SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934

For the quarterly period ended November 1, 1997 or

     [ ]  Transition  report  pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934

For the transition period from  __________ to __________

Commission File No.   000-19372


                          CATHERINES STORES CORPORATION
          ------------------------------------------------------------
                          (exact name of registrant as
                            specified in its charter)

                   Tennessee                                        62-1350411
  -----------------------------------------         ----------------------------
         (State of other jurisdiction                      (IRS Employer
            of incorporation or                            Identification No.)
                 organization)


                        3742 Lamar Ave, Memphis, TN 38118
                     (Address of principal executive offices) (zip
                                      code)

        Registrant's telephone number, including area code (901) 363-3900



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).

                                    Yes X No

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date.



<PAGE>



     As of December 3, 1997 there were  7,225,235  shares of  Catherines  Stores
Corporation common stock outstanding.




                          CATHERINES STORES CORPORATION

                                    FORM 10-Q

                                November 1, 1997

                                Table of Contents
                                                                        Page No.

         PART 1 -          FINANCIAL INFORMATION

           Consolidated Statements of Income                                   3

           Consolidated Balance Sheets                                         4


           Consolidated Statements of Cash Flows                               5

           Notes to Consolidated Financial Statements                        6-9

           Management's Discussion and Analysis of Financial
           Condition and Results of Operations                             10-12

         PART 2 -  OTHER INFORMATION                                          13



Part 1. Financial Information

                             CATHERINES STORES CORPORATION AND SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                Thirteen weeks ended       Thirty-nine weeks ended
                             November 1,    November 2,    November 1,      November 2,
                                1997           1996            1997            1996
<S>                        <C>            <C>             <C>              <C>    
Net sales                  $ 67,670,046   $ 65,642,367    $209,301,926     $204,939,427

Cost of sales, including
  buying and
  occupancy costs            48,210,195     46,423,066     145,441,565      141,092,500

Gross margin                 19,459,851     19,219,301      63,860,361       63,846,927

Selling, general and
  administrative expenses    18,088,493     18,518,041      56,283,659       55,408,526

Store closing costs             638,980         33,984         813,975           20,590

Amortization of intangible
  assets                        248,382        290,954         771,643          892,285




<PAGE>



Operating income                483,996        376,322       5,991,084        7,525,526

Interest expense, net           357,611        305,196       1,008,074          862,185

Income before income taxes      126,385         71,126       4,983,010        6,663,341

Provision for income taxes       54,000         30,000       2,043,000        2,732,000


Net income                 $     72,385   $     41,126    $  2,940,010   $    3,931,341


Net income per common share$        0.01  $        0.01   $        0.40  $          0.51

Weighted average number of
  common shares outstanding   7,294,151      7,504,045       7,271,177        7,736,229
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                        3

                              CATHERINES STORES CORPORATION AND SUBSIDIARIES
                                      CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                              November 1,     February 1,
                                                                 1997            1997
   <S>                                                     <C>              <C>    

   ASSETS 
Current Assets:     
      Cash and cash equivalents                             $  3,314,911    $  2,992,339
      Receivables                                              3,562,052       3,051,595
      Merchandise inventory                                   59,050,236      51,933,957
      Prepaid expenses and other                               3,694,355       3,478,849
      Deferred income taxes                                    1,055,000       1,294,000

        Total current assets                                  70,676,554      62,750,740

   Property and Equipment, at cost:
      Land                                                       500,000         500,000
      Leasehold improvements                                  24,049,809      22,703,829
      Fixtures and equipment                                  29,485,242      27,799,419
      Equipment under capital leases                          12,444,101       9,204,817
      Improvements in process                                    103,573         425,542

                                                              66,582,725      60,633,607
      Less accumulated depreciation                          (31,269,671)   (25,119,716)
      and amortization
                                                              35,313,054      35,513,891

  Deferred Income Taxes                                          317,000         388,000
  Other Assets and Deferred Charges,
      less accumulated amortization
      of $2,157,343 and $1,910,112 (Note 3)                    2,803,395       2,999,552
  Goodwill, less accumulated amortization   
    of $4,775,759 and $4,251,347                               23,188,841     23,713,253

                                                            $132,298,844    $125,365,436

   LIABILITIES AND STOCKHOLDERS' EQUITY

   Current Liabilities:
      Accounts payable                                      $ 25,299,697    $ 25,973,186



<PAGE>



      Accrued expenses (Note 4)                               12,206,052      12,053,356
      Current maturities of long-term                          2,722,075       2,514,849
      bank and other debt
        Total current liabilities                             40,227,824      40,541,391

   Long-Term Bank and Other Debt, less current maturities
   (Note 5)
     Stockholders' Equity (Note 7):                           19,076,373      14,877,902
     Preferred stock, $.01 par value, 1,000,000 shares
     authorized, none issued and outstanding

     Common stock, $.01 par value, 50,000,000 shares
       authorized, 7,225,235 and 7,191,656 shares issued and
       outstanding                                                72,223          71,917
     Additional paid-in capital                               46,498,879      46,390,691
     Retained earnings                                        26,423,545      23,483,535
       Total stockholders' equity                             72,994,647      69,946,143
                                                            $132,298,844    $125,365,436
</TABLE>


            The  accompanying  notes are an integral part of these  consolidated
balance sheets.

                                        4

                         CATHERINES STORES CORPORATION AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
 
                                                      Thirty-nine weeks ended
                                                  November 1, 1997    November 2, 1996
<S>                                                <C>              <C>    
 
Cash Flows from Operating Activities:
  Net income..................................    $    2,940,010    $    3,931,341

  Adjustments to reconcile net income to
    net cash provided by operating
    activities--
      Depreciation and amortization...........         7,273,671         6,199,232
      Provision for losses on receivables.....           565,997           516,564
      Change in other noncash reserves........            26,447           (71,142)
      Net change in current assets and liabilities    (8,645,479)       (7,202,992)
      (Note 2)
      Write off of assets in closed stores....           180,561             -
      Other...................................          (231,206)            4,388

        Total adjustments.....................          (830,009)         (553,950)

        Net cash provided by operating activities      2,110,001         3,377,391

Cash Flows from Investing Activities:
  Capital expenditures........................        (3,012,106)       (8,824,101)

        Net cash used by investing activities.        (3,012,106)       (8,824,101)

Cash Flows from Financing Activities:
  Sales (Repurchases) of common stock, net....           108,494        (3,645,970)
  Proceeds from issuance of long-term bank
    and other debt............................         3,250,000        10,437,000
  Principal payments of long-term bank
    and other debt............................        (2,133,817)       (2,492,678)

        Net cash provided by financing activities      1,224,677         4,298,352



<PAGE>



Net Increase (Decrease) in Cash and Cash Equivalents     322,572        (1,148,358)
Cash and Cash Equivalents, beginning of period         2,992,339         3,954,808

Cash and Cash Equivalents, end of period......    $    3,314,911    $    2,806,450
</TABLE>


       The  accompanying  notes  are an  integral  part  of  these  consolidated
financial statements.


                                        5



CATHERINES STORES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) General
         In the opinion of management,  the accompanying  unaudited consolidated
financial  statements  contain all adjustments  (consisting of normal  recurring
adjustments)  which  management   considers  necessary  to  present  fairly  the
consolidated  financial position of Catherines Stores Corporation ("Stores") and
its wholly owned  subsidiaries  as of November 1, 1997 and February 1, 1997, and
the  consolidated  results of their  operations for the thirteen and thirty-nine
weeks ended  November 1, 1997 and  November 2, 1996 and their cash flows for the
thirty-nine  weeks ended  November 1, 1997 and November 2, 1996.  Stores and its
subsidiaries  are  collectively  referred  to as the  "Company".  The results of
operations for the thirteen and  thirty-nine  week periods may not be indicative
of the results for the entire year.

         These  statements  should  be  read in  conjunction  with  the  audited
financial statements and related notes which have been incorporated by reference
in the  Company's  Form 10-K for the year ended  February 1, 1997.  Accordingly,
significant  accounting  policies and other  disclosures  necessary for complete
financial statements in conformity with generally accepted accounting principles
have been  omitted  since  such items are  reflected  in the  Company's  audited
financial statements and related notes thereto.

         The  preparation of financial  statements in conformity  with generally
accepted accounting principles requires management to make certain estimates and
assumptions  that affect the  reported  amounts of assets and  liabilities,  and
disclosure of contingent  assets and  liabilities,  at the date of the financial
statements,  and the  reported  amounts  of  revenues  and  expenses  during the
reporting period. Actual results could differ from those estimates.

(2) Statements of Cash Flows
         The  changes  in  current  assets  and  liabilities  reflected  in  the
statements of cash flows were as follows:

                                                Thirty-nine weeks ended
                                   ---------------------------------------------
                                           November 1,               November 2,
                                              1997                      1996
                                   -------------------         -----------------
Increase (decrease) in cash and
  cash equivalents -
Receivables                                  -1026454                   -624641
Merchandise inventory                        -6984726                  -3721689




<PAGE>




Prepaid expenses and other                    -215476                   -218507
Accounts payable                              -673519                  -3996971
Accrued expenses                               254696                   1358816
                                  -------------------         -----------------
     Total                                   -8645479                  -7202992
                                  -------------------         -----------------

                  Interest paid during the  thirty-nine  weeks ended November 1,
1997 and November 2, 1996 was approximately $884,000 and $747,000, respectively.
Income  taxes paid  during the  thirty-nine  weeks  ended  November  1, 1997 and
November 2, 1996 were approximately $1,198,000 and $1,995,000, respectively.

                                        6


(3) Other Assets and Deferred Charges
     Other  assets  and  deferred  charges,  net  of  accumulated  amortization,
together with the related amortization methods and periods, were as follows:
<TABLE>
<CAPTION>

                                 November 1,            February 1,            Amortization Methods
                                   1997                  1997                      and Periods
                             -----------------    ------------------   -----------------------------------
<S>                                    <C>                  <C>               <C>    
                                                                              Straight-line over
Covenants not to compete               1152368              1324348           term of
                                                                              agreements
                                                

Trademarks and tradenames              1078675              1112482           Straight-line over 40 years
                                                                                        
                                                                              Effective interest
Deferred financing costs                 28361                69805           method over term of
                                                                              financing
Other                                   543991                492917
                             -----------------    ------------------
     Total                             2803395               2999552
                             -----------------    ------------------
</TABLE>

(4) Accrued Expenses
         Accrued expenses consisted of the following:



<PAGE>




                                     November 1,             February 1,
                                      1997                     1997
                                 -----------------       ------------------
Payroll and related benefits               2706708                  2430673
Taxes other than income taxes               870755                  1138246
Rent and other related costs               2055177                  2307074
Insurance                                   111205                  1006664
Deferred revenues                          1814557                  1830652
Other                                      4647650                  3340047
                                 -----------------       ------------------
     Total                                12206052                 12053356
                                 -----------------       ------------------


(5) Long-Term Bank and Other Debt
         Long-term bank and other debt consisted of the following:
<TABLE>
<CAPTION>

                                                        November 1,        February 1,
                                                          1997               1997
<S>                                                          <C>           <C>    
                                                    ----------------   -----------------
Due to banks:
   Term loan . . . . . . . . . . . . . . . . . . .           1500000        2250000
   Working capital notes . . . . . . . . . . . . .          15250000       12000000
Other:
   Capital lease obligations . . . . . . . . . . .           4925045        3040939
   Other notes and obligations . . . . . . . . . .            123403         101812
                                                    ----------------   -----------------
                                                            21798448       17392751
Less current maturities . . . . . . . . . . . . .           -2722075       -2514849
                                                    ----------------   -----------------
     Total . . . . . . . . . . . . . . . . . . . .          19076373       14877902
                                                    ----------------   -----------------
</TABLE>


                                        7

         At November 1, 1997, the Company had approximately $8,729,000 available
under its combined  working  capital and swing line facility  after  considering
outstanding   letters  of  credit  of  approximately   $4,021,000.   During  the
thirty-nine  weeks  ended  November  1,  1997,  the  Company  entered  into  two
supplements to capital lease  agreements for the purpose of installing new point
of  sale  registers  in its  stores.  This  equipment  will  cost  approximately
$3,400,000,  all of which  will be  financed  by  capital  leases.  Year to date
$2,900,000 has been financed.


  (6) Leases
         During the  thirty-nine  weeks  ended  November  1, 1997,  the  Company
entered into new leases for 11 stores,  including  relocations.  Future  minimum
rental  payments have increased  approximately  $431,000 since February 1, 1997,
bringing  the total  future  minimum  rental  payments  under all  noncancelable
operating  leases with initial or  remaining  lease terms of one year or more to
approximately $78,335,000.

         Total rent expense for all operating leases was as follows:



<PAGE>

                                    Thirty-nine weeks
                                          ended
                          -------------------------------------
                              November 1,         November 2,
                                1997                 1996
                          ----------------     ----------------
Minimum rentals                   15912678             15121327
Contingent rentals                  211496               273564
                          ----------------     ----------------
     Total                        16124174             15394891
                          ----------------     ----------------

 (7) Stockholders' Equity
         On March 19, 1997,  under the 1994 Omnibus  Incentive Plan,  options to
purchase 143,750 shares of common stock were granted to certain officers and key
employees of the Company at $4.88 per share, the fair market value on that date.
On June 4, 1997,  options to purchase 10,000 shares of common stock were granted
to the  outside  directors  of the  Company at $4.25 per share,  the fair market
value on that date. At November 1, 1997,  there were vested options  outstanding
to  purchase  647,725  shares of common  stock at an average  price per share of
$8.71.

         The change in stockholders' equity was as follows:
<TABLE>
<CAPTION>

                                                             Additional
                                           Common              Paid-in              Retained
                                           Stock               Capital              Earnings               Total
                                     ------------------   ------------------    -----------------    ------------------
<S>                                       <C>              <C>                      <C>                    <C>    

Balance at February 1,                    71917             46390691                 23483535              69946143
1997
Net proceeds from sale
   of common  shares                        306               108188                     -                   108494
                                                                                
Net income                                   -                  -                      2940010              2940010
                                                         
                                     ------------------   ------------------    -----------------    ------------------
Balance at November 1,                    72223             46498879                  26423545             72994647
1997
                                     ------------------   ------------------    -----------------    ------------------
</TABLE>

(8) New Accounting Pronouncement

         The  Financial  Accounting  Standards  Board has  issued  Statement  of
Financial  Accounting  Standards  No. 128  "Earnings  per Share",  effective for
fiscal years ending after  December 15, 1997.  This  statement  requires,  among
other things,  the  presentation of earnings per share and diluted  earnings per
share on the face of

                                        8

the income statement and a reconciliation  of weighted average shares to diluted
weighted average shares in the footnotes of the financial statements. Management
does not  believe  that  this  statement  will  have a  material  impact  on the
Company's presentation of earnings per common share.

(9) Weighted Average Common Shares Outstanding



<PAGE>



         Net income per common share is computed  based on the weighted  average
number of common and common equivalent shares outstanding during the period. The
computation of weighted average common shares outstanding is as follows:

<TABLE>
<CAPTION>

                                                                Thirteen weeks                               Thirty-nine weeks
                                                                     ended                                         ended
                                                        ------------------------------------- - ------------------------------------
                                                            November 1,         November 2,         November 1,          November 2,
                                                              1997                1996                1997                 1996
                                                        -----------------   -----------------   -----------------    ---------------
<S>                                                          <C>                <C>                  <C>                   <C>    

Weighted average number of
   shares outstanding                                        7217294             7376813             7207881               7578011
Common stock equivalents -
   Shares issuable under the 1994
Omnibus
   Incentive Plan, the 1992
Nonqualified
   Stock Option Plan, and the 1990

   Performance Units Plan                                      76857              127232               63296                158218
                                                        -----------------   -----------------   -----------------    ---------------
Weighted average common
   shares outstanding assuming
   full dilution                                             7294151             7504045             7271177               7736229
                                                        -----------------   -----------------   -----------------    ---------------
</TABLE>






                                        9





Item 2.


                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

     This  outlook   contains   forward-looking   statements  based  on  current
expectations  that  involve a number of  uncertainties.  The factors  that could
cause  actual  results  to differ  materially  include  the  following:  general
economic  conditions;  competitive  factors  and pricing  pressures;  changes in
product mix and fashion  offerings;  and inventory risks due to shifts in market
demand.

Liquidity and Capital Resources




<PAGE>



                    The Company's  cash provided by  operations  was  $2,110,000
during the thirty-nine  weeks ended November 1, 1997,  compared to cash provided
by operations of $3,377,000 during the thirty-nine weeks ended November 2, 1996.
The decrease in cash flow provided by operations  is primarily  attributable  to
increased  working  capital  needs and a reduction in net income.  The Company's
working  capital was  $30,449,000 at November 1, 1997 compared to $22,209,000 at
February 1, 1997 and  $27,246,000  at  November  2, 1996.  Compared to the third
quarter of 1996, per store inventories increased 12.9%. The Company's internally
generated  cash flow,  along with  borrowing  under its bank  credit  agreement,
financed  its  operating  requirements,  capital  expenditures  and debt service
during the thirty-nine week period ended November 1, 1997.

     The Company  maintains  a merchant  services  agreement  with a third party
credit  processor.  This  agreement  provides  for the Company to sell,  without
recourse,  accounts receivable from credit sales on a daily basis at face value.
The term of the agreement is through January 31, 2000.

     The  Company  estimates  that  fiscal  1997  capital  expenditures  will be
approximately  $4,500,000, of which an estimated $3,657,000 will be used for the
opening of six new locations  and the  remodeling,  relocation  and expansion of
approximately 27 other locations.  The remainder of capital  expenditures are to
upgrade existing computer  systems,  add additional  software  technology and to
maintain existing facilities.

     The Company has reviewed its store base and as a result has closed  fifteen
underperforming stores during 1997. An additional five stores are scheduled to
close during the fourth  quarter.  Nine stores will close at the  expiration  of
their leases in 1998.

     The Company's bank credit agreement  provides for a $5,000,000 term loan, a
working capital facility of $25,000,000 and a swing line of credit of $3,000,000
with the  Company's  agent  bank.  The term loan  requires  quarterly  principal
payments of $250,000.  The working  capital  facility may be used for letters of
credit. The interest rate is the bank's prime rate or LIBOR plus 1 1/4% , at the
Company's option. At November 1, 1997, the Company had approximately  $8,729,000
available  under its  combined  working  capital and swing line  facility  after
considering approximately $4,021,000 in outstanding letters of credit.

                                       10

      The Company  believes that its internally  generated  cash flow,  together
with borrowings under the bank credit agreement, will be adequate to finance the
Company's operating  requirements,  debt repayments and capital needs during the
current  year.  Any material  shortfalls  in operating  cash flow could  require
management to seek  alternative  sources of financing or to reduce the number of
stores that the Company expects to remodel or expand.

Results of Operations

     Thirteen  Weeks  Ended  November 1, 1997  Compared to Thirteen  Weeks Ended
November 2, 1996

     Net sales in the third quarter of 1997 increased  3.1% to $67,670,000  from
$65,642,000  in the third quarter of 1996.  Comparable  stores' sales  increased
3.8%. The average unit



<PAGE>



selling price, the number of saleschecks  generated and number of units sold all
increased.  During the third quarter, eight stores were closed and one store was
opened,  reducing  the number of stores  operated  by the Company on November 1,
1997 to 448.

     Gross margin,  after buying and occupancy costs,  decreased as a percentage
of sales to 28.8%  from  29.3% in the third  quarter of 1996.  The  decrease  is
primarily attributable to a decrease in merchandise margin.

     Selling,  general and  administrative  expenses decreased to $18,088,000 in
the third quarter of 1997 compared to  $18,518,000 in the third quarter of 1996.
The  decrease is  primarily  attributable  to lower  advertising,  supplies  and
pre-store opening  expenses,  offset by a slight increase in payroll costs. As a
percentage of sales, the selling,  general and administrative expenses decreased
to  26.7%  from  28.2%  in the  third  quarter  of 1996.  Selling,  general  and
administrative expenses per store decreased 1.4% from the third quarter of 1996.

     During the third quarter, the company closed eight  underperforming  stores
at a cost of $639,000. The costs consist primarily of lease termination payments
and the write-off of fixed assets.

     Interest  expense was  approximately  $358,000 in the third quarter of 1997
compared to $305,000 in the third  quarter of 1996.  The  increase is  primarily
attributable to the increase in working capital borrowings.

    Income taxes were  provided at an effective  rate of 42.7% and 42.2% for the
thirteen weeks ended 1997 and 1996, respectively.

     Net income for the third  quarter of 1997 was  $72,400  compared to $41,100
for the third  quarter of 1996.  Net income per common share was $0.01 per share
in the third quarter of 1997 and 1996.

     Thirty-nine  Weeks Ended  November 1, 1997  Compared to  Thirty-nine  Weeks
Ended November 2, 1996

     Net sales in the first nine months of 1997 increased  2.1% to  $209,302,000
from  $204,939,000  in the first nine months of 1996.  Comparable  stores' sales
increased 1.1%, due primarily to increases in the average unit price,  offset by
decreases  in number of units  sold and units per  salescheck.  During the first
nine months of 1997,  six stores were  opened and  fifteen  stores were  closed,
reducing  the number of stores  operated  by the  Company on November 1, 1997 to
448.

                                       11

     Gross margin,  after buying and occupancy costs,  decreased as a percentage
of sales to 30.5% from 31.2% in the first nine months of 1996.  The  decrease is
primarily  attributable to an increase in  depreciation  and rent expenses and a
decrease in merchandise margins.

     Selling,  general and  administrative  expenses increased to $56,284,000 in
the first nine months of 1997 from $55,409,000 in the first nine months of 1996.
The increase is primarily  attributable to payroll and data processing  services
offset by a decrease in travel. As a percentage of sales,  selling,  general and
administrative  expenses  decreased to 26.9% from 27.0% in the first nine months
of 1996.  Selling,  general and  administrative  expenses per store before store
closing costs increased 2.6% from the first nine months of 1996.

     During the year,  the company closed  fifteen  underperforming  stores at a
cost of $814,000.  The costs consist primarily of lease termination payments and
the write-off of fixed assets.




<PAGE>


     Interest expense was  approximately  $1,008,000 in the first nine months of
1997  compared to $862,000  in the first nine  months of 1996.  The  increase is
primarily attributable to the increase in working capital borrowings.

     Income taxes were provided at an effective  rate of 41.0% in the first nine
months of 1997 and 1996.

     Net income for the first nine  months of 1997 was  $2,940,000  compared  to
$3,931,000  for the first nine months of 1996.  Net income per common  share was
$0.40 compared to $0.51 per share reported in the first nine months of 1996.

                                       12

                           PART 2 - OTHER INFORMATION
                          CATHERINES STORES CORPORATION
Item 1.   Legal Proceedings

           None

Item 2.   Changes in the Rights of the Company's Security Holders

           Not applicable

Item 3.   Defaults by the Company on its Senior Securities

           Not applicable

Item 4.   Submission of Matters to a vote of Security Holder

         See Quarterly  Report on Form 10-Q for the period ended May 3, 1997 for
  the results of the Company's  Annual Meeting of  Stockholders  held on June 4,
  1997.


Item 5.   Other Information

          Not applicable

Item 6.  Exhibits and Reports on Form 8-K

   (A) Exhibt 27 - Financial Data Schedule (EDGAR filing only) (B) None

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

                                   SIGNATURES

 December 3, 1997                       /s/David C. Forell
                                           ---------------
     (Date)                                David C. Forell,
                                           Executive Vice President,
                                           Chief Financial Officer



                                       13



<PAGE>