<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549


                                  Form 10-QSB


                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended September 30, 1998        Commission file number 0-9964



                              BESICORP GROUP INC.
------------------------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)



                    New York                                14-1588329
------------------------------------------------------------------------------
          (State or other jurisdiction of         (Internal Revenue Service  
           incorporation or organization)         Employer Identification No.)



          1151 Flatbush Road, Kingston, New York            12401
------------------------------------------------------------------------------
         (Address of principal executive office)         (Zip Code)


          Issuer's Telephone Number, including area code:(914) 336-7700


                                      N/A
-----------------------------------------------------------------------------
(Former name,former address and former fiscal year,if changed since last report)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange  Act 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_______ 

Common stock outstanding as of October 30, 1998                2,969,195 


Transitional Small Business Disclosure Format             Yes______   No ___X___

<PAGE>

                                               
PART 1  -  FINANCIAL INFORMATION
Item 1 -   FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S>

                                        BESICORP GROUP INC. AND SUBSIDIARIES

                                               CONSOLIDATED BALANCE SHEET
                                                  (unaudited)
                                                                        <C>                         <C>
                                                                        
                                                                        September 30,1998           March 31,1998
                   ASSETS                                               _________________           _____________   
                                                                       
Current Assets:
    Cash and cash equivalents                                            $       42,225,504         $       812,971
    Short-term investments                                                       10,994,537               1,056,778
    Investment in Niagara Mohawk Power Corporation common stock                  66,055,151                       0
    Trade accounts  receivable (less allowance for doubtful accounts 
       of $68,929 and $23,000 as of September 30, 1998
       and March 31, 1998, respectively)                                            596,973                 369,539
    Due from affiliates                                                              61,035                 870,295
    Current portion of long-term notes receivable:
       Others (includes interest of $12,298 and $8,316, respectively)               124,649                 102,053
    Inventories                                                                   1,241,658                 944,013
    Deferred income taxes                                                            93,600                  93,600
    Other current assets                                                            293,734                 485,052
                                                                                ____________             ____________     

       Total Current Assets                                                     121,686,841               4,734,301
                                                                                ____________             ____________
Property, Plant and Equipment:
    Land and improvements                                                           237,159                 237,159
    Buildings and improvements                                                    1,914,029               1,906,953
    Machinery and equipment                                                       1,509,949               1,226,115
    Furniture and fixtures                                                          247,365                 246,701
                                                                                ____________              ___________    
                                                                                  3,908,502               3,616,928

       Less accumulated depreciation and amortization                             1,906,366               1,769,212
                                                                                ____________              ___________
       Net Property, Plant and Equipment                                         
                                                                                  2,002,136               1,847,716
                                                                                ____________              ___________
Other Assets:
    Patents and trademarks, less accumulated
       amortization of $1,973 and $1,691, respectively                                8,391                   7,823
    Long-term notes receivable:
       Affiliates - Net of allowance of $555,276                                          0                       0
       Others - Net of allowance of $1,944,624                                       92,181                 129,886
    Due from affiliates                                                                   0                 375,000
    Investment in partnerships                                                   17,152,393                       0
    Deferred costs                                                                        0               1,316,693
    Deferred income taxes                                                         1,634,200                 916,600
    Other assets                                                                     78,356                 116,977
                                                                                _____________             ___________     

       Total Other Assets                                                        18,965,521               2,862,979
                                                                                ______________            ___________
       TOTAL ASSETS                                                      $      142,654,498      $        9,444,996
                                                                                ______________            ___________
                                                                                ______________            ___________
See accompanying notes to consolidated financial statements.


                                                                2

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>

                                                  BESICORP GROUP INC. AND SUBSIDIARIES


                                                   CONSOLIDATED BALANCE SHEET
                                                     (unaudited)

                                                                           <C>                         <C>
                                                                           
                                                                           September 30,1998           March 31,1998


              LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
    Accounts payable and accrued expenses                                $        1,262,636             $  1,403,504
    Current portion of long-term debt                                               136,746                  111,367
    Current portion of accrued reserve and warranty expense                         144,769                  152,891
    Taxes other than income taxes                                                   127,630                  114,811
    Income taxes payable                                                         48,136,426                  172,246
                                                                                __________               __________
       Total Current Liabilities                                                 49,808,207                1,954,819

Investment in Partnerships                                                                0                   33,870
Long-Term Accrued Reserve and Warranty Expenses                                     161,390                  152,402
Long-Term Debt                                                                      691,618                3,766,074
                                                                                __________               __________
       Total Liabilities                                                         50,661,215                5,907,165
                                                                                __________               __________


Shareholders' Equity:
    Common stock, $.10 par value: authorized
       5,000,000 shares; issued 3,234,958 shares                                    323,495                 323,495
    Additional paid-in capital                                                    5,445,530               5,492,072
    Retained earnings (deficit)                                                  87,842,255                (615,259)
                                                                                __________               __________
                                                                                 93,611,280               5,200,308
    Less:  treasury stock at cost (265,763 shares and 278,234
       shares, respectively)                                                     (1,617,997)             (1,662,477)
                                                                                ___________              __________


       Total Shareholders' Equity                                                91,993,283               3,537,831
                                                                                ___________               _________


       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                        $      142,654,498      $        9,444,996
                                                                                ___________              __________
                                                                                ___________              __________
                                                                                
                    

See accompanying notes to consolidated financial statements.


                                                                3

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>

                                                        BESICORP GROUP INC. AND SUBSIDIARIES

                                                        CONSOLIDATED STATEMENT OF OPERATIONS
                                                                    (unaudited)


                                                         Three months ended September 30,          Six months ended September 30,
                                                        ________________________________          ______________________________   
                                                          1998                1997                1998                      1997
                                                          ____                ____                ____                     ____ 
Revenues:                                                 <C>                <C>               <C>                      <C>
    Product sales                                      $  1,097,897      $    878,047        $   2,085,690             $   2,268,666
    Development and management fees                               0           180,479            2,043,334                   908,006
    Other revenues                                           46,643            86,924              233,355                   135,383
    Income from partnerships                            133,161,691         2,242,994          136,704,931                 4,989,602
    Interest and other investment income                  2,780,122            48,330            2,824,932                    94,914
                                                        ____________        __________        ____________                __________
                 Total Revenues                         137,086,353         3,436,774          143,892,242                 8,396,571
                                                        ____________        __________        ____________                __________
Costs and Expenses:
    Cost of product sales                                 1,026,294            877,685           1,966,269                 2,073,899
    Selling, general and administrative expenses          3,942,666          1,982,570           5,830,355                 4,084,795
    Interest expense                                         25,715             99,489             120,098                   196,515
    Other expense                                             8,373             10,506               8,807                     8,347
                                                        ___________         __________         ____________            ____________
                 Total Costs and Expenses                 5,003,048          2,970,250           7,925,529                 6,363,556
                                                        ___________         __________         ____________             ____________
Income Before Income Taxes                              132,083,305            466,524         135,966,713                 2,033,015

Provision for Income Taxes                               46,186,257            161,413          47,509,199                   700,203
                                                        ___________         __________         ____________            _____________

Net Income                                            $  85,897,048       $    305,111      $   88,457,514            $    1,332,812
                                                        ___________         __________         ____________            _____________
                                                        ___________         __________         ____________            _____________

Basic Earnings per Common Share                       $       28.94       $        .10      $        29.81            $          .45
                                                       ____________         __________         ___________              ____________
                                                       ____________         __________         ___________              ____________
Basic Weighted Average Number of Shares Outstanding
    (in Thousands)                                            2,969              2,947               2,967                     2,941
                                                       ____________        ___________         ___________              ____________
                                                       ____________        ___________         ___________              ____________

Diluted Earnings per Common Share                     $       28.25       $       0.10     $         29.12            $         0.44
                                                       ____________        ___________         ___________              ____________
                                                       ____________        ___________         ___________              ____________

Diluted Weighted Average Number of Shares Outstanding         3,040              3,021              3,038                      3,013
                                                       ____________        ___________         ___________              ____________
                                                       ____________        ___________         ___________              ____________
           
Dividends per Common Share                            $        NONE       $       NONE         $     NONE               $       NONE
                                                        ___________        ___________          __________               ___________
                                                        ___________        ___________          __________               ___________


See accompanying notes to consolidated financial statements.


</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>

                                            BESICORP GROUP INC. AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENT OF CASH FLOWS
                                                         (unaudited)

                                                                                                  Six months ended September 30,
                                                                                                  ______________________________
                                                                                                   1998                    1997
                                                                                                  ________              ________
 
Operating Activities:                                                                             <C>                  <C>
    Net income                                                                                  $ 88,457,514          $ 1,332,812
    Adjustments to reconcile net income to net
       cash provided by operating activities:
       Deferred taxes                                                                              (717,600)                    0
       Amortization of discounts on notes                                                            (1,098)               (1,098)
       Provision for uncollectibles                                                                  45,929                     0
       Realized and unrealized (gains) losses                                                    (2,253,028)                8,881
       Depreciation and amortization                                                                137,435               146,972
       Partnership income recognized                                                           (136,704,931)           (4,989,602)
       Distributions from partnerships                                                          119,518,668             3,791,430
       Changes in assets and liabilities:
           Short-term investments                                                                (9,565,148)              (20,549)
           Investment in Niagara Mohawk Power Corporation
              common stock                                                                      (64,174,734)                    0
           Accounts and notes receivable                                                            927,105             1,383,289
           Inventory                                                                               (297,644)              118,172
           Accounts payable and accrued expenses                                                   (140,868)             (122,361)
           Taxes payable/refundable                                                              47,976,999               312,595
           Other assets and liabilities, net                                                      1,546,646              (322,183)
                                                                                               ____________            _________
    Net cash provided by operating activities                                                    44,755,245             1,638,358
                                                                                               ____________            ___________
Financing Activities:
    Increase in borrowings                                                                                0              122,000
    Repayment of borrowings                                                                      (3,049,077)            (179,726)
    Purchase of common stock                                                                        (53,187)            (140,077)
    Issuance of common stock                                                                         51,125              128,100
                                                                                               ____________             __________
    Net cash used by financing activities                                                        (3,051,139)             (69,703)
                                                                                               ____________             __________
Investing Activities:
    Acquisition of property, plant and equipment                                                  (291,573)            (204,495)
                                                                                               ____________             __________
    Net cash used by investing activities                                                         (291,573)            (204,495)
                                                                                               ____________             __________
Increase in Cash and Cash Equivalents                                                           41,412,533            1,364,160
Cash and Cash Equivalents - Beginning                                                              812,971              210,533
                                                                                               ___________            ____________
Cash and Cash Equivalents - Ending                                                            $ 42,225,504        $   1,574,693
                                                                                               ___________            ____________
                                                                                               ___________            ____________ 
Supplemental Cash Flow Information:
    Interest  paid                                                                            $    161,955        $     188,871
    Income taxes paid                                                                              268,742              386,023

    Additions to property, plant, and equipment
       which were financed and not included above                                             $         0        $      66,375

See accompanying notes to consolidated financial statements.

                                                            
                                                        5
</TABLE>

<PAGE>


UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.
The accompanying unaudited financial statements have been prepared in accordance
with  the  generally  accepted  accounting   principles  for  interim  financial
information and with the instructions to Form 10-QSB.  Accordingly,  they do not
include  all the  information  and  footnotes  required  by  generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  the  accompanying  consolidated  financial  statements  contain all
adjustments (including normal recurring adjustments) necessary to present fairly
the financial  position of Besicorp Group Inc.  (together with its subsidiaries,
the ("Company")  as of September  30, 1998,  and March 31, 1998;  the results of
operations  for the three- and six-month  periods  ended  September 30, 1998 and
1997; and the statement of cash flows for the corresponding  six-month  periods.
MRA related income (as defined) has been included on the Statement of Operations
in income from partnerships pending a determination as to what portion of that 
item should be reported as an extraordinary item.

The balance sheet at March 31, 1998 has been derived from the audited  financial
statements at that date, but does not include all the  information and footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. For further information, refer to the audited consolidated financial
statements  and  footnotes  thereto  included  in the Form  10-KSB  filed by the
Company for the year ended March 31, 1998.

B. Business and Proposed Merger
The  Company  specializes  in the  development  of  power  projects  and  energy
technologies.  Working with partners,  the Company  develops  independent  power
projects.  The  Company  also  provides  engineering,   system  design,  project
management and turnkey  installation  of photovoltaic  systems,  and fabricates,
manufactures,  markets and distributes photovoltaic products and systems through
a domestic and international network.

The Company, BGI Acquisition LLC  ("Acquisition"),  a Wyoming limited liability 
company,  and BGI Acquisition Corp. ("Merger Sub"), a New York corporation and a
wholly owned subsidiary of Acquisition, entered into an Agreement  and Plan of
Merger dated November 23 , 1998, (the "Plan of Merger"), that provides that 
Merger Sub will be merged with and into the Company, with the Company being the
surviving corporation and wholly owned by Acquisition (the "Merger"). If the
Merger is consummated,  the Company shareholders will be entitled to receive 
$34.50 (the "Meger Consideration") in cash for each share of Besicorp Common 
Stock, subject, in certain circumstances, to upward adjustment if the Base 
Amount (as defined in the Plan of Merger) exceeds $105,275,000. It is 
anticipated that if there is any upward adjustment, such adjustment will not 
exceed $4.00 per share.  There will not be a downward adjustment to the Merger
Consideration; however, no assurance can be given that there will be any upward
adjustment to the Merger Consideration. Consummation of the Merger is subject to
the satisfaction of numerous conditions, including the adoption of the Plan of
Merger by the Company's shareholders and the Company's distributing (the 
"Spin-Off") to its shareholders on a pro rata basis all of the shares of common 
stock (the "Newco Common  Stock") of Besicorp Ltd.  ("Newco"),a subsidiary of
Besicorp, which at the time of the Spin-Off will among  other  things, own 
Besicorp's  photovoltaic and independent power plant development businesses and
have assumed substantially all of the Company's liabilities. No assurance can be
given that such transactions will be consummated.

C. Basic/Diluted Earnings per Common Share
Diluted  Earnings per Share considers the effect of potential common shares such
as stock options and warrants.  The dilution in the three-and  six-month periods
ended  September 30, 1998 and  September 30, 1997 is due to the net  incremental
effect  of  incentive   stock   options  and  warrants  of  86,500  and  82,000,
respectively.

D. The results of operations for the three- and six-month periods ended 
September 30, 1998 is not indicative of the results to be expected for any other
interim period or for the full year.

E.   Inventories
Inventories are carried at the lower of cost (first-in,  first-out  method),  or
market. Inventories at September 30, 1998 and March 31, 1998, consist of:




                           September 30, 1998        March 31, 1998
                           __________________        ______________   
               
Assembly parts                 $397,331                 $298,239
Finished goods                  844,327                  645,774
                             __________                ___________
                             $1,241,658                 $944,013
                              =========                 ========



<PAGE>

<TABLE>
<CAPTION>
<S> 

F.  Deferred Costs
Deferred costs and  reimbursable  costs at September 30, 1998 and March 31, 1998
were as follows:


                                        Internal Costs                Third
                                        ______________                _____
                                   Payroll         Expenses        Party Costs           Total
                                   _______         _______         ___________           _____

                                   <C>              <C>               <C>               <C>
  Balance March 31, 1998          $483,550         $217,511          $615,632         $1,316,693
          Additions                 75,504           11,851            43,716            131,071
          Write-offs              (513,375)        (229,362)         (659,348)        (1,402,085)
          Reimbursements           (45,679)                                              (45,679)
                                   ________        ________         _________          _________
  Balance September 30, 1998            $0               $0               $0                  $0
                                   =======          =======           =======           =========

The Company decided to write off all deferred costs during the second quarter of
Fiscal 1999 due to the uncertain  nature of the  development of the projects and
the current trend in accounting regarding non-deferral of development expenses.

G.    Investments in Partnerships
The Company has partnership  interests in six completed  gas-fired  cogeneration
plants located in New York State.  At September 30, 1998 and March 31, 1998, the
balance of recorded investments was comprised of the following:

                                                 September 30, 1998                 March 31, 1998
                                                  __________________                 ______________

                                                      <C>                            <C> 
     Capital contributions and investments            $2,976,813                      $2,976,813
     Partnership distributions                      (147,669,881)                    (28,151,213)
     Recognized share of income (losses)             161,845,461                      25,140,530
                                                    _____________                    ____________

                                                     $17,152,393                       $(33,870)
                                                      ==========                      ==========

The aggregate  financial position and results of operations for the partnerships
as reported in the financial statements issued by the respective partnerships as
at June 30, 1998  (unaudited)  and December 31, 1997  (audited)  and for the six
months and year then ended were as follows:

                                                   Six Months Ended                   Year Ended
                                                    June 30, 1998                  December 31, 1997
                                                   ________________                _________________
         Total Partnerships:                         <C>                              <C>  
         Assets                                      $97,037,549                      $520,329,768
         Plant and equipment                          19,100,000                       391,492,464
         Secured debt                                     72,386                       508,289,568
         Partners' equity (deficit)                   63,989,664                       (17,572,222)
         Revenues                                     99,393,319                       149,469,661
         Income                                      307,007,634                        20,238,179

         Company's Share:
         Partners' equity (deficit)                   29,896,779                       (7,354,035)
         Income                                      144,125,634                       10,113,516

The operating  assets of the  partnerships  in which the Company has investments
secured  the  projects'  debt,  and  the  significant  losses  incurred  by  the
partnerships  in the  early  years  of  operation  were  funded  by  that  debt.
Consequently,  the Company,  having no  obligation to fund the losses or pay the
partnerships'  debt,  did not  generally  record  the  losses  in the  financial
statements.  The  income  from  partnerships,  which  has been  recorded  on the
financial  statements  in the  amount of  $136,704,931  has been  recognized  on
partnerships where income has exceeded prior unrecognized  accumulated losses of
$3,110,466.  The recorded  income also reflects the write-down of impaired value
of the investments of $4,306,848 in two partnerships. Secured debt of $72,386 of
one  partnership  was paid on July 9,  1998.  The  reported  value of plant  and
equipment at September  30, 1998  reflects the  write-down  taken to reflect the
impaired value of the power plants owned by certain project  partnerships due to
the  termination  of the PPAs and,  with respect to the power  plants  leased by
certain project partnerships, the credits expected to be received at the time of
disposition of the facilities.

</TABLE>
<PAGE>

The amounts pertaining to one partnership, which had been involved in extensive 
litigation, were excluded from the partnerships' financial position and results
of operations presented above.  See "Part II; Item 1 - Legal Proceedings". 

As  previously  disclosed,  the  Company  was a party to a Master  Restructuring
Agreement ("MRA") which was entered into on July 10, 1997 between Niagara Mohawk
Power Corporation  ("NIMO") and 16 independent power producers  ("IPPs") holding
29 Power Purchase  Agreements  ("PPAs")  including the Company's  five PPAs. On
June 30, 1998,  the MRA was  consummated.  Pursuant to the terms of the MRA, the
Company's  five PPAs,  which had provided a total of 323  Megawatts of capacity
and  energy  to  NIMO,  were  terminated.  As a  result  of the MRA and  related
transactions,  and the operations of the project partnerships, the Company has 
received through September 30, 1998 (i) 4,615,770 shares of NIMO common stock 
(the "NIMO Shares") and (ii) net cash of approximately $59 million, of which 
approximately  $8 million  continues to be retained at the partnership level  
primarily in regard to ongoing  obligations of the projects.  The closing price
of the NIMO Shares on June 30, 1998 was $14.94 for an  aggregate  value of 
approximately  $69  million.  The value of the investment in NIMO shares of
$66,055,151 reflected on the balance sheet at September 30, 1998 reflects 
4,296,270 shares at a market price per share of $15.375.  Through November 16, 
1998, the Company had sold 1,919,500 shares of the NIMO shares, realizing  net
proceeds of approximately $29.6 million for a gain of approximately $.9 million.
The remaining NIMO shares of 2,696,270, based on the closing price on that date 
of $15.25, have an aggregate value of approximately $41 million. The net 
proceeds received by the Company as a result of the MRA reflect the fact that a 
substantial  portion of the gross proceeds received by the partnerships from 
NIMO was used to terminate most obligations with third parties including 
lenders, fuel suppliers and transporters,  thermal hosts, and others. With the 
exception of development fees of $1.8 million received from the Beaver Falls 
project, which were recognized as revenue  during the first quarter of Fiscal 
1999, development fees of $.9 million received from the Syracuse project, which 
were recorded as a receivable from the project in Fiscal 1998, and certain cost 
reimbursements totaling $.8 million, the MRA and operating results proceeds were
accounted for as partnership  distributions. During the three and six month 
periods ended September 30, 1998, the Company recorded income, which is 
predominantly non-recurring, of $133,161,691 and $136,704,931, respectively, as 
a result of the MRA and, to a minimal extent, the operating results of the
project partnerships. This amount gives effect to a write-down taken to reflect
the impaired value of the two power plants owned by certain project partnerships
due to the  termination of the PPAs.  With respect to the  partnerships  holding
leasehold interests in three power plants, this amount reflects costs associated
with the termination of those long-term leases reduced by the expected credits 
to be received at disposition of the facilities based on their net realized 
value. The Company is continuing to explore potential  transactions with several
parties in order to affect  the sale of the power plants by the end of calendar 
1998 and, assuming that such sales have been consummated, the Company does not 
expect that there will be a significant adjustment to the recorded income. 

H.  Notes Receivable
The Company has settled litigation involving  a project  partnership. See "Part 
II; Item 1 - Legal Proceedings".  As a result,  the Company will be unable to
recover  combined  loans of $2.5 million to the project and adjacent steam host.
The Company had established reserves during the year ended March 31, 1998 to 
cover such losses.


I.  Revenue Recognition
Revenues on sales of products are  recognized  at the time of shipment of goods.
Development  and management fee revenue is recognized  when deemed payable under
the agreement. See Note B regarding the proposed merger.

J.  Segments of Business
The  Company  specializes  in the  development  of  power  projects  and  energy
technologies.  Working with partners,  the Company  develops  independent  power
projects (the "Project Segment"). The Company also provides engineering,  system
design,  project  management and turn-key  installation  of  photovoltaics,  and
fabricates,  manufacturers,  markets and distributes  photovoltaic  products and
systems through a domestic and international network (the "Product Segment"). 
See Note B regarding the proposed merger. A summary of industry  segment 
information for the six months ended September 30, 1998 and 1997 is as follows:


<PAGE>
<TABLE>
<CAPTION>
<S>

                                        <C>                 <C>                 <C>                 <C>

                                        Project            Product
September 30, 1998                      Segment            Segment              Eliminations        Total
__________________                      _______            _______              ____________        _____

Net revenues                         $141,602,329      $2,289,913                               $143,892,242
Net income (loss)                      89,392,241        (934,727)                                88,457,514
Identifiable assets                   293,413,279       2,509,803             $ (153,268,584)    142,654,498
Capital expenditures                      146,569         145,004                                    291,573
Depreciation and amortization              92,805          44,630                                    137,435

September 30, 1997
__________________

Net revenues                       $   6,019,664       $2,376,907                                $8,396,571
Net income (loss)                      2,428,933       (1,096,121)                                1,332,812
Identifiable assets                   42,445,663        3,769,387             $ (34,130,688)     12,084,362
Capital expenditures                      50,958          153,537                                   204,495
Depreciation and amortization             91,538           55,434                                   146,972

</TABLE>

K.  Legal Proceedings
See Part II, Item 1 which is incorporated herein by reference.

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

RESULTS OF OPERATIONS
The Company's net income for the three months ended September 30, 1998 increased
by $85,591,937,  to $85,897,048 from the net income of $305,111 recorded for the
three  months  ended  September  30,  1997.  Net income for the six months ended
September 30, 1998 of $88,457,514 represents an increase of $87,124,702 from the
net income of  $1,332,812  for the six months  ended  September  30,  1997.  The
factors which contributed to these changes in net income are discussed below.

Second Quarter Developments and Subsequent Events
__________________________________________________

As  previously  disclosed,  the  Company  was a party to a Master  Restructuring
Agreement ("MRA") which was entered into on July 10, 1997 between Niagara Mohawk
Power Corporation  ("NIMO") and 16 independent power producers  ("IPPs") holding
29 Power Purchase  Agreements  ("PPA")  including the Company's  five PPAs. On
June 30, 1998,  the MRA was  consummated.  Pursuant to the terms of the MRA, the
Company's  five PPAs,  which had provided a total of 323  Megawatts of capacity
and  energy  to  NIMO,  were  terminated.  As a  result  of the MRA and  related
transactions,  and the operations of the project partnerships,  the Company has 
received through  September 30, 1998 (i)  4,615,770  shares of NIMO common stock
(the "NIMO Shares") and (ii) net cash of approximately $59 million, of which 
approximately  $8 million  continues to be retained at the partnership level 
primarily in regard to ongoing  obligations of the projects.  The closing price 
of the NIMO Shares on June 30, 1998 was $14.94 for an


<PAGE>

aggregate  value of  approximately  $69 million.  The value of the investment in
NIMO shares of $66,055,151  reflected on the balance sheet at September 30, 1998
reflects 4,296,270 shares at a market price per share of $15.375. Through 
November 16, 1998, the Company had sold 1,919,500 shares of the NIMO shares, 
realizing  net proceeds of  approximately  $29.6 million for a gain of 
approximately $.9 million. The remaining NIMO shares of 2,696,270, based on the 
closing  price on that date of 15.25, have an aggregate value of approximately
$41 million. The net proceeds received by the Company as a result of the MRA 
reflect the fact that a substantial portion of the gross proceeds received by 
the partnerships from NIMO was used to terminate most obligations with third 
parties  including  lenders,  fuel  suppliers and transporters,  thermal hosts,
and others. With the exception of development fees of $1.8 million received from
the Beaver Falls project, which were recognized as revenue during the first
quarter of Fiscal 1999, development fees of $.9 million received from the
Syracuse project, which were recorded as a receivable from the project in Fiscal
1998, and certain cost  reimbursements  totaling $.8 million, the MRA and
operating results proceeds were accounted for as partnership distributions.
During the three and six month periods ended September 30, 1998, the Company 
recorded income,  which is predominantly non-recurring, of $133,161,691 and 
$136,704,931, respectively, as a result of the MRA and, to a minimal extent, the
operating results of the project partnerships. This amount gives effect to a
write-down taken to reflect the impaired value of the two power plants owned by 
certain project partnerships due to the  termination of the PPAs.  With respect
to the partnerships holding leasehold interests in three power plants, this 
amount reflects costs associated with the termination of those long-term leases
reduced by the expected credits to be received at disposition of the facilities 
based on their net realized value.The Company is continuing to explore potential
transactions with several parties in order to affect the sale of the power 
plants by the end of calendar 1998 and, assuming that such sales have been
consummated, the Company does not expect that there will be a significant 
adjustment to the recorded income.

In November 1998, the partnerships in which the Company has interests entered 
into contracts to sell two power plants. The Company's share of the proceeds to
be received from these sales is estimated
to be approximately $5 million. The sale is scheduled to close in December 1998.
If the contemplated transactions are consummated, as a result of the sale  of 
the power plants and the assumption by the buyer of the ongoing project 
obligations, it is also expected that a significant portion of the $8,000,000
previously reserved by the Company with respect to its share of the MRA and 
operating proceeds retained by the project partnerships will be released to the
Company by the partnerships.  The buyer and the project partnerships have 
entered into binding agreements subject to the satisfaction or waiver of 
certain conditions, but there can be no assurance that such transactions will 
be consummated.     

The Company, BGI Acquisition LLC  ("Acquisition"),  a Wyoming limited liability 
company,  and BGI Acquisition Corp. ("Merger Sub"),  a New York corporation and
a wholly owned subsidiary of Acquisition, entered into an Agreement  and Plan of
Merger dated  November 23 , 1998, (the "Plan of Merger"), that provides that
Merger Sub will be merged with and into the Company, with the Company being the 
surviving corporation and wholly owned by Acquisition (the "Merger").  If the 
Merger is consummated,  the Company shareholders will be entitled  to receive
$34.50 (the "Merger Consideration") in cash for each share of Besicorp Common 
Stock, subject in certain circumstances, to upward adjustment if the Base Amount
(as defined in the Plan of Merger) exceeds $105,275,000.  It is anticipated that
if there is any upward adjustment, such adjustment will not exceed $4.00 per
share.  There will not be a downward adjustment to the Merger Consideration; 
however, no assurance can be given that there will be any upward adjustment to
the Merger Consideration.   Consummation of the Merger is subject to the
satisfaction of numerous  conditions, including the adoption of the Plan of 
Merger  by the  Company's shareholders and the Company's distributing (the
"Spin-Off") to its shareholders on a pro rata basis all of the shares of common
stock (the "Newco  Common  Stock") of Besicorp Ltd. ("Newco"), a subsidiary of 
Besicorp, which at the time of the Spin-Off will, among  other things, own 
Besicorp's  photovoltaic and independent power plant development businesses and
have assumed substantially all of the Company's liabilities. No assurance can be
given that such transactions will be consummated.

<PAGE>

REVENUES
Consolidated
____________

Consolidated  revenues  increased by  $133,649,579,  to $137,086,353  during the
three months ended September 30, 1998 as compared to $3,436,774 during the three
months ended September 30, 1997.  Consolidated revenues for the six months ended
September 30, 1998 increased by  $135,495,671  to  $143,892,242,  as compared to
$8,396,571 during the six months ended September 30, 1997.

Project Segment
_______________

Development  and  Management  Fees.  
There  were  no  revenues  attributable  to development  and management fees for
the Company's  independent  power projects ("Project  Segment") during the three
months ended September  30,  1998. The Company  earned  $180,479  in  management
fees during the three months ended September  30,  1997.  As a result of the MRA
consummation  and the  resulting termination of the PPAs,  the Company will no 
longer receive management fee or development fee income from the related project
partnerships.  

Revenues  attributable  to development  and  management  fees for the Company's
independent  power  projects  ("Project  Segment")  during the six months  ended
September 30, 1998 increased by $1,135,328 to $2,043,334 as compared to $908,006
for the six months ended  September 30, 1997. The increase  during the period is
due  primarily to a  development  fee of $1.8 million  received  from the Beaver
Falls project. The Company received development fees of $600,000 from the Beaver
Falls project  during the six months ended  September 30, 1997. The Company also
earned  $243,334 in  management  fees during the six months ended  September 30,
1998 in connection with its projects  compared to $308,006 during the six months
ended September 30, 1997. 

<PAGE>

Income from Partnerships. 
During the three-month period ended September 30, 1998, the Company recognized 
$133,161,691 of income from partnerships, an increase of $130,918,697 compared 
to $2,242,994 recognized for the three months ended September 30, 1997.  During 
the six-month period ended September 30, 1998, the Company recognized 
$136,704,931 of income from partnerships, an increase of $131,715,329 compared
to $4,989,602 recognized for the six months ended September 30, 1997. The 
increases in both the three- and six-month periods were primarily due to the 
consummation of the MRA, in which five project partnerships participated, and,
to a minimal extent, the operations of the partnerships.


The partnerships  will generate no significant  future income as a result of
the MRA consummation  and the resulting  termination of the PPAs. If the sale of
the Company's power plants is not consummated by December 31, 1998, the Company
expects that there will be a  significant  downward  adjustment  to the recorded
income for the current fiscal year.

Interest  and Other  Investment  Income.  
Interest and other investment income during the three months ended September 30,
1998 increased by $2,731,792 to $2,780,122 compared to $48,330 for the three 
months ended September 30, 1997. Interest and other investment income during the
six months ended September 30, 1998 increased by $2,730,018 to $2,824,932
compared to $94,914 for the six months ended September 30, 1997. The increase in
both current periods is due primarily to realized and unrealized gains on the 
NIMO Shares and to significantly higher invested principal balances.

Product Segment
_______________

Product  Sales.  
Revenues for the  Company's  energy  technolog products (the "Product  Segment")
sales  activities  during  the  three-month  period  ended September  30, 1998 
increased by $219,850 to $1,097,897 as compared to $878,047 for the three months
ended  September  30, 1997.  The increase for the period is due to an increase 
of $387,295 in sales of solar electric products. That increase was  partially 
offset by a decrease of $167,445 in sales of solar thermal and heat transfer
products.

During the  six-month  period ended  September 30, 1998,  revenues  decreased by
$182,976  to  $2,085,690  as  compared to  $2,268,666  for the six months  ended
September 30, 1997.  The decrease for the period is due primarily to lower sales
of solar  thermal  and heat  transfer  products  of  $765,134,  a result  of the
Company's  decision to  discontinue  those  product  lines.  That  decrease was
partially offset by an increase of $582,158 in sales of solar electric products.

Other  Revenues.  
Other revenues derived from the Project and Product Segments decreased by
$40,281 for the  three-month  period ended  September  30, 1998 and increased b
$97,972 for the six-month period ended September 30, 1998 versus the same 
periods last year.  Other revenues are primarily  comprised of contract revenue
received from various sources, including the New York State Energy Research and
Development Authority, Northrup Grumman Corporation and Motorola, Inc. in 
accordance with funding agreements with the Company. Contract revenue may vary 
from quarter to quarter based upon the degree of completion of the various tasks
outlined in the applicable agreements.

<PAGE>

COSTS AND EXPENSES
Cost of Product Segment Sales
_____________________________

Cost of product sales for the  three-month  periods ended September 30, 1998 and
1997 was  $1,026,294  and  $877,685,  respectively,  or 93% and 100% of revenues
attributable to product sales.  During the six-month periods ended September 30,
1998  and  1997,   cost  of  product  sales  was  $1,966,269   and   $2,073,899,
respectively,  or 94% and 91% of revenues  attributable  to product  sales.  The
decrease  in  the  quarter  ended   September  30,  1998  is  due  primarily  to
efficiencies achieved in the photovoltaic product manufacturing process. For the
six months ended September 30, 1998, the increase in cost of sales percentage is
due  primarily  to the  discontinuance  of the solar  thermal and heat  transfer
product  lines which had lower costs of sales  historically.  This was partially
offset by the effect of the manufacturing efficiencies referenced above.

Costs of Project Segment Development and Management Fees
Other than the  settlement  of  deferred  costs in  conjunction  with  potential
project  closings,  there are no current specific costs and expenses  identified
with development and management fee revenue.  Costs and expenses associated with
this segment are the normal selling,  general and administrative expenses of the
Company.

Selling, General and Administrative Expenses 

Consolidated.  
Selling, general and administrative expenses ("SG&A")increased by
$1,960,096, or 99%, to $3,942,666 for the three-month period ended September 30,
1998 as compared to  $1,982,570  for the  three-month period ended September 30
1997. During the  six-month  period  ended  September  30,  1998, SG&A increased
by $1,745,560  to $5,830,355  as compared to $4,084,795 for the six-month period
ended  September  30,  1997,  an  increase  of 43%. As  discussed  below,  small
decreases  in the Product  Segment  partially  offset  increases  in the Project
Segment.

Project Segment. 
For the Project Segment, SG&A for the three-month periods ended September 30, 
1998 and September 30, 1997 was $3,324,058 and $1,267,993, respectively, 
representing 84% and 64% of the total SG&A. SG&A for the six-month periods ended
September 30, 1998 and  September  30, 1997 was  $4,592,975  and $2,687,471,  
respectively,  representing  79% and  66% of the  total  SG&A.  The increases of
$2,056,065  and  $1,905,504 in the  respective  current  three- and six-month
periods are primarily due to the write-off of project costs previously deferred
of  $1,402,085  and  increased  compensation  expense  of  $1,286,386, primaril
the result of incentive compensation paid in connection wit the MRA 
consummation.  These increases were  partially offset by certain cost 
reimbursements  of $613,113 received during the second quarter of Fiscal 1999 in
connection with the MRA consummation.

Product  Segment.  SG&A  expenses  for the  Company's  Product  Segment for the
three-month  periods  ended  September  30,  1998 and  1997  were  $618,608  and
$714,577,  respectively,  representing  16%  and  36% of the  total  SG&A.  SG&A
expenses for the  Company's  Product  Segment for the  six-month  periods ended
September  30,  1998 and 1997  were  $1,237,380  and  $1,397,324,  respectively,
representing  21% and 34% of the total  SG&A.  These  decreases  of $95,969  and
$159,944  for the  respective  current  three-  and  six-month  periods  are due
primarily to the  discontinuance  of the Company's heat transfer  product lines
and to the reclassification of certain labor charges to Cost of Product Sales.

Interest Expense
________________

Interest  expense for the three-month  period ended September 30, 1998 decreased
by $73,774 to $25,715  compared  to $99,489  for the  three-month  period  ended
September 30, 1997.  Interest  expense for the six-month  period ended September
30, 1998 decreased by $76,417 to $120,098 compared to $196,515 for the six-month
period  ended  September  30,  1997.  The  decrease  in the both the  three- and
six-month  periods is due  primarily  to the  payment on July 10, 1998 of the $3
million Working Capital Loan from Stewart and Stevenson, Inc. ("S&S").

Provision for Income Taxes
__________________________

The provision for income taxes increased during the three months ended September
30, 1998 by $46,024,844 to $46,186,257  compared to $161,413 for the same period
last year.  During the six-month  period ended September 30, 1998, the provision
for income taxes  increased by $46,808,996  to $47,509,199  compared to $700,203
for the same period last year.  The increase in the current three- and six-month
periods is due to the  increase in Income  Before  Income  Taxes which  resulted
primarily from the increase in income from  partnerships.  The Company  provides
federal and state income  taxes based on enacted  statutory  rates  adjusted for
projected benefits of tax operating loss carry forwards and other credits.

<PAGE>



LIQUIDITY AND CAPITAL RESOURCES
The Company's  working capital increased by $69,099,152 from $2,779,482 at March
31, 1998,  to  $71,878,634  at September  30, 1998  primarily as a result of the
consummation of the MRA.

During the six months ended September 30, 1998, cash of $44,755,245 was provided
from  operations. The net income of $88,457,514, when adjusted for non-cash 
revenue/expense items of $139,493,293, including  income from  partnerships of
$136,704,931, resulted in a cash decrease of $51,035,779. Major factors 
offsetting this cash  decrease included cash distributions from the partnerships
of $50,570,604, proceeds of $5,092,744 from the sale of NIMO shares, the receipt
of a development fee receivable at March 31, 1998 of $900,000 and net changes in
assets and liabilities of $39,547,090.

During the current six-month period, the Company's financing activities resulted
in a  decrease  in  cash  of  $3,051,139,  primarily  due  to the  repayment  of
borrowings.

Investing  activities during the current six-month period resulted in a decrease
in cash of $291,573 due to the acquisition of property plant and equipment.

As previously  discussed,  the consummation of the MRA and related  transactions
and partnership  operating results for the quarter ended June 30, 1998, resulted
in the  receipt of  approximately  $52  million  and the NIMO  Shares  valued at
approximately  $69 million.  The Company has, through October 28, 1998,  sold 
1,919,500  NIMO Shares  resulting  in cash  proceeds of approximately  $29.6
million  and a  gain  of  approximately  $.9  million.  In accordance  with its
established  investment  objectives  and  guidelines,  the Company has invested 
surplus cash in money market funds and  commercial  paper. The  Company's  five
PPAs  with  NIMO  were  terminated  as a  result  of  the consummation of the 
MRA and, consequently, there will be no significant future periodic  
distributions  to the Company from the operations of the projects. Pending the 
consummation of the Meger described herein the Company expects that capital 
requirements for its operations and for  repayment  of  long-term  debt will  be
met by its  current  cash  and short-term investment position.


<PAGE>

Year 2000
_________

Many existing computer systems and software  applications use two digits, rather
than four, to record years, i.e., "98" instead of "1998." Unless modified,  such
systems will not properly record or interpret years after 1999, which could lead
to business disruptions. This is known as the Year 2000 issue.

The  Company  relies on  computer  hardware,  software  and  related  technology
primarily in its internal  operations,  such as billing and  accounting.  During
Fiscal 1998, the Company formed a Year 2000 Management  Committee to address the
potential  financial  and business  consequences  of Year 2000 and to direct the
implementation  of  appropriate  solutions,   including  hardware  and  software
upgrades.  The Company  expects to complete such upgrade  purchases  during 1998
with testing to be done during 1999.

The Company is also communicating  with its vendors,  suppliers and customers to
both monitor and encourage their respective  remedial efforts regarding the Year
2000 issue.  Failure by vendors and suppliers to successfully  address the issue
could result in delays in various  products and services  becoming  available to
the Company.  Failure by customers could disrupt their ability to maximize their
use of the  Company's  products and  services.  There can be no assurance  that
failure  of  systems  of third  parties  on which  the  Company's  systems  and
operations rely upon to be Year 2000 compliant will not have a material  adverse
effect on the Company's business's operating results or financial condition.

Except for capital  expenditures  associated with computer hardware and software
upgrades  which are  planned  for Fiscal  1999 and which may be  partially  Year
2000-related,  the Company does not  anticipate  that the  incremental  expenses
related  to the  Year  2000  issue  for  Fiscal  1999  will  be  material.  Such
incremental expenses incurred during Fiscal 1998 were not significant.

                         PART II - OTHER INFORMATION

Item 1. - LEGAL PROCEEDINGS
For a more  extensive  discussion  of  various  legal  proceedings  in which the
Company is involved,  including the proceedings  described  below,  see "Item 3.
Legal  Proceedings" of the Company's  Annual Report on Form 10-KSB for the year
ended March 31, 1998.

***

The  Company,  through its  partnership  interest  ("Partnership Interest")  in
Kamine/Besicorp  Allegany  L.P.  ("KBA"),  which owns the Allegany  Cogeneration
Facility (the  "Facility"),  is a participant in legal  proceedings  involving a
power purchase agreement (the "Power Agreement")  pursuant to which the Facility
was to supply Rochester Gas & Electric Corp. ("RG&E") with power. The parties to
these proceedings  include,  among others,  RG&E, General Electric Capital Corp.
("GECC"),  and Kamine Development Corp. Pursuant to a First Amended and Restated
Plan of  Reorganization  (the "Plan")  filed with the United  States  Bankruptcy
Court for District of New Jersey  (Case No.  95-28703(WT)),  a  settlement  (the
"Settlement Agreement") has been proposed  pursuant to which, among other 
things,  the Power  Agreement  will be terminated and the rights of KBA 
thereunder will be discharged. The Company will not  generate  any income from 
the  Facility  nor will it incur any  liabilities (exclusive  of amounts  
previously  reserved)  if the  Settlement  Agreement  is consummated.

<PAGE>

The Company directly and through its Partnership Interest is involved in a legal
proceeding  involving  the  construction  of a  greenhouse.  The parties to this
proceeding   include   Amerlaan   Agro-Projecten   B.V.,  the  contractor   (the
"Contractor")  responsible  for  constructing  the  greenhouse,  KBA and  Kamine
Development  Corp.,  among  others.  The Plan  provides  for a  settlement  (the
"Greenhouse Settlement") of this litigation pursuant to which KBA is to transfer
the  greenhouse to the  Contractor and GECC is to pay the Contractor $2 million.
The Company will not be able to use the greenhouse if the Greenhouse  Settlement
is  consummated  and  does  not  anticipate  that it  will  incur  any  material
liabilities  (exclusive  of  amounts  previously  reserved)  as a result of this
settlement.

The  Company  has  become  a  party  to the  Plan,  Settlement Agreement  and
the  Greenhouse  Settlement  and in  connection  therewith it has relinquished
its interests in the Facility and the greenhouse and any and all of its  claims 
against  the  other  parties  to these  proceedings other than an administrative
claim in the amount of $352,700 against KBA. The Company has been  released 
from any and all claims the other  parties may have against it except for claims
that may be made (but are not pending) by Allegany Greenhouse, Inc. and its 
affiliates.  The Company  will not incur any material  liabilities (other than 
amounts previously reserved) as a result of these settlements or these potential
claims.

Item 5 - Other Events

The Company, BGI Acquisition LLC  ("Acquisition"),  a Wyoming limited liability 
company,  and BGI Acquisition Corp. ("Merger Sub"), a New York corporation and a
wholly owned subsidiary of Acquisition, entered into an Agreement  and Plan of 
Merger dated  November 23 , 1998, (the "Plan of Merger"), that provides that
Merger Sub will be merged with and into the Company, with the Company being the
surviving corporation and wholly owned by Acquisition (the "Merger").  If the 
Merger is consummated,  the Company shareholders will be entitled  to receive
$34.50 (the "Merger Consideration") in cash for each share of Besicorp Common 
Stock, subject in certain circumstances, to upward adjustment if the Base Amount
(as defined in the Plan of Merger) exceeds $105,275,000.  It is anticipated that
if there is any upward adjustment, such adjustment will not exceed $4.00 per
share.  There will not be a downward adjustment to the Merger Consideration; 
however, no assurance can be given that there will be any upward adjustment to 
the Merger Consideration. Consummation of the Merger is subject to the 
satisfaction of numerous conditions, including the adoption of the Plan of 
Merger  by the  Company's shareholders and the Company's distributing (the 
"Spin-Off") to its shareholders on a pro rata basis all of the shares of common
stock (the "Newco  Common Stock") of Besicorp Ltd.  ("Newco"), a subsidiary of 
Besicorp, which at the time of the  Spin-Off will, among  other  things,  own 
Besicorp's photovoltaic and independent power plant development businesses and
have assume substantially all of the Company's liabilities. No assurance can be
given that such transactions will be consummated.

<PAGE>

Item 6. - EXHIBITS AND REPORTS ON FORM 8-K

(a.)     Exhibit 2.1    Agreement and Plan of Merger dated November 23, 1998
                        by and between Besicorp Group Inc., BGI Acquisition 
                        and BGI Acquisition Corp (excluding the exhibits and 
                        schedules thereto). The omitted schedules and exhibits
                        are identified below.

                        Schedule or Exhibit       Description

                        Schedule  3.2.1           Lease Terms
                        Schedule  3.2.2           Schedule of Retained Assets 
                                                  and Permitted Liabilities
                        Schedule  4.2.1           Subsidiaries
                        Schedule  4.2.4           Required Consents
                        Schedule  4.2.5           Stock
                        Schedule  4.2.6           Subsidiaries  
                        Schedule  4.2.9           Liabilities
                        Schedule  4.2.14          Tax Returns    
                        Schedule  4.2.15          Tax Liabilities 
                        Schedule  4.2.16          Issues with Taxing Authorities
                        Schedule  4.2.17          Miscellaneous Tax Matters
                        Schedule  4.2.19          Contracts
                        Schedule  4.2.20          Partnership Contracts
                        Schedule  4.2.21          Plans
                        Schedule  4.2.23          Litigation
                        Schedule  4.2.25          Compliance with Laws
                        Schedule  4.2.27          Owned Real Estate
                        Schedule  4.2.28          Leased Premises
                        Exhibit   A               Form of Indemnification 
                                                  Agreement
                        Exhibit   B               Form of Escrow Agreement
                        Exhibit   C               Form of Legal Opinion of
                                                  Purchaser's Counsel
                        Exhibit   D               Form of Legal Opinion of 
                                                  Company's Counsel
                                              

         Exhibit  27       Financial Data Schedule

(b.)         Reports on Form 8-K

         On July 8, 1998, the Company filed a report on Form 8-K disclosing that
it was a party to the consummation of the Master Restructuring Agreement on June
30, 1998 between Niagara Mohawk Power Corporation and 14 developers/owners of 27
independent power plants.

<PAGE>


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.

                                    Besicorp Group Inc., Registrant

Date: November 23, 1998           /s/  Michael F. Zinn
                                       ---------------
                                       Michael F. Zinn
                                       President
                                       (principal executive officer)



Date:  November 23, 1998         /s/  Michael J. Daley
                                      ----------------
                                      Michael J. Daley
                                      Chief Financial Officer
                                     (principal financial officer)



Date:  November 23, 1998        /s/  James E. Curtin
                                     ----------------
                                     James E. Curtin
                                     Vice President and Controller
       
                                    (principal accounting officer)