SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

 (Mark One)

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

                  For the quarterly period ended March 31, 1998

                                       OR

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


                         Commission file number 0-22557


                                  PEAPOD, INC.
             (Exact name of Registrant as specified in its charter)

             Delaware                                   36-4118175
-----------------------------------         ------------------------------------
  (State or other jurisdiction              (IRS Employer Identification No.)
  of Incorporation or Organization)


                    9933 Woods Drive, Skokie, Illinois 60077
               (Address of principal executive offices) (ZIP Code)

                               (847) 583-9400
             (Registrant's telephone 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  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]


         The number of shares  outstanding  of the  registrant's  common  stock,
$0.01 par value ("Common Stock") as of April 22, 1998 was 16,884,620.



<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.           Financial Statements.


<PAGE>
<TABLE>
<CAPTION>
                                  PEAPOD, INC.
                                 BALANCE SHEETS
                      (in thousands, except for share data)
                                   (unaudited)

                                                                        December 31,       March 31,
                                                                            1997              1998
                                                                        ---------------- --------------
                                 Assets
<S>                                                                          <C>               <C>
Current assets:
     Cash and cash equivalents..........................................     $54,079           $10,061
     Marketable securities..............................................       8,798            43,016
     Receivables, net of bad debt allowance of $352 and $295 as
       of December 31, 1997 and March 31, 1998, respectively............       1,195             1,476
     Prepaid expenses...................................................         444               153
     Other current assets...............................................         228               571
                                                                        ---------------- --------------
          Total current assets..........................................      64,744            55,277
Property and equipment:
     Computer equipment and software....................................       4,499             4,770
     Service equipment and other........................................       1,053             1,285
                                                                        ---------------- --------------
Property and equipment, at cost.........................................       5,552             6,055
     Accumulated depreciation...........................................      (2,301)           (2,722)
                                                                        ---------------- --------------
Net property and equipment..............................................       3,251             3,333
Capitalized software development costs..................................         998             1,273
Goodwill, net of accumulated amortization of $174 and $184
   as of December 31, 1997 and March 31, 1998, respectively.............         117               107
                                                                        ---------------- --------------
          Total assets..................................................     $69,110           $59,990
                                                                        ================ ==============
                  Liabilities and Stockholders' Equity Current liabilities:
     Accounts payable...................................................     $ 7,514           $ 3,614
     Accrued compensation...............................................       1,258               902
     Other accrued liabilities..........................................         926               754
     Current deferred service fees......................................       1,969             1,606
     Current obligations under capital lease............................         727               670
                                                                        ---------------- --------------
          Total current liabilities.....................................      12,394             7,546
Deferred service fees...................................................       1,212             1,021
Obligations under capital lease, less current obligations...............         701               561
                                                                        ---------------- --------------
          Total liabilities.............................................      14,308             9,128
Stockholders' equity:
     Preferred stock, $.01 par value, authorized 5,000,000
        shares, none issued and outstanding.............................         --                --
     Common stock, $.01 par value, 50,000,000 shares authorized,
          16,852,557 and 16,881,629 shares issued and outstanding at
          December 31, 1997 and March 31, 1998, respectively............         169               169
     Additional paid-in capital.........................................      63,148            63,260
     Unrealized gain (loss) on available for sale securities............         --                (71)
     Accumulated deficit................................................      (8,495)          (12,477)
          Treasury stock, 2,000 shares at cost..........................         (19)              (19)
                                                                        ---------------- --------------
          Total stockholders' equity....................................      54,802            50,862
                                                                        ================ ==============
          Total liabilities and stockholders' equity....................     $69,110           $59,990
                                                                        ================ ==============
   See accompanying notes to financial statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                  PEAPOD, INC.
                            STATEMENTS OF OPERATIONS
               (in thousands, except for share and per share data)
                                   (unaudited)

                                                                -------------------------------------------
                                                                       Three months ended March 31,
                                                                -------------------------------------------
                                                                -----------------        ------------------
                                                                      1997                     1998
                                                                -----------------        ------------------

Revenues:
<S>                                                               <C>                       <C>          
     Net product sales.........................................   $       9,216             $      15,495
     Member and retailer services..............................           2,470                     2,793
     Interactive marketing services............................             425                       526
     Licensing services........................................              --                        50
                                                                -----------------        ------------------
          Total revenues.......................................          12,111                    18,864
Costs and expenses:
     Cost of goods sold........................................           8,623                    14,573
     Fulfillment operations....................................           3,870                     5,178
     General and administrative................................             739                     1,365
     Marketing and selling.....................................           1,358                     1,384
     System development and maintenance........................             376                       610
     Depreciation and amortization.............................             212                       463
                                                                -----------------        ------------------
          Total costs and expenses.............................          15,178                    23,573
                                                                -----------------        ------------------
Operating loss.................................................          (3,067)                   (4,709)
Other income (expense):
     Interest expense..........................................             (15)                      (56)
     Interest income...........................................             135                       783
                                                                =================        ==================
Net income (loss)..............................................   $      (2,947)            $      (3,982)
                                                                =================        ==================

Earning per share:
     Basic.....................................................   $       (0.23)            $       (0.24)
     Diluted...................................................   $       (0.23)            $       (0.24)

Shares used to compute net loss per share:
     Basic.....................................................      12,599,133                16,859,437
     Diluted...................................................      12,599,133                16,859,437

  See accompanying  notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                  PEAPOD, INC.
                            STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                                                        Three Months Ended March 31,
                                                                    --------------------------------------

                                                                         1997                  1998
                                                                    ----------------      ----------------
<S>                                                                   <C>                   <C>
Cash flows from operating activities:

    Net loss.......................................................   $     (2,947)         $     (3,982)

    Adjustments to reconcile net loss to net cash used in operating activities:

        Depreciation and amortization..............................            212                   463

        Stock and options issued for services rendered.............            428                    45

        Changes in operating assets and liabilities:

            (Increase) decrease in receivables, net................           (648)                 (281)

            (Increase) decrease in prepaid expenses................           (136)                  292

            (Increase) decrease in other current assets............             11                  (343)

            Increase (decrease) in accounts payable................           (402)               (3,900)

            Increase (decrease) in accrued compensation............           (191)                 (356)

            Increase (decrease) in other accrued liabilities.......            422                  (172)

            Increase (decrease) in deferred service fees...........           (108)                 (553)
                                                                    ----------------      ----------------

                Net cash used in operating activities..............         (3,359)               (8,787)

Cash flows from investing activities:

    Property and equipment purchased...............................           (254)                 (462)

    Capitalized software development costs.........................           (151)                 (308)

     Net purchase of marketable securities.........................            --                (34,291)
                                                                    ----------------      ----------------

                Net cash used in investing activities..............           (405)              (35,061)

Cash flows from financing activities:

    Proceeds from issuance of stock, net of offering costs.........            150                   --

    Proceeds from issuance of stock upon exercise of options.......            --                     67

    Payments on capital lease obligations..........................            (82)                 (237)
                                                                    ----------------      ----------------

                Net cash provided by financing activities..........             68                  (170)
                                                                    ----------------      ----------------

Net increase in cash...............................................         (3,696)              (44,018)

Cash and cash equivalents at beginning of period...................         13,039                54,079
                                                                    ================      ================

Cash and cash equivalents at end of period.........................       $  9,343               $10,061
                                                                    ================      ================

                                                                         $       9              $     65


Supplemental disclosure of cash flows information--interest paid

Supplemental disclosures of noncash investing and
    financing activity - equipment on capital leases...............            120                    40
                                                                    ================      ================

            See accompanying  notes to financial statements.

</TABLE>
<PAGE>

                                  PEAPOD, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (unaudited)

1.   Basis of Presentation.  The unaudited interim financial statements included
     herein  have  been  prepared  by the  Company,  pursuant  to the  rules and
     regulations of the Securities  and Exchange  Commission.  Certain notes and
     other  information  normally included in financial  statements  prepared in
     accordance  with  generally  accepted   accounting   principles  have  been
     condensed or omitted  from the interim  financial  statements  presented in
     this  quarterly  report on Form  10-Q in  accordance  with  such  rules and
     regulations.  In the opinion of the Company's management,  the accompanying
     financial  statements  include all  adjustments,  consisting only of normal
     recurring adjustments,  necessary to state fairly the financial position of
     the Company as of March 31,  1998,  and the results of its  operations  and
     cash flows for the periods  indicated.  The results of  operations  for the
     three months  ended March 31, 1998 are not  necessarily  indicative  of the
     results to be expected for the full year.

     These financial  statements  should be read in conjunction with the audited
     financial  statements  and notes  thereto of the Company for the year ended
     December 31, 1997,  which are included in the  Company's  Annual  Report on
     Form 10-K filed with the Securities and Exchange Commission.

2.   Conversion.  Peapod,  Inc.  ("Company")  is  the  successor  to a  business
     originally  founded in 1989 as a Delaware  corporation  and operated  since
     1992 through an Illinois  limited  partnership  ("Peapod  LP"). In December
     1996,  the Company was  incorporated  in  Delaware.  In a  conversion  (the
     "Conversion")  that was  effected  on May 31,  1997  (i) all of the  equity
     interests  in Peapod LP were  transferred  to the Company in  exchange  for
     12,656,417 shares of Common Stock, (ii) Peapod LP was dissolved,  (iii) all
     of the assets and liabilities of Peapod LP were  transferred to the Company
     and (iv) outstanding options and warrants for equity interests in Peapod LP
     were  converted  into options and warrants for shares of Common Stock.  The
     transfer of the assets and  liabilities  of Peapod LP to the  Company  have
     been recorded by the Company at the  historical  carrying  values of Peapod
     LP. On June 16,  1997  ("Offering  Date"),  the  Company  closed an initial
     public  offering of  4,000,000  shares of Common  Stock at $16.00 per share
     generating net proceeds of approximately $58.1 million.

3.   Earnings Per Share.  The Company applies SFAS No. 128,  Earnings Per Share,
     and Securities and Exchange  Commission  Staff  Accounting  Bulletin No. 98
     ("SAB 98") in  computing  earnings  per share.  Basic net loss per share is
     computed using the weighted  average  number of common shares  outstanding.
     Diluted net loss per share is computed using the weighted average number of
     common  shares  outstanding  and  equivalent  shares  based on the  assumed
     exercise of stock options and warrants  (using the treasury  stock method).
     Prior  periods'  net loss per share has been  restated  to  conform  to the
     requirements of SFAS No. 128 and SAB 98.

4.   Reclassifications.  Certain prior year balances have been  reclassified  to
     conform  with the current year  presentation  (i.e.,  in the first  quarter
     ended March 31, 1998 and March 31, 1997,  grocery discounts of $922,000 and
     $593,000,  respectively  have been  reclassified  from Member and  retailer
     services to a reduction in Cost of goods sold).


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


RESULTS OF OPERATIONS
<TABLE>
<CAPTION>

         The following table sets forth certain unaudited financial  information
from the Statements of Operations as a percentage of total revenues:

                                                                ----------------   ---------------------
                                                                     1997                1998
                                                                ----------------   ---------------------
<S>                                                                        <C>                  <C>
Revenues:
     Net product sales.........................................             76 %                 82 %
     Member and retailer services..............................             20                   15
     Interactive marketing services............................              4                    3
     Licensing services........................................             --                    0
                                                                ----------------   ------------------
          Total revenues.......................................            100                  100
Costs and expenses:
     Cost of goods sold........................................             71                   77
     Fulfillment operations....................................             32                   28
     General and administrative................................              6                    7
     Marketing and selling.....................................             11                    7
     System development and maintenance........................              3                    3
     Depreciation and amortization.............................              2                    3
                                                                ----------------   ------------------
          Total costs and expenses.............................            125                  125
                                                                ----------------   ------------------
Operating loss.................................................            (25)                 (25)
Other income (expense):
     Interest expense..........................................              0                    0
     Interest income...........................................              1                    4
                                                                ================   ==================
Net loss.......................................................            (24)%                (21)%
                                                                ================   ==================

</TABLE>

Comparison of Three Months Ended March 31, 1998 and March 31, 1997


         Net product sales. Net product sales, which is revenue form the sale of
groceries and other products to members, increased by 68% from $9,216,000 in the
quarter ended March 31, 1997 to $15,495,000 in the quarter ended March 31, 1998.
This  increase  was  principally  due to a 61% increase in the number of orders,
from 84,800 in the quarter  ended March 31, 1997 to 136,600 in the quarter ended
March 31, 1998. Membership, measured as customers transacting within the last 12
months,  increased 89% from 54,800 members at March 31, 1997 to 103,800 at March
31,  1998.  The  Company  has  historically  used a more  narrow  definition  of
membership including only those customers transacting within a particular month.
Under the historical  definition,  membership increased 76% from 43,200 at March
31, 1997 to 76,000 at March 31, 1998. The Company's new membership definition is
designed to accommodate alternative consumer offerings and to be more consistent
with other Internet-based companies.  Increases in the Company's membership base
and orders resulted largely from increased penetration in exiting markets (i.e.,
Boston,  Chicago,  Columbus and San Francisco) and the development of the Peapod
service in new markets since March 31, 1997 (i.e., Houston, Dallas, and Austin).

         Member  and  retailer  services.  Revenues  from  member  and  retailer
services include subscription, service and other fees paid by members and retail
partners related to Peapod's online shopping and delivery operations.  Fees from
such services  increased 13% from $2,470,000 in the quarter ended March 31, 1997
to $2,793,000  in the quarter  ended March 31, 1998.  This increase is primarily
attributable  to (i) higher  grocery  volumes and order  quantities and (ii) the
increasing  size  of the  Company's  membership  base.  Discounts  on  groceries
received  from  retailers  have  been  reclassified  as a  reduction  in Cost of
groceries sold.

         Interactive  marketing  services.  Revenues from interactive  marketing
services include fees from consumer goods companies for interactive advertising,
promotion and research  services.  Fees from such services increased by 24% from
$425,000  in the quarter  ended March 31, 1997 to $526,000 in the quarter  ended
March  31,  1998.  The  increase  is  primarily  due to  growth  in  interactive
sponsorship revenue during the period.

         Cost of goods sold.  Cost of goods sold  includes  groceries  and other
products purchased on behalf of its members, net of returns and discounts.  Cost
of groceries sold increased from  $8,623,000 in the quarter ended March 31, 1997
to $14,573,000 in the quarter ended March 31, 1998, commensurate with the growth
in Grocery sales.

         Fulfillment operations. Fulfillment operations expenses include (i) the
direct costs  relating to the shopping,  packing and delivery of member  orders,
(ii) salaries and overhead expenses of each fulfillment  center,  (iii) salaries
and  overhead  expenses  for each  metropolitan  market  and (iv)  salaries  and
overhead  expenses  for certain  field  support  functions  such as  recruiting,
training,  database  merchandising  and  customer  support.  Grocery  operations
expenses  increased  34% from  $3,870,000 in the quarter ended March 31, 1997 to
$5,178,000  in the  quarter  ended March 31,  1998.  The  increase is  primarily
attributable  to (i) the direct costs of shopping,  packing and  delivering  the
increased  volume of member  orders;  (ii)  salaries and  overhead  expenses for
customer  support  functions to support  increases in the  Company's  membership
base;  and (iii)  salaries and  overhead  expenses  for  additional  fulfillment
centers.

         At March 31, 1998,  Peapod  fulfilled member orders from 40 fulfillment
centers across seven metropolitan  markets serving 6,105,000 households compared
to 41  fulfillment  centers  across six  metropolitan  markets at March 31, 1997
serving 5,057,000  households.  The evolution of the Company's fulfillment model
has resulted in economies of scale as fulfillment centers have been consolidated
into more centralized and dedicated facilities.  In addition, the Atlanta market
ceased operations in the quarter ended March 31, 1998.

         General and administrative.  General and administrative expenses, which
include  corporate staff,  accounting,  finance,  human resources,  and business
development  departments  increased 85% from $739,000 in the quarter ended March
31, 1997 to  $1,365,000  in the quarter  ended March 31,  1998.  The increase is
primarily attributable to compensation-related expenses to support the Company's
growth in these corporate staff functions.

         Marketing and selling.  Marketing and selling expenses include the cost
of member  acquisition and retention  marketing,  such as radio  advertising and
direct  mail,  as well  as  certain  costs  relating  to  public  relations  and
interactive marketing services. The Company expenses all such costs as incurred.
Marketing and selling  expenses  increased by 2% from  $1,358,000 in the quarter
ended March 31, 1997 to $1,384,000 in the quarter ended March 31, 1998.

         System development and maintenance.  System development and maintenance
expenses,  which include new product  development as well as the maintenance and
enhancement  of existing  systems,  increased  62% from  $376,000 in the quarter
ended  March 31, 1997 to $610,000  in the  quarter  ended  March 31,  1998.  The
increase is primarily attributable to increased compensation expenses to support
the  Company's  growth  and its  software  licensing  initiative.  In  addition,
$308,000 of  development  costs were  capitalized  in the first  quarter of 1998
related to the  hand-held  scanner  picking  system and the next  version of the
Company's  consumer  software  compared  to  $151,000 of such costs in the first
quarter of 1997.

         Depreciation and amortization.  Depreciation and amortization increased
118% from  $212,000  in the  quarter  ended  March 31,  1997 to  $463,000 in the
quarter ended March 31, 1998.  This increase is the result of equipment added to
support new members,  fulfillment  centers and new  employees and changes in the
depreciable lives of certain capital assets already in service.

         Other income (expense).  Other income (expense)  includes interest paid
on  capital  leases  and  interest  earned on cash  balances.  Interest  expense
increased  from  $15,000 in the  quarter  ended March 31, 1997 to $56,000 in the
quarter ended March 31, 1998.  Interest  income  increased  from $135,000 in the
quarter  ended March 31, 1997 to $783,000 in the quarter  ended March 31,  1998,
resulting  from the  investment  of proceeds from the issuance of equity in both
1996 and 1997.


LIQUIDITY AND CAPITAL RESOURCES

         Cash used in operating  activities  increased  from  $3,359,000  in the
first three months of 1997 to $8,787,000 in the first three months of 1998.  The
$5,428,000  increase  in  cash  used  in  operating   activities  was  primarily
attributable  to a  $3,900,000  decrease  in accounts  payable and a  $1,035,000
increase in net losses.  As of March 31, 1998,  the Company had  $10,061,000  in
cash and cash equivalents,  and $43,016,000 in marketable  securities.  In 1997,
the Company sold equity which  generated  aggregate net proceeds of $58,846,000,
including $58,120,000 net proceeds from the Company's initial public offering of
Common Stock in June 1997 (the "IPO").  The Company uses its working  capital to
fund ongoing  operations,  marketing  programs and  geographic  expansion and to
further develop its products and services.

         The Company  anticipates  that existing cash and marketable  securities
will be sufficient to fund the Company's operations and capital requirements for
the  foreseeable  future.  However,  no  assurance  can be given  that  changing
business  circumstances will not require additional capital for reasons that are
not currently  anticipated or that the necessary  capital will then be available
to the Company on favorable terms, or at all.

         The Company  believes that  inflation has not had a material  effect on
its operations.

         The  Company  has  evaluated  the  impact of the Year 2000 issue on its
business and does not expect to incur  significant  costs  associated  with Year
2000  compliance  or that Year 2000  issues  will have a material  impact on the
Company's business,  results of operations or financial condition. The Company's
software  systems and  applications  are currently Year 2000 compliant.  Certain
operating  systems of third  party  vendors on which  certain  Company  software
resides are net yet Year 2000 compliant.  However,  these vendors have indicated
to the Company that Year 2000  compliant  upgrades are available and the Company
intends  to  install  these  upgrades  by the end of 1998.  With  respect to its
grocery  retail  partners,  to the  extent  that  any of  the  Company's  retail
partners'  computer  systems  are not  Year  2000  compliant,  the  Company  has
established  alternative  procedures for obtaining relevant retailer information
at a minimal cost to the Company.

RECENTLY ISSUED ACCOUNTING STANDARDS

         On  October  27,  1997  the  American  Institute  of  Certified  Public
Accountants  issued  Statement of Position  ("SOP") No. 97-2,  Software  Revenue
Recognition.   This  SOP  provides  guidance  on  applying   generally  accepted
accounting principles in recognizing revenue on software transactions.  This SOP
supersedes SOP 91-1,  Software  Revenue  Recognition.  This SOP is effective for
transactions entered into in fiscal years beginning after December 15, 1997. SOP
No. 97-2 is not anticipated to have a material impact on the Company's financial
statements.

         In June 1997, the Financial  Accounting Standards Board issued SFAS No.
130, "Reporting Comprehensive Income." The Company is required to adopt SFAS No.
130 for periods  beginning after December 15, 1997.  This statement  establishes
standards for reporting comprehensive income and its components in a full set of
general purpose financial  statements.  The standard requires all items that are
required  to  be  recognized  under   accounting   standards  as  components  of
comprehensive  income be reported in a financial  statement that is displayed in
equal  prominence  with the other  financial  statements.  The  standard  is not
expected to have a material  impact on the  Company's  current  presentation  of
income.

         In June 1997, the Financial  Accounting Standards Board issued SFAS No.
131,  "Disclosures about Segments of an Enterprise and Related Information." The
Company is required to adopt the  disclosures of SFAS No. 131 beginning with its
December  31, 1998  annual  financial  statements.  This  statement  establishes
standards  for the way  companies  are to  report  information  about  operating
segments.  It also establishes  standards for related disclosures about products
and services, geographic areas and major customers.
The Company is currently evaluating the impact of this standard on its financial
statements.


<PAGE>


                                     PART II
                                OTHER INFORMATION



Item 5.           Other Information

                  Safe Harbor Statement under the Private Securities Litigation
                  Reform Act of 1995.

                  Certain  statements in this report relative to markets for the
                  Company's  products and trends in the Company's  operations or
                  financial results, as well as other statements including words
                  such as "anticipate," "believe," "plan," "estimate," "expect,"
                  "intend"    or   other    similar    expression,    constitute
                  "forward-looking  statements"  under  The  Private  Securities
                  Litigation Reform Act of 1995. Such forward-looking statements
                  are  contained  in  "Management's  Discussion  and Analysis of
                  Financial  Condition and Results of  Operations"  and in other
                  portions of this report. Such  forward-looking  statements are
                  subject to known and unknown  risks,  uncertainties  and other
                  factors  which  may  cause  actual  results  to be  materially
                  different  from  those  contemplated  by  the  forward-looking
                  statements.  Such factors include, among other things: (1) the
                  developing  nature of the markets for the  Company's  services
                  and the rapid technological  change relating thereto;  (2) the
                  Company's  relationship  with  its  retail  partners  and  its
                  interactive marketing services and research customers; (3) the
                  Company's  ability to execute its growth  strategies;  (4) the
                  extent to which the  Company is able to attract and retain key
                  personnel;  (5) competition;  (6) general economic conditions;
                  (7)  regulations;  and (8) the risk  factors or  uncertainties
                  listed  from time to time in the  Company's  filings  with the
                  Securities and Exchange Commission.


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

                   (a) Exhibits - The following  exhibits are filed  herewith or
                       are incorporated herein:

                          Exhibit
                            No.             Description
                            27 --            Financial Data Schedule

                   (b)Reports  on Form 8-K - The  Registrant  filed  no  Current
                      Reports  on Form 8-K during the  quarter  ended  March 31,
                      1998.

<PAGE>
                                    SIGNATURE


         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.


                                            Peapod, Inc.
                                           --------------
                                            (Registrant)



April 29, 1997                                  /s/ John P. Miller_____________
                                                  John P. Miller
                                                  Chief Financial and
                                                  Administrative Officer