SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-Q

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

For Quarter Ended May 31,
2000                                          
Commission
File No. 0-5940



TEMTEX
INDUSTRIES,
INC.(Exact name of Registrant as specified in its Charter)

|Delaware                                | 75-1321869                                  
|--------------------------------------- | --------------------------------------------
|(State or other jurisdiction
        of | (I.R.S. Employer
        Identification No.)
|incorporation or
        organization)  |                                             



|5400 LBJ Freeway, Suite
        1375, Dallas, Texas | 75240     
|--------------------------------------------------- | ----------
|(Address of principal
        executive offices)    | (Zip Code)



972/726-7175(Registrant's telephone number including area code)



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 such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirement for the past 90 days.

Yes X      No

The Registrant had 3,444,641 shares of common stock, par value
$.20 per share, outstanding as of the close of the period covered
by this report.

<PAGE>

PART I. FINANCIAL INFORMATION

TEMTEX INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(In Thousands Except Share and Per Share Amounts)



|                                                                            | Three Months Ended             | Nine Months Ended             
|--------------------------------------------------------------------------- | ------------------------------ | ------------------------------
|                                                                            | May
        31,                | May
        31,               
|                                                                            | 2000                           | 1999                          
|Net sales                                                                   | $    4,770                     | $    5,442                    
|Cost of goods
        sold                                                  | 4,620                          | 5,131                         
|                                                                            | 150                            | 311                           
|                                                                            |                                |                               
|Cost and
        expenses:                                                  |                                |                               
|Selling,
        general and administrative                                 | 1,914                          | 2,012                         
|Interest                                                                    | 108                            | 27                            
|Other expense
        (income)                                              | 8                              | 3                             
|                                                                            | 2,030                          | 2,042                         
|                                                                            |                                |                               
|LOSS
        FROM CONTINUING OPERATIONS                                     |                                |                               
|BEFORE
        INCOME TAX PROVISION
             (BENEFIT) AND DISCONTINUED |                                |                               
|OPERATIONS                                                                  | (1,880)                        | (1,731)                       
|                                                                            |                                |                               
|State and
        federal income tax provision (benefit)                    |                                |                               
|--Note B                                                                    | 959                            | (563)                         
|                                                                            |                                |                               
|LOSS
        FROM CONTINUING OPERATIONS                                     | (2,839)                        | (1,168)                       
|                                                                            |                                |                               
|GAIN
        FROM DISPOSAL AND OPERATING                                    |                                |                               
|INCOME
        FROM DISCONTINUED                                            |                                |                               
|OPERATIONS,
        NET OF INCOME                                           |                                |                               
|TAXES
        -- Note H                                                     | --                             | --                            
|                                                                            |                                |                               
|                                                                            |                                |                               
|NET
        (LOSS) INCOME                                                   | $    (2,839)
        =======   | $    (1,168)
        =======  
|                                                                            |                                |                               
|Basic
        and diluted (loss) income per common share:                   |                                |                               
|Continuing
        operations                                               | $        (.82)
        ======= | $        (.34)
        =======
|Net
        income:                                                         |                                |                               
|Basic                                                                       | $        (.82)
        ======= | $        (.34)
        =======
|Diluted                                                                     | $        (.82)
        ======= | $        (.34)
        =======
|                                                                            |                                |                               
|Basic
        weighted average common shares outstanding                    | 3,444,641 
        =======     | 3,466,761 
        =======    
|                                                                            |                                |                               
|Diluted
        weighted average common and common                          |                                |                               
|equivalent
        shares outstanding                                       | 3,450,708 
        =======     | 3,509,363 
        =======    

See notes to condensed consolidated financial statements.

2

<PAGE>

TEMTEX INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In Thousands Except Share Amounts)

|                                                                     | May
        31,              | August
        31,       
|-------------------------------------------------------------------- | ---------------------------- | -------------------------
|                                                                     | 2000                         | 1999                     
|                                                                     | (Unaudited)                  |                          
|ASSETS                                                               |                              |                          
|                                                                     |                              |                          
|CURRENT ASSETS                                                       |                              |                          
|Cash and cash
        equivalents                                    | $     2,217                  | $   4,077                
|                                                                     |                              |                          
|Accounts
        receivable, less allowance for doubtful accounts of |                              |                          
|$278
        at May 31, 2000 and $267 at August 31, 1999             | 2,990                        | 3,648                    
|Inventories--Note
        D                                          | 7,705                        | 8,680                    
|Prepaid expenses
        and other assets                            | 322                          | 254                      
|Deferred
        taxes--Note B                                       | 339                          | 169                      
|                                                                     |                              |                          
|TOTAL
        CURRENT ASSETS                                         | 13,573                       | 16,828                   
|                                                                     |                              |                          
|DEFERRED TAXES--Note B                                               | 144                          | 144                      
|                                                                     |                              |                          
|OTHER ASSETS                                                         | 154                          | 1,793                    
|                                                                     |                              |                          
|PROPERTY, PLANT AND
        EQUIPMENT                                |                              |                          
|Buildings and
        improvements                                   | 2,615                        | 2,615                    
|Machinery,
        equipment, furniture and fixtures                 | 18,297                       | 17,859                   
|Leasehold
        improvements                                       | 1,290                        | 1,213                    
|                                                                     | 22,202                       | 21,687                   
|Less allowances
        for depreciation and amortization            | 17,654                       | 16,752                   
|                                                                     | 4,548                        | 4,935                    
|                                                                     |                              |                          
|                                                                     | $   18,419  
        ======= | $ 23,700  
        ======

3

<PAGE>

|                                                                     | May
        31,          | August 31,              
|-------------------------------------------------------------------- | ------------------------ | ------------------------
|                                                                     | 2000                     | 1999                    
|                                                                     | (Unaudited)              |                         
|LIABILITIES AND
        STOCKHOLDERS' EQUITY                         |                          |                         
|                                                                     |                          |                         
|CURRENT LIABILITIES                                                  |                          |                         
|Accounts payable                                                     | $   1,681                | $   1,725               
|Accrued expenses                                                     | 1,235                    | 1,749                   
|Income taxes
        payable                                         | 332                      | 746                     
|Current
        maturities of indebtedness to related parties        | 16                       | 13                      
|Current
        maturities of long-term obligations                  | 30                       | 29                      
|                                                                     |                          |                         
|TOTAL
        CURRENT LIABILITIES                                    | 3,294                    | 4,262                   
|                                                                     |                          |                         
|INDEBTEDNESS TO RELATED
        PARTIES,                             |                          |                         
|less current
        maturities                                      | 1,568                    | 1,580                   
|                                                                     |                          |                         
|LONG-TERM OBLIGATIONS,                                               |                          |                         
|less current
        maturities                                      | 381                      | 404                     
|                                                                     |                          |                         
|COMMITMENTS AND
        CONTINGENCIES--Note F                        |                          |                         
|                                                                     |                          |                         
|STOCKHOLDERS' EQUITY                                                 |                          |                         
|Preferred stock
        - $1 par value; 1,000,000                    |                          |                         
|shares
        authorized, none issued and outstanding               | --                       | --                      
|Common stock -
        $.20 par value; 10,000,000 shares authorized, |                          |                         
|5,286,125
        shares issued and 3,444,641 outstanding            | 720                      | 720                     
|Additional
        capital                                           | 9,253                    | 9,253                   
|Retained
        earnings                                            | 3,642                    | 7,920                   
|                                                                     | 13,615                   | 17,893                  
|Less:                                                                |                          |                         
|Treasury
        stock--Note G                                       |                          |                         
|At
        cost 153,696 shares                                      | 439                      | 439                     
|At
        no cost - 1,687,788 shares                                | --                       | --                      
|                                                                     | 13,176                   | 17,454                  
|                                                                     |                          |                         
|                                                                     |                          |                         
|                                                                     | $18,419  
        ====== | $23,700  
        ======

See notes to condensed consolidated financial statements.

4

<PAGE>

TEMTEX INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In Thousands)

|                                                                                      | Nine
        Months Ended
|------------------------------------------------------------------------------------- | -------------------------
|                                                                                      | May
        31,          
|                                                                                      | 2000                     
|                                                                                      |                          
|OPERATING ACTIVITIES                                                                  |                          
|Net (loss)
        income                                                             | $(4,278)                 
|Adjustments to
        reconcile net (loss) income to net cash                        |                          
|used
        in operating activities:                                                 |                          
|Depreciation,
        depletion and amortization                                      | 924                      
|Discontinued
        operations:                                                      |                          
|Gain
        on sale, net of tax                                                      | --                       
|Income
        from operations, net of tax                                            | --                       
|Loss
        on disposition of property, plant and equipment                          | 15                       
|Provision
        for doubtful accounts                                               | 105                      
|Changes
        in operating assets and liabilities:                                  |                          
|Accounts
        receivable                                                           | 553                      
|Inventories                                                                           | 975                      
|Prepaid
        expenses and other assets                                             | 1,571                    
|Accounts
        payable and accrued expenses                                         | (728)                    
|Income
        taxes payable                                                          | (414)                    
|Cash
        used in discontinued operations                                          | --                       
|NET
        CASH USED IN OPERATING ACTIVITIES                                         | (1,277)                  
|INVESTING ACTIVITIES                                                                  |                          
|Purchases of
        property, plant and equipment                                    | (555)                    
|Purchases of
        property, plant and equipment, discontinued operations           | --                       
|Proceeds from
        sale of discontinued operations                                 | --                       
|Proceeds from
        disposition of property, plant and equipment                    | 3                        
|                                                                                      |                          
|                                                                                      |                          
|NET
        CASH (USED IN) PROVIDED BY                                                |                          
|INVESTING
        ACTIVITIES                                                          | (552)                    
|FINANCING ACTIVITIES                                                                  |                          
|Principal
        payments on revolving line of credit, long-term
        obligations |                          
|and
        indebtedness to related parties                                           | (31)                     
|Principal
        payments on long-term obligations, discontinued
        operations  | --                       
|Proceeds from
        issuance of common stock                                        | --                       
|Purchase of
        treasury stock                                                    | --                       
|NET
        CASH USED IN FINANCING ACTIVITIES                                         | (31)                     
|(DECREASE) INCREASE IN CASH
        AND CASH EQUIVALENTS                              | (1,860)                  
|Cash and cash equivalents at
        beginning of period                              | 4,077                    
|CASH
        AND CASH EQUIVALENTS AT END OF PERIOD                                    | $ 2,217 
        =====   

See notes to condensed consolidated financial statements.

5

<PAGE>

Temtex Industries, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
May 31, 2000
NOTE A--BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial
statements include the accounts of Temtex Industries, Inc. (the
Company) and its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.

The condensed financial statements have been prepared in
accordance with generally accepted accounting principles for
interim financial information and with the instructions for Form
10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
include all of the information and notes 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
nine-month period ended May 31, 2000 are not necessarily
indicative of the results that may be expected for the year
ending August 31, 2000. For further information, refer to the
consolidated financial statements and notes thereto included in
the Company's annual report on Form 10-K for the year ended
August 31, 1999.

NOTE B--INCOME TAXES

During the three months ended May 31, 2000, the Company
changed its estimate of the effective annual tax rate. Through
the six months ended February 29, 2000, the Company had recorded
a state and federal income tax benefit of $959,000, using a tax
rate of approximately 39% to reflect the estimated effective
annual tax rate for the year resulting in a net deferred tax
asset of $669,000 at February 29, 2000. The Company now believes
that it will be in a net loss position for the year. Because the
Company does not believe it is more likely than not that the net
deferred tax asset will be recovered, a valuation allowance will
be recorded for the entire amount of the net deferred tax asset
resulting in an effective tax rate of 0% for the year ending
August 31, 2000.

Accordingly, the Company has recorded a $959,000 (($0.28) per
share) provision for income taxes for the quarter ended May 31,
2000, to reverse the income tax benefits recorded on operating
losses during the quarters ended November 30, 1999 and February
29, 2000 and the net deferred tax asset of $483,000 at May 31,
2000 reflects the estimated amount to be recovered from prior tax
payments.

NOTE C--INCOME PER COMMON SHARE

Basic income (loss) per common share is based upon the
weighted average number of shares of common stock outstanding
during each period. Diluted income (loss) per share is based upon
the weighted average number of shares of common stock and common
stock equivalents outstanding during each period. Common stock
equivalents include only options granted to key employees and
outside directors. The number of common stock equivalents was
based on the number of shares issuable on the exercise of options
reduced by the number of shares that are assumed to have been
purchased at the average price of common stock during each
quarter with the proceeds from the exercise of the options. The
effect of common stock equivalents has been excluded from the
computation of diluted loss per share because the effect of their
inclusion would be antidilutive.

6

<PAGE>

NOTE D--INVENTORIES

Inventories are summarized below:

|                                   | May
        31, 2000        | August
        31, 1999    
|---------------------------------- | --------------------------- | ---------------------------
|                                   | (in
        thousands)     
|Finished goods                     | $   3,174                   | $   3,121                  
|Work in process                    | 810                         | 856                        
|Raw materials
        and supplies | 3,721                       | 4,703                      
|                                   | $  7,705    
        ====== | $  8,680    
        ======

NOTE E--NOTES PAYABLE AND LONG-TERM DEBT

A two-year credit agreement entered into by the Company with a
bank in May 1996 and amended in April 1998 was repaid in January
1999 with proceeds received from the sale of the Company's face
brick manufacturing facility. In August 1999, the Company and the
bank mutually agreed to terminate the agreement prior to its
scheduled termination.

NOTE F--COMMITMENTS AND CONTINGENCIES

Due to the complexity of the Company's operations,
disagreements occasionally occur. In the opinion of management,
the Company's ultimate loss from such disagreements and potential
resulting legal action, if any, will not be significant.

NOTE G--TREASURY STOCK

The Company's Board of Directors approved the repurchase of up
to $1.0 million of the Company's Common Stock after a Special
Shareholder's meeting held on January 5, 1999. As of May 31,
2000, 40,000 shares have been purchased on the open market and
are included as treasury stock.

NOTE H--DISCONTINUED OPERATIONS

On January 5, 1999, the Company sold its Texas Clay face brick
manufacturing division for approximately $12.5 million. The
condensed consolidated statements of operations and cash flow for
the nine months ended May 31, 1999 classify Texas Clay as a
discontinued operation.

7

<PAGE>

NOTE H-- DISCONTINUED OPERATIONS  (continued)

The components of the Company's results from the discontinued
operation of Texas Clay, net of income taxes, are as follows: (In
thousands, except per share amounts)

|                                                     | Nine Months
        Ended     
|---------------------------------------------------- | ------------------------------
|                                                     | May
        31, 1999          
|                                                     |                               
|Income from operations of
        Texas Clay before  |                               
|income taxes                                         | $   1,171                     
|Income taxes                                         | 412                           
|                                                     | 759                           
|                                                     |                               
|Gain on disposal of Texas
        Clay before        |                               
|income taxes                                         | 7,420                         
|Income taxes                                         | 2,745                         
|                                                     | 4,675                         
|                                                     |                               
|Gain from disposal and
        operating income from |                               
|discontinued
        operations, net of income taxes | $  5,434       
        ===== 
|                                                     |                               
|                                                     |                               
|Income per share:                                    |                               
|Basic income per
        common share:               |                               
|Operations                                           | $      .22                    
|Gain
        on sale                                 | 1.34                          
|                                                     | $    1.56       
        =====
|                                                     |                               
|Diluted income
        per common and common         |                               
|equivalent
        share:                            |                               
|Operations                                           | $     .22                     
|Gain
        on sale                                 | 1.33                          
|                                                     | $   1.55       
        ===== 

8

<PAGE>



MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial
condition and results of operations of the Company should be read
in conjunction with the unaudited condensed consolidated
financial statements and related notes of the Company included
elsewhere in this report. This Management's Discussion and
Analysis of Financial Condition and Results of Operations and
other parts of this Quarterly Report on Form 10-Q contain
forward-looking statements that involve risks and uncertainties.
Among the risks and uncertainties to which the Company is subject
are the risks inherent in the cyclical and unpredictable nature
of the housing and home products business generally, fluctuations
in interest rates, geographic concentration of the Company's
primary market, the fact that the Company has experienced
fluctuations in revenues and operating results, and the highly
competitive nature of the industries in which the Company
competes, together with each of those other factors set forth in
the Company's filings made with the Securities & Exchange
Commission. As a result, the actual results realized by the
Company could differ materially from the results discussed in the
forward-looking statements made herein. Words or phrases such as
"will," "anticipate," "expect,"
"believe," "intend," "estimate,"
"project," "plan" or similar expressions are
intended to identify forward-looking statements. Readers are
cautioned not to place undue reliance on the forward-looking
statements made in this Quarterly Report on Form 10-Q.

In the second quarter of fiscal 1999, the Company sold its
facility that produced face brick products. The results of
operations and gain on the sale have been classified as
discontinued operations. The following discussion focuses on the
remaining segment of business, "Fireplace Products".

Net Sales

Net sales of fireplace products decreased approximately 12% or
$672,000 in the third quarter of fiscal 2000 compared to the
third quarter of fiscal 1999. The decrease in sales resulted from
a decrease in the quantity of fireplaces delivered in the third
quarter of 2000 as well as small decreases in the average unit
selling prices for those products. Between the comparative
nine-month periods, net sales decreased approximately l7% or
$3,323,000 in fiscal 2000. Reduced quantity and reduced unit
selling prices in the nine months of fiscal 2000 were responsible
for the reduction in sales. Competition within the industry
continues to be the controlling force in determining selling
prices.

Gross Profit

Gross profit decreased approximately 52% or $161,000 in the
third quarter of fiscal 2000 compared to the third quarter of
fiscal 1999. Gross profit decreased approximately 42% or
$1,069,000 between the comparative nine-month periods. Reduced
sales and the lack of capacity utilization were mainly
responsible for the reduced gross profits in both comparison
periods. Additional expenses were incurred in the most recent
quarter due to the relocation of fireplace production from our
California facility to our plants in Tennessee and Mexico. With
the successful relocation completed, the Company expects an
improvement in gross margins as early as the fourth quarter of
fiscal 2000. Greater improvements should be recorded in fiscal
2001.

9

<PAGE>

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased $98,000
or approximately 5% in the third quarter of fiscal 2000. Between
the comparative nine-month periods, expenses decreased $214,000
or approximately 4%. Expenses in the second and third quarters of
the current year include approximately $400,000 for the
termination costs connected with job eliminations and for the
termination of the Select Management Employee Security Plan.

Interest Expense

Net interest expense increased $81,000 in the third quarter of
fiscal 2000 compared to the third quarter of fiscal 1999. The
increase was related to an estimate of the amount of interest
that is due to the Internal Revenue Service. As discussed below,
the Company has a negotiated settlement with the Internal Revenue
Service based on audits of its tax returns for fiscal years 1995
through 1998. Interest expense for the nine-month comparison
periods was essentially the same at $211,000 and $215,000,
respectively.

Income Taxes

During the three months ended May 31, 2000, the Company
changed its estimate of the effective annual tax rate. Through
the six months ended February 29, 2000, the Company had recorded
a state and federal income tax benefit of $959,000, using a tax
rate of approximately 39% to reflect the estimated effective
annual tax rate for the year resulting in a net deferred tax
asset of $669,000 at February 29, 2000. The Company now believes
that it will be in a net loss position for the year. Because the
Company does not believe it is more likely than not that the net
deferred tax asset will be recovered, a valuation allowance will
be recorded for the entire amount of the net deferred tax asset
resulting in an effective tax rate of 0% for the year ending
August 31, 2000.

Accordingly, the Company has recorded a $959,000 (($0.28) per
share) provision for income taxes for the quarter ended May 31,
2000, to reverse the income tax benefits recorded on operating
losses during the quarters ended November 30, 1999 and February
29, 2000 and the net deferred tax asset of $483,000 at May 31,
2000 reflects the estimated amount to be recovered from prior tax
payments.

During the third quarter of fiscal 2000, the Company
negotiated a settlement with the Internal Revenue Service,
resulting from a routine audit of its tax returns for fiscal
years 1995 through 1998. The Company agreed to pay approximately
$170,000 in additional taxes related to amounts capitalized under
the Uniform Capitalization Rule as specified in the Tax Act of
1986.

Liquidity and Capital Resources

Net cash used by operating activities was $1,277,000 for the
first nine months of 2000. The decreased cash flow from
operations in the first nine months of fiscal 2000 was primarily
due to the loss incurred by operations. Net cash used by
operating activities for the first nine months of 1999 was
$5,113,000.

10

<PAGE>

The brick manufacturing division was sold for approximately
$12,500,000 in the second quarter of fiscal 1999. The cash
proceeds were used to pay down certain indebtedness with the
remainder being available for other appropriate uses.

The Company used $555,000 in investing activities for capital
expenditures and capitalized lease obligations during the first
nine months of 2000. Expenditures include amounts for tooling,
dies, replacement items, major repairs to manufacturing
equipment, setup of refractory production area in Mexico and the
relocation of equipment to Mexico from California.

Working capital decreased from $12,566,000 at August 31, 1999
to $10,279,000 at May 31, 2000.

In May 1996, the Company entered into a two-year credit
agreement with a bank whereby the Company could borrow up to
$4,000,000 under a revolving credit facility. In April 1998, the
credit agreement was amended whereby the maximum amount available
under the revolving credit facility was reduced to $3,000,000 and
the expiration date was extended for an additional two-year
period. The outstanding balance on the credit facility was repaid
by the Company with proceeds from the sale of its brick
manufacturing facility in the second quarter of fiscal 1999. In
August 1999, the Company and the bank mutually agreed to
terminate the credit agreement prior to its scheduled
termination.

The Company is in negotiations with a lending institution to
establish a new line of credit agreement. All indications are
that a new credit facility will be approved shortly and funds
will be available prior to fiscal year end.

The Company anticipates that cash flow from operations,
together with cash on hand and cash that should be available
through a new credit facility should provide the Company with
adequate funds to meet its working capital requirements as well
as requirements for capital expenditures for at least the next
twelve months. Although the Company cannot be completely assured
at this time that the current negotiations will result in a new
credit facility, all indications are that a new facility will be
available in the very near future. If the Company is unable to
obtain a credit facility on suitable terms or to the extent the
Company continues to experience operating losses in future
periods, it may be required to seek additional sources of
capital. Sources of additional capital may include public and
private equity and debt financing, sales of nonstrategic assets
and other financing arrangements. No assurances can be made that
the Company will be able to obtain sufficient capital in the
future.

11

<PAGE>

PART II. OTHER INFORMATION





|Item 6. | EXHIBITS AND
        REPORTS ON FORM 8-K                                                                      
|------- | --------------------------------------------------------------------------------------------------------------
|(a).    | Exhibits                                                                                                      
|        |                                                                                                               
|        | Exhibit                                                                                                       
|        | No.                                                                                                           
|        |                                                                                                               
|        | 27.1                                                                                                          
|        |                                                                                                               
|(b).    | Report on
        Form 8-K                                                                                    
|        |                                                                                                               
|        | The Registrant
        filed one report on Form 8-K during the quarter for which
        this report is filed.

12

<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.

|                | TEMTEX INDUSTRIES, INC.
|--------------- | -----------------------
|                |                        
|                |                        
|DATE:  07/17/00 | BY:/s/ E. R. BUFORD    
|                | E.
        R. Buford   
|                | President