EXHIBIT 10.2.1


                         PHARMACEUTICAL RESOURCES, INC.
                        1997 DIRECTORS STOCK OPTION PLAN
                           Effective October 28, 1997


                                    ARTICLE I

                                   DEFINITIONS

         As used herein,  the following terms have the meanings  hereinafter set
forth unless the context clearly indicates to the contrary:

    (a) "Board" shall mean the Board of Directors of the Company.

    (b) "Company" shall mean Pharmaceutical Resources, Inc.

    (c) "Date of Grant" shall mean, with respect to any Eligible  Director:  (a)
the Effective Date with respect to those Options  granted on the Effective Date,
(b) the date  such  Eligible  Director  is  initially  elected  to the  Board of
Directors if such Eligible  Director was first elected after the Effective Date,
and (c) for each respective fiscal year of the Company  thereafter,  the date on
which the shareholders of the Company shall elect directors at an annual meeting
of shareholders or any adjournment thereof.

    (d)  "Effective  Date" shall mean October 28, 1997,  the date of adoption by
the Board.

    (e) "Eligible Director" shall mean any Director of the Company who is not an
employee of the Company or its subsidiaries.

    (f) "Fair Market  Value" on any day shall mean (a) if the  principal  market
for the Stock is The New York  Stock  Exchange,  any other  national  securities
exchange or The NASDAQ Stock Market,  the closing sales price regular way of the
Stock on such day as reported by such exchange or market,  or on a  consolidated
tape reflecting transactions on such exchange or market, or (b) if the principal
market for the Stock is not a national  securities  exchange and if there are no
closing prices reported on The NASDAQ Stock Market, the mean between the closing
bid and the  closing  asked  prices  for the Stock on such day as quoted on such
market,  or (c) if there are no such prices  quoted on The NASDAQ Stock  Market,
the price  furnished  by any New York  Stock  Exchange  member  selected  by the
Company from time to time for such  purpose;  provided  that if clauses (a), (b)
and (c) of this paragraph are all  inapplicable,  or if no trades have been made
or no quotes are  available  for such day,  the Fair  Market  Value of the Stock
shall be determined by the Board by any method which it deems, in good faith, to
be  appropriate.  The  determination  of the Board shall be conclusive as to the
Fair Market Value of the Stock.

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    (g)  "Option"  shall mean an Eligible  Director's  stock  option to purchase
Stock granted pursuant to the provisions of Article V hereof.

    (h)  "Optionee"  shall mean an Eligible  Director to whom an Option has been
granted hereunder.

    (i) "Option  Price" shall mean the price at which an Optionee may purchase a
share of Stock under a Stock Option Agreement.

    (j) "Qualified  Domestic Relations Order" shall have the meaning assigned to
such  term  under  the  Internal  Revenue  Code of  1986,  as  amended,  and the
regulations promulgated thereunder.

    (k) "1997 Plan" shall mean the Pharmaceutical Resources, Inc. 1997 Directors
Stock Option Plan, the terms of which are set forth herein, as amended from time
to time.

    (l) "1989 Plan" shall mean the Pharmaceutical Resources, Inc. 1989 Directors
Stock Option Plan.

    (m)  Sale  shall  mean  any   single   transaction   or  series  of  related
transactions,  upon the consummation of the following  events:  (i) a definitive
agreement for the merger or other  business  combination  of the Company with or
into another  corporation  pursuant to which the  shareholders of the Company do
not own, immediately after the transaction, more than 50% of the voting power of
the  corporation  that survives and is a publicly  owned  corporation  and not a
subsidiary of another  corporation,  or (b) a definitive agreement for the sale,
exchange,  or other disposition of all or substantially all of the assets of the
Company (other than to any  wholly-owned  subsidiary of the Company);  provided,
that a Sale  shall  not  be  deemed  to  have  occurred  if  there  shall  be an
affirmative vote of a majority of the Board to suspend the provisions of Section
4.3 of the 1997 Plan with respect to any such event.

    (n) "Stock"  shall mean the common stock,  par value $.01 per share,  of the
Company  or, in the event  that the  outstanding  shares of Stock are  hereafter
changed into or exchanged  for  different  stock or securities of the Company or
some other corporation, such other stock or securities.

    (o) "Stock Option Agreement" shall mean an agreement between the Company and
the Optionee under which the Optionee may purchase Stock in accordance  with the
1997 Plan.


                                   ARTICLE II

                                  THE 1997 PLAN

         2.1  NAME.  This  1997  Plan  shall  be  known  as  the  Pharmaceutical
Resources, Inc. 1997 Directors Stock Option Plan."



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<PAGE>


         2.2 PURPOSE.  The purpose of the 1997 Plan is to advance the  interests
of the Company and its  shareholders  by  affording  Eligible  Directors  of the
Company an  opportunity  to  acquire,  maintain  and  increase  their  ownership
interests in the Company,  and thereby to encourage their  continued  service as
directors  and to provide  them  additional  incentives  to  achieve  the growth
objectives of the Company.

         2.3 EFFECTIVE  DATE. The Effective Date of the 1997 Plan is October 28,
1997. Any Options granted under the 1997 Plan shall only become effective if the
shareholders of the Company shall have, on or before October 27, 1998,  approved
and  adopted  the 1997  Plan.  If the 1997  Plan  shall not be so  approved  and
adopted, all Options granted hereunder shall be of no effect.

         2.4 TERMINATION  DATE.  The  1997 Plan shall  terminate  and no further
Options shall be granted  hereunder upon the tenth  anniversary of the Effective
Date.


                                   ARTICLE III

                                  PARTICIPANTS

         Each Eligible  Director shall  participate  in the 1997 Plan,  provided
that he is or was  elected  as a member  of the Board at an  annual  meeting  of
shareholders,  or any adjournment  thereof, or was elected by Eligible Directors
who were elected as members of the Board at an annual meeting of shareholders to
fill a vacancy on the Board.


                                   ARTICLE IV

                      SHARES OF STOCK SUBJECT TO 1997 PLAN

         4.1 LIMITATIONS. Subject to any antidilution adjustment pursuant to the
provisions  of Section 4.2 hereof,  the maximum  number of shares of Stock which
may be issued  and sold  hereunder  shall not  exceed  500,000  shares of Stock.
Shares of Stock  subject  to an Option  may be either  authorized  and  unissued
shares or shares issued and later  acquired by the Company;  provided,  however,
that the  shares of Stock with  respect  to which an Option  has been  exercised
shall  not again be  available  for the  grant of an  Option  hereunder.  If any
outstanding  Options granted  hereunder shall terminate or expire for any reason
without  being  wholly  exercised  prior to the end of the period  during  which
Options may be granted hereunder,  new Options may be granted hereunder covering
such unexercised shares.

         4.2 ANTI-DILUTION.  In the event  that the outstanding  shares of Stock
are changed into or exchanged for a different  number or kind of shares or other
securities  of the  Company  or of  another  corporation  by reason  of  merger,
consolidation, reorganization,  recapitalization,  reclassification, combination
of shares, stock split, reverse stock split or stock dividend:


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<PAGE>


         (a) The rights under outstanding Options granted hereunder,  both as to
    the  number of  subject  shares  and the  Option  Price,  shall be  adjusted
    appropriately; and

         (b) Where  dissolution  or  liquidation of the Company or any merger or
    combination in which the Company is not a surviving corporation is involved,
    each outstanding Option granted hereunder shall terminate,  but the Optionee
    shall have the right,  immediately prior to such  dissolution,  liquidation,
    merger or combination,  to exercise his Option,  in whole or in part, to the
    extent that it shall not have been exercised,  without regard to the date on
    which such  Option  would  otherwise  have  become  exercisable  pursuant to
    Sections 5.4 hereof.

         The foregoing  adjustments and the manner of application  thereof shall
be determined  solely by the Board,  and any such adjustment may provide for the
elimination of fractional share interests.  The adjustments  required under this
Article  shall apply to any  successor or successors of the Company and shall be
made regardless of the number or type of successive events requiring adjustments
hereunder.

         4.3 SALE OF COMPANY.  Each Stock Option  Agreement  shall provide that,
upon a Sale, the Board may elect either (a) to continue the outstanding  Options
without any payment or (b) to cause to be paid to the Optionee upon consummation
of the Sale, a payment  equal to the excess,  if any, of the sale  consideration
receivable  by the  holders of shares of Common  Stock in such a Sale (the "Sale
Consideration")  over the purchase price for his Option for each share of Common
Stock the Optionee shall then be entitled to acquire under the 1997 Plan. If the
Board  elects to continue  the Option,  then the Company  shall cause  effective
provisions to be made so that the Optionee  shall have the right,  by exercising
the Option prior to the respective  Expiration  Dates,  to purchase the kind and
amount of shares of stock and other securities and property receivable upon such
a Sale by a holder of the number of shares of Common Stock which might have been
purchased upon exercise of the Option  immediately  prior to the Sale. The value
of the Sale  Consideration  receivable by the holder of a share of Common Stock,
if it shall be other than  cash,  shall be  determined,  in good  faith,  by the
Board.  Upon  payment to the  Optionee of the Sale  Consideration,  the Optionee
shall have no further rights in connection with the Option  granted,  the Option
shall be terminated and  surrendered  for  cancellation  and the Option shall be
null and void.


                                    ARTICLE V

                                     OPTIONS

         5.1 OPTION GRANT, NUMBER OF SHARES AND AGREEMENT.


         (a) EXCHANGE OF EXISTING  OPTIONS.  Subject to the  provisions  hereof,
    each Eligible  Director on the Effective  Date shall be granted an Option to
    purchase  Ten  Thousand  (10,000)  shares  of Stock  for  each  year of such
    Eligible Director's tenure as a director of the Company. Notwithstanding the


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    preceding sentence, the grant of Options to an Eligible Director pursuant to
    this  Section  5.1(a)  shall be  expressly  conditioned  upon such  Eligible
    Director  surrendering  for  cancellation  all  stock  options  held by such
    Director  which were  granted to him under the 1989 Plan,  and the number of
    Options  granted to an Eligible  Director under this Section 5.1(a) shall in
    no event exceed the number of such stock options granted under the 1989 Plan
    surrendered by such Director.

         (b) ANNUAL GRANT OF OPTIONS.  Subject to the  provisions  hereof,  each
    Eligible  Director  shall be granted  an Option to  purchase  Five  Thousand
    (5,000) shares of Stock on (i) the Effective  Date and (ii) each  subsequent
    Date of Grant (the "Annual Grant").  Notwithstanding  anything herein to the
    contrary,  no Eligible  Director  shall be entitled to receive more than one
    Annual Grant in any calendar year.

         (c)  ADDITIONAL  GRANT.  Subject to the provisions  hereof,  on (i) the
    Effective  Date  and (ii)  each  subsequent  Date of  Grant,  each  Eligible
    Director  shall be granted an Option to  purchase  up to an  additional  Six
    Thousand (6,000) shares of Stock (the  "Additional  Grant") if such Eligible
    Director owns on the respective  Effective Date or subsequent  Date of Grant
    (as the case may be) an  amount of  issued  shares  of  Common  Stock of the
    Company not less than the product of 2,500 shares of Common Stock multiplied
    by the sum of one and the number of years in which he was granted previously
    an  Additional  Grant.   Notwithstanding  the  foregoing,  for  purposes  of
    determining each Eligible  Director's  entitlement to an Additional Grant on
    the  Effective  Date,  the  Eligible  Director  must own not less than 2,500
    shares of Common Stock of the Company by April 1, 1998. An Eligible Director
    who shall not be entitled to receive an Additional  Grant on any  particular
    Date of Grant as a result of the failure to satisfy the conditions set forth
    in this  Section  5.1(c)  shall be eligible to receive an  Additional  Grant
    pursuant  to  this  Section  5.1(c)  on  any   subsequent   Date  of  Grant.
    Notwithstanding  anything herein to the contrary, no Eligible Director shall
    be entitled to receive more than one Additional Grant in any calendar year.

         (d) AGREEMENT.  Each Option so  granted shall be evidenced by a written
    Stock  Option  Agreement,  dated as of the Date of Grant and executed by the
    Company and the Optionee,  stating the Option's duration,  time of exercise,
    and  exercise  price.  The  terms  and  conditions  of the  Option  shall be
    consistent with the 1997 Plan.

         5.2 OPTION PRICE.  The Option Price of the Stock subject to each Option
shall be the Fair Market Value of the Stock on its Date of Grant.

         5.3 OPTION   EXPIRATION.  Each  Option  shall  expire  on   the   tenth
anniversary of such Option's Date of Grant (the "Expiration Date").

         5.4 OPTION EXERCISE.

         (b) Any Option  granted  under the 1997 Plan may not be  exercised,  in
    whole or in part, until the first anniversary of the Date of Grant,  subject
    to any additional  conditions  imposed by the Board and set forth in a Stock


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<PAGE>


    Option Agreement.  If an Eligible Director shall be removed "for cause" as a
    member of the Board of Directors on or prior to the first anniversary of the
    Date of Grant of any Option,  such Option shall  terminate and be forfeited.
    Subject to the  provisions  of this Section  5.4(a),  an Option shall remain
    exercisable  at all times until the Expiration  Date,  regardless of whether
    the  Optionee  thereafter  continues  to  serve as a  member  of the  Board.
    Notwithstanding  the  foregoing,  an  Additional  Grant shall  automatically
    terminate and be forfeited in the event that the Eligible  Director  holding
    such Additional  Grant shall fail to continue to own the number of shares of
    Common Stock which were equal to the number of shares which were a condition
    of such Additional  Grant. Any such termination and forfeiture shall be done
    on a pro rata basis to the number of shares sold or disposed of.

         (c) An Option may be  exercised at any time or from time to time during
    the  term of the  Option  as to any or all full  shares  which  have  become
    exercisable  in accordance  with this  Section,  but not as to less than one
    hundred  shares of Stock  unless the  remaining  shares of Stock that are so
    exercisable  are less than one hundred shares of Stock.  The Option Price is
    to be paid in full in cash upon the exercise of the Option. The holder of an
    Option shall not have any of the rights of a shareholder with respect to the
    shares of Stock  subject to the Option  until such shares of Stock have been
    issued or transferred to him upon the exercise of his Option.

         (d) An Option shall be  exercised by written  notice of exercise of the
    Option, with respect to a specified number of shares of Stock,  delivered to
    the Company at its principal  office,  and by cash payment to the Company at
    said  office of the full  amount  of the  Option  Price  for such  number of
    shares.  In  addition  to, and prior to the  issuance of a  certificate  for
    shares  pursuant  to any  Option  exercise,  the  Optionee  shall pay to the
    Company in cash the full  amount of any  Federal,  state or local  income or
    employment  taxes required to be withheld by the Company as a result of such
    exercise.

         (e) At the  discretion  of the Board,  the Stock Option  Agreement  may
    provide that an Option  granted  under the 1997 Plan may be  exercised  with
    respect  to a  specified  number  of shares  of Stock by  written  notice of
    exercise to the Company stating that (i) the option price for the shares and
    any  withholding  tax due thereon will be paid to the Company  directly by a
    broker-dealer   designated   by  the  Eligible   Director  and   irrevocable
    instructions to such effect have been furnished by the Eligible  Director to
    such  broker-dealer,  and (ii) an advice from the  broker-dealer  confirming
    payment to the  Company  will be  promptly  delivered  to the  Company.  The
    exercise of any such option  shall be  irrevocable  at the time of notice to
    the Company;  PROVIDED,  HOWEVER,  that the Company shall not be required to
    deliver certificates for shares of Stock with respect to the exercise of the
    option until the Company has  confirmed  the receipt of good and  sufficient
    funds in payment of the purchase price thereof.

         5.5  NONTRANSFERABILITY  OF OPTION.  Unless  otherwise  provided in the
relevant Stock Option  Agreement,  options may not be transferred by an Optionee
otherwise  than  by  will  or the  laws of  descent  and  distribution,  or by a
Qualified  Domestic  Relations Order.  Unless otherwise provided in the relevant


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<PAGE>


Stock Option  Agreement,  during the lifetime of an Optionee,  his Option may be
exercised only by him (or by his guardian or legal representative, should one be
appointed) or by his spouse to whom the Option has been transferred  pursuant to
a Qualified  Domestic Relations Order. In the event of the death of an Optionee,
any  Option  held  by  him  may  be  exercised  by  his   legatee(s)   or  other
distributee(s) or by his personal representative(s).


                                   ARTICLE VI

                               STOCK CERTIFICATES

         The Company  shall not be required to issue or deliver any  certificate
for shares of Stock purchased upon the exercise of any Option granted  hereunder
or any portion thereof unless,  in the opinion of counsel to the Company,  there
has been compliance with all applicable  legal  requirements.  An Option granted
under the 1997 Plan will provide that the Company's obligation to deliver shares
of Stock upon the exercise  thereof may be  conditioned  upon the receipt by the
Company of a representation as to the investment intention of the holder thereof
in such form as the Company shall determine to be necessary or advisable  solely
to comply with the provisions of the Securities Act of 1933, as amended,  or any
other Federal,  state or local  securities  laws. All certificates for shares of
Stock  delivered  under the 1997 Plan  shall be  subject  to such stop  transfer
orders and other restrictions as the Company may deem advisable under the rules,
regulations,  and other requirements of the Securities and Exchange  Commission,
any stock  exchange upon which the Stock is then listed,  any Federal,  state or
local securities laws and applicable  corporate law, and the Company may cause a
legend  or  legends  to be put on any  such  certificates  to  make  appropriate
reference to such restrictions.


                                   ARTICLE VII

              TERMINATION, AMENDMENT AND MODIFICATION OF 1997 PLAN

         The Board may at any time  terminate the 1997 Plan, and may at any time
and from time to time and,  in any  respect  amend or modify the 1997 Plan.  The
Board may amend the terms of any award theretofore  granted under the 1997 Plan;
provided,  however, that subject to Section 4.1 hereof, no such amendment may be
made by the  Board  which in any  material  respect  impairs  the  rights of the
participant without the participant's consent.


                                  ARTICLE VIII

                    RELATIONSHIP TO OTHER COMPENSATION PLANS

         The  adoption  of the 1997 Plan shall  neither  affect any other  stock
option,  incentive or other  compensation plans in effect for the Company or any
of its  subsidiaries,  nor shall the  adoption  of the 1997  Plan  preclude  the


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<PAGE>


Company from  establishing  any other forms of  incentive or other  compensation
plan for directors of the Company.

                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1 1997 PLAN  BINDING  ON  SUCCESSORS.  The 1997 Plan shall be binding
upon the successors and assigns of the Company.

         9.2 SINGULAR,  PLURAL;  GENDER.  Whenever  used  herein,  nouns in  the
singular shall include the plural,  and the masculine  pronoun shall include the
feminine gender.

         9.3 HEADINGS, ETC.,  NOT  PART OF 1997 PLAN.  Headings of  articles and
Sections  hereof  are  inserted  for  convenience  and  reference,  and  do  not
constitute a part of the 1997 Plan.


As of May, 1998





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                                 FIRST AMENDMENT
                                       TO
                         PHARMACEUTICAL RESOURCES, INC.
                        1997 DIRECTORS STOCK OPTION PLAN


         FIRST  AMENDMENT  dated January 12, 2001, to the 1997  Directors  Stock
Option Plan (the "Plan") of Pharmaceutical Resources, Inc. (the "Company").

         WHEREAS,  the Company  maintains the Plan,  effective as of October 28,
1997; and

         WHEREAS,  the Board of Directors of the Company has determined  that it
is  appropriate to amend the Plan in order to revise the definition of the "Date
of Grant".

         NOW, THEREFORE, the Plan is hereby amended as follows:

         1. The  definition  of "Date of Grant" as set forth in Article I of the
Plan is hereby revised and amended to read as follows:

         "(c) `Date of Grant' shall mean, with respect to any Eligible Director:
    January 12, 2001; and for each year thereafter,  the earlier to occur of the
    following: (i) the date on which shareholders of the Corporation shall elect
    directors at an annual meeting of shareholders or any adjournment thereof or
    (ii) December 31 of each fiscal year.'

         2. This Amendment shall be effective as of the date hereof.

         3. In all  respects  not  amended,  the  Plan is  hereby  ratified  and
confirmed and remains in full force and effect.


                                PHARMACEUTICAL RESOURCES, INC.


                                By:/s/ DENNIS J. O'CONNOR
                                   --------------------------------
                                   Dennis J. O' Connor,
                                   Vice President and Chief Financial
                                     Officer






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<PAGE>


                                SECOND AMENDMENT
                                       TO
                         PHARMACEUTICAL RESOURCES, INC.
                        1997 DIRECTORS STOCK OPTION PLAN


         SECOND  AMENDMENT,  dated March 28, 2001, to the 1997  Directors  Stock
Option Plan,  as amended (the "Plan") of  Pharmaceutical  Resources,  Inc.  (the
"Company").

         WHEREAS,  the Company  maintains the Plan,  effective as of October 28,
1997; and

         WHEREAS,  the Board of Directors of the Company has determined  that it
is appropriate to amend the Plan in order to reduce the maximum number of shares
of common  stock,  par value $.01 per share,  of the Company which may be issued
and sold under the Plan from 500,000 shares to 450,000 shares; and

         WHEREAS,  the Board of  Directors  wishes to clarify  that the  options
granted to Eligible  Directors  on January  12, 2001 were  intended to be Annual
Grants for the Company's 2000 fiscal year, during which time the Company did not
hold an annual meeting of stockholders and  consequently  Annual Grants were not
granted.

         NOW, THEREFORE, the Plan is hereby amended as follows:

         1. The first  sentence of Section 4.1 of the Plan is hereby revised and
amended to read as follows:

         "Subject to any antidilution  adjustment  pursuant to the provisions of
    Section  4.2  hereof,  the  maximum  number of shares of Stock  which may be
    issued and sold hereunder shall not exceed 450,000 shares of Stock."

         2. The following  phrase shall be added to the end of the last sentence
of Section 5.1(b):

         "except that the Options  granted to Eligible  Directors on January 12,
         2001 shall be deemed to be the Annual  Grant for the  Company's  fiscal
         year ending December 31, 2000."

         3. The following  phrase shall be added to the end of the last sentence
of Section 5.1(c):

         "except that the Options  granted to Eligible  Directors on January 12,
         2001  shall be deemed  to be the  Additional  Grant  for the  Company's
         fiscal year ending December 31, 2000."

         4. This Amendment shall be effective as of the date hereof.




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<PAGE>


         5. In all  respects  not  amended,  the  Plan is  hereby  ratified  and
confirmed and remains in full force and effect.


                                PHARMACEUTICAL RESOURCES, INC.


                                By:/s/ DENNIS J. O'CONNOR
                                   -----------------------------------------
                                      Dennis J. O' Connor,
                                      Vice President and Chief Financial
                                        Officer



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<PAGE>


                                 THIRD AMENDMENT
                                       TO
                         PHARMACEUTICAL RESOURCES, INC.
                        1997 DIRECTORS STOCK OPTION PLAN



         THIRD  AMENDMENT,  dated January 8, 2002, to the 1997  Directors  Stock
Option Plan,  as amended (the "Plan") of  Pharmaceutical  Resources,  Inc.  (the
"Company").

         WHEREAS,  the Company  maintains the Plan,  effective as of October 28,
1997; and

         WHEREAS,  the Board of Directors of the Company has determined  that it
is  appropriate  to amend the Plan in order to (i) revise the  definition of the
Date of Grant,  (ii) to increase the Annual Grant of an option to purchase 7,500
shares of Stock,  and (iii) eliminate the Additional  Grant to purchase up to an
additional 6,000 shares of Stock;

         NOW, THEREFORE, the Plan is hereby amended as follows:

         1. The  definition  of "Date of Grant" as set forth in Article I of the
Plan is hereby revised and amended to read as follows:

         "'Date of Grant' shall mean, with respect to any Eligible Director, the
         date  such  Eligible  Director  is  initially  elected  to the Board of
         Directors  and for each year  thereafter,  the  earlier to occur of the
         following:  (i) the date on which the shareholders of the Company shall
         elect directors at an annual meeting of shareholders or any adjournment
         thereof or (ii) December 31 of each fiscal year".

         2. The first sentence of Section 5.1(b) shall be revised and amended to
read as follows:

         "Subject to the  provisions  hereof,  each Eligible  Director  shall be
         granted an Option to  purchase  Seven  Thousand  Five  Hundred  (7,500)
         shares of Stock on the Date of Grant (the "Annual Grant").

         3. Section 5.1(c) shall be deleted in its entirety.

         4. The last two sentences of Section 5.4(b) shall be deleted.

         5. This Amendment shall be effective as of October 11, 2001.




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         6. In all  respects  not  amended,  the  Plan is  hereby  ratified  and
confirmed and remains in full force and effect.


                                PHARMACEUTICAL RESOURCES, INC.


                                By:/s/ DENNIS J. O'CONNOR
                                   -----------------------------------------
                                   Dennis J. O' Connor,
                                   Vice President and Chief Financial
                                     Officer









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