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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

(Mark One)

|                  |  |                                                                                         
|----------------- |  | ----------------------------------------------------------------------------------------
|X IN A BALLOT BOX |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|                  |  | For the fiscal year ended: December 31, 2001,OR                                         
|OPEN BALLOT BOX   |  | 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: 0-20679

MECHANICAL DYNAMICS, INC.
(Exact name of registrant as specified in its charter)

|                                  |  |                                                
|--------------------------------- |  | -----------------------------------------------
|Michigan
(State of incorporation) |  | 38-2163045
(I.R.S. Employer Identification No.)

2300 Traverwood Drive
Ann Arbor, Michigan 48105
(734) 994-3800
(Address of principal executive offices, including zip
code, and telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

|                          |  |                                                
|------------------------- |  | -----------------------------------------------
|Title of each class: None |  | Name of each exchange on which registered: None

Securities registered pursuant to Section 12(g) of the Act:Common Shares, no par value
(Title of class)

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.

|                    |  |  |  |  |  |                  
|------------------- |  |  |  |  |  | -----------------
|X IN BALLOT BOX Yes |  |  |  |  |  | OPEN BALLOT BOXNo

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X IN BALLOT BOX

The aggregate market value of the voting stock of the Registrant held by
non-affiliates of the Registrant as of March 28, 2002, computed by reference to
The Nasdaq Stock Market closing price on such date, was approximately
$100,338,000.

The number of outstanding shares of the Registrants common stock, as of
March 28, 2002, was 6,206,862.

This amendment to the Annual Report on Form 10-K for Mechanical Dynamics,
Inc. for the year ended December 31, 2001 is being filed to modify Part III,
Items 10, 11, and 12, and Part IV, Item 14, only.

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TABLE OF CONTENTS



|                                                                         |  |  |  |  |  |  |  | 
|------------------------------------------------------------------------ |  |  |  |  |  |  |  | 
|PART III                                                                
|SUMMARY COMPENSATION TABLE                                              
|OPTION GRANTS IN LAST FISCAL YEAR                                       
|AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
|PART IV                                                                 
|SIGNATURES                                                              
|Exhibit Index                                                           
|EX-10.5 Employment Agreement - Michael Hoffmann                         
|EX-10.6 Amendment to Employment Agreement                               



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##### Table of Contents






PART III

Item 10. Directors and Executive Officers of the Registrant

The directors and executive officers of the Company as of March 28, 2002
are listed below:

|                                 |  |     |  |                                                             
|-------------------------------- |  | --- |  | ------------------------------------------------------------
|Name                             |  | Age |  | Position                                                    
|                                 |  |     |  |                                                             
|Directors in Office             
|Herbert S. Amster                |  | 67  |  | Director                                                    
|David E. Cole                    |  | 64  |  | Director                                                    
|Joseph F. Gloudeman              |  | 66  |  | Director                                                    
|Michael E. Korybalski            |  | 55  |  | Chief Executive Officer, Chairman of the Board
and Director 
|Mitchell I. Quain                |  | 50  |  | Director                                                    
|Robert R. Ryan                   |  | 44  |  | President, Chief Operating Officer and Director             
|Other Current Executive Officers
|Michael Hoffmann                 |  | 45  |  | Senior
Vice President  Worldwide Marketing, Sales & Service
|David Peralta                    |  | 34  |  | Vice President, Chief Financial Officer and
Treasurer       
|Douglas M. Peterson              |  | 36  |  | Vice President, Chief Technical Officer                     

Herbert S. Amster has served as a director of the Company since 1990. He
is now an independent management consultant. Mr. Amster was Chairman of the
Board and Chief Executive Officer of Irwin Magnetic Systems, Inc., a
manufacturer of minicartridge tape drives, from 1985 through 1989; Senior Vice
President Corporate Development, and a director, of Cipher Data Products Inc.,
from 1989 through 1990; and Senior Vice President Corporate Development of
Archive Corp. in 1991. He is currently a director of Jacobson Stores Inc.

David E. Cole has served as a director of the Company since 1995. Dr.
Cole has served as President, since 2001, and Director, since 2000, of the
Center for Automotive Research, The Altarum Institute (formally Environmental
Research Institute of Michigan), and as the President of Applied Theory Inc.,
an automotive consulting firm since 1979. From 1971 through 2000 he served as
an Associate Professor of Mechanical Engineering and Applied Mechanics and was
Director of the Office for the Study of Automotive Transportation at The
University of Michigan. He is currently a director of MSX International, Inc.,
Saturn Electronics & Engineering Corp., Thyssen North America Inc., Plastech
Inc., and R. L. Polk Company.

Joseph F. Gloudeman has served as a director of the Company since 1993.
Dr. Gloudeman has served as President of Gloudeman Consulting, a high-tech
consulting firm, since 1992; as Chairman of the Board, since 1992, and
President, USA Operations, since 1994, of R.O.S.E. Informatik GmbH, a German
software company. Dr. Gloudeman is the former President and Chief Executive
Officer of The MacNeal Schwendler Corporation, and a former Vice President,
Marketing for CRAY Research-Supercomputer. He is currently a director of
Automatic Intuition, Inc.

Michael E. Korybalski, a co-founder of MDI, is currently Chief Executive
Officer, Chairman of the Board and a director of the Company. From 1984 to
February 1997, Mr. Korybalski served as President of the Company. From 1977 to
1984, Mr. Korybalski served as Vice President and General Manager of the
Company. From 1973 to 1977, he was employed as a product engineer with Ford
Motor Company. Mr. Korybalski holds B.S.E. and M.S.E. degrees in mechanical
engineering, as well as an M.B.A., from the University of Michigan.

Mitchell I. Quain has served as a director of the Company since 1996. He
has served as Chairman of the Board of the Industrial Manufacturing Institute
since 2001. From 1997 to 2001, Mr. Quain was employed at ABN Amro, formally
ING Barings, where he most recently served as Vice Chairman. From 1975 to 1997,
Mr. Quain was employed at Schroder Wertheim & Company, where he most recently
served as Managing Director, Head of Equity
Capital Markets. Mr. Quain is a director of MagneTek, Inc., Register.com,
Strategic Distribution, Inc., and Titan International, Inc.

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Robert R. Ryan became the President of the Company in February 1997 and
since 1991 has served as the Chief Operating Officer of the Company. Mr. Ryan
was elected a director of the Company in May 1997. Mr. Ryan served as the
Companys Executive Vice President from 1991 to February 1997. From 1988
through 1991, Mr. Ryan served as the Companys Vice President of Product
Development. Before joining the Company, Mr. Ryan held various positions in
sales and engineering services at Structural Dynamics Research Corporation, and
served briefly on the engineering faculty at the University of Michigan. Mr.
Ryan holds a B.S. degree from the University of Cincinnati and M.S. and Ph.D.
degrees in applied mechanics from Stanford University.

Michael Hoffmann became the Companys Senior Vice President  Worldwide
Marketing, Sales and Service in November 1997. Dr. Hoffmann served as the
Companys Vice President  European Operations from November 1996 to November
1997. Dr. Hoffmann served as the Companys Managing Director  European
Operations from 1994 to November 1996. From 1993 through 1994, Dr. Hoffmann
served as Managing Director of TEDAS Mechanical Systems GmbH, a shareholder of
the Company. From 1991 through 1992, he served as Technical Director of TEDAS
GmbH. Dr. Hoffmann holds masters and doctorate degrees in civil engineering
from the Technological University of Darmstadt.

David Peralta became the Companys Vice President, Chief Financial Officer
and Treasurer in February 1997, and served as Controller of the Company from
1993 to February 1997. From 1992 to 1993, Mr. Peralta served as Assistant
Corporate Controller at OVAKO Ajax, Inc. From 1989 through 1992, he served as
an auditor at Coopers & Lybrand. Mr. Peralta is a licensed Certified Public
Accountant in the State of Michigan. Mr. Peralta holds a bachelors degree in
accounting from the University of Michigan.

Douglas M. Peterson became the Companys Vice President, Chief Technical
Officer in March 2001, and served as the Companys Vice President of Product
Development from November 1997 to March 2001. Before joining the Company, Mr.
Peterson was co-founder and president of StatDesign, Inc. from 1992 through
1997, at which time StatDesign, Inc. was acquired by the Company. Mr. Peterson
holds B.S. and M.S. degrees in mechanical engineering from Brigham Young
University.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the
Companys executive officers and directors, and persons who own more than ten
percent of a registered class of the Companys equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the SEC). Executive officers, directors and greater than
ten-percent shareholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) reports they file.

Based solely on review of the copies of such reports furnished to the
Company during or with respect to fiscal 2001, or written representations that
no Forms 5 were required, the Company believes that during the fiscal year
ended December 31, 2001 all applicable Section 16(a) filing requirements were
complied with by each of its executive officers, directors and greater than
ten-percent beneficial owners.

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Item 11. Executive Compensation

Summary Compensation Table

The following table sets forth information for each of the fiscal years
ended December 31, 2001, 2000 and 1999 concerning compensation of (i) all
individuals serving as the Companys Chief Executive Officer during the fiscal
year ended December 31, 2001, and (ii) all other executive officers of the
Company whose total annual salary and bonus exceeded $100,000 in fiscal 2001:




SUMMARY COMPENSATION TABLE

|                      |                             |      |      |      |           |                     |         |          |            |  |            |              |  |         |        |              |  |  |       |       |  | 
|--------------------- | --------------------------- | ---- | ---- | ---- | --------- | ------------------- | ------- | -------- | ---------- |  | ---------- | ------------ |  | ------- | ------ | ------------ |  |  | ----- | ----- |  | 
|                      |                             |      |      |      |           |                     |         |          |            |  |            |              |  |         |        | Long Term    |  |  |       |       | 
|                      |                             |      |      |      |           |                     |         |          |            |  |            |              |  |         |        | Compensation |  |  |       |       | 
|                      |                             |      |      |      |           |                     |         |          |            |  |            |              |  |         |        | Awards       |  |  |       |       | 
|                      |                             |      |      |      |           |                     |         |          |            |  |            |              |  |         |        |              |  |  |       |       | 
|                      |                             |      |      |      |           | Annual Compensation |         |          | Securities |  |            | All Other    |  |        
|Name and              |                             |      |      |      |           |                     |         |          | Underlying |  |            | Compensation | 
|Principal Position    |                             | Year |      |      | Salary($) |                     |         | Bonus($) |            |  | Options(#) |              |  | ($) (1) |       
|                      |                             |      |      |      |           |                     |         |          |            |  |            |              |  |         |       
|Michael E. Korybalski |                             |      | 2001 |      |           |                     | 225,000 |          |            |  | 97,650     |              |  |         |       |              |  |  | 6,144 |      
|                      | Chief Executive Officer     |      |      | 2000 |           |                     |         | 195,000  |            |  |            | 99,000       |  |         |        |             |  |  |       | 9,520 | 
|                      |                             |      | 1999 |      |           |                     | 195,000 |          |            |  | 2,258      |              |  |         |       |              |  |  | 3,028 |      
|Robert R. Ryan        |                             |      | 2001 |      |           |                     | 220,000 |          |            |  | 93,000     |              |  |         | 25,000 |              |  |  | 4,560 |      
|                      | President and Chief         |      |      | 2000 |           |                     |         | 190,000  |            |  |            | 93,500       |  |         |        | 22,500       |  |  |       | 5,433 | 
|                      | Operating Officer           |      |      | 1999 |           |                     |         | 190,000  |            |  |            | 2,133        |  |         |        |             |  |  |       | 4,480 | 
|Michael Hoffmann      |                             |      | 2001 |      |           |                     | 180,800 |          |            |  | 83,700     |              |  |         | 12,500 |              |  |  |      |      
|                      | Senior Vice President -     |      |      | 2000 |           |                     |         | 160,000  |            |  |            | 82,500       |  |         |        | 10,000       |  |  |       |      | 
|                      | Worldwide Marketing,        |      |      | 1999 |           |                     |         | 149,000  |            |  |            | 1,882        |  |         |        |             |  |  |       |      | 
|                      | Sales & Service             |      |      |      |           |                     |         |          |            |  |            |              |  |         |        |              |  |  |       |       | 
|David Peralta         |                             |      | 2001 |      |           |                     | 130,000 |          |            |  | 46,500     |              |  |         | 11,000 |              |  |  | 4,396 |      
|                      | Vice President, Treasurer   |      |      | 2000 |           |                     |         | 119,000  |            |  |            | 44,000       |  |         |        | 6,000        |  |  |       | 3,394 | 
|                      | and Chief Financial Officer |      |      | 1999 |           |                     |         | 110,000  |            |  |            | 1,004        |  |         |        |             |  |  |       | 1,966 | 
|Douglas M. Peterson   |                             |      | 2001 |      |           |                     | 157,300 |          |            |  | 41,850     |              |  |         | 6,000  |              |  |  | 4,404 |      
|                      | Vice President and          |      |      | 2000 |           |                     |         | 143,000  |            |  |            | 49,500       |  |         |        | 6,000        |  |  |       | 4,053 | 
|                      | Chief Technical Officer     |      |      | 1999 |           |                     |         | 135,000  |            |  |            | 1,129        |  |         |        |             |  |  |       | 3,618 | 



---

|(1) |  | The amounts shown for fiscal 2001 include (i) $4,080 each for Messrs.
Korybalski, Ryan, Peralta and Peterson, representing the Companys
contribution to the executive officer in 2001 under the Companys 401(k)
Plan, and (ii) $2,064, $480, $316 and $324 for Messrs. Korybalski, Ryan,
Peralta and Peterson, respectively, representing life insurance premiums
paid by the Company in 2001 for life insurance policies.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Option Grants Table

The following table sets forth information concerning individual grants of
stock options made during the fiscal year ended December 31, 2001 to each of
the executive officers of the Company named in the Summary Compensation Table
above:




OPTION GRANTS IN LAST FISCAL YEAR

|                      |  |             |        |  |            |  |    |          |  |       |            |  |  |           |                 |                      |         |  |         |  |                     |  |        |  |  |  |         | 
|--------------------- |  | ----------- | ------ |  | ---------- |  | -- | -------- |  | ----- | ---------- |  |  | --------- | --------------- | -------------------- | ------- |  | ------- |  | ------------------- |  | ------ |  |  |  | ------- | 
|Individual Grants    
|                     
|                      |  |             |        |  |            |  |    |          |  |       |            |  |  | Potential |                
|                      |  |             |        |  |            |  |    |          |  | % of  |            |  |  |           |                 |                      |         |  |         |  | Realizable Value at | 
|                      |  |             |        |  |            |  |    |          |  | Total |            |  |  |           |                 |                      |         |  |         |  | Assumed Annual      | 
|                      |  | Number of   |        |  | Options    |  |    |          |  |       |            |  |  |           |                 | Rates of Stock Price |        
|                      |  | Securities  |        |  | Granted to |  |    |          |  |       |            |  |  |           |                 | Appreciation         |        
|                      |  | Underlying  |        |  | Employees  |  |    | Exercise |  |       |            |  |  |           | for Option Term |                     
|                      |  | Options     |        |  | in Fiscal  |  |    | Price    |  |       | Expiration |  |  |           |                
|Name                  |  | Granted (#) |        |  | Year       |  |    | ($/Sh)   |  |       | Date       |  |  | 5% ($)    |                 |                      | 10% ($) | 
|                      |  |             |        |  |            |  |    |          |  |       |            |  |  |           |                 |                      |         | 
|Michael E. Korybalski |  |             |       |  |            |  |    |          |  |       |           |  |  |           |                |                      |         |  |        |  |                     |  |       |  |  |  |        | 
|Robert R. Ryan        |  |             | 12,500 |  |            |  | (1 | )        |  |       | 6.1        |  |  |           | 5.75            |                      |         |  | 1/1/11  |  |                     |  | 45,202 |  |  |  | 114,550 | 
|                      |  |             | 12,500 |  |            |  | (1 | )        |  |       | 6.1        |  |  |           | 10.90           |                      |         |  | 7/26/11 |  |                     |  | 85,687 |  |  |  | 217,147 | 
|Michael Hoffmann      |  |             | 5,000  |  |            |  | (2 | )        |  |       | 2.5        |  |  |           | 5.75            |                      |         |  | 1/1/11  |  |                     |  | 18,081 |  |  |  | 45,820  | 
|                      |  |             | 7,500  |  |            |  | (2 | )        |  |       | 3.7        |  |  |           | 10.90           |                      |         |  | 7/26/11 |  |                     |  | 51,412 |  |  |  | 130,288 | 
|David Peralta         |  |             | 2,000  |  |            |  | (3 | )        |  |       | 1.0        |  |  |           | 5.75            |                      |         |  | 1/1/11  |  |                     |  | 7,232  |  |  |  | 18,328  | 
|                      |  |             | 5,000  |  |            |  | (3 | )        |  |       | 2.5        |  |  |           | 8.55            |                      |         |  | 4/23/11 |  |                     |  | 26,885 |  |  |  | 68,132  | 
|                      |  |             | 4,000  |  |            |  | (3 | )        |  |       | 2.0        |  |  |           | 10.90           |                      |         |  | 7/26/11 |  |                     |  | 27,420 |  |  |  | 69,487  | 
|Douglas M. Peterson   |  |             | 2,000  |  |            |  | (4 | )        |  |       | 1.0        |  |  |           | 5.75            |                      |         |  | 1/1/11  |  |                     |  | 7,232  |  |  |  | 18,328  | 
|                      |  |             | 4,000  |  |            |  | (4 | )        |  |       | 2.0        |  |  |           | 10.90           |                      |         |  | 7/26/11 |  |                     |  | 27,420 |  |  |  | 69,487  | 



|(1) |  | 12,500 options were granted to
Mr. Ryan on January 1, 2001 and an additional 12,500 options were granted to him on July 26, 2001. All
25,000 options become exercisable over a period of four years, at a rate
of 25% on each anniversary date after the date of grant. In the event Mr.
Ryans employment with the Company is terminated for any reason other than
death or disability, the Compensation Committee may, in its discretion,
permit the exercise of his unexercised options for a period not to exceed
three months after such termination.                                                          
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | 5,000 options were granted to
Dr. Hoffmann on January 1, 2001 and an additional 7,500 options were granted to him on July 26, 2001. All 12,500
options become exercisable over a period of four years, at a rate of 25%
on each anniversary date after the date of grant. In the event Dr.
Hoffmanns employment with the Company is terminated for any reason other
than death or disability, the Compensation Committee may, in its
discretion, permit the exercise of his unexercised options for a period
not to exceed three months after such termination.                                                    
|   
|(3) |  | 2,000 options were granted to
Mr. Peralta on January 1, 2001, 5,000 options were granted to him on April 23, 2001, and an additional 4,000
options were granted to him on July 26, 2001. All 11,000 options become
exercisable over a period of four years, at a rate of 25% on each
anniversary date after the date of grant. In the event Mr. Peraltas
employment with the Company is terminated for any reason other than death
or disability, the Compensation Committee may, in its discretion, permit
the exercise of his unexercised options for a period not to exceed three
months after such termination.
|   
|(4) |  | 2,000 options were granted to
Mr. Peterson on January 1, 2001 and an additional 4,000 options were granted to him on July 26, 2001. All 6,000
options become exercisable over a period of four years, at a rate of 25%
on each anniversary date after the date of grant. In the event Mr.
Petersons employment with the Company is terminated for any reason other
than death or disability, the Compensation Committee may, in its
discretion, permit the exercise of his unexercised options for a period
not to exceed three months after such termination.                                                     

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Aggregated Option Exercises and Fiscal Year-End Option Value Table

The following table sets forth information concerning each exercise of
stock options during the fiscal year ended December 31, 2001 by each of the
executive officers named in the Summary Compensation Table above and the value
of unexercised options held by such persons as of December 31, 2001:




AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES

|                      |  |              |        |  |              |  |        |               |            |             |                   |            |              |  |                 | 
|--------------------- |  | ------------ | ------ |  | ------------ |  | ------ | ------------- | ---------- | ----------- | ----------------- | ---------- | ------------ |  | --------------- | 
|                      |  |              |        |  |              |  |        |               |            | Number of   |                   |            |              |  |                
|                      |  |              |        |  |              |  |        |               |            | Securities  |                   |            | Value of     | 
|                      |  |              |        |  |              |  |        |               |            | Underlying  |                   |            | Unexercised  | 
|                      |  |              |        |  |              |  |        |               |            | Unexercised |                   |            | In-the-Money | 
|                      |  |              |        |  |              |  |        |               |            | Options at  |                   |            | Options at   | 
|                      |  |              |        |  |              |  |        |               | FY-End (#) |             |                   | FY-End ($) |             
|                      |  | Shares       |        |  |              |  |        |               |            |             |                   |            |             
|                      |  | Acquired on  |        |  | Value        |  |        | Exercisable/  |            |             | Exercisable/      |           
|Name                  |  | Exercise (#) |        |  | Realized ($) |  |        | Unexercisable |            |             | Unexercisable (1) |           
|                      |  |              |        |  |              |  |        |               |            |             |                   |           
|Michael E. Korybalski |  |              | 0      |  |              |  | 0      |               |            |             | 0/0               |            |              |  | --/--           | 
|Robert R. Ryan        |  |              | 10,385 |  |              |  | 25,617 |               |            |             | 63,990/48,125     |            |              |  | 111,257/129,156 | 
|Michael Hoffmann      |  |              | 0      |  |              |  | 0      |               |            |             | 52,500/20,000     |            |              |  | 165,875/53,125  | 
|David Peralta         |  |              | 2,115  |  |              |  | 5,218  |               |            |             | 16,885/18,000     |            |              |  | 26,512/36,075   | 
|Douglas M. Peterson   |  |              | 0      |  |              |  | 0      |               |            |             | 16,500/10,500     |            |              |  | 53,025/27,775   | 



---

|(1) |  | Calculated on the basis of the fair market value of the underlying
securities at December 31, 2001 of $9.85 per share, minus the aggregate
exercise price.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

Compensation of Directors

Each non-employee member of the Companys Board of Directors is paid
$1,000 per month and reimbursed for out-of-pocket expenses incurred in
attending Board meetings. Each non-employee director is also eligible to
receive annual stock option awards for 5,000 shares of the Companys Common
Stock under the Companys Non-Employee Director Stock Option Plan (the
Director Stock Option Plan).

The Companys Board of Directors adopted the Director Stock Option Plan in
March 1996. The Director Stock Option Plan provides for the grant of
nonqualified options to purchase shares of Common Stock. In May 2001, all
four non-employee directors on the Companys Board of Directors were each
granted an option to purchase 5,000 shares of Common Stock of the Company at an
exercise price of $9.70 per share. These options become fully exercisable in
May 2002, one year from the date of grant, and expire in May 2006. Immediately
following each annual meeting of shareholders of the Company, each non-employee
director who has served as a director for at least six months will
automatically be granted an option to purchase 5,000 shares of Common Stock of
the Company. Upon appointment to the Board of Directors, each newly-appointed
non-employee director will receive an option to purchase 5,000 shares of Common
Stock of the Company. A total of 200,000 shares of Common Stock are currently
reserved for issuance under the Director Stock Option Plan.

Employment Contracts and Termination of Employment and Change-in-Control Arrangements

Michael E. Korybalski entered into an employment agreement with the
Company dated as of April 1, 1994, and amended and restated as of February 13,
2002 and March 15, 2002. The agreement provides that Mr. Korybalski will serve
as the Companys Chief Executive Officer until March 31, 2005, at which point
the employment agreement can be extended at the option of the Company for an
additional three-year term. Mr. Korybalskis base salary under the agreement
for 2002 is $250,950. Mr. Korybalskis employment may be terminated by the
Company with or without cause. Mr. Korybalskis base salary is determined by
the Board of Directors on an annual basis. In the event the Board chooses to
change his duties or directs him to relocate and he resigns as a result, or if
he is terminated without cause, Mr. Korybalski would then be entitled to his
base salary, bonus and benefits for a period equal to the longer of the
remaining

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term of the agreement or one year from the date of his resignation or
termination. In the event he is terminated with cause, then he would be
entitled to receive only such payments and/or benefits as would be provided to
other employees of the Company in accordance with the Companys employee
policies and procedures. In the event of a change of control, the agreement is
automatically extended through a date three years from the effective date of
such change in control. In the event Mr. Korybalski resigns or is terminated
in connection with a change in control, then the Company will pay severance
benefits under the same formula as in the event of termination without cause.
During the term of the agreement, and for a period of up to five years
thereafter, Mr. Korybalski will be subject to noncompetition and
nonsolicitation restrictions.

The Companys President and Chief Operating Officer, Robert R. Ryan,
entered into an employment agreement with the Company dated as of April 1,
1994, as amended and restated February 13, 2002, pursuant to which he will
serve in such capacities until March 31, 2004, at which point the employment
agreement can be extended at the option of the Company for an additional
two-year term. Mr. Ryans base salary under the agreement for 2002 is
$247,975. Mr. Ryans base salary is determined by the Board of Directors on an
annual basis. Mr. Ryans employment may be terminated by the Company with or
without cause. In the event the Board chooses to change his duties or directs
him to relocate and he resigns as a result, or if he is terminated without
cause, Mr. Ryan would then be entitled to his base salary, bonus and benefits
for a period equal to the longer of the remaining term of the agreement or one
year from the date of his resignation or termination. In the event he is
terminated with cause, then he would be entitled to receive only such payments
and/or benefits as would be provided to other employees of the Company in
accordance with the Companys employee policies and procedures. In the event
of a change of control, the agreement is automatically extended through a date
two years from the effective date of such change in control. In the event Mr.
Ryan resigns or is terminated in connection with a change in control, then the
Company will pay severance benefits under the same formula as in the event of
termination without cause. During the term of the agreement, and for a period
of two years thereafter, Mr. Ryan will be subject to noncompetition and
nonsolicitation restrictions.

The Companys Senior Vice President  Worldwide Marketing, Sales and
Service, Michael Hoffmann, entered into an employment agreement with the
Company dated as of February 13, 2002, pursuant to which he will serve in such
capacities until March 31, 2003, at which point the employment agreement can be
extended at the option of the Company for an additional one-year term. Dr.
Hoffmanns base salary under the agreement for 2002 is $202,200. Dr.
Hoffmanns base salary is determined by the Board of Directors on an annual
basis. Dr. Hoffmanns employment may be terminated by the Company with or
without cause. In the event the Board directs him to relocate and he resigns
as a result, or if he is terminated without cause, Dr. Hoffmann would then be
entitled to his base salary, bonus and benefits for a period equal to twelve
months. In the event he is terminated with cause, then he would be entitled to
receive only such payments and/or benefits as would be provided to other
employees of the Company in accordance with the Companys employee policies and
procedures. In the event of a change of control, the agreement is
automatically extended through a date one year from the effective date of such
change in control. In the event Dr. Hoffmann is terminated in connection with
a change in control, then the Company will pay severance benefits under the
same formula as in the event of termination without cause. During the term of
the agreement, and for a period of two years thereafter, Dr. Hoffmann will be
subject to noncompetition and nonsolicitation restrictions.

The Companys Vice President, Treasurer and Chief Financial Officer, David
Peralta, entered into an employment agreement with the Company dated as of
March 1, 1997, as amended and restated February 13, 2002, pursuant to which he
will serve in such capacities until March 31, 2003, at which point the
employment agreement can be extended at the option of the Company for an
additional one-year term. Mr. Peraltas base salary under the agreement for
2002 is $135,500. Mr. Peraltas base salary is determined by the Board of
Directors on an annual basis. Mr. Peraltas employment may be terminated by
the Company with or without cause. In the event the Board directs him to
relocate and he resigns as a result, or if he is terminated without cause, Mr.
Peralta would then be entitled to his base salary, bonus and benefits for a
period equal to twelve months. In the event he is terminated with cause, then
he would be entitled to receive only such payments and/or benefits as would be
provided to other employees of the Company in accordance with the Companys
employee policies and procedures. In the event of a change of control, the
agreement is automatically extended through a date one year from the effective
date of such change in control. In the event Mr. Peralta is terminated in
connection with a change in control, then the Company will pay severance
benefits under the same formula as in the event of termination without cause.
During the term of the agreement, and for a period of two years thereafter, Mr.
Peralta will be subject to noncompetition and nonsolicitation restrictions.

7



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##### Table of Contents



The Companys Vice President and Chief Technical Officer, Douglas M.
Peterson, entered into an employment agreement with the Company dated as of
October 31, 1997, as amended and restated February 13, 2002, pursuant to which
he will serve in such capacities until March 31, 2003, at which point the
employment agreement can be extended at the option of the Company for an
additional one-year term. Mr. Petersons base salary under the agreement for
2002 is $164,980. Mr. Petersons base salary is determined by the Board of
Directors on an annual basis. Mr. Petersons employment may be terminated by
the Company with or without cause. In the event the Board directs him to
relocate and he resigns as a result, or if he is terminated without cause, Mr.
Peterson would then be entitled to his base salary, bonus and benefits for a
period equal to twelve months. In the event he is terminated with cause, then
he would be entitled to receive only such payments and/or benefits as would be
provided to other employees of the Company in accordance with the Companys
employee policies and procedures. In the event of a change of control, the
agreement is automatically extended through a date one year from the effective
date of such change in control. In the event Mr. Peterson is terminated in
connection with a change in control, then the Company will pay severance
benefits under the same formula as in the event of termination without cause.
During the term of the agreement, and for a period of two years thereafter, Mr.
Peterson will be subject to noncompetition and nonsolicitation restrictions.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 31, 2001, Mr. Amster and Dr.
Gloudeman served as the members of the Companys Compensation Committee. None
of the members of the Companys Compensation Committee was, during the fiscal
year ended December 31, 2001, an officer or employee of the Company.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Principal Holders of the Companys Voting Securities

As of March 11, 2002, the following four persons were the only persons
known by the Company to beneficially own more than 5% of the Companys Common
Shares:

|                                  |  |                    |         |               |  |  |  |  |  |  |      |  
|--------------------------------- |  | ------------------ | ------- | ------------- |  |  |  |  |  |  | ---- | -
|                                  |  | Amount of          |         | Percentage of
|                                  |  | Common Shares      |         | Common Shares
|Name                              |  | Beneficially Owned |         | Owned*       
|                                  |  |                    |         |              
|Michael E. Korybalski             |  |                    | 883,879 |               |  |  |  |  |  |  | 14.3 | %
|AWM Investment Company, Inc.      |  |                    | 500,400 |               |  |  |  |  |  |  | 8.1  | %
|Wellington Management Company LLP |  |                    | 393,500 |               |  |  |  |  |  |  | 6.3  | %
|John C. Angell                    |  |                    | 375,040 |               |  |  |  |  |  |  | 6.0  | %



---

|* |  | Based on 6,202,237 Common Shares outstanding as of March 11, 2002.
|- |  | ------------------------------------------------------------------

8



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##### Table of Contents



Security Ownership of Management

The following information is furnished as of March 28, 2002 with respect
to security ownership of directors and executive officers of the Company:

|                                                            |  |          |      |  |     |  |           |                  |                      |                               |              |  |           |               |      |        |            |  |  |      |      |  |  | 
|----------------------------------------------------------- |  | -------- | ---- |  | --- |  | --------- | ---------------- | -------------------- | ----------------------------- | ------------ |  | --------- | ------------- | ---- | ------ | ---------- |  |  | ---- | ---- |  |  | 
|                                                            |  |          |      |  |     |  |           |                  |                      |                               |              |  |           | Amount and    |      |        | Percentage |  |  |      |      | 
|                                                            |  |          |      |  |     |  |           |                  |                      |                               |              |  |           | Nature of     |      |        | of         |  |  |      |      | 
|                                                            |  |          |      |  |     |  |           |                  |                      |                               |              |  |           | Common Shares |      |        | Common     |  |  | Term |     
|                                                            |  | Director |      |  |     |  |           |                  | Position and Offices |                               | Beneficially |  |           | Shares        |      |        | to         | 
|Name                                                        |  | Since    |      |  | Age |  |           | With the Company |                      | Owned (1)                     |              |  | Owned (2) |               |      | Expire |           
|                                                            |  |          |      |  |     |  |           |                  |                      |                               |              |  |           |               |      |        |           
|DIRECTORS CONTINUING IN OFFICE                             
|Herbert S. Amster                                           |  |          | 1990 |  |     |  | 67        |                  |                      | Director                      |              |  | 94,930    |               | (3)  |        | 1.5        |  |  |      | 2002 | 
|David E. Cole                                               |  |          | 1995 |  |     |  | 64        |                  |                      | Director                      |              |  | 40,500    |               | (4)  |        | *          |  |  |      | 2004 | 
|Joseph F. Gloudeman                                         |  |          | 1993 |  |     |  | 66        |                  |                      | Director                      |              |  | 63,430    |               | (5)  |        | 1.0        |  |  |      | 2002 | 
|Michael E. Korybalski                                       |  |          | 1977 |  |     |  | 55        |                  |                      | Chief Executive Officer,      |              |  | 883,879   |               |      |        | 14.2       |  |  |      | 2003 | 
|                                                            |  |          |      |  |     |  |           |                  |                      | Chairman of the Board         |              |  |           |               |      |        |            |  |  |      |      | 
|                                                            |  |          |      |  |     |  |           |                  |                      | and Director                  |              |  |           |               |      |        |            |  |  |      |      | 
|Mitchell I. Quain                                           |  |          | 1996 |  |     |  | 50        |                  |                      | Director                      |              |  | 83,592    |               | (6)  |        | 1.3        |  |  |      | 2003 | 
|Robert R. Ryan                                              |  |          | 1997 |  |     |  | 44        |                  |                      | President, Chief Operating    |              |  | 237,203   |               | (7)  |        | 3.8        |  |  |      | 2003 | 
|                                                            |  |          |      |  |     |  |           |                  |                      | Officer and Director          |              |  |           |               |      |        |            |  |  |      |      | 
|OTHER CURRENT EXECUTIVE OFFICERS                           
|Michael Hoffmann                                            |  |          |     |  |     |  | 45        |                  |                      | Senior Vice President        |              |  | 78,220    |               | (8)  |        | 1.2        |  |  |      |      | 
|                                                            |  |          |      |  |     |  |           |                  |                      | Worldwide Marketing,          |              |  |           |               |      |        |            |  |  |      |      | 
|                                                            |  |          |      |  |     |  |           |                  |                      | Sales & Service               |              |  |           |               |      |        |            |  |  |      |      | 
|David Peralta                                               |  |          |     |  |     |  | 34        |                  |                      | Vice President, Treasurer and |              |  | 17,801    |               | (9)  |        | *          |  |  |      |      | 
|                                                            |  |          |      |  |     |  |           |                  |                      | Chief Financial Officer       |              |  |           |               |      |        |            |  |  |      |      | 
|Douglas M. Peterson                                         |  |          |     |  |     |  | 36        |                  |                      | Vice President and            |              |  | 195,196   |               | (10) |        | 3.1        |  |  |      |      | 
|                                                            |  |          |      |  |     |  |           |                  |                      | Chief Technical Officer       |              |  |           |               |      |        |            |  |  |      |      | 
|All directors and executive officers
as a group (9 persons) |  |          |      |  |     |  | 1,694,751 |                  | (11)                 |                               | 26.4         |  |           |               |      |       



---

| | * | Less than 1%
| | - | ------------



|(1)  |  | All directors, nominees and executive officers named in the preceding
table have sole investment and voting power with respect to shares of
Common Stock beneficially owned by them.                                                                                       
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  |  | Based on 6,206,862 shares outstanding as of March 28, 2002.                                                                                                                                                                                                                
|(3)  |  | Includes 65,930 shares held by a trust of which Mr. Amster holds voting
power as the trustee, 4,000 shares held by a trust of which Mr. Amsters
wife holds voting power as the trustee and 25,000 shares subject to
options exercisable within 60 days of the Record Date.
|(4)  |  | Includes 25,000 shares subject to options exercisable within 60 days of
the Record Date.                                                                                                                                                                                   
|(5)  |  | Includes 38,430 shares held by a trust of which Dr. Gloudeman holds
voting power as the trustee and 25,000 shares subject to options
exercisable within 60 days of the Record Date.                                                                                        
|(6)  |  | Includes 58,592 shares held by trusts of which Mr. Quain holds voting
power as the trustee and 25,000 shares subject to options exercisable
within 60 days of the Record Date.                                                                                             
|(7)  |  | Includes 6,000 shares held by Mr. Ryans wife as custodian for their
children and 36,250 shares subject to options exercisable within 60 days
of the Record Date.                                                                                                          
|(8)  |  | Includes 55,000 shares subject to options exercisable within 60 days of
the Record Date.                                                                                                                                                                                   
|(9)  |  | Includes 14,250 shares subject to options exercisable within 60 days of
the Record Date.                                                                                                                                                                                   
|(10) |  | Includes 18,000 shares subject to options exercisable within 60 days of
the Record Date.                                                                                                                                                                                   
|(11) |  | Includes 249,115 shares which all executive officers and directors as a
group have the right to acquire within 60 days of the Record Date.                                                                                                                                 

9



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##### Table of Contents



Changes in Control

MSC Acquisition II Corp., a wholly owned subsidiary of MSC.Software
Corporation, has commenced a tender offer under which it proposes to purchase
all outstanding shares of common stock, no par value, of Mechanical Dynamics,
Inc., at a price of $18.85 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated March 22, 2002. A merger of the companies would follow
subsequent to the completion of the tender offer. The Tender Offer Statement
on Schedule TO by MSC Acquisition II Corp., dated March 22, 2002, is
incorporated in this Item 12 by reference. As part of the transaction, Herbert
S. Amster, David E. Cole, Joeseph F. Gloudeman, Michael E. Korybalski, Mitchell
I. Quain, Robert R. Ryan, David Peralta, and Douglas M. Peterson have agreed to
tender all their shares in the offer and to vote all their shares in favor of
the merger.




PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

Item 14(a)1. Financial Statements

|                                                                                                                             
|-----------------------------------------------------------------------------------------------------------------------------
|Report of Independent Public Accountants                                                                                     
|Consolidated Balance Sheets as of December 31, 2001 and 2000                                                                 
|Consolidated Statements of Income for the Years Ended December 31, 2001, 2000
and 1999                                       
|Consolidated Statements of Shareholders Equity and Comprehensive Income for
the Years Ended December 31, 2001, 2000 and 1999
|Consolidated Statements of Cash Flows for the Years Ended December 31, 2001,
2000 and 1999                                   
|Notes to Consolidated Financial Statements                                                                                   

Item 14(a)2. Financial Statement Schedules

None.

10



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##### Table of Contents



Item 14(a) 3. Exhibits

|        |  |                                                                                                                                                                                                                                                                                                               
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Exhibit                                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                               
|(2.1)   |  | Joint Venture Agreement between Mechanical Dynamics, Inc. and
Information Services International-Dentsu, Ltd., incorporated
herein by reference to Exhibit 2.1 to the Companys previously
filed Form 10-Q for the quarter ended March 31, 1997                                                               
|       
|(2.2)   |  | Share Transfer Agreement dated November 17, 2000 by and among
Mechanical Dynamics, Inc., Nissan Motor Co., Ltd., and Structural
Dynamics Research Corporation, incorporated herein by reference to
Exhibit 2.2 to the Companys previously filed Form 8-K on December
28, 2000 and Form 8-K/A on March 5, 2001
|       
|(2.3)   |  | Tender Offer Statement on Schedule TO by MSC Acquisition II Corp.,
a wholly owned subsidiary of MSC.Software Corporation, dated March
22, 2002, incorporated herein by reference                                                                                                                              
|       
|(3.1)   |  | Restated Articles of Incorporation, incorporated herein by
reference to Exhibit 3.2 to the Companys previously filed
Registration Statement on Form S-1, Registration No. 333-2900                                                                                                                           
|       
|(3.2)   |  | Restated Bylaws, incorporated herein by reference to Exhibit 3.4 to
the Companys previously filed Registration Statement on Form S-1,
Registration No. 333-2900                                                                                                                                              
|       
|(4.2)   |  | Line of Credit Demand Note between the Company and KeyBank National
Association dated July 6, 2001, incorporated herein by reference to
Exhibit 4.2 to the Companys previously filed Form 10-Q for the
quarter ended September 30, 2001                                                                      
|       
|(10.1)  |  | Amended and Restated Employment Agreement between the Company and
Michael E. Korybalski, incorporated herein by reference to Exhibit
10.1 to the Companys previously filed Form 10-K for the year ended
December 31, 2001                                                                                    
|       
|(10.2)  |  | Amended and Restated Employment Agreement between the Company and
Robert R. Ryan, incorporated herein by reference to Exhibit 10.2 to
the Companys previously filed Form 10-K for the year ended
December 31, 2001                                                                                           
|       
|(10.3)  |  | Amended and Restated Employment Agreement between the Company and
David Peralta, incorporated herein by reference to Exhibit 10.3 to
the Companys previously filed Form 10-K for the year ended
December 31, 2001                                                                                            
|       
|(10.4)  |  | Amended and Restated Employment Agreement between the Company and
Douglas M. Peterson, incorporated herein by reference to Exhibit
10.4 to the Companys previously filed Form 10-K for the year ended
December 31, 2001                                                                                      
|       
|(10.5)  |  | Employment Agreement between the Company and Michael Hoffmann                                                                                                                                                                                                                                                 
|       
|(10.6)  |  | Amendment No. 1 to Amended and Restated Employment Agreement
between the Company and Michael E. Korybalski                                                                                                                                                                                                    
|       
|(10.18) |  | Lease Agreement between the Company and First Martin Corporation
dated August 5, 1999, incorporated herein by reference to Exhibit
10.18 to the Companys previously filed Form 10-Q for the quarter
ended September 30, 1999                                                                                 
|       
|(11)    |  | Statement Re Computation Of Per Share Earnings Per Share,
incorporated herein by reference to Exhibit 11 to the Companys
previously filed Form 10-K for the year ended December 31, 2001                                                                                                                     
|       
|(21)    |  | Subsidiaries Of The Registrant, incorporated herein by reference to
Exhibit 21 to the Companys previously filed Form 10-K for the year
ended December 31, 2001                                                                                                                                               
|       
|(23.1)  |  | Consent Of Independent Public Accountants, incorporated herein by
reference to Exhibit 23.1 to the Companys previously filed Form
10-K for the year ended December 31, 2001                                                                                                                                  

Item 14(b). Reports on Form 8-K

None.

11



---



##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

|                     |  |     |  |                          
|-------------------- |  | --- |  | -------------------------
|Dated: April 4, 2002 |  |     |  | MECHANICAL DYNAMICS, INC.
|                     |  |     |  | (Registrant)             
|                    
|                     |  | By: |  | /s/ Michael E. Korybalski
|                     |  |     | 
|                     |  |     |  | Michael E. Korybalski    
|                     |  |     |  | Chairman of the Board    

12



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##### Table of Contents






Exhibit Index

|        |  |                                                                                                                                                                                                                                                                                                               
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Exhibit                                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                               
|(2.1)   |  | Joint Venture Agreement between Mechanical Dynamics, Inc. and
Information Services International-Dentsu, Ltd., incorporated
herein by reference to Exhibit 2.1 to the Companys previously
filed Form 10-Q for the quarter ended March 31, 1997                                                               
|       
|(2.2)   |  | Share Transfer Agreement dated November 17, 2000 by and among
Mechanical Dynamics, Inc., Nissan Motor Co., Ltd., and Structural
Dynamics Research Corporation, incorporated herein by reference to
Exhibit 2.2 to the Companys previously filed Form 8-K on December
28, 2000 and Form 8-K/A on March 5, 2001
|       
|(2.3)   |  | Tender Offer Statement on Schedule TO by MSC Acquisition II Corp.,
a wholly owned subsidiary of MSC.Software Corporation, dated March
22, 2002, incorporated herein by reference                                                                                                                              
|       
|(3.1)   |  | Restated Articles of Incorporation, incorporated herein by
reference to Exhibit 3.2 to the Companys previously filed
Registration Statement on Form S-1, Registration No. 333-2900                                                                                                                           
|       
|(3.2)   |  | Restated Bylaws, incorporated herein by reference to Exhibit 3.4 to
the Companys previously filed Registration Statement on Form S-1,
Registration No. 333-2900                                                                                                                                              
|       
|(4.2)   |  | Line of Credit Demand Note between the Company and KeyBank National
Association dated July 6, 2001, incorporated herein by reference to
Exhibit 4.2 to the Companys previously filed Form 10-Q for the
quarter ended September 30, 2001                                                                      
|       
|(10.1)  |  | Amended and Restated Employment Agreement between the Company and
Michael E. Korybalski, incorporated herein by reference to Exhibit
10.1 to the Companys previously filed Form 10-K for the year ended
December 31, 2001                                                                                    
|       
|(10.2)  |  | Amended and Restated Employment Agreement between the Company and
Robert R. Ryan, incorporated herein by reference to Exhibit 10.2 to
the Companys previously filed Form 10-K for the year ended
December 31, 2001                                                                                           
|       
|(10.3)  |  | Amended and Restated Employment Agreement between the Company and
David Peralta, incorporated herein by reference to Exhibit 10.3 to
the Companys previously filed Form 10-K for the year ended
December 31, 2001                                                                                            
|       
|(10.4)  |  | Amended and Restated Employment Agreement between the Company and
Douglas M. Peterson, incorporated herein by reference to Exhibit
10.4 to the Companys previously filed Form 10-K for the year ended
December 31, 2001                                                                                      
|       
|(10.5)  |  | Employment Agreement between the Company and Michael Hoffmann                                                                                                                                                                                                                                                 
|       
|(10.6)  |  | Amendment No. 1 to Amended and Restated Employment Agreement
between the Company and Michael E. Korybalski                                                                                                                                                                                                    
|       
|(10.18) |  | Lease Agreement between the Company and First Martin Corporation
dated August 5, 1999, incorporated herein by reference to Exhibit
10.18 to the Companys previously filed Form 10-Q for the quarter
ended September 30, 1999                                                                                 
|       
|(11)    |  | Statement Re Computation Of Per Share Earnings Per Share,
incorporated herein by reference to Exhibit 11 to the Companys
previously filed Form 10-K for the year ended December 31, 2001                                                                                                                     
|       
|(21)    |  | Subsidiaries Of The Registrant, incorporated herein by reference to
Exhibit 21 to the Companys previously filed Form 10-K for the year
ended December 31, 2001                                                                                                                                               
|       
|(23.1)  |  | Consent Of Independent Public Accountants, incorporated herein by
reference to Exhibit 23.1 to the Companys previously filed Form
10-K for the year ended December 31, 2001