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 29, 1998
                                -----------------------------------

                                       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    0 -19703
                       ----------------

                               Farrel Corporation
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Delaware                                   22-2689245
          ----------------------                     -----------------------

     (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                    Identification No.)

                   25 Main Street, Ansonia, Connecticut, 06401
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (203) 736-5500
                              --------------------
              (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 for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
Yes  X     No
    ---       ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
                      -------------------------------------

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

               CLASS                        OUTSTANDING AT     May 8, 1998
--------------------------------------------------------------------------------
Common Stock (Voting), $.01 par value                     5,942,582
                                                     -------------------


<PAGE>


                               Farrel Corporation
                               ------------------

                                      Index
                                      -----
                                                                         Page
                                                                         ----
Part I.  Financial Information                                              
         ---------------------

               Consolidated Balance Sheets -                          
               March 29, 1998 and December 31, 1997                        3

               Consolidated Statements of Operations -
               Three Months Ended March 29, 1998
                 and March 30, 1997                                        4

               Consolidated Statements of Cash Flows -
               Three Months ended March 29, 1998
                 and March 30, 1997                                        5

               Notes to Consolidated Financial Statements                  6

               Management's Discussion and Analysis of Financial
               Condition and Results of Operations                         7

               Exhibit 11 - Computation of Earnings Per Share             10

Part II.  Other Information                                               11
          -----------------



                                  Page 2 of 16
<PAGE>




                         Part I - Financial Information
                               FARREL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)
<TABLE>
<CAPTION>

                                                                         March 29,              December 31,
                                                                           1998                     1997
ASSETS                                                                 (Unaudited)
      Current Assets:
<S>                                                                           <C>                       <C>   
         Cash and cash equivalents                                            $3,533                    $1,447
         Accounts receivable, net of allowance for
            doubtful accounts of  $224 and $179,
            respectively                                                      13,613                    14,423
         Inventory (Note 2)                                                   23,397                    18,277
         Other current assets                                                  2,485                     2,957
                                                                      ---------------        ------------------
                       Total current assets                                   43,028                    37,104
         Property, plant and equipment - net
            of accumulated depreciation of $10,319 and
            $9,786, respectively                                              12,602                    12,416
         Goodwill (Note 3)                                                     4,351                     5,295
         Asset purchase agreement receivable (Note 3)                            742
         Other Assets                                                          1,489                     1,566
                                                                      ---------------        ------------------
Total Assets                                                                 $62,212                   $56,381
                                                                      ===============        ==================
LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities:
            Accounts payable                                                 $10,328                    $8,317
            Accrued expenses & taxes                                           4,354                     4,753
            Advances from customers                                            8,627                     6,412
            Accrued installation & warranty costs                              1,141                     1,326
            Dividends payable                                                      -                       951
            Short - term debt                                                  4,275                     1,527
                                                                      ---------------        ------------------
                        Total current liabilities                             28,725                    23,286
         Long - term debt                                                      5,386                     5,283
         Postretirement benefit obligation                                     1,202                     1,213
         Long term pension obligation                                            592                       592
         Deferred income taxes                                                   193                       225
         Commitments and contingencies                                             -                         -
                                                                      ---------------        ------------------
                        Total Liabilities                                     36,098                    30,599
                                                                      ---------------        ------------------
         Stockholders' Equity:
            Preferred stock, par value $100, 1,000,000
                  shares authorized, no shares issued                              -                         -
            Common stock, par value $.01,
                 10,000,000 shares authorized,
                  6,142,106 shares issued                                         61                        61
            Paid in capital                                                   19,295                    19,295
            Treasury stock, 199,524 shares at  March 29, 1998
            and December 31, 1997                                              (984)                     (984)
            Retained earnings                                                  7,886                     7,776
            Accumulated other comprehensive expense                            (144)                     (366)
                                                                      ---------------        ------------------
                        Total Stockholders' Equity                            26,114                    25,782
                                                                      ---------------        ------------------
Total Liabilities and Stockholders' Equity                                   $62,212                   $56,381
                                                                      ===============        ==================
</TABLE>
           See Accompanying Notes to Consolidated Financial Statements




                                  Page 3 of 16
<PAGE>




                               FARREL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 (In thousands, except per share and share data)

<TABLE>
<CAPTION>

                                                               Three Months Ended
                                                               ------------------
                                                       March 29,            March 30,
                                                         1998                 1997
                                                      (unaudited)          (unaudited)
<S>                                                        <C>                   <C>    
Net Sales                                                  $15,976               $16,123

Cost of sales                                               11,740                12,785
                                                    ---------------     -----------------

Gross margin                                                 4,236                 3,338

Operating expenses:

    Selling                                                  1,732                 1,657

    General & administrative                                 1,769                 1,763

    Research & development                                     318                   390
                                                    ---------------     -----------------

Total operating expenses                                     3,819                 3,810
                                                    ---------------     -----------------

Operating income/(loss)                                        417                 (472)

Interest income                                                157                    54

Interest expense                                             (315)                  (10)

Other (expense) income, net                                   (76)                   256
                                                    ---------------     -----------------

Income(loss) before income taxes                               183                 (172)

(Provision) benefit for income taxes                          (73)                    66
                                                    ---------------     -----------------

Net income (loss)                                             $110                ($106)
                                                    ===============     =================

Per share data:

Basic and Diluted net income (loss)
    per common share                                         $0.02               ($0.02)
                                                    ===============     =================
Average shares outstanding:
   Basic                                                 5,942,582             5,942,382
                                                    ===============     =================
   Diluted                                               5,982,985             5,942,382
                                                    ===============     =================
</TABLE>
           See Accompanying Notes to Consolidated Financial Statements



                                  Page 4 of 16
<PAGE>




                               FARREL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                                  Three Months Ended
                                                                                  ------------------
                                                                             March 29,             March 30,
                                                                               1998                   1997
                                                                            (Unaudited)           (Unaudited)
Cash flows from operating activities:
<S>                                                                               <C>                <C>   
  Net Income/(loss)                                                               $110               ($106)
  Adjustments to reconcile net (loss)/income to net
  cash provided/(used in) by operating activities:
    Gain on disposal of fixed assets                                                 -                (299)
    Depreciation and amortization                                                  484                  413
    Decrease in accounts receivable                                                956                4,751
    (Increase) in inventory                                                    (4,539)              (6,725)
    Increase in accounts payable                                                 1,884                  663
    Increase in customer advances                                                3,143                1,736
    (Decrease) in accrued expenses & taxes                                       (712)                (303)
    (Decrease) in accrued installation and warranty costs                        (195)                (219)
    (Decrease)/increase in deferred income taxes                                  (38)                  133
    Other                                                                        (318)                  191
                                                                   --------------------    -----------------
    Total adjustments                                                              665                  341
                                                                   --------------------    -----------------
    Net cash provided by operating activities                                      775                  235
                                                                   --------------------    -----------------
Cash flows from investing activities:
    Proceeds from disposal of fixed assets                                           -                  444
    Purchases of property, plant and equipment                                   (460)                 (67)
                                                                   --------------------    -----------------
    Net cash provided by/(used in) investing activities                          (460)                  377
Cash flows from financing activities:
    Proceeds from short-term borrowing, net                                      2,682                    -
    Used for dividends paid                                                      (951)                    -
                                                                   --------------------    -----------------
    Net cash provided by financing activities                                    1,731                    0
Effect of foreign currency exchange rate changes on cash                            40                 (81)
                                                                   --------------------    -----------------
Net increase in cash and cash equivalents                                        2,086                  531
    Cash and cash equivalents - Beginning of period                              1,447                3,832
                                                                   --------------------    -----------------
    Cash and cash equivalents - End of period                                   $3,533               $4,363
                                                                   ====================    =================
Income taxes paid                                                                 $106                  $45
                                                                   ====================    =================
Interest paid                                                                     $179                   $1
                                                                   ====================    =================
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements



                                  Page 5 of 16
<PAGE>


                               Farrel Corporation
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

Note 1 - Basis Of Presentation

         In the opinion of management,  the accompanying  unaudited consolidated
financial  statements  contain  all  adjustments,   consisting  only  of  normal
recurring adjustments, necessary to present fairly, in accordance with generally
accepted accounting  principles,  the consolidated  financial position of Farrel
Corporation  ("Farrel"  or  "the  Company")  as  of  March  29,  1998,  and  the
consolidated results of its operations and cash flows for the three months ended
March 29, 1998 and March 30, 1997. These results are not necessarily  indicative
of results to be expected for the full fiscal year. These  statements  should be
read in conjunction with the financial  statements and notes thereto included in
the Company's Annual Report and Form 10-K for the year ended December 31, 1997.

Note 2 - Inventory

<TABLE>
<CAPTION>

    Inventory is comprised of the following:             March 29,               December 31,
                                                           1998                      1997
                                                                   (In thousands)
<S>                                                       <C>                        <C>   
    Stock and raw materials.......................        $10,673                    $9,459
    Work-in process...............................         12,724                     8,818
                                                          -------                   -------
    Total.........................................        $23,397                   $18,277
                                                          =======                   =======
</TABLE>

    See also Note 3 regarding the valuation of the inventory  acquired from EIS.

Note 3 - Asset Purchase

     On December 19, 1997,  the Company  acquired  certain assets of the Francis
Shaw Rubber Machinery  operations  ("Shaw") from EIS Group PLC for approximately
$10.9  million.  The  Asset  Purchase  Agreement  ("Agreement")  provides  for a
reduction in the purchase price to the extent that the value of the closing date
inventory  was less than the  contract  amount.  The Company has objected to the
inventory  valuation.  In addition,  if the  acquired  assets do not generate at
least an approximately  $1.67 million pre-tax profit, as defined,  the Agreement
provides for a reduction in the purchase price. Included in total assets, with a
corresponding reduction in goodwill, is an amount due from the seller calculated
under the terms of the Agreement.

     The results of operations of Shaw are included in the consolidated  results
of  operations  of the Company.  The seller did not maintain and the Company was
not provided historical financial information for the Shaw operations.  Based on
the limited  information  available,  the Company  estimates  that the pro forma
revenues  and net loss for the three  months ended March 30, 1997 would not vary
materially from the historical  amounts recorded in the consolidated  statements
of operations.

Note 4 -  Comprehensive Income

         As of  January  1,  1998,  the  Company  adopted  Financial  Accounting
Standard No. 130, "Reporting Comprehensive Income". Standard No. 130 establishes
new  rules  for the  reporting  and  display  of  comprehensive  income  and its
components;  however,  the  adoption  of  the  statement  had no  impact  on the
Company's net income or stockholders equity.

         The  components of  comprehensive  income (loss),  for the  three-month
periods ended are as follows:

                                                      March 29,      March 30,
                                                        1998           1997
                                                        ----           ----
                                                           (In thousands)
         Net income (loss)                              $110          $(106)
         Foreign currency translation adjustments        222           (491)
                                                       -----          ------
         Comprehensive income (loss)                    $332          $(597)
                                                       =====          ======

                                  Page 6 of 16
<PAGE>




         The  components of  accumulated  other  comprehensive  expense,  net of
related tax, are as follows:

                                                     March 29,      December 31,
                                                        1998            1997
                                                        ----            ----
                                                           (In thousands)
         Minimum pension liability                    $(303)          $(303)
         Foreign currency translation adjustments       159             (63)
                                                      ------          ------
         Accumulated comprehensive expense            $(144)          $(366)
                                                      ======          ======



                                  Page 7 of 16
<PAGE>




PART I - ITEM 2 -
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION & RESULTS OF OPERATIONS

Safe Harbor Statements under Private Securities Litigation Reform Act of 1995

         Certain  statements   contained  in  the  Company's  public  documents,
including in this report and in particular, in this "Management's Discussion and
Analysis  of  Financial  Condition  and  Results of  Operations"  may be forward
looking  and may be  subject to a variety  of risks and  uncertainties.  Various
factors could cause actual results to differ  materially from these  statements.
These factors include, but are not limited to pricing pressures from competitors
and/or customers; continued economic and political uncertainty in certain of the
Company's  markets;  the Company's ability to maintain and increase gross margin
levels;  the Company's  ability to generate  positive cash;  changes in business
conditions,  in general, and, in particular,  in the businesses of the Company's
customers and competitors  and; other factors which might be described from time
to time in the Company's filings with the Securities and Exchange Commission.

Results of Operations

Three Months  Ended March 29, 1998  Compared To The Three Months Ended March 30,
1997

         Net sales for the first quarter of 1998 were $16.0 million  compared to
$16.1  million  during the first quarter of 1997.  The 1998 amount  includes net
sales of approximately  $2.4 million from Farrel Shaw Limited ("Shaw") which was
acquired on December 19, 1997.  Excluding the net sales of Shaw, net sales would
have declined  approximately  $2.5 million during the first quarter of 1998. The
decrease  is largely  attributed  to one large  shipment of  approximately  $3.6
million included in the first quarter of 1997.  Purchases by any single customer
typically  will  vary  significantly  from  period to  period  according  to the
customers'  capital needs.  Management  believes the Company operates in markets
which are extremely  competitive.  Many of our customers and markets  operate at
less than full capacity and certain markets, in particular, the Far East, remain
particularly competitive and difficult to penetrate.

         During the first quarter of 1998 the Company  received $30.2 million in
orders including approximately $6.0 million from the Shaw operations compared to
$15.4  million  during the first  quarter of fiscal  1997.  In the case of major
equipment  orders,  up to 12 months are required to complete  the  manufacturing
process.  Accordingly,  revenues  reported in the statement of operations may be
recognized  in a later  accounting  period  than the one in which  the order was
received.  In addition,  the cyclical nature of industry demand and,  therefore,
order intake,  may effect the Company's  quarterly  results of  operations.  The
Company's   ability  to  maintain  and   increase  net  sales   depends  upon  a
strengthening and stability in the Company's  traditional markets.  There can be
no assurance  that any such  improvement  will lead to increased  orders for the
Company's  products.  Firm  backlog at the end of the first  quarter of 1998 was
$60.8  million  compared to $46.5 million at December 31, 1997 and $50.2 million
at the end of the first quarter of 1997. Firm backlog as of May 8, 1998 and 1997
was $59.0 million and $43.0 million, respectively.

         Gross margin in the first quarter of 1998 was $4.2 million  compared to
$3.3  million  reported  for the first  quarter of 1997.  The margin  percentage
increased  to 26.5% from 20.7%.  The  increase in  comparative  gross  margin is
largely  attributed to a higher  proportion  of spare parts,  rebuild and repair
business which  generates a higher margin than new machine  sales.  In addition,
the first quarter of 1997 included a large new machine  shipment with relatively
lower margin.

         Operating  expenses  in the  first  quarter  of 1998 and 1997 were $3.8
million.  The first  quarter of 1998 includes  selling  expenses of $132,000 and
general and  administrative  expenses of  $239,000  at the newly  acquired  Shaw
operations.  Excluding  the impact of the Shaw  operations,  operating  expenses
decreased by approximately  $.3 million to $3.5 million for the first quarter of
1998.  The decrease is largely  attributed to reductions in marketing  programs,
professional  fees,   insurance  and  continuing  efforts  to  steadily  control
expenses.  The  Company  intends  to  consolidate  the  operation  of Shaw  into
manufacturing and administrative  facilities in Rochdale,  England.  The Company
expects the consolidation to be accomplished in the first half of 1999. Research
and  Development  decreased  as a result  of lower  headcount  and  decrease  in
consumable operating supplies.

                                  Page 8 of 16
<PAGE>




         Interest  expense,  net of interest  income,  for the first  quarter of
1998,  was $158,000 an increase of $114,000 from the first quarter of 1997.  The
increase  is due to  borrowings  associated  with  the  acquisition  of the Shaw
operations.

         Other  income,  net of other  expense,  in the first  quarter  of 1997,
includes  approximately  $.3  million  of gains on the  disposal  of the  excess
machinery and equipment.  No significant items occurred during the first quarter
of 1998.

         The  income  tax  rate in the  first  quarter  of 1998 and  1997,  as a
percentage of pre-tax results of operations,  was 40.1% and 38.4%, respectively.
The Company provides for income taxes in the  jurisdictions in which it pays for
income taxes at the statutory rates in effect in each jurisdiction  adjusted for
differences in providing for income taxes between financial reporting and income
tax purposes.



                                  Page 9 of 16
<PAGE>




Material Contingencies

         The  Company  and  The  Black  &  Decker  Corporation  entered  into  a
Settlement  Agreement  pursuant  to which  Black & Decker  agreed to assume full
responsibility  for the  investigation  and  remediation  of any  pre-May,  1986
environmental  contamination  at the Company's  Ansonia and Derby  facilities as
required by the  Connecticut  Department of  Environmental  Protection  (DEP). A
preliminary  environmental assessment of the Company's properties in Ansonia and
Derby,  Connecticut  has been  conducted by Black & Decker.  On the basis of the
preliminary  data  now  available  there  is  no  reason  to  believe  that  any
remediation  activities  which might be required as a result of the  findings of
the  assessment  will have a  material  effect  upon the  capital  expenditures,
earnings  or the  competitive  position of the  Company.  This  forward  looking
statement  could,   however,  be  influenced  by  the  results  of  any  further
investigation which the DEP might require, by DEP's conclusions and requirements
based  upon  its  review  of  complete   information  when  such  is  available,
unanticipated  discoveries,  the possibility that new or different environmental
laws might be adopted and the  possibility  that  further  regulatory  review or
litigation might become necessary or appropriate.

Liquidity and Capital Resources; Capital Expenditures

         Working  capital and the working  capital  ratio at March 29, 1998 were
$14.3 million and 1.5 to 1, respectively, compared to $13.8 million and 1.6 to 1
at December 31, 1997,  respectively.  Subsequent to the end of the first quarter
of 1998, the Company paid a dividend of $.04 per share. The Company's ability to
pay  dividends  in the future is  generally  limited  under its credit  facility
described  below  to the  aggregate  of (a) 25% of net  income  during  the most
recently completed four fiscal quarters after deducting distributions previously
made and (b)  purchases  by the  Company  of its  common  stock  during the same
period,  without the consent of and/or waiver by the Company's bank. The Company
received a waiver from its bank with respect to dividends paid in 1998.

         Due to the nature of the Company's business,  many sales are of a large
dollar  amount.  Consequently,  the timing of recording such sales may cause the
balances in accounts  receivable  and/or  inventory  to  fluctuate  dramatically
between quarters and may result in significant  fluctuations in cash provided by
operations.  Historically,  the Company has not experienced significant problems
regarding the collection of accounts receivable.  The Company has also generally
financed  its  operations  with cash  generated  by  operations,  with  progress
payments from customers and with  borrowings  under its bank credit  facilities.
Management  anticipates  that  its  cash  balances,  operating  cash  flows  and
available credit line will be adequate to fund anticipated  capital  commitments
and working capital  requirements  for at least the next twelve months including
the  integration  of the  Shaw  asset  acquisition.  The  Company  made  capital
expenditures  of $.5 million and $.1 million  during the first quarter of fiscal
1998 and 1997, respectively.

         The Company has a worldwide multi-currency credit facility with a major
U.S. bank in an amount of $25.0 million consisting of an $18.5 million revolving
credit  facility and a five year term loan for direct  borrowings and letters of
credit and up to (pound)3.0 million for foreign exchange contracts. The facility
contains  limitations on direct  borrowings and letters of credit combined based
upon  stipulated  levels of accounts  receivable,  inventory  and  backlog.  The
facility also contains  covenants  specifying minimum and maximum thresholds for
operating  results and selected  financial  ratios.  There were $9.6 million and
$7.1 million in direct  borrowings  under this  facility at March 29, 1998,  and
December  31, 1997,  respectively.  There were $ 5.9 million and $6.0 million of
letters  of  credit  outstanding  at March  29,  1998  and  December  31,  1997,
respectively. The facility expires on January 28, 2003.

RECENT ACCOUNTING PRONOUNCEMENTS

         As of  January  1,  1998,  the  Company  adopted  Financial  Accounting
Standard No. 130, "Reporting Comprehensive Income". Standard No. 130 establishes
new  rules  for the  reporting  and  display  of  comprehensive  income  and its
components;  however,  the  adoption  of this  Statement  had no  impact  on the
Company's  net  income or  stockholder's  equity.  Statement  130  requires  the
Company's  foreign  currency  translation and minimum pension  liability  which,
prior to  adoption,  were  reported  separately  in  stockholders'  equity to be
included in other  comprehensive  income.  Prior year financial  statements have
been reclassified to conform to the requirements of Standard No. 130.



                                 Page 10 of 16
<PAGE>




         During the first quarter of 1998 and 1997, total  comprehensive  income
(loss) amounted to $.3 million and ($.6) million, respectively.


Item 2 -  Quantitative  and  Qualitative  Disclosures  About  Market  Risk - Not
applicable.



                                 Page 11 of 16
<PAGE>




                                                                    Exhibit 11
                               FARREL CORPORATION
                 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
                 (In thousands, except per share and share data)

<TABLE>
<CAPTION>

                                                                     Three Months Ended
                                                       -------------------------------------------
                                                           March 29,                 March 30,
                                                             1998                      1997


<S>                                                                <C>                    <C>   
Net income (loss) applicable to common stock                       $110                   ($106)
                                                       =================         ================
Weighted average number of common
shares outstanding -  Basic earnings per share                5,942,582                5,942,382

Effect of dilutive stock and purchase  options                   40,403                        -
                                                       -----------------         ----------------

Weighted average number of common
shares outstanding - Diluted earnings per share               5,982,985                5,942,382
                                                       =================         ================

Net income/(loss) per common
  share - Basic                                                   $0.02                  ($0.02)
                                                       =================         ================
  share - Diluted                                                 $0.02                  ($0.02)
                                                       =================         ================

</TABLE>



                                 Page 12 of 16
<PAGE>




PART II - OTHER INFORMATION


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

Exhibit 10(b)       Amendment  to  Employment  Agreement  between Rolf K.
                    Liebergesell and Farrel Corporation effective as of December
                    1, 1997.

Exhibit 11          (Regulation S-K) Computation of Earnings Per Share.

Exhibit 27          Financial Data Schedule

Reports on Form 8-K

     No  Reports  on Form 8-K were filed by the  registrant  during the  periods
covered by this report.



                                 Page 13 of 16
<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.


                                            FARREL CORPORATION
                                            REGISTRANT




DATE: May 13, 1998                          /s/ ROLF K. LIEBERGESELL
                                            ------------------------------------
                                            ROLF K. LIEBERGESELL
                                            CHIEF EXECUTIVE OFFICER, PRESIDENT
                                            AND CHAIRMAN OF THE BOARD





DATE: May 13, 1998                          /s/ CATHERINE M. BOISVERT
                                            ------------------------------------
                                            CATHERINE M. BOISVERT
                                            VICE PRESIDENT AND CONTROLLER
                                            (CHIEF ACCOUNTING OFFICER)

                                 Page 14 of 16