UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC  20549

                            FORM 10-Q

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

     For the quarterly period ended March 31, 2003

                               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:  001-05707


              GENERAL EMPLOYMENT ENTERPRISES, INC.
     (Exact name of registrant as specified in its charter)


          Illinois                            36-6097429
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)          Identification Number)

  One Tower Lane, Suite 2100, Oakbrook Terrace, Illinois    60181
         (Address of principal executive offices)         (Zip Code)

                         (630) 954-0400
      (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 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  [ ]

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act). [ ]

The number of shares outstanding of the registrant's common stock
as of April 30, 2003 was 5,120,776.







                 PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

GENERAL EMPLOYMENT ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEET
                                                       March 31   September 30
                                                           2003           2002
(In Thousands)                                      (Unaudited)

ASSETS
Current assets:
Cash and cash equivalents                               $ 4,541        $ 4,759
Accounts receivable, less allowances
  (Mar. 2003 --$339; Sept. 2002 --$312)                   2,202          2,255
Income tax refunds receivable                               253          1,540
Other current assets                                        486            428

Total current assets                                      7,482          8,982

Property and equipment:
Furniture, fixtures and equipment                         6,586          6,575
Accumulated depreciation                                 (4,968)        (4,693)

Net property and equipment                                1,618          1,882

Goodwill                                                  1,069          1,069

Total assets                                            $10,169        $11,933


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable                                        $   484        $   623
Accrued compensation and payroll taxes                    1,141          1,030
Other current liabilities                                   279            291

Total current liabilities                                 1,904          1,944

Shareholders' equity:
Preferred stock, authorized -- 100 shares;
  issued and outstanding -- none                             --             --
Common stock, no-par value; authorized --
  20,000 shares; issued and outstanding --
  5,121 shares                                               51             51
Capital in excess of stated value of shares               4,715          4,695
Retained earnings                                         3,499          5,243

Total shareholders' equity                                8,265          9,989

Total liabilities and shareholders' equity              $10,169        $11,933

See notes to consolidated financial statements.



                              - 2 -


GENERAL EMPLOYMENT ENTERPRISES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
                                           Three Months             Six Months
                                         Ended March 31         Ended March 31
(In Thousands, Except Per Share)         2003      2002        2003       2002

Net revenues:
Placement services                    $ 1,136   $ 1,597     $ 2,756    $ 3,479
Contract services                       3,394     3,557       6,674      7,184

Net revenues                            4,530     5,154       9,430     10,663

Operating expenses:
Cost of contract services               2,394     2,350       4,611      4,748
Selling                                   894     1,207       2,018      2,511
General and administrative              2,348     3,119       4,569      5,854

Total operating expenses                5,636     6,676      11,198     13,113

Loss from operations                   (1,106)   (1,522)     (1,768)    (2,450)
Interest income                             6        31          24         79

Loss before income taxes               (1,100)   (1,491)     (1,744)    (2,371)
Credit for income taxes                    --      (570)         --       (900)

Net loss                              $(1,100)  $  (921)    $(1,744)   $(1,471)

Net loss per share                    $  (.21)  $  (.18)    $  (.34)   $  (.29)

Average number of shares                5,121     5,121       5,121      5,111

See notes to consolidated financial statements.




















                              - 3 -



GENERAL EMPLOYMENT ENTERPRISES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

                                                                    Six Months
                                                                Ended March 31
(In Thousands)                                                2003        2002

Operating activities:
Net loss                                                   $(1,744)    $(1,471)
Depreciation and other noncurrent items                        374         399
Accounts receivable                                             53         413
Income tax refunds receivable                                1,287        (496)
Accrued compensation and payroll taxes                         111        (391)
Other current items, net                                      (209)       (113)

Net cash used by operating activities                         (128)     (1,659)

Investing activities:
Acquisition of property and equipment                          (90)        (24)
Maturities of short-term investments                            --         500

Net cash provided (used) by investing activities               (90)        476

Financing activities:
Exercises of stock options                                      --          35

Net cash provided by financing activities                       --          35

Decrease in cash and cash equivalents                         (218)     (1,148)
Cash and cash equivalents at beginning of period             4,759       7,293

Cash and cash equivalents at end of period                  $4,541     $ 6,145

See notes to consolidated financial statements.



















                              - 4 -



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


Interim Financial Statements

The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q.  Accordingly, they do not include all
of the information and footnotes required by generally accepted
accounting principles for complete financial statements.  In the
opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
have been included.  This financial information should be read in
conjunction with the financial statements included in the
Company's annual report on Form 10-K for the year ended
September 30, 2002.


New Accounting Pronouncements

Goodwill
The Company adopted the provisions of Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible
Assets," as of October 1, 2002.  This statement requires that
goodwill no longer be amortized, and it requires instead that
goodwill be tested at least annually for impairment.  If the
carrying value of goodwill were determined to be greater than its
estimated fair value under the impairment test, then it would be
written down to its estimated fair value.

The Company completed a transitional impairment test, as required
by Statement No. 142, and determined that there was no impairment
of goodwill as of October 1, 2002.  Goodwill amortization expense
was $11,000 for the six months ended March 31, 2002.

Disposal Activities
The Company adopted the provisions of Statement of Financial
Accounting Standards No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," effective for exit or disposal
activities initiated after December 31, 2002.  This statement
requires companies to record a liability for the cost of exit or
disposal activities in the period when the liability is incurred,
and it requires that fair value be used for the initial
measurement of such a liability.


Income Taxes

There were no credits for income taxes as a result of the pretax
losses for the three and six-month periods ended March 31, 2003,
because the tax losses must be carried forward, and there was not
sufficient assurance that a future tax benefit would be realized.

For federal income tax purposes, and for certain states, the tax
losses incurred in fiscal 2002 were carried back, and the Company
recorded the benefit of those tax refunds.  For all other state
and local income taxes, the losses were carried forward.  As of
September 30, 2002, the Company had recorded the tax benefit of
all available loss carrybacks, and there were approximately
$3,600,000 of losses available to reduce state and local taxable
income in future years.  Under current income tax regulations,
any losses incurred by the Company in fiscal 2003 will be
carried forward.

The Company received federal income tax refunds of $1,302,000
during the six months ended March 31, 2003 and $325,000 during
the six months ended March 31, 2002.

                              - 5 -



Office Closings

The Company closed two branch offices during the first six months
of fiscal 2003 and three branch offices during the first six
months of fiscal 2002 due to unprofitable operations.  General
and administrative expenses include provisions for office
closings of $37,000 in the three and six-month periods ended
March 31, 2003, and $253,000 in the three and six-month periods
ended March 31, 2002.


Subsequent Event

The Company's $1,000,000 loan agreement with a bank, which was
never utilized, expired on April 30, 2003 and was not renewed.



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

The Company provides placement and contract staffing services for
business and industry, specializing in the placement of
information technology, engineering and accounting professionals.
As of March 31, 2003, the Company operated 30 offices located in
major metropolitan business centers in 12 states.

A summary of operating data, expressed as a percentage of
consolidated net revenues, is presented below.  Percentages may
not add due to rounding.

                                              Three Months         Six Months
                                            Ended March 31     Ended March 31
                                            2003      2002     2003      2002
Net revenues:
Placement services                          25.1%     31.0%    29.2%     32.6%
Contract services                           74.9      69.0     70.8      67.4

Net revenues                               100.0     100.0    100.0     100.0

Operating expenses:
Cost of contract services                   52.8      45.6     48.9      44.5
Selling                                     19.7      23.4     21.4      23.5
General and administrative                  51.8      60.5     48.5      54.9

Total operating expenses                   124.4     129.5    118.7     123.0

Loss from operations                       (24.4)%   (29.5)%  (18.7)%   (23.0)%


Second Quarter Results of Operations

Net Revenues
Consolidated net revenues for the three months ended March 31, 2003
were down $624,000 (12%) from the same period last year.  This
was due to the combination of a $461,000 (29%) decrease in
placement service revenues and a $163,000 (5%) decrease in
contract service revenues.  Placement services represented 25% of
consolidated net revenues for the period, and contract services
represented 75% of the total.

Placement service revenues were down for the quarter due to the
combination of a 16% decrease in the number of placements and an
11% decrease in the average placement fee.  The decrease in
contract service revenues was the result of a 7% decrease in the
average hourly billing rate.


                              - 6 -



The Company attributes the decline in revenues to the weak demand
for employment placement services, particularly in the
information technology sector, that has lingered since the U.S.
economic recession and terrorist attacks in 2001.  The economic
weakness, together with competitive pressures, led to lower
average service fees and billing rates.


Operating Expenses
Total operating expenses for the quarter were down $1,040,000
(16%) compared with the same quarter last year.

The cost of contract services was up $44,000 (2%), despite lower
contract service revenues, due to lower profit margins.  Due to
competitive market conditions, the gross profit margin on
contract services declined 4.4 points to 29.5% this quarter,
compared with 33.9% the prior year.

Selling expenses decreased $313,000 (26%) this quarter.
Commission expense was down 20% due to the lower placement
service revenues, and lower commissionable profits, while
recruitment advertising expense was 45% lower than the prior
year.  Selling expenses represented 19.7% of consolidated net
revenues, which was down 3.7 points from the prior year, because
of a shift in the mix of revenues toward contract services.

General and administrative expenses decreased $771,000 (25%) for
the quarter.  Compensation in the operating divisions decreased
20% and administrative compensation decreased 21%, primarily due
to a reduction in staff size.  Office rent and occupancy costs
were down 13% for the quarter, and the provision for office
closings was 85% lower.  All other general and administrative
expenses were down 25%.  General and administrative expenses
represented 51.8% of consolidated revenues, and that was down 8.7
points from the prior year because expenses declined more sharply
than revenues.

To control operating costs, the Company closed four unprofitable
branch offices during the last twelve months.  As a result of
this and other actions, the Company reduced its in-house
consulting and administrative staff by 25% from the prior-year
level.


Other Items
The loss from operations was $1,106,000 for the quarter ended
March 31,2003, which was $416,000 (27%) better than last year's
operating loss of $1,522,000.  The improvement was accomplished,
despite lower revenues in the current quarter, through cost
reduction actions taken by the Company during the last twelve
months.

There was no credit for income taxes for the quarter ended
March 31, 2003, because the tax loss for the period must be carried
forward, and there was not sufficient assurance that a future tax
benefit would be realized.  There was an income tax credit of
$570,000 in the prior-year quarter.

After interest and taxes, the net loss for the quarter was
$1,100,000, compared with a net loss of $921,000 the prior year.



Six Months Results of Operations

Net Revenues
For the six months ended March 31, 2003, consolidated net
revenues were adversely affected by the same U.S. economic
conditions that affected the second quarter, and they were down
$1,233,000 (12%) from the same period last year.  This was

                              - 7 -



due to the combination of a $723,000 (21%) decrease in
placement service revenues and a $510,000 (7%) decrease
in contract service revenues.  Placement services
represented 29% of consolidated net revenues for the period,
and contract services represented 71% of the total.

Placement service revenues were down for the period because of a
4% decline in the number of placements, together with a 15%
decrease in the average placement fee.  The decrease in contract
service revenues was the result of an 8% decrease in the average
hourly billing rate.


Operating Expenses
Total operating expenses for the year to date were down
$1,915,000 (15%) compared with the same period last year.

The cost of contract services was down $137,000 (3%), as a result
of the lower contract service revenues.  Due to competitive
market conditions, the gross profit margin on contract services
declined 3.0 points to 30.9% for the year to date, compared with
33.9% the prior year.

Selling expenses decreased $493,000 (20%) for the year to date.
Commission expense was down 15% due to the lower placement
service revenues and lower commissionable profits, while
recruitment advertising expense was 31% lower than last year.
Selling expenses represented 21.4% of consolidated net revenues,
which was down 2.1 points from the prior year because of a shift
in the mix of revenues toward contract services.

General and administrative expenses decreased $1,285,000 (22%)
for the year to date.  Compensation in the operating divisions
decreased 25% and administrative compensation decreased 18%,
primarily due to a reduction in staff size.  Office rent and
occupancy costs were down 13% for the period, and the provision
for office closings was 85% lower.  All other general and
administrative expenses were down 18%.  General and
administrative expenses represented 48.5% of consolidated
revenues, and that was down 6.4 points from the prior year
because expenses declined more sharply than revenues.


Other Items
The loss from operations was $1,768,000 for the six months ended
March 31, 2003, which was $682,000 (28%) better than last year's
operating loss of $2,450,000.  The improvement was accomplished,
despite lower revenues in the current year, through cost
reduction actions taken by the Company during the last twelve
months.

There was no credit for income taxes for the six months ended
March 31, 2003, because the tax loss for the period must be
carried forward and there was not sufficient assurance that a
future tax benefit would be realized.  There was an income tax
credit of $900,000 in the prior-year period.

After interest and taxes, the net loss for the year to date was
$1,744,000, compared with a net loss of $1,471,000 the prior year.



Financial Condition

As of March 31, 2003, the Company had cash and cash equivalents
of $4,541,000.  That was a decrease of $218,000 from September 30,
2002.  Net working capital at March 31, 2003 was $5,578,000,
which was a decrease of $1,460,000 compared with last September,
and the current ratio was 3.9 to 1.


                              - 8 -



During the six months ended March 31, 2003, the net cash used by
operating activities was $128,000, as the $1,744,000 net loss for
the period was substantially offset by a $1,287,000 reduction in
income tax refunds receivable.  Depreciation and other non-cash
expenses provided $374,000, while all other working capital items
used $45,000.  As part of the Company's cash conservation
measures, capital expenditures were limited to $90,000 for the
period, and there were no cash dividends paid.

All of the Company's office facilities are leased, and
information about future minimum lease payments is presented in
the notes to the consolidated financial statements contained in
the Company's annual report on Form 10-K for the year ended
September 30, 2002.

As of March 31, 2003, the Company had no debt outstanding, and
there were no off-balance sheet arrangements, unconsolidated
subsidiaries, commitments or guarantees of other parties, except
as disclosed in the notes to the consolidated financial
statements.  Shareholders' equity at that date was $8,265,000,
which represented 81% of total assets.


Outlook

The Company's business is highly dependent on national employment
trends in general and on the demand for information technology
and other professional staff in particular.  The demand for the
Company's employment services has been adversely affected by the
lingering weakness in the employment market caused by economic
and political uncertainties that followed the U.S. economic
recession and terrorist attacks in 2001.

It is not known how long the weakness in the U. S. labor market
will continue to have an adverse effect on the Company's
operations.  Management believes that the Company's placement
service revenues will continue at depressed levels until there is
an increase in national business spending on computer equipment
and software, leading to a rebound in the technology sector of
the economy.

The Company's current priority is to minimize the impact of the
economy, to return the Company to profitability as soon as
possible, and to be positioned for growth when the demand for its
services returns.  Returning the Company to profitability will
require a combination of both increasing revenues and reducing
costs.  Since September 2001, management took steps to lower the
Company's infrastructure costs, including closing eight
unprofitable branch offices, reducing the in-house consulting and
administrative staff by 37% and reducing other operating
expenses.  As a result, the Company reduced its general and
administrative expenses for the first six months of fiscal 2003
by 22%, compared with the prior-year period.  Management believes
that it took all appropriate actions within its control to reduce
costs to date, consistent with positioning the Company for the
future, and it will continue to evaluate the Company's operations
and take appropriate actions to meet the economic challenges
ahead in fiscal 2003.

As of September 30, 2002, the Company had recorded the income tax
benefit of all available loss carrybacks, and there were
approximately $3,600,000 of losses available to reduce state and
local taxable income in future years.  Under current income tax
regulations, any losses that might be incurred by the Company in
fiscal 2003 would not result in current tax refunds, but would be
carried forward to reduce taxable income in subsequent years.

The Company's primary source of liquidity is normally from its
operating activities.  Despite recent losses, management believes
that existing cash and securities will be adequate to finance
current operations for the foreseeable
future.  Nevertheless, if operating losses were to continue
indefinitely, or

                              - 9 -



if the Company's business were to deteriorate further, such
losses would have a material, adverse effect on the Company's
financial condition.  External sources of funding are not likely
to be available to support continuing losses.


Risk Factors

Some of the factors that could affect the Company's future
performance include, but are not limited to, general business
conditions, the demand for the Company's services, competitive
market pressures, the ability of the Company to attract and
retain qualified personnel for regular full-time placement and
contract project assignments, and the ability to attract and
retain qualified corporate and branch management.


Forward-Looking Statements

As a matter of policy, the Company does not provide forecasts of
future financial performance.  However, the Company and its
representatives may from time to time make written or verbal
forward-looking statements, including statements contained in
press announcements, reports to shareholders and filings with the
Securities and Exchange Commission.  All statements which address
expectations about future operating performance and cash flows,
future events and business developments, and future economic
conditions are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995.  This
includes statements relating to business expansion plans,
expectations about revenue and earnings growth, and general
statements of optimism about the future.  These statements are
based on management's then-current expectations and assumptions.
Actual outcomes could differ significantly.  The Company and its
representatives do not assume any obligation to provide updated
information.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

The Company was not exposed to material market risks as of
March 31, 2003.


Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures
As of a date within 90 days of the filing date of this quarterly
report on Form 10-Q, the Company's principal executive officer
and its principal financial officer evaluated the effectiveness
of the design and operation of its disclosure controls and
procedures, as defined in Rules 13a-14(c) and 15d-14(c) of the
Securities Exchange Act of 1934 (the "Exchange Act").  Based on
that evaluation, the Company's principal executive officer and
its principal financial officer concluded that the Company's
disclosure controls and procedures were adequate as of the
evaluation date to ensure that information required to be
disclosed in reports filed or submitted by the Company under the
Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Securities and Exchange
Commission's rules and forms.


Changes in Internal Controls
There were no significant changes in the Company's internal
controls or in other factors that could significantly affect
internal controls subsequent to the date of their evaluation.



                             - 10 -



                   PART II - OTHER INFORMATION



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

At the annual meeting of shareholders on February 24, 2003, the
shareholders elected all of the nominees for election as
directors.  The name of each director elected, together with the
number of votes cast for election and the number of votes
withheld, are presented below:

Nominees                  Votes For        Votes Withheld

Dennis W. Baker           4,315,824            452,398
Sheldon Brottman          4,316,041            452,181
Delain G. Danehey         4,313,668            454,554
Herbert F. Imhoff, Jr.    4,312,819            455,403
Joseph F. Lizzadro        4,318,000            450,222
Kent M. Yauch             4,321,275            446,947


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

Exhibits
The following exhibit is filed as part of this report:

No.    Description of Exhibit

99.01  Certification pursuant to 18 U.S.C. Section 1350, as
       adopted pursuant to Section 906 of the Sarbanes-Oxley
       Act of 2002.

99.02  Certification pursuant to 18 U.S.C. Section 1350, as
       adopted pursuant to Section 906 of the Sarbanes-Oxley
       Act of 2002.


Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter
ended March 31, 2003.






















                             - 11 -



                           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.


                          GENERAL EMPLOYMENT ENTERPRISES, INC.
                                    (Registrant)


Date:  May 12, 2003       By:  /s/ Kent M. Yauch
                          Kent M. Yauch
                          Vice President, Chief Financial Officer
                          and Treasurer
                          (Principal financial officer and
                          duly authorized officer)



































                             - 12 -



                         CERTIFICATIONS

I, Herbert F. Imhoff, Jr., certify that:

1.  I have reviewed this quarterly report on Form 10-Q of General
Employment Enterprises, Inc;

2.  Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;

4.  The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:

  a)  designed such disclosure controls and procedures to ensure
      that material information relating to the registrant, including
      its consolidated subsidiaries, is made known to us by others
      within those entities, particularly during the period in which
      this quarterly report is being prepared;

  b)  evaluated the effectiveness of the registrant's disclosure
      controls and procedures as of a date within 90 days prior to the
      filing date of this quarterly report (the "Evaluation Date"); and

  c)  presented in this quarterly report our conclusions about the
      effectiveness of the disclosure controls and procedures based on
      our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

  a)  all significant deficiencies in the design or operation of
      internal controls which could adversely affect the registrant's
      ability to record, process, summarize and report financial data
      and have identified for the registrant's auditors any material
      weaknesses in internal controls; and

  b)  any fraud, whether or not material, that involves management
      or other employees who have a significant role in the
      registrant's internal controls; and

6.  The registrant's other certifying officers and I have
indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  May 12, 2003       By:  /s/ Herbert F. Imhoff, Jr.
                          Herbert F. Imhoff, Jr.
                          Chairman of the Board,
                          Chief Executive Officer, and President
                          (Principal executive officer)

                             - 13 -



I, Kent M. Yauch, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of General
Employment Enterprises, Inc;

2.  Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;

4.  The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:

  a)  designed such disclosure controls and procedures to ensure
      that material information relating to the registrant, including
      its consolidated subsidiaries, is made known to us by others
      within those entities, particularly during the period in which
      this quarterly report is being prepared;

  b)  evaluated the effectiveness of the registrant's disclosure
      controls and procedures as of a date within 90 days prior to the
      filing date of this quarterly report (the "Evaluation Date"); and

  c)  presented in this quarterly report our conclusions about the
      effectiveness of the disclosure controls and procedures based on
      our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

  a)  all significant deficiencies in the design or operation of
      internal controls which could adversely affect the registrant's
      ability to record, process, summarize and report financial data
      and have identified for the registrant's auditors any material
      weaknesses in internal controls; and

  b)  any fraud, whether or not material, that involves management
      or other employees who have a significant role in the
      registrant's internal controls; and

6.  The registrant's other certifying officers and I have
indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  May 12, 2003       By:  /s/ Kent M. Yauch
                          Kent M. Yauch
                          Vice President, Chief Financial Officer
                          and Treasurer
                          (Principal financial officer)

                              - 14 -