U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-QSB (Mark One) x
  QUARTERLY
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001. ̈
  TRANSITION
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO________. Commission File
Number 0-24554 Canterbury Park Holding Corporation(Exact name of business issuer as specified
  in its charter)
  Minnesota
  41-1775532(State or other jurisdiction of
  incorporation or organization)
  (IRS EmployerIdentification No.)1100 Canterbury Road,
  Shakopee, Minnesota
  55379(Address of principal executive
  offices)
  (Zip Code)(612) 445-7223(Issuers Telephone Number)
 Check whether
the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such report), and (2) has been subject to such
filing requirements for the past 90 days.  
YESxNO ̈ The Company had
3,481,032 shares of common stock, $.01 par value per share, outstanding as of
May 8, 2001.   Canterbury
Park Holding Corporation

INDEX

PART
  1.
  FINANCIAL
  INFORMATIONItem
  1.
  Financial
  StatementsConsolidated Balance Sheets
  as of March 31, 2001 and December 31, 2000Consolidated
  Statements of Operations for the periods ended March 31, 2001 and 2000Consolidated
  Statements of Cash Flows for the periods ended March 31, 2001 and 2000Notes
  to Consolidated Financial StatementsItem 2.
  Managements
  Discussion and AnalysisPART II.
  OTHER
  INFORMATIONSignatures

CANTERBURY
PARK HOLDING CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETSMARCH 31, 2001 AND DECEMBER 31, 2000




March
  31,
  2001
  December
  31,
  2000ASSETSCURRENT ASSETSCash
  $3,292,468
  $1,198,849Accounts receivable
  158,726
  306,852Inventory
  115,221
  106,381Deposits
  24,500
  24,500Prepaid expenses
  248,187
  267,425Total current assets
  3,839,102
  1,904,007PROPERTY AND
  EQUIPMENT, net of accumulated depreciation of $5,592,471          and $5,361,567, respectively
  11,632,227
  11,334,404DEFERRED TAX ASSET
  
  79,100$15,471,329
  $13,317,511LIABILITIES AND STOCKHOLDERS
  EQUITYCURRENT LIABILITIESAccounts payable
  $1,439,097
  $930,597Card club accruals
  1,074,571
  817,812Accrued wages and payroll taxes
  945,373
  666,495Accrued interest
  17,551
  11,705Advance from MHBPA
  511,966
  423,055Accrued property taxes
  346,189
  292,546Income taxes payable
  243,240
  204,840Payable to horsepersons
  262,767
  207,818Deferred tax liability
  105,000Total current liabilities
  4,945,754
  3,554,868COMMITMENTS AND
  CONTINGENCIES (Note 4)STOCKHOLDERS EQUITYCommon stock, $.01 par value,
  10,000,000 shares authorized, 3,480,332                          and
  3,473,832, respectively, shares issued and outstanding
  34,803
  34,738Additional paid-in capital
  10,004,264
  9,965,017Accumulated earnings (deficit)
  486,508
  (237,112)Total stockholders
  equity
  10,525,575
  9,762,643$15,471,329
  $13,317,511See notes to consolidated financial statements.




CANTERBURY
PARK HOLDING CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF
OPERATIONS
PERIODS ENDED MARCH 31, 2001 AND 2000




Three
  Months EndedMarch
  31, 2001
  Three
  Months Ended
  March 31, 2000OPERATING REVENUES:Pari-mutuel
  $3,065,438
  $3,043,139Card Club
  3,973,403Concessions
  693,237
  393,078Admissions and parking
  35,834
  6,240Programs and racing forms
  126,783
  127,988Other operating revenue
  139,550
  188,8938,034,245
  3,759,338OPERATING EXPENSES:Pari-mutuel expensesStatutory purses
  725,662
  293,832Host track fees
  488,728
  498,256Pari-mutuel taxes
  36,476
  34,661Minnesota breeders fund
  209,555
  160,380Salaries and benefits
  3,306,256
  1,055,967Cost of concession sales
  340,210
  108,350Cost of publication sales
  145,149
  144,586Depreciation and amortization
  230,904
  175,143Utilities
  293,805
  177,457Repairs, maintenance and supplies
  162,644
  128,949Property taxes
  53,643
  67,400Advertising and marketing
  223,514
  156,304Other operating expenses
  576,357
  454,9296,792,903
  3,456,214NONOPERATING
  (EXPENSES) REVENUES:Interest  expense
  (6,259)
  (9,330)Other, net
  18,537
  19,97312,278
  10,643INCOME BEFORE INCOME
  TAX EXPENSE
  1,253,620
  313,767INCOME TAX EXPENSE
  (Note 1)
  (530,000)
  (136,000)NET INCOME
  $723,620
  $177,767BASIC NET INCOME PER
  COMMON SHARE (Note 1)
  $.21
  $.05DILUTED NET INCOME PER COMMON SHARE (Note
  1)
  $.20
  $.05



See
notes to consolidated financial statements.


CANTERBURY
PARK HOLDING CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH
FLOWS
PERIODS ENDED MARCH 31, 2001 AND 2000




Three
  Months EndedMarch
  31, 2001
  Three
  Months Ended 
  March 31, 2000CASH FLOWS FROM
  OPERATING ACTIVITIES:Net income
  $723,620
  $177,767Adjustments to reconcile net income
  to net cash provided by operations:Depreciation and amortization
  230,904
  175,143Decrease in deferred income
  taxes
  189,100
  67,000Decrease in accounts receivable
  148,126
  50,188Decrease (increase) in other
  current assets
  10,398
  (101,464)Increase in income taxes
  payable
  38,400
  47,500Increase in accounts payable
  and accrued expenses
  1,099,086
  483,205Increase in accrued interest
  5,846
  9,325Increase in accrued property
  taxes
  53,643
  67,400Net cash provided
  by operations
  2,499,123
  976,064CASH FLOWS FROM INVESTING ACTIVITIES -Additions to property and equipment
  (528,727)
  (848,111)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common
  stock
  34,312
  253,150Proceeds from (payment on) advance
  from MHBPA, net
  88,911
  (22,171)Net cash provided by financing
  activities
  123,223
  230,979NET INCREASE IN CASH
  2,093,619
  358,932CASH AT BEGINNING OF PERIOD
  1,198,849
  1,350,052CASH AT END OF PERIOD
  $3,292,468
  $1,708,984







See
notes to consolidated financial statements.


CANTERBURY
PARK HOLDING CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
PERIODS ENDED MARCH 31, 2001 AND 2000 
 1.          SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES The
summary of significant accounting policies is included in the notes to consolidated
financial statements in the 2000 Annual Report on Form 10-KSB. Income
Taxes- Income tax expense is
computed by applying the estimated annual effective tax rate to the
year-to-date income. Unaudited
Financial Statements- The consolidated balance
sheet as of March 31, 2001, the consolidated statements of operations for the
three months ended March 31, 2001 and 2000, the consolidated statements of cash
flows for the three months ended March 31, 2001 and 2000, and the related
information contained in these notes have been prepared by management without
audit.  In the opinion of management,
all accruals (consisting of normal recurring accruals) which are necessary for
a fair presentation of financial position and results of operations for such
periods have been made.  Results for an
interim period should not be considered as indicative of results for a full
year. Net
Income Per Share Basic net income per
common share is based on the weighted average number of common shares
outstanding during each year. The weighted average number of common shares
outstanding for the three months ended March 31, 2001 and March 31, 2000 were
3,479,491 and 3,421,522, respectively. 
Diluted net income per common share takes into effect the dilutive
effect of potential common shares outstanding. 
The Companys only potential common shares outstanding are stock
options.  After considering the dilutive
effect of stock options outstanding, the weighted average shares used to
calculate diluted earnings per share for the three months ended March 31, 2001
and 2000 were 3,707,557 and 3,652,647, respectively. 2.          BORROWINGS
UNDER CREDIT AGREEMENT Borrowings
under the Companys credit agreement with Bremer Bank include a commercial
revolving credit line which provides for maximum advances of $2,250,000 with
interest at the prime rate.  The Company
had no borrowings under this credit line at March 31, 2001.  The credit agreement contains certain
covenants requiring the Company to maintain certain financial ratios.  The Company was in compliance with these
requirements as of March 31, 2001. 
Management believes that funds available under this line of credit,
along with funds generated from card club and simulcast operations, will be
sufficient to satisfy its liquidity and capital resource requirements during
2001. 3.          OPERATING
SEGMENTS During
the first three months of 2001 and 2000, the Company had three reportable
operating segments:  card club, horse
racing and concessions.  The card club
segment includes operations of the Canterbury Card Club. The horse racing
segment includes simulcast and live racing operations, and the concessions
segment provides concessions during simulcast and live racing, in the card
club  and during special events.  The Companys reportable operating segments are
strategic business units that offer different products and services.  They are managed separately because the
segments differ in the nature of the products and services provided as well as
processes to produce those products and services.  The horse racing and card club segments are regulated by the
State of Minnesota Racing Commission. The
accounting policies of the operating segments are the same as those described
in the summary of significant accounting policies.Depreciation,
interest expense and income taxes are allocated to the segments but no
allocation is made to concessions for shared facilities.  However, the concessions segment pays
approximately 25% of gross revenues to the horse racing segment for use of the
facilities.The following table provides
information about the Companys operating segments (in 000s):Quarter
  Ended March 31, 2001
  Quarter
  Ended March 31, 2000Card
  Club
  Horse
  Racing
  Concessions
  Total
  Horse
  Racing
  Concessions
  TotalRevenues from external
  customers
  $3,973
  $3,361
  $699
  $8,034
  $3,360
  $399
  $3,759Intersegment revenues
  
  98
  298
  397
  98
  
  98Net interest expense
  
  6
  
  6
  10
  
  10Depreciation and
  amortization
  102
  129
  
  231
  175
  
  175Segment income before
  income taxes
  842
  411
  28
  1,282
  314
  (16)
  298Segment Assets
  $3,697
  $11,717
  $629
  $16,043
  $11,151
  $475
  $11,626The
following are reconciliations of reportable segment revenue, income before
income taxes, and assets, to the Companys consolidated totals (in 000s):Revenues
  Quarter
  Ended March 31, 2001
  Quarter
  Ended March 31, 2000Total revenue for
  reportable segments
  $8,431
  $3,857Elimination of
  intersegment revenues
  (397)
  (98)Total consolidated revenues
  8,034
  3,759Income before income taxesTotal segment income
  before income taxes
  $1,282
  $298Elimination of
  intersegment (income) loss before income taxes
  (28)
  16Total consolidated income before
  income taxes
  1,254
  314Assets
  March
  31,
  2001
  December
  31,
  2000Total assets for
  reportable segments
  $16,043
  $13,811Elimination of
  intercompany receivables
  (571)
  (493)Total consolidated assets
  15,471
  13,3184.          CONTINGENCIES

In
accordance with an Earn Out Note, given to the prior owner of the racetrack as
part of the consideration paid by the Company to acquire the racetrack, if (i)
off-track betting becomes legally permissible in the State of Minnesota and
(ii) the Company begins to conduct off-track betting with respect to or in
connection with its operations, the Company will be required to pay to the IMR
Fund, L.P. the greater of $700,000 per operating year, as defined, or 20% of
the net pretax profit, as defined, for each of five operating years.  At the date (if any) that these two
conditions are met, the five minimum payments will be discounted back to their
present value and the sum of those discounted payments will be recorded as an
increase to the purchase price.  The
purchase price will be further increased if payments become due under the 20%
of Net Pre-Tax Profit calculation.  The
first payment is to be made 90 days after the end of the third operating year
in which off-track betting is conducted by the Company.  Remaining payments would be made within 90
days of the end of each of the next four operating years.Litigation
The Company is periodically involved in
various legal actions arising in the normal course of business.  At March 31, 2001, management believes that
the resolution of any legal actions outstanding will not have a material impact
on the consolidated financial statements.5.          CURRENT
ACCOUNTING PRONOUNCEMENTS

On January 1, 2001, the Company adopted
Statement of Financial Accounting Standards (SFAS) No. 133, Accounting
for Derivative Instruments and Hedging Activities,as amended by
SAFS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging
Activities.SFAS No. 133
establishes accounting and reporting standards for derivative instruments and
for hedging activities.  It requires
that all derivatives, including those embedded in other contracts, be
recognized as either assets or liabilities and that those financial instruments
be measured at fair value.  The
accounting for changes in the fair value of derivatives depends on their
intended use and designation. 
Management has reviewed the requirements of SFAS No. 133 and has
determined that they have no free-standing or embedded derivatives.  All contracts that contain provisions
meeting the definition of a derivative also meet the requirements of, and have
been designated as, normal purchases or sales. 
The Companys policy is to not use free-standing derivatives and to not
enter into contracts with terms that cannot be designated as normal purchases
or sales.MANAGEMENTS DISCUSSION AND ANALYSIS



General:

Canterbury
Park Holding Corporation (the Company) owns and operates Canterbury Park
Racetrack and Card Club in Shakopee, Minnesota.  The business of the Company includes pari-mutuel horse racing,
unbanked card games, facility rental for special events, vehicle storage, and
food and beverage operations.  The
Companys revenues for the three months ended March 31, 2001 were derived
primarily from Card Club activities and pari-mutuel take-out on horse races
simulcast year-round to Canterbury Park from racetracks throughout the
country.  The Companys revenues for the
three months ended March 31, 2000 were derived primarily from simulcast
pari-mutuel activities.

The
Racetrack is the only pari-mutuel horse racing facility in the State of
Minnesota.  The Racetrack earns revenues
from pari-mutuel take-out on races simulcast year-round to Canterbury Park from
racetracks throughout the country and from live race meets featuring
thoroughbred and quarter horse racing. Live race meets commence in the month of
May and conclude in September.  During
live race meets, the Company televises its races to out-of-state racetracks
around the country, and the Company earns additional pari-mutuel revenue on
wagers placed at the out-of-state racetracks.

The
Canterbury Card Club (the Card Club) is the only facility in the State of
Minnesota given the legislative authority to host unbanked card games in which
players compete against each other and not against the house.  The Company receives a percentage of the
wagers or a fee from the players as compensation for providing the Card Club
facility and services.  Card Club
operations commenced on April 19, 2000. 
The Card Club is open twenty-four hours a day, seven days a week.

In
addition to pari-mutuel and card club revenues, the Company generates revenues
from concession sales, admissions, parking, publication sales, special events,
facility rental, advertising and other sources.

The
Minnesota Racing Commission is authorized by Minnesota law to regulate Card
Club and horse racing operations.  The
law requires that up to 14% of the gross revenue generated by the Card Club be
paid to the Racetracks purse fund and the State of Minnesota Breeders
Fund.  The 15,828 square foot Card Club,
constructed within the Racetrack grandstand facility, was completed on schedule
in mid-April 2000.  In March 2001, the
Company began construction of an expansion of the Card Club to create space for
50 tables, the maximum allowed by Minnesota law.  The Company currently utilizes 41 tables.  The expansion was completed on schedule on
May 2, 2001.  The estimated $1,000,000
cost for construction and related furniture, fixtures and equipment was funded
with cash flows from operations.

Results of Operations for the Three Months Ended March 31,
2001 and March 31, 2000:

During
the first three months of 2001 the Company conducted 90 simulcast racing days,
one less than in 2000.  Total wagering
handle for the quarters ended March 31, 2001 and 2000 was $14,584,065 and
$14,634,130, respectively.

Pari-mutuel
revenue or take-out (gross wagering after deducting statutorily mandated
amounts from the handle to be paid to winning bettors) for the quarters ending
March 31, 2001 and 2000 was $3,065,438 and $3,043,139, respectively.  Total pari-mutuel expenses including state
pari-mutuel taxes, contributions to the Minnesota Breeders Fund, statutory
purses and host fees were $1,460,421 and $987,129 for the quarters ending March
31, 2001 and 2000, respectively.  The
increase is due primarily to statutory purse expense and breeders fund expense
related to the Card Club operations, which amounted to $472,216 for the three
months ended March 31, 2001.

Total
Card Club revenues were $3,973,403 for the first three months of 2001.  The Company receives a percentage of the
wagers or a fee from the players as compensation for providing the Card Club
facility and services, referred to as the collection revenue, which totaled
$3,808,642 in the first quarter of 2001. 
In addition, the Company is authorized by law to retain a specified
percentage of the jackpot fund collections as reimbursement for administrative
costs of maintaining the jackpot funds.

Concession
revenues increased to $693,237 for the quarter ended March 31, 2001 compared to
$393,078 for the first quarter of 2000, primarily due to concession sales in
the Card Club.  The Company also hosted
two snowmobile racing weekends in 2001 compared to a single weekend of
snowmobile racing during the first quarter of 2000.

Operating expenses in the first
quarter of 2001 (excluding pari-mutuel expenses) increased by approximately
$2.9 million or 116%, compared to 2000 primarily due to the operation of the
Card Club. The largest single increase was in salary and benefit costs, which
increased $2.3 million, compared to the same period last year.  The 24-hour per day Card Club operation was
open all 90 days in the first quarter of 2001 as compared to the first quarter
of 2000 when the Card Club was under construction.  Salary and benefit costs for the Card Club were $1.8 million for
the first quarter of 2001, compared to approximately $107,000 for the first
quarter of 2000.  The cost of
concessions sales increased due to the increased revenues generated in the Card
Club.   Depreciation, utilities,
supplies, advertising and marketing and other operating expenses also increased
compared to 2000, due primarily to Card Club operations in 2001.

Income
before income taxes increased $939,853, or 300%, to $1,253,620 for the three
months ended March 31, 2001, from $313,767 for the three months ended March 31,
2000.  Income tax expense was $530,000
and $136,000 for the first quarter of 2001 and 2000, respectively, resulting in
net income of $723,620 and $177,767, respectively.



Liquidity and Capital Resources:

Cash
provided by operating activities for the three months ended March 31, 2001 of
$2,499,123 resulted principally from net income of $723,620, an increase in
accounts payable, accrued expenses and Card Club accruals of $1,099,086,
depreciation and amortization of $230,904 and a decrease in deferred income
taxes of $189,100. During the period January 1, 2000 through March 31, 2000,
cash provided by operating activities was $976,064, which resulted principally
from net income of $177,767, depreciation and amortization of $175,143, an
increase in accounts payable and accrued expenses of $483,205 and an increase
in accrued property taxes of $67,400. 
These items were partially offset by an increase in other current assets
of $101,464.

Net
cash used in investing activities for the first quarter of 2001 resulted
primarily from additions to construction in progress for the Card Club
expansion and to acquisitions of equipment which totaled $528,727, compared to
$848,111 in the first quarter of 2000, related primarily to additions to
construction in progress for the initial construction of the Card Club.

Cash
provided by financing activities during the first three months of 2001 consists
of proceeds received upon the exercise of stock options of $34,312 and proceeds
received on the advance from the Minnesota Horsemens Benevolent and Protective
Association (the MHBPA) of $88,911. Cash provided by financing activities
during the first three months of 2000 consisted of proceeds received upon the
exercise of stock options of $253,150, offset by payments on the advance from
the MHBPA of $22,171.

The
Company is required by statute to segregate a portion of funds received from
revenues in the Card Club and wagering on simulcast and live horse races for
future payment as purses for live horse races at the Racetrack or other uses of
Minnesotas horsepersons associations. 
Pursuant to an agreement with the MHBPA, during the three months ended
March 31, 2001 and 2000, the Company transferred into a trust account for these
purposes or paid directly to the MHBPA approximately $500,000 and $300,000
respectively.  At March 31, 2001, the
Company had an additional liability to MHBPA of $511,966.  This liability will be paid in 2001,
including interest earned at the prime lending rate, in accordance with the
agreement with the MHBPA.

The
Company has a credit agreement with Bremer Bank.  Borrowings under the credit agreement include a commercial
revolving credit line providing for maximum advances of $2,250,000 with
interest at the prime rate.  The Company
had no borrowings under the line of credit at March 31, 2001 or December 31,
2000.  The credit agreement contains
certain covenants requiring the Company to maintain certain financial
ratios.  The Company was in compliance
with these requirements as of March 31, 2001.

Cash
balances at March 31, 2001 were $3,292,468 compared to $1,198,849 at December
31, 2000.  The Company believes that
funds available in its cash accounts, amounts available under the general
credit and security agreement, along with funds generated from operations, will
be sufficient to satisfy its liquidity and capital resource requirements during
2001.

Operating Plan:

In
2000 the Company successfully conducted its sixth consecutive live race
meet.  The Company plans a 63-day live
race meet in 2001 consisting of 30 days of mixed Thoroughbred and Quarter Horse
racing, 31 days of Thoroughbred only racing and 2 days of harness racing.  The Company competes with racetracks located
throughout the United States in securing the better quality horses to run at
the Racetrack.  Attracting the owners
and trainers of better quality horses is largely influenced by the ability to
offer large purses.  Over the past six
years, the Company has offered consistent levels of purse monies from year to
year by limiting the number of live racing days and utilizing purse monies from
simulcasting and live race wagering. 
However, with the commencement of Card Club operations in 2000, the
Company was able to offer two 10% purse increases during the 2000 live race
meet.  The Company continues to
experience stiff competition for better quality horses from a racetrack located
near Des Moines, Iowa, as well as racetracks in Chicago, Illinois, which offer
substantially larger purses.  However,
management anticipates that the Company will be in the most competitive
position in its history to attract better quality horses beginning in the year
2001, because the Card Club is expected to continue to significantly contribute
to purse fund monies due to a full twelve months of operation in 2001, compared
to eight and a half months of operation in 2000.

The
expansion of the Card Club is expected to contribute positively to operating
results upon its completion in May 2001. 
Management expects levels of attendance and handle for live and
simulcast racing will be approximately the same as levels experienced the last
several years, although the higher purse rates drawing better quality horses
could increase attendance compared to the year 2000.  The Company continues to pursue special events and to market its
facility as a venue for large outdoor and indoor events.

Management
intends to continue pursuing legislation for additional sources of
revenue.  These efforts could result in
increased legislative related expenses in the future.



Factors Affecting Future
Performance:

From
time to time, in reports filed with the Securities and Exchange Commission, in
press releases, and in other communications to shareholders or the investing
public, the Company may make forward-looking statements concerning possible or
anticipated future financial performance, business activities or plans which
are typically preceded by the words believes, expects, anticipates,
intends or similar expressions.  For
such forward-looking statements, the Company claims the protection of the safe
harbor for forward-looking statements contained in federal securities
laws.  Shareholders and the investing
public should understand that such forward-looking statements are subject to
risks and uncertainties which could cause actual performance, activities or
plans to differ significantly from those indicated in the forward-looking
statements.  Such risks and
uncertainties include, but are not limited to: fluctuations in attendance at
the Racetrack, changes in the level of wagering by patrons, continued interest
in the unbanked card games offered at the Card Club, legislative and regulatory
changes, the impact of wagering products and technologies introduced by
competitors; upward pressure on salary and benefit expense due to the tight
labor market; the general health of the gaming sector; higher than expected
expense related to new marketing initiatives; and other factors discussed from
time to time in the Companys filings with the Securities and Exchange
Commission.



PART
IIOTHER INFORMATION

Item
1.                    Legal Proceedings

None

Item
2.                    Changes in
Securities and Use of Proceeds

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

None

(b)        
   Reports on Form 8-K

None

SIGNATURES

Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
cause this report to be signed on its behalf by the undersigned thereunto duly
authorized.

Canterbury
  Park Holding CorporationDated:  May 15, 2001
  /s/ Randall D. SampsonRandall D. Sampson,President, Chief
  Executive Officer and Treasurer