U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(MARK ONE)

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

                    For the quarter ended September 30, 1999

         [   ]     TRANSITION REPORT UNDER SECTION 13 OR A5(d) OF THE SECURITIES
                   EXCHANGE ACT OF 1934  (no fee required)



                         Commission file number 0-23544

                         HUMAN PHERONONE SCIENCES, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

           California                                        94-3107202
-------------------------------------------               -------------------
(State or other jurisdiction of                           (I.R.S. employee
 incorporation or organization)                           Identification No.)



  4034 Clipper Court, Fremont, California                        94538
-------------------------------------------               -------------------
 (Address of principal executive offices)                     (Zip code)


                    Issuer's telephone number: (510) 226-6874


         Check whether the Issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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
[ ]

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.  3,429,839 shares of Common
Stock as of November 1, 1999

                                                                 Total Pages: 13
<PAGE>
<TABLE>

                                           HUMAN PHEROMONE SCIENCES, INC.

                                                        INDEX
<CAPTION>
                                                                                                               Page
PART I
FINANCIAL INFORMATION
<S>                                                                                                              <C>

         Item 1. Financial Statements

                 Condensed Balance Sheets (Unaudited) as of September 30, 1999
                 and December 31, 1998...........................................................................4

                 Statements of Operations (Unaudited) for the Three Months and Nine Months Ended
                 September 30, 1999 and 1998.....................................................................5

                 Condensed Statements of Cash Flows (Unaudited) for the Nine Months
                 Ended September 30, 1999 and 1998...............................................................6

                 Notes to Condensed Financial Statements (Unaudited).............................................7

         Item 2. Management's Discussion and Analysis

                 Management's Discussion and Analysis of Financial Condition and Results of Operations...........8

PART II
OTHER INFORMATION


         Item 6. Exhibits and Reports on Form 8-K................................................................12

SIGNATURES.......................................................................................................13

</TABLE>
                                       2

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION


Item 1.  Financial Statements


                                       3
<PAGE>

<TABLE>

                                                   Human Pheromone Sciences, Inc.

                                                           Balance Sheets
<CAPTION>
                                                                                               September 30,
                                                                                                    1999               December 31,
                                                                                                 (unaudited)               1998
                                                                                                ------------           ------------
<S>                                                                                             <C>                    <C>
Assets
Current assets:
  Cash and cash equivalents                                                                     $     58,230           $     76,696
  Accounts receivable, net of allowances of $131,402                                               1,939,864              2,051,574
   and $677,735 in 1999 and 1998, respectively
  Inventory                                                                                        2,737,489              2,894,541
  Other current assets                                                                               154,238                113,635
                                                                                                ------------           ------------
Total current assets                                                                               4,889,821              5,136,446

Property and equipment, net                                                                           23,919                 58,596
                                                                                                ------------           ------------

                                                                                                $  4,913,740           $  5,195,042
                                                                                                ============           ============


Liabilities and shareholders' equity



  Loan payable, bank                                                                            $  1,200,000           $    773,534
  Accounts payable                                                                                   689,151                691,674
  Accrued advertising                                                                                196,000                553,926
  Accrued commissions                                                                                333,964                448,051
  Other accrued expenses                                                                             324,258                318,228
                                                                                                ------------           ------------
Total current liabilities                                                                          2,743,373              2,785,413


Shareholders' equity:
  Convertible  preferred  stock,  issuable in series,
    no par value,
    shares authorized,  1,446,842 and
    1,439,333 shares issued and outstanding at
    September 30, 1999 and
    December 31, 1998, respectively                                                                3,245,535              2,745,535
  Common stock, no par value, 40,000,000 shares authorized,
    3,429,839 shares issued and outstanding at September 30, 1999
    and December 31, 1998, respectively                                                           17,667,024
                                                                                                                         17,667,024
  Accumulated deficit                                                                            (18,704,835)           (18,002,930)
  Accumulated other comprehensive income:
      Foreign currency translation                                                                   (37,357)                  --
                                                                                                ------------           ------------
Total shareholders' equity                                                                         2,170,367              2,409,629
                                                                                                ------------           ------------

                                                                                                $  4,913,740           $  5,195,042
                                                                                                ============           ============

<FN>
See accompanying notes.
</FN>
</TABLE>

                                                                  4

<PAGE>

<TABLE>
                                                   Human Pheromone Sciences, Inc.

                                                      Statements of Operations
                                                             (unaudited)

<CAPTION>
                                                                    Three months ended                      Nine months ended
                                                               ------------------------------        ------------------------------
                                                                        September 30,                         September 30,
                                                               ------------------------------        ------------------------------
                                                                  1999               1998               1999                1998
                                                               -----------        -----------        -----------        -----------
<S>                                                            <C>                <C>                <C>                <C>
Net sales                                                      $ 2,124,398        $ 2,312,805        $ 6,474,273        $ 7,581,223
Cost of goods sold                                                 919,873            885,391          2,455,899          2,556,664
                                                               -----------        -----------        -----------        -----------

Gross profit                                                     1,204,525          1,427,414          4,018,374          5,024,559

Expenses:
   Research and development                                         81,874            107,751            248,580            290,199
   Selling, general and administrative                           1,195,222          1,502,715          4,396,616          7,062,857
                                                               -----------        -----------        -----------        -----------

Total expenses                                                   1,277,096          1,610,466          4,645,196          7,353,056
                                                               -----------        -----------        -----------        -----------

Loss from operations                                               (72,571)          (183,052)          (626,822)        (2,328,497)

Interest income                                                        102                 58                256                220
Interest (expense)                                                 (24,227)           (16,658)           (70,399)           (38,127)
Other income (expense)                                               1,583             13,737             (4,940)            11,548
                                                               -----------        -----------        -----------        -----------

Loss before income taxes                                           (95,113)          (185,915)          (701,905)        (2,354,856)

Income taxes                                                          --                 --                 --                 --
                                                               -----------        -----------        -----------        -----------

Net loss                                                       $   (95,113)       $  (185,915)       $  (701,905)       $(2,354,856)
                                                               ===========        ===========        ===========        ===========

Net loss per common share-basic                                $      (.03)       $      (.05)       $      (.20)       $      (.69)
                                                               ===========        ===========        ===========        ===========

Net loss per common share-
  assuming dilution                                            $      (.03)       $      (.05)       $      (.20)       $      (.69)
                                                               ===========        ===========        ===========        ===========

Weighted average shares used in calculation
  of net loss per share                                          3,429,839          3,429,839          3,429,839          3,429,839
                                                               ===========        ===========        ===========        ===========

Weighted average shares and equivalents,
  if dilutive, used in calculation of net loss
  per common share                                               3,429,839          3,429,839          3,429,839          3,429,839
                                                               ===========        ===========        ===========        ===========

<FN>
See accompanying notes.
</FN>
</TABLE>


                                                                  5

<PAGE>

<TABLE>

                                                   Human Pheromone Sciences, Inc.

                                                      Statements of Cash Flows
                                                             (unaudited)

<CAPTION>
                                                                                                  Nine months ended September 30,
                                                                                               ------------------------------------
                                                                                                  1999                      1998
                                                                                               -----------              -----------
<S>                                                                                            <C>                      <C>
Cash flows from operating activities
Net loss                                                                                       $  (701,905)             $(2,354,856)
Adjustments to reconcile net loss to net
  cash used in operating activities:
  Depreciation and amortization                                                                     34,677                   49,838

  Changes in operating assets and liabilities:
    Accounts receivable                                                                            111,710                1,047,737
    Inventory                                                                                      157,052                  268,039
    Other current assets                                                                           (40,603)                  16,400
 Accounts payable and accrued liabilities                                                         (468,506)                  14,836
                                                                                               -----------              -----------
Net cash provided by (used in) operating activities                                               (907,575)                (958,006)

Cash flows from investing activities
Purchase of property and equipment                                                                    --                    (21,796)
                                                                                               -----------              -----------
Net cash used in investing activities                                                                 --                    (21,796)


Cash flows from financing activities
Proceeds from bank borrowings                                                                    1,510,000                3,766,390
Repayment of bank borrowings                                                                    (1,083,534)              (3,009,000)
Proceeds from issuance of convertible preferred stock                                              500,000                     --
                                                                                               -----------              -----------
Net cash provided by (used for) financing activities                                               926,466                  757,390

Effect of exchange rate changes on cash                                                            (37,357)                    --
                                                                                               -----------              -----------

Net increase/(decrease) in cash and cash equivalents                                               (18,466)                (222,412)
Cash and cash equivalents at beginning of the year                                                  76,696                  248,617
                                                                                               -----------              -----------
Cash and cash equivalents at end of the period                                                 $    58,230              $    26,205
                                                                                               ===========              ===========

<FN>
See accompanying notes.
</FN>
</TABLE>

                                                                  6

<PAGE>

                         Human Pheromone Sciences, Inc.

                     Notes to Condensed Financial Statements
                                   (unaudited)

                               September 30, 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

         The accompanying  unaudited  condensed  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  Operating  results for the three  months and nine months  ended
September  30, 1999 are not  necessarily  indicative  of the results that may be
expected  for the  calendar  year ending  December  31,  1999.  These  condensed
financial  statements  should be read in conjunction with the Company's  audited
financial  statements  and footnotes  thereto  included in the Company's  annual
report on Form 10-KSB for the year ended December 31, 1998.


Inventory

         Inventories  are  stated  at the  lower of cost  (first  in - first out
method) or market.  The  inventory  at September  30, 1999  consists of finished
goods inventory valued at $886,439 work in process of $370,998 and raw materials
of $1,480,052.  At December 31, 1998, these balances were  $1,114,443,  $264,599
and $1,515,499, respectively.

Comprehensive Loss

         Comprehensive loss for the quarter ended September 30, 1999 was $84,857
compared to $185,915 for the quarter  ended  September  30, 1998.  Comprehensive
loss for the nine  months  ended  September  30, 1999 was  $739,262  compared to
$2,354,856 for the nine months ended September 30, 1998.



                                       7
<PAGE>

Item 2. Management's Discussion and Analysis

         This report contains  forward-looking  statements within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act  of  1934,  as  amended.  Except  for  the  historical
information contained in this discussion and analysis of financial condition and
results  of  operations,  the  matters  discussed  herein  are  forward  looking
statements.  These forward looking statements include but are not limited to the
Company's  plans for sales  growth and  expansion  into new  channels  of trade,
expectations  of gross  margin,  expenses,  new  product  introduction,  and the
Company's   liquidity  and  capital  needs.  These  matters  involve  risks  and
uncertainties  that could cause  actual  results to differ  materially  from the
statements made. In addition to the risks and  uncertainties  described in "Risk
Factors",  below,  these risks and  uncertainties  may include  consumer trends,
business cycles,  scientific  developments,  changes in governmental  policy and
regulation,  currency  fluctuations,  economic  trends in the United  States and
inflation. These and other factors may cause actual results to differ materially
from those anticipated in forward-looking statements.  Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date hereof.

Risk Factors

         The  Company's  future  results  may be affected to a greater or lesser
degree by the following factors among others:

         The  Company  may  not be  able  to  effectively  compete  with  larger
companies  or with new  products.  The  prestige  fragrance  market is extremely
competitive.  Many  fragrance  products  are  better  known  than the  Company's
products and compete for  advertising and retail shelf space.  Many  competitors
have  significantly  greater  resources  that will  allow  them to  develop  and
introduce new competing  products or increase the promotion of current  products
more easily and effectively than the Company.

         The  product  life cycle of a  fragrance  can be very  short.  Changing
fashions  and fads can  dramatically  shift  consumer  preferences  and demands.
Traditional  fragrance  companies  introduce a new  fragrance  every year or so.
Changing  fashions and new products may reduce the chance of creating  long term
brand loyalty to the Company's products.

         The Company's marketing strategy may not be successful. The Company may
not be able to  establish  and  maintain the  necessary  sales and  distribution
channels.  Retail  outlets and  catalogs  may choose not to carry the  Company's
products.  The Company may not have sufficient funds to successfully  market its
products if the current marketing strategy is not successful.

         The  current  retail  environment  may cause  pricing  and  promotional
pressures. Four companies,  Federated Department Stores, The May Company, Dayton
Hudson/Marshall  Fields and Dillard Department Stores, own the majority of upper
end  department  stores.  Because  of  their  market  share,  each  company  has
significant  power to determine the price and promotional terms that the Company
must meet in order to sell its products in the company's department stores.

         Upper end  department  stores face  increasing  competition by discount
perfumeries,  drug  chains  and  lower  priced  department  stores  for sales of
fragrances  and  cosmetics.  To compete,  upper end  department  stores have cut
inventories,  reduced co-op advertising, and increased promotions. These tactics
may  force  the  Company  to  reduce  its  prices  or  increase  the cost of its
promotions.

         Seasonality  in sales  may cause  significant  variation  in  quarterly
results.  Sales in the  fragrance  industry are  generally  seasonal  with sales
higher in the second half of the year  because of  Christmas.  This  seasonality
could  cause  a  significant  variation  in the  Company's  quarterly  operating
results.

         The Company not be able to protect its technology or trade secrets. The
Company's  patents  and  patent  applications  may  not  protect  the  Company's
technology or ensure that the Company's  technology does not infringe  another's
valid  patent.  Others  may  independently   develop  substantially   equivalent
proprietary information.  The Company may not be able to protect its technology,
proprietary information or trade secrets.

                                       8
<PAGE>

         The Company may not be able to recruit  and retain key  personnel.  The
Company's  success  substantially  depends upon  recruiting  and  retaining  key
employees and  consultants  with  research,  product  development  and marketing
experience.  The Company may not be successful in recruiting and retaining these
key people.

         The Company relies upon other  companies to  manufacture  its products.
The  Company  relies  upon  Pherin  and  other   companies  to  manufacture  its
pheromones,  supply  components,  and to blend,  fill and package its  fragrance
products.   The  Company  may  not  be  able  to  obtain  or  retain   pheromone
manufacturers,  fragrance  suppliers,  or component  manufacturers on acceptable
terms.  If not, the Company may not be able to obtain  commercial  quantities of
its products. This would adversely affect operating results.

Results of Operations

Three  Months  ended  September  30, 1999 as compared to the Three  Months ended
September 30, 1998

         Net sales for the third quarter of 1999 were $2,124,398  representing a
decrease of 8% from sales of $2,312,805  for the prior year's  quarter.  Revenue
from the sale of its human pheromone products under the Company's initial supply
agreement with Avon Products,  Inc. contributed 11% of the current quarter's net
sales.  The revenue from the supply  agreement sales helped offset a 34% decline
of  department  store  sales from last year's  third  quarter.  This  decline is
consistent  with the  Company's  stated  goal for  1999 to more  directly  focus
selling and marketing  efforts in a reduced  number of  department  stores which
have the potential to be profitable partners in the Realm(R) fragrance business.
Sales to secondary markets increased 15% compared to last years third quarter.

         In 1999 a U.S. distributor,  which is considered a domestic customer of
the Company,  began selling to international  markets  previously being serviced
directly  by the  Company,  thereby  causing a  decrease  in  reported  sales to
international  markets,  and  increased  sales to  domestic  secondary  markets.
International  shipments  have also declined since pipeline sales were made into
new markets in 1998; there were no such pipeline sales in the 1999 quarter.  Net
sales for the quarters ended September 30, 1999 and 1998 were as follows:

--------------------------------------------------------------------------------
Markets                                             1999                1998
--------------------------------------------------------------------------------
U.S. Markets                                      $1,921,513          $2,026,618
International Markets                                202,885             286,187
                                                  ----------          ----------

Net Sales                                         $2,124,398          $2,312,805


         Gross profit for the quarter ended  September 30, 1999 decreased 16% to
$1,204,525  from  $1,427,414  in the prior year due to the sale of lower  margin
value sets this quarter.  The Company  offered to the department  stores a lower
priced Fall set to test consumer response to a lower price point.  International
gross  profit  is down 4% as we have  started  to sell  lower  margin  sets into
markets that have only purchased open stock products in the past.

         Research and  Development  expenses for the third  quarters of 1999 and
1998 were $81,874 and $107,751  respectively.  These costs  principally  reflect
payments  and  costs  under  the   Company's   research   contract  with  Pherin
Pharmaceuticals.

         Operating expenses decreased $307,493 (20%), to $1,195,222 in the third
quarter of 1999 from $1,502,715 in the third quarter of 1998.  While $205,912 of
this  decrease was  attributable  to lower  advertising,  selling and  marketing
costs,  decreased  spending  was also  attained in  facilities,  and general and
administrative  areas.  The 20%  reduction  in  spending  is the  result  of the
Company's plan to execute a more focused sales and marketing strategy and a more
focused  expense  budget.  The third  quarter  results are  consistent  with the
Company's 1999 sales and marketing plan that  anticipated  the decrease in sales
and gross margin, with offsetting savings in operating areas.

                                       9
<PAGE>

         The Company  incurred  $24,125 in net interest expense during the third
quarter of 1999  compared to $16,600 net interest  expense in 1998 due to higher
average borrowings.

Nine Months  ended  September  30,  1999 as  compared  to the Nine Months  ended
September 30, 1998

         Net sales for the nine months ended September 30, 1999 were $6,474,273.
This was a 15%  decrease  from net sales of  $7,581,223  for the nine  months of
1998.  Revenue from the sale of the Company's  human  pheromones  under a supply
agreement with Avon Products,  Inc. which  commenced in 1999, and a 55% increase
in sales for the secondary  markets,  catalog  companies  and direct  marketing,
offset a significant  portion of the 70% decline in U.S. department store sales.
The  decline in the  department  store  sales is  attributable  to the late 1998
reduction  in the number of stores with whom the Company does  business,  and to
the stated  Company  goal to focus on  accounts  that have the  potential  to be
profitable partners.

In 1999 a U.S.  distributor,  that is  considered  a  domestic  customer  of the
Company  began  selling  to  international  markets  previously  being  serviced
directly by the  Company,  thereby  causing a decrease in reported  sales to the
international markets. International shipments have also declined since pipeline
sales were made into new markets in 1998;  there were no such sales in 1999. Net
sales for the nine months ended September 30, 1999 and 1998 are as follows:

--------------------------------------------------------------------------------
Class of Trade                                      1999                1998
--------------------------------------------------------------------------------
U.S. Markets                                      $6,019,961          $6,580,631
International Markets                                454,312           1,000,592
                                                  ----------          ----------

Net Sales                                         $6,474,273          $7,581,223


         Gross  profit for the nine months of 1999  declined  20% to  $4,018,374
from  $5,024,559 in 1998.  The decrease is primarily the result of reduced sales
volume,  and the  increased  sales to the lower  gross  margin  secondary  sales
channel.

         Research and Development  expenses for the nine months of 1999 and 1998
were  $248,580  and  $290,199,  respectively  and are  principally  comprised of
payments under the Company's contract with Pherin Corporation.

         Operating  expenses  decreased to  $4,396,616  in the nine months ended
September  30, 1999 from  $7,062,857  in the period  ended  September  30, 1998.
Selling, marketing and advertising accounted for $2,317,284 of the decrease with
all  operational  areas also  spending  less in 1999 than in 1998.  The  reduced
spending is  consistent  with the Company's  1999 sales and marketing  plan that
anticipated the decrease in sales and gross profit,  with offsetting  savings in
operating expenses.

         The Company  incurred  $70,143 in net interest expense during the first
nine  months of 1999  compared to $37,907  net  interest  expense in 1998 due to
higher average borrowings during the period.

LIQUIDITY

         At  September  30, 1999,  the Company had a $3,000,000  line of credit,
against which it had borrowed $1,200,000; its working capital was $2,146,448. At
September  30, 1998 the Company had net  borrowings  of  $1,305,390  and working
capital  of  $2,002,985.  For the first  nine  months of 1999,  net cash used in
operating  activities was $907,575 compared to net cash used of $958,006 for the
prior  year's nine month  period.  Assuming  the  Company's  activities  proceed
substantially  as  planned,  the  Company's  line of credit,  additional  equity
capital from preferred  stock issuance,  and  anticipated  revenues from product
sales and  technology  licensing  is expected to be adequate to meet its working
capital needs over the next twelve months.  Working  capital  requirements  will
primarily be for the supply of inventory and accounts receivable financing.

                                       10
<PAGE>

On July 23, 1999 and on August 11, 1999 the company obtained $100,000 additional
equity capital  (total of $200,000 was received)  from a current  shareholder by
issuing shares of convertible preferred stock.

         Additional  working  capital may be required should the Company fail to
generate  consumer  response  levels  as  planned  for  in  1999.   Furthermore,
additional  working  capital may be required  should the  Company  experience  a
greater  than  planned  success  with  its  products,   potential  product  line
extensions,  and department store marketing  efforts.  Funds would be needed for
inventory build-up,  accounts receivable financing and staffing purposes. If the
Company  fails  to  achieve  revenues  from its 1999  marketing  efforts,  or if
expansion  proves to be more capital  intensive  than  planned,  the Company may
require  additional  funding.  There is no certainty  that such funding would be
available.


Impact of Year 2000

         The  Company  has  completed  a  comprehensive  review of its  internal
computer systems to identify the issues expected to arise in connection with the
Year  2000.  The  Company  is in the  process  of  reviewing  the  status of its
customers  and  suppliers  with regard to this issue and assessing the potential
impact of non-compliance by such parties on the Company's operations.

         The Company utilizes a server-based system for its material management,
manufacturing,  EDI  interface,  and  financial  systems.  Year  2000  compliant
software  upgrades  from the  vendors  have  been  installed,  and  tested  with
satisfactory  results.  The total cost to upgrade  and test the systems was less
than $20,000.

         The Company has also  completed its review of non-server  based systems
and equipment (telephone system, fax machines, and off-the-shelf software). This
review found that hardware was Year 2000 compliant, and that only a few software
titles contained non-compliant Year 2000 date calculation errors. These software
titles will be upgraded to more recent Year 2000 compliant versions later in the
year if it is determined  that the software is still needed by the Company.  The
financial impact is expected to be minimal.

         The  Company is  continuing  the process of  determining  the extent to
which it may be  impacted  by third  party  systems,  which may not be Year 2000
compliant.  The Year 2000 computer issue creates risk for the Company from third
parties  with whom the  Company  deals on  financial  transactions.  To date the
Company has received assurances from its key customers,  and suppliers that they
will be Year 2000  compliant.  While the Company is receiving  reassurance  from
it's  customers  and  suppliers,  there can be no assurance  that the systems of
other  companies  that the Company deals with or on which the Company's  systems
rely on will be timely converted, or that any such failure to convert by another
company could not have an adverse effect on the Company.

         Contingency plans for suppliers, or customers that may not be compliant
are part of the Company's  material  planning process and sales planning for the
remainder of the year. Failure to complete any necessary remediation by the Year
2000 may have a material adverse impact on the operations of the Company.


                                       11
<PAGE>

                                     PART II
                                OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

         The Company filed Form 8-K on September 30, 1999  reporting a change in
the Company's certifying accountants.


                                       12
<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  had duly  caused  this  Report  to be  signed  on behalf by the
undersigned thereunto duly authorized.


                                       HUMAN PHEROMONE SCIENCES, INC.
                                       Registrant




Date:  November 11, 1999               /s/ William P. Horgan
                                       ------------------------------------
                                                William P. Horgan
                                       Chairman and Chief Executive Officer




Date:  November 11, 1999               /s/ Gregory S. Fredrick
                                       ------------------------------------
                                                Gregory S. Fredrick
                                       Vice President, Controller


                                       13