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 December 31, 1998

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

                 For the transition period from _____ to _____.

                         Commission File Number: 0-25360



                           AG-CHEM EQUIPMENT CO., INC.
             (Exact Name of Registrant as Specified in Its Charter)

                 Minnesota                              41-0872842
     (State or Other Jurisdiction of                 (I.R.S. Employer
      Incorporation or Organization)                Identification No.)

                               5720 Smetana Drive
                        Minnetonka, Minnesota 55343-9688
                    (Address of Principal Executive Offices)

                                 (612) 933-9006
              (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 Exchange Act during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

                              __X__ Yes   _____ No

         As of January 31, 1999, there were outstanding, 9,627,068 shares of the
issuers' Common Stock, $.01 par value per share.

<PAGE>


                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

                                     PART I


ITEM 1.       FINANCIAL STATEMENTS.........................................    2

ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS
                OF OPERATIONS..............................................    9

                                     PART II

ITEM 1.       LEGAL PROCEEDINGS............................................   12

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K.............................   12

SIGNATURES    .............................................................   13

EXHIBITS      .............................................................   14

<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


CONSOLIDATED BALANCE SHEETS
AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(Dollars in Thousands)
               (UNAUDITED)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------

                                                                December 31,     September 30,
                         ASSETS                                    1998              1998
                         ------                                 -----------      ------------
<S>                                                             <C>               <C>       
CURRENT ASSETS:
      Accounts receivable, less allowance for
        doubtful accounts of $689 and $730, respectively        $   19,099        $   23,499
      Notes receivable, current portion, and
        accrued interest receivable                                  3,389             4,178
      Inventories (note 2)                                         119,451           101,751
      Deferred income tax benefits                                   4,148             4,000
      Prepaid expenses and other current assets                        819               617
                                                                ----------        ----------
         Total current assets                                      146,906           134,045
                                                                ----------        ----------

PROPERTY, PLANT AND EQUIPMENT, NET OF ACCUMULATED
  DEPRECIATION OF $38,079 AND $37,326, RESPECTIVELY                 43,603            45,813

OTHER ASSETS:
      Notes receivable, long-term portion                            5,940             5,596
      Intangible and other assets, net of accumulated
         amortization of $3,659 and $3,404, respectively             2,342             2,740
                                                                ----------        ----------
         Total other assets                                          8,282             8,336
                                                                ----------        ----------

Total assets                                                    $  198,791        $  188,194
                                                                ==========        ==========


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                                       2

<PAGE>


CONSOLIDATED BALANCE SHEETS
AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(Dollars in Thousands)
               (UNAUDITED)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------

                                                                              December 31,         September 30,
          LIABILITIES AND STOCKHOLDERS' EQUITY                                   1998                  1998
          ------------------------------------                                -----------          ------------
<S>                                                                           <C>                  <C>        
CURRENT LIABILITIES:
      Current installments of long-term debt                                  $     6,206          $     6,367
      Note payable to banks                                                        22,150               11,352
      Accounts payable                                                             17,451               15,120
      Checks outstanding in excess of cash balances                                 2,018                2,145
      Customer prepayments                                                          9,828                6,934
      Accrued expenses (note 3)                                                    10,888               14,566
      Deferred income                                                               1,093                1,013
      Accrued income taxes                                                             --                  374
                                                                              -----------          -----------
Total current liabilities                                                          69,634               57,871
                                                                              -----------          -----------


LONG-TERM DEBT, LESS CURRENT INSTALLMENTS                                          59,228               59,903
                                                                              -----------          -----------

Total liabilities                                                                 128,862              117,774
                                                                              -----------          -----------

STOCKHOLDERS' EQUITY:
      Common stock, $.01 par value
            Authorized, 40,000,000 shares; issued and
            outstanding, 9,627,068 and 9,640,268 shares, respectively                  96                   96
      Additional paid-in capital                                                    1,602                1,737
      Retained earnings                                                            68,574               68,930
      Accumulated other comprehensive income                                         (343)                (343)
                                                                              -----------          -----------
      Total stockholders' equity                                                   69,929               70,420
                                                                              -----------          -----------
Total liabilities and stockholders' equity                                    $   198,791          $   188,194
                                                                              ===========          ===========


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                                       3

<PAGE>


CONSOLIDATED STATEMENTS OF EARNINGS
AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(Dollars in Thousands except Per Share Amounts)
               (UNAUDITED)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------

                                                  Three Months Ended December 31,
                                                       1998                1997
                                                    ----------         ----------
<S>                                                 <C>                <C>       
Net sales                                           $   53,529         $   62,537
Cost of sales                                           38,053             45,565
                                                    ----------         ----------
      Gross profit                                      15,476             16,972

Selling, general and administrative expenses            16,021             17,619
                                                    ----------         ----------
      Operating loss                                      (545)              (647)
                                                    ----------         ----------

Other income (expense):
      Other income                                       1,062                717
      Interest expense                                  (1,084)            (1,717)
                                                    ----------         ----------
         Earnings before income taxes                     (567)            (1,647)

Income tax benefit                                        (211)              (552)
                                                    ----------         ----------

Net loss                                            $     (356)        $   (1,095)
                                                    ==========         ==========

Loss per share                                      $    (0.04)        $    (0.11)
                                                    ==========         ==========


Weighted average common shares outstanding               9,639              9,670
                                                    ==========         ==========


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                                       4

<PAGE>


CONSOLIDATED STATEMENTS OF CASH FLOWS
AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(Dollars in Thousands)
               (UNAUDITED)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------

                                                              Three Months ended December 31,
                                                              -------------------------------
                                                                  1998               1997
                                                               ----------         ----------
<S>                                                            <C>                <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                  $     (356)        $   (1,095)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
      PROVIDED BY OPERATING ACTIVITIES:
      Depreciation and amortization                                 1,568              1,904
      Gain on sale of assets                                          (75)                (2)
      Increase in deferred income tax benefits                       (148)              (523)
      Changes in operating assets and liabilities:
           Accounts receivable                                      4,400              5,137
           Operating notes receivable                                 445               (535)
           Inventories                                            (17,700)           (14,463)
           Other current assets                                      (202)                43
           Accounts payable                                         2,331              3,373
           Customer prepayments and deferred income                 2,974              6,162
           Accrued expenses                                        (3,678)            (4,800)
           Income taxes                                              (374)              (224)
                                                               ----------         ----------
        Cash used in operating activities                         (10,815)            (5,023)
                                                               ----------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Retirement of short-term investments
        for industrial revenue bond                                    23                745
      Purchase of property, plant and equipment                      (343)            (1,682)
      Increase (decrease) in rental equipment                       1,207               (276)
      Proceeds from sale of equipment                                 110                  2
      Increase in other assets                                        118                 90
                                                               ----------         ----------
        Cash provided by (used in) investing activities             1,115             (1,121)
                                                               ----------         ----------


(CONTINUED ON NEXT PAGE)
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                                       5

<PAGE>


CONSOLIDATED STATEMENTS OF CASH FLOWS
AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(Dollars in Thousands)
               (UNAUDITED)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------

                                                              Three Months ended December 31,
                                                              -------------------------------
                                                                  1998               1997
                                                               ----------         ----------
<S>                                                            <C>                <C>        
CASH FLOWS FROM FINANCING ACTIVITIES:
      Decrease in checks outstanding in excess of
        cash balances                                                (127)                (7)
      Proceeds from notes payable - banks                          29,200             26,150
      Repayments of notes payable - banks                         (18,402)           (24,765)
      Proceeds from long-term borrowings                           60,000              6,250
      Repayments of long-term borrowings                          (60,836)            (1,151)
      Purchase of common stock                                       (135)               (46)
                                                               ----------         ----------
        Cash provided by financing activities                       9,700              6,431
                                                               ----------         ----------

      Foreign currency translation adjustment                          --                 --
                                                               ----------         ----------

      Increase in cash                                                 --                287
      Cash at beginning of period                                      --                 --
                                                               ----------         ----------
      Cash at end of period                                    $       --         $      287
                                                               ==========         ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
      Cash paid during the period for:
        Interest                                               $    1,878         $    1,717
        Income taxes                                           $      400         $      223


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</TABLE>


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                                        6

<PAGE>


NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AG-CHEM EQUIPMENT CO., INC. AND SUBSIDIARIES
(Dollars in Thousands)
               (UNAUDITED)
--------------------------------------------------------------------------------

(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The accompanying unaudited interim consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions in Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. For
further information, refer to the consolidated financial statements and
footnotes thereto for the year ended September 30, 1998 included in the
Company's annual report on Form 10-K. Results of the interim periods are not
necessarily indicative of the results for an entire year.


(2)      INVENTORIES

         Inventories consist of the following:

                                  December 31,        September 30,
                                      1998                1998
                                  -----------         ------------

         Finished goods           $    64,777         $    49,317
         Resale parts                  25,860              25,029
         Work in process                2,225               4,739
         Raw materials                 25,758              24,068
                                  -----------         -----------
           Total                      118,620             103,153
         Less LIFO reserve            (12,225)            (12,006)
                                  -----------         -----------
           Total                      106,395              91,147
         Used equipment                13,056              10,604
                                  -----------         -----------
         Total inventories        $   119,451         $   101,751
                                  ===========         ===========

         If the first in, first out (FIFO) method utilizing current costs had
been used for inventories valued using the LIFO method, inventories would have
been higher by $12,225 at December 31, 1998 and $12,006 at September 30, 1998.


(3)      ACCRUED EXPENSES

         Accrued expenses consist of the following:

                                       December 31,     September 30,
                                           1998             1998
                                       -----------      ------------

         Compensation                   $   4,255        $   5,966
         Warranty                           1,471            1,537
         Taxes other than income            1,062            1,543
         Insurance                          1,716            1,557
         Interest                           1,022            1,816
         Other                              1,362            2,147
                                        ---------        ---------
              Total                     $  10,888        $  14,566
                                        =========        =========


                                       7

<PAGE>


(4)      COMPREHENSIVE INCOME

         The Company adopted Statement of Financial Accounting Standards (SFAS)
No. 130, "Reporting Comprehensive Income," effective October 1, 1998. SFAS No.
130 establishes standards for reporting and display of comprehensive income and
its components, including all changes in equity during a period except those
resulting from investments by owners or distributions to owners. The following
table summarizes total comprehensive income for the periods presented:

                                                 Three months ended December 31,
                                                 -------------------------------
                                                             1998        1997
                                                          ---------    ---------

         Net loss                                         $   (356)    $ (1,095)
         Other comprehensive income (loss):
              Foreign currency translation adjustment           --           --
                                                          --------     --------

         Total comprehensive income (loss)                $   (356)    $ (1,095)
                                                          ========     ========


(5)      SUBSEQUENT EVENT

         On February 3, 1999, the Company and New Holland NV (NYSE: NH)
announced the formation of a joint venture, Ag-Chem / New Holland LLC. This
joint venture will manufacture and distribute selected models of self-propelled
post-emergence sprayers. Each joint venture partner owns a 50% interest and will
equally share responsibility for its management. The Company expects the joint
venture to begin to generate sales during the fourth quarter of the Company's
fiscal year.


                                       8

<PAGE>


5. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
           (DOLLARS IN THOUSANDS)

RESULTS OF OPERATIONS - THREE-MONTH PERIOD ENDED DECEMBER 31, 1998 COMPARED TO
THREE-MONTH PERIOD ENDED DECEMBER 31, 1997

         Consolidated net sales decreased by $9,008 or 14.4% in the three-month
period ended December 31, 1998 from the three-month period ended December 31,
1997. The decrease was primarily the result of decreases in pre-emergence and
post-emergence equipment unit shipments. Softening of the agricultural markets
primarily caused the decrease in unit shipments. The farming economy has
suffered as a result of low commodity prices, which has decreased the demand for
equipment. The Company expects competition to continue to be a factor and is
uncertain about the impact on future net sales. Additionally, the farm supply
industry is experiencing consolidation which has reduced capital purchases, with
a resulting decrease in the demand for equipment in the short-term. The Company
anticipates that once the consolidation slows, customers will resume capital
purchases at a level comparable to prior periods. The Company expects
consolidated net sales during the remainder of the fiscal year ending September
30, 1999 to continue to be less than the prior fiscal year due to the factors
described above. The changes and factors described above are quantified as
follows:

         *        Post-emergence equipment net sales decreased $4,248 or 27.7%
                  during the three months ended December 31, 1998 as compared to
                  the prior-year period. As a result, net sales of
                  post-emergence equipment represented 20.8% and 24.6% of net
                  sales during the three-month periods ended December 31, 1998
                  and 1997, respectively.

         *        Pre-emergence equipment net sales decreased $3,634 or 12.7%
                  during the three months ended December 31, 1998 as compared to
                  the prior-year period. As a result, net sales of pre-emergence
                  equipment represented 46.6% and 45.7% of net sales during the
                  three-month periods ended December 31, 1998 and 1997,
                  respectively.

         *        Net sales of other product lines decreased $1,125 or 6.1%
                  during the three months ended December 31, 1998 as compared to
                  the prior-year period. As a result, net sales of other product
                  lines represented 32.6% and 29.7% of net sales during the
                  three-month periods ended December 31, 1998 and 1997,
                  respectively.

         Consolidated gross profit for the three-month period ended December 31,
1998 decreased $1,496 or 8.8% as compared to the prior-year period. Consolidated
gross profit as a percent of net sales was 28.9% and 27.1% for the three-month
periods ended December 31, 1998 and 1997, respectively. The increase in gross
profit as a percentage of net sales was primarily the result of changes in
product mix. Additionally, gross profit as a percentage of net sales was
negatively impacted in the prior-year period by warranty experience related to
older model equipment. The Company has made efforts to reduce warranty expense
through improved designs on newer models. Warranty expense for the three-month
period ended December 31, 1998 was significantly lower as compared to the
prior-year period. The Company expects this trend to continue for the remainder
of the fiscal year. Also during the prior-year period, gross profit as a
percentage of net sales was negatively impacted by higher product costs due to
start-up expenditures in the first quarter on the Company's new model 8103
Terragator. As expected, margins improved on the new model 8103 after the second
and third quarters. Such improved margins were due to the completion of the
start-up expenditures and pricing changes. The start-up costs associated with
the introduction of additional new models may negatively impact margins later in
fiscal 1999. The Company estimates that the net impact of these factors will
continue to hold margins relatively stable for fiscal 1999, depending on sales
and product mix.


                                       9

<PAGE>


         Consolidated selling, general and administrative ("S,G&A") expenses
decreased $1,598 or 9.1% in the three-month period ended December 31, 1998 as
compared to the prior-year period. Compensation, employee benefits and
employee-related expenses decreased 7.2% or $814. The largest single factor
contributing to this decrease was a decrease in commission expense, which is
directly related to net sales. Moreover, during the three months ended December
31, 1998, the Company initiated efforts to contain S,G&A expenses through
employment reductions and other cost control efforts. All other S,G&A expenses
decreased by 12.5% or $784. S,G&A expenses as a percent of net sales were 29.9%
and 28.2% in the three-month periods ended December 31, 1998 and 1997,
respectively. The Company expects that its efforts to contain such costs will
hold annual S,G&A expenses relatively stable as a percentage of sales compared
to previous periods depending on sales during the remainder of fiscal 1999.

         As a result of the above, operating loss was $545 and $647 in the
three-month periods ended December 31, 1998 and 1997, respectively.

         Other income increased 48.1% to $1,062 in the three-month period ended
December 31, 1998 as compared to the prior-year three-month period.

         Interest expense decreased 36.9% to $1,084 in the three-month period
ended December 31, 1998 as compared to the prior-year three-month period. While
the Company expects interest expense to decrease due to net repayments of notes
payable in future periods, such decreases are not expected to be as large as
that experienced in the three-month period ended December 31, 1998.

         The effective tax benefit rate in the three-month periods ended
December 31, 1998 and 1997 was 37.2% and 33.5%, respectively.

         As a result of the above, the net loss was $356 and $1,095 in the
three-month periods ended December 31, 1998 and 1997, respectively. Loss per
share was $.04 and $.11 for such periods.


LIQUIDITY AND FINANCIAL POSITION - THREE-MONTH PERIOD ENDED DECEMBER 31, 1998
COMPARED TO THREE-MONTH PERIOD ENDED DECEMBER 31, 1997

         Net cash used in operating activities increased to $10,815 in the
three-month period ended December 31, 1998, compared to $5,023 in the
three-month period ended December 31, 1997. The major reason for this change was
an increase in cash used in operating assets and liabilities to $11,804 from
$5,307 in the three-month periods ended December 31, 1998 and 1997,
respectively. Inventories, together with increased accounts payable balances,
used cash of $15,369 compared to $11,090 during the three months ended December
31, 1998 and 1997, respectively. Inventories increased to $119,451 at December
31, 1998 from $101,751 at September 30, 1998 because the number of incoming
orders decreased more than the Company's reduction of its production schedule.
The Company normally experiences the highest sales levels in the second quarter
of the fiscal year. The Company expects cash will continue to be provided by
operating activities through net earnings, and this cash will be used to satisfy
the current portion of long-term debt. Accounts receivable and inventory
turnover have remained relatively stable in recent periods, and have not
significantly affected liquidity.

         Cash provided by investing activities in the three-month period ended
December 31, 1998 was $1,115 compared to cash used of $1,121 in the prior-year
period. This increase in cash provided was primarily due to higher prior-year
investments in property, plant and equipment to support the Company's growth.
Additionally, the Company rented less equipment to customers during the period
ended December 31, 1998, requiring a smaller additional investment.


                                       10

<PAGE>


         Cash provided by financing activities was $9,700 in the three-month
period ended December 31, 1998, compared to $6,431 in the prior-year period. The
increase in cash provided by financing activities was primarily the result of
the net proceeds of notes payable and long-term borrowings of $9,962 during the
three-month period ended December 31, 1998, compared to $6,484 during the
three-month period ended December 31, 1997. This increase in net proceeds is
primarily due to increased working capital requirements as compared to the prior
year, when working capital was generated through the reduction of higher
inventory levels.

         Working capital at December 31, 1998 was $77,300. As of December 31,
1998 the Company had $18,400 of unused credit line available. The Company
periodically receives prepayments from customers to secure either more favorable
pricing or a desired delivery date. If the Company did not receive customer
prepayments, it believes its line of credit provides sufficient liquidity to
meet working capital requirements.

         The terms of the Company's amended credit line agreement include
covenants that the Company must maintain. There are a number of standard
affirmative covenants, as well as restrictive negative covenants as to
additional borrowings and requirements for the Company to maintain certain
financial ratios. These restrictive covenants include a minimum tangible net
worth of $47,500 plus 50% of each fiscal year's net earnings, a ratio of total
liabilities to tangible net worth, and an interest coverage ratio. There are
additional limitations on mergers, acquisitions, disposal of assets, and capital
expenditures. The Company does not anticipate any difficulty in meeting these
covenants.

MARKET RISK MANAGEMENT

         The Company is exposed to market risk from changes in interest rates
and foreign currency exchange rates. Changes in these factors could cause
fluctuations in the Company's earnings and cash flows. The Company's risk to
interest rate and foreign currency exchange rate fluctuations has not materially
changed since September 30, 1998.

IMPACT OF YEAR 2000

         The Company is currently engaged in a comprehensive review of its
computer systems to identify those systems that will be affected by the Year
2000 problem. The Company expects that its core applications and systems will be
compliant by the second quarter of fiscal 1999. The Company estimates that the
expenses incurred to-date in fiscal 1999 to address Year 2000 issues were
approximately $25. The Company estimates that it will incur approximately $275
of additional expense to complete its remediation plans required for its
Information Technology systems, which includes systems software costs and
consulting fees.

FORWARD-LOOKING STATEMENTS

         Certain information included in this Report is "forward looking" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements can be identified by the use of words such as "will,"
"intends," "expects," "should," and similar language. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company,
or industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. This includes factors that affect all businesses, as well as matters
specific to the Company and markets it serves. A more complete discussion of
such factors is included in the Company's Form 10-K for the year-ended September
30, 1998.


                                       11

<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         Reference is made to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1998 on file with the Securities and Exchange
Commission. During the quarter ended December 31, 1998, the Company was not a
party to any newly initiated material legal proceedings and there have been no
material developments during such period to existing legal proceedings.


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

         (a)      Exhibits

                  See the index to exhibits immediately preceding the exhibits
                  filed with this report.

         (b)      Reports on Form 8-K

                  No reports on Form 8-K have been filed during the quarter for
                  which this report was filed.


                                       12

<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.




                                    AG-CHEM EQUIPMENT CO., INC.



Date: February 5, 1999                   By:  /s/ Alvin E. McQuinn
                                              ----------------------------------
                                         Alvin E. McQuinn
                                         Its:  Chief Executive Officer




Date: February 5, 1999                   By:  /s/ John C. Retherford
                                              ----------------------------------
                                         John C. Retherford
                                         Its: Chief Financial Officer


                                       13