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

                                   FORM 10-QSB

(Mark One)
     X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    ---     EXCHANGE ACT OF 1934

            For the quarterly period ended:  September 30, 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  0-27226                                              
                        --------------------------------------------------------

                        SPINTEK GAMING TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

            Nevada                                        33-0134823 
--------------------------------                  -------------------------
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization) 

                      901-B Grier Drive, Las Vegas, Nevada          89119 
--------------------------------------------------------------------------------
                    (Address of principal executive offices)      (Zip Code)

                                  (702)263-3660
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

         Indicate  by check mark  whether the issuer (1) filed all reports to be
filed by  Section  13 or 15(d) of the  Exchange  Act of 1934  during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes X No

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

   18,673,055 shares of Common Stock, $0.002 par value as of October 31, 1998
   --------------------------------------------------------------------------


<PAGE>
                        SPINTEK GAMING TECHNOLOGIES, INC.

                                   FORM 10-QSB

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                       Page No.
                                                                                       --------
<S>        <C>                                                                          <C>
PART I.    FINANCIAL INFORMATION

   Item 1.     Financial Statements

                Consolidated Balance Sheets at September 30, 1998 and June 30, 1998       3
                Consolidated Statements of Operations for the Three Months Ended
                      September 30, 1998 and 1997                                         4
                Consolidated Statements of Cash Flows for the Three Months Ended
                               September 30, 1998 and 1997                                5
                Notes to Consolidated Financial Statements                                7

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

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

SIGNATURE PAGE                                                                           14

</TABLE>
                                        2
<PAGE>
                     SPINTEK GAMING TECHNOLOGIES, INC.
<TABLE>
<CAPTION>
                        CONSOLIDATED BALANCE SHEETS
                              (In thousands)
                                (Unaudited)

                                                                September 30,  June 30,
                                                                     1998         1998
                                                                  --------     -------
<S>                                                               <C>         <C>  
                                     ASSETS
Current assets:
  Cash ........................................................   $    860    $    500
  Accounts receivable, net ....................................        277         229
  Prepaid and other current assets ............................        457          46
  Inventories, net ............................................        908         679
                                                                  --------    --------
    Total current assets ......................................      2,502       1,454

Furniture, fixtures and equipment, net ........................        162         144
Licenses and patents ..........................................      1,019       1,019
Other assets ..................................................        127         126
                                                                  --------    --------

Total assets ..................................................   $  3,810    $  2,743
                                                                  ========    ========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable ............................................   $    599    $    852
  Demand notes payable to affiliates ..........................         20         190
  Accrued liabilities .........................................        591         640
  Accrued interest ............................................        108          53
  Customer deposits ...........................................        300         247
  Dividends payable ...........................................        568         485
                                                                  --------    --------
    Total current liabilities .................................      2,186       2,467
                                                                  --------    --------

Long-term debt ................................................      4,450       2,350
                                                                  --------    --------

Stockholders' deficit:
  Convertible preferred stock, no par value, 100,000 shares
    authorized, 8,241 shares issued and outstanding ...........      5,355       5,355
  Common stock, $.002 par value, 100,000,000 shares authorized,
    19,990,384 shares issued and outstanding ..................         40          40
  Additional paid-in capital ..................................      5,772       5,855
  Accumulated deficit .........................................    (13,964)    (13,295)
  Treasury stock, 1,317,329 shares, at cost ...................        (29)        (29)
                                                                  --------    --------
    Total stockholders' deficit ...............................     (2,826)     (2,074)
                                                                  --------    --------

Total liabilities and stockholders' deficit ...................   $  3,810    $  2,743
                                                                  ========    ========

</TABLE>
        See accompanying Notes to Consolidated Financial Statements

                                        3
<PAGE>
                        SPINTEK GAMING TECHNOLOGIES, INC.
<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)

                                                           Three Months Ended
                                                               September 30,
                                                         -----------------------
                                                             1998          1997
                                                         --------      --------
<S>                                                      <C>           <C>   
Sales ..............................................     $  1,002      $   --
Cost of sales ......................................          543          --
                                                         --------      --------
  Gross profit .....................................          459          --

Selling, general and administrative expenses .......          980           683
Research and development expense ...................           85           166
                                                         --------      --------

  Operating loss ...................................         (606)         (849)

Other income (expense):
  Interest income ..................................           11             3
  Depreciation and amortization ....................          (11)           (9)
  Interest expense .................................          (63)          (12)
                                                         --------      --------

Net loss ...........................................         (669)         (867)
Dividends on convertible preferred stock ...........          (83)          (73)
                                                         --------      --------

Net loss applicable to common shares ...............     $   (752)     $   (940)
                                                         ========      ========

Loss per common share information:
  Weighted average common shares:
    Basic ..........................................       18,673        15,786
                                                         ========      ========
    Diluted ........................................       18,673        15,786
                                                         ========      ========

  Net loss per common share:
    Basic ..........................................     $  (0.04)     $  (0.06)
                                                         ========      ========
    Diluted ........................................     $  (0.04)     $  (0.06)
                                                         ========      ========
</TABLE>
        See accompanying Notes to Consolidated Financial Statements

                                        4

<PAGE>

                        SPINTEK GAMING TECHNOLOGIES, INC.
<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

                                                               Three Months Ended
                                                                  September 30,
                                                                1998        1997
                                                             -------     -------
<S>                                                         <C>         <C>     
Cash flows from operating activities:
  Net loss .............................................    $  (669)    $  (867)
  Adjustments to reconcile net loss to net cash used
   in operating activities:
    Depreciation and amortization ......................         11           9
    Non-cash interest expense ..........................         62          12
    Allowance for inventory obsolescence ...............          5          (6)
    Royalty expense used to reduce note receivable
     from related company ..............................       --            25
  (Increase) decrease in assets:
    Accounts receivable ................................        (53)       --
    Inventory ..........................................       (234)       (101)
    Prepaid expenses and other .........................       (407)         28
  Increase (decrease) in liabilities:
    Accounts payable ...................................       (253)        (74)
    Accrued liabilities ................................        (49)        223
    Accrued interest ...................................         (7)          5
    Customer deposits ..................................         53        --
                                                            -------     -------
Net cash used in operating activities ..................     (1,541)       (746)
                                                            -------     -------

Net cash used in investing activities:
  Purchase of furniture, fixtures and equipment ........        (29)        (55)
                                                            -------     -------

Cash flows from financing activities:
  Proceeds from issuance of convertible debentures .....      2,100        --
  Proceeds from (repayment of) demand notes
    payable to affiliates and stockholders .............       (170)        516
                                                            -------     -------
Net cash provided by financing activities ..............      1,930         516
                                                            -------     -------


Net increase (decrease) in cash and cash equivalents ...        360        (285)
Cash and cash equivalents, beginning of period .........        500         404
                                                            -------     -------

Cash and cash equivalents, end of period ...............    $   860     $   119
                                                            =======     =======
</TABLE>


           See accompanying Notes to Consolidated Financial Statements


                                        5
<PAGE>
                        SPINTEK GAMING TECHNOLOGIES, INC.
<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

                                                               Three Months Ended
                                                                  September 30,
                                                                  -------------
                                                                 1998       1997
                                                                 ----       ----
<S>                                                             <C>        <C>  
Supplemental schedule of non-cash investing and
 financing activities:
    Dividends payable on preferred stock .................      $(83)      $(73)
                                                                ====       ==== 


Supplemental disclosure of cash flow information:
    Cash paid for interest ...............................      $  7       $  7
                                                                ====       ====

</TABLE>




           See accompanying Notes to Consolidated Financial Statements


                                        6
<PAGE>
               SPINTEK GAMING TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The  consolidated  financial  statements  include the accounts of Spintek Gaming
Technologies,  Inc.  and  its  wholly  owned  subsidiary  Spintek  Gaming,  Inc.
("Gaming"),   and  Gaming's  wholly  owned   subsidiary,   Spinteknology,   Inc.
(collectively  the "Company").  All significant  intercompany  transactions have
been eliminated.

The  consolidated  balance  sheet  as of  September  30,  1998  and the  related
consolidated  statements of operations for the three months ended  September 30,
1998 and 1997 and  consolidated  statements  of cash flows for the three  months
ended  September  30,  1998  and 1997  are  unaudited  but,  in the  opinion  of
management, reflect all adjustments necessary for a fair presentation of results
for those  periods.  The  results of  operations  for an interim  period are not
necessarily  indicative  of the  results  for the full  year.  The  consolidated
financial  statements  should  be  read in  conjunction  with  the  consolidated
financial  statements and notes thereto contained in the Company's annual report
on Form 10-KSB for the year ended June 30, 1998.

From  inception in March 1995 through the third quarter of the Company's  fiscal
year ended June 30, 1998, the Company and its  subsidiaries  reported  operating
activities as a development stage enterprise.  Since early 1996, the Company has
devoted its efforts to the development of proprietary technology for determining
the contents of a slot machine hopper and an on-line data collection system that
allows a casino to utilize the  financial and security  information.  During the
third and fourth  quarters of fiscal 1998, the Company began to actively  market
and sell products to the casino industry utilizing this proprietary  technology.
Therefore,  commencing  with the Form  10-KSB for the year ended June 30,  1998,
management  determined that the Company should no longer be a development  stage
enterprise for financial  reporting purposes.  Hence,  cumulative from inception
financial  information has been eliminated from the  Consolidated  Statements of
Operations and Consolidated Statements of Cash Flows.


NOTE 2 - LICENSES AND PATENTS

In  October  1998,  the  Company  was  awarded a patent by the U.S.  Patent  and
Trademark Office ("USPTO").  This patent encompasses hopper weighing  technology
used by the Company to thwart technician fraud as well as providing for drop box
counting and weighing of coins.  It also  enumerates  other possible uses of the
weighing  technology  and allows for the expansion of claims in further  filings
with USPTO.  Similar  patents have previously been awarded to the Company by the
Department of Trade and Industry, Republic of South Africa in July 1997, and the
European  Patent  Organization  ("E.P.O.")  in June and October,  1998.  Patents
issued by the E.P.O. are applicable for eighteen contracting European states and
four designated  extension European states. The E.P.O.  patent is applicable for
the five European states in which Azkoyen, a Spanish company, has pending patent
applications that may be deemed similar to the Company's E.P.O. patents.  Though
the  granting of a patent to the Company in the E.P.O.  states is  considered  a
mandate of intellectual  property rights, and management  believes the Company's
claims are valid and intends to  vigorously  assert its rights,  it is unable to
estimate the possible outcome or the ultimate  financial effect of any potential
proceedings regarding this matter.

                                       7
<PAGE>
NOTE 3 - LONG-TERM DEBT

In July 1998, the Malcolm C. Davenport  Family Trust (the "Trust")  purchased an
additional  $2,100,000  of the  Company's  6%  Secured  Convertible  Notes  (the
"Notes"), increasing the Trust's holdings of the Notes to $4,000,000.


                                       8
<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Certain  information  included herein contains statements that may be considered
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933 and  Section 21E of the  Securities  Exchange  Act of 1934,  such as
terms  expressing  future  expectations,  enthusiasm  about future potential and
anticipated  growth  in  sales,  revenues  and  earnings.   All  forward-looking
statements,  although  made in good faith,  are subject to  important  risks and
uncertainties that could significantly  affect anticipated results in the future
and, accordingly, results may differ from those expressed in any forward-looking
statements made herein. Such statements are necessarily speculative, and factors
including,  but not limited to, unusual  production or supply problems,  unusual
risks attending foreign transactions, year 2000 problems, competitive pressures,
unanticipated  problems in obtaining approvals and/or licenses from governmental
authorities as to products or the ability to sell products in any  jurisdiction,
a general  deterioration in domestic or global economic conditions,  and changes
in  federal  or  state  tax  laws or laws  permitting  legalized  gaming  in any
jurisdiction within which gaming is currently conducted or the administration of
such laws could cause results to differ materially from those projected.

Year 2000 Considerations

The Company's hopper weighing technology is date sensitive and both the hardware
and  software are Year 2000  compliant.  The  Company's  primary  customers  are
casinos with slot  machines into which the  Company's  product is installed.  In
addition,  many casinos  utilize slot  machine  accounting  systems to which the
Company's  product  must  interface.  Although  the  Company  has  not  received
assurances  from the primary  slot  machine  manufacturers  or the slot  machine
accounting  system  manufacturers as to the Year 2000 issue, the Company expects
that at least a majority of these manufacturers will be Year 2000 compliant.

The Company has initiated a program of contacting  its primary  suppliers of key
components of its hopper weighing system to receive assurance that the Year 2000
issue will not directly impact their ability to supply the Company with product.
The  Company  is  requesting  that such  assurances  be  received  by the end of
calendar year 1998 so there will be adequate time to locate alternative sources.

The Company has contracted  with a software  supplier for the  installation of a
manufacturing,  inventory  control  and  accounting  system  that is  Year  2000
compliant.

Maintenance or  modification  costs  associated with the Year 2000 issue will be
expensed as incurred,  while the costs of any new software  will be  capitalized
and amortized  over the  software's  useful life. The Company does not expect to
incur  costs in  connection  with the Year 2000 issue that would have a material
impact on operations.

Material Changes in Results of Operations

Background Information

From  inception in March 1995 through the third quarter of the Company's  fiscal
year ended June 30, 1998, the Company realized minimal revenues from the sale of
its products,  with its first sale in the amount of $180,000  having occurred in
March 1998. As a result,  the Company  filed its quarterly and annual  financial
reports as a development  stage  enterprise  through the quarter ended March 31,
1998. With the commencement of active sales and marketing activity in the latter
stages of fiscal 1998,  management  determined that the Company should no longer
report as a development stage  enterprise.  Commencing with 

                                       9
<PAGE>
the  annual  report  on Form  10-KSB  for the  year  ended  June 30,  1998,  the
cumulative   from  inception   financial   information   was  deleted  from  the
Consolidated  Statements of Operations,  Cash Flows and Changes in Stockholders'
Equity (Deficit).

Since early 1996,  the  Company  has devoted its efforts to the  development  of
proprietary technology for determining the contents of a slot machine hopper and
an on-line data collection  system that allows a casino to utilize the financial
and security  information  ("Accu  System" or  "AccuHopper"(TM)).  During fiscal
1998, the Company,  after various field trials,  received  approval of its stand
alone  AccuSystem  from Gaming  Laboratories  International,  from the states of
Nevada,  Mississippi and New Jersey, and from Native American tribal authorities
in the states of  Connecticut  and  Minnesota.  In addition,  two of the primary
developers  and  vendors  of slot  machine  accounting  systems,  Bally  Systems
("Bally") and Casino Data Systems ("CDS"),  have completed the interface process
which allows for the data  received  from the  AccuSystem  or  AccuHopper  to be
incorporated into their accounting  reports.  Both Bally and CDS are testing the
interfaces  at beta  sites.  In  addition,  the  Company is  working  with other
manufacturers of slot machine  accounting systems on the interface of AccuSystem
with their products. The Company is currently engaged in field trials in various
domestic gaming  jurisdictions and has received  commitments to begin additional
field  trials in other  jurisdictions  in the near  future.  Many of these field
trials  are,  or  will  be,  monitored  by  the  gaming   authorities  in  those
jurisdictions  to allow for the interface of the  AccuSystem  with the Bally and
CDS accounting  systems.  In addition,  the Company is assisting some casinos in
various domestic gaming  jurisdictions in their requests to amend their internal
control  procedures to allow them to utilize certain  features of the AccuSystem
designed to enhance  revenues and reduce  operating  costs.  No assurance can be
given that the interface  field trials and/or the requests to amend the internal
control  procedures will ultimately be approved by any of the gaming authorities
in the jurisdictions wherein they are pending.

The  accompanying  financial  statements  for the prior period  reflect  certain
reclassifications,  which  have no  effect  on net  losses  or cash flow in that
period, to conform with classifications in the current period.

Three Months Ended September 30, 1998 and 1997

During  the  first  quarter  of  fiscal  1999,  the  Company  reported  sales of
approximately  $1,002,000,  which included sales in Minnesota,  Iowa and Nevada.
The gross margin was  approximately  46% and reflects  discounts from the listed
sales  price  to  introduce  product  in the  various  domestic  markets  and to
establish a customer  base.  At September  30, 1998,  the Company  reported as a
current liability $300,000 in deposits received from customers for future sales,
and as of November 10,  1998,  the  Company's  sales  backlog was  approximately
$1,738,000.

Selling,   general  and   administrative   expenses   increased   $297,000,   or
approximately  43%, to $980,000 for the quarter  ended  September  30, 1998 from
$683,000  in the same  period in the prior  year.  An  increase  of  $203,000 in
payroll and payroll related expenses,  primarily  related to selling  activities
and additional  administrative,  product support and field test personnel,  were
the  primary  contributors  to the  increase in labor  expenses.  An increase in
marketing  expense of  approximately  $36,000 to $55,000 for the  quarter  ended
September  30,  1998  compared to $19,000 in the prior year  period,  was also a
significant  contributor to the increase in selling,  general and administrative
expenses.

Research and development expenses decreased by approximately $81,000, or 49%, to
$85,000 in the current  quarter  from  $166,000 in the three month  period ended
September  30, 1997.  Research and  development  expenses for the quarter  ended
September 30, 1998 are associated with new product development, whereas expenses
associated  with  further  development  of  the  AccuSystem  product,  including
interfacing with the various slot accounting system manufacturers,  are expensed
elsewhere in the financial statements.

                                       10
<PAGE>
Interest expense increased by $52,000 to $64,000 in the current year period from
$12,000 in the three month  period ended  September  30, 1997 as a result of the
issuance of the 6% Secured Convertible Notes (the "Notes").

Liquidity and Capital Resources

The Company's current assets at September 30, 1998 totaled $2,502,000, including
$860,000 in cash and cash  equivalents  and $400,000 in  prepayments  for future
inventory  deliveries.   The  Company's  current  liabilities  were  $2,186,000,
including $568,000 in dividends payable to preferred stockholders. The Company's
working capital at September 30, 1998 was approximately  $316,000. Net cash used
in operating activities was approximately $1,541,000.

As  previously  noted,  the Company's  initial  sales and  marketing  activities
commenced  in the latter  stages of the fiscal year ended June  30,1998.  Absent
significant  revenues from  operations,  the Company has funded itself primarily
through equity and debt financing.

On February 27, 1998, the Company  initiated the private  placement of the Notes
in two  separate  offerings  with  identical  terms due February 28, 2008 in the
aggregate  principal  amount of $5,000,000 to a limited number of investors with
interest payable annually commencing February 28, 1999. The Notes are secured by
a security interest and collateral  assignment of all of the Company's  patents,
patent  applications,  trade  secrets and all other  intellectual  rights of the
Company  existing or developed prior to the repayment or other settlement of the
Notes.  The Notes are  convertible  by holders of the Notes at any time  through
February 28, 2001 into shares of the  Company's  $0.002 common stock in a number
equal to 0.8% of the then  outstanding  shares of the Company's common stock for
each  $100,000 in principal  amount of the Notes.  In addition,  the Company may
require  conversion  at certain  times  through  February 28, 2001 under certain
circumstances.

During the quarter ended  September 30, 1998,  the Malcolm C. Davenport V Family
Trust (the "Trust") purchased  $2,100,000 of the Notes from the Company,  giving
the  Trust a total of  $4,000,000  of the  $4,450,000  in Notes  outstanding  on
September  30, 1998.  During  October  1998,  the Trust  purchased an additional
$300,000 of the Notes.  A member of the Board of  Directors  also  purchased  an
additional $250,000 of the Notes, bringing that director's holdings in the Notes
to  $350,000.  As of October 31,  1998,  the Company  closed the offering of the
Notes.

In addition to the Notes,  there were 8,241 issued and outstanding  shares of 4%
Convertible  Preferred Stock at September 30, 1998.  These preferred shares were
held  by  RBB  Bank   Aktiengesellschaft   (the  "Holder"),   an  offshore  bank
representing investors pursuant to Regulation S promulgated under the Securities
Act of 1933.  All such  preferred  stock plus any accrued  and unpaid  dividends
thereon can be  converted  into  common  stock of the Company at any time at the
discretion of the Holder and any preferred stock not converted prior to December
31, 1999 will automatically be converted on that date based on an average of the
closing  bid  prices  of the  common  stock  for the  five  trading  days  ended
immediately prior to that date, but not to exceed $3 per share.

If both the Notes and the preferred  stock had been  converted  into  additional
shares of the Company's  common stock on September 30, 1998,  the holders of the
Notes would have received  approximately  31.8 million common shares,  including
28.6  million to the Trust,  and the Holder of the  preferred  stock  would have
received approximately 23.7 million shares.

                                       11

<PAGE>
As previously  noted,  the Company is currently  undergoing  field trials and/or
applications for the amendment of certain internal control procedures related to
slot machines in various domestic jurisdictions.  Management feels that if these
field trials and/or  applications  for the amendment of certain internal control
procedures are successful, an increase in sales will result. No assurance can be
given  that the field  trials  or the  applications  for  amendment  of  certain
internal  control  procedures  will be  successful in any  jurisdictions,  or if
obtained, will result in increased sales to the Company.

Should the Company fail to generate  sufficient  revenues to support operations,
the Company would have to secure  additional debt or equity  financing.  If this
additional debt or equity  financing  should not be available,  and no assurance
can be given that such additional debt or equity  financing can be located,  and
if the Company can not generate sufficient  revenues to support operations,  the
Company will be unable to continue as a going concern.

                                       12
<PAGE>
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

         27.1 Financial Data Schedule.

       (b) Reports on Form 8-K

         None






                                       13
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13 of the Securities and Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                        SPINTEK GAMING TECHNOLOGIES, INC.


Date:  November 12, 1998                      By: /s/ GARY L. COULTER     
                                                 -------------------------------
                                                 Gary L. Coulter
                                                 Chairman of the Board, Chief
                                                 Executive Officer

Date:  November 12, 1998                      By:/s/ GEORGE P. MILLER           
                                                 -------------------------------
                                                 George P. Miller
                                                 Chief Financial Officer
                                                 (Principal Financial
                                                  and Accounting Officer)



                                       14
<PAGE>
                           EXHIBIT INDEX

Exhibit Index             Description                        Page Number 
-------------             -----------                        ----------- 

      27.1                Financial Data Schedule                 16



                                       15