 2002, Merry Land sold both *Magnolia Villas* and *West Wind*  apartments, located in Savannah, for a total of $16.4 million, recognizing a  pretax gain of $5.2 million. Their total cost was $13.1 million and they had  a net book value of $10.9 million. Their total mortgage debt at December 31,  2001 was $13.7 million. Their total net income after interest and income taxes  was $39 thousand and $181 thousand for the first nine months in 2002 and 2001,  respectively.
          Merry  Land presently has under contract *Summit Place* apartments. Its total  cost is $7.3 million and has a net book value of $6.8 million. The total mortgage  debt is $6.9 million. Total net income after interest and item taxes was $38  thousand and $73 thousand for the first nine months in 2002 and 2001, respectively.

          *Funds From Operations.  For the first nine months of 2002 funds from operations totaled $1.9 million  down from $2.3 million in 2001. The reduction in FFO was due primarily to the  sale of *Woodcrest* in August 2001 and both *West Wind Landing*and  *Magnolia Villas* in March 2002. (Dollars in thousands)                                                                           Nine months ended September 30,                                                                         -----------------------------------                                                                               2002               2001                                                                         ----------------   ----------------         (Loss) income from continuing operations                           $  (465)           $ 1,040         Add: depreciation of real estate owned                               2,069              1,657         Add: tax benefit resulting from permanent difference in                157                146            book and tax basis         Less: long term capital gain, net of tax effect                        (61)            (1,236)                                                                         ----------------   ----------------          Funds from continuing operations                                    1,699              1,607         Income from discontinued operations                                  3,318                254         Add: depreciation of real estate owned                                 137                412         Less: gain on sale of apartments, net of tax effect                 (3,241)                 -                                                                         ----------------   ----------------         Funds from discontinued operations                                     214                666         Total funds from operations                                        $ 1,913            $ 2,273                                                                         ================   ================         Weighted average common shares outstanding                   Basic                                                      2,352              2,281                   Diluted                                                    2,543              2,445
            The company believes that funds from operations are an important measure of  its operating performance. Funds from operations do not represent cash flows  from operations as defined by accounting principles generally accepted in the  United States, GAAP, and should not be considered as an alternative to net income,  or as an indicator of the company’s operating performance, or as a measure of  the company’s liquidity. The company defines funds from operations as net income  computed in accordance with GAAP, excluding non-recurring items and net realized  gains (losses), plus depreciation of operating real estate. 

          *Financial Structure.We use debt to finance most of our acquisitions and development activities and,  as a result, are a highly leveraged company. At September 30, 2002 total debt  equaled 84% of total capitalization at cost and 78% of total capitalization  with equity valued at market. (2,755,685 shares outstanding at the September  30, 2002 closing price of $9.94 per share). (Dollars in thousands)                                        Equity at                    Equity at                                         Book            % of         Market           % of                                         Value          Total         Value            Total                                      --------------  -----------  ---------------  ------------          Construction loan             $  24,848         22%         $  24,848         20%          Mortgage loans                   70,918         62%            70,918         58%                                      --------------  -----------  ---------------  ------------          Total debt                       95,767         84%            95,767         78%          Common stock                     18,733         16%            27,392         22%                                      --------------  -----------  ---------------  ------------          Total capitalization          $ 114,499        100%         $ 123,158        100%                                      ==============  ===========  ===============  ============
            *Liquidity.* We expect to meet our short-term liquidity requirements with  working capital, cash provided by operating activities, lines of credit, construction  loans, and the possible sale of land, apartments, or other assets. Our primary  short-term liquidity needs include operating expenses, capital improvements,  and the completion of the *Merritt at Whitemarsh*and the *Merritt at  James Island* development communities. A weak national economy might continue  to affect cash generated by our stabilized communities.

          We expect to meet our long-term  liquidity requirements from a variety of sources including operating cash flow,  additional mortgage loans and other borrowings, the possible sale of apartment  communities and other assets and the issuance and sale of debt and equity securities  in public and private markets. Our long term liquidity needs include the maturity  of the mortgage and term loan debt and the financing of acquisitions and development.

          *Cash Flows.* Cash and  cash equivalents totaled $2.9 million at September 30, 2002, down $739 thousand  from $3.6 million at December 31, 2001. Net cash provided by continuing operations  was $2.1 million but we used an additional $1.7 million for capital improvements  on existing properties and for renovating our new corporate office. Merry Land  also received $2.9 million as a result of the sale of *West Wind* and *Magnolia  Villas*. We spent $2.0 million net of construction loans on the existing  developments, invested $1.1 million in the Merritt at Godley Station development  joint venture, and spent $912 thousand in acquisition and predevelopment costs  for the *Central Park* land. We also received $102 thousand from the sale  of clay land and advanced the ESOP an additional $200 thousand.

          *Critical Accounting Policies.*A critical accounting policy is  one which is both important to the portrayal of a company’s financial condition  and results and requires significant judgment or complex estimation processes.  As Merry Land is in the business of developing, owning and managing apartment  properties, our critical accounting policies relate to cost capitalization,  depreciation and amortization, and impairment of long-lived assets.

          We expense pre-development costs  incurred on a potential project until it becomes probable that the project will  go forward. After a project becomes probable, all subsequently incurred predevelopment  costs are capitalized. If the decision is made to not commence development of  a project that had been deemed probable, all previously capitalized predevelopment  costs are expensed. Once development of the project commences, Merry Land capitalizes  interest, real estate taxes, and certain internal personnel and associated costs  directly related to the project under development and construction based on  the portion of the project which remains under construction. 

          When  a project is completed and placed in service, it is depreciated on a straight-line  basis over its estimated useful life. Projects are depreciated over 5 to 50  years. As required by generally accepted accounting principles, Merry Land periodically  evaluates its real estate assets to determine if there has been any impairment  in their carrying values and records impairment losses if the undiscounted cash  flows estimated to be generated by those assets are less than the assets’ carrying  amounts or there are other indicators of impairment. At September 30, 2002,  Merry Land did not own any real estate assets that were impaired.

          *Inflation.*  Substantially all of our leases are for terms of one year or less, which should  enable us to replace existing leases with new leases at higher rental rates  in times of rising prices. We believe that this would offset the effect of cost  increases stemming from inflation.

          *Forward  Looking Statements. This filing includes statements that 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 regarding  expectations with respect to market conditions, development projects, acquisitions,  occupancy rates, capital requirements, sources of funds, expense levels, operating  performance, and other matters. These assumptions and statements are subject  to various factors, unknown risks and uncertainties, including general economic  conditions, local market factors, delays and cost overruns in construction,  completion and rent up of development communities, performance of consultants  or other third parties, environmental concerns, and interest rates, any of which  may cause actual results to differ from the company’s current expectations.
 

Form 10-Q – Part I. Financial Information  Item 3.

Merry Land Properties,  Inc.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no significant  changes to the company’s reported market risk since December 31, 2001.

 

Form 10-Q – Part I. Financial InformationItem 4.

Merry Land Properties,  Inc.CONTROLS AND PROCEDURES

          Within  the 90 days prior to the date of this report, the Company carried out an evaluation,  under the supervision of the Company's Chief Executive Officer and Chief Financial  Officer and with the participation of the Company's management, including the  of the effectiveness of the design and operation of the Company's disclosure  controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that  evaluation, the Chief Executive Officer and Chief Financial Officer concluded  that the Company's disclosure controls and procedures are effective in timely  alerting them to material information relating to the Company required to be  included in the Company's periodic Securities and Exchange Commission filings.  No significant changes were made in the Company's internal controls or in other  factors that could significantly affect these controls subsequent to the date  of their evaluation.

Form 10-Q - Merry Land Properties,  Inc.PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2. Changes in Securities and  Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information

None

 
Item 6. Exhibits and Reports  on Form 8-K

a.Exhibits:
(3.i) Articles    of Incorporation, as amended by Articles of Amendment to Articles of Incorporation    re Series A Redeemable Cumulative Preferred Stock (incorporated herein by    reference to Exhibit 3(i) to the company’s Annual Report on Form 10-K filed    March 31, 2000, file number 000-29778).

(3.ii) By-laws,    as amended on January 28, 1999, (incorporated herein by reference to Exhibit    3(ii) of Item 14 to the company’s Annual Report on Form 10-K for the year    ended December 31, 2000).

(99.1) Certification    of Periodic Financial Report

b.The    registrant filed no form 8K reports during the third quarter of 2002.

 

Form 10-Q - Merry Land Properties,  Inc.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.

 

MERRY  LAND PROPERTIES, INC.

 

 

/s/ Dorrie E. Green  Dorrie E. Green  Vice President and  Chief Financial Officer

November 14, 2002

 

**Certifications**

 

I, Tennent W. Houston, certify that:
- I have reviewed      this quarterly report on Form 10-Q of Merry Land Properties, Inc.;
- 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;
- 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,      the results of operations and cash flows of the registrant as of, and for,      the periods presented in this quarterly report; 
- 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:    - 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;
  - 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
  - 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; 
- 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:    - 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 
  - any fraud, whether or not          material, that involves management or other employees who have a significant          role in the registrant's internal controls; and 
- 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.
By:     /s/ W. Tennent HoustonDate:      November 14, 2002W.      Tennent Houston      Chief Executive Officer  
I, Dorrie E. Green, certify that:
- I have reviewed      this quarterly report on Form 10-Q of Merry Land Properties, Inc.;
- 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;
- 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,      the results of operations and cash flows of the registrant as of, and for,      the periods presented in this quarterly report; 
- 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:    - 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;
  - 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
  - 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; 
- 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:    - 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 
  - any          fraud, whether or not material, that involves management or other employees          who have a significant role in the registrant's internal controls; and 
- 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.

  
By:/s/ Dorrie E. GreenDate:     November 14, 2002Dorrie      E. Green      Chief Financial Officer  ************