<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

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

                  For the quarterly period ended March 31, 1999

                                       OR

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

                          Commission File No.: 0-28390

                  PENNSYLVANIA PHYSICIAN HEALTHCARE PLAN, INC.
             (Exact name of registrant as specified in its Charter)

         Pennsylvania                                   23-2795795
   (State of incorporation                           (I.R.S. Employer
       or organization)                            Identification Number)


                    651 East Park Drive, Harrisburg, PA 17111
                    (Address of Principal Executive Offices)

               Registrant's Telephone Number, including area code:
                                 (717) 561-7890

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

                                   Yes  X   No      ,
                                      -----   ------

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date:

         4,087 shares of Class A common stock, $.01 par value per share

         1,074 shares of Class B common stock, $.01 par value per share

                             (as of April 30, 1999)

                                  Transitional Small Business Disclosure Format:
Yes    X          No  
   -----------       ---------

<PAGE>



PENNSYLVANIA PHYSICIAN HEALTHCARE PLAN, INC.

Consolidated Balance Sheets
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                                                               March 31,           December 31,
Assets                                                                                            1999                 1998
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>                  <C>        
Current assets:
     Cash and cash equivalents                                                                $ 3,728,215          $ 2,608,269
     Short-term investment securities                                                             400,000              400,750
     Accrued interest income                                                                       56,248              145,654
     Premiums receivable, net                                                                     283,633              171,766
     Income taxes receivable                                                                       28,853               28,853
     Other assets                                                                                 323,485              245,056
-------------------------------------------------------------------------------------------------------------------------------

Total current assets                                                                            4,820,434            3,600,348
-------------------------------------------------------------------------------------------------------------------------------

Long-term investment securities                                                                 4,891,379            6,860,624
Equipment (net of accumulated depreciation of $741,852
     and $684,830, respectively)                                                                  599,376              571,911
-------------------------------------------------------------------------------------------------------------------------------

Total assets                                                                                   10,311,189           11,032,883
-------------------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity
-------------------------------------------------------------------------------------------------------------------------------
Current liabilities:
     Medical claims liabilities                                                                 2,579,762            1,945,722
     Accounts payable                                                                             120,349              152,558
     Accrued expenses                                                                              56,162               44,350
     Other liabilities                                                                            480,933               29,075
-------------------------------------------------------------------------------------------------------------------------------

Total current liabilities                                                                       3,237,206            2,171,705
-------------------------------------------------------------------------------------------------------------------------------

Stockholders' Equity:
Class A common voting stock, $.01 par value, 40,000 shares
     authorized;  4,087 shares issued and outstanding                                                  41                   41
Class B common non-voting stock, $.01 par value, 100,000 shares
     authorized;  1,074 shares issued and outstanding                                                  11                   11
Additional paid in capital                                                                     21,220,777           21,220,777
Accumulated deficit                                                                           (14,135,206)         (12,364,727)
Net unrealized gain on investment securities, net of taxes                                        (11,640)               5,076
-------------------------------------------------------------------------------------------------------------------------------

Total stockholders' equity                                                                      7,073,983            8,861,178
-------------------------------------------------------------------------------------------------------------------------------

Total liabilities and stockholders' equity                                                   $ 10,311,189         $ 11,032,883
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                       2
<PAGE>

PENNSYLVANIA PHYSICIAN HEALTHCARE PLAN, INC.

Consolidated Statements of Income and Comprehensive Income
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                                                Three Months             Three Months
                                                                                    Ended                    Ended
                                                                                March 31, 1999           March 31, 1998
------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                       <C>       
Revenues:
     Premiums                                                                    $ 4,976,586               $  928,238
     Investment income, net                                                          118,680                  180,688
------------------------------------------------------------------------------------------------------------------------

Total Revenue                                                                      5,095,266                1,108,926
------------------------------------------------------------------------------------------------------------------------

Expenses:
     Health care services                                                          5,196,094                  713,076
     Salary and benefits                                                             981,286                  687,780
     Operating  expenses                                                             533,040                  390,353
     Professional services                                                            87,660                   77,864
     Other taxes                                                                      10,643                    2,485
     Depreciation                                                                     57,022                   99,133
------------------------------------------------------------------------------------------------------------------------

Total expenses                                                                     6,865,745                1,970,691
------------------------------------------------------------------------------------------------------------------------


Net loss                                                                         $(1,770,479)              $ (861,765)
------------------------------------------------------------------------------------------------------------------------

Other comprehensive income, net of income taxes:
     Unrealized gain on investments                                                  (16,716)                       -

Comprehensive Loss                                                                (1,787,195)                (861,765)

Net loss per common share                                                        $   (343.05)              $  (166.98)

Weighted average common shares                                                         5,161                    5,161
------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

PENNSYLVANIA PHYSICIAN HEALTHCARE PLAN, INC.

Consolidated Statements of Changes In Stockholders' Equity
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         Accumulated
                                      Common           Common Stock        Additional                       Other
                                   Stock Shares          Par Value           Paid In       Accumulated   Comprehensive
                               Class A     Class B  Class A    Class B       Capital         Deficit        Income         Total
------------------------------------------------------------------------------------------------------------------------------------
<S>               <C> <C>        <C>         <C>       <C>        <C>     <C>             <C>              <C>          <C>        
Balance, December 31, 1997       4,087       1,074     $ 41       $ 11    $ 21,220,777    $ (6,274,244)    $       -    $14,946,585

Comprehensive Loss
     Net loss                                                                               (6,090,483)                  (6,090,483)

Other Comprehensive Income
     Unrealized gains on
     investments                                                                                               5,076          5,076
------------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 1998       4,087       1,074       41         11      21,220,777     (12,364,727)        5,076      8,861,178
------------------------------------------------------------------------------------------------------------------------------------

Comprehensive Loss
     Net loss                                                                               (1,770,479)                  (1,770,479)

Other Comprehensive Income
     Unrealized losses on
     investments                                                                                             (16,716)       (16,716)
------------------------------------------------------------------------------------------------------------------------------------

Balance, March 31, 1999          4,087       1,074     $ 41       $ 11    $ 21,220,777   $ (14,135,206)    $ (11,640)   $ 7,073,983
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

PENNSYLVANIA PHYSICIAN HEALTHCARE PLAN, INC.

Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                     Three Months                     Three Months
                                                                                         Ended                            Ended
                                                                                     March 31, 1999                   March 31, 1998
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>                              <C>        
Cash flows from operating activities:
     Net loss                                                                         $ (1,770,479)                    $ (861,765)
     Adjustments to reconcile net loss to net cash
          provided by (used in) operating activities:
         Depreciation, amortization and accretion                                           61,457                         99,133
         Net loss on sale of invetment securities                                               22                              -
         Change in assets and liabilities:
            Accrued interest income                                                         89,406                          6,032
            Premiums receivable                                                            171,766                          9,421
            Other assets                                                                   (78,429)                        (7,357)
            Medical claims liabilities                                                     634,040                        151,982
            Accounts payable                                                               (32,209)                        (9,673)
            Accrued expenses                                                                11,812                        (18,387)
            Other liabilities                                                              168,225                              -
------------------------------------------------------------------------------------------------------------------------------------

Net cash used in operating activities                                                     (744,389)                      (630,614)
------------------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
     Purchases of investment securities                                                 (2,151,194)                             -
     Proceeds from maturities of investment securities                                   4,000,000                              -
     Proceeds from sale of investment securities                                           100,016                              -
     Purchases of equipment                                                                (84,487)                       (63,151)
------------------------------------------------------------------------------------------------------------------------------------

 Net cash recieved from (used in) investing activities                                   1,864,335                        (63,151)
----------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                                     1,119,946                       (693,765)
Cash and cash equivalents, beginning of period                                           2,608,269                     14,250,640
----------------------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of period                                              $  3,728,215                   $ 13,556,875
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.


                                       5
<PAGE>
PENNSYLVANIA PHYSICIAN HEALTHCARE PLAN, INC.

Notes to Consolidated Financial Statements for the Three Month Periods Ended
March 31, 1999 and 1998.
--------------------------------------------------------------------------------
 (1)     Description of Business

         Pennsylvania Physician Healthcare Plan, Inc. (the Company) was formed
         as a Pennsylvania for-profit corporation on February 15, 1995, under
         the direction of private practicing physicians to develop a physician
         owned and controlled managed care organization in Pennsylvania.

         The Company received a third party administrator (TPA) license in March
         1997 and a license to operate a preferred provider organization (PPO)
         in April 1997. The Company received a license to operate a health
         maintenance organization (HMO) on March 22, 1999.

         Through June 30, 1997 the Company was in the developmental stage and
         activities consisted primarily of raising capital through a public
         stock offering, hiring a management team, applying for the necessary
         licenses to operate as a managed care organization and developing a
         business plan. In the third quarter of 1997, the Company became
         operational and, accordingly, all developmental stage references in the
         accompanying financial statements were removed.

 (2)     Summary of Significant Accounting Policies

         Unaudited Financial Statements 
         The unaudited consolidated financial statements should be read in
         conjunction with the audited consolidated financial statements as of
         December 31, 1998 and reflect, in the opinion of management, all
         adjustments necessary to fairly state the results of operations for
         such periods.

         The results of operations for the three month periods ended March 31,
         1999 and 1998 are not necessarily indicative of the results of
         operations expected for the full year.

         The notes to the financial statements are condensed and may not include
         all information that is required to be disclosed by generally accepted
         accounting principles.

         Principles of Consolidation
         The consolidated financial statements include the financial statements
         of Pennsylvania Physician Healthcare Plan, Inc. and its three
         wholly-owned subsidiaries, Physicians Care HMO, Inc., Physicians Care
         PPO, Inc., and Pennsylvania Physicians Care Service Corp. All
         significant intercompany balances and transactions have been eliminated
         in consolidation.



                                       6
<PAGE>

         Cash and Cash Equivalents
         Cash and cash equivalents include cash and investments with maturities
         of less than three months when purchased. The cost of these investments
         approximates fair market value.

         Investments
         The investment securities portfolio is classified as
         available-for-sale, and carried at fair value. Such fair value is based
         upon values obtained from independent third parties or quoted market
         prices of comparable instruments. Temporary changes in the fair value
         of investments are reflected as a component of other comprehensive
         income.

         Premiums and discounts are amortized and accreted over the term of the
         related securities using a method that approximates the interest
         method, adjusted for prepayments. Realized gains and losses on the sale
         of investment securities (determined by the specific identification
         method) are shown separately in the consolidated statement of
         operations. A decline in the fair value of any investment below cost
         that is deemed other than temporary results in a reduction of the
         carrying amount to fair value through a charge to income. Dividends and
         interest income are recognized when earned.

         Equipment
         Equipment, consisting of furniture and office equipment, data
         processing equipment, leasehold improvements and capitalized software,
         is carried at cost. Depreciation is calculated on the accelerated cost
         recovery method for both financial reporting and income taxes purposes
         over the estimated useful lives of the assets.

         When changes in business circumstances warrant, the Company reviews the
         recoverability of long-lived assets to determine if there has been any
         permanent impairment. This assessment is based on estimated future
         undiscounted cash flows compared with the assets' carrying value. If
         impairment is indicated, a write-down to fair value (normally measured
         by discounting estimated cash flows) would be taken.

         Medical Claims Liability
         Medical claims liabilities consist of actual claims reported but not
         paid and estimates of health care services incurred but not reported.
         The estimated claims incurred but not reported are based on historical
         data, current enrollment, health service utilization statistics, and
         other related information. These accruals are continually monitored and
         reviewed, and, as settlements are made or accruals adjusted,
         differences are reflected in current operations. Changes in assumptions
         for medical costs caused by changes in actual experience could cause
         these estimates to change in the near term.

         Revenue Recognition
         Premiums are recorded as revenue in the month in which members are
         entitled to service. Premiums collected in advance are recorded as
         deferred revenue. Interest income is recorded in the period it is
         earned.


<PAGE>

         Reinsurance
         Premiums paid to reinsurers are reported as health care services
         expense and the related reinsurance recoveries, if any, are reported as
         deductions from health care services expense.

         Income Taxes
         Income taxes are accounted for under the asset and liability method.
         Deferred tax assets and liabilities are recognized for the future tax
         consequences attributable to differences between the financial
         statement carrying amounts of existing assets and liabilities and their
         respective tax bases and to operating loss and tax credit
         carryforwards. Deferred tax assets and liabilities are measured using
         enacted tax rates expected to apply to taxable income in the years in
         which those temporary differences are expected to be recovered or
         settled. The effect on deferred tax assets and liabilities of a change
         in tax rates is recognized in income in the period that includes the
         enactment date.

         Earnings Per Common Share
         Earnings per common share have been computed based upon the weighted
         average number of common shares outstanding during each period.

         Effective January 1, 1997, the Company adopted Statement of Financial
         Accounting Standards Number 128 "Earnings Per Share" (FASB No. 128).
         FASB No. 128 requires the presentation of basic earnings per share
         (EPS), calculated by dividing income available to common shareholders
         by the weighted-average number of common shares outstanding during the
         period, and diluted EPS, calculated the same as basic EPS except that
         the denominator is increased to include the number of additional common
         shares that would have been issued if all dilutive potential common
         shares had been issued. FASB No. 128 requires the restatement of EPS
         for all periods presented. The adoption of FASB No. 128 had no effect
         on the Company's calculation of earnings per share in the accompanying
         financial statements.

         Use of Estimates
         Management has made a number of estimates and assumptions relating to
         the reporting of assets and liabilities to prepare these consolidated
         financial statements in conformity with generally accepted accounting
         principles. Actual results could differ from those estimates.

         New Accounting Standard
         In June 1997, the Financial Accounting Standards Board (FASB) issued
         FASB No. 130 "Reporting Comprehensive Income". This statement, which
         establishes standards for reporting and disclosure of comprehensive
         income, is effective for annual periods beginning after December 15,
         1997. The adoption of FASB No. 130 has not had any material impact on
         the Company's financial position or results of operations.

         In June 1997, the FASB issued Statement No. 131, "Disclosures about
         Segments of an Enterprise and Related Information," which became
         effective in 1998. This statement establishes standards for reporting
         selected information about operating segments in PPHP's interim and
         annual financial statements. Adoption of this statement did not impact
         the presentation of PPHP's financial information.


<PAGE>

         In June 1998, the FASB issued Statement No. 133, "Accounting for
         Derivative Instruments and Hedging Activities," which is effective for
         PPHP's fiscal year ending December 31, 2000. This statement establishes
         accounting and reporting standards for derivative instruments,
         including those embedded in other contracts, and for hedging
         activities. It requires recognizing derivatives as assets or
         liabilities at fair value on the balance sheet. Management is currently
         evaluating the effects of FASB No. 133 on PPHP's financial condition
         and results of operations.

         Year 2000
         Costs incurred by the Company to address Year 2000 issues, to include
         costs for assessment, renovation, testing, verification, and
         implementation, are charged to expense as incurred.

 (3)     Restrictions on Cash    
             
         The Company received a license to operate an HMO on March 22, 1999,
         which eliminated certain restrictions on its use of cash proceeds from
         its 1995-1996 stock offering.

 (4)     Reinsurance

         The Company has a reinsurance agreement for portions of the risk that
         it has underwritten through its products. PPO risk was reinsured to
         $2,000,000 per member per lifetime in excess of maximum loss retention
         of $75,000 per member per year. Coinsurance ranges from 50% to 90%
         depending on the type of service, age of the member, and service
         facility.

         There were no reinsurance recoveries for the three month periods ended
         March 31, 1999 and 1998.



<PAGE>


 (5)     Income Taxes

         The net deferred amounts reported by the Company at March 31, 1999 and
         December 31, 1998 are as follows:

                                                          1999           1998
                                                    ------------- -------------
               Deferred tax assets:
                  Start up costs                    $    835,476  $     879,794
                  Net operating loss carryforward      4,842,454      4,073,697
                  Other assets                            18,015         35,958
                                                    ------------- -------------
               Deferred tax asset                      5,695,945      4,989,449

               Valuation allowance                    (5,695,945)    (4,989,449)
                                                    ------------- -------------
               Net deferred tax asset               $          -  $           -
                                                    ------------- -------------

         The Company has Federal net operating losses of approximately
         $11,927,000 available to offset future income before taxes, which
         expire in the period from 2011 to 2019. Management recorded the
         valuation allowance to reduce the deferred income tax benefit to its
         estimated realizable value in light of the Company's lack of profitable
         operating history.

 (6)     Recapitalization

         At a Special Meeting of Shareholders held on January 9, 1999, the
         holders of the Company's Class A voting common stock and Class B
         non-voting common stock approved a Plan of Recapitalization and Amended
         and Restated Articles of Incorporation of the Company. The
         recapitalization changed the voting rights of the Class A shares,
         created new classes of both common and preferred stock, provided for
         the conversion of the outstanding Class A shares and Class B shares to
         shares of a new class of voting common stock and simplified the shares
         of the Company by eliminating the Class C common stock and Class D
         common stock of the Company (no shares of which had been outstanding).

         The Class A shares and Class B shares were changed to permit the
         voluntary conversion into a new class of voting common stock on or
         after January 11, 1999 at the election of the holder and to require
         conversion effective as of January 1, 2000. The conversion ratio is 400
         shares of common stock for each Class A share and 100 shares of common
         stock for each Class B share. The conversion ratio is subject to
         adjustment in the event of a stock split, stock dividend, distribution
         or other transaction affecting the common stock prior to conversion.
         All Class A and Class B shares will also automatically convert to
         shares of common stock on the day before the occurrence of any of the
         following events:

         o  a reclassification or change of the outstanding common stock (except
            a stock split or a combination of shares);

         o  a consolidation or merger of the Company (except a merger in which
            the Company survives without a reclassification or change of the
            Company's common stock, except for a split or combination of
            shares); or

         o  the sale or conveyance (except if the sale or conveyance is for cash
            followed by the immediate distribution of such cash to the
            shareholders of the Company) to another corporation of all or
            substantially all of the Company's property.

         Holders who elect to convert their Class A shares or Class B shares to
         common stock must convert all of such shares. As of March 17, 1999, no
         Class A shares or Class B shares had been converted by the holders
         thereof into shares of common stock.


<PAGE>

Item 2. Management's Discussion and Analysis on Plan of Operation.

         There have been no material changes in Registrant's plan of operations
         as set forth in the December 31, 1998 form 10-KSB.

         Year 2000

         The "Year 2000 issue" refers generally to the problem that some
         software may have in determining the correct century for the year. For
         example, software with date-sensitive functions that is not Year 2000
         compliant may not be able to distinguish whether "00" means 1900 or
         2000. To the extent that computer programs are unable to properly
         interpret calendar dates beginning in the Year 2000, computers, as well
         as other non-computer equipment using embedded technology, could shut
         down, calculate dates or data based on dates incorrectly, or report
         information inaccurately. Year 2000 issues affect virtually all
         companies and organizations.

         The Company has undertaken a review of its systems infrastructure and
         operations in order to determine the extent to which its computer
         systems will be vulnerable to potential errors and system failures
         arising from the transition of dates from 1999 to 2000. The Company's
         financial and operational computer systems utilize computer software
         and hardware developed by outside vendors. The Company has, through
         communication with its software and hardware vendors, determined which
         internal information technology systems are Year 2000 compliant and
         which systems need updating. Most systems, including the Company's main
         system used to process enrollment, billing and accounts receivable,
         authorizations, and claims payments, and the Company's local area
         network, have been updated to process calendar dates beginning in the
         Year 2000. Updates on the remaining systems are scheduled to be
         completed in July, 1999. Additionally, the Company's telephone system
         has been updated to be Year 2000 compliant. Testing of the various
         systems to verify that dates beginning in the Year 2000 will be
         processed accurately will begin in May, 1999.

         The Company does not expect the costs associated with this upgrade to
         be material to the Company's consolidated financial position, results
         of operations or cash flows. However, the Company is currently unable
         to determine the potential impact, if any, that could result from any
         of its vendors' failure to address this issue adequately. Despite any
         of its vendors' efforts, the Company's system infrastructure, software
         and hardware may still be materially adversely impacted by the
         transition to Year 2000 through the inability to accurately and timely
         process benefit claims, the inability to update customers' accounts,
         the inability to process financial transactions, the inability to bill
         customers, the inability to assess exposure to risks, the inability to
         determine liquidity requirements or report accurate financial data to
         management, shareholders, customers, regulators and others, business
         interruptions or shutdowns, reputational harm, increased scrutiny by
         regulators, and litigation related to Year 2000 issues, any of which
         events could have a material adverse effect on the Company's business,
         results of operations and financial condition.


<PAGE>

         In addition, the Company has begun to develop contingency/recovery
         plans aimed at ensuring the continuity of critical business functions
         before December 31, 1999. As part of that process, the Company has
         begun to develop reasonably likely failure scenarios for its critical
         information technology systems and external relationships. Once these
         scenarios are identified, the Company will develop plans that are
         designed to reduce the impact on the Company and provide methods for
         returning to normal operations if one or more of those scenarios occur.

         Year 2000 considerations may also have an effect on some third parties
         with whom the Company does business and thus indirectly affect the
         Company. One or more of the Company's physician providers, other health
         care providers or other contractors or suppliers may encounter errors
         and system failures arising from the transition of dates from 1999 to
         2000, which would be beyond the Company's control. For example, the
         Company could be responsible if a hospital system failed to adequately
         address its Year 2000 issues and a patient insured by the Company were
         to suffer as a result of such failure. The Company has initiated
         contact with many of its providers, contractors and suppliers to
         determine if these third parties are appropriately responding to their
         Year 2000 issues. The Company will also review regulatory filings or
         audited financial statements for information on these third parties'
         state of readiness as it relates to Year 2000 issues. It is not
         possible to quantify the cost to the Company with respect to third
         parties with Year 2000 problems, although the Company does not
         anticipate that it will have a material adverse effect on its business,
         results of operations and financial condition.


                           PART II - OTHER INFORMATION

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

        (a)      Exhibits

                 27  Financial Data Schedule

        (b)      Reports on Form 8-K

                 None



<PAGE>



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be filed on its behalf be the undersigned, thereunto duly
authorized:

<TABLE>
<CAPTION>
                                                     Pennsylvania Physician Healthcare Plan, Inc.
                                                     (Registrant)

<S>          <C>                                     <C>                                                                      
Date:    May 14, 1999                                By:      /s/ Richard A. Felice                       
         -----------------------------------                  --------------------------------------------
                                                              Richard A. Felice, President and Chief
                                                              Executive Officer


Date:    May 14, 1999                                By:      /s/ T. Clark Phillip                        
         -----------------------------------                  --------------------------------------------
                                                              T. Clark Phillip, Treasurer and Chief
                                                              Financial Officer

</TABLE>