<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 0-27212

                                 ENDOCARE, INC.
             (Exact name of Registrant as specified in its charter)

            DELAWARE                                         33-0618093
 (State or other jurisdiction of                     (I.R.S. Employer I.D. No.)
 incorporation or organization)

                     7 STUDEBAKER, IRVINE, CALIFORNIA 92618
               (Address of principal executive office) (Zip Code)

                                 (949) 595-4770
              (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. YES [X] NO [ ]

The number of shares of the Registrant's Common Stock, par value $.001 per
share, outstanding on May 12, 1998 was 10,427,833.


<PAGE>   2
                                 ENDOCARE, INC.
                     FORM 10-Q, QUARTER ENDED March 31, 1998
                                      INDEX


<TABLE>
<CAPTION>
                                                                                PAGE
                                                                                ----
<S>                                                                             <C>
                   Part I. Financial Information

Item 1    Financial Statements (unaudited)

              Condensed Statements of Operations for the
              three months ended March 31, 1998 and 1997                           3

              Condensed Balance Sheets at March 31, 1998
              and December 31, 1997                                                4

              Condensed Statements of Cash Flows for the three months
              ended March 31, 1998 and 1997                                        5

              Notes to Financial Statements                                        6

Item 2    Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                                8

Item 3    Quantitative and Qualitative Disclosures About Market Risk            None

                   Part II. Other Information

Item 1    Legal Proceedings                                                        9

Item 2    Changes in Securities                                                   10

Item 3    Defaults Upon Senior Securities                                         10

Item 4    Submission of Matters to a Vote of Security Holders                     10

Item 5    Other Information                                                       10

Item 6    Exhibits and Reports on Form 8-K                                        10

Signature Page                                                                    11
</TABLE>


                                       2
<PAGE>   3
                          ITEM 1. FINANCIAL STATEMENTS

                                 ENDOCARE, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED MARCH 31,
                                                  ---------------------------------
                                                      1998                  1997
                                                  -----------           -----------
<S>                                               <C>                   <C>        
Revenues:
   Net product sales                              $   390,069           $   658,836
   Revenue from collaborative agreements               20,832                20,832
                                                  -----------           -----------
           Total revenues                             410,901               679,668

Costs and expenses:
   Cost of product sales                              280,543               429,912
   Research and development                           338,162               290,445
   Selling, general and administrative                852,957               696,065
                                                  -----------           -----------
           Total costs and expenses                 1,471,662             1,416,422

Loss before income taxes                           (1,060,761)             (736,754)
Provision for income taxes                                900                 2,700
                                                  -----------           -----------
Net loss                                          $(1,061,661)          $  (739,454)
                                                  ===========           ===========

Net loss per share of common stock -
   basic and diluted                              $      (.13)          $      (.10)
                                                  ===========           ===========

Weighted average shares of
   common stock outstanding                         8,381,000             7,439,048
                                                  ===========           ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>   4
                                 ENDOCARE, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  MARCH 31, 1998       
                                                                    (UNAUDITED)        DECEMBER 31, 1997
                                                                  --------------       ------------------
<S>                                                               <C>                  <C>        

                                     ASSETS

Current assets:
   Cash and cash equivalents                                        $ 2,943,176           $ 3,896,316
   Accounts receivable, net                                             302,718               376,141
   Inventories                                                          916,415               925,592
   Other current assets                                                 119,907                64,237
                                                                    -----------           -----------

           Total current assets                                       4,282,216             5,262,286

Property and equipment , net                                            215,855               238,192
Other assets                                                             40,065                42,566
                                                                    -----------           -----------

           Total assets                                             $ 4,538,136           $ 5,543,044
                                                                    ===========           ===========


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                 $   760,157           $   745,771
   Accrued liabilities                                                  738,806               697,674
   Deferred revenues                                                     83,333                83,333
                                                                    -----------           -----------

           Total current liabilities                                  1,582,296             1,526,778

Deferred revenue                                                         62,507                83,339

Shareholders' equity:
   Common stock, $.001 par value                                          8,386                 8,378 
   Additional paid-in capital                                         9,377,916             9,355,857
   Accumulated deficit                                               (6,492,969)           (5,431,308)
                                                                    -----------           -----------

           Total shareholders' equity                                 2,893,333             3,932,297
                                                                    -----------           -----------

                Total liabilities and shareholders' equity          $ 4,538,136           $ 5,543,044
                                                                    ===========           ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>   5
                                 ENDOCARE, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED MARCH 31,
                                                              ---------------------------------
                                                                  1998                  1997
                                                              -----------           -----------
<S>                                                           <C>                   <C>         

Cash flows from operating activities:
   Net loss                                                   $(1,061,661)          $  (739,454)
   Adjustments to reconcile net loss to net
   cash used in operating activities:
      Depreciation and amortization                                37,195                21,408
      Amortization of warrant value                                19,761                18,952
      Offering Costs                                                   --                62,869
      Other                                                            --                 7,794
   Changes in operating assets and liabilities:
      Accounts receivable                                          73,423               (30,879)
      Inventories                                                   9,177               (43,123)
      Accounts payable                                             14,386              (117,922)
      Accrued liabilities                                          41,132                (8,222)
      Other                                                       (75,601)               (4,685)
                                                              -----------           -----------
Net cash used in operating activities                            (942,188)             (833,262)
                                                              -----------           -----------
Cash flows from investing activities:
   Purchases of property and equipment                            (12,358)             (128,305)
                                                              -----------           -----------
Net cash used in investing activities                             (12,358)             (128,305)
                                                              -----------           -----------
Cash flows from financing activities:
   Issuance of common stock                                         1,406             7,050,480
                                                              -----------           -----------
Net cash provided by financing activities                           1,406             7,050,480
                                                              -----------           -----------
Net increase (decrease) in cash and cash equivalents             (953,140)            6,088,913
Cash and cash equivalents, beginning of period                  3,896,316               476,854
                                                              -----------           -----------
Cash and cash equivalents, end of period                      $ 2,943,176           $ 6,565,767
                                                              ===========           ===========
Non-Cash Transactions:
   Conversion of note payable to common stock                 $        --           $   850,250
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       5
<PAGE>   6
                                 ENDOCARE, INC.
                          NOTES TO FINANCIAL STATEMENTS

1.      Organization and Operations of the Company

        Endocare, Inc. (the "Company" or "Endocare") designs, manufactures, and
        markets an array of innovative, temperature-based surgical devices and
        technologies primarily to treat prostate diseases, including prostate
        cancer and prostate enlargement.

        Since its formation in 1990, Endocare operated first as a research and
        development department, then later as a division of Medstone
        International, Inc. ("Medstone"). Effective January 1, 1996, Endocare
        became a totally independent, publicly-owned corporation. At the
        beginning of 1996, Endocare issued 5,616,528 shares of Endocare common
        stock to Medstone in exchange for $500,000 cash and the accounts
        receivable, inventory, and other net assets of the Endocare Division. On
        February 6, 1996, Medstone distributed to existing Medstone shareholders
        a stock dividend of one share of Endocare common stock for each share of
        Medstone common stock outstanding on December 29, 1995.

2.      Basis of Presentation

        The accompanying unaudited financial statements have been prepared by
        Endocare in accordance with Securities and Exchange Commission rules and
        regulations. In the opinion of Company management, the unaudited
        financial statements include all entries and adjustments necessary for a
        fair presentation.

        Effective January 1, 1998, the Company adopted Statement of Financial
        Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS
        130), and intends to adopt Statement of Financial Accounting Standards
        No. 131, "Disclosures about Segments of an Enterprise and Related
        Information" (SFAS 131) in 1998. Both standards may require financial
        statement disclosure, but will not have a material effect on the
        Company's financial position or results of operations. SFAS 130
        establishes standards for the reporting and display of comprehensive
        income. No additional financial statement disclosure was required as a
        result of implementing SFAS 130 in the Company's first quarter of 1998
        interim financial statements. SFAS 131 changes the way companies report
        segment information and requires segments to be determined and reported
        based on how management measures performance and makes decisions about
        allocating resources. SFAS 131 will first be reflected in the Company's
        1998 Annual Report.

        These financial statements should be read in conjunction with the
        audited financial statements and other information included in the
        Company's Form 10-K for the year ended December 31, 1997. Financial
        results for this interim period are not necessarily indicative of
        results to be expected for the full year 1998.

3.      Use of Estimates

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

4.      Supplemental Financial Statement Data

<TABLE>
<CAPTION>
                                  MARCH 31,       DECEMBER 31,
                                    1998              1997
                                ------------      ------------
<S>                             <C>               <C>         
Inventories:
  Raw materials                 $    572,248      $    628,466
  Work in process                    115,769            56,306
  Finished goods                     228,398           240,820
                                ------------      ------------

     Total inventories          $    916,415      $    925,592
                                ============      ============
</TABLE>


                                       6
<PAGE>   7
5.      Net Loss Per Share

        The Company adopted Statement of Financial Accounting Standards No. 128,
        "Earnings Per Share" (SFAS 128) in the fourth quarter of 1997. SFAS 128
        simplifies the computation of earnings per share ("EPS") previously
        required in Accounting Principles Board (APB) Opinion No. 15, "Earnings
        Per Share," by replacing primary and fully diluted EPS with basic and
        diluted EPS. Under SFAS 128, basic EPS is calculated by dividing net
        earnings (loss) by the weighted-average common shares outstanding during
        the period. Diluted EPS reflects the potential dilution to basic EPS
        that could occur upon conversion or exercise of securities, options, or
        other such items, to common shares using the treasury stock method based
        upon the weighted-average fair value of the Company's common shares
        during the period. SFAS 128 was required to be adopted by the Company in
        its year-end 1997 Annual Report, and the adoption of SFAS 128 did not
        result in a restatement of the Company's loss per share as previously
        reported for fiscal 1997 or 1996. In accordance with SFAS 128, the
        income (numerator), shares (denominator) and per share amount for the
        three months ended March 31, 1998 are $(1,061,661), 8,381,000 and
        $(0.13), respectively. The income (numerator), shares (denominator) and
        per share amount for the three months ended March 31, 1997 are
        $(739,454), 7,439,048 and $(0.10), respectively. As the Company has been
        in a net loss position for the periods presented, common share
        equivalents of 847,000 and 830,000 for the three months ended March 31,
        1998 and 1997, respectively, were not used to compute diluted loss per
        share as the effect was antidilutive. Consequently, diluted EPS are not
        presented as they equal basic EPS.

6.      Bank Line of Credit

        On March 24, 1998, Endocare entered into a one-year $1,000,000 line of
        credit with a bank which bears interest at prime plus 1%. The line of
        credit is secured by the Company's assets, excluding intellectual
        property, and is subject to certain financial and other covenants.

7.      Convertible Loan Payable

        On August 26, 1996, Endocare obtained a two-year $1,500,000 borrowing
        facility from four partnerships (the "Partnerships") managed by
        Technology Funding Inc., a venture capital firm. In connection with
        entering into this loan, Endocare issued to the four Partnerships 10,000
        shares of common stock as an origination fee and warrants to purchase an
        aggregate of up to 150,000 shares of Endocare common stock. The warrants
        are exercisable at any time between August 26, 1996 and August 26, 2001,
        at an exercise price of $3.00 per share, subject to adjustment.

        At December 31, 1996, $750,000 was outstanding under this loan, accruing
        interest at a rate of 16% per year.

        On January 27, 1997, the Partnerships converted their $750,000 principal
        amount and accrued interest into 320,000 shares of Endocare common stock
        at the conversion rate of $2.50 per share. Also, 12,000 additional
        shares of common stock were issued to the Partnerships as an inducement
        to convert at that time. At Endocare's election, the remaining $750,000
        borrowing facility was cancelled on that same date.

8.      Private Placement of Common Stock

        On January 27, 1997, Endocare sold 2,218,714 shares of common stock at a
        price of $3.50 per share in a private placement, with Oppenheimer & Co.,
        Inc. ("Oppenheimer") acting as placement agent. After expenses, the net
        contribution to the Company's capital was approximately $7,050,000.
        Expenses deducted from the proceeds include a commission to Oppenheimer
        of approximately $540,000 and legal, accounting, and other professional
        expenses of approximately $172,000. In addition, Oppenheimer received a
        warrant to purchase 177,497 shares of Endocare common stock for a period
        of five years at a price of $4.20 per share. The warrants are
        exercisable at any time between January 27, 1998 and January 27, 2002.

9.      Subsequent Event

        In April 1998, Endocare sold 2,000,000 shares of common stock at a price
        of $3.50 per share in a direct private placement. After estimated legal,
        accounting and professional fees of approximately $150,000, the net
        contribution to the Company's capital was approximately $6,850,000.


                                       7
<PAGE>   8
ITEM 2.

                                 ENDOCARE, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following should be read in conjunction with the unaudited financial
statements and notes thereto included in Part I--Item 1, the audited financial
statements, and notes thereto, and Management's Discussion and Analysis of
Financial Condition and Results of Operations contained in the Annual Report on
Form 10-K for the fiscal year ended December 31, 1997.

General

Endocare designs, manufactures, and markets an array of innovative,
temperature-based surgical devices and technologies to treat prostate diseases,
including prostate cancer and prostate enlargement. Endocare began marketing
disposable surgical devices in 1993 with the introduction of the Prolase laser
catheter. In late 1995, Endocare began marketing two new disposable product
families, the Uroloop and Vaporbar electrosurgical cutting elements. In May
1996, the Company introduced its new CRYOcare cryosurgical system for the
treatment of prostate cancer. In November 1996, Endocare signed a distribution
agreement with Boston Scientific Corporation granting that company exclusive
world-wide marketing rights for CRYOcare systems for urological applications.

Endocare currently is developing additional, innovative therapies for prostate
enlargement. The Company does not expect to be profitable in the near future
because of increased operating expenses from expanded research and development
efforts and support of clinical trials for products currently under development.

Since its formation in 1990, Endocare operated first as a research and
development department, then later as a division of Medstone International, Inc.
Effective January 1, 1996, Endocare was spun out and began operating as an
independent corporation.

Results of Operations

Product Revenue for the three months ended March 31, 1998 decreased 41% to
$390,000 compared to $659,000 in 1997. This decrease was attributed primarily to
a large initial purchase by Boston Scientific Corporation of CRYOcare systems in
the first quarter of 1997. Such systems were used by Boston Scientific
Corporation to launch its market development efforts for CRYOcare systems for
urological applications.

Revenue from collaborative agreements remained consistent between comparative
quarters. The amounts represented the respective quarters' amortization of a
lump-sum payment from Boston Scientific Corporation based upon the distribution
agreement entered into in November 1996.

Gross margins on product sales were 28% for the three months ended March 31,
1998, compared to 35% in 1997. The decline in gross margins resulted primarily
from the additional infrastructure and personnel costs associated with the
company's new manufacturing facility in Irvine, California.
Endocare currently manufactures all of its products at its new facility.

Research and development expense increased 16% to $338,000 for the three months
ended March 31, 1998, compared to $290,000 for the corresponding period in 1997.
The increase reflects the investment the Company has made in the form of
additional personnel and related infrastructure to support general product
improvement and new product development efforts.

Selling, general and administrative expense increased 23% to $853,000 for the
three months ended March 31, 1998, compared to $696,000 for the same period in
1997. The 1998 amount included costs for additional sales, marketing and
administrative personnel and increased costs associated with Endocare's larger
corporate facility.

Endocare's net loss for three months ended March 31, 1998 was $1,062,000, or 13
cents per share on 8,381,000 weighted average shares outstanding, compared to a
net loss of $739,000 or 10 cents per share on 7,439,048 weighted average shares
outstanding for the same period in 1997. The increase in net loss resulted from
lower product gross margins, higher research and development costs, and higher
selling, general and administrative expenses.


                                       8
<PAGE>   9
Liquidity and Capital Resources

At March 31, 1998, Endocare's cash and cash equivalent balance was $2,943,000,
compared to $3,896,000 at December 31, 1997. The cash decrease resulted from
cash used in operating activities.

Working capital has been used as Endocare's operations have increased in 1998.
Net accounts receivable decreased to $303,000 at March 31, 1998, compared to
$376,000 at December 31, 1997. Inventory decreased to $916,000 at March 31,
1998, compared to $926,000 at the beginning of the year. Additions to property
and equipment during the first three months of 1998 were approximately $12,000.
Working capital was provided as accounts payable and other current liabilities
increased to $1,582,000 from $1,527,000 at December 31, 1997.

At March 31, 1998, Endocare's net working capital was $2,700,000 and the ratio
of current assets to current liabilities was 2.7 to 1.

In January 1997, Endocare sold 2,218,714 shares of common stock at a price of
$3.50 per share in a private placement, with Oppenheimer & Co., Inc. acting as
placement agent. After deducting commissions and other expenses of the sale,
this offering added approximately $7,050,000 to Endocare's capital base.

Also in January 1997, the four partnerships managed by Technology Funding Inc.
converted the outstanding principal amount of their $750,000 promissory notes
and $50,000 of accrued interest into common stock at the conversion rate of
$2.50 per share. To induce conversion at that time, Endocare issued to the
partnerships an additional 12,000 shares of stock, with a fair market value on
that date of approximately $50,000.

On March 24, 1998, Endocare entered into a one-year $1,000,000 line of credit
with a bank which bears interest at prime plus 1%. The line of credit is secured
by the Company's assets, excluding intellectual property, and is subject to
certain financial and other covenants.

In April 1998, Endocare sold 2,000,000 shares of common stock at a price of
$3.50 per share in a direct private placement. After estimated legal,
accounting and professional fees of approximately $150,000, the net
contribution to the Company's capital was approximately $6,850,000.

With the April 1998 cash infusion of approximately $7,000,000 from the sale of
its common stock, the Company believes that its existing cash resources,
anticipated cash flow from future operations, and its $1,000,000 bank line of
credit, will provide sufficient resources to meet present and reasonably
foreseeable working capital requirements and other cash needs through the end of
1998. Insofar as the Company elects to undertake or accelerate significant
research and development projects for new products or pursue corporate
acquisitions, it may require additional outside financing prior to such time.

Other Matters

Many existing software programs use only two digits to identify the year in the
date field. If such programs are not corrected, date data concerning the Year
2000 could cause many computer applications to fail, lock-up or generate
erroneous results. The Company is currently assessing the cost to remediate its
Year 2000 issues. Although the actual cost to remediate its Year 2000 issues is
not yet fully known, based upon information to date, it is not expected that
the remediation will have a material impact on the Company's financial
condition or operating results.

This Form 10Q contains forward looking statements. The Company's business and
results of operations are subject to risk and uncertainties including, but not
limited to, those discussed in the Company's Annual Report on Form 10-K and Form
S-3, filed with the Securities and Exchange Commission. Such risk factors
include, but are not limited to, limited operating history of the Company with a
history of losses; fluctuations in the Company's order levels; uncertainty
regarding market acceptance of the Company's new products; uncertainty of
product development and the associated risks related to clinical trials; the
Company's dependence on Boston Scientific Corporation as a distribution partner;
the rapid pace of technological change in the Company's industry; the Company's
limited sales, marketing and manufacturing experience; and, uncertainty relating
to third party reimbursement. The actual results that the Company achieves may
differ materially from any forward looking statements due to such risks and
uncertainties.


PART II. OTHER INFORMATION

Item 1. Legal Proceedings

        On November 27, 1996, Cryomedical Sciences, Inc. ("CMS") filed a
        complaint in the Circuit Court for Montgomery County, Maryland against
        the Company and Dr. Chang, the Company's then Vice President of Research
        and Development and former employee of CMS. The suit alleges that Dr.
        Chang breached his employment contract with CMS, that the Company
        tortiously interfered with the employment contract and the prospective
        business relations of CMS, misappropriated trade secrets and
        confidential information, and competed unfairly with and conspired
        against CMS. CMS is seeking injunctive relief and damages of at least
        $10,000,000 and punitive damages of $20,000,000. On September 23, 1997,
        the court granted Dr. Chang's motion (which the Company joined) to
        modify an earlier injunction prohibiting Dr Chang from performing
        services for the Company, based on the language contained in an
        employment agreement between Dr. Chang and CMS that ostensibly prohibits
        Dr. Chang from working for a CMS competitor. Under the modification
        obtained by Dr. Chang and the Company, Dr. Chang is entitled to provide
        consulting services to the Company in the area of stent technology,
        subject to certain restrictions and to periodic review of Dr. Chang's
        activities by a neutral third party. The Company is subject to the terms
        of this modified injunction, insofar as necessary to enforce the
        restrictions on Dr. Chang's activities. No other injunctive or other
        relief has been granted to CMS. On October 17, 1997, the Company filed a
        comprehensive motion for summary judgment seeking dismissal of all
        claims against it brought by CMS, on a variety of legal and undisputed
        factual grounds. Shortly thereafter, on November 4, 1997, the parties
        filed a request that the court stay all proceedings pending efforts to
        resolve the case through mediation. The parties are currently
        negotiating the terms of a settlement of the litigation. The Company
        continues to deny all allegations of wrongdoing in the complaint and
        intends to defend the litigation vigorously in the event that the
        settlement negotiations do not result in a negotiated solution of the
        case. However, the costs of defending the lawsuit could be material, and
        there can be no assurance that damages, which could have a material
        adverse effect on the Company, will not be assessed. The Company is not
        a party to any other legal proceedings.


                                       9
<PAGE>   10
Item 2. Changes in Securities

        Stock Options

        During the period from January 1, 1998 through March 31, 1998, the
        Company granted stock options to 6 individuals covering an aggregate of
        150,000 shares of its common stock. All such options were granted at
        exercise prices equaling fair market value on the date of grant, vest
        over a four year period, and are exercisable over a ten year period. In
        addition, pursuant to the Company's 1995 Directors' Option Plan (a
        formula plan), an option covering an aggregate of 5,000 shares of common
        stock was granted to one non-employee director. This director option was
        granted at fair market value, vests over a one year period, and is
        exercisable over a ten year period. No consideration was paid for any of
        such options. Such grants were exempt from the registration requirement
        of the Securities Act as not involving the sale of a security.

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

                Exhibit 27 Financial Data Schedule

        (b)     Reports on Form 8-K -- None


                                       10
<PAGE>   11
                                   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.

                                   ENDOCARE, INC.

Date: May 12, 1998                 By: /s/ Paul W. Mikus



                                   Paul W. Mikus
                                   Chief Executive Officer and President
                                   (Duly Authorized Officer )


                                   By: /s/ William R. Hughes



                                   William R. Hughes
                                   Senior Vice President and
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)


                                       11
<PAGE>   12
                                 EXHIBIT INDEX


Exhibit                  Description
-------                  -----------

  27                     Financial Data Schedule