UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM 10-Q
                                   -----------

[X] QUARTERLY REPORT PURSUANT TO SECTION 12 OR 15(D) OF THE SECURITIES  EXCHANGE
                ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2005

                                       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 0-19564
                                   -----------

                       MUNICIPAL SECURITIES PURCHASE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                    DELAWARE                               13-3633082
-----------------------------------------------  -------------------------------
(State or other jurisdiction incorporation or    (I.R.S. Employer Identification
                 organization)                                No.)


 201 HIGH RIDGE ROAD, STAMFORD,
          CONNECTICUT                                      06927
--------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)

       (REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE) (203) 357-4000
                                                           --------------

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                               TITLE OF EACH CLASS
                               -------------------

                      COMMON STOCK, PAR VALUE $10 PER SHARE

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   .
                                      ---   ---
Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes    No X .
                                      ---   ---
At May 6, 2005, 10 shares of common stock with a par value of $10 per share were
outstanding.

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(A) AND (G)
OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED  DISCLOSURE
FORMAT.


<PAGE>

                       MUNICIPAL SECURITIES PURCHASE, INC.

                                                                            PAGE

PART I.       FINANCIAL INFORMATION

Item 1.    Financial Statements:
                Statements of Financial Position                               1
                Statements of Income                                           2
                Statements of Changes in Shareowner's Equity                   3
                Statements of Cash Flows                                       4
             Notes to Unaudited Interim Financial Statements                   5

Item 2.    Management's Discussion and Analysis of Results of Operations and
           Financial Condition                                                 6

Item 4.    Controls and Procedures                                             7


PART II.      OTHER INFORMATION

Item 6.    Exhibits                                                            8
Signatures                                                                     9




Unless the context otherwise  requires,  the "Company,"  "Municipal-SPI,"  "We,"
"Us," or "Our" shall mean Municipal Securities Purchase, Inc.


FORWARD-LOOKING STATEMENTS

This  document  contains  "forward-looking  statements"  - that  is,  statements
related to future, not past, events. In this context, forward-looking statements
often address our expected future business and financial performance,  and often
contain words such as "expects,"  "anticipates," "intends," "plans," "believes,"
"seeks," or "will."  Forward-looking  statements by their nature address matters
that are, to different  degrees,  uncertain.  For us,  particular  uncertainties
arise from the behavior of financial markets, including fluctuations in interest
rates and from numerous  other  matters of national,  regional and global scale,
including those of a political,  economic,  business,  competitive or regulatory
nature. These uncertainties may cause our actual future results to be materially
different  than those  expressed in our  forward-looking  statements.  We do not
undertake to update our forward-looking statements.


<PAGE>



                                        1
                          PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                       MUNICIPAL SECURITIES PURCHASE, INC.


                        Statements of Financial Position


                                                                                  MARCH 31,          DECEMBER 31,
                                                                                     2005                2004
                                                                               -----------------  -------------------
<S>                                                                            <C>                      <C>
               Assets                                                            (unaudited)

    Liquidity fees receivable                                                  $      921,827           $  1,081,133
    Due from GE Capital                                                               1,138,851            6,180,288
                                                                               -----------------  -------------------
             Total assets                                                      $   2,060,678            $  7,261,421
                                                                               =================  ===================

               LIABILITIES AND SHAREOWNER'S EQUITY

    Deferred liquidity fee income                                                    $  582,213           $  686,223
    Accounts payable and accrued expenses                                                47,974               29,000
    Taxes payable                                                                       109,662              109,662
                                                                               -----------------  -------------------
             Total liabilities                                                          739,849              824,885
                                                                               -----------------  -------------------

    Common stock, par value $10 per share (10 shares
      authorized, issued and outstanding)                                                   100                  100
    Additional paid-in capital                                                          822,145              822,145
    Retained earnings                                                                   498,584            5,614,291
                                                                               -----------------  -------------------
             Total shareowner's equity                                                1,320,829            6,436,536
                                                                               -----------------  -------------------
             Total liabilities and shareowner's equity                              $ 2,060,678         $  7,261,421
                                                                               =================  ===================
</TABLE>


See accompanying notes to unaudited interim financial statements.


                                      - 1 -
<PAGE>
                       MUNICIPAL SECURITIES PURCHASE, INC.


<TABLE>
<CAPTION>
                              Statements of Income

                                   (Unaudited)

                                                                                   ---------------------------------
                                                                                          THREE-MONTHS ENDED
                                                                                                MARCH 31
                                                                                   ---------------------------------
                                                                                        2005             2004
                                                                                   ---------------  ----------------

<S>                                                                                    <C>               <C>
Liquidity fee income                                                                   $1,567,150        $1,578,842
                                                                                   ---------------  ----------------
             Total revenues                                                             1,567,150         1,578,842
                                                                                   ---------------  ----------------

General and administrative expenses                                                        44,138            60,000
GE Capital commitment fees                                                                 53,703            56,796
                                                                                   ---------------  ----------------
             Total operating expenses                                                      97,841           116,796
                                                                                   ---------------  ----------------

             Income before provision for income taxes                                   1,469,309         1,462,046
                                                                                   ---------------  ----------------

Income tax expense:
    Federal                                                                               481,473           475,896
    State and local                                                                       103,543           102,343
                                                                                   ---------------  ----------------

             Total income tax expense                                                     585,016           578,239
                                                                                   ---------------  ----------------

             Net income                                                                 $ 884,293         $ 883,807
                                                                                   ===============  ================
</TABLE>


See accompanying notes to unaudited interim financial statements.




                                      - 2 -
<PAGE>


                       MUNICIPAL SECURITIES PURCHASE, INC.


<TABLE>
<CAPTION>
                  Statements of Changes in Shareowner's Equity

                        Three-months ended March 31, 2005

                                                                 ADDITIONAL
                                                   COMMON         PAID-IN           RETAINED
                                                                  CAPITAL           EARNINGS              TOTAL

<S>                                              <C>           <C>              <C>                 <C>
Balance, December 31, 2003                       $      100    $     822,145    $     37,002,347    $     37,824,592
Dividends paid                                            -                -         (35,000,000)        (35,000,000)
Net income                                                -                -           3,611,944           3,611,944
                                                 ------------  ---------------  ------------------  ------------------
Balance, December 31, 2004                       $      100    $     822,145    $      5,614,291    $      6,436,536
Dividends paid (unaudited)                                -                -          (6,000,000)         (6,000,000)
Net income (unaudited)                                    -                -             884,293             884,293
                                                 ------------  ---------------  ------------------  ------------------
Balance, March 31, 2005 (unaudited)              $      100    $   822,145      $        498,584    $      1,320,829
                                                 ============  ===============  ==================  ==================
</TABLE>


See accompanying notes to unaudited interim financial statements.



                                      - 3 -
<PAGE>

                       MUNICIPAL SECURITIES PURCHASE, INC.


<TABLE>
<CAPTION>
                            Statements of Cash Flows

                                   (Unaudited)

                                                                               ------------------------------------
                                                                                        THREE-MONTH ENDED
                                                                                              MARCH 31
                                                                               ------------------------------------
                                                                                     2005               2004
                                                                               -----------------  -----------------

<S>                                                                            <C>                <C>
Operating activities:
      Net income                                                               $        884,293   $        883,807
    Adjustments to reconcile net income to net cash
      provided by operating activities:
        Change in due from GE Capital                                                 5,041,437         34,201,991
        Change in liquidity fees receivable                                             159,306           (112,665)
        Change in deferred liquidity fee income                                        (104,010)            (7,704)
        Change in accounts payable and accrued expenses                                  18,974             34,571
                                                                               -----------------  -----------------
           Cash from operating activities                                             6,000,000         35,000,000

Financing activities:
    Dividends paid                                                                   (6,000,000)       (35,000,000)
                                                                               -----------------  -----------------
           Cash used for financing activities                                        (6,000,000)       (35,000,000)

Net change  in cash and cash equivalents                                                      -                  -
Cash and cash equivalents at beginning of period                                              -                  -
                                                                               -----------------  -----------------
Cash and cash equivalents at the end of period                                 $              -   $              -
                                                                               =================  =================
</TABLE>


See accompanying notes to unaudited interim financial statements.


                                      - 4 -
<PAGE>

                       MUNICIPAL SECURITIES PURCHASE, INC.

                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS


(1)      BUSINESS DESCRIPTION

         Municipal  Securities  Purchase,  Inc.  (the Company) is a wholly owned
         subsidiary  of GE  Funding  Services  Inc.  (the  Parent),  which  is a
         wholly-owned  subsidiary  of GEI,  Inc.,  and in turn,  wholly owned by
         General Electric Capital Corporation (GE Capital),  the ultimate parent
         of which is General  Electric  Company (GE).  In the fourth  quarter of
         2003, FGIC Securities  Purchase,  Inc.  (FGIC-SPI)  changed its name to
         Municipal Securities Purchase,  Inc. The Company provides liquidity for
         certain  floating rate municipal  securities  whereby the Company will,
         under certain circumstances, purchase such securities in the event they
         are tendered by the holders thereof as permitted under the terms of the
         respective  bond  indentures.  As of March 31,  2005,  the  Company had
         approximately  $3.2  billion  (par amount and  interest)  of  potential
         obligations under such arrangements.  Each of the liquidity  facilities
         have had a term of  approximately  five years  (subject  to renewal) or
         less if the bonds are no longer  outstanding.  In order to obtain funds
         to purchase the securities,  in the event such purchases are necessary,
         the Company has entered into standby  loan  agreements  with GE Capital
         totaling  $3.2 billion as of March 31, 2005,  under which GE Capital is
         irrevocably  obligated  to lend  funds as  needed  for the  Company  to
         purchase the securities.

         BASIS OF CONSOLIDATION

         The  preparation  of  financial  statements  in  conformity  with  U.S.
         generally accepted  accounting  principles  requires management to make
         estimates  and  assumptions  that affect  reported  amounts and related
         disclosures. Actual results could differ from those estimates.

         The unaudited interim financial  statements of the Company contained in
         this report reflect all normal recurring adjustments necessary,  in the
         opinion  of  management,  for  a  fair  statement  of  the  results  of
         operations,  financial position and cash flows. The results reported in
         these  quarterly  financial   statements  should  not  be  regarded  as
         necessarily  indicative  of results that may be expected for the entire
         year. We label our quarterly  information using a calendar  convention,
         that is, first quarter is labeled as ending March 31, second quarter as
         ending on June 30, and third  quarter as ending on September  30. It is
         our longstanding  practice to establish interim quarterly closing dates
         using a fiscal  calendar,  which  requires  our business to close their
         books on a Saturday.  The effects of this  practice are modest and only
         exist within a reporting year.

         These  unaudited  interim  financial   statements  should  be  read  in
         conjunction with the financial statements and related notes included in
         the 2004 Form 10-K.

(2)      INCOME TAXES

         Under an  intercompany  tax-sharing  agreement  we are  included in the
         consolidated  U.S.  federal  income  tax  return,  which GE files.  The
         provision   for  current  tax  expense   includes  our  effect  on  the
         consolidated  return.  We  provide  for taxes as if we filed a separate
         return.

                                     - 5 -
<PAGE>



ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF RESULTS OF  OPERATIONS  AND
         FINANCIAL CONDITION

         RESULTS OF OPERATIONS

         REVENUES

         We provide  liquidity  facilities  for certain  floating rate municipal
         securities whereby we will, under certain circumstances,  purchase such
         securities  in the event they are tendered by the holders  thereof.  We
         earn  liquidity  fees from the issuers of these  securities,  municipal
         governments in the U.S., for providing the liquidity facilities.

         During  2004 and the  three-months  ended  March 31,  2005,  we did not
         commit to any new liquidity facilities.

         The total  capacity  of our  liquidity  facility  has  amounted to $7.0
         billion since inception.  At March 31, 2005, we had remaining  capacity
         of $0.1 billion.

         We earned  liquidity  fees of $1.6 million and $1.6 million  during the
         three-months  ended  March 31, 2005 and 2004,  respectively.  The total
         liquidity  facility in force as of March 31, 2005 and December 31, 2004
         was $3.2 billion and $3.6 billion, respectively.

         OPERATING EXPENSES

         We incurred $97,841 and $116,796 of total operating expenses during the
         three-months ended March 31, 2005 and 2004,  respectively.  Included in
         total operating  expenses were commitment fees owed to GE Capital under
         the standby loan agreements,  which are based on the outstanding par in
         force on each of the  liquidity  facilities  at a rate of  0.625  basis
         points.  Commitment fees were $53,703 and $56,796 for the  three-months
         ended March 31, 2005 and 2004, respectively. The decrease in commitment
         fees from 2004 to 2005  corresponds  with the  respective  decrease  in
         liquidity  fees  earned,  which is also  based upon the par in force on
         each of the liquidity facilities outstanding.  Total operating expenses
         also  includes   general  and   administrative   expenses,   which  are
         principally  comprised of  intercompany  overhead  expense  allocation.
         General and  administrative  expenses  were $44,138 and $60,000 for the
         three-months ended March 31, 2005 and 2004, respectively.  The decrease
         in general and  administrative  expenses from 2004 to 2005 reflects the
         decline  in the  Company's  activities,  as the total  outstanding  par
         amount of the liquidity facilities have decreased.

         INCOME TAX EXPENSE

         The statutory U.S. Federal tax rate during the three-months ended March
         31, 2005 and 2004 was 35%. Our effective tax rate was 40% including the
         net effect of state taxes.

         CAPITAL RESOURCES AND LIQUIDITY

         Liquidity  is a measure of the ability to generate  sufficient  cash to
         meet cash  obligations  as they come due.  The largest use of potential
         liquidity would be if we were required to purchase all securities under
         the liquidity  facilities  issued.  Since  inception,  we have not been
         required to purchase any  securities.  If we were  required to purchase
         such  securities,  we would draw on the standby loan agreements with GE
         Capital.  Since  the  standby  loan  agreements  with  GE  Capital  are
         irrevocable during the period the liquidity agreements are outstanding,
         we  believe  we have  sufficient  liquidity  in the  event  that we are
         required to fund any draw downs under the liquidity facilities issued.

                                      - 6 -
<PAGE>

         Our other primary source of cash is from liquidity fee income, which we
         lend to GE  Capital.  We  believe  that such  income  and access to the
         intercompany  receivable  from GE  Capital  ($1.1  million at March 31,
         2005) is sufficient to fund our general and administrative expenses.

         Net cash  provided by  operating  activities  was $6.0  million for the
         three-months  ended  March 31,  2005 as we  collected  a portion of the
         intercompany receivable from GE Capital. We used the cash to pay a $6.0
         million  dividend to the Parent,  resulting  in a $6 million  financing
         cash outflow during the  three-months  ended March 31, 2005. There were
         no cash flows  related to  investing  activities  for the  three-months
         ended March 31, 2005.

ITEM 4.  CONTROLS AND PROCEDURES

         Under  the  direction  of our  Chairman  of the Board  (serving  as the
         principal  executive officer) and Vice President and Treasurer (serving
         as the chief financial  officer),  we evaluated our disclosure controls
         and  procedures  and internal  control  over  financial  reporting  and
         concluded  that  (i)  our  disclosure   controls  and  procedures  were
         effective as of March 31, 2005, and (ii) no change in internal  control
         over financial  reporting  occurred  during the quarter ended March 31,
         2005,  that  has  materially  affected,  or  is  reasonably  likely  to
         materially affect, such internal control over financial reporting.

                                      - 7 -
<PAGE>

                            PART II OTHER INFORMATION

ITEM 6.  EXHIBITS

         a) Exhibits

                Exhibit  31(a) -  Certification  Pursuant to Rule  13a-14(a) and
                15d-14(a) under the Securities Exchange Act of 1934, as amended.

                Exhibit  31(b) -  Certification  Pursuant to Rule  13a-14(a) and
                15d-14(a) under the Securities Exchange Act of 1934, as amended.

                Exhibit 32 - Certification Pursuant to 18 U.S.C. Section 1350.



                                      - 8 -
<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.

                       Municipal Securities Purchase, Inc.
                                  (Registrant)


May 6, 2005                                        /s/ Brian Wenzel
-----------                                        ----------------
Date                                               Brian Wenzel
                                                   Chairman
                                                   (Principal Executive Officer)

May 6, 2005                                        /s/ Kathleen Gan
-----------                                        ----------------
Date                                               Kathleen Gan
                                                   Vice President and Treasurer
                                                   (Principal Financial and
                                                   Accounting Officer)


                                      - 9 -
<PAGE>


                                                                   EXHIBIT 31(A)
                            CERTIFICATION PURSUANT TO

    RULES 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
                                   AS AMENDED

I, Brian Wenzel, certify that:

(1)      I have  reviewed  this  quarterly  report  on Form  10-Q  of  Municipal
         Securities Purchase, Inc.;

(2)      Based  on my  knowledge,  this  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 report;

(3)      Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  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 report;

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

         (a)  Designated such disclosure controls and procedures, or caused such
              disclosure  controls  and  procedures  to be  designed  under  our
              supervision,  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 report is being prepared;

         (b)  Evaluated  the   effectiveness  of  the  registrant's   disclosure
              controls  and   procedures   and  presented  in  this  report  our
              conclusions about the effectiveness of the disclosure controls and
              procedures,  as of the end of the period  covered  by this  report
              based on such evaluation; and

         (c)  Disclosed in this report any change in the  registrant's  internal
              control  over  financial   reporting  that  occurred   during  the
              registrant's  most  recent  fiscal  quarter  that  has  materially
              affected,  or is  reasonably  likely  to  materially  affect,  the
              registrant's internal control over financial reporting; and

(5)      The registrant's other certifying  officer and I have disclosed,  based
         on our most  recent  evaluation  of  internal  control  over  financial
         reporting,  to the registrant's auditors and the audit committee of the
         registrant's board of directors;

         (a)  All significant deficiencies and material weaknesses in the design
              or operation of internal  control over financial  reporting  which
              are reasonably likely to adversely affect the registrant's ability
              to record,  process,  summarize and report financial  information;
              and

         (b)  Any fraud,  whether or not material,  that involves  management or
              other  employees who have a significant  role in the  registrant's
              internal control over financial reporting.



May 6, 2005

/s/ Brian Wenzel
----------------
Brian Wenzel
Chairman
(Principal Executive Officer)


<PAGE>




                                                                   EXHIBIT 31(B)
                            CERTIFICATION PURSUANT TO
    RULES 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
                                   AS AMENDED

I, Kathleen Gan, certify that:

(1)      I have  reviewed  this  quarterly  report  on Form  10-Q  of  Municipal
         Securities Purchase, Inc.;

(2)      Based  on my  knowledge,  this  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 report;

(3)      Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  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 report;

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

         (a)  Designated such disclosure controls and procedures, or caused such
              disclosure  controls  and  procedures  to be  designed  under  our
              supervision,  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 report is being prepared;

         (b)  Evaluated  the   effectiveness  of  the  registrant's   disclosure
              controls  and   procedures   and  presented  in  this  report  our
              conclusions about the effectiveness of the disclosure controls and
              procedures,  as of the end of the period  covered  by this  report
              based on such evaluation; and

         (c)  Disclosed in this report any change in the  registrant's  internal
              control  over  financial   reporting  that  occurred   during  the
              registrant's  most  recent  fiscal  quarter  that  has  materially
              affected,  or is  reasonably  likely  to  materially  affect,  the
              registrant's internal control over financial reporting; and

(5)      The registrant's other certifying  officer and I have disclosed,  based
         on our most  recent  evaluation  of  internal  control  over  financial
         reporting,  to the registrant's auditors and the audit committee of the
         registrant's board of directors;

         (a)  All significant deficiencies and material weaknesses in the design
              or operation of internal  control over financial  reporting  which
              are reasonably likely to adversely affect the registrant's ability
              to record,  process,  summarize and report financial  information;
              and

         (b)  Any fraud,  whether or not material,  that involves  management or
              other  employees who have a significant  role in the  registrant's
              internal control over financial reporting.



May 6, 2005
/s/ Kathleen Gan
----------------
Kathleen Gan
Vice President and Treasurer
(Principal Financial and Accounting Officer)


<PAGE>



                                                                      EXHIBIT 32

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350


In connection with the Quarterly Report of Municipal Securities  Purchase,  Inc.
(the  "registrant")  on Form 10-Q for the period ended March 31, 2005,  as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
we, Brian Wenzel and Kathleen Gan,  Chairman and Vice  President and  Treasurer,
respectively,  of the registrant,  certify,  pursuant to 18 U.S.C. Section 1350,
that to our knowledge:

(1)      The Report fully  complies  with the  requirements  of section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

(2)      The  information  contained  in  the  Report  fairly  presents,  in all
         material respects, the financial condition and results of operations of
         the registrant.




May 6, 2005

/s/ Brian Wenzel
----------------
Brian Wenzel
Chairman
(Principal Executive Officer)



/s/ Kathleen Gan
----------------
Kathleen Gan
Vice President and Treasurer
(Principal Financial and Accounting Officer)


<PAGE>