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 June 30, 2001
                                       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 Number 0-19407

                         LASER-PACIFIC MEDIA CORPORATION
             (Exact name of registrant as specified in its charter)

             Delaware                                    95-3824617
     (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                 Identification No.)

                              809 N. Cahuenga Blvd.
                           Hollywood, California 90038
                                 (323) 462-6266
          (Address, including zip code and telephone number, including
                    area code of principal executive offices)

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 each of the registrant's classes of common
stock, as of July 31, 2001 was 7,178,595 shares of Common Stock, $.0001 par
value.




<PAGE>


                         LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES

                                Table of Contents


<TABLE>
<CAPTION>


<S>            <C>                                                                          <C>
Part I.        Financial Information                                                        Page


Item 1.        Condensed Consolidated Financial Statements                                  3

               Condensed Consolidated Balance Sheets                                        3
               Condensed Consolidated Statements of Operations                              4
               Condensed Consolidated Statements of Cash Flows                              5
               Notes to Condensed Consolidated Financial Statements                         6

Item 2.        Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                                    7

Item 3.        Quantitative and Qualitative Disclosures about Market Risk                   9

Part II.       Other Information

Item 4.        Submission of Matters to a Vote of Security Holders                          9

Item 6.        Exhibits and Reports on Form 8-K                                             9

               Signatures                                                                   10
</TABLE>



<PAGE>


Part I.  Financial Information

Item 1.  Condensed Consolidated Financial Statements


                         LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                      June 30,         December 31,
                                                                                        2001               2000
                                                                                   ---------------    ----------------
<S>                                                                                   <C>                  <C>
Assets

Current Assets:
  Cash and cash equivalents                                                     $       6,832,365  $        4,527,042
  Receivables net of allowance for doubtful accounts                                    2,599,616           5,339,830
  Other current assets                                                                  1,252,041           1,274,546
                                                                                   ---------------    ----------------

    Total Current Assets                                                               10,684,022          11,141,418

Net property  and equipment                                                            17,819,071          18,457,816
Other assets                                                                              654,484             824,082

                                                                                   ---------------    ----------------
 Total Assets                                                                   $      29,157,577  $       30,423,316
                                                                                   ===============    ================

Liabilities and Stockholders' Equity

Current Liabilities:
  Current installments of notes payable to bank and long-term debt              $       3,287,882  $        3,489,618
  Other current liabilities                                                             1,846,121           1,797,369
                                                                                   ---------------    ----------------

   Total Current Liabilities                                                            5,134,003           5,286,987

Notes payable to bank and long-term debt, less current installments                     7,411,934           7,934,387

Stockholders' Equity:
   Preferred stock, $.0001 par value. Authorized 3,500,000 shares; none issued
   Common stock, $.0001 par value. Authorized 25,000,000 shares; issued and
   outstanding 7,753,295 shares at June 30, 2001 and 7,751,295
   at December 31, 2000.                                                                      775                 775
   Additional paid-in capital                                                          19,936,596          19,936,156
   Accumulated deficit                                                                (1,262,731)         (2,734,989)
   Treasury stock, at cost: 825,200 shares at June 30, 2001                           (2,063,000)                 ---
                                                                                   ---------------    ----------------

 Net stockholders' equity                                                              16,611,640          17,201,942
                                                                                   ---------------    ----------------

Total Liabilities and Stockholders' Equity                                      $      29,157,577  $       30,423,316
                                                                                   ===============    ================


</TABLE>



See accompanying notes to the condensed consolidated financial statements.

<PAGE>


                         LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>


                                                                    Three Months Ended                     Six Months Ended
                                                                         June 30,                              June 30,
                                                             ----------------------------------     --------------------------------
                                                                  2001               2000               2001              2000
                                                             ---------------    ---------------     --------------    --------------

<S>                                                             <C>                        <C>        <C>                      <C>
Revenues                                                  $       7,580,568          5,858,496  $      17,507,758        15,104,235

Operating costs
     Direct costs                                                 4,855,102          4,411,294         10,654,412         9,762,725
     Depreciation and amortization                                1,105,222          1,009,780          2,103,455         1,948,892
                                                             ---------------    ---------------     --------------    --------------
      Total operating costs                                       5,960,324          5,421,074         12,757,867        11,711,617
                                                             ---------------    ---------------     --------------    --------------
      Gross profit                                                1,620,244            437,422          4,749,891         3,392,618
Selling, general and administrative
    and other expenses                                            1,163,397          1,113,928          2,369,012         2,263,493
                                                             ---------------    ---------------     --------------    --------------
      Income (loss) from operations                                 456,847          (676,506)          2,380,879         1,129,125

Interest expense                                                    276,872            346,631            544,790           691,630
Other income                                                        104,496             63,371            181,287           130,288
                                                             ---------------    ---------------     --------------    --------------
      Income (loss) before income taxes                             284,471          (959,766)          2,017,376           567,783

Income taxes (benefit)                                              183,709           (50,500)            545,118            25,900
                                                             ---------------    ---------------     --------------    --------------
      Net income (loss)                                   $         100,762          (909,266)  $       1,472,258           541,883
                                                             ===============    ===============     ==============    ==============


Income (loss) per share (basic)                           $            0.01             (0.12)  $            0.19              0.07
                                                             ---------------    ---------------     --------------    --------------

Income (loss) per share (diluted)                         $            0.01             (0.12)  $            0.19              0.07
                                                             ---------------    ---------------     --------------    --------------

Weighted average shares outstanding (basic)                       7,476,895          7,721,193          7,614,095         7,720,093
                                                             ===============    ===============     ==============    ==============

Weighted average shares outstanding (diluted)                     7,666,804          7,721,193          7,791,593         8,107,291
                                                             ===============    ===============     ==============    ==============

</TABLE>














See accompanying notes to condensed consolidated financial statements.


<PAGE>


                         LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)


<TABLE>
<CAPTION>


                                                                                                 Six Months Ended
                                                                                                     June 30,
                                                                                         ---------------------------------
                                                                                              2001              2000
                                                                                         ---------------    --------------
    Cash flows from operating activities
<S>                                                                                   <C>                <C>
      Net income                                                                      $       1,472,258  $        541,883
      Adjustments to reconcile net income to net cash
        provided by operating activities:
           Depreciation and amortization                                                      2,103,455         1,948,892
           Gain on sale of property and equipment                                              (24,800)          (31,700)
           Provision for doubtful accounts receivable                                            99,272           112,935
           Change in assets and liabilities:
                 Receivables                                                                  2,640,941         2,678,125
                 Other current assets                                                           192,103            62,130
                 Other current liabilities                                                       48,752         (410,366)
                 Other                                                                               --           (6,987)
                                                                                         ---------------    --------------
                     Net cash provided by operating activities                                6,531,981         4,894,912

    Cash flows from investing activities:
           Purchases of property and equipment                                              (1,534,398)         (637,103)
           Proceeds from disposal of property and equipment                                      94,489           175,493
                                                                                         ---------------    --------------
                     Net cash used in investing activities                                  (1,439,909)         (461,610)

    Cash flows from financing activities:
           Proceeds borrowed under notes payable to bank and long-term debt                   2,600,599           806,825
           Repayment of notes payable to bank and long-term debt                            (3,324,788)       (2,921,664)
           Proceeds from issuance of common stock                                                   440             1,210
           Purchase of treasury stock                                                       (2,063,000)                --
                                                                                         ---------------    --------------
                     Net cash used in financing activities                                  (2,786,749)       (2,113,629)

                     Net increase in cash and cash equivalents                                2,305,323         2,319,673
    Cash and cash equivalents at beginning of period                                          4,527,042         2,398,407
                                                                                         ---------------    --------------
    Cash and cash equivalents at end of period                                        $       6,832,365  $      4,718,080
                                                                                         ===============    ==============

</TABLE>















See accompanying notes to condensed consolidated financial statements.
<PAGE>

                         LASER-PACIFIC MEDIA CORPORATION
                                AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


(1)      Basis of Presentation

     In  the  opinion  of  management,   the  accompanying  unaudited  condensed
consolidated financial statements contain all adjustments  (consisting of normal
recurring  items)  necessary  to  present  fairly  the  financial   position  of
Laser-Pacific  Media Corporation ("the Company") and its subsidiaries as of June
30, 2001 and December 31, 2000;  the results of operations for the three and six
month periods ended June 30, 2001 and 2000; and the statements of cash flows for
the six month  periods ended June 30, 2001 and 2000.  The Company's  business is
subject  to  the  prime  time   television   industry's   typical   seasonality.
Historically,  revenues and income from  operations have been highest during the
first and fourth quarters, when production of television programs and demand for
the Company's services is at its highest.  The net income or loss of any interim
quarter is seasonally  disproportionate to revenues because selling, general and
administrative   expenses  and  certain  operating  expenses  remain  relatively
constant  during the year.  Therefore,  interim  results are not  indicative  of
results to be expected for the entire fiscal year.

     In accordance with the directives of the Securities and Exchange Commission
under Rule 10-01 of  Regulation  S-X, the  accompanying  consolidated  financial
statements  and  footnotes  have  been  condensed  and  do not  contain  certain
information  included in the Company's annual consolidated  financial statements
and notes thereto.

(2)       Net Income per Share

     Net income per basic and diluted shares is based upon the weighted  average
number of common shares  outstanding.  Basic net income per share is computed as
net income divided by the  weighted-average  number of common shares outstanding
for the period. Diluted shares outstanding represents the total of common shares
outstanding  as well as those options and warrants  where the exercise price was
below the average  closing  stock price,  during the three and six month periods
ended June 30, 2001 and 2000.  Diluted  income per share  reflects the potential
dilution  that could  occur from  common  shares  issuable  through  stock-based
compensation  plans including stock options,  restricted stock awards,  warrants
and other convertible  securities using the treasury stock method. The following
summarizes the  computation of basic net income per share and diluted income per
share:
<TABLE>
<CAPTION>

                                                                      Three Months Ended                  Six Months Ended
                                                                           June 30,                           June 30,
                                                                 ------------------------------    -------------------------------
                                                                     2001             2000             2001              2000
                                                                 -------------     ------------    -------------     -------------

<S>                                                           <C>                    <C>        <C>                       <C>
Net Income (Loss)                                             $       100,762        (909,266)  $     1,472,258           541,883
                                                                 =============     ============    =============     =============

Shares:
Weighted Average Common Shares                                      7,476,895        7,721,193        7,614,095         7,720,093
Dilutive Stock Options and Warrants                                   189,909              ---          177,498           387,198
                                                                 -------------     ------------    -------------     -------------
Dilutive Potential Common Shares                                    7,666,804        7,721,193        7,791,593         8,107,291
                                                                 =============     ============    =============     =============

Net Income Per Share:
Basic                                                         $          0.01           (0.12)  $          0.19              0.07
Diluted                                                       $          0.01           (0.12)  $          0.19              0.07
</TABLE>

(3)      Income Taxes

     For the six  months  ended June 30,  2001,  federal  income tax  expense of
$363,000  and state  income tax expense of  $182,000  was  recognized  after the
application of net operating loss carry forwards. Income tax expense for the six
months ended June 30, 2001 was computed  using the estimated  effective tax rate
to apply for all of 2001  after  considering  the impact of net  operating  loss
carry  forwards  and tax  credits.  The rate is subject  to  ongoing  review and
evaluation by  management.  The Company may change the  estimated  effective tax
rate in the third quarter of 2001.
<PAGE>

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

     Statements  included  within  this  document,   other  than  statements  of
historical  facts,  that address  activities,  events or  developments  that the
Company expects or anticipates  will or may occur in the future,  including such
things as business  strategy  and measures to  implement  strategy,  competitive
strengths, goals, expansion and growth of the Company's business and operations,
plans,  references to future success and other such matters, are forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended and Section 21E of the  Securities and Exchange Act of 1934, as amended,
and fall under the safe  harbor.  The  forward-looking  statements  are based on
certain  assumptions and analyses made by the Company in light of its experience
and its perception of historical trends,  current conditions and expected future
developments  as well as  other  factors  it  believes  are  appropriate  in the
circumstances.  However,  actual  results and  financial  position  could differ
materially  in scope and nature from those  anticipated  in the forward  looking
statements as a result of a number of factors, including but not limited to, the
Company's ability to successfully expand capacity,  general economic,  market or
business  conditions;  the opportunities (or lack thereof) that may be presented
to and pursued by the Company;  competitive actions by other companies;  changes
in laws or regulations;  investments in new technologies;  continuation of sales
levels;  the risks related to the cost and  availability  of capital;  and other
factors, many of which are beyond the control of the Company.  Consequently, all
of the  forward-looking  statements  made in this report are  qualified by these
cautionary  statements  and there can be no assurance that the actual results or
developments   anticipated   by  the  Company  will  be  realized  or,  even  if
substantially  realized,  that they will have the  expected  consequences  to or
effects  on the  Company  or its  business  operations.  Readers  are  urged  to
carefully  review and consider  various  disclosures  made by the Company in its
filings with the Securities and Exchange Commission to advise interested parties
of certain risks and other  factors that may affect the  Company's  business and
operating results.


Results of Operations

     Revenues  for the six months ended June 30, 2001  increased to  $17,508,000
from  $15,104,000  for the same  year-ago  period,  an increase of $2,404,000 or
15.9%.  The increase in revenues is  attributable  to  increased  demand for the
Company's services with a significant increase in demand for digital compression
services.  The  increase  in  revenues  was  partially  offset by a decrease  in
revenues of $140,000 from film  processing  resulting from increased use by some
customers of film formats that require a lower volume of film  processing  and a
decrease in revenues of $104,000 from laser disc services.

     Revenues for the quarter ended June 30, 2001  increased to $7,581,000  from
$5,858,000 for the same year-ago period, an increase of $1,723,000 or 29.4%. The
increase in revenues  is  attributable  to  increased  demand for the  Company's
services.  The  increase  in  revenues  was  partially  offset by a decrease  in
revenues of $54,000 from laser disc services.

     Operating  costs for the six months  ended June 30,  2001 were  $12,758,000
versus  $11,712,000 for the year-ago period,  an increase of $1,046,000 or 8.9%.
The increase in operating  costs is primarily the result of an increase in labor
cost of  $438,000,  an  increase in  depreciation  of  $155,000,  an increase in
rawstock cost of $138,000 and an increase in outside  services of $112,000.  The
increase  in  operating  costs was  partially  offset by a decrease  in bad debt
expense.  Higher  labor  costs were the  result of  compensation  increases  and
increased  hours  worked,  as a result  of  increased  sales.  The  increase  in
depreciation  is  due  to  equipment  purchases  in  prior  years  for  business
expansion.  Tape stock increased as the result of increased  sales. The increase
in outside services is primarily due to the cost of digital transmission of work
performed for customers  located in remote  locations.  Total  operating  costs,
including  depreciation,  as a  percentage  of revenues for the six months ended
June 30, 2001 were 72.9% compared with 77.5% for the same year-ago period.

     Operating costs for the quarter ended June 30, 2001 were $5,960,000  versus
$5,421,000  for the  year-ago  period,  an increase  of  $539,000  or 9.9%.  The
increase in  operating  costs was  primarily  the result of an increase in labor
costs of $267,000 and an increase in  depreciation  of $95,000.  Operating costs
increased  in most areas due to higher  revenues.  Higher  labor  costs were the
result of more hours  worked,  as a result of increased  sales.  The increase in
depreciation  is  due  to  equipment  purchases  in  prior  years  for  business
expansion.  Total operating costs,  including  depreciation,  as a percentage of
revenues for the three months ended June 30, 2001 were 78.6% compared with 92.5%
for the same year-ago period.

     For the six months ended June 30, 2001, the Company recorded a gross profit
of $4,750,000 compared with $3,393,000 for the same year-ago period, an increase
of $1,357,000 or 40.0%. The increase in gross profit is the result of fixed cost
leveraged over the increase in revenues, discussed above.
<PAGE>

     For the quarter ended June 30, 2001 the Company  recorded a gross profit of
$1,620,000  compared to a gross profit of $437,000 for the same year-ago period,
an increase of $1,183,000 or 270.4%.  The increase in gross profit is the result
of the significant increase in revenues, explained above without a proportionate
increase in operating  costs.  Revenues  increased  29.4% while  operating costs
increased 9.9% as compared to the same year-ago period.

     Selling,  general and  administrative  ("SG&A") expenses for the six months
ended  June 30,  2001 was  $2,369,000  compared  to  $2,263,000  during the same
year-ago period, an increase of $106,000 or 4.7%. The most significant  increase
in SG&A was in  professional  services.  The  increase was  partially  offset by
reductions in tax and licenses and other expenses.  The increase in professional
services is due to an increase in  investor  advisory  services,  legal fees and
consulting fees for Internet application.

     SG&A for the  quarter  ended  June  30,  2001 was  $1,163,000  compared  to
$1,114,000  during the same year-ago period, an increase of $49,000 or 4.4%. The
increase in SG&A was  primarily due to an increase in  professional  services of
$114,000 and an increase in labor cost of $33,000.  The  increase was  partially
offset by  reductions  in tax and licenses and other  expenses.  The increase in
professional  services  is due to  investor  advisory  services,  legal fees and
consulting fees for Internet  application.  The increase in labor cost is due to
compensation increases.

     Interest  expense  for the six  months  ended  June 30,  2001 was  $545,000
compared to $692,000  for the same  year-ago  period,  a decrease of $147,000 or
21.2%.  The decrease in interest expense is a result of lower interest rates and
a reduction of long-term debt.

     Interest expense for the quarter ended June 30, 2001 was $277,000  compared
to $347,000 for the same year-ago  period,  a decrease of $70,000 or 20.1%.  The
decrease in interest expense is a result of lower interest rates and a reduction
of long-term debt.

     Other income for the six months  ended June 30, 2001 was $181,000  compared
to $130,000 for the same year-ago period, an increase of $51,000 or 39.1%. Other
income is primarily  interest income. The increase in other income is the result
of higher cash balances, which earned greater interest income.

     Other income for the quarter  ended June 30, 2001 was $104,000  compared to
$63,000 for the same  year-ago  period,  an increase of $41,000 or 64.9%.  Other
income is primarily  interest income. The increase in other income is the result
of higher cash balances, which earned greater interest income.


Liquidity and Capital Resources

     During the quarter  ended June 30, 2001,  the Company and its  subsidiaries
entered into a non-asset  based credit  facility  with  Merrill  Lynch  Business
Financial  Services.  The maximum credit under the agreement is $8 million.  The
loan  agreement  provides for borrowings of up to $6.0 million under a revolving
loan and a $2.0 million equipment term loan. There was no outstanding balance of
the  revolving  loan at June 30, 2001.  The  equipment  loan had an  outstanding
balance of $1,601,000 at June 30, 2001. Borrowings under the equipment term loan
were  used to pay off  debt  under a loan  agreement  with  The CIT  Group.  The
revolving loan and the equipment term loan are payable monthly and bear interest
at the 30-day dealer  commercial paper rate plus 2.2%. The revolving loan is for
a one-year term and can be renewed  annually.  The equipment  term loan is for a
five-year term.

     As of June 30, 2001 the Company had outstanding equipment loans and capital
lease obligations of approximately $10.7 million with various lenders (including
the equipment term loan discussed  above) in connection  with the acquisition of
equipment.  The  capital  leases  are for  terms  of up to 60  months,  at fixed
interest  rates ranging from 7.5% to 12.75% and one  equipment  term loan with a
variable  interest rate  discussed  above.  The  obligations  are secured by the
equipment that was financed.  The equipment was acquired to expand the Company's
capabilities and to support the increasing demand for the Company's services.

     During the  quarter  ended June 30,  2001,  the Company  purchased  825,200
shares of its common stock in a private transaction for $2,063,000.

     The Company's  principal  source of funds is cash  generated by operations.
The Company anticipates that existing cash balances, availability under existing
loan agreements and cash generated from operations will be sufficient to service
existing debt and to meet the Company's capital requirements for fiscal 2001.
<PAGE>

Other Matters

     On July 9, 2001,  the  Company  entered  into an  agreement  with its joint
venture partner in Composite Image Systems, LLC ("CIS"), to sell its interest in
CIS to its joint venture partner. Under the terms of the agreement,  the Company
transferred  to its joint venture  partner the Company's 50% interest in CIS and
certain  equipment  previously  leased to CIS in exchange  for a cash payment of
$575,000. CIS will remain obligated on certain equipment leases, which currently
have a principal  obligation of  approximately  $400,000.  The Company has given
corporate  guarantees  regarding  those  leases,  and CIS and its joint  venture
partner have agreed to indemnify  the Company up to the amount of the  principal
obligation  for any claims  that might  arise  under the  guarantees  should CIS
default  on the  equipment  leases.  The  transaction  net of  related  cost and
expenses  should  yield a pre-tax gain of  approximately  $90,000 in the quarter
ending September 30, 2001.


Seasonality and Variation of Quarterly Results

     The Company's business is subject to substantial  quarterly variations as a
result of seasonality,  which the Company  believes is typical of the television
post-production  industry.  Historically,  revenues  and net  income  have  been
highest during the first and fourth quarters,  when the production of television
programs  and  consequently  the demand  for the  Company's  services  is at its
highest.  Revenues  have been  substantially  lower  during the second and third
quarters.  The Company  historically  has incurred  operating  losses during the
second quarter.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

     Derivative  Instruments.  The Company  does not invest,  and during the six
months ended June 30, 2001 did not invest, in market risk sensitive instruments.

     Market Risk.  The Company's  market risk exposure with respect to financial
instruments is subject to changes in the "30-day dealer  commercial  paper" rate
in the United States.  The Company had borrowings of $1,601,000 at June 30, 2001
under a term loan  (discussed  above) and may borrow up to $6.0 million  under a
revolving loan.  Amounts  outstanding  under the term loan and revolving  credit
facility bear interest at the 30-day dealer commercial paper rate plus 2.2%.


Part II.  Other Information

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

         At the Company's Annual Meeting of Shareholders held on June 15, 2001,
the following individuals were elected to the Company's Board of Directors:

                                              Votes For      Votes Withheld
                 Emory M. Cohen               7,132,465           11,091
                 Thomas D. Gordon             7,127,615           15,941
                 Craig A. Jacobson            7,129,515           14,081
                 David C. Merritt             7,130,515           13,041
                 James R. Parks               7,121,428           22,128


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits
              10.9 Merrill Lynch Business Financial Services Credit Agreements
              dated June 5, 2001.

(b)      Reports on Form 8-K
              Filed June 22, 2001 reporting the repurchase of shares of the
              Company's common stock held by Digital Creative Development
              Corporation.

<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.



                                        LASER-PACIFIC MEDIA CORPORATION
                                                  (Registrant)


     Dated:  August 7, 2001               /s/ James R. Parks
                                              James R.Parks
                                              Chief Executive Officer





     Dated:  August 7, 2001               /s/Robert McClain
                                             Robert McClain
                                             Chief Financial Officer
                                             (Principal Financial
                                             and Accounting Officer)