FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

          (X) QUARTERLY REPORT PURSUANT TO SECTION 13 1OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended November 30, 1999

                                       OR

          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
           For the transition period from _____________to ____________

                          Commission File number 1-7924


                             VALLEY RESOURCES, INC.
             (Exact name of Registrant as specified in its charter)

                Rhode Island                            05-0384723
      (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)                 Identification No.)

             1595 Mendon Road                               02864
           Cumberland, Rhode Island                       (Zip Code)
(Address of principal executive offices)

                                 (401) 334-1188
              (Registrant's telephone number, including area code)

                                 Not Applicable

              (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,  and (2) has been subject to such filing  requirements
for the past 90 days.
                                                             Yes X . No ___.

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
Common Stock, as of the latest practicable date.

                                                       Outstanding at
           Class of Common Stock                       Dec. 31, 1999
           ---------------------                       -------------

               $1 Par Value                              4,982,097

<PAGE>

                             VALLEY RESOURCES, INC.


                                    FORM 10-Q

                                NOVEMBER 30, 1999

                                                                       Page of
                                                                      Form 10-Q
                                                                      ---------

PART    I:    FINANCIAL INFORMATION

Item    1.    Financial Statements

              Consolidated Condensed Statements of Operations--for
              the three-months ended November 30, 1999
              and 1998......................................................  3

              Consolidated Condensed Balance Sheets--November 30,
              1999 and August 31, 1999..................................  4 & 5

              Consolidated Condensed Statements of Cash Flows--for
              the three-months ended November 30, 1999 and 1998.............  6

              Notes to Consolidated Condensed Financial Statements..........  7

Item    2.    Management's Discussion and Analysis of Financial
              Condition and Results of Operations...........................  8


PART   II:    OTHER INFORMATION

Item     4.   Submission of Matters to a Vote of Security Holders........... 10

Item     6.   Exhibits and Reports on Form 8-K.............................. 10


<PAGE>


                          PART I: FINANCIAL INFORMATION

                          ITEM 1 - FINANCIAL STATEMENTS



VALLEY RESOURCES, INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>

                                                          For the 3 Months Ended
                                                           Nov. 30,     Nov. 30,
                                                             1999         1998
                                                          --------      --------

                                                            (in thousands except
                                                             share and per share
                                                                   numbers)
<S>                                                        <C>          <C>
Operating Revenues:
   Utility Gas Revenues                                    $10,280      $ 9,824
   Nonutility Revenues                                       6,118        5,446
                                                           -------      -------
      Total                                                 16,398       15,270
                                                           -------      -------
Operating Expenses:
   Cost of Gas Sold                                          5,627        5,142
   Cost of Sales - Nonutility                                4,253        3,788
   Operations                                                4,332        4,611
   Maintenance                                                 448          409
   Depreciation and Amortization                               914          857
   Taxes - Other Than Federal Income                           892          866
         - Federal Income                                     (308)        (449)
                                                           -------      -------
             Total                                          16,158       15,224
                                                           -------      -------
Operating Income                                               240           46
Other Income - Net                                              84           68
Merger -related (Expenses)                                    (400)         -0-
                                                           -------      -------
Total Income (Loss)                                            (76)         114
                                                           -------      -------
Interest Charges:
   Long-Term Debt                                              569          619
   Other                                                       178          132
                                                           -------      -------
      Total                                                    747          751
                                                           -------      -------
Net Loss                                                   $  (823)     $  (637)
                                                           =======      =======

Weighted Average Number of Common Shares Outstanding     4,979,447    4,984,431

Basic Loss Per Average Common Share Outstanding            $ (0.17)     $ (0.13)

Dividends Declared on Common Stock                         $0.1875      $0.1875
</TABLE>




The accompanying Notes are an integral part of these statements.


                                       3
<PAGE>


VALLEY RESOURCES, INC. AND SUBSIDIARIES

Consolidated Condensed Balance Sheets
<TABLE>
<CAPTION>

                                                           (Unaudited)
                                                             Nov. 30,   Aug. 31,
                                                               1999       1999
                                                             --------   --------
                                                                (in thousands)
<S>                                                          <C>        <C>
ASSETS
Utility Plant - Net                                          $ 52,767   $ 52,334
                                                             --------   --------
Leased Property - Net                                           1,360      1,556
                                                             --------   --------
Nonutility Property-Net                                         4,182      4,163
                                                             --------   --------
Other Investments                                               1,744      1,740
                                                             --------   --------
Current Assets:
   Cash                                                           436        750
   Accounts Receivable - Net                                   11,096      9,817
   Deferred Fuel Costs                                            377        -0-
   Deferred Unbilled Gas Costs                                  1,361        432
   Fuel and Other Inventories (Note 3)                          6,912      5,959
   Prepayments                                                  1,204      1,511
   Common Stock held for Dividend Reinvestment-amounting
     to 5,659 and 10,019 shares, respectively (Note 4)             81        143
                                                             --------   --------
           Total                                               21,467     18,612
                                                             --------   --------
Deferred Debits:
   Recoverable Vacations Accrued                                  620        611
   Unamortized Debt Discount and Expense                        1,626      1,643
   Prepaid Pensions                                            10,827     10,388
   Recoverable Deferred FIT                                     5,950      6,062
   Recoverable Transition Obligation                               11         11
   Other                                                        3,898      3,103
                                                             --------   --------
                                                               22,932     21,818
                                                             --------   --------
           Total                                             $104,452   $100,223
                                                             ========   ========
</TABLE>



The accompanying Notes are an integral part of these statements.




                                       4
<PAGE>

VALLEY RESOURCES, INC. AND SUBSIDIARIES

Consolidated Condensed Balance Sheets (Cont'd.)
<TABLE>
<CAPTION>


                                                       (Unaudited)
                                                         Nov. 30,       Aug. 31,
                                                           1999           1999
                                                        ---------      ---------
                                                             (in thousands)
<S>                                                     <C>            <C>
CAPITALIZATION AND LIABILITIES
Capitalization:
   Common Stock                                         $  4,993       $  4,993
   Paid In Capital                                        24,740         24,756
   Retained Earnings                                       6,894          8,650
   Less: Accounts Receivable from ESOP                    (2,537)        (2,594)
                                                        --------       --------
           Total Common Stock Equity                      34,090         35,805
                                                        --------       --------
Long-Term Debt (Less Current Maturities):
   8% First Mortgage Bonds, Due 2022                      20,029         20,029
   7.7% Debentures, Due 2027                               7,000          7,000
   Note Payable                                            2,387          2,444
                                                        --------       --------
           Total Long-Term Debt                           29,416         29,473
                                                        --------       --------
                  Total Capitalization                    63,506         65,278
                                                        --------       --------
Revolving Credit Arrangement                               2,400          2,400
                                                        --------       --------
Obligation Under Capital Lease                               621            775
                                                        --------       --------
Current Liabilities:
   Current Maturities of Long-Term Debt                      150            150
   Obligation Under Capital Lease                            739            781
   Notes Payable                                          10,100          4,800
   Accounts Payable                                        6,589          5,386
   Security Deposits & Refund Obligations                  1,029            968
   Taxes Accrued (Debit)                                    (251)           609
   Deferred Fuel Costs                                       -0-            427
   Accrued Interest                                        1,088            761
   Other                                                     651            716
                                                        --------       --------
           Total                                          20,095         14,598
                                                        --------       --------
Commitments and Contingencies
Deferred Credits                                           4,477          4,304
                                                        --------       --------
Deferred Federal Income Taxes                             13,353         12,868
                                                        --------       --------
                                                        $104,452       $100,223
                                                        ========       ========
</TABLE>

The accompanying Notes are an integral part of these statements.




                                       5
<PAGE>

VALLEY RESOURCES, INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>

                                                                  For the 3 Months
                                                                        Ended
                                                                 Nov. 30,   Nov. 30,
                                                                   1999       1998
                                                                 --------   --------
                                                                    (in thousands)
<S>                                                              <C>        <C>
Cash Flows from Operating Activities:
   Net Loss                                                      $  (823)   $  (637)
   Adjustments to Reconcile Net Loss to Net Cash used in
   Operating Activities:
     Depreciation and Amortization                                    914        857
     Provision for Uncollectibles                                     313        312
     Deferred Federal Income Taxes                                    485        570
     Amortization of ITC                                              (12)       (12)
   Change in Assets and Liabilities:
     Accounts Receivable                                           (1,592)    (1,148)
     Deferred Fuel Costs                                             (804)      (525)
     Unbilled Gas Costs                                              (929)      (865)
     Fuel and Other Inventories                                      (953)      (468)
     Other Current Assets                                             (71)      (247)
     Accounts Payable, Accrued Expenses and Current Liabilities       404        657
     Other - Net                                                     (172)       294
                                                                 --------   --------
           Net Cash Used in Operating Activities                   (3,240)    (1,212)
                                                                 --------   --------
Cash Flows from Investing Activities:
   Utility Capital Expenditures                                    (1,189)    (1,206)
   Nonutility Capital Expenditures                                   (176)      (160)
   Other Investments                                                   (4)        (4)
                                                                 --------   --------
           Net Cash Used in Investing Activities                   (1,369)    (1,370)
                                                                 --------   --------
Cash Flows from Financing Activities:
     Dividends Paid                                                  (932)      (935)
     Capital Stock Transactions                                       (16)       (20)
     Retirement of Long-Term Debt                                     (57)       (38)
     Increase in Notes Payable                                      5,300      3,700
                                                                 --------   --------
           Net Cash Provided by Financing Activities                4,295      2,707
                                                                 --------   --------

Net (Decrease) Increase in Cash                                      (314)       125
Cash - Beginning                                                      750        813
                                                                 --------   --------
Cash - Ending                                                    $    436   $    938
                                                                 ========   ========

Supplemental Disclosures of Cash Flow Information
   Cash Paid During the Period for:
     Interest                                                    $    421   $    456
                                                                 ========   ========
     Federal Income Taxes                                        $    125   $    -0-
                                                                 ========   ========
   Capital Lease Obligations Incurred                            $    -0-   $      4
                                                                 ========   ========
</TABLE>


The accompanying Notes are an integral part of these statements.




                                       6
<PAGE>

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note 1
------

     In the opinion of the Corporation,  the accompanying unaudited consolidated
condensed  financial  statements  contain all  adjustments  (consisting  of only
normal recurring accruals and matters discussed in "Management's  Discussion and
Analysis of Financial Condition and Results of Operations") necessary to present
fairly the  financial  position at November 30, 1999,  the results of operations
for the  three-months  ended  November 30, 1999 and 1998 and  Statements of Cash
Flows for the three-months ended November 30, 1999 and 1998.

     The results of operations  for the  three-month  periods ended November 30,
1999 and 1998 are not  necessarily  indicative of the results to be expected for
the full year.

Note 2
------

     The  Corporation  computes basic and diluted  earnings and loss per average
common share in accordance  with SFAS 128, based on the weighted  average number
of shares outstanding during the period.
<TABLE>
<CAPTION>

                                                             (Unaudited)
                                                         Three Months Ended
                                                            November 30,
                                                       1999              1998
                                                  ------------      ------------
<S>                                               <C>                <C>
     Net Loss                                     $  (823,489)      $  (636,615)
     Weighted average shares outstanding            4,979,447         4,984,431
     Basic and diluted losses per share                $(0.17)           $(0.13)
</TABLE>


Note 3
------

Inventories - Fuel and Other Inventories:
                  (in Thousands)
<TABLE>
<CAPTION>

                                                          (Unaudited)
                                                          November 30,  August 31,
                                                              1999         1999
                                                          ------------  ----------
<S>                                                          <C>          <C>
     Fuels (at average cost)                                 $4,382       $3,462
     Merchandise and Other (at average cost)                  1,160        1,234
     Merchandise (at LIFO)                                    1,370        1,263
                                                             ------       ------
                                                             $6,912       $5,959
                                                             ======       ======
</TABLE>


Note 4
------

     Pursuant to the  dividend  reinvestment  plan,  stockholders  can  reinvest
dividends  and make limited  additional  investments  in shares of Common Stock.
Shares issued through  dividend  reinvestment can be acquired on the open market
or original issue.

Note 5
------

     On December 1, 1999,  Southern  Union  Company  and Valley  Resources  Inc.
announced that they have signed a definitive merger agreement under which Valley
Resources  will  ultimately  merge into Southern  Union Company in a transaction
which is valued at approximately $160 million, including assumption of our debt.
See the section in "Management's  Discussion and Analysis of Financial Condition
and  Results of  Operations"  entitled  "Valley  Resources  Inc./Southern  Union
Company Merger" for further details.




                                       7
<PAGE>

                                 PART I - ITEM 2

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

Results of Operations
---------------------

For the three months ended  November 30, 1999 as compared to the three months
   ended November 30, 1998

     For the first quarter of fiscal 2000, the  consolidated net loss for Valley
Resources  was $823,500 or $0.17 per share as compared to a net loss of $636,600
or $0.13 per share in the year earlier quarter.  The utility operations loss was
$696,700 as compared to $748,700 in fiscal 1999's first quarter.  The nonutility
operations  loss was $126,800 in the first quarter of fiscal 2000 as compared to
net  income of  $112,100  in the prior  year's  first  quarter.  The  nonutility
operations  loss,  in the fiscal 2000  period,  was  primarily  attributable  to
merger-related expenses of $400,000 or $0.08 per share.

Utility Gas Operations
----------------------

     Utility gas revenues  and volumes for the first  quarter of fiscal 2000 and
fiscal 1999 were as follows:
<TABLE>
<CAPTION>

                                                Revenues                            Volumes (Mcf's)
                                                --------                            ---------------
                                          2000            1999                    2000           1999
                                          ----            ----                    ----           ----
<S>                                    <C>             <C>                      <C>             <C>
Base Firm Sales Service                $ 8,558,800     $8,563,800               1,103,300       1,118,900
Base Firm Transportation                   160,900        157,700                 129,800         134,000
                                       -----------     ----------               ---------       ---------
     Subtotal                            8,719,700      8,721,500               1,233,100       1,252,900

Interruptible service                    1,055,700        718,000               1,417,600       1,462,200
PGPA Revenues                              514,900        333,400                      --              --
Other Revenues                             (10,600)        51,400                     --              --
                                       -----------     ----------               ---------       ---------
     Total Utility Gas Revenues        $10,279,700     $9,824,300               2,650,700       2,715,100
                                       ===========     ==========               =========       =========
</TABLE>


     Base firm sales service and  transportation are provided to customers under
regulated tariff  schedules.  Base firm revenues  declined slightly due to lower
volumes of firm Mcf sales and transportation to industrial  customers during the
period.  Weather  was 3.2 percent  warmer  than the prior year and 11.9  percent
warmer than a normal year.

     Interruptible  service is provided on both a bundled sales basis as well as
a transportation  only service.  Interruptible  sales service revenues increased
$314,400  over the prior  year's  quarter,  resulting  from an  increase  of 6.1
percent in volume sold and the rising price of competitive fuels, primarily fuel
oil. Interruptible transportation revenues increased slightly, despite a decline
in volume transported,  as a result of a downward billing adjustment included in
the first quarter of the prior year. The margin on interruptible sales is passed
through  to firm  customers  through  the PGPA and has no  impact  on  operating
income.

     Cost of gas sold  increased  9.4  percent  over the prior year  period as a
result of increased  wholesale natural gas prices from wellhead  suppliers.  The
average cost per Mcf of gas  distributed  was $4.37 during the first  quarter of
fiscal 2000 as compared to $3.94 during the first quarter of fiscal 1999.

     Other operating  expenses  declined 9.6 percent from the prior year period,
primarily  due to  decreased  expenses  relating  to funding of  post-retirement
benefits, rate case amortization and general operating expenses.

     Interest  expense  increased  8.7 percent over the prior year stemming from
increased short-term borrowings and higher interest rates.


                                       8
<PAGE>

Nonutility Operations
---------------------

     The  nonutility   operations  are  comprised  of  the  sales  and  cost  of
sales-nonutility  for the  Corporation's  other  subsidiaries.  They  consist of
wholesale  operations  which are  included  in the  Contract  Sales  section and
Retail,  propane,  AEC and  Corporate  operations  which are included in the All
Other Operations section.

Contract Sales
--------------

     Contract  revenues  totaled  $3,716,200,  a decrease of 6 percent  from the
prior year period. Lower unit sales accounted for the revenue decline. Customers
building inventory during the end of fiscal 1999 in anticipation of fall demands
for heating equipment and supplies caused the decline in unit sales.

     Cost of sales -  nonutility  declined  7 percent  from  fiscal  1999  first
quarter levels, as a direct result of the decline in unit sales mentioned above.

     Other  operating  expenses  decreased  3.2  percent  resulting  from  lower
commission and sales expenses when compared with the prior year period.

All Other Operations
--------------------

     The nonutility revenues associated with this segment totaled $2,402,200 for
the three months ended  November 30, 1999, as compared with  $1,493,900  for the
first  quarter  in  fiscal  1999.  Retail  sales and AEC  sales  were  primarily
responsible  for  the  increase  over  the  prior  fiscal  year  period.  Retail
merchandise  sales  improved as a result of increased  unit sales of residential
home heating equipment and  installations,  fostered by an aggressive  marketing
campaign and a strong regional economy.  Revenues  associated with AEC increased
due to the sale of its first natural gas fuel cell in the State of Rhode Island.
Propane revenues and gallons sold increased over the prior year period,  despite
a slight decline in gross margin in the face of product price competition.

     Cost of sales -  nonutility  for retail,  AEC and propane  operations  were
$1,302,400 as compared to $616,700 for the prior year period.  This increase was
the direct result of the increased sales and costs related to the fuel-cell sale
mentioned above.

     Other operating  expenses totaled  $673,900,  an 11.2 percent increase over
the first fiscal quarter of 1999. An increase in labor cost was  responsible for
the increase over the prior year period.

Merger-Related Expenses
-----------------------

     In the first  fiscal  quarter  ended  November 30,  1999,  the  Corporation
recorded $400,000 of merger-related  expenses  comprised of legal and investment
banking fees. See section entitled "Valley Resources Inc./Southern Union Company
Merger", below for further details.

Liquidity and Capital Resources
-------------------------------

     Operations  during  the first  fiscal  quarter  typically  do not  generate
sufficient  cash to meet gas costs  and  construction  requirements.  Management
believes  available  financing is sufficient to meet cash  requirements  for the
foreseeable  future. The available  borrowings under lines of credit at November
30, 1999,  were  $18,900,000;  there were  $10,100,000 of short term  borrowings
outstanding.

     Cash flow was  negatively  impacted  during the first  quarter by increased
natural gas prices and the  requirement to increase  inventories of supplemental
fuels to meet winter requirements.  Construction  expenditures  continued during
the first fiscal quarter, as planned,  due to more favorable weather conditions,
thereby adversely effecting liquidity. The accrual and payment of merger-related
expenses, referred to above, also negatively impacted liquidity.



                                       9
<PAGE>

     A  receivable  lag that is  generally  experienced  during the first fiscal
quarter is expected to be reversed in the second fiscal quarter and revenues are
expected to increase with colder weather. Cash flow should be favorably affected
by a reduction in construction  expenditures  which normally  accompanies winter
weather conditions in the second fiscal quarter.


     In the first fiscal quarter, the Corporation  purchased a weather insurance
product  which applies to the winter  heating  season from November 1999 through
March 2000.  This  product  provides  insurance  against  unfavorable  shifts in
weather  conditions.  The insurance coverage either pays to or receives from the
Corporation  cash when degree days for the  measurement  period fall outside the
predetermined  variance  from  normal.  The policy  acts like a "collar" in that
payments are due the insurer when weather conditions  positively impact revenues
above a predetermined  limit. The measurement period occurs at the expiration of
the policy.

Valley Resources, Inc./Southern Union Company Merger
----------------------------------------------------

     On December 1, 1999, the Southern  Union Company and Valley  Resources Inc.
announced that they have signed a definitive merger agreement under which Valley
Resources  will  ultimately  merge into Southern  Union Company in a transaction
which is valued at approximately $160 million, including assumption of our debt.
Under the terms of the agreement,  Valley  Resources  shareholders  will receive
$25.00  in cash  per  share of  Valley  Resources  common  stock.  The  business
combination will be accounted for under the purchase method of accounting.

     This transaction  requires the approval of the holders of a majority of the
outstanding Valley Resources shares, the Rhode Island Legislature, regulators in
Rhode Island, as well as regulators in Missouri,  Pennsylvania and Florida where
Southern Union currently has operations.  The merger is expected to be completed
by September 2000.

Year 2000 Issues
----------------

     As of January 10,  2000,  the  Corporation  can report that the  transition
rollover to the Year 2000 was completed according to normal operating procedures
with  no  interruption  to  business   services.   The  Corporation's   software
applications,  hardware and embedded  chips have  experienced  no problems.  The
interaction  with third parties has also proceeded  according to normal business
schedules without difficulties.

     Software applications currently in use by the Corporation were certified to
be Year 2000 compliant by the software vendors from whom the  applications  were
purchased. The Corporation had modified, replaced or upgraded those applications
which were not Year 2000  compliant  and based on its  testing  of its  systems,
management  believed  its  systems  were Year 2000  compliant.  The  Corporation
compiled cost estimates of the effort  involved to perform those  modifications,
replacements  and  upgrades  and to date Year 2000  related  costs have not been
material to the Corporation.

Forward Looking Statements; Risk and Uncertainties
--------------------------------------------------

     Statements  contained  in this  report  that are not  historical  facts are
forward-looking  statements  made pursuant to the safe harbor  provisions of the
Private  Securities  Litigation  Reform Act of 1995. In addition,  words such as
"believes,"  "anticipates,"  "expects" and similar  expressions  are intended to
identify forward looking statements. Certain factors that could cause the actual
results to differ  materially  from  those  projected  in these  forward-looking
statements  include,  but are not limited to: variations in weather,  changes in
the regulatory  environment,  customers' preferences on energy sources,  general
economic conditions, increased competition and other uncertainties, all of which
are  difficult  to  predict,  and many of which are  beyond  the  control of the
Corporation.



                                       10
<PAGE>

                           PART II: OTHER INFORMATION

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

     The Annual Meeting of  Stockholders of Valley  Resources,  Inc. was held on
December  14,  1999,  for the  purpose of electing a class of  directors  to its
Board.  Proxies for the meeting were solicited  pursuant to Section 14(a) of the
Securities  Exchange Act of 1934 and there was no  solicitation in opposition to
management's solicitations.

     All of  management's  nominees for directors  were elected by the following
vote:
<TABLE>
<CAPTION>

                                                   Shares                Shares
                                                   Voted                 Voted
                                                   "For"               "Withheld"
                                                 ---------             ----------
<S>                                              <C>                     <C>
       Ernest N. Agresti                         4,435,255               61,913
       Don A. DeAngelis                          4,441,557               54,611
       Virginia Roberts                          4,427,838               68,330
</TABLE>


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

       (a)   27.  Financial Data Schedule.

       (b)   Reports on Form 8-K

             On December 6, 1999, the Corporation filed a Current Report on Form
             8-K dated  December 6, 1999  Reporting in Item 5 an  Agreement  and
             Plan of Merger  between  Valley  Resources  Inc. and Southern Union
             Company.







                                       11
<PAGE>

                                   SIGNATURES

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

                                        VALLEY RESOURCES, INC. AND SUBSIDIARIES


                                                  S/S. Partridge
                                        ----------------------------------------
                                        S. Partridge
                                        Vice President, Chief Financial Officer,
                                          Treasurer and Secretary


January 14,  2000















                                       12