<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


        (Mark one)

[X]     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 for the quarterly period ended March 31, 1998.

                                       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: 0-24636


                         THE SIRENA APPAREL GROUP, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                       36-2998726
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                     Identification No.)


                               10333 VACCO STREET
                        SOUTH EL MONTE, CALIFORNIA 91733
               (Address of principal executive offices)(Zip code)
                                  (626)442-6680
               (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.

                                                                [X] Yes   [ ] No

Number of shares of Common Stock, $0.01 par value, of the registrant outstanding
as of April 30, 1998: 4,792,491


This Form 10-Q contains 14 pages
Exhibit index appears on page 13.



                                       1
<PAGE>   2
                                   FORM 10-Q


<TABLE>
<CAPTION>

                                     INDEX

                        PART I - FINANCIAL INFORMATION            PAGE
                                                                  ----

<S>                                                                <C>
Item 1. Financial Statements (Unaudited)

        Balance Sheets                                               3
        March 31, 1998 and June 30, 1997

        Statements of Operations                                     5
        Three and nine months ended March 31, 1998
        and 1997

        Statements of Cash Flows                                     6
        Nine months ended March 31, 1998 and 1997

        Notes to Financial Statements                                7
        March 31, 1998

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

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                           13

Item 2. Changes in Securities                                       13

Item 3. Defaults Upon Senior Securities                             13

Item 4  Submission of Matters to a Vote of Security Holders         13

Item 5. Other Information                                           13

Item 6. Exhibits and Reports on Form 8-K                            13

Signatures                                                          14
</TABLE>

                                       2



<PAGE>   3

                         PART I - FINANCIAL INFORMATION


Item 1. Financial Statements


                         THE SIRENA APPAREL GROUP, INC.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>


                                             March 31,          June 30,
                                              1998                1997
                                           ------------       ------------
                                            (Unaudited)
<S>                                        <C>                <C>         
ASSETS
Current assets
 Cash                                      $    134,000       $    202,000
 Accounts receivable, net of
  allowance of $ 1,860,000
  (March 31, 1998) and
  $1,773,000 (June 30, 1997)
  (Note 2)                                    5,792,000          6,942,000
 Inventories (Note 3)                        12,562,000          4,251,000
 Prepaids and other current assets              286,000            385,000
                                           ------------       ------------
Total current assets                         18,774,000         11,780,000

Equipment and leasehold improvements:
 Furniture, fixtures and equipment            3,800,000          3,415,000
 Leasehold improvements                         843,000            836,000
                                           ------------       ------------
                                              4,643,000          4,251,000
 Less accumulated depreciation
 and amortization                            (3,423,000)        (3,134,000)
                                           ------------       ------------
                                              1,220,000          1,117,000

Equipment under capital lease,
 less accumulated amortization
 of $69,000 (March 31, 1998)
 and $36,000 (June 30, 1997)                    145,000            177,000

Intangible assets, less accumu-
 lated amortization of $1,086,000
 (March 31, 1998) and $974,000
 (June 30, 1997)                              4,816,000          3,487,000


Deposits                                        141,000            127,000
                                           ------------       ------------
Total assets                               $ 25,096,000       $ 16,688,000
                                           ============       ============
</TABLE>

See accompanying notes.

                                       3
<PAGE>   4

<TABLE>
<CAPTION>

                                      March 31,          June 30,
                                         1998               1997
                                     ------------       ------------
                                     (Unaudited)
<S>                                  <C>                <C>         
LIABILITIES AND STOCKHOLDERS'
 EQUITY
Current liabilities
 Bank overdraft                      $  2,026,000       $    372,000
 Accounts payable                       5,267,000          1,810,000
 Accrued liabilities                    1,885,000          1,545,000
 Notes payables (Notes 5,6)               471,000                 --
 Current portion of
  capital lease obligations                42,000             40,000
                                     ------------       ------------
Total current liabilities               9,691,000          3,767,000

Capital lease obligations,
 less current portion                     126,000            137,000
Notes payable (Notes 5,6)                 335,000                 --

Stockholders' equity
 Common Stock,$.01 par value
  Authorized, 20,000,000 shares
  Issued and outstanding,
  4,651,730 shares                         47,000             46,000
 Additional paid-in capital            32,433,000         32,425,000
 Accumulated deficit                  (17,536,000)       (19,687,000)
                                     ------------       ------------
 Total stockholders' equity            14,944,000         12,784,000
                                     ------------       ------------
Total liabilities and stock-
 holders' equity                     $ 25,096,000       $ 16,688,000
                                     ============       ============
</TABLE>

See accompanying notes


                                       4

<PAGE>   5
                        THE SIRENA APPAREL GROUP, INC.

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)


<TABLE>
<CAPTION>


                                                       Three Months Ended               Nine Months Ended
                                                            March 31,                        March 31,
                                                 ----------------------------      ----------------------------
                                                     1998             1997            1998              1997
                                                 -----------      -----------      -----------      -----------
<S>                                              <C>              <C>              <C>              <C>        
Net sales                                        $23,520,000      $18,207,000      $34,680,000      $27,435,000
Cost of goods sold                                14,158,000       11,528,000       21,213,000       17,928,000
                                                 -----------      -----------      -----------      -----------
Gross profit                                       9,362,000        6,679,000       13,467,000        9,507,000
Selling, general, & administrative expenses        5,170,000        4,159,000       10,725,000        8,623,000
                                                 -----------      -----------      -----------      -----------
Total operating income                             4,192,000        2,520,000        2,742,000          884,000
Interest expense                                     333,000          266,000          501,000          650,000
                                                 -----------      -----------      -----------      -----------
Income before provision for income taxes           3,859,000        2,254,000        2,241,000          234,000
Provision for income taxes(Note 4)                    65,000               --           90,000            9,000
                                                 -----------      -----------      -----------      -----------
Net income                                       $ 3,794,000      $ 2,254,000      $ 2,151,000      $   225,000
                                                 ===========      ===========      ===========      ===========
Net income per share-basic                       $      0.82      $      0.48      $      0.46      $      0.05
                                                 ===========      ===========      ===========      ===========
Net income per share-diluted                     $      0.80      $      0.48      $      0.46      $      0.05
                                                 ===========      ===========      ===========      ===========
Weighted average number of
 common shares outstanding:
  Basic                                            4,649,340        4,649,230        4,649,340        4,649,230
  Diluted                                          4,736,060        4,649,230        4,696,553        4,649,230
</TABLE>



See accompanying notes.

                                       5


<PAGE>   6

                         THE SIRENA APPAREL GROUP, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                       Nine Months Ended
                                                           March 31,
                                                   -----------------------------
                                                       1998             1997
                                                   -----------       -----------
<S>                                                <C>               <C>        
OPERATING ACTIVITIES
Net income                                         $ 2,151,000       $   225,000
Adjustments to reconcile
 net income to net
 cash used in
 operating activities:
  Depreciation and amortization                        433,000           347,000
  Changes in operating
   assets and liabilities:
  Accounts receivable                                  921,000          (555,000)
  Inventories                                       (7,501,000)       (4,925,000)
  Prepaid and other assets                             105,000           335,000
  Accounts payable                                   2,395,000         2,989,000
  Accrued liabilities                                  (19,000)          178,000
                                                   -----------       -----------
        Net cash used in operating activities       (1,515,000)       (1,406,000)

INVESTING ACTIVITIES
Purchase of Jezebel                                   (307,000)               --
Increase in other assets                                (4,000)               --
Purchases of property,
 plant and equipment                                  (342,000)         (224,000)
                                                   -----------       -----------
Net cash used in investing
 activities                                           (653,000)         (224,000)

FINANCING ACTIVITIES
Borrowing on line of credit                                 --           370,000
Proceeds from the exercise
 of options                                              9,000                --
Payment on capital lease
 obligations                                           (30,000)               --
Bank borrowings                                        467,000                --
Increase in bank
 overdraft                                           1,654,000         1,299,000
                                                   -----------       -----------
Net cash provided by
 financing activities                                2,100,000         1,669,000
                                                   -----------       -----------
Increase (Decrease) in cash                            (68,000)           39,000
Cash at beginning of period                            202,000            18,000
                                                   -----------       -----------
Cash at end of period                              $   134,000       $    57,000
                                                   ===========       ===========
</TABLE>

See accompanying notes.

                                       6
<PAGE>   7


                         THE SIRENA APPAREL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS


1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        The accompanying unaudited financial statements have been prepared in
        accordance with generally accepted accounting principles for interim
        financial information and with the instructions to Form 10-Q and Article
        10 of Regulation S-X. Accordingly, they do not include all of the
        information and footnotes required by generally accepted accounting
        principles for complete financial statements. In the opinion of
        management, all adjustments (consisting of normal recurring
        accruals)considered necessary for a fair presentation of the results of
        operations for the periods presented have been included. Operating
        results for the nine months ended March 31, 1998 are not necessarily
        indicative of the results that may be expected for the year ending June
        30, 1998. For further information, refer to the financial statements and
        footnotes thereto included in the Company's Annual Report on Form 10-K
        for the year ended June 30, 1997. The preparation of financial
        statements in conformity with generally accepted accounting principles
        requires management to make estimates and assumptions that affect the
        amounts reported in the financial statements, and accompanying notes.
        Actual results could differ from those estimates.

2.      ACCOUNTS RECEIVABLE

        On June 23, 1997, the Company amended its advance factoring agreement.
        Under the terms of the amended agreement, the Company will receive
        factor advances up to 80% of uncollected receivables, less reserves
        determined by the factor. In addition, the Company may draw short-term
        advances up to 50% of eligible inventory, as defined to a maximum of
        $5.0 million (in January, February and March) and ranging to a maximum
        of $1.0 million (in June and July). The Company may also borrow seasonal
        over-advances from September 1 to March 31 each year up to a maximum of
        $2.0 million (in December and January). Interest at the prime rate plus
        0.375%, 2.0% and 2.0% is to be charged on factor advances, short-term
        advances and seasonal over-advances, respectively. Aggregate obligations
        under the agreement cannot exceed $20.0 million. The agreement expires
        on August 18, 2000 and includes certain financial covenants, including
        minimum tangible net worth, working capital, and debt to tangible net
        worth. The Company was in compliance with all covenants at March 31,
        1998.

                                       7
<PAGE>   8

3.      INVENTORIES

        Inventories consist of the following:
<TABLE>
<CAPTION>
 
                     March 31,          June 30,
                        1998              1997
                     -----------      -----------
<S>                  <C>              <C>        
Raw materials        $ 3,707,000      $ 2,401,000
Work-in-process        3,818,000          134,000
Finished goods         5,037,000        1,716,000
                     -----------      -----------
Total                $12,562,000      $ 4,251,000
                     ===========      ===========
</TABLE>


4.      INCOME TAXES

        The provision for income taxes for the nine months ended March 31, 1998
        is at a nominal tax rate based on the anticipated effective tax rate.

5.      ACQUISITION

        On February 4, 1998 the Company acquired substantially all of the assets
        and liabilities of Renee of Hollywood (dba: "Jezebel"). Jezebel is a
        designer and manufacturer of a broad line of intimate apparel for women.
        The acquisition was accounted for using the purchase method of
        accounting, and accordingly, the purchase price was allocated to the
        assets purchased and liabilities assumed based upon estimates of the
        fair values at the date of acquisition. The excess of the purchase price
        over the fair value of net assets acquired was $921,000 and was recorded
        as goodwill and is being amortized on a straight-line basis over 15
        years. The purchase price of the acquisition consisted of $175,000 in
        cash, and the assumption of certain debt which consisted of two notes
        payable and a guaranteed earn-out payable to the former owners of
        Jezebel for an aggregate of $367,000 ($339,000 at March 31, 1998). The
        two notes are payable, interest only at a rate of 10% per annum, with
        the principal due and payable thirteen months after the acquisition of
        Jezebel on March 4, 1999. The guaranteed earn-out to the former owner,
        specifies payments equal to diminishing percentages of the pre-tax
        profits of the Jezebel Division, but no less than $130,000, payable from
        time to time over a period of three years. The Company has also entered
        into an employment agreement with the prior owner of Jezebel which
        provides for salary and benefits commensurate with the employment
        benefits accorded to other Divisional Vice Presidents.

6.      NOTES PAYABLES

        The Company has entered into a $500,000 term loan with Heller Financial
        ("Heller") to finance the acquisition of Jezebel. The loan is at the
        rate established from time to time by Bank of America (8.50% at March
        31, 1998) plus 

                                       8


<PAGE>   9

        1.50%, commencing on January 29, 1998 and payable in 29 equal monthly
        installments of $16,667, with the remainder paid in full on June 30,
        2000.

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

RESULTS OF OPERATIONS

This Form 10-Q contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 which are subject to a variety
of risks and uncertainties. The Company's actual results, performance, or
achievements may differ significantly from the results, performance, or
achievements expressed or implied in such forward-looking statements.

Net Sales. Net sales increased to $23,520,000 in the third quarter ended March
31, 1998 from $18,207,000 in the comparable period last year, an increase of
29%. Net sales for the nine months ended March 31, 1998 increased to $34,680,000
from $27,435,000 in the comparable period of last year, an increase of 26%. The
increase in sales for the third quarter consisted of the following: (i)a 36%
increase in the Branded swimwear division, nearly all of which resulted from the
addition of the Liz Claiborne swimwear line ($3.4 million) for which there were
no comparable revenues last year, higher per unit revenues for Branded swimwear
due to adjustments to pricing effected at the start of the fiscal year, and the
impact of lower merchandise returns as compared to last year; (ii) a 13%
increase in the Resortwear division that resulted from earlier price increases,
continued lower levels of returns and a consumer demand that has continued and
strengthened in comparison to last year, particularly in beach coverups;(iii)an
8% increase in the Private Label division which was due to quick retail turns at
Mass Merchandisers and a better fill rate on orders, resulting in fewer
cancellations of orders; and (iv) revenues from the newly acquired Jezebel
division ($1.1 million) for which there were no comparable revenues last year.

The increase in net sales for the nine months ended March 31, 1998 over the
comparable period last year resulted from: (i) revenues of the new Liz Claiborne
swimwear line and the newly acquired Jezebel line for which there were no
comparable revenues last year(Liz Claiborne: $4.7 million; Jezebel:$1.1
million); (ii)price increases that improved margins; (iii) lower returned
merchandise resulting from satisfactory market performance; and (iv) greater
acceptance of our product which has resulted in a broad based strength in all
lines but particularly in Resortwear, and Private Label.

Gross Profit. For the third quarter ended March 31,1998 gross profit increased
to $9,362,000(39.8% of net sales)from $6,679,000 (36.7% of net sales) for the
comparable period last year, an overall increase of 40%. Gross profit in the
nine months ended 

                                       9


<PAGE>   10

March 31, 1998 increased to $13,467,000 (38.8% of net sales) from $9,507,000
(34.7% of net sales) for the comparable period last year, an overall increase of
42%. The increase in gross profit for the third quarter ending March 31, 1998
resulted from a combination of the increased sales volume, and an increase in
the gross margins as a percentage of net sales. The third quarter 1998 gross
profits increased on the improved margin performance in nearly all of the
divisions but particularly in Branded swimwear, and reflected the impact of
pricing geared to maintenance of margins, as well as continued lower levels of
returned merchandise. Partially offsetting margins was a $250,000 increase in
additional inventory obsolescence reserves which amounted to a 1.0% decrease in
gross margins as compared to last year's third quarter in which there was no
such increase in reserves.

Higher gross profit for the nine months ended March 31, 1998 was also caused by
many of the same factors influencing the third quarter. These were, increased
volumes, increased prices, and lower returns as compared to last year, in
addition to lower sales of prior season units at low margins, which primarily
helped margins in the first six months of fiscal 1998.

Selling, General and Administrative Expenses. Selling, general & administrative
expenses increased to $5,170,000(22% of net sales) for the third quarter ended
March 31, 1998 from $4,159,000 (23% of net sales) in the comparable period last
year, an increase of 24%. Selling, general and administrative expenses increased
to $10,725,000(31% of net sales) for the nine months ended March 31, 1998 from
$8,623,000 (31% of net sales) in the comparable period last year, an increase of
24%. The increase in selling, general & administrative for the three months
ended March 31, 1998 was primarily due to:(i)certain variable expenses such as
factor fees($66,000)and executive bonuses($118,000);(ii) the appointment of a
new President of the Rose Marie Reid Division; and (iii)a severance payment of
$180,000. Increases to selling, general and administrative expenses that
affected both the three months and the nine months ended March 31, 1998 were as
follows: (i) the appointment of a Chief Operating Officer;(ii) higher selling
expenses associated with the new Liz Claiborne swimwear division(approximately
$600,000), for which there were no such comparable expenses in the same period
of the prior year. In addition, the nine months ended March 31, 1997 was
favorably reduced by a reduction in litigation expenses with the net proceeds
from a settlement that took place in the second quarter of last year(a $347,000
credit in last year's second quarter), and the current nine months ended March
31, 1998 had no similar reduction.

Interest Expense. Interest expense increased to $333,000 (1% of net sales) for
the third quarter ended March 31, 1998 from $266,000 (2% of net sales) in the
comparable period last year, an increase of 25%. Interest expense for the nine
months ended March 31,1998 decreased to $501,000 (1% of net sales) from $650,000
(2% 


                                       10


<PAGE>   11

of net sales) in the comparable period last year, a decrease of 23%. The
increase in interest expense for the third quarter is attributable to the new
$500,000 loan from Heller used to finance the acquisition of Jezebel and the
higher costs associated with higher inventory levels generated by increased
volumes. The decrease in the interest expense for the nine month period ended
March 31, 1998 resulted from both the lower utilization and lower costs of the
seasonal line of credit from Heller, over the first six months of the year.

Net Income. Net Income increased to $3,794,000, or $.82 per common share-"Basic"
and $.80 per common share-"Diluted", for the third quarter ended March 31, 1998,
from $2,254,000, or $.48 per common share(both Basic and Diluted) in the
comparable period last year. Net income for the nine months ended March 31, 1998
increased to $2,151,000, or $.46 per common share(both Basic and Diluted), from
net income of $225,000, or $.05 per common share(both Basic and Diluted), in the
comparable nine month period last year. The increase in net income for the three
and nine months ended March 31,1998 was primarily due to the following: (i)
higher net sales; (ii)higher gross profit due to the higher margins derived from
price increases instituted at the beginning of the year; and (iii)the
contribution margin of the new Liz Claiborne line. These positive impacts were
partially offset by higher selling, general and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities for the nine months ended March 31, 1998
was $1,515,000 compared to $1,406,000 of cash used in the comparable period last
year. This years cash usage was higher due to the relative increase in
inventories in the comparable period of last year(June 30, 1997 inventories were
lower than June 30, 1996), offset by $1,926,000 in cash generated from increased
net income as compared to last year, and lower Accounts Receivable balances in
comparison to June 30, 1997 and 1996, respectively.

At March 31, 1998, working capital was approximately $9,083,000 compared to
$10,248,000 at March 31, 1997. The decrease in working capital was primarily due
to increased accounts payable(related to Jezebel acquisition) and increases in
short term notes used to finance the Jezebel acquisition, partially offset by a
decrease in the inventory line of credit with Heller. Inventory decreased to
$12,562,000 at March 31,1998 from $12,638,000 at March 31, 1997, a nominal
decrease which included $1.2 million of inventory from the newly acquired
Jezebel line that had no comparable balance in last year's inventory. The
decrease in comparable inventory balances(without Jezebel) is a result of the
management strategy of manufacturing and shipping goods as early as possible
during the season, thereby avoiding the low margin sales and excess inventory
that results from shipping late in the season. Due to the seasonal nature of the
Company's business, inventory levels at December 31, 1997 and 

                                       11


<PAGE>   12

June 30, 1997 are not comparable.

The Company has entered into an accounts receivable, inventory, seasonal
overadvance and factoring services arrangement, which was amended as of June 23,
1997, with Heller Financial("Heller") pursuant to which the Company sells to
Heller all of the Company's accounts receivable at their net invoice price less
a commission of 0.60% with no minimum or ancillary fees. Advances are made
without recourse for the financial inability of the customer to pay with respect
to all accounts receivable approved by Heller. The Company bears the entire risk
of non-approved receivables and accounts receivable returned by the factor to
the Company. Prior to Heller's payment, the Company may draw short-term advances
from Heller up to 80% of the uncollected receivables less reserves as determined
by Heller, which advances bear interest at an annual rate of .375% over the
prime rate established from time to time by Bank of America (8.50% at December
31, 1997). Additional interest of 1% is due on excess inventory levels, as
defined, over short-term advances. Heller collects such advances and interest by
offsetting against amounts due to the Company upon the collection of factored
receivables. In addition, the Company may draw short-term advances from Heller
of (i) up to 50% of eligible inventory which is current season inventory and
(ii) up to 40% prior to October 31 and up to 25% during the period between
November 1 and June 30, in each case of eligible inventory which is not current
season inventory, less (iii) such reserves as Heller elects to establish.

The Company's short-term advances are limited to a maximum of $5,000,000 (in
January and February) and ranging downward to a maximum of $1,000,000 (in June
and July) or $1,000,000 in excess of the Company's projected short-term advance
requirements, whichever is less. The Company may also borrow seasonal
overadvances of up to $500,000 from September 1 to September 30, $1,000,000 from
October 1 to October 30, $1,500,000 from November 1 to November 30, $2,000,000
from December 1 to January 31, $1,000,000 from February 1 to March 31, and $0
from April 1 through August 30 of each year. The inventory advances and the
overadvances bear interest at an annual rate of 2% over the prime rate
established from time to time by Bank of America. Finally, the Company may
request Heller to issue guarantees for the Company's purchase of raw materials
for up to $575,000 at any one time. Under the Company's agreement with Heller,
the maximum credit available to the Company at any time is limited to $20
million. The Company's agreement with Heller has a term expiring on August 18,
2000, after which time either party may terminate upon 60 days written notice.
The Company's obligations to Heller are secured by the Company's accounts
receivable, inventory, general intangibles, other than trademarks or trade
names, and cash deposit accounts. In addition, the agreement provides for
various financial covenants to be maintained.

                                       12

<PAGE>   13

PART II - OTHER INFORMATION


Item 1. Legal Proceedings. None

Item 2. Changes in Securities. None

Item 3. Defaults Upon Senior Securities. None

Item 4. Submission of Matters to a Vote of Security Holders. None

Item 5. Other information. None

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

        (a) Exhibits.

               10.1     Agreement for Purchase of Assets by and among the Sirena
                        Apparel Group, Inc., Renee of Hollywood, Inc., and Susan
                        Colman dated January 12, 1998. Schedules to this
                        agreement have been omitted pursuant to rules of the
                        Commission and will be furnished supplementally to the
                        Commission upon request.

               10.2     Term Loan Agreement by and between The Sirena Apparel
                        Group, Inc. and Heller Financial, Inc.

        (b) Reports on Form 8-K. None



                                       13


<PAGE>   14

                                   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.


                                            THE SIRENA APPAREL GROUP, INC.




Date:  May 14, 1998                 By /S/ WILLIAM B. SHAW
       ------------                   -------------------
                                        William B. Shaw
                                        Chief Financial Officer
                                        (Duly Authorized Officer and Principal
                                         Financial and Chief Accounting Officer)



                                       14