UNITED STATES 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 quarterly period ended March 31, 2004
                                                 --------------

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


                         Commission file number 0-23544
                                                -------

                         HUMAN PHEROMONE 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.)

  84 West Santa Clara Street, San Jose, California                  95113
----------------------------------------------------          ------------------
 (Address of principal executive offices)                         (Zip code)


                    Issuer's telephone number: (408) 938-3030
                                               --------------

                                 Not applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)




         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 [ ]



         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:  4,105,116 shares of Common
Stock as of May 10, 2004.

<PAGE>

                         HUMAN PHEROMONE SCIENCES, INC.
<TABLE>
<CAPTION>

                                                        INDEX
                                                                                                                  Page
                                                                                                                  ----
PART I
FINANCIAL INFORMATION
<S>                                                                                                                 <C>
         Item 1. Financial Statements

                  Balance Sheets as of March 31, 2004 (Unaudited) and December 31, 2003...........................  3

                  Statements of Operations (Unaudited) for the Three Months Ended
                  March 31, 2004 and 2003.........................................................................  4

                  Statements of Cash Flows (Unaudited) for the Three Months Ended
                  March 31, 2004 and 2003.........................................................................  5

                  Notes to Financial Statements (Unaudited) ......................................................  6

         Item 2. Management's Discussion and Analysis

                  Management's Discussion and Analysis of Financial Conditions and Results of Operations .........  7

         Item 3. Controls and Procedures..........................................................................  11

PART II
OTHER INFORMATION

         Item 5. Other Information................................................................................  12

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

SIGNATURES........................................................................................................  13
</TABLE>

                                       2
<PAGE>
                                                   PART I
                                                FINANCIAL INFORMATION

Item 1.  Financial Statements
                         Human Pheromone Sciences, Inc.
                                 Balance Sheets
<TABLE>
<CAPTION>

                                                                                                         March 31,      December 31,
(in thousands except share data)                                                                           2004              2003
----------------------------------------------------------------------------------                      ---------         ----------
                                                                                                                 (unaudited)
<S>                                                                                                      <C>               <C>
Assets

Current assets:
  Cash and cash equivalents                                                                              $  1,735          $  1,950
  Accounts receivable, net of allowances of $4,000 at each date                                               132                38
  Inventories, net                                                                                             50                52
  Other current assets                                                                                         43                19
                                                                                                         --------          --------
    Total current assets                                                                                    1,960             2,059

Property and equipment, net                                                                                    14                 9
                                                                                                         --------          --------
                                                                                                         $  1,974          $  2,068
                                                                                                         ========          ========

Liabilities, Convertible Redeemable Preferred Stock and Shareholders' Equity
Current liabilities:
  Accounts payable                                                                                       $     57          $     23
  Accrued professional fees                                                                                    29                54
  Accrued employee benefits                                                                                    29                39
  Accrued income tax                                                                                           23                24
  Other accrued expenses                                                                                       29                33
                                                                                                         --------          --------
    Total current liabilities                                                                                 167               173
                                                                                                         --------          --------

Convertible redeemable preferred stock:
  Preferred stock, issuable in series, no par value, 10,000,000 shares authorized,
    Series AA 100,000 convertible shares issued and outstanding at each date
        (total liquidation value $150)                                                                        150               150
                                                                                                         --------          --------
    Total liabilities
                                                                                                              317               323

Commitments and Contingencies

Shareholders' equity:
  Common stock, no par value, 13,333,333 shares authorized, 4,105,116 shares
    issued and outstanding at each date                                                                    20,659            20,659
  Accumulated deficit                                                                                     (19,002)          (18,914)
                                                                                                         --------          --------
Total shareholders' equity                                                                                  1,657             1,745
                                                                                                         --------          --------
                                                                                                         $  1,974          $  2,068
                                                                                                         ========          ========

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

                                       3
<PAGE>

                         Human Pheromone Sciences, Inc.
                     Statements of Operations Income (Loss)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                        Three months ended March 31,
                                                                                                        ----------------------------
(in thousands except per share data)                                                                      2004                2003
-----------------------------------------------------------------------------------------------         --------            --------
<S>                                                                                                     <C>                 <C>
Net revenue                                                                                             $   259             $   218
Cost of goods sold                                                                                           40                  65
                                                                                                        -------             -------

Gross profit                                                                                                219                 153
                                                                                                        -------             -------
Operating expenses:
    Research and development                                                                                  9                   3
    Selling, general and administrative                                                                     301                 263
                                                                                                        -------             -------

Total operating expenses                                                                                    310                 266
                                                                                                        -------             -------

Income (loss) from operations                                                                               (91)               (113)
                                                                                                        -------             -------
Other income (expense):
    Interest income (net)                                                                                     3                   3
    Other (expense)                                                                                        --                  --
                                                                                                        -------             -------
Total other income                                                                                            3                   3
                                                                                                        -------             -------

Net loss from on-going operations                                                                           (88)               (110)

Net income from operations sold                                                                            --                    72
                                                                                                        -------             -------

Net loss                                                                                                $   (88)            $   (38)
                                                                                                        =======             =======

Net income (loss) per common share- basic and fully diluted
    From on-going operations                                                                            $ (0.02)            $ (0.03)
    From operations sold                                                                                   --                  0.02
                                                                                                        -------             -------
    Net loss                                                                                            $ (0.02)            $(0 .01)
                                                                                                        =======             =======

Weighted average common shares outstanding basic and fully diluted                                        4,105               3,430
                                                                                                        =======             =======
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

                                       4
<PAGE>
                         Human Pheromone Sciences, Inc.
                            Statements of Cash Flows
                                   (unaudited)

                                                                 Three months
                                                                ended March 31,
                                                            --------------------
(in thousands)                                                2004        2003
----------------------------------------------------------  --------    --------

Cash flows from operating activities
Net loss from on-going operations                           $   (88)    $  (110)

 Adjustments to reconcile net income to net cash
 provided or used by operating activities:
  Depreciation and amortization                                   1           1
  Changes in operating assets and liabilities:
    Accounts receivable                                         (94)         34
    Inventories                                                   2          43
    Other current assets                                        (24)        (29)
    Accounts payable and accrued liabilities                     (4)        (20)
                                                            -------     -------
Net cash used in on-going activities                           (207)        (81)

Net cash provided by operations of assets sold                   (2)        220

Cash flows provided (used) in investing activities
Acquisition of fixed assets                                      (6)       --
                                                            -------     -------
Net cash provided by investing activities                        (6)       --

Cash flows used in financing activities                         --         --
                                                            -------     -------

Net cash used in financing                                      --         --
                                                            -------     -------

Net increase in cash and cash equivalents                      (215)        139
Cash and cash equivalents at beginning of period              1,950       1,394
                                                            -------     -------
Cash and cash equivalents at end of period                  $ 1,735     $ 1,533
                                                            =======     =======

See accompanying notes to financial statements.

                                       5
<PAGE>
                         Human Pheromone Sciences, Inc.
                          Notes to Financial Statements
                                   (unaudited)
                                 March 31, 2004

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

         Human Pheromone Sciences,  Inc. (the "Company") was incorporated in the
State of  California  in 1989 under the name of EROX  Corporation.  The  Company
changed the name to Human Pheromone  Sciences,  Inc. in May 1998. The Company is
engaged in the research,  development,  manufacturing  and marketing of consumer
products  containing  synthetic  human  pheromones  as a component.  The Company
initiated commercial  operations in late 1994 with a line of fine fragrances and
toiletries.  In April  2000,  the  Company  licensed  the  sale of its  REALM(R)
fragrance   products   and  in  April  2003  the  Company  sold  the  REALM  and
innerREALM(R)  brands and trademarks to Niche Marketing Group,  Inc. The Company
strategic  focus  is now on  expanding  the  market  for its  existing  patented
pheromones  to  other  consumer  product  and  fragrance  companies  and  to the
development of its internally developed brand of pheromone-based  products under
the Natural  Attraction(R)  brand,  and mood based  products  under the licensed
Demeter Natural  Attraction label. The Company will seek to add to this group of
products  with new,  patented  compounds  that might be  developed  through  the
research efforts that the Company is now directly managing.

Basis of Presentation

         The accompanying  unaudited 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  Item  310(b)  of
Regulation  S-B.  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 ended March 31, 2004 are
not necessarily  indicative of the results that may be expected for the calendar
year  ending  December  31,  2004.  For  further   information,   refer  to  the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Company's  annual  report on Form 10-KSB for the year ended  December  31, 2003.
Certain prior period  balances have been  reclassified to conform to the current
period presentation.

Revenue Recognition

         Revenue  is  recorded  at the  time  of  merchandise  shipment,  net of
provisions  for  returns.  License  fees  are  earned  over the  license  period
according  to the terms of the license  agreement  and  interpretative  guidance
provided  by Staff  Accounting  Bulletin  (SAB) No.  101.  The  majority  of the
Company's sales are to distributors  and licensees,  and these  distributors and
licensees have no right to return products.

Inventories

         Inventories  are  stated  at the  lower of cost  (first  in - first out
method) or market.  The inventory at March 31, 2004  consists of finished  goods
inventory valued at $17,000 and raw materials of $33,000.  At December 31, 2003,
these balances were $13,000 and $39,000, respectively.

License Fees

         The  Company  capitalizes  license  fees paid for the rights to use new
pheromone  discoveries.  License agreements for pheromones and products that are
not yet available for sale are not subject to  amortization  in accordance  with
Statement  of  Financial  Accounting  Standards  No.  144:  Accounting  for  the
Impairment or Disposal of Long-Lived Assets.

         The Company continually  evaluates whether events or circumstances have
occurred that indicate the remaining  estimated value of the license  agreements
may not be  recoverable.  When factors  indicate  that the value  license may be
impaired,  the Company  estimates  the  remaining  value and reduces the license
agreement to that amount.

                                       6
<PAGE>
Earnings (Loss) Per Share

         The Company follows the provisions of SFAS No. 128, Earnings Per Share.
SFAS No. 128 provides for the  calculation  of "Basic" and Diluted"  earning per
share.  Basic earnings  (loss) per share is computed using the  weighted-average
number  of common  shares  outstanding.  Diluted  earnings  (loss)  per share is
computed using the weighted-average  number of common shares and dilutive common
shares outstanding during the period. For the three months ended March 31, 2004,
options  to  purchase  428,830  shares of common  stock,  and  46,338  shares of
convertible  preferred  stock  were  excluded  from the  computation  of diluted
earnings per share since their effect would be antidilutive.

Capital Stock and Stock Options

         During the three  months  ended March 31,  2004 no common or  preferred
stock was issued,  and no stock options were issued.  During the quarter  20,000
stock options expired.

2.    SEGMENT INFORMATION

         Revenues by  geographic  markets for the quarters  ended March 31, 2004
and 2003 were as follows:

                                                2004            2003
              ----------------------------      ----            ----
              Markets:
               U.S Markets                      $218            $218
               International Markets              41             --
                                                ----            ----

               Net Sales                        $259            $218
                                                ====            ====

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

         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.


CRITICAL ACCOUNTING POLICIES

         Our discussion and analysis of our financial  conditions and results of
operations are based upon our financial statements,  which have been prepared in
accordance with generally accepted  accounting  principles in the United States.
The preparation of financial  statements  require managers to make estimates and
judgments that affect the reported amounts of assets and  liabilities,  revenues
and expenses and  disclosures  on the date of the  financial  statements.  On an
on-going basis, we evaluate our estimates,  including, but not limited to, those
related  to  revenue   recognition  and  license  fees.  We  use   authoritative
pronouncements,  historical  experience  and other  assumptions as the basis for

                                       7
<PAGE>
making judgments.  Actual results could differ from those estimates.  We believe
that the following  critical  accounting  policies  affect our more  significant
judgments  and  estimates  in  the  preparation  of our  consolidated  financial
statements.

Revenue Recognition

         Revenue  is  recorded  at the  time  of  merchandise  shipment,  net of
provisions  for  returns.  License  fees  are  earned  over the  license  period
according  to the terms of the license  agreement  and  interpretative  guidance
provided  by Staff  Accounting  Bulletin  (SAB) No.  101.  The  majority  of the
Company's sales are to distributors  and licensees,  and these  distributors and
licensees have no right to return products.

License Fees

         The  Company  capitalizes  license  fees paid for the rights to use new
pheromone  discoveries,  and rights for additional  REALM and  innerREALM  sales
territories.  License  agreements  that have a finite  useful life are amortized
using  the  straight-line  method  over  the  life  of  the  agreement.  License
agreements  for  pheromones and products that are not yet for available for sale
are not subject to  amortization  in  accordance  with  Statement  of  Financial
Accounting  Standards  No. 144:  Accounting  for the  Impairment  or Disposal of
Long-Lived Assets.

         The Company continually  evaluates whether events or circumstances have
occurred that indicate the remaining  estimated value of the license  agreements
may not be  recoverable.  When factors  indicate  that the value  license may be
impaired,  the Company  estimates  the  remaining  value and reduces the license
agreement to that amount.

Results of Operations

         On April 14, 2003,  the Company sold to Niche Marking  Group,  Inc. the
assets  and  worldwide  ownership  rights  to the  REALM  Women,  REALM  Men and
innerREALM  product lines.  All REALM and innerREALM  financial  activities have
been  classified as income from  operations  sold as a result of 2003 sale.  The
Company's  operations are focused on the marketing of its patented technology to
companies with established  consumer product  franchises while directly managing
the on-going development of identified compounds for potential new products.

Three Months ended March 31, 2004 compared to the Three Months ended March 31,
2003

         Net revenue for the first quarter of 2004 were  $259,000,  representing
an increase  of 19% from  revenues of  $218,000  for the prior  year's  quarter.
International  revenues  were $41,000  greater than the prior year as an initial
shipment to a new  licensee  was made this  quarter and last year we were in the
process of changing  bottles and were unable to make shipments to  international
customers in the first quarter of 2003. Domestically, sales were consistent with
the prior year with increased pheromone sales offset by reduced sales of Natural
Attraction.

         Net  sales  for the  quarters  ended  March  31,  2004 and 2003 were as
follows (in thousands):

                                                2004            2003
              ----------------------------      ----            ----
              Markets:
               U.S Markets                      $218            $218
               International Markets              41             --
                                                ----            ----

               Net Sales                        $259            $218
                                                ====            ====

         Gross  profit for the  quarter  ended March 31, 2004 of $219,000 is 43%
higher than last years $153,000.  As a percentage of sales,  gross profit of 84%
was more than last years of 70% due to the lower product costs, that the Company
obtained in 2003.

         Research and  Development  expenses for the first  quarters of 2004 and
2003 were $9,000 and $3,000,  respectively.  The Company  incurred  very minimal
expenses  in the first  quarter  of 2004  since  its  independent  research  and
development operations had not commenced.

                                       8
<PAGE>
         Selling,  general and  administrative  expenses of $301,000 are $38,000
more than last years $263,000.  Selling, and marketing and distribution expenses
were  $35,000  more than the prior year as the Company is  preparing to launch a
new product line of fragrances  under the Demeter Natural  Attraction(R)  brand.
General and  administrative  and facility  costs were $3,000 more in the current
year's quarter due to legal fees incurred for patent renewals.

         The Company earned $3,000 in net interest income in both of the periods
reported.

         The  Company  recorded  no income tax  provision  in 2004 or 2003,  due
primarily to a valuation allowance on deferred tax assets being recorded and the
expected utilization of net operating losses carried forward from prior years to
offset any significant tax liability.  As of March 31, 2004, the Company's gross
deferred tax asset,  which  relates  primarily to net operating  losses  carried
forward was $6,506,000.  However, a full valuation allowance is provided for the
gross  deferred  tax  asset  as  management  could  not  determine  whether  its
realization is more likely than not.

         On April 14, 2003 the Company  sold to Niche  Marking  Group,  Inc. the
assets  and  worldwide  ownership  rights  to the  REALM  Women,  REALM  Men and
innerREALM  product lines.  The operating  results from these product lines have
been  classified  as net  income  from  operations  sold  assets  to be sold and
accounted for as a separate line item on the financial statements.

LIQUIDITY AND CAPITAL RESOURCES

         At  March  31,  2004,  the  Company  had  cash  of  $1,735,000  with no
outstanding  bank borrowings and working capital of $1,793,000;  at December 31,
2003, it had cash of $1,950,000 with no outstanding  bank borrowings and working
capital of $1,886,000.  For the first quarter of 2004, net cash used in on-going
activities was $207,000 compared to the prior years $81,000 and is the result of
a larger account  receivable  balance in 2004 as more sales occurred in March of
this year.

         The Company's credit line with Mid-Peninsula Bank, which expires May 1,
2004, is expected to be renewed for another year.

         Assuming the Company's activities proceed substantially as planned, the
Company's current cash position and projected results of operations for the next
twelve months are not expected to require additional outside financing.

Risk Factors

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

         The Company has not had  sustained  profitable  operations  since 1997.
Since 1997, the Company has incurred losses from operations.  However, beginning
in May 2000 the Company  refocused its business model based on product licensing
agreements.  While the Company anticipates that this change in its business will
result in profitable  operations,  it has not to date, and the Company's license
based business model may not be successful in the future.

         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 with which they 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.

         The  product  life cycle of a  fragrances  and  toiletries  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 or its  licensees/distributors  product
lines.

                                       9
<PAGE>
         The Company's marketing strategy may not be successful.  The Company or
its  distributors  may not be able to establish and maintain the necessary sales
and distribution  channels.  Retail outlets and catalogs may choose not to carry
the products.  The Company or its  distributors may not have sufficient funds to
successfully  market its  products  if the  current  marketing  strategy  is not
successful.

         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  royalty  income and could
cause significant fluctuations in its quarterly results.

         The Company may 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.

         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  and  its  distributors/licensees  rely  upon  other  companies  to
manufacture its pheromones,  supply  components,  and to blend, fill and package
its fragrance products.  The Company and its  distributors/licensees  may not be
able to obtain or  retain  pheromones  manufacturers,  fragrance  suppliers,  or
component  manufacturers  on  acceptable  terms.  This  would  adversely  affect
operating results.

                                       10
<PAGE>
Item 3.  Controls and Procedures

         Evaluation  of  Disclosure  Controls  and  Procedures.  Based  on their
evaluation as of the end of the period covered by this Quarterly  Report on Form
10-QSB,  our chief executive  officer and chief financial officer have concluded
that our disclosure  controls and procedures (as defined in Rules  13a-15(e) and
15d-15(e) of the  Securities  Exchange Act of 1934) are effective to ensure that
information  required to be  disclosed  by us in reports  that we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms.

         Changes in Internal  Control Over  Financial  Reporting.  There were no
changes  in  our  internal  control  over  financial  reporting   identified  in
connection  with our  evaluation  that occurred  during our first fiscal quarter
that have materially  affected,  or are reasonably likely to materially  affect,
our internal control over financial reporting.


                                       11
<PAGE>
                                     PART II

                                OTHER INFORMATION

Item 5.  Other Events
------   -------------

         None

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

          a.   Exhibits

                    Exhibit 10.29  Lease Amendment between Registrant and Ernest
                                   E.  Pestana and Irene  Pestana,  dated May 5,
                                   2004 for the Registrant's California offices

                    Exhibit 31.1   Certification  Pursuant to Section 302 of the
                                   Sarbanes-Oxley Act

                    Exhibit 31.2   Certification  Pursuant to Section 302 of the
                                   Sarbanes-Oxley Act

                    Exhibit 32     Certification of Chief Executive  Officer and
                                   Chief Financial Officer Pursuant to 18 U.S.C.
                                   1350

          b.   Reports on Form 8-K

                    None

                                       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.





Date:  May 11, 2004                   /s/ William P. Horgan
                                      ------------------------------------------
                                      William P. Horgan
                                      Chairman and Chief Executive Officer




Date:  May 11, 2004                   /s/ Gregory S. Fredrick
                                      ------------------------------------------
                                      Gregory S. Fredrick
                                      Chief Financial Officer


                                       13