<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.   20549

                                  Form 10-Q/A
                                Amendment No. 1

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

For the quarterly period ended         December 29, 2001
                               -------------------------

                                      AND
[_]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.

                       Commission file number   0-10815
--------------------------------------------------------------------------

                         Unified Western Grocers, Inc.
--------------------------------------------------------------------------
                 (Exact name of registrant as specified in its charter)


               California                             95-0615250
------------------------------------------------------------------------------
     (State or other jurisdiction of     (I.R.S. Employer Identification No.)
      incorporation or organization)


5200 Sheila Street, Commerce, CA                                   90040
------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code       (323) 264-5200
                                                     -------------------

--------------------------------------------------------------------------------
   (Former Name, Former Address and Former Fiscal Year, if Changed Since Last
                                    Report)

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 ____
                                          -----

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  Yes   _______  No _____



                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.  Outstanding Shares on
February 12, 2002:

                    Class A Shares                     69,125
                                                 ----------------
                    Class B Shares                    446,081
                                                 ----------------
                    Class C Shares                         18
                                                 ----------------
<PAGE>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
----------------------------

                 UNIFIED WESTERN GROCERS, INC. AND SUBSIDIARIES
                     CONSOLIDATED CONDENSED BALANCE SHEETS
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                                                       (Unaudited)
                                                                               September 29,         December 29,
                                                                                        2001                 2001
                                                                       ------------------------------------------
<S>                                                                      <C>                   <C>
ASSETS

Current Assets:
  Cash and cash equivalents                                                         $ 14,802             $ 13,927
  Accounts and notes receivable, net of allowances of $9,498
     at September 29, 2001 and $9,083 at December 29, 2001                           193,761              174,741
  Inventories                                                                        224,438              214,524
  Prepaid expenses                                                                     7,533                6,853
  Deferred taxes                                                                      10,043               10,043
                                                                       ------------------------------------------
          Total current assets                                                       450,577              420,088

Properties, net                                                                      122,657              122,317
Investments                                                                           48,983               55,171
Notes receivable, net of allowances of $9,498 at September 29,
  2001 and at December 29, 2001                                                       33,093               34,127
Goodwill, net                                                                         56,512               56,116
Other assets, net                                                                     56,345               61,358
                                                                       ------------------------------------------
  TOTAL ASSETS                                                                      $768,167             $749,177
                                                                       ==========================================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                                                                  $184,810             $154,230
  Accrued liabilities                                                                 96,824               90,999
  Current portion of notes payable                                                    10,535               10,762
  Patrons' excess deposits and estimated patronage dividends                          18,708               18,745
                                                                       ------------------------------------------
       Total current liabilities                                                     310,877              274,736

Notes payable, due after one year                                                    288,241              305,809
Long-term liabilities, other                                                          63,944               65,580
Patrons' deposits and certificates:
     Patrons' required deposits                                                       14,804               17,049
     Subordinated patronage dividend certificates                                      1,843                   --
Shareholders' equity:
  Class A Shares: 500,000 shares authorized, 69,125
    outstanding at September 29, 2001 and December 29, 2001,
    respectively.                                                                     11,576               11,576
  Class B Shares: 2,000,000 shares authorized, 447,289 and
    446,081 outstanding at September 29, 2001 and December 29,
    2001, respectively.                                                               79,100               78,800
      Additional paid-in capital                                                      18,095               18,095
      Accumulated deficit                                                            (18,708)             (20,685)
      Accumulated other comprehensive loss                                            (1,605)              (1,783)
                                                                       ------------------------------------------
       Total shareholders' equity                                                     88,458               86,003
                                                                       ------------------------------------------
  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                        $768,167             $749,177
                                                                       ==========================================
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       2
<PAGE>

                UNIFIED WESTERN GROCERS, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                            (dollars in thousands)


<TABLE>
<CAPTION>
                                                                                 THIRTEEN WEEKS ENDED
                                                                       --------------------------------------
                                                                              December 30,        December 29,
                                                                                     2000                2001
                                                                       --------------------------------------
<S>                                                                      <C>                <C>
Net sales                                                                        $740,572            $742,545
Costs and expenses:
   Cost of sales                                                                  659,349             662,091
   Distribution, selling and administrative                                        70,049              73,500
                                                                       --------------------------------------
Operating income                                                                   11,174               6,954
Interest expense                                                                    7,473               6,065
                                                                       --------------------------------------
Earnings  before estimated patronage dividends, income taxes and
 cumulative effect of a change in accounting principle                              3,701                 889
Estimated patronage dividends                                                      (4,640)             (2,867)
                                                                       --------------------------------------
Loss before income taxes and cumulative effect of change in
   accounting principle                                                              (939)             (1,978)
Income taxes (benefit)                                                                 --                  --
                                                                       --------------------------------------
Loss before cumulative effect of a change in accounting principle                    (939)             (1,978)
Cumulative effect of a change in accounting principle, net of  taxes                   31                  --
                                                                       --------------------------------------
Net loss                                                                             (908)             (1,978)
Other comprehensive earnings (loss), net of income taxes:
     Cumulative effect of a change in accounting principle                          1,143                  --
     Unrealized (loss) gain on valuation of interest rate collar                     (910)                 18
     Unrealized holding gain (loss)                                                   532                (196)
                                                                       --------------------------------------
Comprehensive loss                                                               $   (143)           $ (2,156)
                                                                       ======================================
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       3
<PAGE>

                UNIFIED WESTERN GROCERS, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                            (dollars in thousands)

<TABLE>
<CAPTION>
                                                                           THIRTEEN WEEKS ENDED
                                                                 ----------------------------------------
                                                                        December 30,         December 29,
                                                                                2000                 2001
                                                                 ----------------------------------------
<S>                                                              <C>                        <C>
Cash flows from operating activities:
Net loss                                                                 $      (908)            $ (1,978)
   Adjustments to reconcile net loss to net
      cash utilized by operating activities:
     Depreciation and amortization                                             6,161                6,382
     Provision for allowance for doubtful accounts                             1,102                  204
     Gain on disposal of properties                                              (81)                 (23)
     Purchases of trading securities                                          (2,088)              (1,598)
     Proceeds from maturities or sales of trading securities                     750                  474
     (Increase) decrease in assets:
        Accounts and notes receivable, net                                    15,624               18,816
        Inventories                                                            7,125                9,914
        Prepaid expenses                                                         168                  680
        Pension plan assets                                                     (187)                 (50)
     Increase (decrease) in liabilities:
        Accounts payable                                                     (29,412)             (30,580)
        Accrued liabilities                                                     (852)              (5,825)
        Long-term liabilities, other                                            (287)               1,636
                                                                 ----------------------------------------
Net cash utilized by operating activities                                     (2,885)              (1,948)
                                                                 ----------------------------------------
Cash flows from investing activities:
   Purchase of properties                                                     (6,109)              (4,207)
   Purchase of securities and other investments                              (18,040)              (6,532)
   Proceeds from maturities or sales of securities and
    other investments                                                          9,285                1,290
   Increase in notes receivable                                               (3,947)              (1,034)
   Proceeds from sales of properties                                             990                  339
   Increase in other assets                                                   (2,127)              (6,259)
                                                                 ----------------------------------------
Net cash utilized by investing activities                                    (19,948)             (16,403)
                                                                 ----------------------------------------
Cash flows from financing activities:
   Additions to long-term notes payable                                       28,500               21,386
   Reduction of long-term notes payable                                           --               (1,787)
   Additions to short-term notes payable                                       2,825
   Payment of deferred financing fees                                             --                 (459)
   Patrons excess deposits and declared patronage dividends                      138                  456
   Reduction of short-term notes payable                                      (4,193)              (2,103)
   Redemption of patronage dividend certificates                              (1,862)              (2,262)
   (Decrease) increase in members' required deposits                          (1,499)               2,245
   Issuance of shares to members                                                 341                   --
                                                                 ----------------------------------------
Net cash provided by financing activities                                     24,250               17,476
                                                                 ----------------------------------------
Net increase (decrease) in cash and cash equivalents                           1,417                 (875)
Cash and cash equivalents at beginning of year                                10,355               14,802
                                                                 ----------------------------------------
Cash and cash equivalents at end of period                               $    11,772             $ 13,927
                                                                 ========================================
Supplemental disclosure of cash flow information:
Cash paid during the period for:
   Interest                                                              $     7,555             $  6,364
   Income taxes                                                          $        64                   --
Supplemental disclosure of non-cash item:
  Issuance of subordinated redemption notes to repurchase Class
   B Shares from members                                                 $       586                  299
</TABLE>

       The accompanying notes are an integral part of these statements.

                                       4
<PAGE>

                UNIFIED WESTERN GROCERS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.   The consolidated condensed financial statements include the accounts of
Unified Western Grocers, Inc. and all of its subsidiaries (the "Company" or
"Unified"). Intercompany transactions and accounts with subsidiaries have been
eliminated. The interim financial statements included herein have been prepared
by the Company without audit, pursuant to the rules and regulations promulgated
by the Securities and Exchange Commission (the "Commission"). Certain
information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been omitted pursuant to Commission rules and regulations; nevertheless,
management believes that the disclosures are adequate to make the information
presented not misleading. These condensed financial statements should be read in
conjunction with the audited financial statements and notes thereto included in
the Company's latest annual report filed on Form 10-K. The results of operations
for the interim periods are not necessarily indicative of the results for the
full year.

The accompanying consolidated condensed financial statements reflect all
adjustments which are, in the opinion of management, both of a normal recurring
nature and necessary for a fair statement of the results of the interim periods
presented. The preparation of the consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America requires us to make estimates and assumptions that affect the reported
amounts of asset and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period.  As a result, actual results
could differ from those estimates.


Certain reclassifications have been made to prior period financial
statements to present them on a basis comparable with the current period's
presentation. In the 2001 period, the retail segment of the business was
separated from the "all other" category to facilitate quarterly comparisons of
reportable segments, since the retail segment now meets the quantitative
thresholds of a reportable segment. Previously, the retail segment was grouped
in the "all other" category that included finance, insurance and other services
provided to members.


2.   On September 27, 1999, the shareholders of Unified and United Grocers, Inc.
("United") each approved the provisions of a merger agreement (the "Merger").
The Merger became effective on September 29, 1999 and was accounted for as a
purchase pursuant to Accounting Principles Board Opinion No. 16, "Business
Combinations."

As a result of the Merger, Unified now serves a broader geographic region. The
Company serves independent supermarket operators in California, Oregon,
Washington, western Idaho, Nevada, Arizona, Hawaii, Colorado, Utah and various
countries in the South Pacific and elsewhere. In addition to offering a complete
line of food and general merchandise products, Unified also provides finance,
insurance, store design, security, payroll, real estate and information
technology services to its patrons.

In connection with the Merger, the Company established a reserve for the closure
of various facilities.  Periodic charges against the reserve represent lease
costs for non-subleased facilities and rental income shortfalls for subleased
facilities.  The amount of this reserve and current period charges against the
reserve are presented below.


     Balance at September 29, 2001               $ 4,778,000
     Charges to the reserve                         (118,000)
                                                 -----------
     Balance at December 29, 2001                $ 4,660,000
                                                 ===========


3.   The Company has identified two reportable segments - Wholesale Distribution
and Retail.

     .    Wholesale distribution includes the results of operations from the
          sale of food and general merchandise products to independent
          supermarket operators, both members and non-members, and sales to
          company-owned retail stores.

     .    The retail segment includes the results of operations of SavMax,
          Thriftway, Apple Markets and stores that were purchased by the Company
          in connection with the merger of

                                       5
<PAGE>

          Albertsons, Inc. and American Stores, Inc. (the "Divestiture Stores").
          The Company's two remaining Divestiture Stores were closed during the
          first quarter of fiscal 2002 and are expected to be sold.

The "all other" category includes the aggregation of finance, insurance and
other services provided to a common customer base, none of which individually
meets the quantitative thresholds of a reportable segment.

     Information about the Company's operations by segment is as follows (in
thousands):

<TABLE>
<CAPTION>
                                                                               THIRTEEN WEEKS ENDED
                                                                         December 30,         December 29,
                                                                                 2000                 2001
                                                              --------------------------------------------
<S>                                                           <C>                            <C>
Net sales
  Wholesale distribution                                                  $   717,920          $   721,989
  Retail                                                                       40,973               37,048
  All other                                                                    10,610               10,716
  Intersegment elimination                                                    (28,931)             (27,208)
                                                              --------------------------------------------
Total net sales                                                           $   740,572          $   742,545
                                                              --------------------------------------------
Operating income (loss)
  Wholesale distribution                                                  $    12,340          $    10,097
  Retail                                                                       (1,361)              (3,799)
  All other                                                                       195                  656
                                                              --------------------------------------------
Total operating income                                                         11,174                6,954
Interest expense                                                               (7,473)              (6,065)
Estimated patronage dividends                                                  (4,640)              (2,867)
                                                              --------------------------------------------
Loss before income taxes and change
 in accounting principle                                                  $      (939)         $    (1,978)
                                                              --------------------------------------------

Depreciation and amortization
  Wholesale distribution                                                  $     5,657          $     5,708
  Retail                                                                          386                  555
  All other                                                                       118                  119
                                                              --------------------------------------------
Total depreciation and amortization                                       $     6,161          $     6,382
                                                              --------------------------------------------

Capital expenditures
  Wholesale distribution                                                  $     4,543          $     2,460
  Retail                                                                        1,464                1,653
  All other                                                                       102                   94
                                                              --------------------------------------------
Total capital expenditures                                                $     6,109          $     4,207
                                                              --------------------------------------------

Identifiable assets
  Wholesale distribution                                                  $   607,209          $   593,034
  Retail                                                                       60,288               63,763
  All other                                                                    91,909               92,380
                                                              --------------------------------------------
Total identifiable assets                                                 $   759,406          $   749,177
                                                              --------------------------------------------
</TABLE>



4.   The Jerome Lemelson Foundation (the "Foundation"), which asserts ownership
of certain patents relating to bar code technology, issued a demand that the
Company enter into a license agreement with respect to certain patented
technology which the Company is claimed to use and which allegedly infringes
upon patents issued to Jerome Lemelson, which patents, upon the death of Jerome
Lemelson, were

                                       6
<PAGE>

assigned to the Foundation. The Foundation has filed an action against the
Company and others asserting patent infringement and seeking damages in
unspecified amounts. The Company and the Foundation reached a settlement of the
matter in the first quarter of fiscal 2002 at an amount that did not exceed the
amounts reserved by Unified.

5.   The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. The statement requires
that the Company recognize all derivatives as either assets or liabilities in
the balance sheet and measure those instruments at fair value.  The Company
adopted this statement, as amended by SFAS Nos. 137 and 138, effective October
1, 2000.

The Company entered into a five-year interest rate collar agreement during
February 1999 in relation to approximately $50 million of certain borrowings on
its variable rate revolving credit facility. The Company has designated the
interest rate collar agreement as a cash flow hedge. Under the provisions of
SFAS No. 133, the fair value of the collar must be reflected in the Company's
financial statements. On October 1, 2000 the Company recognized the fair value
of the collar, which totaled $1,195,000, as a cumulative effect of a change in
accounting principle in other comprehensive earnings (loss). Additionally, SFAS
No. 133 requires that the fair value of the collar be adjusted, with the change
in fair value being recorded as an adjustment to other comprehensive earnings
(loss). The fair value of the collar was $(1,772,000) as of December 29, 2001
compared to $(1,790,000) as of September 29, 2001. Due to the increase in
interest rates , the Company recorded an unrealized gain of $18,000 for the
thirteen week period ended December 29, 2001.

The Company holds investments in various marketable securities and convertible
bonds.  Prior to the adoption of SFAS No. 133, the Company classified its
convertible bonds as available for sale, with the changes in the fair value
recorded in other comprehensive earnings (loss).  With the adoption of SFAS No.
133, the convertible bonds were reclassified to trading securities, which
resulted in the Company recognizing gains of $52,000 at October 1, 2000.  The
$52,000 of gains was comprised of a $31,000 cumulative effect of a change in
accounting principle and a $21,000 reclassification of previously unrealized
holding gains.  For the thirteen week period ended December 29, 2001, the
Company recorded gains due to the changes in the fair value of the convertible
bonds totaling $0.3 million.

In July 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No.
142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires that all
business combinations be accounted for under the purchase method. The statement
further requires separate recognition of intangible assets that meet one of two
specified criteria. The statement applies to all business combinations initiated
after June 30, 2001. SFAS No. 142 requires that an intangible asset that is
acquired be initially recognized and measured based on its fair value. The
statement also provides that goodwill should not be amortized, but should be
tested for impairment annually, or more frequently if circumstances indicate
potential impairment, through a comparison of its implied fair value to its
carrying amount. SFAS No. 142 is effective for fiscal years beginning after
December 15, 2001. The Company will implement the pronouncement beginning in the
first quarter of fiscal year 2003. Existing goodwill will continue to be
amortized through the remainder of fiscal 2002 at which time amortization will
cease and the Company will perform a transitional goodwill impairment test. The
Company is currently evaluating the impact of the new accounting standards on
existing goodwill and other intangible assets. While the ultimate impact of the
new accounting standards has yet to be determined, goodwill amortization expense
for the thirteen week period ended December 29, 2001 was $0.4 million.

In June 2001, the  FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations," on the accounting for obligations associated with the retirement
of long-lived assets. The Company is currently evaluating the impact of the new
accounting standard but believes the pronouncement will not have a material
affect on the Company's consolidated financial statements.  SFAS No. 143 is
effective for fiscal periods beginning after June 15, 2002.


In July 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets.  SFAS No. 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. This statement
supercedes SFAS No. 121 on the same topic and the accounting and certain
reporting provisions of Accounting Principles Board (APB) Opinion No. 30,
Reporting the Results of Operations--Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions, for the disposal of a segment of a business (as defined
in that Opinion). This Statement also amends Accounting Research Bulletin No.
51, Consolidated Financial Statements, to eliminate the exception to
consolidated for a subsidiary for which control is likely to be temporary. SFAS
No. 144 is effective for fiscal periods beginning after December 15, 2001. The
Company will implement the pronouncement beginning in the first quarter of
fiscal year 2003. The Company is currently evaluating the impact of the new
accounting standards on existing long-lived assets.

Forward-Looking Information

     This document and the documents of Unified incorporated by reference may
contain "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These

                                       7
<PAGE>

statements relate to expectations concerning matters that (a) are not historical
facts, (b) predict or forecast future events or results, (c) embody assumptions
which may prove to have been inaccurate, including Unified's assessment of the
probability and materiality of losses associated with litigation and other
contingent liabilities; and Unified's expectations regarding the adequacy of
capital and liquidity. Also, when we use words such as "believes," "expects,"
"anticipates" or similar expressions, we are making forward-looking statements.
Although Unified believes that the expectations reflected in such forward-
looking statements are reasonable, we cannot give you any assurance that such
expectations will prove correct. Important factors that could cause actual
results to differ materially from such expectations include the adverse effects
of the changing industry environment and increased competition; sales decline
and loss of customers; exposure to the uncertainties of litigation and other
contingent liabilities; the failure of Unified to take steps to stem losses in
its retail operations; the inability of the Company to establish and perform
plans to improve its operating performance and equity base in order to meet
financial covenants applicable to future periods; and the increased credit risk
to Unified caused by the ability of former United members to establish their
required minimum deposits over time through use of patronage dividends to
purchase Class B Shares if such members default on their obligations to Unified
prior to their deposit requirements being met and the existing deposit proves
inadequate to cover such members' obligation. All forward-looking statements
attributable to Unified are expressly qualified in their entirety by the factors
which may cause actual results to differ materially.


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

Liquidity and Capital Resources

     Unified relies primarily upon cash flow from operations, patron deposits
and shareholding. In the event that these sources of cash are not sufficient to
meet the Company's requirements, additional sources of cash will be obtained
from the Company's credit facilities. Net cash utilized by operating activities
totaled $1.9 million for the first thirteen weeks of fiscal 2002 (the "2002
period"), as compared to net cash utilized by operating activities of $2.7
million for the first thirteen weeks of fiscal 2001 (the "2001 period"). The
decrease in net cash utilization for the 2002 period as compared to the 2001
period is primarily due to a decrease in accounts and notes receivable of $18.8
million resulting from improved collection efforts, as well as a decrease in
overall inventory levels of $9.9 million resulting from implementation of an
inventory reduction program. This decrease was partially offset by a decrease in
accounts payable of $30.6 million and accrued liabilities of $5.8 million. At
December 29, 2001, working capital was $145.4 million, as compared to $139.7
million at September 29, 2001, and the Company's current ratio was 1.5 to 1 at
December 29, 2001 and 1.4 to 1 at September 29, 2001. The Company believes that
cash flow from its operations and available credit lines will be sufficient to
meet operating needs and capital spending requirements for the fiscal 2002
period.

The Company issued Patronage Certificates in fiscal years 1993, 1994 and 1995.
The outstanding Patronage Certificates have a seven-year term and bear interest
payable on December 15 of each year.  In the 2002 period, the Company redeemed
the Patronage Certificates issued in 1994 for approximately $2.3 million and in
the 2001 period the Company redeemed the patronage certificates issued in 1993
for approximately $1.9 million.  The patronage certificates issued in 1995 are
due December 15, 2002.

Capital expenditures totaled $4.2 million in the 2002 period.  These
expenditures were primarily attributable to leasehold improvements and
equipment associated with the remodeling of stores in the Company's SavMax
operation, purchases of computer software and hardware, and warehousing and
equipment.

Unified has a $200 million secured revolving credit facility with a group of
banks.  The revolving credit agreement is secured, expires October 1, 2004 and
bears interest at either  an adjusted LIBOR rate plus a margin ranging from
2.00% to 3.00% depending on Unified's leverage ratio or 0.75% plus the higher of
the bank base rate or 0.50% above the bank's federal funds borrowing rate. The
revolving credit facility permits advances of up to 85% of eligible accounts
receivable and 65% of eligible inventories.

                                       8
<PAGE>

At December 29, 2001, Unified had $72.8 million and $40.0 million outstanding in
senior secured notes to certain insurance companies and pension funds under a
note purchase agreement dated September 29, 1999 (as amended, the "Senior Note
Agreement").

In fiscal year 2002, Unified amended the Senior Note Agreement and the revolving
credit facility.  For the Senior Note Agreement, the amendment modified two
financial covenants (consolidated tangible net worth and fixed charge coverage).
The amendment assumes that improvements will be made in future performance with
respect to both ratios.  In addition, interest rates on both senior secured
notes have increased by 0.25% until such time consolidated tangible net worth
increases to $80.0 million after excluding future consolidated net income
generated after September 29, 2001.  The amendment relating to the revolving
credit facility changed the requirements of certain financial covenants at
September 29, 2001 and through fiscal year 2002, with respect to minimum
tangible net worth, the fixed charge coverage ratio and the ratio of funded debt
to earnings before interest, taxes, depreciation and amortization, and patronage
dividends ("EBITDAP").  At its December meeting, the Board of Directors adopted
a plan for Equity Enhancement - Fiscal Year 2002 and, as required by the
amendment, provided the adopted plan to the lenders.  The amended covenants in
the revolving credit facility require improved performance in future periods
with respect to minimum adjusted tangible net worth, the fixed charge coverage
ratio and EBITDAP.  The amendment also increased borrowing costs to either:  (i)
LIBOR plus an increased applicable margin (the increase is reflected above)
based on Unified's leverage ratio or (ii) 0.75% plus the higher of the lender's
base rate or 0.50% above the lender's borrowing rate.

The credit agreements contain customary representations, warranties, covenants
and default provisions for these types of financing. Obligations under the
credit agreements are senior to the rights of members with respect to deposits,
patronage dividend certificates and subordinated notes. Both the Senior Note
Agreement and the revolving credit facility limit the incurrence of additional
funded debt and the incurrence of liens except permitted liens. Additional
funded debt is also limited when an event of default has occurred and is
continuing. Examples of default conditions include the failure to pay an
installment principal or interest under the agreement, the making of false
representations and warranties, and non-compliance with one or more financial
covenants (minimum tangible net worth, fixed charge coverage ratio and funded
debt to EBITDAP). The Senior Note Agreement and the revolving credit facility
also limit distributions to shareholders (including the repurchase of shares) to
permitted distributions which include patronage dividends and repurchases of the
Company's Class A Shares and Class B Shares as required by its bylaws, and
prohibit all distributions when an event of default has occurred and is
continuing. In the event the Company is not in compliance with the financial
covenants of the Senior Note or revolving credit facility, the continued
availability of loan funds or the terms upon which such loans would be available
could be adversely impacted, and the impact could be material.

In December 2000, the Company purchased 80,000 shares of Preferred Stock of C&K
Market, Inc. ("C&K") for $8.0 million. Douglas H. Nidiffer, a director of the
Company, is a shareholder, director and officer of C&K.  In connection with the
stock purchase transaction, C&K executed a ten-year Supply Agreement and the
shareholders of C&K granted to the Company a put with respect to the Preferred
Stock, exercisable upon occurrence of designated events including the nonpayment
of permitted dividends or mandatory redemption payments. The Preferred Stock
bears a 9.5% cumulative dividend rate, with cash payment of dividends deferred
until November 15, 2002, and then payable only if permitted by applicable loan
agreements.  The Preferred Stock is convertible into 15% of the common stock of
C&K under certain circumstances.

At September 29, 2001, the Company had net deferred tax assets totaling $22.0
million, of which $12.6 million related to net operating loss carryforwards that
expire in various years through 2020.  The Company has established a valuation
allowance of $9.1 million to reduce the net deferred tax assets to their
estimated net realizable value as the Company may not realize the entire net
operating loss carryforwards before their expiration.  The valuation allowance
is primarily related to retail store losses which include the divestiture
stores. The remaining balance of the net deferred tax asset is expected to be
realized through future operating results, reversal of taxable temporary
differences, and tax planning strategies. For the 2002 period, the Company
reported a net loss of $2.0 million. However, a tax benefit was not recorded
because the realization requirement per SFAS 109 of "more likely than not" was
not met during the quarter.

Historically, Unified has distributed at least 20% of the patronage dividends in
cash and distributed Class B Shares as a portion of the patronage dividends
distributed to its member-patrons.  Dairy patronage dividends were paid in cash
in the periods presented.   The Board of Directors has adopted an equity
enhancement plan for fiscal year 2002.  As part of that plan, the patronage
dividend payment policy was modified as follows: net earnings from business
transacted on a patronage basis in the Cooperative Division with member and
associate patrons shall be distributed on a patronage basis by written notices
of allocation as defined in Section 1388 of the Internal Revenue Code in the
form of:

                                       9
<PAGE>

..    Shares of Class B Common Stock to the extent there exists any deficiency of
     a member-patron in meeting the requirements for holding Class B Shares
     specified in the Bylaws of the Company;

..    Subordinated Patronage Dividend Certificates ("Certificates") to the extent
     of the balance of such patronage dividends for member patrons, such
     Certificates to have a minimum term of five years, an interest rate equal
     to an appropriate benchmark interest rate as such rate exists on the
     issuance date of the Certificates, such rate to be adjusted annually
     thereafter to be equal to the same benchmark interest rate on each
     anniversary of the date of issuance of the Certificates, with such other
     terms and conditions as shall be recommended by management and approved by
     the Board of Directors, which terms may include provision for conversion of
     Certificates into Class B Shares for member patrons on a basis to be
     determined.

Continued net operating losses from the Company's subsidiary and other non-
patronage activities, if not offset by gains from other non-patronage activities
or, enhancement to the Company's equity by other means could adversely affect
operating results and the Company's equity.  The current deficit in the
Company's retained earnings has created restrictions  on the Company's current
ability to redeem its own shares.  The Company's inability to redeem or
repurchase Class B Shares could have an adverse effect on the Company's ability
to attract new members.  In addition to the Equity Enhancement Plan, the Board
of Directors continues to consider other alternatives to improve the company's
shareholder equity.

Patrons are generally required to maintain a subordinated cash deposit with
Unified.  Member-patrons may satisfy the minimum deposit requirement through a
combination of a cash deposit and the ownership of Class B Shares.  In the
Merger, former United members were provided the opportunity to build the minimum
subordinated deposit over time, provided that they agreed to assign 80% of
patronage dividends received for this purpose and maintain a supply agreement
with Unified until the minimum deposit condition is satisfied.  Upon termination
of patron status, the withdrawing patron is entitled to recover deposits in
excess of its obligations to Unified if permitted by the applicable
subordination provisions, and a member-patron also will be entitled to have its
shares redeemed, subject to applicable legal requirements, company policies and
credit agreement limitations.  With certain exceptions, Unified's current
redemption policy limits the Class B Shares that Unified is obligated to redeem
in any fiscal year to 5% of the number of Class B Shares deemed outstanding at
the end of the preceding fiscal year.  For fiscal 2000, this limitation was
exceeded by repurchases of shares in connection with the Merger.  In connection
with the Merger, Unified redeemed 71,310 Class B Shares of discontinued members
for a total consideration before set-offs of $13.4 million.  As described in the
Form 10-K, Unified is not obligated to repurchase Class B Shares of terminated
members until after September 27, 2002.

Redemption of all capital stock is subject to limitations imposed by the
Articles of Incorporation and Bylaws, credit agreements to which the Company is
a party, and restrictions imposed by law on the ability of a company to redeem
its own shares.  As a California corporation, the Company is subject to the
provisions of the California General Corporation Law including Section 500 which
limits the ability of the Company to make distributions, including distributions
to repurchase its own shares and any payments on notes issued to repurchase
Unified shares.  Section 500 permits such repurchase and note payments only when
retained earnings calculated in accordance with generally accepted accounting
principles ("GAAP") equal or exceed the amount of any proposed distribution or
an alternative asset/liability ratio test is met.  Historically through the
operations of its subsidiaries, the Company has maintained sufficient retained
earnings to accomplish its share repurchase program.  As a result of expenses
associated with the Merger with United, operating losses of subsidiaries and
Company-owned retail stores, including the Divestiture Stores,  the Company's
retained earnings have been eliminated and are currently inadequate to permit
repurchase of Company shares.  The repurchase test permitted under Section 500
based on the ratio of assets to liabilities determined under GAAP with certain
adjustments cannot currently be met since the Company relies heavily on
borrowings to finance its operations.  The Company is also a party to credit
agreements containing financial and other covenants, which limit the ability of
the Company to make purchases of capital stock under certain circumstances.  The
Company has established a trust for the purpose of facilitating the transfer of
shares by Unified members obligated or entitled to sell shares in accordance
with the Company's redemption policy to existing members or new members who are
authorized by the Board of Directors to buy shares in accordance with the
Bylaws,

                                       10
<PAGE>

during periods when the Company is legally unable to buy shares or otherwise
elects to cause or permit outstanding shares to be transferred between members.
Funds used to purchase shares from selling members are exclusively sourced from
funds provided by buying members.


Results of Operations

     The following table sets forth selected financial data of the Company
expressed as a percentage of net sales for the periods indicated below:

<TABLE>
<CAPTION>
                                                                          For the Thirteen Weeks
                                                                                    Ended
                                                                    --------------------------------------
                                                                           December 30,       December 29,
                                                                                   2000               2001
                                                                    --------------------------------------
<S>                                                                 <C>                      <C>
Net sales                                                                     100.0%                 100.0%
Cost of sales                                                                  89.0                   89.2
Distribution, selling and administrative                                        9.5                    9.9
Operating income                                                                1.5                    0.9
Interest expense                                                                1.0                    0.8
Earnings  before estimated patronage dividends, income taxes and
 cumulative effect of change in accounting principle                            0.5                    0.1

Estimated patronage dividends                                                  (0.6)                  (0.4)
Loss before income taxes and cumulative effect of a change in
 accounting principle                                                          (0.1)                  (0.3)

Income taxes                                                                    0.0                    0.0
Loss before cumulative effect of change in accounting principle                (0.1)                  (0.3)
Cumulative effect of a change in accounting principle                            --                     --
Net loss                                                                       (0.1)                  (0.3)
</TABLE>


Thirteen Week Period

Net sales.  Net sales for the 2002 and 2001 periods were $742.5 million and
$740.6 million, respectively.   Sales for the 2002 period increased $1.9 million
over the 2001 period. The overall increase in sales is primarily related to the
following:

Wholesale Distribution Segment:

..    Wholesale Distribution Segment sales increased $4.0 million in the 2002
     period compared to the 2001 period. The primary contributors to this
     increase were:

..    The Company implemented a new pricing program to re-focus on sales in the
     Hispanic product division. This program drove an increase in sales of $2.2
     million over the 2001 period.

..    The Company's Dairy Division sales increased by $1.8 million compared to
     the same 2001 period.  The Dairy Division sales increase was attributable
     to a combination of an increase in raw milk prices and higher distribution
     volume, as well as the addition of the Pacific Northwest Dairy Division in
     the third quarter of fiscal year 2001.

Retail Segment:

..    Sales in the 2002 period for the Company-owned retail locations decreased
     by $3.9 million compared to the 2001 period.  The Company acquired three
     stores in June 2001 that are now

                                       11
<PAGE>

     operated under the Apple Markets banner. The three stores generated
     combined sales of $5.2 million for the 2002 period. This increase in sales
     was offset by the closure of three stores and an overall volume decline in
     the remaining store locations. A re-merchandising program was launched at
     the Company's SavMax stores during the 2002 period.

Cost of sales.  Cost of sales was  $662.1 million (89.2% of net sales) for the
fiscal 2002 period compared to $659.3 million (89% of net sales) in the 2001
period.  Cost of sales as a percentage of net sales was slightly higher in the
2002 period compared to the 2001 period due to lower wholesale margins and lower
retail sales that generally generate higher margins.

Distribution, selling and administrative.  Distribution, selling and
administrative expenses were $73.5 million (9.9% of net sales) in the 2002
period, as compared to $70.0 million (9.5% of net sales) in the 2001 period.
The $3.5 million increase in expenses is due to several factors.

Wholesale Distribution Segment:

..    Certain distribution costs are variable and will fluctuate as volume
     fluctuates. The increased volume in the wholesale distribution segment
     accounts for an increase in variable expenses of $210,000.

..    The Company implemented a work force reduction in December 2001 as part of
     a comprehensive expense reduction program. As a result, severance cost of
     $550,000 was recorded in the 2002 period. The work force reduction, as well
     as the elimination of unfilled but budgeted positions, is expected to
     reduce expenses approximately $4.7 million in fiscal year 2002.

..    Pension expense for the 2002 period is higher than the 2001 period by
     $415,000 because of additional funding requirements associated with a
     decline in the value of pension plan assets attributable to a decline in
     the equity markets.

..    The Company recorded $402,000 of additional reserves relating to estimated
     lease shortfalls on leases guaranteed by the Company.


Retail Segment:

..    Total retail expenses increased $1.8 million in the 2002 period over the
     2001 period. The majority of the increase was in the SavMax stores ($1.4
     million). Of these non-capitalizable expenditures, the Company spent $0.9
     million to re-merchandise, reset store shelves and re-open at one location.
     The new format is expected to provide improved retail sales with the
     addition of several full-service department offerings that were not
     previously available. The stores operate in a highly competitive market
     place with very aggressive promotional activity for the consumer. In
     addition to the above activities, the SavMax stores have experienced higher
     ongoing operating costs related to utilities, advertising, and labor for
     the service activities of approximately $0.5 million over the 2001 period.
     The Company's other retail activities resulted in an increase of operating
     costs of $1.8 million related to the acquisition of three stores in June
     2001 in northern California, with an offset of cost reductions of $1.4
     million for the closure of the final two Divestiture stores in the 2002
     period.


Interest.  Interest expense was $6.1 million (0.8% of net sales) in the 2002
period as compared to $7.5 million (1.0% of net sales) in the 2001 period.  The
Company's effective borrowing rates for the 2002 and 2001 periods were 6.1% and
8.5%,  respectively.  The effect of the decrease in interest rates was offset by
the Company's higher borrowing levels.

                                       12
<PAGE>

Estimated patronage dividends.  Estimated patronage dividends for the fiscal
2002 and 2001 periods were  $2.9 million and $4.6 million, respectively.
Estimated patronage earnings for fiscal 2002 are comprised of the interim
patronage earnings from the Company's three patronage pools: the Cooperative
Division and the Southern California and Pacific Northwest Dairy Divisions.
For the 2002 period, the Company had interim patronage earnings of $91,000 in
the Cooperative Division, $2.7 million in the Southern California Dairy Division
and $71,000 in the Pacific Northwest Dairy Division.  In the 2001 period, the
Company had patronage earnings of $2.0 million in the Cooperative Division and
$2.6 million in the Southern California Dairy Division.

Net loss.   The net loss for the 2002 period was $2.0 million compared to a net
loss of $0.9 million for the 2001 period. Net profits or losses generated by
the Company's subsidiaries and non-patronage activities are not included in
patronage earnings of the Cooperative. The specialty food products,
international, and certain other non-patronage distribution activities within
the wholesale distribution segment contributed profits for the 2002 period of
$727,000 compared to $550,000 for the 2001 period. The improvement is primarily
attributed to the completion of transitioning the source of certain specialty
volume from southern to northern California in the second quarter of the 2001
period. Retail losses for the 2002 and 2001 period were $3.4 million and $1.7
million, respectively. Operating losses and shutdown costs from the closed
stores were the primary factors for the losses in both years. Higher losses in
the 2002 period were primarily due to weakening sales and the higher costs
associated with a re-merchandising and remodeling activity that occurred in the
2002 period. Continued operating losses from the Company's retail segment, if
not offset by positive earnings from the Company's other non-patronage
activities, could affect the Company's ability to comply with current financial
covenant requirements, as well as the potential impairment of related intangible
assets. The Company's other subsidiary activities had earnings of $695,000 for
the 2002 period as compared to earnings of $211,000 for the 2001 period. Primary
activities included in the Company's All Other segment are related to the
Company's insurance and financing activities. Overall performance improved in
the 2002 period as compared to the 2001 period primarily due to favorable
insurance performance. The Company's financing activities experienced weakening
revenues due to lower market-related interest rates. The Company will continue
to evaluate under performing subsidiary operations and make a determination with
regards to possible sale or closure.





Additional Discussion and Analysis

The Company's management deals with many risks and uncertainties in the course
of performing their responsibilities.  The Additional Discussion and Analysis
section provides additional information on such  issues.

The Company's operating results are highly dependent upon maintaining and
growing its distribution volume to members. The Company's top ten customers
constitute approximately 30% of total sales. A significant loss in customers or
volume could adversely affect the Company's operating results. The merger with
United Grocers, Inc. (UG), as described in the Company's Form 10-K Annual
Report, created goodwill that totals $29.9 million, net of amortization at
December 29, 2001. The sales activity and customer base of the combined entity
remain strong. However, a significant loss in volume from former customers of
(UG) could potentially impair the carrying amount of goodwill and necessitate a
write down in this asset.

                                       13
<PAGE>

Continued operating losses from the Company's retail segment could adversely
affect the valuation of the business units and potentially impair the carrying
amount of the goodwill related to SavMax. Total goodwill, net of amortization,
as of December 29, 2001 related to SavMax is $21.6 million.

The Company is subject to certain economic factors that are beyond the control
of the Company, including inflation and deflation. The degree to which the
acquisition cost of products purchased by the Company for resale to customers is
stable and/or deflating could have an adverse effect on the Company's business
and results of operations. The Company's pricing programs typically and
generally assess a percentage fee above the Company's cost of the product.
During periods of little or no inflation in the cost of goods procured for
resale, the Company's ability to maintain the dollar profit margin needed to
offset increases in costs is reduced. The Company operates in a highly
competitive market place and increasing its charges to customers is difficult.
The Company has recently experienced higher operating expenses, including but
not limited to energy, fuel and employee wages and benefits. The Company's
facilities are principally in California and the Pacific Northwest, regions that
have experienced significant increased utility costs. In response to the
increase in operating costs the Company has implemented a comprehensive expense
reduction initiative. As part of this initiative the Company eliminated
approximately 200 budgeted positions impacting nearly all divisions, departments
and facilities in the first quarter of fiscal year 2002. The Company expects
that the position elimination will result in a reduction of personnel costs of
approximately $6.2 million on a annualized basis. The Company also implemented
an additional charge to its customers to offset the increased cost of energy
incurred by the Company.

Changes in economic conditions could also adversely effect the Company's
customer's ability to meet certain obligations to the Company or leave the
Company exposed for obligations the Company has guaranteed. Loans to members,
trade receivables and lease guarantees could be at risk in a sustained
recessionary environment. In response to this potential risk, the Company
establishes reserves for notes receivable, trade receivables, and lease
guarantees, net of sub-lease offsets, for which the Company may be at risk for
default. In such a situation, the Company would be required to foreclose on
assets provided as collateral or assume payments for leased locations for which
the Company has guaranteed payment. Although the Company believes its reserves
to be adequate, the Company's operating results could be adversely affected in
the event that actual exposure exceeds established reserves.

During the normal course of business, the Company is involved in litigation. In
the event that management determines that the probability of an adverse
judgement in pending litigation is likely and that the exposure can be
reasonably estimated, appropriate reserves are established. The final outcome of
any litigation could adversely affect operating results, if the actual liability
exceeds recorded reserves and insurance coverage.

The Company's insurance subsidiary is regulated by the State of California and
subject to the rules and regulations promulgated by the appropriate regulatory
agencies. Reserves are established to fund payments under policies issued to
policy holders.   The adequacy of the reserves are reviewed annually by
actuarial evaluation conducted by a third party actuary.  The amount of required
reserves is affected by various assumptions and actuarial calculations including
but not limited to health care cost trends, mortality rates, demographics,
federal and state law, as well as insurance claim trends.  As a result, the
amount of reserves required to settle future claims may vary from year to year.
Although the Company believes its reserves to be adequate, significant and
adverse changes in the experience of claims settlement could negatively impact
operating results if the Company's claim cost experiences exceed the actuarial
calculations.

As disclosed in the Company's Form 10-K Annual Report, the Company's loan
agreements require improved performance in future periods to continue financial
covenant compliance. Failure to improve performance could have an adverse affect
upon the continued availability of loan funds or the terms upon which loan funds
would continue to be available, and the impact could be material. Also, as noted
above, the Company in the ordinary course of business assists its members by
providing loans and loan guarantees, lease guarantees or subleases, and makes
direct investments in members. The failure by members to perform their
obligations under these arrangements could have an adverse affect upon the
Company's liquidity.

                                       14
<PAGE>

The Company operates as a cooperative and as such does a portion of its business
with its member shareholders on a patronage basis. Transactions with members are
conducted on terms and conditions generally available to the membership or on
negotiated terms pursuant to supply or credit support agreements. The Company
also does business with non-members that may be on terms different than those
offered to members.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.
--------------------------------------------------------------------

     Unified has only limited involvement with derivative financial instruments.
They are used to manage well defined interest rate risks.  Unified entered into
a five-year interest rate collar agreement in February 1999 in relation to
certain borrowings on its variable rate revolving credit. The collar agreement
was put in place without incurring a fee with respect to the collar transaction.
The hedge agreement is structured such that Unified pays a variable rate of
interest between 6% (cap rate) and 4.94% (floor rate) based on a notional amount
of $50.0 million.  The weighted average interest rate, prior to lender's margin,
on borrowings on the revolving credit was 2.44% at December 29, 2001.  The fair
value of the collar was a negative $1,772,000 as of December 29, 2001 compared
to a negative fair value of $1,790,000 as of September 29, 2001.   As a result
of the slight improvement in the fair value of the interest rate collar, the
Company recorded an unrealized gain of $18,000 for the thirteen week period
ended December 29, 2001.

Unified is subject to interest rate changes on its notes payable under the
Company's credit and note agreements which may affect the fair value of the
notes payable. Based on the notes payable outstanding at December 29, 2001 and
the current market condition, a 100 basis point increase in interest rates would
decrease cash flow and earnings by approximately $2.8 million. Conversely, a 100
basis point decrease in interest rates would increase cash flow and earnings by
approximately $2.8 million.

With the adoption of SFAS No. 133, the Company's investments in convertible
bonds were reclassified from available for sale securities to trading
securities. As a result of changing the classification of the convertible bonds,
the Company is subject to market risk associated with fluctuations in interest
rates and the market value of the embedded conversion feature.  For the 2002
period, the Company recorded gains due to the changes in the fair value of the
convertible bonds totaling $0.3 million.



PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings
--------------------------

     As reported in the Company's Annual Report on Form 10-K for the fiscal year
ended 2001, the Jerome Lemelson Foundation (the "Foundation"), which asserts
ownership of certain patents relating to bar code technology, issued a demand
that the Company enter into a license agreement with respect to certain patented
technology which the Company is claimed to use and which allegedly infringes
upon patents issued to Jerome Lemelson, which patents, upon the death of Jerome
Lemelsom, were assigned to the Foundation.  The Foundation filed an action
against the Company and others asserting patent infringement and seeking damages
in unspecified amounts.  During the 2002 period, the Company and the Foundation
reached  a settlement of the matter at an amount that did not exceed $280,000,
the amount which Unified had reserved.

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

(a) Exhibits

                                      15

<PAGE>


     10.1  Amended and Restated Sheltered Savings Plan (previously filed).
     10.2  Amended and Restated Employee Savings Plan (previously filed).
     10.3  Amended and Restated Retirement Plan for Employees of Unified Western
           Grocers, Inc (previously filed).

(b)  Reports on Form 8-K
     None

                                       16
<PAGE>


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:  May 16, 2002

Unified Western Grocers, Inc.
-----------------------------------
(Registrant)



/s/ Alfred A. Plamann
-----------------------------------
By
Alfred A. Plamann
President and
Chief Executive Officer



/s/ Richard J. Martin
-----------------------------------
By
Richard J. Martin
Executive Vice President,
Finance & Administration
and Chief Financial Officer


/s/ William O. Cote
-----------------------------------
By
William O. Cote
Vice President, Controller

                                       17