SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB


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


                For the quarterly period ended December 31, 1999

                         Commission File Number: 0-10707


                              THERMODYNETICS, INC.
        (Exact name of small business issuer as specified in its charter)


             Delaware                                        06-1042505
  (State or other Jurisdiction                           (I.R.S. Employer
of Incorporation or Organization)                        Identification No.)

651 Day Hill Road, Windsor, CT                 06095             860-683-2005
 (Address of Principal Executive Offices)    (Zip Code)       (Telephone Number)


              (Former name, former address and former fiscal year,
                         if changed since last report.)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 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 ___


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.


                Class                            Outstanding at Dec. 31, 1999
      ---------------------------                ----------------------------
      Common stock $.01 Par Value                       13,580,008 Shares


<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES

                                      INDEX

                                                                     Page Number


PART I FINANCIAL INFORMATION

   Item 1.  Financial Statements

            Consolidated Balance Sheet
               December 31, 1999 and March 31, 1999 .....................    3

            Consolidated Statements of Income and Comprehensive
               Income Three Months Ended December 31,
               1999 and 1998 ............................................    4

            Consolidated Statements of Income and Comprehensive
               Income Nine Months Ended December 31,
               1999 and 1998 ............................................    5

            Consolidated Statements of Cash Flows
               Nine Months Ended December 31,
               1999 and 1998 ............................................    6

            Notes to Consolidated Financial Statements ..................   7-8

   Item 2.  Management's Discussion and Analysis ........................   9-10


PART II OTHER INFORMATION

   Item 1.  Legal Proceedings ...........................................   11

   Item 2.  Changes in Securities .......................................   11

   Item 3.  Defaults Upon Senior Securities .............................   11

   Item 4.  Submission of Matters to a Vote of Security Holders .........   11

   Item 5.  Other Information ...........................................   11

   Item 6.  Exhibits and Reports on Form 8-K ............................   11


   SIGNATURE PAGE .......................................................   12


                                       2
<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS

<TABLE>
<CAPTION>
                                                              December 31,      March 31,
                                                                 1999              1999
                                                              (Unaudited)       (Audited)
<S>                                                          <C>             <C>
CURRENT ASSETS
  Cash                                                       $      2,871    $      1,658
  Accounts Receivable, Net                                      1,193,053       1,259,524
  Inventories                                                   1,755,703       1,957,097
  Prepaid Expenses and Other Current Assets                       290,098         267,654
  Deferred Income Taxes                                           100,000         100,000
                                                             ------------    ------------
    Total Current Assets                                        3,341,725       3,585,933
                                                             ------------    ------------

PROPERTY , PLANT AND EQUIPMENT
  Property, Plant and Equipment - At Cost                      10,548,647       9,354,857
  Less: Accumulated Depreciation                                4,963,860       4,768,658
                                                             ------------    ------------
    Property, Plant, and Equipment - Net                        5,584,787       4,586,199
                                                             ------------    ------------

OTHER ASSETS
  Undeveloped Land Held for Investment                            119,666         118,109
  Intangible Assets - Net of Amortization                         106,728         115,683
  Officers' Life Insurance                                      1,324,916       1,243,234
  Investment in Foreign Company                                   100,000         100,000
  Deposits and Other                                               18,306           8,293
  Marketable Equity Securities, at Market                         185,000         185,000
                                                             ------------    ------------
    Total Other Assets                                          1,854,616       1,770,319
                                                             ------------    ------------

TOTAL ASSETS                                                 $ 10,781,128    $  9,942,451
                                                             ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                           $  1,246,022    $  1,249,110
  Accrued Taxes and Expenses                                      160,538         162,131
  Current Portion of Long Term Debt                               341,824         341,109
  Notes Payable - Bank                                          1,160,262       1,513,443
                                                             ------------    ------------

    Total Current Liabilities                                   2,908,646       3,265,793
                                                             ------------    ------------

LONG TERM DEBT                                                  3,071,565       2,194,241
                                                             ------------    ------------

STOCKHOLDERS' EQUITY
  Common Stock, Par Value $.01/Share,
  Authorized 25,000,000 shares, issued 13,580,008 shares
      at 12/31/99 and 13,305,008 shares at 3/31/99                135,800         133,050
    Additional Paid-in Capital                                  5,454,355       5,444,855
  Less:  Treasury Stock, at Cost                                  164,564         320,521
  Less:  Accumulated Other Comprehensive Loss                     259,000         259,000
  Retained Earnings (Deficit)                                    (365,674)       (515,967)
                                                             ------------    ------------
    Total Stockholders' Equity                                  4,800,917       4,482,417
                                                             ------------    ------------

TOTAL LIABILITIES AND                                        $ 10,781,128    $  9,942,451
                                                             ============    ============
  STOCKHOLDERS' EQUITY
</TABLE>

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


                                       3
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
                     FOR THE THREE MONTHS ENDED DECEMBER 31,
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                      1999            1998
                                                                  ------------    ------------
<S>                                                                 <C>             <C>
Net Sales                                                         $  2,564,781    $  2,465,222

Cost of Goods Sold                                                   1,921,875       1,844,943
                                                                  ------------    ------------

Gross Profit                                                           642,906         620,279

Selling, General & Administrative Expenses                             520,178         469,458
                                                                  ------------    ------------

Income From Operations                                                 122,728         150,821
                                                                  ------------    ------------

Other Income (Expense)
     Interest Expense, Net                                             (64,386)        (96,202)
     Realized Loss on Sale of Securities                                   -0-             -0-
     Other - Net                                                         9,144          (4,785)
                                                                  ------------    ------------
     Total Other Income (Expense)                                      (55,242)       (100,987)
                                                                  ------------    ------------

Income Before Income Taxes                                              67,486          49,834

Provision for Income Taxes                                                 -0-             -0-
                                                                  ------------    ------------


Net Income                                                              67,486          49,834

Other Comprehensive Income (Loss), net of tax
      Unrealized holding gains during the period                           -0-          (5,750)
                                                                  ------------    ------------
                                                                           -0-          (5,750)
                                                                  ------------    ------------

Comprehensive Income                                              $     67,486    $     44,084
                                                                  ------------    ------------

Earnings per Share-Basic                                          $        .01             NIL
                                                                  ============    ============

Earnings per Share-Diluted                                                 NIL             NIL
                                                                  ============    ============

Weighted Average Shares Outstanding- Basic                          13,580,277      12,700,091
                                                                  ============    ============
Weighted Average Shares Outstanding- Diluted                        15,589,801      15,137,699
                                                                  ============    ============
</TABLE>


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


                                       4
<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
                     FOR THE NINE MONTHS ENDED DECEMBER 31,
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                        1999           1998
                                                                   ------------    ------------
<S>                                                                <C>             <C>
Net Sales                                                          $  8,159,703    $  7,763,052

Cost of Goods Sold                                                    6,051,230       5,654,260
                                                                   ------------    ------------

Gross Profit                                                          2,108,473       2,108,792

Selling, General & Administrative Expenses                            1,534,404       1,446,651
                                                                   ------------    ------------

Income From Operations                                                  574,069         662,141
                                                                   ------------    ------------

Other Income (Expense)
    Interest Expense, Net                                              (267,393)       (292,731)
    Realized Loss on Sale of Securities                                     -0-        (126,580)
Other - Net                                                                 426)        (24,355)
                                                                   ------------    ------------
    Total Other Income (Expense)                                       (267,819)       (443,666)
                                                                   ------------    ------------

Income Before Income Taxes                                              306,250         218,475

Provision for Income Taxes                                                  -0-             -0-
                                                                   ------------    ------------


Net Income                                                              306,250         218,475

Other Comprehensive Income (Loss), net of tax
    Unrealized holding gains during the period                              -0-         (80,000)
                                                                   ------------    ------------
                                                                            -0-         (80,000)
                                                                   ------------    ------------


Comprehensive Income                                               $    306,250    $    138,475
                                                                   ------------    ------------

Earnings per Share-Basic                                           $        .02    $        .01
                                                                   ============    ============

Earnings per Share-Diluted                                         $        .02    $        .01
                                                                   ============    ============

Weighted Average Shares Outstanding- Basic                           13,460,621      12,665,721
                                                                   ============    ============
Weighted Average Shares Outstanding- Diluted                         16,211,141      15,558,455
                                                                   ============    ============
</TABLE>


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


                                       5
<PAGE>

                      THERMODYNETICS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     FOR THE NINE MONTHS ENDED DECEMBER 31,
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         1999            1998
                                                      -----------    -----------
<S>                                                   <C>            <C>
OPERATING ACTIVITIES:
  Net income                                          $   306,250    $   218,475
         Adjustments to reconcile net income to net
         cash provided by operating activities:
  Re-issuance of treasury stock                             5,000            -0-
  Depreciation and amortization                           204,157        247,901
  Realized loss on sale of securities                         -0-        126,580
  Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable                (3,088)       (89,412)
    Decrease (increase) in prepaid expenses and           (32,493)       (39,920)
        Other assets
    Decrease (increase) in accounts receivable             66,471         53,894
    Decrease (increase) in inventories                    201,394       (425,246)
    Increase (decrease) in accrued expenses                 2,907         16,848
                                                      -----------    -----------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                                          750,598        109,120
                                                      -----------    -----------
INVESTING ACTIVITIES;
  Purchases of property, plant and equipment           (1,193,790)      (258,764)
  Increase in other investments                            (1,557)        (1,516)
  Investment in foreign company                               -0-       (105,092)
  Increase in life insurance premiums receivable          (81,682)      (106,681)
  Sale of marketable securities                               -0-         47,420
                                                      -----------    -----------

NET CASH  (USED IN) INVESTING ACTIVITIES               (1,277,029)      (424,633)
                                                      -----------    -----------

FINANCING ACTIVITIES
  Sale of common stock                                      2,750         22,000
  Principal payments on debt obligations                 (459,370)      (220,939)
  Net proceeds from revolving and term debt               984,264        515,155
                                                      -----------    -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                 527,644        316,216
                                                      -----------    -----------

INCREASE (DECREASE) IN CASH                                 1,213            703

CASH AT BEGINNING OF PERIOD                                 1,658          2,023
                                                      -----------    -----------

CASH AT END OF PERIOD                                 $     2,871    $     2,726
                                                      ===========    ===========
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                       6
<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1: BASIS OF PRESENTATION

     The  financial  information  included  herein is unaudited;  however,  such
information  reflects all  adjustments  (consisting  solely of normal  recurring
adjustments)  which are,  in the  opinion of  management,  necessary  for a fair
statement of results for the interim  period.  Certain  information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles have been condensed or omitted.
The results of operations  for the three and nine months ended December 31, 1999
and  December  31,  1998 are not  necessarily  indicative  of the  results to be
expected for the full year.

NOTE 2: INVENTORIES

     Inventories consist of the following at December 31:

                                                 1999               1998
                                              ----------         ----------
     Raw Materials                            $  885,260         $1,336,239
     Work-in-process                             317,987            299,895
     Finished goods                              552,456            237,532
                                              ----------         ----------
                                              $1,755,703         $1,873,666
                                              ==========         ==========

NOTE 3: EARNINGS PER SHARE

     The  Company  has  adopted  "Statement  of  Accounting  Standards  No. 128,
Earnings per Share" (SFAS 128). Earnings per share for the three and nine months
ended  December 31, 1999 and December 31, 1998 have been  computed in accordance
with this  pronouncement,  based on the weighted  average of outstanding  shares
during the periods.  The weighted  average number of shares  outstanding used in
the calculations are as follows:


<TABLE>
<CAPTION>
                                          Three Months Ended                  Nine Months Ended
                                      Dec. 31, 1999   Dec. 31, 1998    Dec. 31, 1999    Dec. 31, 1998
                                      -------------   -------------    -------------    --------------
<S>                                      <C>             <C>             <C>             <C>
Weighted Average Shares
    Outstanding (Basic)                  13,580,277      12,700,091      13,460,621      12,665,721

Assumed Conversion of Stock Options       2,009,524       2,437,608       2,750,520       2,902,734
                                         ----------      ----------      ----------      ----------

Weighted Average Shares Outstanding
        (Diluted)                        15,589,801      15,137,699      16,211,141      15,558,455
                                         ----------      ----------      ----------      ----------
</TABLE>



                                       7
<PAGE>


NOTE 4: INCOME TAXES

     The Company adopted "Statement of Accounting  Standards No. 109, Accounting
For Income Taxes" (SFAS 109)  effective  April 1, 1994.  The statement  requires
that deferred  income taxes reflect the future tax  consequences  of differences
between the tax bases of assets and  liabilities  and their bases for  financial
reporting purposes. In addition, SFAS 109 requires the recognition of future tax
benefits,  such  as  net  operating  loss  carryforwards,  to  the  extent  that
realization of such benefits are more likely than not.

     The primary components of the Company's deferred tax assets and liabilities
and the related valuation allowance are as follows:

Assets:
  Uniform capitalization adjustment                                   $   1,159
  Net operating loss carryforward                                       326,282
  Other                                                                   6,269
                                                                      ---------
                                                                        333,710
                                                                      ---------
Liabilities:
  Accelerated depreciation                                               (4,620)
                                                                      ---------
                                                                         (4,620)
                                                                      ---------
Net deferred tax asset before valuation allowance                       338,330

Less: Valuation allowance                                              (238,330)
                                                                      ---------
Net deferred tax asset                                                $ 100,000
                                                                      =========


     The Company continually reviews the adequacy of the valuation allowance and
recognizes a benefit from income taxes only when reassessment  indicates that it
is more likely than not that the benefits will be realized.

     At December 31, 1999, the Company had net operating loss  carryforwards  of
approximately  $960,000  expiring  from 2001 to 2007.  In  addition,  unused tax
credits of $144,000 expire in 2001 and are also being carried forward.

NOTE 5: CASH FLOW INFORMATION AND NON CASH INVESTING ACTIVITIES

     The  following  supplemental  information  is  disclosed  pursuant  to  the
requirements of Financial  Accounting Standards Board's "Statement of Accounting
Standards No 95, Statement of Cash Flows".


                                                   9 Months Ended Dec. 31,
                                                     1999          1998
                                                   --------      --------
Cash payments for interest                         $314,793      $292,731
Issuance of common stock to 401(k) plan            $  4,500      $  5,483
Valuation reserve to reflect long-term equity
      securities at market                         $    -0-      $(80,000)


NOTE 6: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

     The  Company  has  adopted  "Statement  of  Accounting  Standards  No. 130,
"Reporting  Comprehensive  Income" (SFAS 130), which  establishes  standards for
reporting and display of comprehensive income and its components (i.e. revenues,
expenses, gains and losses) in a complete set of financial statements. All prior
periods have been restated to conform to the provisions of this statement.



                                       8
<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

               RESULTS OF OPERATIONS

     Net sales for the three months ended December 31, 1999 totaled  $2,564,781,
approximately  $100,000  or 4% higher  than the same  period of the prior  year.
Compared to the second  quarter of the current year,  net sales for the December
1999 quarter decreased by $69,657.  For the nine months ended December 1999, net
sales of  $8,159,703  in the  current  year were about 5% greater  than the 1998
total of $7,763,052.

     The water source heat pump market was adversely affected by several factors
during the current  quarter.  The  continuing  rise in interest rates derailed a
period of constantly increasing housing starts. In addition, subsidies and other
incentive  programs offered by local utility companies to contractors to include
water  source  heat pumps in new  residential  developments  were  discontinued,
effectively reducing order levels for these HVAC systems.

     Cost of goods  sold  aggregated  75% of sales  for both the  three and nine
month  periods of the current year.  For the same periods in fiscal 1999,  these
costs totaled 74% of sales. The average cost of copper and  copper-alloy  tubing
continued to increase  slightly in the current quarter,  following the trend for
the entire fiscal year.  The Company has also added staff in production  support
functions, increasing manufacturing overhead costs. It is likely that additional
manufacturing  technicians  will be hired in the future to further  support  new
product applications.

     Selling,  general and administrative expenses increased by $50,720, or 11%,
in the current quarter as compared to the same period of the prior year. For the
six-month periods, these expenses increased by $87,753 (6%), from fiscal 1999 as
compared to fiscal 2000. These increases reflect additions to staff in the sales
engineering  function,  together  with other cost  increases  for  personnel and
employee related expenses.

     Increases in the prime  lending rate  resulted in higher debt service costs
for both  revolving  and term debt.  In the current  year, a portion of interest
charges  that  relates to an addition  to the  Company's  primary  manufacturing
facility was  capitalized as a cost  component of the project.  During the prior
year,  a realized  loss on the sale of  marketable  securities  occurred  in the
second  quarter,  resulting in a charge to earnings of $126,580.  No  securities
were sold in the current year.

     Net income for the three-month  period increased  slightly from fiscal 1999
to fiscal 2000.  Income from  operations was higher in the prior year due to the
above described factors affecting increases to manufacturing costs. For the nine
months,  net  income  increased  by  $87,775  as a result of the loss on sale of
securities in fiscal 1999.

     The  Company  suffered no  significant  impact from any Year 2000 issues as
comprehensive  testing  of its  information  processing  systems  was  completed
earlier in the year. No major suppliers or customers  reported problems relating
to the shift from December 1999 to January 2000.

               LIQUIDITY AND CAPITAL RESOURCES

     Working capital totaled $324,371 at December 31, 1999, compared to $320,140
at March 31,  1999 and  $425,119  at  December  31,  1998.  During  the  current
nine-month   period,   current  assets   decreased  by  $244,208  while  current
liabilities  decreased  by  $248,442,  resulting  in a net  increase  in working
capital of $4,234.  Inventories were reduced by $201,394, or 10%, from March 31,
1999 as the  Company has  targeted  this area for  special  emphasis  during the
current year. Inventories are expected to remain near this level for the balance
of fiscal  year  2000.  Trade  accounts  receivable  also  decreased  during the
nine-month  period,  primarily as a result of lower sales in the current quarter
as compared to the fourth quarter of fiscal 1999.

     Resources used to fund investing  activities increased from $424,633 during
the prior  year to  $1,277,029  in the nine  months  ended  December  31,  1999.
Construction of a 15,000 square foot addition to the Company's


                                       9
<PAGE>


primary  manufacturing  facility  commenced  in June 1999 and was  substantially
completed by the end of December.  The addition was financed with a construction
loan  from the  Company's  principal  bank.  The  loan  will be  converted  to a
permanent mortgage upon completion of the project. The Company is also investing
in upgrades and enhancements to its production equipment in fiscal 2000.

     During fiscal year 1999 the Company invested  $100,000 in a Belgian company
engaged in the processing of pharmaceutical related products. The investment was
financed with  margined  securities  that suffered  declines in value in concert
with the general stock market decline in September 1998. This resulted in margin
calls  and the  Company  sold a portion  of its  holdings,  recording  a loss of
$126,580 for that period.

     Net cash  provided by  financing  activities  increased  to $527,644 in the
current  year  compared to $316,216 in fiscal  1999.  Borrowings  to finance the
building addition totaled $984,264,  however a significant decrease was realized
in the balance  outstanding  under the revolving  loan  facility.  Reductions in
inventory  and other  current  assets  reduced  borrowings  for working  capital
requirements.  During the prior  year,  an  increase  in  inventories  supported
customer requirements, which was financed through advances against the revolving
line of credit.

     Inflation  and other cost  increases  continue  to play a minor role in the
Company's day to day  operations.  Improvements to  manufacturing  processes and
procedures  coupled with small price  increases in purchased  goods and services
have enabled the Company to maintain its current cost structure.  As the Company
continues its conversion to cellular manufacturing,  further cost reductions are
anticipated  which should offset future  effects of inflation for the balance of
the fiscal year.  Further,  upon  completion of the building  addition,  certain
operations will be relocated from an adjacent facility,  which are also expected
to improve efficiencies and lower manufacturing costs.

               FORWARD LOOKING STATEMENTS

     This report  contains  certain  forward-looking  statements  regarding  the
Company,  its business  prospects and results of operations  that are subject to
certain  risks and  uncertainties  posed by many  factors  and events that could
cause the  Company's  actual  business,  prospects  and results of operations to
differ  materially  from those that may be anticipated  by such  forward-looking
statements.  Factors that may affect such  forward-looking  statements  include,
without limitation: the Company's ability to successfully and timely develop and
finance new projects,  the impact of competition on the Company's revenues,  and
changes in unit prices,  supply and demand for the Company's tubing product line
especially in applications  serving the  commercial,  industrial and residential
construction industries.

     When used, words such as "believes,"  "anticipates,"  "expects,"  "intends"
and similar expressions are intended to identify forward-looking statements, but
are not the exclusive means of identifying forward-looking  statements.  Readers
are cautioned not to place undue reliance on these  forward-looking  statements,
which  speak  only as of the date of this  report.  The  Company  undertakes  no
obligation to revise any  forward-looking  statements in order to reflect events
or  circumstances  that may subsequently  arise.  Readers are urged to carefully
review and consider the various  disclosures made by the Company in this report,
news  releases,  and  other  reports  filed  with the  Securities  and  Exchange
Commission  that attempt to advise  interested  parties of the risks and factors
that may affect the Company's business.


                                       10
<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES


                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

         There are no material legal proceedings known or threatened against the
Company.

Item 2. Change in Securities.

     No class of  registered  securities  of the  Company  have been  materially
modified,  and no class of registered securities have been materially limited or
qualified by the issuance or  modification  of any other class of  securities of
the Company.

Item 3.  Defaults Upon Senior Securities.

     There have been no defaults of any terms of the Company's securities.

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

     No  matters  were  submitted  to a vote of the  Securities  Holders  of the
Company during the quarterly period for which this report is filed.

Item 5.  Other Information.

     None

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

     (a)  No Exhibits have been submitted with this report

     (b)  No reports on Form 8-K were filed  during the  quarter  for which this
          report is filed.



                                       11
<PAGE>


                      THERMODYNETICS, INC. AND SUBSIDIARIES


                                 SIGNATURE PAGE


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



                                    THERMODYNETICS, INC.



   Date: February 11, 2000          By:      /s/  Robert A. Lerman
                                           -------------------------------------
                                           Robert A. Lerman
                                           President


   Date: February 11, 2000          By:      /s/  Robert I. Lieberman
                                           ------------------------------------
                                           Robert I. Lieberman
                                           Treasurer and Chief Financial Officer