FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


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


                 For the Quarterly Period Ended April 18, 1998

                         Commission File Number 0-19315

                                Bertucci's, Inc.
             (Exact name of registrant as specified in its charter)


                  Massachusetts                         04-2947209
           (State or other jurisdiction of            (I.R.S. Employer
            incorporation or organization)             Identification Number)


               14 Audubon Road, Wakefield, Massachusetts, 01880
               (Address of principal executive offices)  (Zip Code)


       Registrant's telephone number, including area code: (781) 246-6700


Indicate by check mark whether the registrant (1) has filed all reports required
to be filled by section 13 or 15(d) of the  Securities  Exchange Act of the 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 the filing
requirements for the past 90 days.


                                  Yes X No_____


On May  28,  1998,  8,912,821  shares  of the  registrant's  Common  Stock  were
outstanding.


<PAGE>


                                BERTUCCI'S, INC.

                                    FORM 10-Q

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                            PAGE
PART I: FINANCIAL INFORMATION

        Item 1.  Financial Statements:
        <S>      <C>                                                     <C>
                 1)   Consolidated Condensed Balance Sheets
                      April 18, 1998, and December 27, 1997              4

                 2)   Consolidated Condensed Statements of Operations
                     For Sixteen Weeks Ended April 18, 1998,
                              and April 19, 1997 5

                 3)   Consolidated Condensed Statements of Shareholders'
                      Equity For Sixteen Weeks Ended April 18, 1998      6

                 4)   Consolidated Condensed Statements of Cash
                      Flows For Sixteen Weeks Ended April 18, 1998,
                      and April 19, 1997                                 7

                 5)   Notes to Consolidated Condensed Financial
                      Statements                                         8

        Item 2.  Management's Discussion and Analysis of Results
                 of Operations and Financial Condition                   9-11


PART II:       OTHER INFORMATION                                         12-13

               Item 1.   Legal Proceedings
               Item 2.   Changes In Securities
               Item 3.   Defaults Upon Senior Securities
               Item 4.   Submission Of Matters To A Vote Of Security
                          Holders
               Item 5.   Other Information
               Item 6.   Exhibits And Reports On Form 8-K


SIGNATURES                                                               14
</TABLE>



<PAGE>


                          PART I: FINANCIAL INFORMATION


<PAGE>


                                BERTUCCI'S, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                April 18,         December 27,
                                                   1998                1997
                                              ----------------------------------
                                                       (in thousands)

<S>                                           <C>                 <C>
                                     ASSETS
CURRENT ASSETS:
     Cash and cash equivalents                $       5,395       $       5,755
     Inventories                                      1,110               1,222
     Accounts receivable                                308                 242
     Note receivables                                     4                   4
     Other receivables                                  832                 832
     Prepaid expenses                                   900                 678
     Deferred preopening costs                          343                 434
     Prepaid taxes                                    1,104               1,104
                                              --------------      --------------
          Total current assets                        9,996              10,271
                                              --------------      --------------

PROPERTY AND EQUIPMENT, at cost:
     Land                                             2,902               2,902
     Buildings                                       10,477              10,474
     Leasehold improvements                          76,497              76,045
     Machinery and equipment                         40,613              39,972
     Construction in progress                         1,319                 222
                                              --------------      --------------
                                                    131,808             129,615
     Less - Accumulated depreciation                 40,733              38,090
                                              --------------      --------------
          Net property and equipment                 91,075              91,525
PREPAID TAXES                                         1,865               1,865
OTHER ASSETS                                          1,907               1,855
                                              --------------      --------------
                                              $     104,843       $     105,516
                                              ==============      ==============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
     Notes payable-current                    $          25       $          25
     Accounts payable                                 5,427               5,983
     Accrued expenses                                 1,455               2,384
     Accrued payroll and employee benefits            3,368               3,738
     Accrued taxes                                    2,024               1,880
                                              --------------      --------------
         Total current liabilities                   12,299              14,010
DEFERRED RENT                                         6,764               6,610
NOTES PAYABLE                                             -                  25
LONG-TERM DEBT                                       13,500              13,500
SHAREHOLDERS' EQUITY:
     Preferred stock, $.01 par value -
      Authorized - 200,000 shares, none issued            -                   -
     Common stock, $.005 par value -
      Authorized - 15,000,000 shares
     Issued and outstanding -
      8,896,016 shares at December 27, 1997, and
      8,908,621 shares at April 18, 1998                 45                  45
     Additional paid-in capital                      45,238              45,165
     Retained earnings                               26,997              26,161
                                              --------------      --------------
          Total shareholders' equity                 72,280              71,371
                                              --------------      --------------
                                              $     104,843       $     105,516
                                              ==============      ==============
</TABLE>
     The accompanying notes are an integral part of these consolidated condensed
financial statements.


<PAGE>


                                BERTUCCI'S, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                  Sixteen Weeks Ended
                                     -------------------------------------------
                                        April 18,                  April 19,
                                          1998                       1997
                                     --------------             ----------------
                                           (in thousands, except share data)

<S>                                  <C>                        <C>

NET SALES                            $      43,956              $      40,337
                                     --------------             --------------

COSTS AND EXPENSES:
     Cost of sales                          10,925                     10,118
     Operating expenses                     23,165                     20,945
     General and administrative expenses     3,097                      2,432
     Depreciation and amortization           2,789                      2,719
     Taxes other than income                 2,370                      2,181
                                     --------------             --------------
          Total costs and expenses          42,346                     38,395
                                     --------------             --------------
          Operating income                   1,610                      1,942
INTEREST EXPENSE, net                          299                        367
INTEREST INCOME                                  1                          4
                                     --------------             --------------
     Income before income tax expense        1,312                      1,579
INCOME TAX EXPENSE                             476                        576
                                     --------------             --------------
     Net income                      $         836              $       1,003
                                     ==============             ==============

WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING AND DILUTIVE POTENTIAL
    COMMON SHARES                        9,003,406                  8,883,801
                                     ==============             ==============

EARNINGS PER SHARE
   BASIC AND DILUTED INCOME
    PER COMMON SHARE                 $        0.09              $        0.11
                                     ==============             ==============
</TABLE>
     The accompanying notes are an integral part of these consolidated condensed
financial statements.


<PAGE>


                                BERTUCCI'S, INC.
            CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
                                   (Unaudited)
<TABLE>
<CAPTION>


                             Common Stock      Additional
                         -------------------   Paid-In   Retained  Shareholders'
                           Shares      Par     Capital   Earnings     Equity
                         --------- ---------  ---------  --------- -------------
                                            (in thousands)
<S>                         <C>    <C>        <C>        <C>       <C>

BALANCE, December 27, 1997  8,896  $     45   $ 45,165   $ 26,161  $     71,371
     Issuance of stock          9         -         49          -            49
     Exercise of options        4         -         24          -            24
     Net income                 -         -          -        836           836
                         --------- ---------  ---------  --------- -------------

BALANCE, April 18, 1998     8,909  $     45   $ 45,238   $ 26,997  $     72,280
                         ========= =========  =========  ========= =============
</TABLE>
     The accompanying notes are an integral part of these consolidated condensed
financial statements.

<PAGE>


                                BERTUCCI'S, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                      Sixteen Weeks Ended
                                              ----------------------------------
                                                 April 18,          April 19,
                                                    1998               1997
                                              --------------     ---------------
                                                         (in thousands)
<S>                                            <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                $         836      $       1,003
     Adjustments to reconcile net income
      to net cash provided by
      operating activities
        Depreciation and amortization                  2,906              2,822
        (Increase) decrease in inventories               112                 (7)
        Increase in prepaid expenses,
         accounts receivable, notes
         receivable and other assets                    (298)              (368)
        Decrease in accounts payable                    (556)              (374)
        Increase in accrued expenses and
         deferred rent                                (1,145)               500
        Increase in accrued, deferred and
         prepaid taxes                                   144                198
                                               --------------     --------------
             Net cash provided by operations           1,999              3,774
                                               --------------     --------------

CASH FLOWS USED FROM INVESTING ACTIVITIES:
     Additions to preopening costs                       (63)               (90)
     Additions to property and equipment              (2,299)            (2,179)
     Purchases of liquor licenses                        (45)              (110)
                                               --------------     --------------
             Net cash used by investing
              activities                              (2,407)            (2,379)
                                               --------------     --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Issuance of common stock                             73                 69
     Paydown of debt                                       -             (2,000)
     Decrease in notes payable                           (25)               (25)
                                               --------------     --------------
             Net cash provided by (used by)
              financing activities                        48             (1,956)
                                               --------------     --------------

NET DECREASE IN CASH AND CASH EQUIVALENTS               (360)              (561)
CASH AND CASH EQUIVALENTS, beginning of period         5,755              4,266
                                               --------------     --------------
CASH AND CASH EQUIVALENTS, end of period       $       5,395      $       3,705
                                               ==============     ==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid during the period for ---
             Interest, net of amount
              capitalized                      $         354      $         370
                                               ==============     ==============
             Income taxes                      $         312      $         547
                                               ==============     ==============
</TABLE>
     The accompanying notes are an integral part of these consolidated condensed
finanical statements.


<PAGE>


                                BERTUCCI'S, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                 April 18, 1998



1.   Basis of Presentation

     In the  opinion of  management,  the  accompanying  consolidated  condensed
     financial statements contain all normal recurring adjustments necessary for
     a fair presentation.  The results of operations for the sixteen-week period
     ended April 18, 1998 are not  necessarily  indicative  of the results to be
     expected for the full year.

     The significant  accounting  policies followed by the Company are set forth
     in the notes to  Consolidated  Financial  Statements in the Company's  1997
     Form  10-K  filed  with  the  Securities  and  Exchange  Commission.  These
     financial  statements  should  be read in  conjunction  with the  financial
     statements included in the 1997 Form 10-K.

2.   Earnings Per Share

     During 1997, the Company  adapted the provisions of SFAS No. 128,  Earnings
     Per Share, which was effective for financial  statements for periods ending
     after  December 15,  1997.  SFAS No. 128  requires  replacement  of primary
     earnings  per share  (EPS) with basic EPS,  which is  computed  by dividing
     income  available to common  shareholders by the weighted average number of
     common shares outstanding.  Diluted EPS, which gives effect to all dilutive
     potential common shares outstanding, is also required. For the sixteen-week
     periods  ended  April  18,  1998,  and April 19,  1997,  basis and  diluted
     earnings are the same amount at $0.09 and $0.11, respectively.


<PAGE>


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


     The following table sets forth the percentage  relationship to net sales of
     certain items included in the Company's  income  statements for the periods
     indicated.

<TABLE>
<CAPTION>

                                                    Sixteen Weeks Ended
                                           -------------------------------------
                                             April 18,                April 19,
                                                1998                    1997
                                           -------------            ------------

NET SALES                                         100.0%                  100.0%
                                           -------------            ------------
<S>                                                <C>                     <C>

COSTS AND EXPENSES:
     Cost of sales                                 24.9                    25.1
     Operating expenses                            52.7                    51.9
     General and administrative expenses            7.0                     6.0
     Depreciation and amortization                  6.3                     6.8
     Taxes other than income                        5.4                     5.4
                                           -------------            ------------
          Total costs and expenses                 96.3                    95.2
                                           -------------            ------------
          Operating income                          3.7                     4.8
INTEREST EXPENSE, net                               0.7                     0.9
INTEREST INCOME                                       -                       -
                                           -------------            ------------
          Income before income tax expense          3.0                     3.9
INCOME TAX EXPENSE                                  1.1                     1.4
                                           -------------            ------------
          Net income                                1.9%                    2.5%
                                           =============            ============
RESTAURANT OPERATING DATA:
     Average sales per restaurant
      open for full period                 $      1,685             $     1,680
     Percentage change in average sales
      per restaurant open for full
      period                                        0.3%                  (1.2)%
     Percentage change in comparable
      restaurant sales                              3.2%                   1.0 %


NUMBER OF RESTAURANTS:
     Restaurants open at beginning of period         85                      80
          Restaurants opened during period            -                       1
          Restaurants closed during period            -                       -
                                           -------------            ------------
     Restaurants open at end of period               85                      81
</TABLE>



<PAGE>


          Sixteen Weeks Ended April 18,  1998,  Compared to Sixteen  Weeks Ended
               April 19, 1997


     Net sales  increased  $3.6 million,  or 9.0%, to $44.0 million in the first
quarter of fiscal year 1998,  from $40.3  million in the first quarter of fiscal
year  1997.  The  increase  in net  sales  primarily  came  from  the  five  new
restaurants opened in fiscal year 1997.  Comparative restaurant sales during the
first quarter were positive by 3.2%.  This modest  increase was  attributable to
the milder than normal winter in the Northeast and increased  customer counts in
the Chicago area due to better awareness of the concept.

     Cost of sales,  primarily food and beverages,  increased from $10.1 million
in the sixteen weeks ended April 19, 1997, to $10.9 million in the corresponding
1998 period.  As a percentage  of net sales,  these costs were 25.1% in the 1997
fiscal period, and 24.9% in the 1998 fiscal period. The percentage decrease came
from better buying opportunities and better efficiency at the operations level.

     Restaurant  operating  expenses for the sixteen-week  period increased from
$20.9  million in fiscal year 1997,  to $23.2  million in fiscal year 1998. As a
percentage of net sales,  operating  expenses  increased  from 51.9% in 1997, to
52.7% in the 1998 fiscal period.  The percentage  increase was  attributable  to
increased  labor  costs,  driven by an increase  in the average  wage rate and a
tight  labor  market  as a result of low  unemployment  and  increased  industry
competition.

     General and  administrative  expenses  increased  from $2.4  million in the
sixteen  weeks ended April 19, 1997, to $3.1 million in the  corresponding  1998
period. As a percentage of net sales, general and administrative costs increased
from 6.0% in 1997, to 7.0% in the 1998 fiscal period.  Approximately $300,000 of
the increase in 1998 is attributable  to earlier  advertising  production  costs
than in the prior year.  Advertising  expense for the  remainder  of the year is
expected to be  approximately  $800,000 to $1 million  less than the  comparable
prior period.  The  remainder of the increase was the result of increased  costs
associated with a bonus plan  implemented in 1997, and payroll costs  associated
with training and  development of the managers for the new  restaurant  openings
scheduled for 1998.

     Depreciation and  amortization  expense  decreased,  as a percentage of net
sales, from 6.8% in the 1997 period,  to 6.3% in the 1998  sixteen-week  period.
This  decrease  was  attributable  to the  amortization  expense  on  fewer  new
restaurants.

     Taxes  other than income  increased  from $2.2  million  during the sixteen
weeks ended April 19, 1997,  to $2.4 million in the  corresponding  1998 period,
due to increases in real property taxes and payroll taxes.

     Interest expense  decreased from $367,000 to $299,000 for the sixteen weeks
of 1997 and 1998,  respectively.  This  decrease was  attributable  to the lower
amount of bank  borrowings  and lower  interest  rate  charged  during  the 1998
sixteen-week period.

     The effective  income tax rate  decreased  from 36.5% for the sixteen weeks
ended April 19, 1997,  to 36.3% for the  corresponding  period  ending April 18,
1998.

<PAGE>


                        Liquidity and Sources of Capital

     To date,  the Company has  financed its  expansion  from  operations,  bank
borrowings,   and  the  private   placements  and  public  offerings  of  equity
securities.  The Company does not have significant receivables or inventory. The
Company  receives trade credit based upon  negotiated  terms for purchasing food
and supplies.

     The Company has a bank line-of-credit,  refinanced in November 1997, effect
until  November 30,  2002,  under which it may borrow up to $22.5  million.  The
Company pays a commitment fee to the bank and interest is calculated using LIBOR
plus an applicable LIBOR margin.  The applicable LIBOR margin and the applicable
commitment fee rate for any fiscal quarter shall be determined at the end of the
previous fiscal quarter based on the ratio of Consolidated  Total Funded Debt to
Consolidated EBITDA. Based on the determination of the aforementioned ratio, the
Company will pay between .50% and 1.25% as a LIBOR margin and between  .125% and
 .250% as an applicable  commitment fee rate.  There are no  compensating-balance
arrangements or legal restrictions as to the withdrawal of these funds. At April
19, 1997, and April 18, 1998, the amounts  outstanding under this line-of-credit
were $16.4 million and $13.5 million, respectively.

     During the sixteen  weeks ended April 19,  1997,  and April 18,  1998,  the
Company's  investment  in  property  and  equipment  was $2.2  million  and $2.3
million,  respectively.  The  investments  were  funded  with cash  provided  by
operations  and with the  proceeds of financing  activities.  During the sixteen
weeks ended April 19, 1997, and April 18, 1998, the Company  generated net cash,
from continuing operations, of $3.8 million and $2.0 million, respectively.

     The Company expects to open six restaurants in fiscal year 1998 and five to
six restaurants in fiscal year 1999. The Company expects to expend approximately
$9.0 million in fiscal year 1998, and approximately  $7.5 million in fiscal year
1999 to finance its planned  expansion.  The Company  believes that it will have
sufficient  working  capital and bank  borrowing to finance its  expansion  plan
through the end of fiscal year 1999.

     New Accounting Pronouncements

     In April  1998,  the AICPA  issued its  Statement  of  Position  98-5 ("SOP
98-5"),  Reporting on the Costs of Start-Up  Activities.  SOP 98-5 requires that
costs incurred  during start-up  activities,  including  organization  costs, be
expensed as incurred.  SOP 98-5 is effective for financial statements for fiscal
years  beginning  after  December  15,  1998,   although  early  application  is
encouraged. Initial application of SOP 98-5 should be as of the beginning of the
fiscal year in which it is first  adopted and should be reported as a cumulative
effect of a change in accounting principle.

     The Company  currently  intends to early adopt SOP 98-5 on January 1, 1999.
Upon  adoption,  the Company  estimates it will incur a  cumulative  effect of a
change in accounting  principle that will range from $300,000 to $400,000.  This
estimate primarily includes  unamortized  preopening costs which were previously
amortized over the 12-month period subsequent to a restaurant opening.

     Forward-Looking Information

     Information   and   statements   in  this   Form  10-Q   contains   certain
forward-looking  statements  and  information  relating to the Company  that are
based on the beliefs of the Company's management, as well as assumptions made by
and information currently available to, the Company's  management.  When used in
the Form 10-Q,  words such as "believe",  "expect" and similar  expressions,  as
they relate to the Company or the Company's management, identify forward-looking
statements.  Such  statements  reflect  the current  views of the  Company  with
respect to future  events and are subject to certain  risks,  uncertainties  and
assumptions relating to the operations and results of operations of the Company,
competitive factors and pricing pressures,  shifts in consumer demand, the costs
of products and services, general economic conditions and acts of third parties,
as well as other  factors  described in the Form 10-Q and, from time to time, in
the Company's  periodic  earnings releases and reports filed with the Securities
and  Exchange  Commission.  Should one or more of these  risks or  uncertainties
materialize, or should underlying assumptions prove incorrect, actual results or
outcomes  may vary  materially  from  those  described  herein  as  believed  or
expected.


<PAGE>


                           PART II: OTHER INFORMATION



Item 1.   LEGAL PROCEEDINGS

          After the announcement of the agreement among the Company,  Ten Ideas,
          Inc. and Ten Ideas  Acquisition  Corp.,  pursuant to which the Company
          would be  merged  with Ten Ideas  Acquisition  Corp.  (the "Ten  Ideas
          Merger"), the following three (3) purported class action lawsuits were
          filed in February  1998 in  Massachusetts  Superior  Court against the
          Company and its Board of  Directors in  connection  with the Ten Ideas
          Merger (the "Stockholder  Actions"):  (i) Marietta Brewster, v. Joseph
          Crugnale,  et al.,  Civil Action No.  98-793;  (ii) Sandra  Weiss,  on
          behalf of herself and all others  similarly  situated  v.  Bertucci's,
          Inc.,  et al. Civil Action No.  98-811;  and (iii) Keith  Jamison,  on
          behalf  of  himself  and  all  others  similarly  situated  v.  Joseph
          Crugnale, et al., Civil Action No. 98-877. The Stockholder Action were
          consolidated  into one action on May 21, 1998.  The  plaintiffs  claim
          that  the Ten  Ideas  Merger  is,  or  consummation  thereof  will be,
          wrongful,   unfair,  and  in  breach  of  the  individual  defendants'
          fiduciary duties.  The plaintiffs  alleged that the price per share in
          the Ten Ideas Merger is grossly  inadequate,  that consummation of the
          Ten Ideas  Merger  would be without an auction of the Company or other
          market check, and that the defendants possessed non-public information
          concerning the condition and prospects of the Company.  The plaintiffs
          in the Stockholder  Action seek  preliminary and permanent  injunctive
          relief against the Ten Ideas Merger,  unspecified monetary damages and
          other  relief.  To date,  the  plaintiffs  have not filed a motion for
          preliminary injunction or other preliminary relief.


Item 2.   CHANGES IN SECURITIES

          None

Item 3.   DEFAULTS UPON SENIOR SECURITIES

          None

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None

Item 5.   OTHER INFORMATION

          On Wednesday,  May 13, 1998, the Company  terminated the Agreement and
          Plan of  Merger,  dated as of  February  13,  1998,  by and  among the
          Company Ten Ideas,  Inc. and Ten Ideas  Acquisition  Corp.  Later that
          same day, the Company  entered  into an  Agreement  and Plan of Merger
          with NE Restaurant Company, Inc., a Delaware corporation ("NERC"), and
          NERC   Acquisition   Corp.,   a   Massachusetts   corporation   ("NERC
          Acquisition") (the "Merger  Agreement").  Pursuant to the terms of the
          Merger Agreement, on May 20, 1998, NERC Acquisition commenced a tender
          offer to  purchase  all of the  outstanding  shares  of the  Company's
          common  stock for $10.50 per share.  In the merger to occur  following
          consummation of the tender offer,  each share of the Company's  common
          stock which is  outstanding  and not purchased  pursuant to the tender
          offer will be converted  into the right to receive $10.50 per share in
          cash.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

               Exhibit 27:   Financial Data Schedule

          (b)  Reports on Form 8-K

               The Company  filed a Current  Report on Form 8-K on February  26,
               1998,  to report the execution of the Merger  Agreement  with Ten
               Ideas, Inc., pursuant to Item 5 of Form 8-K.

               The Company filed a Current Report on Form 8-K on May 15, 1998 to
               report the execution of the Merger  Agreement  with NE Restaurant
               Company, Inc. pursuant to Item 5 of Form 8-K.



<PAGE>


                                   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.



                                            BERTUCCI'S, INC.
                                            (Registrant)




Date:   May 28, 1998                        By:  /s/ Joseph Crugnale
                                            ------------------------------
                                                     Joseph Crugnale
                                                     President and Chief
                                                      Executive Officer




Date:   May 28, 1998                       By:  /s/ Norman S. Mallett
                                                -------------------------------
                                                    Norman S. Mallett
                                                    Vice President-Finance
                                                    Chief Financial Officer and
                                                     Treasurer
<PAGE>