<PAGE>
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.   20549

                                   FORM 10-Q


                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

For the Period Ended May 31, 1998              Commission File Number 0-8796


                            Spectrum Control, Inc.
             Exact name of registrant as specified in its charter

Pennsylvania                                                      25-1196447
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                        Identification Number)

6000 West Ridge Road; Erie, Pennsylvania                               16506
(Address)                                                         (Zip Code)

Registrant's telephone number, including area code:           (814) 835-4000

                                Not Applicable
Former name, former address and former fiscal year, if changed since last
report

      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 the filing requirements for at least the past 90 days.


                                Yes  X    No 

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

                                        Number of Shares Outstanding
                Class                        as of June 15, 1998
      Common, no par value                        10,945,341



<PAGE>
                     SPECTRUM CONTROL, INC. AND SUBSIDIARIES

                                     INDEX


                                                                 PAGE NO.
PART I     FINANCIAL INFORMATION

Item 1.    Financial Statements (Unaudited)

           Consolidated Condensed Balance Sheets --
           May 31, 1998 and November 30, 1997                       3-4


           Consolidated Condensed Statements of Income --
           Three Months Ended and Six Months Ended 
           May 31, 1998 and 1997                                      5


           Consolidated Condensed Statements of Cash Flows --
           Three Months Ended and Six Months Ended 
           May 31, 1998 and 1997                                      6


           Notes to Consolidated Condensed Financial Statements     7-9 


Item 2.    Management's Discussion and Analyis of
           Financial Condition and Results Operations             10-15


PART II	OTHER INFORMATION							 

Item 6. Exhibits and Reports on Form 8-K                             16
													


Signature                                                            17



<PAGE>
<TABLE>
SPECTRUM CONTROL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
DOLLAR AMOUNTS IN THOUSANDS
(UNAUDITED)
<CAPTION>
                                    May 31, 1998   Nov. 30, 1997

<S>                                     <C>            <C>
ASSETS

CURRENT ASSETS

  Cash and cash equivalents            $  1,927        $   196

  Accounts receivable, net of 
  allowances                              9,660          9,997

  Inventories
     Finished goods                       2,692          2,159
     Work-in-process                      5,282          5,364
     Raw materials                        4,721          4,587
       Total inventories                 12,695         12,110


  
  Prepaid expenses and other 
  current assets                            732            534

       Total current assets              25,014         22,837

PROPERTY, PLANT AND EQUIPMENT, 
  at cost less accumulated  
  depreciation of $19,279
  in 1998 and $17,357 in 1997            15,605         15,979

OTHER ASSETS
 Intangible assets                          648            334
 Debt issuance costs                        160            165
 Deferred income taxes                      566            566
 Deferred charges                           199            175
 
        Total other assets                1,573          1,240  
      
TOTAL ASSETS                            $42,192        $40,056


<FN>
The accompanying notes are an integral part of the financial
statements.
</TABLE>



<PAGE>
<TABLE>
SPECTRUM CONTROL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
DOLLAR AMOUNTS IN THOUSANDS
(UNAUDITED)
<CAPTION>
                                     May 31, 1998    Nov.30, 1997

LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                        <C>             <C>   
CURRENT LIABILITIES

  Short-term debt                       $    --        $    40
  Accounts payable                        2,941          3,302  
  Accrued salaries and wages              1,244          1,311
  Accrued interest                           30             45
  Accrued federal and state
   income taxes                             187            289
  Accrued other expenses                    406            226
  Current portion of long-term debt         743            743

          Total current liabilities       5,551          5,956

LONG-TERM DEBT                            3,060          3,330

DEFERRED INCOME TAXES                     1,731          1,225

STOCKHOLDERS' EQUITY
  
  Common stock, no par value,
   authorized 25,000,000 shares,
   issued and outstanding 10,945,341
   shares in 1998 and 10,838,345
   shares in 1997                        14,361         13,977
  Retained earnings                      17,879         15,864
  Foreign currency translation 
   adjustment                              (390)          (296)

          Total stockholders' equity     31,850         29,545

TOTAL LIABILITIES AND 
STOCKHOLDERS' EQUITY                    $42,192        $40,056
    

<FN>
The accompanying notes are an integral part of the financial
statements.
</TABLE>



<PAGE>
<TABLE>
SPECTRUM CONTROL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
<CAPTION>
                           (Dollars in Thousands Except Per Share Data)

                          Three Months Ended             Six Months Ended
                                May 31                        May 31
                           1998         1997            1998           1997  
<S>                      <C>          <C>             <C>            <C>
Net sales                $15,190      $14,376         $29,831        $27,088

Cost of products sold     10,449        9,977          20,671         18,975

Gross margin               4,741        4,399           9,160          8,113

Selling, general and
 administrative expense    2,979        2,971           5,884          5,647
                          

Income from operations     1,762        1,428           3,276          2,466

Other income (expense)
 Interest expense            (58)        (125)           (111)          (255)
 Other income and expense,
  net                         24           --              34             --
                             (34)        (125)            (77)          (255)
 
Income before provision
 for income taxes          1,728        1,303           3,199          2,211

Provision for 
 income taxes                669          364           1,184            618

Net income               $ 1,059     $    939         $ 2,015         $1,593


Earnings per
 common share            $  0.10     $   0.09         $  0.19         $ 0.15

Earnings per common share-
 assuming dilution
                         $  0.10     $   0.09         $  0.18         $ 0.15


<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>



<PAGE>
<TABLE>
SPECTRUM CONTROL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
DOLLAR AMOUNTS IN THOUSANDS
(UNAUDITED)
<CAPTION>
                                               Six Months Ended
                                                    May 31
                                           1998                1997
<S>                                      <C>                 <C>
NET CASH PROVIDED BY
 OPERATING ACTIVITIES                     $3,942              $3,463    

CASH FLOWS FROM INVESTING
 ACTIVITIES

    Purchase of property, plant and
     equipment                            (1,164)             (1,309)
    Payment for acquired business         (1,150)                 -- 

      Net cash used in investing 
       activities                         (2,314)             (1,309)

CASH FLOWS FROM FINANCING
  ACTIVITIES

   Net repayment of short-term     
    debt                                     (40)             (1,867)
   Repayment of long-term debt              (270)               (408)
   Net proceeds from issuance 
    of common stock                          384                  --

      Net cash provided by (used
       in) financing activities               74              (2,275) 

Effect Of Exchange Rate
   Changes On Cash                            29                  15

Net Increase (Decrease)In Cash                                   
   And Cash Equivalents                    1,731                (106)

Cash And Cash Equivalents,                             
   Beginning Of Period                       196                 413

Cash And Cash Equivalents,
   End Of Period                          $1,927               $ 307

Cash Paid During The Period For:

      Interest                            $  126              $  246
      Income taxes                           715                 436


<FN>
 The accompanying notes are an integral part of the financial
 statements.
</TABLE>



<PAGE>
SPECTRUM CONTROL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MAY 31, 1998



The accompanying unaudited consolidated condensed financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not
include all of the information and notes required by generally accepted
accounting principles for complete financial statements.  In the opinion
of management, the accompanying financial statements include all adjustments
which are normal, recurring and necessary to present fairly the results for
the interim periods.  Operating results for interim periods are not
necessarily indicative of the results that may be expected for the year.
For further information, refer to the consolidated financial statements and
notes thereto included in the Spectrum Control, Inc. and Subsidiaries annual
report on Form 10-K for the fiscal year ended  November 30, 1997.

Note 1 - Principles of Consolidation

The consolidated condensed financial statements include the accounts of
Spectrum Control, Inc. and its Subsidiaries (the Company).  To facilitate
timely reporting, the fiscal quarters of a foreign subsidiary are based upon
a fiscal year which ends October 31.  All significant intercompany accounts
are eliminated upon consolidation.

Note 2 - Foreign Currency Translation

The assets and liabilities of the foreign subsidiary are translated into
U.S. dollars at current exchange rates.  Revenue and expense accounts of
these operations are translated at average exchange rates prevailing during
the period.  These translation adjustments are accumulated in a separate
component of stockholders' equity.  Foreign currency transaction gains and
losses are included in determining net income for the period in which the
exchange rate changes.


Note 3 - Earnings Per Common Share

In the first quarter of fiscal 1998, the Company adopted Statement of
Financial Accounting Standards No. 128, "Earnings Per Share"
("SFAS No. 128").  SFAS No. 128 requires, among other things, dual
presentation of basic and diluted earnings per share on the face of the
income statement.  Under the new standard, basic earnings per share is
computed using only the weighted average number of common shares outstanding
during the period, while diluted earnings per share is computed assuming
the conversion of all dilutive common stock equivalents, such as stock
options.



<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)

      

In accordance with SFAS No. 128, prior period per share amounts have been
revised to reflect the new computation and presentation.  The Company's
basic and diluted earnings per share amounts are the same for the prior
period presented in the accompanying financial statements.  Accordingly,
there has been no change or restatement in any historical earnings per
share amounts presented herein.

<TABLE>
The following table sets forth the computation of basic and diluted earnings
per common share:
<CAPTION>
                           Three Months Ended         Six Months Ended
                                 May 31                    May 31
                           1998          1997         1998        1997
<S>                       <C>          <C>          <C>          <C>
Numerator for basic and
  diluted earnings per
  common share:
     Net income           $ 1,059,000  $   939,000  $ 2,015,000  $ 1,593,000

Denominator for basic
  earnings per common
  share:
     Weighted average
     shares outstanding    10,908,122   10,774,233   10,877,533   10,774,233

Denominator for diluted
  earnings per common
  share:
     Weighted average
      shares outstanding   10,908,122   10,774,233   10,877,533   10,774,233


     Effect of dilutive
      stock options           153,341       59,501      146,962       57,868


                           11,061,463   10,833,734   11,024,495   10,832,101

Earnings per common
  share                   $     0 .10  $     0 .09  $     0 .19  $     0 .15

Earnings per common
share-assuming dilution   $     0 .10  $     0 .09  $     0 .18  $     0 .15
</TABLE>



<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)



Note 4 - Acquisition

On April 22, 1998, the Company acquired substantially all of the assets of
Republic Electronics Corp., a manufacturer of subminiature ceramic capacitors
used in telecommunications and microwave (high frequency) applications.  The
assets acquired included inventories, equipment, tooling, manufacturing
documentation, engineering drawings, customer information, proprietary
technology and know-how.

The aggregate purchase price of the acquired assets amounted to approximately
$1,285,000, including related acquisition costs and estimated future
contingent payments of $120,000.  The actual amount of the contingent
payments will be determined based upon the sales of the acquired product
lines during the two years subsequent to the acquisition date.  The aggregate
purchase price, which was funded through available cash reserves, has been
allocated to the acquired assets based upon their respective fair market
values.  As a result, intangible assets of approximately $385,000 were
recorded and are being amortized ratably over a period of five years.

The acquisition was accounted for as a purchase and, accordingly, the results
of operations of the acquired business have been included in the accompanying
financial statements since the date of the acquisition.  The results of
operations of the acquired business from April 22, 1998 to May 31, 1998,
however, are not material to the Company's consolidated financial statements.



<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


The following discussion and analysis may be understood more fully by
reference to the consolidated financial statements, notes to the consolidated
financial statements, and management's discussion and analysis contained
in the Spectrum Control, Inc. and Subsidiaries annual report on Form 10-K
for the fiscal year ended November 30, 1997.

General

Spectrum Control, Inc. and its Subsidiaries (the "Company") design,
manufacture and market a broad line of control products and systems.  The
Company was founded in 1968 as a solutions-oriented company, designing and
manufacturing products to suppress or eliminate electromagnetic interference
("EMI").  The Company has adapted its core EMI filter technology into a
complete line of interconnect filter products (discrete filters, filtered
arrays, and filtered connectors).  In recent years, the Company has expanded
its focus by developing new lines of power products (commercial custom
assemblies, military/aerospace multisection assemblies, power entry modules,
and power line filters), microwave products (coaxial ceramic bandpass
filters, duplexers, and dielectric resonators), and specialty ceramic
products.  The Company's products are used in virtually all industries
worldwide, including telecommunications, aerospace, military, medical,
computer, and industrial controls.

Forward-Looking Information

Management's Discussion and Analysis of Financial Condition and Results of
Operations includes certain forward-looking statements which reflect
management's current views with respect to future operating performance,
ongoing cash requirements, and the Year 2000 Issue.  The words "believe",
"expect", "anticipate" and similar expressions identify forward-looking
statements.  These forward-looking statements are subject to certain risks
and uncertainties which could cause actual results to differ materially
from historical results or those anticipated.  Factors that could cause or
contribute to such differences include those discussed in "Risk Factors That
May Affect Future Results", as well as those discussed elsewhere herein.
Readers are cautioned not to place undue reliance on these forward-looking
statements.



<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)


Results of Operations

<TABLE>
The following table sets forth certain financial data, as a percentage of
net sales, for the three months ended and six months ended May 31, 1998
and 1997:
<CAPTION>

                                    Three Months Ended     Six Months Ended
                                          May 31                May 31 
                                      1998      1997        1998       1997
<S>                                  <C>       <C>         <C>        <C>
Net sales                            100.0%    100.0%      100.0%     100.0%
Cost of products sold                 68.8      69.4        69.3       70.0
Gross margin                          31.2      30.6        30.7       30.0
Selling, general and
  administrative expense              19.6      20.7        19.7       20.9
Income from operations                11.6       9.9        11.0        9.1
Other income (expense)
  Interest expense                    (0.4)     (0.9)       (0.4)      (0.9)
  Other income and expense, net        0.2         -         0.1          -
Income before provision           
  for income taxes                    11.4       9.0        10.7        8.2
Provision for income taxes             4.4       2.5         4.0        2.3
Net income                             7.0%      6.5%        6.7%       5.9%
</TABLE>


Second Quarter 1998 Versus Second Quarter 1997

Net Sales

Net sales increased 5.7% during the period, with consolidated net sales of
$15.2 million in the second quarter of 1998 and $14.4 million in the
comparable quarter of 1997.  The increase in sales primarily reflects
additional shipment volume of the Company's commercial custom assemblies
which consist of telecommunication racks, power supplies, industrial
controls, and other value-added assemblies.

Gross Margin

Gross margin was $4.7 million or 31.2% of sales in the second quarter of
1998, compared to $4.4 million or 30.6% of sales in the second quarter of
1997.  The increase in gross margin percentage principally reflects changes
in sales mix among the Company's four major product families:  interconnect
filter products, power products, microwave products, and specialty ceramic
components.



<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)


Selling, General and Administrative Expense

Selling, general and administrative expense remained constant throughout
the period.  In the second quarter of 1998, selling expense amounted to
$1.7 million or 11.1% of sales, compared to $1.7 million or 11.4% of sales
in the same quarter of 1997.  General and administrative expense was
approximately $1.3 million in 1998 and 1997.

Other Income and Expense

Interest expense decreased by $67,000 during the period, from $125,000 in
1997 to $58,000 in 1998.  The decrease in interest expense primarily
reflects reduced bank indebtedness.  Average interest rates remained stable
throughout the period.

Six Months 1998 Versus Six Months 1997

Net Sales

For the first half of fiscal 1998 net sales increased $2.7 million or 10.1%,
with net sales of $29.8 million in 1998 and $27.1 million in 1997.  The
increase in sales principally reflects additional shipment volume for the
Company's discrete filter products, filtered connectors, and commercial
custom assemblies.  Customer orders received during the first six months
of 1998 amounted to $31.1 million, an increase of 4.0% from the same period
last year.

Gross Margin

For the first six months of 1998, gross margin was $9.2 million or 30.7%
of sales, compared to $8.1 million or 30.0% of sales for the first half of
1997.  The increase in gross margin primarily reflects changes in sales
mix and economies of scale realized with additional shipment volume.

Selling, General and Administrative Expense

As a result of greater sales volume, selling expense increased during the
period.  During the first half of 1998, selling expense amounted to $3.3
million or 11.0% of sales, compared to $3.1 million or 11.5% of sales for
the same period last year.  General and administrative expense remained
relatively stable at $2.6 million in 1998 and $2.5 million in 1997.

Other Income and Expense

With the Company's continued debt reduction, interest expense decreased
by $144,000 during the period.  Average interest rates were stable
throughout the period.  During the first six months of fiscal 1998, the
Company recognized $34,000 of other income from certain short-term
investments and patent licensing fees.



<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)


Income Taxes

The Company's effective income tax rate was 37.0% in 1998 and 28.0% in 1997,
compared to an applicable statutory income tax rate of approximately 40.0%.
Differences in the effective tax rate and statutory tax rate primarily
reflect decreases in the deferred tax asset valuation allowance relating
to certain net operating loss carryforwards.

Risk Factors That May Affect Future Results

The Company's results of operations may be affected in the future by a
variety of factors including:  competitive pricing pressures, new product
offerings by the Company and it's competitors, new technologies, product
cost changes, changes in the overall economic climate, availability of raw
materials, and product mix.  In 1998, management expects approximately
50.0% of the Company's sales will be to customers in the telecommunication
industry.  Accordingly, any significant change in the telecommunication
industry's activity level would have a direct impact on the Company's
performance.

Liquidity, Capital Resources and Financial Condition

The Company has a $6.0 million line of credit with PNC Bank of Erie,
Pennsylvania (the "Bank").  The revolving credit line is collateralized
by substantially all of the Company's tangible and intangible property,
with interest rates on borrowings at or below the Bank's prevailing prime
rate.  At May 31, 1998, there were no borrowings outstanding under this
financing arrangement.  The current line of credit agreement expires
April 30, 2000.

The Company's wholly-owned foreign subsidiary maintains unsecured Deutsche
Mark lines of credit with several German financial institutions aggregating
$1.7 million (3.0 million DM).  At  May 31, 1998, there were no outstanding
borrowings under these lines of credit.  Future borrowings, if any, under
the lines of credit will bear interest at rates below the prevailing prime
rate and will be payable upon demand.

The Company's liquidity continued to improve during the period.  At May 31,
1998, the Company had net working capital of $19.5 million, compared to
$16.9 million at November 30, 1997.  The Company's current ratio also
improved during the first six months of fiscal 1998, with current assets
at 4.51 times current liabilities at May 31, 1998, compared to 3.83 at
November 30, 1997.

During the first half of 1998, the Company's cash expenditures for property,
plant and equipment amounted to $1.2 million.  These capital expenditures
primarily related to manufacturing equipment for the Company's new
dielectric resonators and bandpass filters product offerings and facility
expansion at the Company's Control Products Division.  During the first
six months of 1998, the Company also repaid $310,000 of bank indebtedness.


<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)

      
Current financial resources, including working capital and existing lines
of credit, and anticipated funds from operations are expected to be
sufficient to meet cash requirements throughout 1998, including scheduled
long-term debt repayment and planned capital expenditures.  There can be no
assurance, however, that unplanned capital replacement or other future
events will not require the Company to seek additional debt or equity
financing and , if so required, that it will be available on terms
acceptable to the Company.

In April, 1998, the Company acquired substantially all of the assets of
Republic Electronics Corp., a manufacturer of subminiature ceramic
capacitors used in telecommunications and microwave (high frequency)
applications.  The assets acquired included inventories, equipment,
tooling, manufacturing documentation, engineering drawings, customer
information, proprietary technology and know-how.  The cash purchase
price of approximately $1.2 million was paid from available cash resources.

The Company's operating cash flow was strong during the period, with net
cash provided by operations of $3.9 million in 1998 and $3.5 million in
1997.  In 1997, the Company substantially completed its planned reduction
of short-term and long-term bank indebtedness.  As a result, the Company's
cash position improved significantly during the first six months of 1998.
At May 31, 1998, the Company held $1.9 million of cash and cash equivalents,
compared to $196,000 at November 30, 1997.

Impact of Recently Issued Accounting Standards

In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 130, "Reporting and Disclosures about
Comprehensive Income" and No. 131, "Disclosures about Segments of an
Enterprise", which are effective for fiscal years beginning after
December 15, 1997.  The Company is currently evaluating the effects of
these new standards.

Impact of Year 2000 Issue

The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year.  As a result,
any of the Company's computer programs that have time-sensitive software
may recognize a date using "00" as the year 1900 rather than the year 2000.
This could result in a system failure or miscalculations causing disruptions
of operations, including among other things, a temporary inability to
process transactions, prepare invoices, or engage in similar normal business
activities.


<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)

The Company has completed an assessment and determined that it will have
to modify or replace portions of its software so that its computer systems
will function properly with respect to dates in the year 2000 and
thereafter.  In addition, the Company has initiated formal communications
with its significant suppliers and customers to determine the extent to
which the Company's interface systems are vulnerable to those third parties'
failure to remediate their own Year 2000 Issues.  Based upon this
communication and assessment, management anticipates that its total
Year 2000 project costs will not be material.

The total project is expected to be completed on or before December 31, 1998.
The Company believes that with modifications to existing software and
conversions to new software, the Year 2000 Issues will not pose significant
operational problems for its computer systems.  However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the
Company.

The costs of the project and the date on which the Company believes it will
complete the Year 2000 modifications are based on management's best
estimates, which were derived utilizing numerous assumptions of future
events, including the continued availability of certain resources and other
factors.  However, there can be no guarantee that these estimates will be
achieved and actual results could differ materially from those anticipated.
Specific factors that might cause such material differences include, but
are not limited to, the availability and cost of personnel trained in this
area, the ability to locate and correct all relevant computer codes, and
similar uncertainties.



<PAGE>
PART II - OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K

		   
    (a) None

    (b) No reports on Form 8-K were filed during the quarter for which
        this report is filed.



<PAGE>
                                   SIGNATURE



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



                                              SPECTRUM CONTROL, INC.
                                                   (Registrant)



Date:  June 26, 1998                   By:        /s/ John P. Freeman
                                            John P. Freeman, Vice President
                                              and Chief Financial Officer
                                               (Principal Accounting and 
                                                   Financial Officer)