SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q


           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended September 30, 1998

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                        Commission File Number: 000-23309


                               LINC CAPITAL, INC.
             (Exact name of registrant as specified in its charter)



                    Delaware                         06-0850149
          (State or other jurisdiction of         (I.R.S. Employer
          incorporation or organization)         Identification No.)

         303 East Wacker Drive, Suite 1000,
                 Chicago, Illinois                      60601
       (Address of principal executive offices)      (Zip Code)


                                 (312) 946-1000
              (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  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes |X| No |_|


At November 12, 1998,  5,183,688  shares of the  Registrant's  Common Stock were
outstanding.







<PAGE>






                               LINC CAPITAL, INC.

                               TABLE OF CONTENTS
                                                                            Page
PART I.                      FINANCIAL INFORMATION

   Item 1.    Financial Statements:
              Consolidated Statements of Operations -
                Three  and nine  months  ended  September  30,  1997
                            and 1998(unaudited)................................3
              Consolidated Balance Sheets -
                December 31, 1997 and September 30, 1998 (unaudited)...........4
              Consolidated Statements of Cash Flows -
                Three  and nine  months  ended  September 30, 1997 and
                      1998(unaudited)..........................................5
              Notes to Consolidated Financial Statements.......................7

   Item 2.    Management's Discussion and Analysis of Financial
                Condition and Results of Operations...........................15

PART II.                       OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K...................................22

SIGNATURES      ..............................................................23


<PAGE>


PART I - FINANCIAL INFORMATION
LINC Capital, Inc. and Subsidiaries
Consolidated Statements of Operations (Unaudited)
(Dollars in thousands, except per share data)

                                            Three months ended Nine months ended
                                                September 30,     September 30,
                                                   --------          --------
                                                1997     1998     1997     1998
                                                ----     ----     ----     ----
Net Revenues:
   Sales of equipment..........................$5,900    8,425   16,152   23,225
   Cost of equipment sold...................... 4,791    6,861   13,013   18,958
                                                -----    -----   ------   ------
   Gross profit from sales of equipment........ 1,109    1,564    3,139    4,267
   Rental and operating lease revenue.......... 1,870    2,274    5,034    6,988
   Direct finance lease income................. 1,728    3,580    4,326    8,848
   Fee income..................................   252      937    1,041    1,531
   Gain on sale of lease financing
      receivables..............................   --     3,251      --     6,839
   Gain on remarketing of leased equipment.....   120      678      397    1,465
   Gain on equity participation rights.........    20    1,131      117    3,809
   Interest income.............................   228      543      566    1,347
   Other income................................   159      429      459      950
                                                -----   ------   ------   ------
           Total net revenues.................. 5,486   14,387   15,079   36,044
                                                -----   ------   ------   ------
Expenses:
   Selling, general and administrative......... 2,207    5,685    6,149   13,473
   Interest.................................... 1,188    2,736    3,032    6,772
   Depreciation of equipment under rental
      agreements and operating leases.......... 1,022    1,606    2,880    4,508
   Goodwill amortization.......................    26      102       47      169
   Provision for credit losses.................   230    1,435      709    3,762
                                                -----   ------   ------   ------
           Total expenses...................... 4,673   11,564   12,817   28,684
                                                -----   ------   ------   ------
Income from continuing operations before
   income taxes and minority interest..........   813    2,823    2,262    7,360
Income tax expense.............................   333    1,148      867    2,923
                                                  ---    -----      ---    -----
Income from continuing operations before
   minority interest...........................   480    1,675    1,395    4,437
Minority interest..............................   --       --       (13)     --
                                                 ----    -----    ------    ----
Net income from continuing operations..........   480    1,675    1,382    4,437
Discontinued operations:
   Loss from  discontinued operations, net of
   income tax benefit for the three months
   ended September 30,1997 of $222, and the
   nine months ended September 30, 1997 of $206  (347)     --      (402)     --
                                                 =====   =====     =====    ====
Net income.....................................  $133    1,675      980    4,437
                                                 ====    =====     =====   =====

Per common share:
   Net income from continuing operations
           Basic............................    $0.15     0.32     0.45     0.86
           Diluted..........................    $0.15     0.31     0.44     0.83
   Net income
           Basic............................    $0.04     0.32     0.32     0.86
           Diluted..........................    $0.04     0.31     0.31     0.83


          See accompanying notes to consolidated financial statements.
<PAGE>
LINC Capital, Inc. and Subsidiaries
Consolidated Balance Sheets (Unaudited)
(Dollars in thousands, except per share data)


                                                           December    September
                                                              31,          30,
                                                         ------------   --------
             ASSETS                                         1997         1998
             ------                                         ----         ----

Net investment in direct finance leases and loans.....      $67,264     100,112
Equipment held for rental and operating leases, net...       22,007      24,352
Accounts receivable...................................        6,583       7,999
Securitization residual interest......................        3,017      19,486
Other assets..........................................        8,210      15,471
Goodwill..............................................        1,896       8,822
Cash and cash equivalents.............................          --        6,493
                                                           --------     --------
        Total assets..................................     $108,977     182,735
                                                           ========     =======

            LIABILITIES AND STOCKHOLDERS' EQUITY
            ------------------------------------

Senior credit facility and other senior notes payable..     $38,117      85,446
Recourse debt..........................................       2,955       7,367
Nonrecourse debt.......................................      17,951      14,555
Accounts payable.......................................       2,985       9,749
Accrued expenses.......................................       2,905       7,495
Customer holdbacks.....................................       1,738       9,292
Subordinated debentures................................       5,386       5,612
Deferred income taxes..................................         236       1,624
                                                            -------       -----
        Total liabilities..............................     $72,273     141,140
                                                            -------     -------
Stockholders' equity:

   Preferred stock, $0.01 par value, 1,000,000
    shares authorized; none outstanding................        --           --
   Common stock $0.001 par value, 15,000,000
    shares authorized; 5,199,591 and 5,249,591
    shares issued; 5,133,688 and 5,183,688 outstanding.          5            5
   Additional paid-in capital..........................     28,840       29,567
   Deferred compensation from issuance of options......       (171)        (135)
   Stock note receivable...............................       (511)        (182)
   Treasury stock, at cost; 65,903 shares..............       (287)        (287)
   Retained earnings...................................      7,902       12,339
   Accumulated other comprehensive income..............        926          288
                                                            ------       ------
        Total stockholders' equity.....................     36,704       41,595
                                                          --------      -------
Total liabilities and stockholders' equity.............   $108,977      182,735
                                                          ========      =======


         See accompanying notes to consolidated financial statements.


<PAGE>


LINC Capital, Inc. and Subsidiaries
Consolidated Cash Flow Statements (Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>

                                                                      Three months ended      Nine months ended
                                                                         September 30,          September 30,
                                                                           --------               --------
                                                                       1997        1998       1997        1998
                                                                       ----        ----       ----        ----
<S>                                                                 <C>         <C>        <C>        <C>
Cash flows from operating activities:
  Net income....................................................       $133       1,675        980       4,437
    Adjustments to reconcile net income to net cash
     provided by continuing operations
       Net loss from discontinued operations....................        347         --         402         --
       Depreciation and amortization ...........................      1,280       1,835      3,213       4,999
       Direct finance lease income..............................     (1,728)     (3,580)    (4,326)     (8,848)
       Payments on direct finance leases .......................      7,622      18,407     17,461      46,643
       Deferred income taxes ...................................        196         367        660       1,388
       Provision for credit losses..............................        230       1,435        709       3,762
       Gain on sale of lease financing receivables .............        --       (3,251)       --       (6,839)
       Gain on equity participation rights......................        (20)     (1,131)      (117)     (3,809)
       Amortization of discount.................................        113          78        237         226
       Deferred compensation ...................................        --           11        --           36
       Minority interest .......................................        --          --         202         --
    Changes in assets and liabilities
       Increase in receivables..................................     (1,841)       (897)    (2,567)     (2,535)
         Increase in other assets ..............................     (1,960)        125     (2,593)     (6,262)
       Increase (decrease) in accounts payable..................       (402)      2,559       (952)      4,221
       Increase in accrued expenses ............................      1,028       1,554        594       2,100
       Increase (decrease) in customer holdbacks ...............         43       1,868       (603)      7,554
                                                                     ------      ------       ----      ------
Cash provided by continuing operations .........................      5,041      21,055     13,300      47,073
  Cash flows from discontinued operations.......................      4,503         --      12,354         --
                                                                      -----      ------      -----      ------
Cash provided by operating activities...........................      9,544      21,055     25,654      47,073
                                                                      -----      ------     ------      ------

Cash flows from investing activities:
  Cost of equipment acquired for lease and rental ..............    (15,086)    (69,939)   (37,870)   (184,970)
  Fixed assets purchased .......................................       (277)       (312)      (780)       (780)
  Cash used in acquisitions, net of cash acquired ..............        --          --          --      (39,180)
  Receipts on securitization residual interest..................        --        3,956         --        5,781
  Proceeds from sale of investments ............................         20       1,131        117        3,809
                                                                    -------     --------   --------    ---------
Net cash used in investing activities ..........................    (15,343)    (65,164)   (38,533)    (215,340)
                                                                    -------     --------   -------     ---------
</TABLE>

           See accompanying notes to consolidated financial statements.


<PAGE>


LINC Capital, Inc. and Subsidiaries
Consolidated Cash Flow Statements (Unaudited) - (Continued)
(Dollars in thousands)

<TABLE>
<CAPTION>

                                                                      Three months ended      Nine months ended
                                                                         September 30,         September 30,
                                                                           --------               --------

                                                                       1997        1998       1997        1998
                                                                       ----        ----       ----        ----
<S>                                                                  <C>          <C>        <C>         <C>
Cash flows from financing activities:
   Net increase (decrease) in notes payable.....................     (2,774)      (5,000)     14,776      44,650
   Proceeds from recourse and nonrecourse debt..................     12,069          --       12,069       4,697
   Repayment of recourse and nonrecourse debt...................       (397)      (7,357)     (2,878)    (19,834)
   Proceeds from sales of lease financing receivables,
     net of securitization residual interest....................        --        57,076        --       144,918
   Purchase of stock ...........................................        --         --            (17)        --
   Sale of stock ...............................................         21        --            127         --
   Proceeds from stock notes receivable ........................        --         --          --            329
   Payment of notes from discontinued operations................     (3,120)       --        (11,198)        --
                                                                     ------      -------     --------    -------
Net cash provided by financing activities.......................      5,799       44,719      12,879     174,760
                                                                     ------      -------      ------     -------

Net increase in cash............................................        --           610        --         6,493
Cash at beginning of period ....................................        --         5,883        --          --
                                                                      =====        =====       =====       =====

Cash at end of period ..........................................       $--         6,493        --         6,493
                                                                     ======        =====       =====       =====

Supplemental disclosures of cash flow information:
   Interest paid ...............................................     $1,297        2,582       3,141       6,320
   Income taxes paid ...........................................     $  --            15          70         863
</TABLE>

           See accompanying notes to consolidated financial statements.


<PAGE>



LINC Capital Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)

(1)  The  Company

     LINC Capital, Inc. (the "Company") is a finance company specializing in the
origination,  acquisition,  securitization and servicing of equipment leases and
in  the  rental  and  distribution  of  analytical  instruments.  The  Company's
principal businesses are (i) the direct origination of leases to emerging growth
companies primarily serving the healthcare and information technology industries
("Select  Growth  Leasing"  activities),  (ii) the  acquisition and financing of
lease  portfolios  originated  by other lessors and the  acquisition  of leasing
companies  ("Portfolio Finance & Lessor  Acquisition"  activities) and (iii) the
rental and  distribution  of  analytical  instruments  to companies  serving the
environmental,    chemical,    pharmaceutical   and   biotechnology   industries
("Instrument Rental and Distribution" activities).

(2)  Significant Accounting Policies

     Basis  of  Presentation

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance  with generally  accepted  accounting  principles and the
rules and  regulations  of the  Securities  and Exchange  Commission for interim
financial statements.  Accordingly, the interim statements do not include all of
the information and disclosures required for annual financial statements. In the
opinion of the  Company's  management,  all  adjustments  (consisting  solely of
adjustments of a normal recurring  nature)  necessary for a fair presentation of
these  interim   results  have  been   included.   Inter-company   accounts  and
transactions  have  been  eliminated.  For  further  information,  refer  to the
consolidated  financial  statements and notes thereto  included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1997. The results for
the  three-month  and  nine-month  periods  ended  September  30,  1998  are not
necessarily  indicative  of the results  that may be expected  for the full year
ending December 31, 1998.

     The balance  sheet at December  31, 1997 has been  derived from the audited
financial  statements  included in the Company's  Annual Report on Form 10-K for
the year ended December 31, 1997.

     Earnings Per Share

     Earnings per share  amounts have been  determined  in  accordance  with the
provisions  of SFAS No. 128 and  reflect  the  application  of Staff  Accounting
Bulletin  No. 98 issued by the  Securities  and  Exchange  Commission  effective
February 3, 1998.  SFAS No. 128  replaced the  calculation  of primary and fully
diluted  earnings per share with basic and diluted  earnings  per share.  Unlike
primary  earnings  per share,  basic  earnings  per share  excludes any dilutive
effect of options.  Diluted earnings per share is very similar to the previously
reported  fully diluted  earnings per share.  All earnings per share amounts for
all  periods  have been  presented  and  restated to conform to the SFAS No. 128
requirements. See note 9.

     Reclassifications

     Certain  reclassifications  have been made to the 1997 financial statements
to conform to the 1998 presentation.

(3)  Acquisitions

     Effective  January 31, 1998, the Company  purchased all of the  outstanding
common stock of Comstock Leasing,  Inc., a small-ticket  lessor  specializing in
office-based information technology equipment. Additionally, effective March 31,
1998,  the Company  acquired the assets of Monex  Leasing,  Ltd., a  Texas-based
lessor of  telecommunications,  business,  and other  equipment.  The  aggregate
consideration for these two acquisitions  included  $2,699,000 in cash payments,
net of cash  acquired,  $2,678,000 in  installment  notes,  50,000 shares of the
Company's common stock valued at approximately  $725,000,  and future contingent
payments of up to $3,900,000  in cash and 48,528 shares of the Company's  common
stock.  The fair  value of  assets  purchased  and  liabilities  assumed  in the
acquisitions were $30,389,000 and $25,864,000,  respectively.  Both acquisitions
have been accounted for using the purchase  method of accounting and the results
of operations of the acquired  businesses have been included in the consolidated
financial  statements since the dates of acquisition.  These acquisitions had no
significant  impact on results of operations for the nine months ended September
30, 1998.

     Effective  June 30, 1998,  the Company  acquired the assets and business of
Spectra  Precision  Credit Corp.  (Spectra),  the finance  subsidiary of Spectra
Precision,  Inc. Spectra  Precision,  Inc. is an  international  manufacturer of
laser-based  leveling  and  alignment  instruments,   machine  control  systems,
surveying  instruments and software.  Spectra provides leasing,  financing,  and
rental  services  to direct  sales  offices and  dealer/distributors  of Spectra
Precision's  products.  The  consideration  paid  was  $39,939,000,  net of cash
acquired, including the assumption of $3,458,000 of Spectra's liabilities,  plus
future  contingent  consideration of up to $3,500,000.  The fair value of assets
purchased in the acquisition was $35,829,000. The acquisition has been accounted
for using the purchase method of accounting and the results of operations of the
acquired  business has been included in the  consolidated  financial  statements
since the date of acquisition.

     The following  unaudited pro forma  consolidated  results of operations for
the nine  months  ended  September  30,  1997 and 1998 are  presented  as if the
Spectra acquisition had been made at the beginning of each period presented. The
unaudited  pro forma  information  is not  necessarily  indicative of either the
results of operations that would have occurred had the purchase been made during
the periods presented or the future results of the combined operations.
                                                                           
                                                             Pro Forma
                                                 Nine months ended September 30,
                                                  1997                   1998
                                                  ----                   ----
                                                        (In thousands,
                                                   except per share amounts)

Pro forma net revenues......................       $18,502           $38,620
Pro forma net income from continuing
 operations.................................         1,638             4,247
Pro forma net income from continuing
 operations per common share
   Basic....................................         $0.53             $0.82
   Diluted..................................         $0.52             $0.79



<PAGE>


(4)  Net Investment in Direct Finance Leases and Loans

     Net investment in direct finance leases and loans is as follows:

                                                  December 31,  September 30,
                                                      1997           1998
                                                 -------------  -------------
                                                        (In thousands)

Lease and loan contracts receivable in
   installments .........................          $ 78,036      $116,026
Estimated residual value of leased
   equipment .............................            4,677         7,257
Unearned income ...........................         (13,276)      (19,806)
Allowance for doubtful receivables .......           (2,173)       (3,365)
                                                   ---------     ---------
Net investment ...........................         $ 67,264      $100,112
                                                   =========     =========

At September 30, 1998 future lease and loan contract  payments to be received on
direct finance leases and loans are as follows:


                                                         Amount
                                                       ------------
                                 (In thousands)
         Year Ending December 31,
              1998...................................   $ 16,614
              1999...................................     37,639
              2000...................................     29,751
              2001...................................     19,906
              2002 and thereafter....................     12,116
                                                       ------------
         Future lease contract payments..............   $116,026
                                                       ============

     At September  30, 1998 certain  future lease  contract  payments  have been
assigned to financial institutions (note 8).

(5)  Equipment Held for Rental and Operating Leases, Net

     The net book value of equipment held for rental and operating  leases is as
follows:

                                              December 31,   September 30,
                                             -------------   -------------
                                                  1997          1998
                                                ---------     --------
                                                    (In thousands)
    Equipment under operating leases.........    $ 6,649      $ 5,509
    Equipment under rental agreements........     15,358       18,843
                                                --------     --------
    Net book value...........................    $22,007      $24,352
                                                =========    =========

     The  book  values  presented  in the  above  table  are net of  accumulated
depreciation  of  $7,067,000,  and $8,269,000 at December 31, 1997 and September
30, 1998, respectively. Equipment under rental agreements is comprised primarily
of analytical instruments.

     At September 30, 1998 future contract  payments to be received on operating
leases are as follows:

                                                           Amount
                                                         ----------
                                                        (In thousands)
         Year Ending December 31,
              1998...................................      $  645
              1999...................................       2,391
              2000...................................       1,226
              2001...................................         563
              2002 and thereafter....................         452
                                                       ------------
         Future contract lease payments to be received     $5,277
                                                       ============

     At September 30, 1998 certain future  contract  payments have been assigned
to financial institutions (note 8).

(6)  Securitization Facility

     Under  the  Company's   securitization  facility,  the  Company  sells  and
transfers a pool of leases to a wholly-owned, bankruptcy remote, special purpose
subsidiary  established for the purpose of purchasing the Company's leases. This
subsidiary in turn simultaneously sells and transfers its interest in the leases
to a bank conduit facility which issues securities to investors.  The securities
are collateralized by an undivided interest in the leases, the leased equipment,
and certain  collateral  accounts.  A securitization  is treated as a sale and a
gain  on  sale  of  lease   financing   receivables   is  recognized   upon  the
securitization.  The difference between the aggregate  principal balance and the
proceeds received, net of an allowance for doubtful receivables, is reflected on
the balance  sheet as the  securitization  residual  interest.  A portion of the
proceeds from the sale of leases is required to be held in a separate restricted
account as collateral for the leases sold. This amount is recorded as restricted
cash and included in other assets on the balance sheet at September 30, 1998.

     During  September  1998, the Company  securitized  leases with a book value
$51,335,000.  Year to date, the Company has securitized leases with a book value
of $135,990,000. These amounts are net of bad debt reserves, customer holdbacks,
and interests in the  securitization  retained by the Company of $6,125,000  and
$15,682,000,  for the three  months and nine months  ended  September  30, 1998,
respectively.  In connection with its securitization of lease  receivables,  the
Company  realized  a gain on sale of  lease  receivables  of  $3,251,000  in the
quarter  ended  September  30,  1998  and  year to date  has  realized  gains of
$6,839,000.


<PAGE>


(7)  Loss Experience and Reserves

     The following table sets forth the amount of  delinquencies as a percentage
of Gross Contract  Balance of leases and loans  included in the Company's  owned
and securitized  lease portfolio as of the period  indicated and net charge-offs
as a percentage of the  Company's  remaining  net  investment in direct  finance
leases and loans as of the end of the period indicated.  Additionally, the table
sets forth loss reserves  provided for on the Gross Contract  Balance as well as
holdback  reserves  on  portfolio  acquisitions  as of  December  31,  1997  and
September 30,1998.
                                                      December 31, September 30,
                                                          1997          1998
                                                      ------------   ----------
                                                             (In thousands)
Select Growth:
      Gross Contract Balance......................      $56,654       $70,681

      31 - 60 days past due.......................        11.31%         2.84%
      61 - 90 days past due.......................         0.00%         2.11%
      Over 90 days past due.......................         0.00%         1.92%

Portfolio Finance:
      Gross Contract Balance......................      $31,630      $127,669

      31 - 60 days past due.......................         0.39%         1.66%
      61 - 90 days past due.......................         0.18%         1.06%
      Over 90 days past due.......................         0.02%         0.10%

Small Ticket and Vendor:
      Gross Contract Balance......................       $9,352       $93,512

      31 - 60 days past due.......................        11.70%         1.57%
      61 - 90 days past due.......................         5.76%         0.61%
      Over 90 days past due.......................         9.98%         0.33%

Totals:
      Gross Contract Balance......................      $97,636      $291,862

      31 - 60 days past due.......................         7.81%         1.92%
      61 - 90 days past due.......................         0.61%         1.17%
      Over 90 days past due.......................         0.96%         0.61%

Average net investment in leases and loans owned
 & managed........................................      $58,234      $174,611
Net charge-offs...................................          171         1,922
Net charge-off percentage.........................         0.29%         1.10%

Allowance for doubtful receivables included in:
  Net investment in direct finance leases and loans      $2,173        $3,365
  Securitization residual interest                          328         1,899
  Holdback reserves on portfolio
     acquisitions                                           603         4,871
                                                      ----------    ----------
Total allowance and holdbacks                            $3,104       $10,135
                                                      ==========    ==========

     The decrease in  delinquencies as a percentage of Gross Contract Balance at
September 30, 1998 from year end is  attributable  to improvement in collections
and  charge-offs  taken on certain  delinquent  Select  Growth leases during the
second quarter.  The Company recovered the assets related to three Select Growth
leases  during the second  quarter and either sold the assets or wrote them down
to net realizable value.  Charge-offs for these accounts totaled $1,456,000 on a
net investment of $5,799,000.

(8)  Debt

     Notes Payable

     Notes payable to banks and others were as follows:

                                                      December 31, September 30,
                                                         1997           1998
                                                      ------------   ----------
                                                              (In thousands)
   Senior credit facility..................              $35,850       $80,500
   Other...................................                2,267         4,946
                                                        --------      --------
                                                         $38,117       $85,446
        Total..............................             ========      ========

     At December 31, 1997 and  September  30, 1998,  the Company  along with its
divisions LINC Quantum Analytics and LINC Capital Partners,  ("the  Borrowers"),
had  available  a senior  credit  facility  in the  amount of  $100,000,000  and
$125,000,000,  respectively,  of which $35,850,000,  and $80,500,000 at December
31,  1997  and  September  30,  1998,   respectively,   was   outstanding.   The
weighted-average  interest  rate on the senior  credit  facility at December 31,
1997 and September 30, 1998 was 7.32% and 7.03%, respectively.  In October 1998,
the  facility  was amended and  increased  to  $155,000,000.  The  facility,  as
amended, provides for interest at LIBOR plus 1.25% to 1.75% or, at the Company's
option,  prime  plus up to 0.25% or the CD rate or Fed Funds  rate plus 1.30% to
1.80% with the precise rate dependent on certain  leverage tests.  Additionally,
the facility calls for the Company to pay a quarterly commitment fee of 0.25% on
the unused daily balance below 25% of the facility and 0.50% on the unused daily
balance above 25% of the facility.  The facility is secured by substantially all
of the  assets  of the  borrowers  and is  used  by  the  borrowers  to  finance
acquisition  of equipment  pending  completion  of permanent  financing  and for
normal working capital purposes.  The facility matures October 31, 1999 at which
point in time the  remaining  balance of the facility may be converted to a term
loan maturing October 31, 2001.

     Recourse and Nonrecourse Debt

     The Company  permanently  finances leases with financial  institutions,  on
either a nonrecourse  and/or partial  recourse  basis.  In connection with these
financings, the Company receives a cash payment equal to the discounted value of
the future rentals less, in certain  cases,  a holdback or cash reserve.  In the
event of default by a lessee  under a lease which has been  assigned to a lender
under  these  financings,  the  lender  has  recourse  to the  lessee and to the
underlying  leased equipment but no recourse to the Company except to the extent
of the recourse portion of the financing.




<PAGE>


        At September  30, 1998 the future  principal  maturities of recourse and
nonrecourse debt are as follows:

                                                      Amount
                                                   -------------
                                                  (In thousands)
    Year Ending December 31,
         1998...................................       $2,945
         1999...................................        9,130
         2000...................................        5,842
         2001...................................        3,136
         2002 and thereafter....................          869
                                                   -------------
    Total recourse and nonrecourse
       discounted lease rentals.................      $21,922
                                                   =============

(9)    Earnings per Share

     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings per share from continuing operations.
<TABLE>
<CAPTION>

                                                           Three months ended September          Nine months ended September
                                                                        30,                                  30,
                                                          --------------------------------      -------------------------------
                                                              1997              1998                1997              1998
                                                          -------------    ---------------      -------------     -------------
                                                                         (In thousands, except per share data)
<S>                                                       <C>              <C>                  <C>               <C>
Numerator for basic and diluted earnings
      per share from continuing operations
         Net income from continuing operations            $    480,000     $    1,675,000       $  1,382,000      $  4,437,000
                                                          -------------    ---------------      -------------     -------------
Denominator for basic earnings per share
         Weighted average shares                             3,307,118          5,183,688          3,069,244         5,167,204
         Effect of dilutive stock options                        3,055            166,062             68,449           190,015
                                                          -------------    ---------------      -------------     -------------
Denominator for diluted earning per    share
         Adjusted weighted average shares                    3,310,173          5,349,750          3,137,693         5,357,219
                                                          -------------    ---------------      -------------     -------------
Net income from continuing operations:
         Basic earnings per share                         $        .15     $          .32       $        .45      $        .86
                                                          =============
                                                                           ===============      =============     =============
         Diluted earnings per share                       $        .15     $          .31       $        .44      $        .83
                                                          =============    ===============      =============     =============
</TABLE>


(10) Comprehensive Income

     Effective  January 1, 1998,  the Company  adopted SFAS No. 130,  "Reporting
Comprehensive  Income." SFAS No. 130 establishes standards for the reporting and
presentation of comprehensive  income and its components in financial statements
by requiring minimum pension liability  adjustments,  unrealized gains or losses
on available-for-sale  securities and foreign currency translation  adjustments,
which prior to adoption were reported separately in shareholders'  equity, to be
included in other comprehensive earnings.


<PAGE>


     The components of  comprehensive  income,  net of related tax, for the nine
months ended September 30, 1997 and 1998 are as follows:

                                            Nine months ended September 30,
                                            ------------------------------
                                              1997              1998
                                            ----------       ----------
                                                    (In thousands)
Net income ..............................      $ 980           $4,437
Other comprehensive income, net of tax:
   Unrealized holding gain (loss) arising
    during period net of reclassification
    adjustment for gains included
    in net income ........................       309             (522)
   Foreign currency translation
    adjustments ..........................       --              (116)

                                              ------           ------
Comprehensive income ....................     $1,289           $3,799
                                              ======           ======
     Accumulated other comprehensive  income (loss), net of tax, at December 31,
1997 and  September  30, 1998  consists of  unrealized  gains on  securities  of
$926,000 and $404,000 and accumulated  currency adjustment of $0 and $(116,000),
respectively.

(11) Segment Information

     The Company's  operations have been classified into two business  segments:
select  growth/portfolio  finance and instrument  rental and  distribution.  The
select  growth/portfolio  finance segment includes the Select Growth Leasing and
Portfolio  Finance & Lessor  Acquisition  activities.  The instrument rental and
distribution segment includes Instrument Rental & Distribution activities.
<TABLE>
<CAPTION>

                                                              Select Growth/        Instrument                           
                                                                 Portfolio           Rental &                            
                                                                  Finance          Distribution          Consolidated
                                                                  -------          ------------          ------------
                                                                                  (In thousands)
<S>                                                               <C>                <C>                   <C>
Nine months ended September 30, 1997
     Total net revenues....................................        $7,109             7,970                 15,079
     Depreciation and amortization expense.................           437             2,776                  3,213
     Total expenses........................................         5,562             7,255                 12,817
     Income from continuing operations before income taxes
        and minority interest..............................         1,547               715                  2,262
     Capital expenditures..................................        20,873            17,777                 38,650
     Total assets..........................................        68,983            22,900                 91,883

Nine months ended September 30, 1998
     Total net revenues....................................       $26,560             9,484                 36,044
     Depreciation and amortization expense.................         1,905             3,094                  4,999
     Total expenses........................................        20,900             7,784                 28,684
     Income from continuing operations before income taxes
        and minority interest..............................         5,660             1,700                  7,360
     Capital expenditures..................................       179,109             6,641                185,750
     Total assets..........................................       156,047            26,688                182,735
</TABLE>


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

Net Income

     Net income from continuing  operations  ("net income") for the three months
ended  September  30, 1998 was $1.7 million,  or $0.31 per diluted  common share
compared to  $480,000,  or $0.15 per  diluted  common  share for the  comparable
period in 1997. Net income for the nine months ended September 30, 1998 was $4.4
million or $0.83 per diluted  common share compared to $1.4 million or $0.44 per
diluted common share for the nine months ended  September 30, 1997. The increase
in net income in the three and nine months ended  September 30, 1998 compared to
the earlier period is primarily due to increased earnings from the completion of
securitizations,  gains recognized on the sale of equity  participation  rights,
and increased  earnings  contributions  from the Company's  Instrument  Rental &
Distribution activities.  New lease originations grew from $37.3 million for the
nine months ended September 30, 1997 to $170.3 million  (excluding leases funded
in connection with  acquisitions)  for the nine months ended September 30, 1998.
Interest expense  increased as a result of an increase in borrowings to fund new
lease originations,  and selling, general, and administrative expenses increased
as a result of three  acquisitions  and the building of the Company's  sales and
operations  organization.  Additionally,  the  provision  for doubtful  accounts
increased from 4.7% of net revenues for the nine months ended September 30, 1997
to 10.4% of net revenues for the comparable current year period.

Results of Continuing Operations

     Three  Months  ended  September  30, 1997  Compared to Three  Months  ended
September 30, 1998

     Income before taxes and minority  interest for the Company's  Select Growth
Leasing and Portfolio Finance & Lessor Acquisition activities increased $1.6
million for the three  months  ended  September  30, 1998 from $0.5  million for
September 30, 1997 to $2.1 million for  September 30, 1998.  Income before taxes
and  minority  interest  for the  Company's  Instrument  Rental  &  Distribution
activities  increased  from $0.3  million to $0.7  million for the three  months
ended September 30, 1998.

     Sales of analytical instruments increased from $5.9 million to $8.4 million
and costs of analytical  instruments  sold  increased  from $4.8 million to $6.9
million due to an increase in volume resulting from increased market penetration
and a promotional  trade-in  program offered by  Hewlett-Packard,  the Company's
largest  supplier.  Net margins on sales of analytical  instruments was 18.8% in
the 1997 period and 18.6% in the 1998 period.

     Rental and  operating  lease  revenue  increased  from $1.9 million to $2.3
million primarily due to acquisitions of portfolios of operating leases upon the
Company's re-entry into Portfolio Finance & Lessor Acquisition  activities after
the expiration of a non-compete agreement in September 1997.

     Direct finance lease income increased from $1.7 million to $3.6 million due
to a  substantially  higher  level  of  finance  lease  receivables  outstanding
resulting from the acquisitions of Comstock Leasing,  Monex Leasing, and Spectra
Precision  Credit Corp. and an increase in lease  originations  in the Company's
other leasing  businesses.  The average  finance lease  receivables  outstanding
increased 108%.


        Fee income, for the three-month  period,  increased from $0.3 million to
$0.9  million.  This  increase  was  attributable  to the  receipt  of  deferred
servicing fees relating to a third party lease portfolio serviced by the Company
and an increase in servicing  fees received in connection  with the servicing of
the securitized leases.

     During the third  quarter of 1998,  the Company  securitized  leases with a
book value of  $51.3.million,  net of reserve for  doubtful  accounts,  customer
holdbacks and retained securitization interest of $6,125,000. In connection with
the  securitization,  a gain on the sale of lease financing  receivables of $3.3
million was  realized.  No leases were  securitized  by the Company in the third
quarter of 1997.

     Gains on remarketing of leased equipment of $0.7 million were realized in
the three  months  ended  September  30, 1998  compared  to $0.1  million in the
comparable period in 1997. The increase resulted from increased lease maturities
in 1998.

     Gains of $1.1 million were realized  from the sale of equity  participation
rights  in  the  three  months  ended  September  30,  1998.   Gains  on  equity
participation  rights fluctuate based on the timing of the sale of the Company's
equity participation rights and their related value.

     Interest income  increased from $0.2 million to $0.5 million  primarily due
to an increase in interest-bearing  notes receivable and equipment loans held by
the Company.

     Other  income,  which  consists  primarily  of interim  rents  received  in
connection with Select Growth Leasing  activities and late fees,  increased from
$0.2  million to $0.4  million  primarily  due to the  increase in the volume of
Select Growth leases  originated by the Company and the  collection of late fees
on the Company's small ticket lease portfolio.

     Net  selling,  general  and  administrative  expenses  increased  from $2.2
million  to  $5.7  million  primarily  as a  result  of  additional  operations,
marketing and sales personnel associated with the Company's re-entry into
Portfolio Finance & Lessor Acquisition activities, the acquisitions completed in
the first and  second  quarter of 1998,  increased  business  activity,  and the
occurrence of certain expenses, including legal, consulting, and other expenses,
at higher levels than expected to occur during the balance of the year.

     Interest expense  increased from $1.2 million to $2.7 million due primarily
to an  increase  in average  borrowings.  The  increase  in  average  borrowings
resulted from increased lease originations and the acquisitions of businesses in
the first and second quarter.

     Depreciation  of  equipment,  increased  from $1.0 million to $1.6 million.
Such increase was  attributable  to a 35% increase in equipment  held for rental
and operating leases primarily  resulting from the acquisitions of portfolios of
operating leases referred to above.

         Goodwill  amortization  of $0.1 million  increased  over the prior year
period due to the three acquisitions completed in the first half of 1998.

     The provision for credit losses increased from $0.2 million to $1.4 million
due to a nearly five fold  increase in lease  originations  to $62.8 million for
the three months ended September 30, 1998.


<PAGE>



     The Company's effective tax rate was 40.7% for the three month period ended
September 30, 1998 compared to 41.0% in the same period of 1997.

      Nine  Months  ended  September  30, 1997  Compared  to Nine  Months  ended
September 30, 1998

     Income before taxes and minority interest for the Company's Select Growth
Leasing and Portfolio  Finance & Lessor  Acquisition  activities  increased $4.2
million from $1.5 million for the nine months ended  September  30, 1997 to $5.7
million in the nine months ended  September  30, 1998.  Income  before taxes and
minority   interest  for  the  Company's   Instrument  Rental  and  Distribution
activities increased from $0.7 million to $1.7 million in the current period.

     Sales of  analytical  instruments  increased  from  $16.2  million to $23.2
million and costs of analytical instruments sold increased from $13.0 million to
$19.0 million due to an increase in volume during the second and third  quarters
resulting from increased market  penetration and a promotional  trade-in program
offered by Hewlett-Packard, the Company's largest supplier. However, net margins
on sales of analytical  instruments  declined from 19.4% to 18.4% primarily as a
result of lower gross  margins on sale type leases  originated  in the Company's
Instrument Rental & Distribution activities during the first half of 1998.

         Rental and operating lease revenue  increased from $5.0 million to $7.0
million primarily due to acquisitions of portfolios of operating leases upon the
Company's re-entry into Portfolio Finance & Lessor Acquisition  activities after
the expiration of a non-compete agreement in September 1997.

     Direct  finance  lease  income more than  doubled from $4.3 million to $8.8
million as a result of a substantially higher level of finance lease receivables
outstanding due to the acquisitions and increase in lease originations.  Average
finance lease receivables outstanding increased 87%.

     Fee income  increased  from $1.0 million to $1.5 million due to the receipt
of deferred servicing fees relating to a third party lease portfolio serviced by
the Company and an increase in servicing  fees in the third quarter  received in
connection  with the  servicing of the  securitized  leases.  This  increase was
partially  offset by the decline in the number of leases serviced by the Company
for unrelated parties due to a non-compete agreement, which expired in September
1997.

     During  September  1998, the Company  securitized  leases with a book value
$51,335,000.  Year to date, the Company has securitized leases with a book value
of $135,990,000. These amounts are net of bad debt reserves, customer holdbacks,
and interests in the  securitization  retained by the Company of $6,125,000  and
$15,682,000,  for the three  months and nine months  ended  September  30, 1998,
respectively.  In connection with its securitization of lease  receivables,  the
Company  realized  a gain on sale of  lease  receivables  of  $3,251,000  in the
quarter  ended  September  30,  1998  and  year to date  has  realized  gains of
$6,839,000.

     Gains on remarketing of leased equipment of $1.5 million were realized in
the nine months ended September 30, 1998 compared to $0.4 million in the earlier
period.  The increase in gains from the comparable  period in 1997 resulted from
increased lease maturities in 1998.

     During 1998,  the Company  experienced  an increase in the value of certain
warrants held by the Company and consequently elected to sell a portion of these
warrants  realizing a gain of $3.8  million.  For the same  period in 1997,  the
Company  sold  certain  equity  participation  rights  realizing  a gain of $0.1
million.

     Interest  income  increased  from $0.6  million to $1.3  million  due to an
increase in  interest-bearing  notes  receivable and equipment loans held by the
Company.


<PAGE>



     Other  income,  which  consists  primarily  of interim  rents  received  in
connection with Select Growth Leasing  activities and late fees,  increased from
$0.5  million to $1.0  million  primarily  due to the  increase in the volume of
Select Growth leases  originated by the Company and the  collection of late fees
in connection with the Company's small ticket lease portfolio.

     Net  selling,  general  and  administrative  expenses  increased  from $6.1
million to $13.5  million.  This increase  primarily  resulted  from  additional
operations, marketing and sales personnel associated with the Company's re-entry
into  Portfolio  Finance & Lessor  Acquisition  activities,  three  acquisitions
completed in 1998,  increased business  activity,  and the occurrence of certain
expenses  during  the third  quarter,  including  legal,  consulting,  and other
expenses,  at higher  levels than  expected  to occur  during the balance of the
year.

     Interest expense  increased from $3.0 million to $6.8 million due primarily
to  increased  direct  finance  lease  originations  and  acquisitions  and  the
resulting increase in borrowings.

     Depreciation of equipment increased from $2.9 million to $4.5 million. Such
increase  was  attributable  to an  increase  in  equipment  held for rental and
operating  leases  primarily  resulting from the  acquisitions  of portfolios of
operating leases referred to above.

         Goodwill  amortization  of $0.2 million  increased  over the prior year
period due to the three acquisitions completed in the first half of 1998.

     The provision for credit losses increased from $0.7 million to $3.8 million
due to a  substantially  higher volume of new leases  originated.  The provision
also  increased in response to certain charge offs made in the second quarter of
1998.  Lease  fundings,  excluding  portfolios  acquired in connection  with the
Company's  acquisitions,  increased 357% over the comparable period in the prior
year.

         The  Company's  effective  tax rate was 39.7% for the nine month period
ended September 30, 1998 compared to 38.3% in the same period of 1997.

Liquidity and Capital Resources

     General

     The Company's  activities  are capital  intensive  and require  access to a
substantial amount of credit to fund new equipment leases. The Company funds its
operations  primarily  through cash flow from  operations,  borrowings under the
Senior Credit  Facility,  proceeds from  securitizations,  and  non-recourse and
recourse  loans.  The Company  will  continue to require  access to  significant
additional  capital to maintain and expand its volume of leases  originated  and
portfolio  of rental  equipment as well as fund its  Portfolio  Finance & Lessor
Acquisition activities. The Company believes that cash flow from its operations,
net proceeds from securitization  transactions and other borrowings, and amounts
available  under its  Senior  Credit  Facility  will be  sufficient  to fund the
Company's operations for the foreseeable future.

     Cash Flow

     Cash flows from operating and financing  activities  provided by continuing
operations  are generated  primarily  from receipts on direct finance leases and
rentals  of  analytical  instruments,  gross  profit  on the sale of  analytical
instruments,  realization  of  residual  values,  the  financing  of  new  lease
originations and rental inventory, and securitizations. Cash flows from such
activities  increased from $37.3 million for the nine months ended September 30,
1997 to $221.5  million  for the nine  months  ended  September  30,  1998.  The
increase resulted primarily from the growth in the Company's Portfolio Finance &
Lessor Acquisition activities and the securitizations completed in 1998.

     Credit Facilities

     As of  September  30,  1998,  the Company had $125  million  available  for
borrowing   under  its  Senior  Credit  Facility  of  which  $80.5  million  was
outstanding.  In October  1998,  the facility was amended and  increased to $155
million.  The  amended  facility  provides  for  interest at LIBOR plus 1.25% to
1.75%,  prime rate plus up to 0.25%, or the CD rate or Fed Funds rate plus 1.30%
to 1.80% depending on certain leverage tests, and matures on October 31, 1999.

     In 1997, the Company entered into a  Securitization  Facility in an initial
amount of $60 million. In accordance with the terms of the facility, the Company
increased  the facility to $100 million  during the second  quarter of 1998.  In
August 1998, the facility was increased to $150 million.  At September 30, 1998,
$142.0  million  of the  facility  was  utilized.  The  Securitization  Facility
provides  for an interest  rate which is 0.55% in excess of 30 day LIBOR and may
be converted  into an  amortizing  term  facility at any time.  The terms of the
facility  permits  the   securitization  of  substantially  all  of  the  leases
originated in the Company's  Portfolio Finance & Lessor  Acquisition  activities
and  Instrument  Rental &  Distribution  activities  as well as the  substantial
majority  of the  leases  originated  in the  Company's  Select  Growth  Leasing
activities.

Year 2000 Compliance

         Year 2000  compliance  refers to the ability of computer  hardware  and
software to respond to the  problems  posed by the fact that  computer  programs
have  traditionally been written using two digits rather than four to define the
applicable year. As a consequence, unless modified, computer systems will not be
able to  differentiate  between the year 2000 and 1999.  Failure to address this
problem could result in system  failures and the  generation of erroneous  data.
The  Company  believes  that its  information  technology  systems are year 2000
compliant  except for certain of the systems of the companies  acquired in 1998.
As part of its  integration  strategy,  the Company is currently  converting the
information of the non-compliant  information technology systems of the acquired
companies  onto its own systems.  The Company also has several  non-IT  systems,
including voice mail and phone systems,  which use dates electronically that are
being reviewed for compliance. The Company expects to have all systems year 2000
compliant  by the  end of the  first  quarter  of 1999  and  plans  to  complete
comprehensive,  full system  testing in the second  quarter of 1999. The Company
believes that significant  third parties in which the Company conducts  business
with, including parties to the Company's credit facilities,  are or will be year
2000 compliant by January 1, 1999.

         The Company has not prepared  estimates of costs for the  correction of
year 2000 issues.  Based on  information  available at this time,  including the
year 2000  compliance  status of information  technology  systems as well as the
anticipated  replacement costs for non-compliant  systems,  the Company does not
believe  that the cost  will have a  material  adverse  effect on the  Company's
results of operations or financial condition. However, there can be no assurance
of unforeseen  problems in its own computer systems or computer systems of third
parties with which the Company conducts  business.  Such problems,  depending on
the extent and nature,  could  materially  and  adversely  effect the  Company's
operations  and financial  condition.  Based on its  assessment of the year 2000
issue to date, the Company has not developed a contingency  plan.  However,  the
Company  continues  to evaluate the impact of year 2000 issues and will create a
contingency plan if considered warranted.


Recently Issued Accounting Pronouncements

     SFAS No.  131,  "Disclosure  about  Segments of an  Enterprise  and Related
Information,"  will affect the  disclosure  requirements  for the Company's 1998
financial  statements.  The  Company  does not expect  that the  adoption of the
disclosure requirements of this pronouncement will have a material impact on its
financial statements.

     SFAS  No.  133,   Accounting   for  Derivative   Instruments   and  Hedging
Activities,"  establishes  accounting  and reporting  standards  for  derivative
instruments and for hedging activities,  and will not apply to the Company until
the year ended  December 31, 2000.  The Company has not yet evaluated the effect
of the pronouncement on its financial statements.

Note on Forward Looking Information

     Certain  statements  in this Form 10-Q and in other  filings by the Company
with the  Securities and Exchange  Commission  and in the Company's  written and
oral statements made by or with the approval of an authorized  executive officer
constitute "forward looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the  Securities  Exchange Act of 1934,
and the Company intends that such  forward-looking  statements be subject to the
safe harbors created thereby. The words "believe", "expect" and "anticipate" and
similar expressions identify forward-looking  statements.  These forward-looking
statements  reflect the Company's current view with respect to future events and
financial  performance,  but are  subject  to  many  uncertainties  and  factors
relating to the Company's operations and business environment including, but not
limited  to,  those  surrounding  such  forward  looking  statements  and  those
contained in the Company's other filings with the Commission  including the Risk
Factors set forth in the Company's  Registration  Statement in Form S-1 (Reg. No
333-34729),  which may cause the actual  results of the Company to be materially
different from any future results  expressed or implied by such  forward-looking
statements. Examples of such uncertainties, include, but are not limited to, the
volume of new leases originated, the backlog of unfunded leases and the adequacy
of financial resources.  The Company undertakes no obligation to publicly update
or revise any forward-looking statements whether as a result of new information,
future events or otherwise.



<PAGE>



PART II - OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K

     a)  Exhibits

           Exhibit
           Number              Document Description

              10.1(c)          Amendment No. 5 to Third Amended and Restated
                               Loan Agreement, among the Company, the various
                               lending institutions named therein and Fleet
                               Bank, N.A., as Agent
              10.11(a)         Receivables Purchase Agreement, among the
                               Company, LINC Receivables Corporation, Blue Keel
                               Funding, LLC, and Fleet Bank, N.A., as Agent
              10.11(b)         Second Amendment to Receivables Purchase
                               Agreement, among the Company, LINC Receivables
                               Corporation, Blue Keel Funding, LLC, and Fleet
                               Bank, N.A., as Agent
              10.12            Asset Purchase Agreement by and among LINC
                               Capital, Inc., Spectra Precision Credit Corp.,
                               Spectra Precision Funding Corporation, and
                               Spectra Precision, Inc. dated June 30, 1998
                               (incorporated by reference to the Company's Form
                               8-K dated June 30, 1998).
              27.1             Financial Data Schedule
              27.2             Restated Financial Data Schedule

     b)  Reports on Form 8-K

              On July 15, 1998,  the Company filed a current  report on Form 8-K
              reporting   under  Item  2  thereof  the  acquisition  of  Spectra
              Precision Credit Corp. and Spectra Precision  Funding  Corporation
              on June 30, 1998.

              On September 14, 1998,  the Company filed a current report on Form
              8-K/A dated June 30, 1998,  amending  Item 7 of the Form 8-K filed
              on July 15, 1998.



<PAGE>




                                   SIGNATURES


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

                                           LINC CAPITAL, INC.
Dated: November 12, 1998

                                         By:        /s/ Martin E. Zimmerman
                                                    -----------------------
                                            Martin E. Zimmerman
                                            Chairman of the Board and Chief
                                            Executive Officer
                                            (Principal Executive Officer)

                                         By:        /s/ Allen P. Palles
                                                    -------------------
                                            Allen P. Palles
                                            Executive Vice President and
                                            Chief Financial Officer
                                            (Principal  Financial
                                             and Accounting Officer)