<PAGE>

                                    FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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

                  For the quarterly period ended June 30, 1999

                                       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: 33-37983-35



                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                           <C>
                  Texas                                   76-0486529
(State or other jurisdiction of organization) (I.R.S. Employer Identification No.)
</TABLE>


                        16825 Northchase Drive, Suite 400
                              Houston, Texas 77060
                    (Address of principal executive offices)
                                   (Zip Code)

                                  (281)874-2700
              (Registrant's telephone number, including area code)

                                      None
              (Former name, former address and former fiscal year,
                          if changed since last report)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                 Yes  X    No
                                     ---




<PAGE>


                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.

                                      INDEX



<TABLE>
<CAPTION>
PART I.    FINANCIAL INFORMATION                                                           PAGE
      <S>                                                                                   <C>
      ITEM 1.    Financial Statements

            Balance Sheets

                - June 30, 1999 and December 31, 1998                                        3

            Statements of Operations

                - Three month and six month periods ended June 30, 1999 and 1998             4

            Statements of Cash Flows

                - Six month periods ended June 30, 1999 and 1998                             5

            Notes to Financial Statements                                                    6

      ITEM 2.    Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                                     9

PART II.    OTHER INFORMATION                                                               11


SIGNATURES                                                                                  12
</TABLE>



<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
                                 BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                                  June 30,            December 31,
                                                                                    1999                  1998
                                                                               ---------------       ---------------
                                                                                (Unaudited)
<S>                                                                          <C>                   <C>
ASSETS:

Current Assets:
     Cash and cash equivalents                                               $        685,807      $        649,116
     Nonoperating interests income receivable                                         305,455               342,267
                                                                               ---------------       ---------------
          Total Current Assets                                                        991,262               991,383
                                                                               ---------------       ---------------

Nonoperating interests in oil and gas
     properties, using full cost accounting                                         2,235,136             2,206,818
Less-Accumulated amortization                                                        (591,640)             (496,558)
                                                                               ---------------       ---------------
                                                                                    1,643,496             1,710,260
                                                                               ===============       ===============
                                                                             $      2,634,758      $      2,701,643
                                                                               ===============       ===============


LIABILITIES AND PARTNERS' CAPITAL:

Current Liabilities:
     Accounts Payable                                                        $          3,857      $          6,540
                                                                               ---------------       ---------------


Interest Holders' Capital (2,866,912 Interest Holders'
                          SDIs; $1.00 per SDI)                                      2,615,550             2,677,455
General Partners' Capital                                                              15,351                17,648
                                                                               ---------------       ---------------
          Total Partners' Capital                                                   2,630,901             2,695,103
                                                                               ===============       ===============
                                                                             $      2,634,758      $      2,701,643
                                                                               ===============       ===============
</TABLE>


                 See accompanying notes to financial statements.

                                        3


<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)





<TABLE>
<CAPTION>
                                                    Three Months Ended                        Six Months Ended
                                                         June 30,                                 June 30,
                                             ---------------------------------        ---------------------------------
                                                 1999               1998                  1999               1998
                                             --------------     --------------        --------------     --------------
<S>                                         <C>                <C>                   <C>                <C>
REVENUES:
     Income from nonoperating interests     $         93,796   $        112,134      $       176,017    $       203,212
     Interest income                                   7,791              5,073               15,612             10,558
                                              ---------------    ---------------       --------------     --------------
                                                     101,587            117,207              191,629            213,770
                                              ---------------    ---------------       --------------     --------------


COSTS AND EXPENSES:
     Amortization                                     41,697             72,441               95,082            123,624
     General and administrative                       11,837             14,028               27,245             24,575
                                              ---------------    ---------------       --------------     --------------
                                                      53,534             86,469              122,327            148,199
                                              ===============    ===============       ==============     ==============
NET INCOME (LOSS)                           $         48,053   $         30,738      $        69,302    $        65,571
                                              ===============    ===============       ==============     ==============




Limited Partners' net income (loss)
     per SDI                                $           0.01   $           0.01      $          0.02    $          0.02
                                              ===============    ===============       ==============     ==============
</TABLE>


                 See accompanying notes to financial statements.

                                        4


<PAGE>


                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                             Six Months Ended
                                                                                                 June 30,
                                                                                   -------------------------------------
                                                                                        1999                  1998
                                                                                   ---------------       ---------------
<S>                                                                              <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Income (loss)                                                               $         69,302      $         65,571
     Adjustments to reconcile income (loss) to
          net cash provided by operations:
          Amortization                                                                     95,082               123,624
          Change in assets and liabilities:
               (Increase) decrease in nonoperating interests income receivable             36,812              (205,067)
               (Increase) decrease in other current assets                                     --                 2,370
               Increase (decrease) in accounts payable                                     (2,683)               (4,212)
                                                                                   ---------------       ---------------
          Net cash provided by (used in) operating activities                             198,513               (17,714)
                                                                                   ---------------       ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to nonoperating interests in oil and gas properties                        (28,318)               38,647
                                                                                   ---------------       ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Cash Distributions to partners                                                      (133,504)             (166,110)
                                                                                   ---------------       ---------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                       36,691              (145,177)
                                                                                   ---------------       ---------------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                          649,116               600,825
                                                                                   ===============       ===============
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                       $        685,807      $        455,648
                                                                                   ===============       ===============
</TABLE>


                 See accompanying notes to financial statements.

                                        5


<PAGE>


                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


(1)  General Information -

                  The financial statements included herein have been prepared by
        the  Partnership  and are  unaudited  except  for the  balance  sheet at
        December  31,  1998  which has been  taken  from the  audited  financial
        statements at that date. The financial  statements reflect  adjustments,
        all of which  were of a  normal  recurring  nature,  which  are,  in the
        opinion  of  the  managing   general   partner   necessary  for  a  fair
        presentation.  Certain  information  and footnote  disclosures  normally
        included in financial  statements  prepared in accordance with generally
        accepted  accounting  principles have been omitted pursuant to the rules
        and regulations of the Securities and Exchange Commission  ("SEC").  The
        Partnership  believes adequate disclosure is provided by the information
        presented.  The financial  statements should be read in conjunction with
        the audited  financial  statements  and the notes included in the latest
        Form 10-K.

(2) Organization and Terms of Partnership Agreement -

                  Swift Energy Pension  Partners  1995-B,  Ltd., a Texas limited
        partnership  ("the  Partnership"),  was formed on December 14, 1995, for
        the purpose of  purchasing  net  profits  interest,  overriding  royalty
        interests and royalty interests (collectively, "nonoperating interests")
        in producing oil and gas properties within the continental United States
        and Canada. Swift Energy Company ("Swift"), a Texas corporation, and VJM
        Corporation ("VJM"), a California corporation, serve as Managing General
        Partner and Special  General Partner of the  Partnership,  respectively.
        The sole limited partner of the Partnership is Swift Depositary Company,
        which has assigned all of its beneficial  (but not of record) rights and
        interest  as  limited  partner  to  the  investors  in  the  Partnership
        ("Interest  Holders"),   in  the  form  of  Swift  Depositary  Interests
        ("SDIs").

                  The Managing  General  Partner has paid or will pay out of its
        own corporate funds (as a capital  contribution to the  Partnership) all
        selling commissions,  offering expenses,  printing, legal and accounting
        fees and other  formation costs incurred in connection with the offering
        of SDIs and the  formation  of the  Partnership,  for which the Managing
        General  Partner  will  receive  an  interest  in  continuing  costs and
        revenues of the Partnership. The 272 Interest Holders made total capital
        contributions of $2,866,912.

                  Generally,   all  continuing  costs  (including   general  and
        administrative  reimbursements  and direct  expenses)  and  revenues are
        allocated  85  percent  to the  Interest  Holders  and 15 percent to the
        general  partners.   After   partnership   payout,  as  defined  in  the
        Partnership  Agreement,  continuing costs and revenues will be shared 75
        percent by the Interest Holders, and 25 percent by the general partners.

(3)  Significant Accounting Policies -

       Use of Estimates --

                  The  preparation  of financial  statements in conformity  with
        generally accepted  accounting  principles  requires  management to make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities  at the date of the  financial  statements  and the reported
        amounts of revenues and expenses  during the  reporting  period.  Actual
        results could differ from estimates.

     Nonoperating Interests in Oil and Gas Properties -

                  The Partnership accounts for its ownership interest in oil and
        gas properties using the proportionate consolidation method, whereby the
        Partnership's  share of assets,  liabilities,  revenues  and expenses is
        included in the appropriate classification in the financial statement.

                                       6

<PAGE>


                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


                  For financial reporting purposes,  the Partnership follows the
        "full-cost"  method of accounting for nonoperating  interests in oil and
        gas property costs. Under this method of accounting,  all costs incurred
        in the acquisition of  nonoperating  interests in oil and gas properties
        are capitalized.  The unamortized cost of nonoperating  interests in oil
        and gas properties is limited to the "ceiling  limitation",  (calculated
        separately for the partnership,  limited partner, and general partners).
        The  "ceiling  limitation"  is  calculated  on  a  quarterly  basis  and
        represents the estimated future net revenues from nonoperating interests
        in proved  properties  using current prices,  discounted at ten percent.
        Proceeds from the sale or disposition of  nonoperating  interests in oil
        and  gas  properties  are  treated  as a  reduction  of the  cost of the
        nonoperating  interests  with no gains or  losses  recognized  except in
        significant transactions.

                  The  Partnership  computes the provision for  amortization  of
        nonoperating    interests   in   oil   and   gas   properties   on   the
        units-of-production   method.   Under  this  method,  the  provision  is
        calculated by multiplying  the total  unamortized  cost of  nonoperating
        interests in oil and gas  properties  by an overall rate  determined  by
        dividing the physical units of oil and gas produced during the period by
        the total estimated units of proved oil and gas reserves attributable to
        the Partnership's nonoperating interests at the beginning of the period.

                  The calculation of the "ceiling  limitation" and the provision
        for  depreciation,  depletion and  amortization is based on estimates of
        proved reserves. There are numerous uncertainties inherent in estimating
        quantities  of proved  reserves  and in  projecting  the future rates of
        production,  timing and plan of development. The accuracy of any reserve
        estimate  is a  function  of  the  quality  of  available  data  and  of
        engineering  and  geological  interpretation  and  judgment.  Results of
        drilling,  testing and production subsequent to the date of the estimate
        may justify revision of such estimate.  Accordingly,  reserve  estimates
        are  often  different  from  the  quantities  of oil  and gas  that  are
        ultimately recovered.

(4)  Related-Party Transactions -

                  The  Partnership  entered  into a Net Profits  and  Overriding
        Royalty  Interest  Agreement  ("NP/OR   Agreement")  with  Swift  Energy
        Operating Partners 1995-B Ltd. ("Operating Partnership"),  an affiliated
        partnership  managed  by Swift  for the  purpose  of  acquiring  working
        interests in producing  oil and gas  properties.  Under the terms of the
        NP/OR  Agreement,  the  Partnership  has been  conveyed  a  nonoperating
        interest in the  aggregate net profits  (i.e.,  oil and gas sales net of
        related  operating  costs)  of  the  properties  acquired  equal  to the
        Partnership's proportionate share of the property acquisition costs.

(5)  Vulnerability Due to Certain Concentrations -

                  The  Partnership's  revenues are primarily the result of sales
         of its oil and natural gas production. Market prices of oil and natural
         gas may fluctuate and adversely affect operating results.

                  In the normal  course of  business,  the  Partnership  extends
         credit, primarily in the form of monthly oil and gas sales receivables,
         to various  companies  in the oil and gas industry  which  results in a
         concentration of credit risk. This  concentration of credit risk may be
         affected by changes in economic or other conditions and may accordingly
         impact the  Partnership's  overall credit risk.  However,  the Managing
         General  Partner  believes  that the  risk is  mitigated  by the  size,
         reputation,  and  nature  of the  companies  to which  the  Partnership
         extends credit. In addition, the Partnership generally does not require
         collateral or other security to support customer receivables.

(6)  Fair Value of Financial Instruments -

                  The Partnership's  financial  instruments  consist of cash and
         cash equivalents and short-term  receivables and payables. The carrying
         amounts  approximate  fair value due to the highly liquid nature of the
         short-term instruments.

                                       7


<PAGE>


                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


(7)  Year 2000 -

                  The  Year  2000  issue  results  from  computer  programs  and
        embedded computer chips with date fields that cannot distinguish between
        the years 1900 and 2000.  The  Managing  General  Partner  is  currently
        implementing  the steps necessary to make its operations and the related
        operations of the Partnership capable of addressing the Year 2000. These
        steps include upgrading, testing and certifying its computer systems and
        field   operation   services   and   obtaining   Year  2000   compliance
        certification  from  all  important  business  suppliers.  The  Managing
        General Partner formed a task force during 1998 to address the Year 2000
        issue and prepare its business  systems for the Year 2000.  The Managing
        General Partner has either replaced or updated mission  critical systems
        and expects to  complete  testing  during the third  quarter of 1999 and
        continue remedial actions as needed.

                  The Managing  General  Partner's  business  systems are almost
        entirely  comprised of  off-the-shelf  software.  Most of the  necessary
        changes in computer  instructional  code can be made by  upgrading  this
        software.  The Managing  General  Partner is currently in the process of
        either upgrading the off-the-shelf  software or receiving  certification
        as to Year 2000  compliance from vendors or third party  consultants.  A
        testing phase is being conducted as the software is updated or certified
        and is expected to be completed during the third quarter of 1999.

                  The  Managing  General  Partner  does not  believe  that costs
        incurred  to address  the Year 2000 issue with  respect to its  business
        systems  will have a  material  effect on the  Partnership's  results of
        operations,  or its  liquidity and  financial  condition.  The estimated
        total cost to the Managing  General  Partner to address Year 2000 issues
        is  projected  to be less  than  $150,000,  most of which  will be spent
        during  the  testing  phase.  The  Partnership's  share of this  cost is
        expected to be insignificant.

                  The  failure  to correct a material  Year 2000  problem  could
        result  in an  interruption,  or  failure  of  certain  normal  business
        activities or  operations.  Based on  activities  to date,  the Managing
        General  Partner  believes that it will be able to resolve any Year 2000
        problems  concerning  its financial and  administrative  systems.  It is
        undeterminable  how all the  aspects  of the Year 2000 will  impact  the
        Partnership.  The most  reasonably  likely  worst  case  scenario  would
        involve a prolonged disruption of external power sources upon which core
        equipment   relies,   resulting  in  a   substantial   decrease  in  the
        Partnership's  oil and  gas  production  activities.  In  addition,  the
        pipeline  operators  to whom the  Managing  General  Partner  sells  the
        Partnership's  natural gas, as well as other  customers  and  suppliers,
        could be prone to Year  2000  problems  that  could not be  assessed  or
        detected by the Managing General  Partner.  The Managing General Partner
        is contacting  its major  purchasers,  customers,  suppliers,  financial
        institutions  and others  with whom it conducts  business  to  determine
        whether  they will be able to resolve  in a timely  manner any Year 2000
        problems directly  affecting the Managing General Partner or Partnership
        and to inform them of the Managing General Partner's internal assessment
        of its Year 2000  review.  There  can be no  assurance  that such  third
        parties will not fail to appropriately address their Year 2000 issues or
        will not  themselves  suffer a Year 2000  disruption  that  could have a
        material  adverse  effect  on the  Partnership's  activities,  financial
        condition  or  operating  results.  Based upon these  responses  and any
        problems  that arise  during the  testing  phase,  contingency  plans or
        back-up systems would be determined and addressed.


                                        8


<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

GENERAL

      The  Partnership  was formed for the purpose of investing in  nonoperating
interests in producing oil and gas  properties  located  within the  continental
United States and Canada.  In order to accomplish  this,  the  Partnership  goes
through two distinct yet  overlapping  phases with respect to its  liquidity and
results of  operations.  When the  Partnership  was  formed,  it  commenced  its
"acquisition"  phase,  with all funds  placed in  short-term  investments  until
required for the acquisition of nonoperating interests.  Therefore, the interest
earned on these pre-acquisition investments becomes the primary cash flow source
for initial  partner  distributions.  As the Partnership  acquires  nonoperating
interests  in producing  properties,  net cash from  ownership  of  nonoperating
interests becomes available for distribution,  along with the investment income.
After all  partnership  funds have been  expended on  nonoperating  interests in
producing oil and gas properties, the Partnership enters its "operations" phase.
During  this  phase,  income from  nonoperating  interests  in oil and gas sales
generates  substantially  all revenues,  and  distributions  to Interest Holders
reflect those revenues less all associated partnership expenses. The Partnership
may also derive proceeds from the sale of nonoperating interests in acquired oil
and gas properties,  when the sale of such interests is economically appropriate
or preferable to continued operations.

LIQUIDITY AND CAPITAL RESOURCES

      Oil and gas reserves are depleting  assets and therefore often  experience
significant  production  declines each year from the date of acquisition through
the end of the life of the  property.  The primary  source of  liquidity  to the
Partnership comes almost entirely from the income generated from the sale of oil
and gas produced from ownership  interests in oil and gas  properties.  Net cash
provided by (used in) operating  activities  totaled  $198,513 and $(17,714) for
the six  months  ended  June 30,  1999 and 1998,  respectively.  This  source of
liquidity and the related results of operations, and in turn cash distributions,
will decline in future periods as the oil and gas produced from these properties
also  declines  while  production  and general and  administrative  costs remain
relatively  stable  making  it  unlikely  that  the  Partnership  will  hold the
properties  until they are fully  depleted,  but will  likely  liquidate  when a
substantial  majority of the reserves have been produced.  The  Partnership  has
expended  all  of  the   partners'  net   commitments   available  for  property
acquisitions and development by acquiring producing oil and gas properties.  The
partnership invests primarily in proved producing properties with nominal levels
of future costs of development for proven but undeveloped reserves.  Significant
purchases  of  additional  reserves  or  extensive  drilling  activity  are  not
anticipated. Cash distributions totaled $133,504 and $166,110 for the six months
ended June 30, 1999 and 1998, respectively.

      The  Partnership  does  not  allow  for  additional  assessments  from the
partners or Interest Holders to fund capital  requirements.  However,  funds are
available  from  partnership  revenues or proceeds from the sale of  partnership
property.  The  Managing  General  Partner  believes  that the  funds  currently
available to the Partnership  will be adequate to meet any  anticipated  capital
requirements.

RESULTS OF OPERATIONS

      The  following  analysis  explains  changes  in the  revenue  and  expense
categories  for the quarter ended June 30, 1999 (current  quarter) when compared
to the quarter  ended June 30,  1998  (corresponding  quarter),  and for the six
months ended June 30, 1999  (current  period),  when  compared to the six months
ended June 30, 1998 (corresponding period).

Three Months Ended June 30, 1999 and 1998

      Income  from  nonoperating  interests  decreased  16 percent in the second
quarter of 1999 when  compared  to the same  quarter in 1998.  Oil and gas sales
declined  $67,981 or 30 percent in the second  quarter of 1999 when  compared to
the  corresponding  quarter  in 1998,  primarily  due to  decreased  oil and gas
production.  Current  quarter oil and gas production  declined 43 percent and 34
percent, respectively,  when compared to second quarter 1998 production volumes.
Oil prices increased 43 percent or $4.64/BBL to an average of $15.43/BBL and gas
prices  decreased  5 percent or  $.11/MCF  to an average  of  $2.31/MCF  for the
quarter.


                                       9


<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


      Corresponding  production costs per equivalent MCF decreased 10 percent in
the second  quarter  of 1999  compared  to the  second  quarter of 1998 as total
production costs decreased 44 percent.

      Associated  amortization  expense  decreased 42 percent or $30,744 in 1999
compared to second  quarter  1998,  also  related to the  decline in  production
volumes.

Six Months Ended June 30, 1999 and 1998

      Income from nonoperating  interests  decreased 13 percent in the first six
months  of 1999 when  compared  to the same  period  in 1998.  Oil and gas sales
declined  $77,264 or 22 percent in the first six months of 1999 when compared to
the  corresponding  period  in  1998,  primarily  due to  decreased  oil and gas
production.  Current  period oil and gas  production  declined 33 percent and 13
percent,  respectively,  when  compared to the same  period in 1998.  Oil prices
increased  20 percent or $2.16/BBL  to an average of  $13.05/BBL  and gas prices
decreased  10 percent or  $.21/MCF  to an average of  $1.94/MCF  for the current
period.

      Corresponding  production costs per equivalent MCF decreased 13 percent in
the first six months of 1999  compared  to the  corresponding  period in 1998 as
total production costs decreased 33 percent.

      Associated  amortization  expense  decreased 23 percent or $28,542 in 1999
compared  to the first six  months  of 1998,  also  related  to the  decline  in
production volumes.

      During 1999,  partnership  revenues  and costs will be shared  between the
Interest Holders and general partners in an 85:15 ratio.


                                       10


<PAGE>


                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
                           PART II - OTHER INFORMATION




ITEM 5.    OTHER INFORMATION


                                     -NONE-






                                       11

<PAGE>


                                   SIGNATURES



Pursuant to the  requirements of Section 13 or 15(d) 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.


                                         SWIFT ENERGY PENSION
                                         PARTNERS 1995-B, LTD.
                                         (Registrant)

                              By:        SWIFT ENERGY COMPANY
                                         Managing General Partner

Date:     August 4, 1999      By:        /s/ John R. Alden
          --------------                 ---------------------------------
                                         John R. Alden
                                         Senior Vice President, Secretary
                                         and Principal Financial Officer

Date:     August 4, 1999      By:        /s/ Alton D. Heckaman, Jr.
          --------------                 ---------------------------------
                                         Alton D. Heckaman, Jr.
                                         Vice President, Controller
                                         and Principal Accounting Officer


                                       12