FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13
                       OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                        Quarterly or Transitional Report

                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

                   For the quarterly period ended March 31, 2000


[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934


                For the transition period from _________to _________

                         Commission file number 0-10435

                            CENTURY PROPERTIES FUND XVI
         (Exact name of small business issuer as specified in its charter)



         California                                             94-2704651
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                          55 Beattie Place, P.O. Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000

                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___


                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                           CENTURY PROPERTIES FUND XVI

                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                          (in thousands, except unit data)

                                 March 31, 2000
<TABLE>
<CAPTION>

Assets

<S>                                                          <C>             <C>
   Cash and cash equivalents                                                 $  325
   Receivables and deposits                                                     187
   Restricted escrows                                                           148
   Other assets                                                                 230
   Investment properties:
      Land                                                   $ 1,409
      Buildings and related personal property                  14,814
                                                               16,223
      Less accumulated depreciation                            (8,491)        7,732
                                                                            $ 8,622

Liabilities and Partners' (Deficit) Capital
Liabilities

   Accounts payable                                                         $    27
   Accrued property taxes                                                        63
   Tenant security deposit liabilities                                           42
   Other liabilities                                                            134
   Mortgage notes payable                                                     7,243

Partners' (Deficit) Capital

   General partners                                          $ (3,828)
   Limited partners (130,000 units issued and
      outstanding)                                              4,941         1,113
                                                                            $ 8,622

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>


b)

                           CENTURY PROPERTIES FUND XVI

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)

                                                          Three Months Ended
                                                               March 31,
                                                            2000       1999
Revenues:
   Rental income                                          $   733     $  737
   Other income                                                33         26
      Total revenues                                          766        763

Expenses:
   Operating                                                  307        296
   General and administrative                                  47         52
   Depreciation                                               149        130
   Interest                                                   150        153
   Property taxes                                              52         64
      Total expenses                                          705        695

Net income                                                  $ 61       $  68

Net income allocated

   to general partners (6.9%)                               $ 4        $   5
Net income allocated

   to limited partners (93.1%)                                 57         63
                                                            $ 61      $   68
Net income per limited
   partnership unit                                        $ .44      $  .48

            See Accompanying Notes to Consolidated Financial Statements


c)

                            CENTURY PROPERTIES FUND XVI
          CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                                   (Unaudited)

                          (in thousands, except unit data)


<TABLE>
<CAPTION>

                                     Limited
                                   Partnership    General     Limited
                                      Units      Partners     Partners      Total

<S>                                  <C>         <C>          <C>          <C>
Original capital contributions       130,000     $     --     $65,000      $65,000

Partners' (deficit) capital
   at December 31, 1999              130,000     $ (3,832)    $ 4,884      $ 1,052

Net income for the three months
   ended March 31, 2000                   --            4          57           61

Partners' (deficit) capital
   at March 31, 2000                 130,000     $ (3,828)    $ 4,941      $ 1,113

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

d)
                           CENTURY PROPERTIES FUND XVI

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                   (in thousands)

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                       March 31,

                                                                  2000        1999
Cash flows from operating activities:

<S>                                                             <C>         <C>
  Net income                                                    $     61    $     68
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation                                                      149         130
   Amortization of loan costs                                          8           8
   Change in accounts:
      Receivables and deposits                                       137         104
      Other assets                                                    (7)          4
      Accounts payable                                               (87)        (24)
      Accrued property taxes                                        (117)       (107)
      Other liabilities                                              (58)          6

       Net cash provided by operating activities                      86         189

Cash flows from investing activities:

  Property improvements and replacements                            (169)        (56)
  Net (deposits to) withdrawals from restricted escrows              (38)         62

       Net cash (used in) provided by investing activities          (207)          6

Cash flows used in financing activities:

  Payments on mortgage notes payable                                 (22)        (20)

Net (decrease) increase in cash and cash equivalents                (143)        175

Cash and cash equivalents at beginning of period                     468         366

Cash and cash equivalents at end of period                      $    325    $    541

Supplemental disclosure of cash flow information:

  Cash paid for interest                                        $    143    $    145

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


e)
                           CENTURY PROPERTIES FUND XVI

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The  accompanying   unaudited   consolidated  financial  statements  of  Century
Properties Fund XVI (the  "Partnership" or the "Registrant")  have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-QSB and Item 310(b)
of Regulation S-B.  Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  The  Partnership's  general  partners  are  Fox  Capital
Management Corporation (the "Managing General Partner" or "FCMC") and Fox Realty
Investors ("FRI"). The Managing General Partner and the managing general partner
of  FRI  are  subsidiaries  of  Apartment   Investment  and  Management  Company
("AIMCO"), a publicly traded real estate investment trust. In the opinion of the
Managing  General  Partner,  all  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results  for the three  month  period  ended  March 31,  2000 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  December 31, 2000. For further  information,  refer to the  consolidated
financial  statements and footnotes thereto included in the Partnership's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1999.

Principles of Consolidation

The Partnership's  financial  statements include the accounts of the Partnership
and its wholly owned subsidiaries.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into AIMCO, a publicly traded real estate  investment  trust,  with AIMCO
being the surviving  corporation  (the "Insignia  Merger").  As a result,  AIMCO
acquired 100% ownership  interest in the Managing General Partner.  The Managing
General  Partner does not believe that this  transaction  has had or will have a
material effect on the affairs and operations of the Partnership.

Note C - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The Partnership Agreement provides for (i) payments to
affiliates for services and (ii)  reimbursement of certain expenses  incurred by
affiliates  on  behalf  of the  Partnership.  The  following  transactions  with
affiliates  of the  Managing  General  Partner were paid during the three months
ended March 31, 2000 and 1999:

                                                                  2000      1999
                                                                  (in thousands)

 Property management fees (included in operating expenses)        $ 38      $ 38

 Reimbursement for services of affiliates (included in
   investment properties, general and administrative
  and operating expenses)                                           27        26

During  the three  months  ended  March 31,  2000 and  1999,  affiliates  of the
Managing General Partner were entitled to receive 5% of gross receipts from both
of the Registrant's  properties for providing property management services.  The
Registrant  paid to such  affiliates  approximately  $38,000  for both the three
months ended March 31, 2000 and 1999.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $27,000 and
$26,000 for the three months ended March 31, 2000 and 1999, respectively.

AIMCO and its affiliates  currently own 67,122.01  limited  partnership units in
the Partnership representing 51.632% of the outstanding units. A number of these
units were acquired  pursuant to tender offers made by AIMCO or its  affiliates.
It is possible  that AIMCO or its  affiliates  will make one or more  additional
offers to acquire  additional limited  partnership  interests in the Partnership
for cash or in exchange for units in the operating  partnership of AIMCO.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters. As a result of its
ownership  of  51.632%  of the  outstanding  units,  AIMCO is in a  position  to
influence all voting  decisions with respect to the  Registrant.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the  interest of the  Managing  General  Partner  because of their
affiliation with the Managing General Partner.

Note D - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment derives its revenues:

The Partnership has one reportable segment:  residential properties,  consisting
of two apartment  complexes,  one of which is located in Tampa,  Florida and the
other in Houston,  Texas.  The Partnership  rents apartment units to tenants for
terms that are typically twelve months or less.

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation.  The accounting policies of the reportable segment are the same as
those of the  Partnership as described in the summary of significant  accounting
policies in the  Partnership's  Annual  Report on Form 10-KSB for the year ended
December 31, 1999.

Factors management used to identify the enterprise's reportable segment:

The  Partnership's  reportable  segment  consists of investment  properties that
offer similar products and services.  Although each of the investment properties
is  managed  separately,  they have been  aggregated  into one  segment  as they
provide services with similar types of products and customers.

Segment information for the three month periods ended March 31, 2000 and 1999 is
shown  in  the  tables  below  (in  thousands).   The  "Other"  column  includes
Partnership administration related items and income and expense not allocated to
the reportable segment.

                 2000                  Residential     Other     Totals

Rental income                             $ 733        $ --       $ 733
Other income                                  32           1          33
Interest expense                             150          --         150
Depreciation                                 149          --         149
General and administrative expense            --          47          47
Segment profit (loss)                        107         (46)         61
Total assets                               8,610          12       8,622
Capital expenditures for investment
  properties                                 169          --         169

                     1999                   Residential     Other     Totals

     Rental income                              $ 737        $  --      $ 737
     Other income                                  23            3         26
     Interest expense                             153           --        153
     Depreciation                                 130           --        130
     General and administrative expense            --           52         52
     Segment profit (loss)                        117          (49)        68
     Total assets                               8,373          379      8,752
     Capital expenditures for investment
       properties                                  56          --          56

Note E - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  The  plaintiffs  seek  monetary  damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Managing  General  Partner  filed a motion  seeking  dismissal of the
action.  In lieu of  responding  to the  motion,  the  plaintiffs  have filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.  Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a  Stipulation  of  Settlement  settling  claims,  subject to final  court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999.  Prior to the  December  10,  1999  hearing  the  Court  received  various
objections to the settlement,  including a challenge to the Court's  preliminary
approval based upon the alleged lack of authority of class  plaintiffs'  counsel
to enter the settlement.  On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  The
Managing  General  Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the  Registrant's  business and results of  operations,  including
forward-looking  statements  pertaining  to such  matters,  does not  take  into
account the effects of any changes to the  Registrant's  business and results of
operation.  Accordingly,  actual  results  could  differ  materially  from those
projected in the forward-looking  statements as a result of a number of factors,
including those identified herein.

The Partnership's  investment properties consist of two apartment complexes. The
following table sets forth the average occupancy of the properties for the three
months ended March 31, 2000 and 1999:

                                                   Average Occupancy

      Property                                      2000       1999

      Ralston Place                                 96%        97%
        (formerly The Landings Apartments)
         Tampa, Florida

      Woods of Inverness Apartments                 92%        98%
        Houston, Texas

The Managing  General  Partner  attributes the decrease in occupancy at Woods of
Inverness  Apartments  to an increase in tenants  purchasing  homes and employee
transfers out of the Houston market.

Results of Operations

The  Registrant's  net  income for the three  months  ended  March 31,  2000 was
approximately $61,000 as compared to approximately $68,000 for the corresponding
period in 1999. Net income  decreased  slightly for the three months ended March
31,  2000 as  compared  to the same period in 1999 as a result of an increase in
total  expenses  which  more than  offset an  increase  in total  revenues.  The
increase in total expenses is primarily attributable to an increase in operating
and depreciation  expenses which were partially offset by reductions in property
taxes and general and administrative  expenses.  Operating expense increased due
to an  increase  in  advertising  expense  at both  investment  properties.  The
increase in  depreciation  expense is primarily  attributable to the increase in
depreciable  assets put into service in the last twelve  months.  Property taxes
decreased at the Woods of Inverness  Apartments resulting from the timing of the
receipt of tax bills for 1999 which affected the accruals  recorded at March 31,
2000 and 1999. The decrease in general and administrative  expenses is primarily
due to decreased legal costs as a result of the settlement of a legal proceeding
in the first quarter of 1999.

Included  in general  and  administrative  expense  for both of the three  month
periods  ended  March 31,  2000 and 1999 are  management  reimbursements  to the
Managing General Partner allowed under the Partnership  Agreement.  In addition,
costs associated with the quarterly and annual communications with investors and
regulatory  agencies and the annual audit required by the Partnership  Agreement
are also included.

Total  revenues  remained  relatively  constant for the  comparable  three month
periods as a $4,000  decrease in rental revenue was more than offset by a $7,000
increase in other income.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner monitors the rental market  environment of its investment  properties to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting  the  Partnership  from increases in expenses.  As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of  inflation-related  increases in expenses by increasing  rents and
maintaining a high overall  occupancy  level.  However,  due to changing  market
conditions,  which  can  result  in the use of  rental  concessions  and  rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At March 31, 2000, the Registrant had cash and cash equivalents of approximately
$325,000 as compared to approximately  $541,000 at March 31, 1999. Cash and cash
equivalents decreased approximately $143,000 for the period ended March 31, 2000
from the Registrant's fiscal year end. The decrease in cash and cash equivalents
is due to  approximately  $207,000  of cash  used in  investing  activities  and
approximately $22,000 of cash used in financing activities,  partially offset by
$86,000  of cash  provided  by  operating  activities.  Cash  used in  investing
activities  consisted of capital  improvements and replacements and net deposits
to restricted  escrow accounts  maintained by the mortgage lender.  Cash used in
financing  activities  consisted of payments of principal  made on the mortgages
encumbering  the  Registrant's  properties.  The Registrant  invests its working
capital reserves in money market accounts.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  The Partnership has no outstanding  amounts due under this line of
credit. Based on present plans, the Managing General Partner does not anticipate
the need to borrow in the near future. Other than cash and cash equivalents, the
line of credit is the Partnership's only unused source of liquidity.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating  needs of the Registrant and to comply with Federal,
state, and local legal and regulatory requirements. Capital improvements planned
for the Partnership's properties are detailed below.

Woods of Inverness: For 2000 the Partnership has budgeted approximately $210,000
for capital improvements at Woods of Inverness consisting primarily of appliance
and flooring replacements,  parking lot and structural improvements. As of March
31, 2000 the property has spent approximately  $123,000 in capital  expenditures
consisting   primarily  of   appliances,   floor  covering   replacements,   air
conditioning  replacements,  major  landscaping,  parking lot  resurfacing,  and
structural   improvements.   These   improvements  were  funded  primarily  from
replacement reserves and operations.  Additional  improvements may be considered
and will depend on the physical condition of the property as well as replacement
reserves and anticipated cash flow generated by the property.

Ralston Place: For 2000 the Partnership has budgeted  approximately $283,000 for
capital  improvements  at Ralston  Place  consisting  primarily  of  appliances,
plumbing,   air  conditioning   and  flooring   replacements,   fencing,   major
landscaping,  recreational  facility,  pool and structural  improvements.  As of
March  31,  2000  the  property  has  spent  approximately  $46,000  in  capital
expenditures consisting primarily of plumbing fixture replacements,  appliances,
and floor covering  replacements.  These improvements were funded primarily from
replacement reserves and operations.  Additional  improvements may be considered
and will depend on the physical condition of the property as well as replacement
reserves and anticipated cash flow generated by the property.

The additional  capital  expenditures will be incurred only if cash is available
from operations or from Partnership  reserves.  To the extent that such budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness  of  approximately  $7,243,000 is amortized  over 360 months with a
balloon  payment of  approximately  $6,618,000 due January 1, 2006. The Managing
General  Partner  will attempt to refinance  such  indebtedness  and/or sell the
properties  prior to such maturity date. If the properties  cannot be refinanced
or sold for a sufficient amount, the Registrant will risk losing such properties
through foreclosure.

The  Partnership  did not make any  distributions  to its partners  during three
months ended March 31, 2000 and 1999. Future cash  distributions  will depend on
the levels of net cash  generated  from  operations,  the  availability  of cash
reserves,  and the  timing of debt  maturities,  refinancings,  and/or  property
sales. The Partnership's distribution policy is reviewed on a semi-annual basis.
There  can  be  no  assurance,  however,  that  the  Partnership  will  generate
sufficient funds from operations, after planned capital expenditures,  to permit
distributions  to its  partners  during  the  remainder  of 2000  or  subsequent
periods.

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  The  plaintiffs  seek  monetary  damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Managing  General  Partner  filed a motion  seeking  dismissal of the
action.  In lieu of  responding  to the  motion,  the  plaintiffs  have filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.  Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a  Stipulation  of  Settlement  settling  claims,  subject to final  court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999.  Prior to the  December  10,  1999  hearing  the  Court  received  various
objections to the settlement,  including a challenge to the Court's  preliminary
approval based upon the alleged lack of authority of class  plaintiffs'  counsel
to enter the settlement.  On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  The
Managing  General  Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibit 27, Financial Data Schedule, is filed as an exhibit to
                  this report.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended March 31, 2000.


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Partnership  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                 CENTURY PROPERTIES FUND XVI

                                 By:     FOX CAPITAL MANAGEMENT CORPORATION
                                         Managing General Partner

                                 By:     /s/Patrick J. Foye
                                         Patrick J. Foye
                                         Executive Vice President

                                 By:     /s/Martha L. Long
                                         Martha L. Long
                                         Senior Vice President and
                                         Controller

                                Date:    May 5, 2000