U.S. 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 March 26, 2000

                                       or

           [  ] 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 000-25866


                        PHOENIX GOLD INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


                    OREGON                                93-1066325
         (State or other jurisdiction                  (I.R.S. Employer
       of incorporation or organization)            Identification Number)


    9300 NORTH DECATUR STREET, PORTLAND, OREGON                  97203
      (Address of principal executive offices)                 (Zip code)


                                 (503) 286-9300
              (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 [ ]

There were 3,030,245 shares of the issuer's common stock outstanding as of
April 30, 2000.


                                       1
<PAGE>




                        PHOENIX GOLD INTERNATIONAL, INC.
                 FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2000


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


Part I.        FINANCIAL INFORMATION                                                                              Page
                                                                                                                  ----
              <S>         <C>                                                                                     <C>
               Item 1.     Financial Statements

                           Balance Sheets at March 31, 2000
                           and September 30, 1999 (unaudited)                                                       3

                           Statements of Earnings for the Three and Six Months Ended
                           March 31, 2000 and 1999 (unaudited)                                                      4

                           Statements of Cash Flows for the Six Months Ended
                           March 31, 2000 and 1999 (unaudited)                                                      5

                           Notes to Financial Statements                                                            6

               Item 2.     Management's Discussion and Analysis of Financial Condition
                           and Results of Operations                                                                8

               Item 3.     Quantitative and Qualitative Disclosure About Market Risk                                10

Part II.       OTHER INFORMATION

               Item 4.     Submission of Matters to a Vote of Security Holders                                      11

               Item 6.     Exhibits and Reports on Form 8-K                                                         11

SIGNATURES                                                                                                          12

INDEX TO EXHIBITS                                                                                                   13



                                       2
</TABLE>
<PAGE>

PART I.   FINANCIAL INFORMATION
Item 1.   FINANCIAL STATEMENTS



                                        PHOENIX GOLD INTERNATIONAL, INC.
                                                 BALANCE SHEETS
                                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                              MARCH 31,           SEPTEMBER 30,
                                                                                2000                  1999
                                                                          ------------------    ------------------

ASSETS
<S>                                                                       <C>                   <C>
Current assets:
    Cash and cash equivalents                                                 $   495,928           $   868,458
    Accounts receivable, net                                                    4,144,232             4,794,799
    Inventories                                                                 6,062,418             5,620,835
    Prepaid expenses                                                              264,748               213,677
    Deferred taxes                                                                360,000               315,000
                                                                          ------------------    ------------------
        Total current assets                                                   11,327,326            11,812,769

Property and equipment, net                                                       989,897             1,055,531
Goodwill, net                                                                     158,270               178,081
Deferred taxes                                                                    610,000               600,000
Other assets                                                                      252,099               242,058
                                                                          ------------------    ------------------

        Total assets                                                          $13,337,592           $13,888,439
                                                                          ==================    ==================


LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                          $   674,768           $ 1,074,881
    Accrued payroll and benefits                                                  354,741               436,970
    Other accrued expenses                                                        395,036               379,782
    Income taxes payable                                                          180,910                81,644
                                                                          ------------------    ------------------
        Total current liabilities                                               1,605,455             1,973,277

Deferred gain on sale of facility                                                 907,217               956,256

Shareholders' equity:
    Preferred stock;
        Authorized - 5,000,000 shares; none outstanding                                 -                     -
    Common stock, no par value;
        Authorized - 20,000,000 shares
        Issued and outstanding - 3,034,345 and 3,234,345 shares                 6,569,428             7,155,997
    Retained earnings                                                           4,255,492             3,802,909
                                                                          ------------------    ------------------
        Total shareholders' equity                                             10,824,920            10,958,906
                                                                          ------------------    ------------------

        Total liabilities and shareholders' equity                            $13,337,592           $13,888,439
                                                                          ==================    ==================


</TABLE>

                                    SEE NOTES TO FINANCIAL STATEMENTS

                                       3
<PAGE>

                                         PHOENIX GOLD INTERNATIONAL, INC.
                                              STATEMENTS OF EARNINGS
                                                    (UNAUDITED)

<TABLE>
<CAPTION>



                                                        THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                             MARCH 31                          MARCH 31
                                                    ---------------------------     --------------------------------
                                                       2000            1999              2000             1999
                                                    ------------- -------------     ---------------  ---------------

<S>                                              <C>             <C>               <C>              <C>
Net sales                                           $ 6,511,208     $ 6,200,066      $13,404,835      $12,866,001

Cost of sales                                         4,627,577       4,526,449        9,720,435        9,471,332
                                                    -----------     -----------      -----------      -----------

    Gross profit                                      1,883,631       1,673,617        3,684,400        3,394,669

Operating expenses:
    Selling                                             913,768         795,642        1,840,537        1,582,323
    General and administrative                          573,553         572,467        1,104,940        1,114,644
                                                    -----------     -----------      -----------      -----------

     Total operating expenses                         1,487,321       1,368,109        2,945,477        2,696,967
                                                    -----------     -----------      -----------      -----------

Income from operations                                  396,310         305,508          738,923          697,702

Other income (expense):
    Interest expense                                          -         (39,789)               -          (88,647)
    Other income, net                                     3,300               -           11,660                -
                                                    -----------     -----------      -----------      -----------

     Total other income (expense)                         3,300         (39,789)          11,660          (88,647)
                                                    -----------     -----------      -----------      -----------

Earnings before income taxes                            399,610         265,719          750,583          609,055

Income tax expense                                     (159,000)       (106,000)        (298,000)        (243,000)
                                                    -----------     -----------      -----------      -----------

Net earnings                                        $   240,610     $   159,719      $   452,583      $   366,055
                                                    ===========     ===========      ===========      ===========

Earnings per share - basic and diluted              $      0.08     $      0.05      $      0.15      $      0.11
                                                    ===========     ===========      ===========      ===========

Average shares outstanding - basic and diluted        3,048,212       3,248,745        3,102,466        3,342,503
                                                    ===========     ===========      ===========      ===========


</TABLE>



                        SEE NOTES TO FINANCIAL STATEMENTS

                                       4
<PAGE>


                                       PHOENIX GOLD INTERNATIONAL, INC.
                                           STATEMENTS OF CASH FLOWS
                                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                      SIX MONTHS ENDED
                                                                                           MARCH 31,
                                                                              ----------------------------------
                                                                                   2000               1999
                                                                              ---------------    ---------------

<S>                                                                           <C>                <C>
Cash flows from operating activities:
    Net earnings                                                               $   452,583        $   366,055
    Adjustments to reconcile net earnings to
     net cash provided by (used in) operating activities:
        Depreciation and amortization                                              314,113            489,038
        Deferred taxes                                                             (55,000)            38,000
        Changes in operating assets and liabilities:
            Accounts receivable                                                    650,567            368,053
            Inventories                                                           (441,583)           869,467
            Prepaid expenses                                                       (51,071)          (124,883)
            Other assets                                                           (36,943)           (80,002)
            Accounts payable                                                      (400,113)          (987,276)
            Accrued expenses                                                        32,291           (149,759)
                                                                              ------------         ----------

    Net cash provided by operating activities                                      464,844            788,693

Cash flows from investing activities:
    Capital expenditures, net                                                     (250,805)          (120,817)
                                                                              ------------         ----------

    Net cash used in investing activities                                         (250,805)          (120,817)

Cash flows from financing activities:
    Line of credit, net                                                                  -           (200,000)
    Repayment of long-term obligations                                                   -           (111,479)
    Purchase of common stock                                                      (586,569)          (356,400)
                                                                              ------------         ----------

    Net cash used in financing activities                                         (586,569)          (667,879)
                                                                              ------------         ----------

Decrease in cash and cash equivalents                                             (372,530)                (3)

Cash and cash equivalents, beginning of period                                     868,458              2,602
                                                                              ------------          ---------

Cash and cash equivalents, end of period                                       $   495,928        $     2,599
                                                                              ============          =========

Supplemental disclosures:
    Cash paid for interest                                                               -        $    80,000
    Cash paid for income taxes                                                     253,000            120,000

</TABLE>


                        SEE NOTES TO FINANCIAL STATEMENTS

                                       5
<PAGE>

                        PHOENIX GOLD INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - UNAUDITED FINANCIAL STATEMENTS

      Certain  information and note disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been omitted from these  unaudited  financial  statements.  These unaudited
financial statements should be read in conjunction with the financial statements
and notes  included  in the  Company's  Annual  Report on Form 10-K for the year
ended September 30, 1999 filed with the Securities and Exchange Commission.  The
results of operations for the three- and six-month  periods ended March 31, 2000
are not  necessarily  indicative of the operating  results for the full year. In
the opinion of management, all adjustments,  consisting only of normal recurring
accruals,  have been made to present fairly the Company's  financial position at
March 31, 2000 and the results of its  operations  for the three- and  six-month
periods  ended  March 31,  2000 and 1999 and its cash  flows for the  six-months
ended March 31, 2000 and 1999.


NOTE 2 - REPORTING PERIODS

      The Company's fiscal year is the 52-week or 53-week period ending the last
Sunday in  September.  Fiscal  2000 and fiscal  1999 are  52-week  years and all
quarters are 13-week  periods.  For  presentation  convenience,  the Company has
indicated in these financial  statements that its fiscal year ended on September
30 and that the three and six months presented ended on March 31.


NOTE 3 - PROSPECTIVE ACCOUNTING CHANGE

      In June 1998, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 133, ACCOUNTING FOR DERIVATIVE  INSTRUMENTS
AND HEDGING  ACTIVITIES.  The new  statement  will  require  recognition  of all
derivatives  as either assets or liabilities on the balance sheet at fair value.
The new  statement  is  effective  for  the  year  ending  September  30,  2001.
Management  has not yet completed an evaluation of the effect this standard will
have on the Company's financial statements.


NOTE 4 - INVENTORIES

      Inventories  are stated at the lower of cost or market and  consist of the
following:

                                              MARCH 31,           SEPTEMBER 30,
                                                2000                  1999
                                           ---------------      ----------------

   Raw materials and work-in-process         $   2,606,935        $   2,531,260
   Finished goods and supplies                   3,455,483            3,089,575
                                           ---------------      ----------------
       Total inventories                     $   6,062,418        $   5,620,835
                                           ===============      ================


                                       6
<PAGE>

NOTE 5 - PROPERTY AND EQUIPMENT

    Property and equipment consist of the following:

                                                 MARCH 31,         SEPTEMBER 30,
                                                   2000               1999
                                              ---------------    ---------------

    Machinery, equipment, and vehicles          $   4,896,566     $   4,717,198
    Leasehold improvements                             75,266             3,829
                                              ---------------    ---------------
                                                    4,971,832         4,721,027
    Less accumulated depreciation
      and amortization                             (3,981,935)       (3,665,496)
                                              ---------------    ---------------
        Total property and equipment, net       $     989,897     $    1,055,531
                                              ===============    ===============


NOTE 6 - LINE OF CREDIT

      During December 1999, the Company renewed its revolving  operating line of
credit through December 2000. The new agreement provides for borrowings of up to
$5.0 million subject to eligible accounts receivable and inventories and certain
additional  limits.  Interest  on the  borrowings  is equal to the bank's  prime
lending rate (9.0% at March 31, 2000) or LIBOR plus 1.75%.  Borrowings under the
line of credit are secured by cash and cash equivalents, accounts receivable and
inventories. The line of credit contains covenants which require a minimum level
of tangible net worth, a minimum ratio of current assets to current  liabilities
and a maximum ratio of interest  bearing debt to tangible net worth. As of March
31,  2000,  the Company was  eligible to borrow $4.9  million  under the line of
credit. No borrowings were outstanding under the line of credit as of that date.


NOTE 7 - SHAREHOLDERS' EQUITY

      The Board of Directors has  authorized  the Company to purchase up to $1.0
million of Company common stock. During the six months ended March 31, 2000, the
Company  acquired  200,000  shares of its common  stock for  $587,000.  From the
inception of the stock repurchase program,  the Company has acquired $979,000 of
Company common stock.






                                       7

<PAGE>
PART I:    FINANCIAL INFORMATION
ITEM 2:    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS


RESULTS OF OPERATIONS
---------------------

      Net sales  increased  $311,000,  or 5.0%,  to $6.5  million  for the three
months  ended March 31, 2000 from $6.2  million for the three months ended March
31, 1999 due principally to increased  international sales.  International sales
increased 20.3% to $1.7 million from $1.4 million in the comparable 1999 period.
The increase resulted  primarily from a 32.2% increase in sales to Europe and an
81.4%  increase in sales to Asia offset in part by an 11.1% decrease in sales to
other international markets.  International sales represented 25.6% and 22.4% of
net sales for the three  months  ended  March 31,  2000 and 1999,  respectively.
Domestic sales increased $30,000, or 0.6%, to $4.84 million for the three months
ended March 31, 2000  compared to $4.81 million for the three months ended March
31, 1999. The Company expects  international  sales for fiscal 2000 to remain at
levels  lower than  historically  achieved  due to current  world-wide  economic
conditions.

      Net sales for the six months ended March 31, 2000 increased  $539,000,  or
4.2%,  to $13.4  million  from $12.9  million for the six months ended March 31,
1999 due to increased domestic and international sales. Domestic sales increased
$327,000,  or 3.4%,  to $10.0  million  for the six months  ended March 31, 2000
compared to $9.6 million for the six months  ended March 31,  1999.  For the six
months ended March 31, 2000,  international sales increased 6.6% to $3.4 million
from $3.2 million in the comparable 1999 period. The increase resulted primarily
from a 108.6%  increase in sales to Asia  offset in part by a 15.4%  decrease in
sales to Europe.  International  sales  represented 25.6% and 25.0% of net sales
for the six months ended March 31, 2000 and 1999, respectively.

      Gross  profit  increased  to 28.9% of net sales for the three months ended
March 31,  2000 from 27.0% for the three  months  ended  March 31,  1999.  Gross
profit  increased  to 27.5% of net sales for the six months ended March 31, 2000
from 26.4% for the  comparable  prior period.  The increase was primarily due to
increased  sales  volume which  caused  manufacturing  overhead to decrease as a
percentage sales.

      Operating   expenses  consist  of  selling,   general  and  administrative
expenses.  Total operating expenses increased  $119,000,  or 8.7%, to $1,487,000
for the three months ended March 31, 2000 compared to  $1,368,000  for the three
months  ended March 31,  1999.  Operating  expenses  were 22.8% and 22.1% of net
sales  in the  respective  three-month  periods.  Operating  expenses  increased
$249,000,  or 9.2%,  to  $2,945,000  for the six  months  ended  March 31,  2000
compared to  $2,697,000  for the  comparable  period in fiscal  1999.  Operating
expenses were 22.0% and 21.0% of net sales in the respective six-month periods.

      Selling expenses increased  $118,000,  or 14.8%, to $914,000 for the three
months ended March 31, 2000 compared to $796,000 for the comparable 1999 period.
Selling expenses were 14.0% and 12.8% of net sales in the respective three-month
periods.  Selling expenses  increased 16.3% in the first half of fiscal 2000, to
$1.8  million,  compared  to $1.6  million  for the first  half of fiscal  1999.
Selling  expenses were 13.7% and 12.3% of net sales in the  respective six month
periods.  The  increased  selling  expenses  were due to  increased  promotional
activities and sales incentive programs.


                                       8
<PAGE>

      General and  administrative  expenses were  unchanged for the three months
ended March 31, 2000 and 1999, respectively. General and administrative expenses
were 8.8% and 9.2% of net sales in the respective  three-month periods.  General
and  administrative  expenses  decreased  $10,000,  or 0.9% in the first half of
fiscal 2000, to $1,105,000,  compared to $1,115,000 for the first half of fiscal
1999. General and administrative expenses were 8.2% and 8.7% of net sales in the
respective six-month periods. The decreased general and administrative  expenses
were due to lower depreciation expense offset in part by higher payroll costs.

      Interest  expense  decreased  by $40,000 to $0 for the three  months ended
March 31,  2000,  compared to $40,000 for the three months ended March 31, 1999.
Interest  expense  decreased  by $89,000 to $0 for the first half of fiscal 2000
compared to $89,000 for the first half of fiscal 1999.  The decrease in interest
expense was due to repayment  of all short and  long-term  borrowings  in fiscal
1999.

      Net earnings were $241,000,  or $0.08 per share - basic and diluted (based
on 3.0 million shares  outstanding),  for the three months ended March 31, 2000,
compared  to net  earnings of  $160,000,  or $0.05 per share - basic and diluted
(based on 3.2 million shares outstanding),  for the three months ended March 31,
1999. Net earnings were $453,000,  or $0.15 per share - basic and diluted (based
on 3.1 million  shares  outstanding),  for the six months  ended March 31, 2000,
compared  to net  earnings of  $366,000,  or $0.11 per share - basic and diluted
(based on 3.3 million shares  outstanding),  for the comparable 1999 period. The
increase in net earnings was due to increased sales and improved gross margin.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

      The Company's  primary  needs for funds are for working  capital and, to a
lesser extent, capital expenditures.  The Company financed its operations during
the six  months  ended  March  31,  2000  from  cash  generated  from  operating
activities.  Net cash provided by operating  activities was $465,000 for the six
months  ended  March 31,  2000.  When cash  flow from  operations  was less than
current needs, the Company  increased the balance owing on its operating line of
credit.  When cash flow from operations exceeded current needs, the Company paid
down in part the  balance  owing on its  operating  line of credit  rather  than
investing and accumulating excess cash, which practices resulted in low reported
cash balances in periods prior to September 30, 1999.

      Cash and cash  equivalents  decreased  by  $373,000  during the six months
ended March 31, 2000 due  principally  to  purchases  of Company  common  stock.
Accounts receivable decreased by $651,000 due to management's continuing efforts
to improve  collections.  Inventories  increased by $442,000 due to management's
efforts to increase certain electronics,  speakers and accessories  inventories.
Accounts  payable  decreased  $400,000  due to the timing of payment  due dates.
Prepaid  expenses  increased  $51,000  primarily  due to trade show deposits and
insurance costs incurred in the beginning of the Company's fiscal year. Overall,
net working capital decreased  $118,000 during the first half of fiscal 2000 due
to the Company acquiring 200,000 shares of its common stock for $587,000.

      The Company made capital expenditures of $251,000 for the six months ended
March 31, 2000.  Management  anticipates that discretionary capital expenditures
for  the  remainder  of  fiscal  2000  will  be  approximately  $200,000.  These
anticipated  expenditures  will be financed from available  cash,  cash provided
from operations and, if necessary, proceeds from the line of credit.


                                       9
<PAGE>

      During December 1999, the Company renewed its revolving  operating line of
credit through December 2000. The new agreement provides for borrowings of up to
$5.0 million subject to eligible accounts receivable and inventories and certain
additional  limits.  Interest  on the  borrowings  is equal to the bank's  prime
lending rate (9.0% at March 31, 2000) or LIBOR plus 1.75%.  Borrowings under the
line of credit are secured by cash and cash equivalents, accounts receivable and
inventories. The line of credit contains covenants which require a minimum level
of tangible net worth, a minimum ratio of current assets to current  liabilities
and a maximum ratio of interest  bearing debt to tangible net worth. As of March
31,  2000,  the Company was  eligible to borrow $4.9  million  under the line of
credit. No borrowings were outstanding under the line of credit as of that date.


FORWARD-LOOKING STATEMENTS
--------------------------

All  statements in this report that are not  statements  of  historical  results
should be  considered  "forward-looking  statements"  within the  meaning of the
Private Securities Litigation Reform Act of 1995, including, without limitation,
statements as to expectations, beliefs and future financial performance, and are
based on current  expectations  and are  subject to  certain  risks,  trends and
uncertainties  that could  cause  actual  results to vary from those  projected,
which  variances may have a material  adverse  effect on the Company.  Among the
factors that could cause actual results to differ  materially are the following:
competitive   factors;   potential   fluctuations   in  quarterly   results  and
seasonality;  the adverse effect of reduced discretionary consumer spending; the
need for the introduction of new products and product  enhancements;  dependence
on suppliers;  control by current  shareholders;  high  inventory  requirements;
business conditions in international  markets;  the Company's  dependence on key
employees;  the need to protect  intellectual  property;  costs or  expenditures
associated  with  remediating  potential  Year 2000 issues;  and,  environmental
regulation as well as other  factors  discussed in Exhibit 99.1 to the Company's
1999  Annual  Report on Form 10-K which are hereby  incorporated  by  reference.
Given these uncertainties,  readers are cautioned not to place undue reliance on
the  forward-looking  statements.  The  Company  does not  intend to update  its
forward-looking statements.


ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

      The Company has assessed  its  exposure to market risks for its  financial
instruments  and  has  determined  that  its  exposures  to such  risks  are not
material.  As of March 31, 2000,  the Company had cash and cash  equivalents  of
$496,000  compared to $868,000 as of September 30, 1999. The Company invests its
excess cash in highly  liquid  marketable  securities  with  maturities of three
months or less at date of purchase.  The Company  does not invest in  derivative
securities.




                                       10


<PAGE>




                           PART II. OTHER INFORMATION


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

The Company held its annual meeting of shareholders on February 15, 2000. Voting
common shareholders took the following actions at the meeting:

1. The  shareholders  elected the following  nominees to the Company's  Board of
Directors to serve until the next annual meeting of  shareholders or until their
successors are elected and qualified:
<TABLE>
<CAPTION>

                                          Shares               Shares               Shares               Broker
                 Name                    Voted for            Withheld            Abstaining            Non-votes

     <S>                                <C>                     <C>                   <C>                  <C>
      Keith A. Peterson                  2,936,886               8,600                 0                    0
      Timothy G. Johnson                 2,935,886               9,600                 0                    0
      Robert A. Brown                    2,936,886               8,600                 0                    0
      Edward A. Foehl                    2,936,886               8,600                 0                    0
      Frank G. Magdlen                   2,936,886               8,600                 0                    0

</TABLE>

2. The  shareholders  voted to ratify  management's  selection  of auditors  for
fiscal 2000 by the  affirmative  vote of 2,928,407  shares,  with 12,725  shares
voting against  ratification and 4,354 shares  abstaining.  There were no broker
non-votes with respect to this proposition.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

           10.20    Nonstatutory Stock Option Agreement dated February 15, 2000
                    between the Company and Frank G. Magdlen

           27       Financial Data Schedule

(b)   Reports on Form 8-K

                    None.





                                       11

<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.

                                       PHOENIX GOLD INTERNATIONAL, INC.



                                       /s/ Joseph K. O'Brien
                                       -------------------------------------
                                       Joseph K. O'Brien
                                       Chief Financial Officer
                                       (Principal Financial and Accounting
                                        Officer)

Dated:  May 8, 2000




                                       12

<PAGE>



                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>



       Exhibit                                                                                           Page
       -------                                                                                           ----

       <S>         <C>                                                                                  <C>
        10.1        Nonstatutory Stock Option Agreement dated February 15, 2000
                    between the Company and Frank G. Magdlen                                              14

        27          Financial Data Schedule                                                               19




</TABLE>

                                       13