UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended March 31, 2002

or

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

For the transition period from _______________to __________________



Commission File #0-21606

InLand Capital Fund, L.P.(Exact name of registrant as specified in its charter)







|Delaware                          | #36-3767977                            
|--------------------------------- | ---------------------------------------
|(State or other jurisdiction      | (I.R.S. Employer Identification Number)
|of incorporation or organization) |                                        

|2901 Butterfield Road, Oak Brook, Illinois | 60523     
|------------------------------------------ | ----------
|(Address of principal executive office)    | (Zip Code)

Registrant's telephone number, including area code:  630-218-8000
_______________N/A_______________(Former name, former address and former fiscal
year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months  (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes _X_ No ___

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Balance Sheets
March 31, 2002 and December 31, 2001
(unaudited)Assets

|                                                                                                                                                                                   |   | 2002       | 2001      
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | ----------
|Current assets:                                                                                                                                                                    |   |            |           
|Cash and cash equivalents                                                                                                                                                          | $ | 1,421,672  | 552,394   
|Accrued interest and other receivables                                                                                                                                             |   | 95,430     | 41,645    
|Other current assets                                                                                                                                                               |   | 15,259     | 5,405     
|                                                                                                                                                                                   |   |            |           
|Total current assets                                                                                                                                                               |   | 1,532,361  | 599,444   
|                                                                                                                                                                                   |   |            |           
|Other assets                                                                                                                                                                       |   | 3,074      | 3,074     
|Mortgage loan receivable (Note 5)                                                                                                                                                  |   | 1,652,533  | 525,000   
|Investment properties and improvements (including acquisition fees paid   to Affiliates of $888,590 and $938,804 at March 31, 2002 and   December 31, 2001, respectively) (Note 3) |   | 20,182,476 | 20,990,019
|                                                                                                                                                                                   |   |            |           
|Total assets                                                                                                                                                                       | $ | 23,370,444 | 22,117,537
|                                                                                                                                                                                   |   | =========  | ========= 



See accompanying notes to financial statements.

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Balance Sheets
(continued)
March 31, 2002 and December 31, 2001
(unaudited)Liabilities and Partners' Capital

|                                                                                                                                                                                                   |   | 2002         | 2001        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------ | ------------
|Current liabilities:                                                                                                                                                                               |   |              |             
|Accounts payable                                                                                                                                                                                   | $ | 11,160       | 14,260      
|Accrued real estate taxes                                                                                                                                                                          |   | 63,094       | 50,346      
|Due to Affiliates (Note 2)                                                                                                                                                                         |   | 28,136       | 5,324       
|Unearned income                                                                                                                                                                                    |   | 55,681       | 5,839       
|                                                                                                                                                                                                   |   |              |             
|Total current liabilities                                                                                                                                                                          |   | 158,071      | 75,769      
|                                                                                                                                                                                                   |   |              |             
|Deferred gain on sale (Note 5)                                                                                                                                                                     |   | 899,973      | 268,517     
|                                                                                                                                                                                                   |   |              |             
|Partners' capital:                                                                                                                                                                                 |   |              |             
|General Partner:                                                                                                                                                                                   |   |              |             
|Capital contribution                                                                                                                                                                               |   | 500          | 500         
|Cumulative cash distributions                                                                                                                                                                      |   | (470,240)    | (470,240)   
|Cumulative net income                                                                                                                                                                              |   | 482,682      | 482,958     
|                                                                                                                                                                                                   |   |              |             
|                                                                                                                                                                                                   |   | 12,942       | 13,218      
|                                                                                                                                                                                                   |   |              |             
|Limited Partners:                                                                                                                                                                                  |   |              |             
|Units of $1,000. Authorized 60,000 Units, 32,337 outstanding at       March 31, 2002 and December 31, 2001 (net of offering costs of       $4,466,765, of which $3,488,574 was paid to Affiliates) |   | 27,876,265   | 27,876,265  
|Cumulative cash distributions                                                                                                                                                                      |   | (14,708,504) | (14,708,504)
|Cumulative net income                                                                                                                                                                              |   | 9,131,697    | 8,592,272   
|                                                                                                                                                                                                   |   |              |             
|                                                                                                                                                                                                   |   | 22,299,458   | 21,760,033  
|                                                                                                                                                                                                   |   |              |             
|Total Partners' capital                                                                                                                                                                            |   | 22,312,400   | 21,773,251  
|                                                                                                                                                                                                   |   |              |             
|Total liabilities and Partners' capital                                                                                                                                                            | $ | 23,370,444   | 22,117,537  
|                                                                                                                                                                                                   |   | =========    | =========   



See accompanying notes to financial statements.

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Statements of Operations
For the three months ended March 31, 2002 and 2001
(unaudited)

|                                                                                                                                                                                     |   | 2002      | 2001     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | --------- | ---------
|Income:                                                                                                                                                                              |   |           |          
|Sale of investment properties (Notes 1 and 3)                                                                                                                                        | $ | -         | 1,158,142
|Recognition of deferred gain on sale of investments in land and     improvements                                                                                                     |   | 566,719   | 142      
|Rental income                                                                                                                                                                        |   | 56,203    | 73,168   
|Interest income                                                                                                                                                                      |   | 47,764    | 9,731    
|Other income                                                                                                                                                                         |   | 59        | 66,000   
|                                                                                                                                                                                     |   |           |          
|                                                                                                                                                                                     |   | 670,745   | 1,307,183
|Expenses:                                                                                                                                                                            |   |           |          
|Cost of investment properties sold                                                                                                                                                   |   | -         | 612,259  
|Professional services to Affiliates                                                                                                                                                  |   | 5,963     | 12,057   
|Professional services to non-affiliates                                                                                                                                              |   | 26,763    | 21,123   
|General and administrative expenses to Affiliates                                                                                                                                    |   | 7,595     | 7,242    
|General and administrative expenses to non-affiliates                                                                                                                                |   | 11,571    | 16,612   
|Marketing expenses to Affiliates                                                                                                                                                     |   | 4,226     | 3,915    
|Marketing expenses to non-affiliates                                                                                                                                                 |   | 50,599    | 7,091    
|Land operating expenses to Affiliates                                                                                                                                                |   | 10,647    | 11,712   
|Land operating expenses to non-affiliates                                                                                                                                            |   | 14,232    | 29,828   
|Bad debt expense                                                                                                                                                                     |   | -         | 369,603  
|                                                                                                                                                                                     |   |           |          
|                                                                                                                                                                                     |   | 131,596   | 1,091,442
|                                                                                                                                                                                     |   |           |          
|Net income                                                                                                                                                                           | $ | 539,149   | 215,741  
|                                                                                                                                                                                     |   | ========= | =========
|Net income (loss) allocated to:                                                                                                                                                      |   |           |          
|General Partner                                                                                                                                                                      | $ | (276)     | (3,303)  
|Limited Partners                                                                                                                                                                     |   | 539,425   | 219,044  
|                                                                                                                                                                                     |   |           |          
|Net income                                                                                                                                                                           | $ | 539,149   | 215,741  
|                                                                                                                                                                                     |   | ========= | =========
|Net loss per the one General Partner Unit                                                                                                                                            | $ | (276)     | (3,303)  
|                                                                                                                                                                                     |   | ========= | =========
|Net income per Unit, basic and diluted, allocated to Limited Partners   per weighted average Limited Partnership Units (32,337 for the   three months ended March 31, 2002 and 2001) | $ | 16.68     | 6.77     
|                                                                                                                                                                                     |   | ========= | =========

See accompanying notes to financial statements.
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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Statements of Cash Flows
For the three months ended March 31, 2002 and 2001
(unaudited)

|                                                                                                  |   | 2002      | 2001     
|------------------------------------------------------------------------------------------------- | - | --------- | ---------
|Cash flows from operating activities:                                                             |   |           |          
|Net income                                                                                        | $ | 539,149   | 215,741  
|Adjustments to reconcile net income to net cash provided by (used       in) operating activities: |   |           |          
|Gain on sale of investment properties                                                             |   | -         | (545,883)
|Recognition of deferred gain                                                                      |   | (566,719) | (142)    
|Bad debt expense                                                                                  |   | -         | 369,603  
|Changes in assets and liabilities:                                                                |   |           |          
|Accrued interest and other receivables                                                            |   | (53,785)  | (13,576) 
|Other current assets                                                                              |   | (9,854)   | (13,837) 
|Accounts payable                                                                                  |   | (3,100)   | 20,013   
|Accrued real estate taxes                                                                         |   | 12,748    | 14,157   
|Due to Affiliates                                                                                 |   | 22,812    | (11,259) 
|Unearned income                                                                                   |   | 49,842    | (14,513) 
|                                                                                                  |   |           |          
|Net cash provided by (used in) operating activities                                               |   | (8,907)   | 20,304   
|                                                                                                  |   |           |          
|Cash flows from investing activities:                                                             |   |           |          
|Additions to investment properties                                                                |   | (144,282) | (85,493) 
|Other assets                                                                                      |   | -         | (20,000) 
|Principal payments received                                                                       |   | 1,022,467 | 20,279   
|Proceeds from sale of investment properties                                                       |   | -         | 1,158,142
|                                                                                                  |   |           |          
|Net cash provided by investing activities                                                         |   | 878,185   | 1,072,928
|                                                                                                  |   |           |          
|Net increase in cash and cash equivalents                                                         |   | 869,278   | 1,093,232
|                                                                                                  |   |           |          
|Cash and cash equivalents at beginning of period                                                  |   | 552,394   | 734,794  
|                                                                                                  |   |           |          
|Cash and cash equivalents at end of period                                                        | $ | 1,421,672 | 1,828,026
|                                                                                                  |   | =======   | =======  



See accompanying notes to financial statements.

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
March 31, 2002
(unaudited)

Readers of this Quarterly Report should refer to the Partnership's audited financial statements for the fiscal year ended December 31, 2001, which are included in the Partnership's 2001 Annual Report, as certain footnote disclosures which would substantially duplicate those contained in such audited financial statements have been omitted from this Report.



(1)  Organization and Basis of Accounting



InLand Capital Fund, L.P. (the "Partnership") was organized on June 21, 1991 by the filing of a Certificate of Limited Partnership under the Revised Uniform Limited Partnership Act of the State of Delaware.  On December 13, 1991, the Partnership commenced an Offering of 60,000 Limited Partnership Units pursuant to a Registration under the Securities Act of 1933. The Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement") provides for Inland Real Estate Investment Corporation to be the General Partner.  The Offering terminated on August 23, 1993, with total sales of 32,399.28 Units, at $1,000 per Unit, resulting in $32,399,282 in gross offering proceeds, not including the General Partner's capital contribution of $500.  All of the holders of these Units have been admitted to the Partnership.  The Limited Partners of the Partnership will share in their portion of benefits of ownership of the Partnership's real property investments according to the number of Units held. As of March 31, 2002, the Partnership has repurchased and canceled a total of 62.17 Units for $56,253 from various Limited Partners through the Units Repurchase Program.  Under this program, Limited Partners may under certain circumstances have their Units repurchased for an amount equal to their Invested Capital.



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



In the opinion of management, the financial statements contain all the adjustments necessary, which are of a normal recurring nature, to present fairly the financial position and results of operations for the period presented herein.  Results of interim periods are not necessarily indicative of results to be expected for the year.

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
March 31, 2002
(unaudited)

(2)  Transactions with Affiliates

The General Partner and its Affiliates are entitled to reimbursement for salaries and expenses of employees of the General Partner and its Affiliates relating to the administration of the Partnership.  Such costs are included in professional services and general and administrative expenses to Affiliates, of which $4,667 and $5,324 was unpaid as of March 31, 2002 and December 31, 2001, respectively.



The General Partner is entitled to receive Asset Management Fees equal to one-quarter of 1% of the original cost to the Partnership of undeveloped land annually, limited to a cumulative total over the life of the Partnership of 2% of the land's original cost to the Partnership.  Such fees of $10,647 and $11,712 have been incurred and are included in land operating expenses to Affiliates for the three months ended March 31, 2002 and 2001, respectively, of which $10,647 and $0 was unpaid as of March 31, 2002 and December 31, 2001, respectively.



An Affiliate of the General Partner performed sales marketing and advertising services for the Partnership and was reimbursed (as set forth under terms of the Partnership Agreement) for direct costs.  Such costs of $4,226 and $3,915 have been incurred and are included in marketing expenses to Affiliates for the three months ended March 31, 2002 and 2001, respectively, all of which was paid as of March 31, 2002 and December 31, 2001.



An Affiliate of the General Partner performed property upgrades, rezoning, annexation and other activities to prepare the Partnership's land investments for sale and was reimbursed (as set forth under terms of the Partnership Agreement) for salaries and direct costs.   The Affiliate did not take a profit on any project.

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INLAND CAPITAL FUND, L.P.
(a limited partnership)



Notes to Financial Statements
(continued)



(3)  Investment Properties



|Initial Costs
|-------------
|Parcel       
|#            
|             
|1            
|             
|             
|2            
|             
|             
|             
|             
|             
|             
|3            
|             
|             
|4            
|             
|             
|             
|             
|             
|5            
|             
|             
|             
|6            
|             
|             
|             
|7            
|             
|8            
|             
|9            

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)

(3)  Investment Properties (continued)



|Initial Costs
|-------------
|Parcel       
|#            
|             
|10           
|             
|             
|10A(a)       
|             
|             
|11           
|             
|             
|12           
|             
|             
|13           
|             
|             
|             
|14           
|             
|             
|15           
|             
|16           
|             
|17           
|             
|18           
|             
|             
|             
|             

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
March 31, 2002
(unaudited)

(3) Investment Properties (continued)

1. Included in the purchase of Parcel 10 was a house and several outbuildings, located on approximately seven acres, which was sold in April 1995.
2. Reconciliation of investment properties and improvements owned:



|                         |   | March 31,  | December 31,
|------------------------ | - | ---------- | ------------
|                         |   | 2002       | 2001        
|                         |   |            |             
|Balance at January 1,    | $ | 20,990,019 | 21,421,417  
|Additions during period  |   | 144,282    | 878,358     
|Sales during period      |   | (951,825)  | (1,309,756) 
|                         |   |            |             
|Balance at end of period | $ | 20,182,476 | 20,990,019  
|                         |   | ========== | =========== 

(4) Farm Rental Income

The Partnership has determined that all leases relating to the farm parcels are operating leases.  Accordingly, rental income is reported when earned.



As of March 31, 2002, the Partnership had farm leases of generally one year in duration, for approximately 1,742 acres of the approximately 1,854 acres owned.

(5) Mortgage Loan Receivable

Mortgage loans receivable are the result of sales of Parcels, in whole or in part.  The Partnership has recorded a deferred gain on these sales.  The deferred gain will be recognized over the life of the related mortgage loan receivable as principal payments are received.  At March 31, 2002, the fair market value of the mortgage loans receivable approximated their carrying value.



|       |          |               | Principal Balance | Principal Balance | Accrued Interest Receivable | Deferred Gain
|------ | -------- | ------------- | ----------------- | ----------------- | --------------------------- | -------------
|Parcel | Maturity | Interest Rate | 03/31/02          | 12/31/01          | 03/31/02                    | 03/31/02     
|1      | 12/31/04 | 7.50%         | $  1,195,000      | -                 | 34,658                      | 665,963      
|       |          |               |                   |                   |                             |              
|12     | 03/31/04 | 9.00%         | 457,533           | 525,000           | 52,856                      | 234,010      
|       |          |               | $  1,652,533      | 525,000           | 87,814                      | 899,973      

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



Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this quarterly report on Form 10-Q constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995.  These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Partnership's actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. These factors include, among other things, federal, state or local regulations; adverse changes in general economic or local conditions; inability of borrower to meet financial obligations; uninsured losses; and potential conflicts of interest between the Partnership and its Affiliates, including the General Partner.



Liquidity and Capital Resources



On December 13, 1991, the Partnership commenced an Offering of 60,000 Limited Partnership Units ("Units") at $1,000 per Unit, pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933.  The Offering terminated on August 23, 1993, with total sales of 32,399.28 Units, at $1,000 per Unit, resulting in $32,399,282 in gross offering proceeds, not including the General Partner's capital contribution of $500. All of the holders of these Units have been admitted to the Partnership.  The Limited Partners of the Partnership will share in their portion of benefits of ownership of the Partnership's real property investments according to the number of Units held.



The Partnership used $25,945,989 of gross offering proceeds to purchase, on an all-cash basis, eighteen parcels of land and one building. These investments include the payment of the purchase price, acquisition fees and acquisition costs of such properties. One of the parcels was purchased during 1992, one during 1993, fifteen during 1994 and one during 1995. As of March 31, 2002, the Partnership has had multiple sales transactions through which it has disposed of the building and approximately 1,448 acres of the 3,302 acres originally owned.  As of March 31, 2002, cumulative distributions to the Limited Partners have totaled $14,708,504 (which represents a return of Invested Capital, as defined the Partnership Agreement).  Through March 31, 2002, the Partnership has used $4,902,004 of working capital reserve for rezoning and other activities and such amount is included in investment properties.



The Partnership's capital needs and resources will vary depending upon a number of factors, including the extent to which the Partnership conducts rezoning and other activities relating to utility access, the installation of roads, subdivision and/or annexation of land to a municipality, changes in real estate taxes affecting the Partnership's land, and the amount of revenue received from leasing. As of March 31, 2002, the Partnership owns, in whole or in part, eleven of its original eighteen parcels, the majority of which are leased to local farmers and are generating sufficient cash flow from farm leases to cover property taxes and insurance.

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At March 31, 2002, the Partnership had cash and cash equivalents of $1,421,672 of which approximately $172,000 is reserved for the repurchase of Units through the Unit Repurchase Program.  The remaining amount is available, upon maturity, to be used for Partnership expenses and liabilities, cash distributions to partners, and other activities with respect to some or all of its land parcels. The Partnership plans to maximize its parcel sales effort in anticipation of rising land values.



The Partnership plans to enhance the value of its land through pre-development activities such as rezoning, annexation and land planning. The Partnership has already been successful in, or is in the process of pre-development activity on a majority of the Partnership's land investments.  Parcel 2, annexed to the village of McHenry and zoned for a business park, has two phases of improvements complete and sites are being marketed to potential buyers, of which 30 of the 183 lots were sold as of March 31, 2002.  Parcel 4, zoned for a variety of business uses, has improvements underway and sites are being marketed to potential buyers, of which one site consisting of .87 acres was sold to a hotel chain on June 6, 1997, another site consisting of 1.435 acres was sold to a combination gas station/convenience store on August 12, 1997, a third site consisting of 1.5 acres was sold to a national fast-food chain on August 13, 1998, a fourth site consisting of 1.86 acres was sold to a different national fast-food chain on October 16, 1998, a  fifth  site  consisting  of  1.033  acres was sold to a national discount tire retailer on August 19,  1999, and on March 19, 2001, a site consisting on 59 acres was sold. Parcels 15 and 16 have been annexed to the village of Huntley and zoned for residential and commercial development. Parcel 7 and portions of Parcel 12 were annexed and zoned in the city of Plano in 2000.



Results of Operations



As of January 11, 2002, the Partnership sold approximately 108 acres of Parcel 1 to an unaffiliated third party on an installment basis and recorded a deferred gain of $1,198,174. As of March 31, 2002, the Partnership had received a principal payment of $955,000 and recognized $532,212 of the deferred gain.  The remaining deferred gain will be recognized as payments are received. Income from the sale of investment properties and the cost of investment properties sold for the three months ended March 31, 2001 is the result of the sale of approximately 59 acres of Parcel 4.



As of March 31, 2002, the Partnership owned eleven parcels of land consisting of approximately 1,854 acres. Of the 1,854 acres owned, approximately 1,742 acres are tillable and leased to local farmers and are generating sufficient cash flow to cover property taxes, insurance and other miscellaneous property expenses. Rental income decreased for the three months ended March 31, 2002, as compared to the three months ended March 31, 2001, due to the sale of land parcels resulting in less acres being farmed.



Interest income increased for the three months ended March 31, 2002, as compared to the three months ended March 31, 2001, due primarily to an increase in interest income earned on mortgages receivable as a result of the sale of land parcels.



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The other income recorded for the three months ended March 31, 2001, is the result of the Partnership receiving non-refundable deposits on land sales which did not occur.



General and administrative expenses to non-affiliates decreased for the three months ended March 31, 2002, as compared to the three months ended March 31, 2001, due to a decrease in the Illinois Replacement Tax.



Marketing expenses to Affiliates and non-affiliates increased for the three months ended March 31, 2002, as compared to the three months ended March 31, 2001, due to an increase in marketing, advertising and travel expenses relating to marketing the land portfolio to prospective purchasers.







PART II - Other Information



Items 1 through 6(b) are omitted because of the absence of conditions under which they are required.



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SIGNATURES





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









|      | INLAND CAPITAL FUND, L.P.                                
|----- | ---------------------------------------------------------
|      |                                                          
|By:   | Inland Real Estate Investment Corporation General Partner
|      |                                                          
|      |                                                          
|      |                                                          
|      | /S/ ROBERT D. PARKS                                      
|      |                                                          
|By:   | Robert D. Parks                                          
|      | Chairman                                                 
|Date: | May 14, 2002                                             
|      |                                                          
|      |                                                          
|      |                                                          
|      | /S/ PATRICIA A. DELROSSO                                 
|      |                                                          
|By:   | Patricia A. DelRosso                                     
|      | Senior Vice President                                    
|Date: | May 14, 2002                                             
|      |                                                          
|      |                                                          
|      |                                                          
|      | /S/ KELLY TUCEK                                          
|      |                                                          
|By:   | Kelly Tucek                                              
|      | Principal Financial Officer and                          
|      | Principal Accounting Officer                             
|Date: | May 14, 2002                                             
|      |                                                          

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