SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.


                                   FORM 10-QSB

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2002

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OT 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ___________.

                         FDIC Certificate Number 26588-8


                       DARLINGTON COUNTY BANCSHARES, INC.
             (Exact Name of Registrant as Specified in the Charter)


                   Incorporated in the State of South Carolina
                I.R.S. Employer Identification Number 57-0805621


                    202 Cashua Street, Darlington, S.C. 29532
                    (Address of Principal Executive Offices)


                                 (843) 395-1956
              (Registrant's Telephone Number, including Area Code)



     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  preceding  12  months(or  for such  shorter  periods  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. [ X ] Yes [ ] No

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


Common Stock - $.01 Par Value
158,000 Shares Outstanding on April 30, 2002





<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
-------
<TABLE>
<CAPTION>

                       DARLINGTON COUNTY BANCSHARES, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

                                                                                        (UNAUDITED)           (AUDITED)
                                                                                         MARCH 31,           DECEMBER 31,
                                                                                            2002                  2001
                                                                                     ------------------    ------------------
                                                           ASSETS
<S>                                                                                  <C>                   <C>
Cash and due from banks                                                              $         1,164       $           315
Federal funds sold                                                                             2,241                 3,513
Investment securities - held to maturity                                                         717                   718
Investment securities - available for sale                                                     8,004                 7,638
Other investments, at cost                                                                        50                    50

Loans                                                                                         17,868                17,613
Less allowance for loan losses                                                                  (173)                (188)
                                                                                     ------------------    ------------------

       Loans - net                                                                            17,695                17,425

Premises and equipment - net                                                                   1,046                 1,063
Other assets                                                                                     413                   451
                                                                                     ------------------    ------------------

         Total assets                                                                $        31,330       $        31,173
                                                                                     ==================    ==================

                                            LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits
      Demand                                                                         $         4,848       $         4,910
      Savings and NOW                                                                         14,161                12,744
      Other time deposits                                                                      8,671                 9,705
                                                                                     ------------------    ------------------

         Total deposits                                                                       27,680                27,359

Other liabilities                                                                                 67                   120
                                                                                     ------------------    ------------------

         Total liabilities                                                                    27,747                27,479
                                                                                     ------------------    ------------------

STOCKHOLDERS' EQUITY
      Common stock - $.01 par value, 1,000,000 shares authorized, 158,000 shares
         issued and outstanding at
         March 31, 2002  and December 31, 2001                                                     2                     2
      Capital in excess of par value of stock                                                  1,618                 1,618
      Retained earnings                                                                        2,000                 2,096
      Accumulated other comprehensive loss                                                      (37)                   (22)
                                                                                     ------------------    ------------------

         Total stockholders' equity                                                            3,583                 3,694
                                                                                     ------------------    ------------------

         Total liabilities and stockholders' equity                                  $        31,330       $        31,173
                                                                                     ==================    ==================
</TABLE>

     See notes to consolidated financial statements.

                                      -2-




<PAGE>
<TABLE>
<CAPTION>


                                         DARLINGTON COUNTY BANCSHARES, INC.
                                          CONSOLIDATED STATEMENTS OF INCOME
                                    (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
                                                       (UNAUDITED)

                                                                                        THREE MONTHS ENDED MARCH 31,
                                                                                    --------------------------------------
                                                                                          2002                 2001
                                                                                    ------------------   -----------------
<S>                                                                                 <C>                  <C>
INTEREST INCOME
     Loans, including fees                                                          $          338       $          363
     Investment securities
        U. S. Government Agencies                                                              102                   72
        Municipal securities                                                                     8                    8
        Other equity securities                                                                  -                    1
     Federal funds sold                                                                         10                   61
                                                                                    ------------------   -----------------

                                                                                    ------------------   -----------------
            Total interest income                                                              458                  505
                                                                                    ------------------   -----------------

INTEREST EXPENSE
     Deposits                                                                                  134                  215
                                                                                    ------------------   -----------------
            Net interest income                                                                324                  290
                                                                                    ------------------   -----------------

PROVISION FOR LOAN LOSSES                                                                       16                   15
                                                                                    ------------------   -----------------
            Net interest income after provision for loan losses                                308                  275
                                                                                    ------------------   -----------------

NONINTEREST INCOME
     Service charges on deposit accounts                                                        82                   69
     Other service charges, commissions and fees                                                 3                    5
                                                                                    ------------------   -----------------

            Total noninterest income                                                            85                   74
                                                                                    ------------------   -----------------

NONINTEREST EXPENSES
     Salaries and employee benefits                                                            161                  139
     Data processing                                                                            32                   24
     Occupancy                                                                                  18                   17
     Furniture and equipment                                                                    21                   14
     Other                                                                                      69                   74
                                                                                    ------------------   -----------------
            Total noninterest expenses                                                         301                  268
                                                                                    ------------------   -----------------

     Income before income taxes                                                                 92                   81

PROVISION FOR INCOME TAXES                                                                      30                   19
                                                                                    ------------------   -----------------

            Net income                                                              $           62       $           62
                                                                                    ==================   =================

PER  SHARE
     Average shares outstanding                                                            158,000              158,000
                                                                                    ==================   =================
     Net income                                                                     $         0.39       $         0.39
                                                                                    ==================   =================
     Dividends paid                                                                 $         1.00       $         1.00
                                                                                    ==================   =================
</TABLE>

     See notes to consolidated financial statements.

                                       -3-

<PAGE>
<TABLE>
<CAPTION>


                                                              DARLINGTON COUNTY BANCSHARES, INC
                                          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                                                                   (DOLLARS IN THOUSANDS)
                                                                         (UNAUDITED)


                                                                                  CAPITAL IN                 ACCUMULATED
                                                               COMMON STOCK       EXCESS OF                    OTHER
                                                          ----------------------- PAR VALUE      RETAINED   COMPREHENSIVE
                                                             SHARES      AMOUNT    OF STOCK      EARNINGS    INCOME (LOSS)    TOTAL
                                                          -----------  ---------- -----------   ----------  --------------  --------

<S>                                                          <C>         <C>       <C>           <C>             <C>             <C>
BALANCE, JANUARY 1, 2001                                     158,000     $    2    $     1,618   $   2,004     $   (36)       3,588
                                                                                                                            --------
     Net income for period                                         -         -               -          62           -           62

     Other comprehensive income, net of tax:
        Unrealized gain on securities available for sale           -         -               -           -          55           55
                                                                                                                            --------

          Comprehensive income                                                                                                  117

     Cash dividend ($1.00 per share)                               -         -               -        (158)          -         (158)
                                                          ----------     -------   -----------  ------------ ------------   --------

BALANCE, MARCH 31, 2001                                      158,000     $    2     $    1,618  $    1,908    $     19      $ 3,547
                                                          ==========     =======   ===========  ===========  ============   ========

BALANCE, JANUARY 1, 2002                                     158,000     $    2      $    1,618 $    2,096    $    (22)     $ 3,694
                                                                                                                            --------

     Net income for period                                         -         -               -          62           -           62

     Other comprehensive income, net of tax:
        Unrealized losses on securities
             available for sale                                    -         -               -           -         (15)         (15)
                                                                                                                            --------

          Comprehensive income                                                                                                   47

     Cash dividend ($1.00 per share)                               -         -               -        (158)          -         (158)
                                                          ----------     -------   -----------  -----------  ------------   --------

BALANCE, MARCH 31, 2002                                      158,000     $   2       $   1,618  $    2,000   $      (37)    $ 3,583
                                                          ==========     =======   ===========  ===========  ============   ========
</TABLE>

     See notes to consolidated financial statements.

                                       -4-

<PAGE>

<TABLE>
<CAPTION>
                                              DARLINGTON COUNTY BANCSHARES, INC.
                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                    (DOLLARS IN THOUSANDS)
                                                         (UNAUDITED)

                                                                                         THREE MONTHS ENDED MARCH 31,
                                                                                 ----------------------------------------------
                                                                                            2002                     2001
                                                                                 ---------------------    ---------------------
<S>                                                                               <C>                       <C>
OPERATING ACTIVITIES
   Net income                                                                        $        62             $         62
   Adjustments to reconcile net income to net cash provided by
     operating activities
     Provision for loan losses                                                                16                       (2)
     Depreciation                                                                             18                       12
     (Increase) decrease in other assets                                                      38                      (18)
     Decrease in other liabilities                                                           (53)                     (14)
                                                                                 ---------------------    ---------------------

         Net cash provided by operating activities                                            81                       40
                                                                                 ---------------------    ---------------------

INVESTING ACTIVITIES
   (Increase) decrease in federal funds sold                                               1,272                     (280)
   Proceeds from maturities of investment securities
     available for sale                                                                      620                       44
   Purchase of investment securities available for sale                                   (1,000)                       -
   Net increase in loans                                                                    (286)                    (434)
   Purchase of equipment                                                                      (1)                    (136)
                                                                                 ---------------------    ---------------------

         Net cash provided by (used for) investing activities                                605                     (806)
                                                                                 ---------------------    ---------------------

FINANCING ACTIVITIES
   Net increase in deposits                                                                  321                    1,010
   Cash dividends paid                                                                      (158)                    (158)
                                                                                 ---------------------    ---------------------

         Net cash provided by financing activities                                           163                      852
                                                                                 ---------------------    ---------------------

         Increase in cash and cash equivalents                                               849                       86

CASH AND DUE FROM BANKS, BEGINNING OF PERIOD                                                 315                    1,090
                                                                                 ---------------------    ---------------------

CASH AND DUE FROM BANKS, END OF PERIOD                                              $      1,164             $      1,176
                                                                                 =====================    =====================

SUPPLEMENTAL DISCLOSURES
CASH PAID FOR:
         Interest                                                                     $  154,900               $  212,235
                                                                                 =====================    =====================

         Income taxes                                                            $              -            $      9,148
                                                                                 =====================    =====================


     See notes to consolidated financial statements.

</TABLE>

                                       -5-



<PAGE>

                       DARLINGTON COUNTY BANCSHARES, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION
         ---------------------

           The accompanying unaudited financial statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  item  310(b)  of
Regulation S-B of the Securities and Exchange Commission.  Accordingly,  they do
not  include all  information  and  footnotes  required  by  generally  accepted
accounting principles for complete financial statements. However, in the opinion
of management,  all  adjustments  (consisting of normal  recurring  adjustments)
considered necessary for a fair presentation have been included.

NOTE 2 - NET INCOME PER SHARE
         --------------------

           Net income per share is computed on the basis of the weighted average
number of common shares  outstanding  in accordance  with Statement of Financial
Accounting  Standards No. 128,  "Earnings per Share". The Bank does not have any
instruments  which are dilutive;  therefore,  only basic net income per share of
common stock is presented.

ITEM 2.
-------

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

From time to time,  Darlington  County  Bancshares,  Inc.  (the  "Company")  may
publish  forward-looking  statements  relating  to such  matters as  anticipated
financial  performance,  business  prospects,  technological  developments,  new
products and similar matters.  The Private  Securities  Litigation Reform Act of
1995 provides a safe harbor for forward-looking  statements.  In order to comply
with terms of the safe harbor, the Company notes that a variety of factors could
cause the Company's actual results and experience to differ  materially from the
anticipated   results  or  other   expectations   expressed  in  the   Company's
forward-looking  statements.  The risks and  uncertainties  that may  affect the
operations,  performances,  development  and results of the  Company's  business
include,  but are not limited to, the following:  risks from changes in economic
and industry  conditions;  changes in interest  rates;  risks inherent in making
loans including  repayment  risks and value of collateral;  dependence on senior
management;  and recently-enacted or proposed legislation.  Statements contained
in this filing  regarding  the demand for the  Company's  products and services,
changing  economic  conditions,  interest rates,  consumer spending and numerous
other factors may be forward-looking statements and are subject to uncertainties
and risks.  When relying on  forward-looking  statements to make  decisions with
respect to the Company,  investors and other are cautioned to consider these and
other risks and uncertainties.

RESULTS OF OPERATIONS
   The  Company's  net income for the first quarter of 2002 and 2001 was $62,000
or $.39 per share.

NET INTEREST INCOME
   Net interest income is the difference  between the interest earned on earning
   assets and the interest paid for funds acquired to support those assets.  Net
   interest income,  the principal  source of the Bank's earnings,  was $324,000
   and   $290,000   for  the  three  months  ended  March  31,  2002  and  2001,
   respectively.

   Changes  that affect net  interest  income are  changes in the  average  rate
   earned  on  interest-earning  assets,  changes  in the  average  rate paid on
   interest-bearing  liabilities,  and changes in the volume of interest-earning
   assets and interest-bearing liabilities.

                                                                     (Continued)

                                      -6-
<PAGE>

ITEM 2: (CONTINUED)

   Interest-earning assets for the first quarter of 2002 increased by $1,972,000
   or 7.3% over the same period in 2001, while interest-bearing  liabilities for
   the first  quarter  of 2002  increased  by  $1,920,000  or 7.5% over the same
   period in 2001.

<TABLE>
<CAPTION>
                                                        AVERAGE BALANCES, INCOME AND EXPENSES, AND RATES
                                        ------------------------------------------------------------------------------------
                                                              FOR THE THREE MONTHS ENDED MARCH 31,
                                        ------------------------------------------------------------------------------------
                                                          2002                                      2001
                                         ------------------------------------------ ----------------------------------------
                                            AVERAGE       INCOME/      ANNUALIZED      AVERAGE     INCOME/      ANNUALIZED
                                            BALANCE       EXPENSE      YIELD/RATE      BALANCE     EXPENSE      YIELD/RATE
                                         -------------- ------------- ------------- -------------- ----------- -------------

<S>                                      <C>             <C>                 <C>     <C>            <C>            <C>
Federal funds sold                       $   2,374,667   $   10,000         1.68%   $   4,298,911  $  61,000      5.68%
Investment securities                        9,187,311      110,000         4.79%       5,431,275     81,000      5.97%
Loans                                       17,498,913      338,000         7.73%      16,601,175    363,000      8.75%
                                         -------------  -----------                -------------- ----------

     Total earning assets                 $ 29,060,891      458,000         6.30%    $ 26,331,361    505,000      7.67%
                                          ============                               ============

     Total interest bearing liabilities   $ 27,860,509      135,000         1.94%    $ 24,962,517    215,000      3.45%
                                          ============  -----------   ----------     ============    -------     ------

Net interest spread                                                         4.36%                                 4.22%

Net interest income/margin                                $ 323,000         4.45%                   $290,000      4.41%
                                                        ===========   ===========                 ===========    ======

</TABLE>

As  reflected  above,  for the first three  months of 2002 the average  yield on
earning   assets  amounts   amounted  to  6.30%,   while  the  average  cost  of
interest-bearing liabilities was 1.94%. For the same period of 2001, the average
yield on  earning  assets  was 7.67% and the  average  cost of  interest-bearing
liabilities  was  3.45%.  The  decrease  in  the  yield  on  earning  assets  is
attributable to a decrease in the yield on Federal Funds sold, and a decrease in
overall  interest rates on  investments  and loans.  The net interest  margin is
computed by subtracting  interest  expense from interest income and dividing the
resulting figure by average interest-earning assets. The net interest margin for
the period  ended March 31,  2002 was 4.45% and for 2001 was 4.41%.  This slight
increase  was the result of a greater  decrease in the rate on  interest-bearing
deposits than the interest rates on earning assets.

The following  table  represents  changes in the Company's net interest  income,
which  are   primarily   a  result  of  changes  in  volume  and  rates  of  its
interest-earning  assets and interest-bearing  liabilities.  The increase in net
interest   income  is  due  to   increased   volume  of   earning   assets   and
interest-bearing  liabilities  and a decrease in rates on earning  assets with a
slightly larger decrease in rates on interest bearing liabilities.

<TABLE>
<CAPTION>
                                        ANALYSIS OF CHANGES IN NET INTEREST INCOME
                                                                                FOR THE THREE MONTHS ENDED
                                                                                MARCH 31, 2002 VERSUS 2001
                                                                -------------------------------------------------------------
                                                                     VOLUME                 RATE             NET CHANGE
                                                                -------------------  -------------------  -------------------

<S>                                                              <C>                  <C>                   <C>
Federal fund sold                                                $       (27,304)     $        (23,696)     $       (51,000)
Investment securities                                                     56,016               (27,016)              29,000
Loans                                                                     15,806               (40,806)             (25,000)
                                                                -------------------  -------------------  -------------------

       Total earning assets                                               44,518               (91,518)             (47,000)

       Total interest on interest-bearing liabilities                     24,960              (104,960)             (80,000)
                                                                -------------------  -------------------  -------------------

Net interest income                                                $      19,558       $        13,442       $       33,000
                                                                ===================  ===================  ===================
</TABLE>

                                                                     (Continued)

                                       -7-

<PAGE>


ITEM 2: (CONTINUED)

NONINTEREST INCOME
   Noninterest  income was $85,000 and $74,000 for the three  months ended March
   31, 2002 and 2001,  respectively.  Noninterest  income  increased due to fees
   charged on an increased number of deposits.

NONINTEREST EXPENSES
   Noninterest  expenses for the three months ended March 31, 2002 and 2001 were
   $301,000 and $268,000,  respectively.  Noninterest  expenses increased due to
   cost  of  living  pay  increases  to  employees  and an  increase  in  health
   insurance.

   The allowance for loan losses was .97% of loans, net of unearned  income,  as
   of March 31, 2002  compared to 1.07% as of December 31, 2001.  The  provision
   for loan losses was $16,000 and $15,000 for the three  months ended March 31,
   2002 and 2001, respectively. Management reviews the adequacy of the allowance
   on an ongoing basis and believes it is adequate.

LIQUIDITY
   Liquidity  is the  ability to meet  current  and future  obligations  through
   liquidation or maturity of existing assets or the acquisition of liabilities.
   The Company manages both assets and liabilities to achieve appropriate levels
   of liquidity.  Cash and  short-term  investments  are the  Company's  primary
   sources of asset liquidity.  These funds provide a cushion against short-term
   fluctuations  in cash flow from  both  deposits  and  loans.  The  investment
   portfolio  is the  Bank's  principal  source of  secondary  asset  liquidity.
   However,  the  availability  of this source of funds is  influenced by market
   conditions.  Individual and commercial deposits are the Bank's primary source
   of funds  for  credit  activities.  Management  believes  that the  Company's
   liquidity sources are adequate to meet its operating needs.

LOANS
   Commercial,  financial and agricultural loans made up 25.1% of the total loan
   portfolio as of March 31, 2002,  totaling  $4,479,000.  Loans secured by real
   estate for construction and land development  totaled $454,000 or 2.5% of the
   total loan  portfolio  while all other loans  secured by real estate  totaled
   $8,204,000  or 45.9% of the  total  loan  portfolio  as of  March  31,  2002.
   Installment loans and other consumer loans to individuals  comprised 26.5% of
   the total loan portfolio totaling $4,731,000.

CAPITAL RESOURCES
   The capital  base for the Company  decreased  by $111,000 for the first three
   months of 2002. This net change includes an increase to equity for net income
   of $62,000  offset by unrealized  losses on investment  securities of $15,000
   and cash dividends of $158,000. The Company's equity to asset ratio was 11.4%
   on March 31, 2002, as compared to 11.8% on December 31, 2001.

   The  Federal  Deposit   Insurance   Corporation  has  issued  guidelines  for
   risk-based capital  requirements.  As of March 31, 2002, the Bank exceeds the
   capital requirement levels that are to be maintained.

<TABLE>
<CAPTION>
                                                        CAPITAL RATIOS
                                                    (AMOUNTS IN THOUSANDS)
                                                                                                            ADEQUATELY
                                                                             WELL CAPITALIZED               CAPITALIZED
                                                    ACTUAL                     REQUIREMENT                  REQUIREMENT
                                          ---------------------------- ---------------------------- ---------------------------
                                             AMOUNT         RATIO         AMOUNT         RATIO         AMOUNT        RATIO
                                          -------------- ------------- ------------- -------------- ------------ --------------

<S>                                          <C>               <C>        <C>               <C>       <C>               <C>
Total capital (to risk weighted assets)      $  3,720          18.4%      $  2,019          10.0%     $  1,615          8.0%

Tier 1 capital (to risk weighted assets)        3,547          17.6%         1,211           6.0%          808          4.0%

Tier 1 capital (to average assets)              3,547          11.5%         1,537           5.0%        1,230          4.0%

</TABLE>


                                                                     (Continued)

                                      -8-


<PAGE>


ASSET QUALITY
   Nonperforming assets as a percentage of loans and foreclosed property totaled
   .02% and .09% as of March  31,  2002 and  December  31,  2001,  respectively.
   Nonperforming assets were $4,000 as of March 31, 2002 and $15,900 at December
   31, 2001.

 EFFECTS OF REGULATORY ACTION
   The management of the Company is not aware of any current  recommendations by
   regulatory  authorities,  which if they were to be implemented,  would have a
   material effect on liquidity, capital resources, or operations.

IMPACT OF INFLATION
   Unlike most  industrial  companies,  the assets and  liabilities of financial
   institutions  such as the Bank are primarily  monetary in nature.  Therefore,
   interest rates have a more significant  impact on the Bank's performance than
   do the effects of changes in the  general  rate of  inflation  and changes in
   prices.  In  addition,  interest  rates do not  necessarily  move in the same
   magnitude  as the  prices of goods and  services.  As  discussed  previously,
   management  seeks to manage  the  relationships  between  interest  sensitive
   assets and  liabilities in order to protect  against wide rate  fluctuations,
   including those resulting from inflation.

RECENTLY ISSUED ACCOUNTING STANDARDS
   Accounting  pronouncements  recently  issued  or  proposed  by the  Financial
   Accounting  Standards Board are not expected to have a material effect on the
   financial position of the Company.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
-------------------------

There are no  material  pending  legal  proceedings  to which the Company or its
subsidiary is a party or which any of their property is the subject.

ITEM 2.  CHANGES IN SECURITIES
------------------------------

Not Applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
----------------------------------------

Not Applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

There were no matters  submitted to security holders for a vote during the three
months ended March 31, 2002.

ITEM 5.  OTHER INFORMATION
--------------------------

None

ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
---------------------------------------







                                       -9-


<PAGE>


SIGNATURES


Under the requirements of the Securities Exchange Act of 1934, the Bank has duly
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.




            DARLINGTON COUNTY BANCSHARES, INC.
            ----------------------------------
                    Name of Bank



By:  /s/ W. B. McCown, III                               Date:  3/14/02
     -------------------------------------------               ---------------
     W. B. McCown, III, President and
     Chief Executive Officer


By:  /a/ Albert L. James, III                             Date: 3/14/02
     -------------------------------------------               ---------------
     Albert L. James, III Secretary and
     Treasurer (Principal Financial Officer)






























                                      -10-