U.S. SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549

                                Form 10 - QSB

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

      For quarterly period ended March 31,1999

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

            For the transition period from --------- to --------- 

                         Commission File No. 0-11184

                        NORTH EAST INSURANCE COMPANY
         (Name of small business issuer as specified in its charter)

                Maine                                01-0278387
   (State or other jurisdiction of                (I.R.S employer
   incorporation or organization)              identification number)

                  482 Payne Road, Scarborough, Maine 04074
                 ( Address of principal executive offices )

                               (207) 883-2232
                         (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 issuer was required to file such reports), and 
(2) has been subject to such filing requirements for the past 90 days.
                           Yes   [X]      No   [ ]

As of May 7, 1999 there were 3,049,089 outstanding shares of Common Stock, 
$1.00 par value, the only authorized class of the issuer.

Transitional Small Business Disclosure Format:    Yes   [ ]      No   [X]


                        NORTH EAST INSURANCE COMPANY
                              AND SUBSIDIARIES

                                    INDEX
                                    -----

Part I. - Financial Information

      Item 1 - Financial Statements

               Consolidated Balance Sheet 
               As of March 31,1999                                       3
               Consolidated Statements of Operations and
               Comprehensive Income for the 
               Three Months Ended March 31,1999 and 1998                 4

               Consolidated Statements of Cash Flows for the
               Three Months Ended March 31,1999 and 1998                 5

               Notes to Consolidated Financial Statements                7

               Management's Discussion and Analysis of 
               the Financial Condition and Results of Operations         9

Part II - Other Information

      Item 5 - Other Information                                        13

      Item 6 - Exhibits and Reports on Form 8-K                         15


Item 1. FINANCIAL INFORMATION
-----------------------------

                North East Insurance Company and Subsidiaries
                         Consolidated Balance Sheet
                            As of March 31, 1999

<TABLE>
<CAPTION>
                                                                    1999
                                                                    ----
<S>                                                             <C>
ASSETS
  Investments:
    Fixed maturities available for sale, at
     fair value (amortized cost $13,841,644)                    $14,142,430
    Equity securities available for sale, 
     at fair value (cost $616,374)                                  626,667
    Short-term investments                                        1,965,480
                                                                -----------
      Total investments                                          16,734,577
  Reinsurance (loss and loss adjustment expense
   reserves and paid recoverables)                                2,709,001
  Premium balances receivable                                     6,363,691
  Reinsurance balances receivable                                 1,593,392
  Deferred policy acquisition costs                               1,892,979
  Cash                                                              280,952
  Prepaid reinsurance premiums (ceded unearned premium)             775,581
  Investment income due and accrued                                 235,792
  Property and equipment, net of accumulated depreciation           242,758
  Deferred tax asset                                              1,949,150
  Prepaid federal income tax                                          9,242
  Other assets                                                      104,832
                                                                -----------
      Total Assets                                              $32,891,947
                                                                ===========

LIABILITIES
  Losses and loss adjustment expenses                           $12,650,123
  Unearned premiums                                               8,527,875
  Reinsurance balances payable                                      893,549
  Reserve for unpaid expenses                                       644,451
  Book overdraft                                                    372,654
  Other liabilities                                                  82,984
                                                                 ----------
      Total Liabilities                                          23,171,636

SHAREHOLDERS' EQUITY
  Common stock $1.00 par value, authorized 
   12,000,000 shares, issued 3,049,089
   and outstanding  shares                                        3,049,089
  Additional paid-in capital                                      6,407,132
  Accumulated other comprehensive income                            205,312
  Accumulated retained earnings                                      58,778
                                                               ------------
      Total Shareholders' Equity                                  9,720,311
                                                               ------------
      Total Liabilities and Shareholders' Equity                $32,891,947
                                                               ============
</TABLE>

The accompanying notes are an integral part of the consolidated financial 
statements.

                North East Insurance Company and Subsidiaries
    Consolidated Statements of Operations and Comprehensive Income (Loss) 
                    for the Three Months ended March 31,

                    Consolidated Statements of Operations
                    -------------------------------------

<TABLE>
<CAPTION>
                                                    1999            1998
                                                    ----            ----

<S>                                              <C>             <C>
Revenues:
  Premiums earned                                $3,763,399      $3,021,357
  Premiums ceded                                    673,792         482,400
                                                 --------------------------
      Net premiums earned                         3,089,607       2,538,957
  Net investment income                             185,039         223,763
  Realized capital gains                              3,304          33,192
                                                 --------------------------
      Total revenues                              3,277,950       2,795,912
Expenses:
  Losses and loss adjustment expenses             2,614,489       2,644,689
  Reinsurance recoveries                            (51,520)       (166,513)
                                                 --------------------------
      Net losses and loss adjustment expenses     2,562,969       2,478,176
  Underwriting expenses incurred                  1,434,279       1,078,492
                                                 --------------------------
      Total expenses                              3,997,248       3,556,668
                                                 --------------------------

Income (loss) before provision for
  income taxes                                     (719,298)       (760,756)

Provision (credit) for income taxes                (245,685)       (269,942)
                                                 --------------------------

Net income (loss)                                $ (473,613)     $ (490,814)
                                                 ==========================

Net income (loss) per common share:
  Basic                                          $    (0.16)     $    (0.16)
                                                 ==========================
  Diluted                                        $    (0.15)     $    (0.16)
                                                 ==========================
</TABLE>

           Consolidated Statements of Comprehensive Income (Loss)

<TABLE>
<CAPTION>
                                                    1999            1998
                                                    ----            ----

<S>                                              <C>             <C>
Net income (loss)                                $(473,613)      $(490,814)
Other comprehensive income (loss), 
 net of income tax:
  Change in unrealized appreciation
   (depreciation) of securities (tax credit 
   1999 - $32,425; 1998 - $877)                    (59,639)         31,490
  Reclassification adjustment for gains
   included in net income (tax expense 
   (credit) 1999 - $ 0; 1998 - $ 0)                 (3,304)        (33,192)
                                                 -------------------------

Comprehensive income (loss)                      $(536,556)      $(492,516)
                                                 =========================
</TABLE>

The accompanying notes are an integral part of the consolidated financial 
statements.

                North East Insurance Company And Subsidiaries
                    Consolidated Statements of Cash Flows
                    for the Three Months ended March 31,

<TABLE>
<CAPTION>
                                                    1999           1998
                                                    ----           ----

<S>                                              <C>             <C>
Cash flow from operating activities:
  Insurance premium received                     $3,474,978      $3,472,758
  Loss and loss adjustment expenses paid         (2,866,964)     (1,396,176)
  Operating expenses paid                        (1,640,340)     (1,122,195)
  Investment income received                        199,669         213,416
                                                 --------------------------
      Net cash provided by 
       (used) in operating activities              (832,657)      1,167,803
                                                 --------------------------

Cash flows from investing activities:
  Fixed maturities available for sale, sold       2,382,898       2,065,995
  Fixed maturities available for sale,
   purchased                                       (984,100)     (1,997,344)
  Equity securities available for sale,
   purchased                                       (114,746)        (41,485)
  Purchase of furniture, fixtures and
   equipment                                        (22,571)         (2,755)
                                                 --------------------------
      Net cash provided by investing
       activities                                 1,261,481          24,411
                                                 --------------------------

Cash flows from financing activities:
  Increase (decrease) in book overdraft             (20,081)        314,437
                                                 --------------------------
  Net cash provided by
   (used) in financing activities                   (20,081)        314,437
                                                 --------------------------

  Net increase in cash, and short-term
   investments                                      408,743       1,506,651
  Cash and short-term investments at
   beginning of year                              1,837,689       3,772,738
                                                 --------------------------
  Cash and short-term 
   investments at end of period                  $2,246,432      $5,279,389
                                                 ==========================
</TABLE>

The accompanying notes are an integral part of the consolidated financial 
statements.


                North East Insurance Company And Subsidiaries
                 Consolidated Reconciliation of Cash Used In
                  Operating Activities to Net Income (Loss)
                    for the Three Months ended March 31,

<TABLE>
<CAPTION>
                                                     1999            1998
                                                 --------------------------

<S>                                               <C>             <C>
Net income (loss)                                 $(473,613)      $ (490,814)

Decrease in net premium and ceded
 reinsurance balances                               237,437          535,646
Increase in unearned premium reserve                147,934          398,155
Increase (decrease) in net loss and loss 
 adjustment expense reserve                        (303,995)       1,082,000
Decrease (increase) in investment income 
 due and accrued                                     14,630          (10,347)
Increase in deferred tax asset                     (245,685)        (269,942)
Increase in deferred policy
 acquisition costs                                  (36,749)         (69,332)
Decrease in expense accruals                       (219,325)         (36,795)
Amortization of bond premium, net                    20,218           15,069
Depreciation and amortization expense                29,795           48,031
Gain on investment activities                        (3,304)         (33,868)
                                                  --------------------------
Net cash provided by
 (used) in operating activities                   $(832,657)      $1,167,803
                                                  ==========================
</TABLE>

The accompanying notes are an integral part of the consolidated financial 
statements.


                North East Insurance Company and Subsidiaries

                 Notes to Consolidated Financial Statements

                               March 31, 1999

1. Basis of Presentation
   ---------------------

The condensed financial statements included herein have been prepared by 
the Registrant, without audit, pursuant to the rules and regulations of the 
Securities and Exchange Commission. Certain information and footnote 
disclosure normally included in financial statements prepared in accordance 
with generally accepted accounting principles have been condensed or 
omitted pursuant to such rules and regulations, although the Registrant 
believes that the disclosures which are made are adequate to make the 
information presented not misleading, particularly when read in conjunction 
with the financial statements and the notes thereto included in the 
Registrant's latest annual report on Form 10-KSB. In Management's opinion, 
the attached interim financial statements reflect all adjustments which are 
necessary for a fair statement of the results for the periods presented.

2. Accounting Pronouncements Adopted
   ---------------------------------

On January 1, 1999, the Company adopted Statement of Position ("SOP") 97-3, 
" Accounting by Insurance and Other Enterprises for Insurance-Related 
Assessments" which provides guidance on accounting for insurance-related 
assessments. The adoption of SOP 97-3 did not  have a material impact on North 
East's results of operation, liquidity or financial position. 

On January 1, 1999, the Company adopted SOP 98-7, "Deposit Accounting: 
Accounting for Insurance and Reinsurance Contracts That Do Not Transfer 
Insurance Risk", which provides guidance on applying the deposit method of 
accounting to insurance and reinsurance contracts that do not transfer 
insurance risk. The adoption of SOP 98-7 did not have a material impact on 
North East's results of operation, liquidity or financial position.

3. Earnings per Share
   ------------------

Earnings per share are computed in accordance with the provisions of  FAS 
No. 128 "Earnings Per Share" ("EPS") which requires the dual presentation 
of basic and diluted earnings per share. Basic EPS is computed by dividing 
net income available to common stockholders by the weighted average number 
of common shares outstanding. The weighted average number of shares 
outstanding used to calculate basic EPS was 3,049,089 and 3,046,842 in 1999 
and 1998, respectively. The weighted average number of shares outstanding 
used to calculate diluted EPS was 3,146,011 and 3,134,211 in 1999 and 1998, 
respectively.  Diluted EPS is computed by dividing net income available to 
common stockholders by the weighted average number of common shares 
outstanding while giving effect to all dilutive potential common shares 
outstanding. The difference between basic and diluted shares used to 
calculate EPS is the dilutive effect of stock options. Net income used to 
calculate basic and diluted EPS was identical.

4. Reinsurance
   -----------

During the first quarter of 1999, the Company endorsed the aggregate 
coverage provided under its first layer excess of loss treaty for the 1999 
calendar. The revision encompased premium rate, coverage period and 
attachment point for the experience rated premium adjustment. Effective for 
the coverage period January1, 1999 to March 31, 1999, the Company incurred 
$312,500 in reinsurance premium cost for coverage in the event that the 
Company's ratio of net losses and allocated loss adjustment expenses 
incurred to net premiums earned, before giving effect to this reinsurance 
arrangement, exceeded 75%. This contract did not meet the requirements of 
Statement of Financial Accounting Standards No. 113, "Accounting and 
Reporting for Reinsurance of Short-Duration and Long-Duration Contracts", 
and is being accounted for following the guidance of SOP 98-7. At March 31, 
1999, the Company's deposit liability recorded in its Consolidated Balance 
Sheet was $ 62,500.

5. Litigation
   ----------

A former executive (Mr. Koren) has asserted employment-related claims against
the Company under an Employment Continuity Agreement and for alleged 
discrimination on the basis of age, religion, and disability.  The Employment 
Continuity claim is for special severance compensation of approximately 
$170,000 plus continuation of certain benefits; no amount of damages has been 
specified on the discrimination claims.  The Company has denied liability, 
and management has stated an intention to defend vigorously against any claims
that Mr. Koren may bring.

6.  Merger Agreement
    ----------------

The Company has entered into an Agreement and Plan of Merger, dated as of 
March 16, 1999, with Motor Club of America.  The agreement provides for a 
merger by which NEIC would become a wholly-owned subsidiary of Motor Club.  
Consummation of the merger is subject to various conditions, including 
approval of the transaction by shareholders of both NEIC and Motor Club and 
receipt of insurance regulatory approvals in Maine and New York.  In its 
Maine regulatory filing, Motor Club has stated an intention to contribute at
least $2 million of additional capital to NEIC upon consummation of the merger.

                North East Insurance Company and Subsidiaries

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

Three Months Ended March 31, 1999
---------------------------------

Gross (direct plus assumed) premiums earned for the three months ended 
March 31,1999 amounted to $3,763,399 representing a growth of 24.6% over 
the $3,021,357 recorded in the first three months of 1998. This increase
reflects substantial increased premium volume in the third and fourth
quarters of 1998 from our new personal automobile insurance program 
("AutoMatic"), introduced late in the second quarter of 1998. Net premiums 
written amounted to $3,237,541 for the three months ended March 31, 1999 
compared with $2,937,112 for the three months ended March 31, 1998. 

During the first quarter of 1999, the Company endorsed  the aggregate coverage 
provided under its first layer excess of loss treaty for the 1999 calendar. 
The revision encompassed premium rate, coverage period and attachment point 
for the experience rated premium adjustment. Effective for the coverage 
period January 1, 1999 to March 31, 1999, the Company incurred $312,500 in 
reinsurance premiums for coverage in the event that the Company's ratio of 
net losses and allocated loss adjustment expenses incurred to net premiums 
earned, before giving effect to this reinsurance arrangement, exceeded 75%. 
This contract did not meet the requirements of Statement of Financial 
Accounting Standards No. 113, "Accounting and Reporting for Reinsurance of 
Short-Duration and Long-Duration Contracts", and is being accounted for 
following the guidance of SOP 98-7. At March 31, 1999, the Company's 
deposit liability recorded in its Consolidated Balance Sheet was $62,500.

Net premiums earned for the three  months ended March 31, 1999 and 1998 
amounted to $3,089,607 and $2,538,957, respectively, an increase of 21.6%,
due principally to AutoMatic.

Loss and loss adjustment expense represented 82.9% and 97.6% of net earned 
premium for the three months ended March 31, 1999 and 1998, respectively. 
Typically the loss and loss adjustment expense ratios in the first quarter 
are significantly higher than the second and third quarters; the fourth 
quarter normally exhibits a ratio higher than the second and third quarters 
but lower than the first quarter. The higher than normal loss and loss 
adjustment expense ratio experienced in 1998 was attributable to the ice 
storm which paralyzed much of southern Maine for more than 10 days and 
several lessor publicized snowstorms. 

Underwriting expenses incurred represented 44.3% and 36.7% of net premiums 
written for the three months ended March 31, 1999 and 1998, respectively. 
Expenses for the first quarter of 1999 include one time expenses associated 
with the proposed pending merger of approximately $100,000 or three 
percentage points when expressed as a percent of net written premium. 

Gross investment income amounted to $230,224 for the three months ended 
March 31, 1999 compared with $273,763 for the three months ended March 31, 
1998. The return on fixed maturities, based on amortized cost, before 
expenses was 6.7% for both three month periods ended March 31, 1999 and 
1998. The lower return in 1999 reflects a lower level of total invested 
assets and a decline in short term money rates for the periods under 
comparison.

Net loss for the three months ended March 31, 1999 amounted to $473,613 or 
$0.16 per share compared with a net loss of $490,814 or $0.16 per share for 
the three months ended March 31, 1998.

Shareholders' equity at March 31, 1999 amounted to $9,720,311 or $3.19 per 
share compared with $10,256,867 or $3.36 per share at December 31, 1998. 

Liquidity and Capital Resources
-------------------------------

Cash used by operating activities amounted to $832,657 for the three months 
ended March 31, 1999 compared with cash provided by operating activities of 
$1,167,803 for the three months ended March 31, 1998. Cash flow for the 
first quarter of 1998 included receipt of approximately $2,450,000 due the 
Company under its reinsurance treaties.  Cash provided by investing 
activities amounted to $1,261,481 and $24,411 for the three months ended 
March 31, 1999 and 1998, respectively. 

The fair value of the Company's fixed maturities available for sale was 
$300,786 more than the amortized cost at March 31,1999 compared with 
$425,187 more than amortized cost at December 31,1998. During the first 
quarter of 1999 and 1998 the Company used $114,746 and $41,485, 
respectively for the purchase of equity securities. 

The Company maintains short-term investments to provide a cash resource 
should the demands from operations exceed incoming cash flow. Short-term 
investments amounted to $1,965,480 at March 31, 1999 compared with 
$1,526,752 at December 31, 1998. The Company believes that this level is 
sufficient to meet any unanticipated cash demands. 

YEAR 2000 ISSUES

North East has substantially completed its review of internal systems
and believes such systems to be Y2K compliant. NEIC is still in the process
of contacting its independent agents and key vendors to ascertain their 
status relative to Y2K issues; the Company expects to have completed this
process by July 1, 1999.

The Company does not yet have a contingency plan for Y2K-related disruptions
in its systems. It expects to complete such a plan by the fourth quarter of
1999.

The Company estimates that the cost of upgrading its information processing 
systems (over and above normal systems maintenance costs) did not exceed 
$1,000,000 from 1995 through the date of substantial completion of the 
upgrade. This upgrade was motivated primarily by factors other than Y2K 
compliance. The Company estimates its additional expenditures for Y2K 
compliance will not exceed $100,000. 

No assurance can be given that the Company will be fully Y2K compliant by 
the dates required. However, based on current information, the Company 
believes that the effects of any noncompliance will not be material to the 
overall operations of the Company.

Forward-Looking Information
---------------------------

From time to time, NEIC publishes information that includes forward-looking 
statements, as defined in Section 21E of the Securities Exchange Act of 
1934. This "Management's Discussion and Analysis" section of this Form 10-
QSB contains forward-looking statements, such as estimates of future 
revenue growth and estimates of costs and implementation dates associated 
with Y2K compliance efforts.

The Company cautions readers that numerous factors beyond NEIC's control 
could cause projected revenue growth to differ materially from the levels 
reflected in these forward-looking statements, including changes in the 
changes in the pricing of competing policies, consolidation among insurance 
agents, and changes in consumer preferences. Factors that could cause Y2K-
related costs to exceed expectations include the failure of agents and 
outside vendors to cooperate with NEIC compliance efforts and unanticipated 
problems with systems believed to be Y2K compliant.


                North East Insurance Company and Subsidiaries

Part II: OTHER INFORMATION
--------------------------

Item 1.  Legal Proceedings

By letter from his counsel dated March 17, 1999, an executive officer 
(Samuel M. Koren) gave notice of termination of his employment, asserting a 
claim against NEIC for approximately $170,000 of special severance 
compensation under an Employment Continuity Agreement, plus continuation of 
certain benefits.  Mr. Koren later stated an intention to file claims for 
unlawful discrimination against him on the basis of age, religion, and 
disability; he has not specified an amount of damages as to these 
discrimination claims.  The Company has denied liability on all asserted 
claims.  To date no litigation or arbitration has been commenced.  Under an 
Agreement and Plan of Merger dated as of March 16, 1999 between NEIC and 
Motor Club of America, the Company generally may not settle claims in 
excess of $40,000 or pay additional severance compensation without the 
consent of Motor Club.  Management of NEIC has stated an intention to 
defend vigorously against any claims that Mr. Koren may bring.

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

Item 5. Other Information


As previously reported, NEIC executed an Agreement and Plan of Merger, 
dated as of March 16, 1999, with Motor Club of America.  Motor Club is an 
insurance holding company located in Paramus, New Jersey.  Motor Club's 
common stock is publicly traded on the NASDAQ Stock Market, under the 
symbol "MOTR".  The agreement provides for a merger by which NEIC would 
become a wholly-owned subsidiary of Motor Club.  For each share of NEIC 
stock, a NEIC shareholder may elect to receive (a) $3.30 in cash, (b) 
0.19048 shares of Motor Club stock, or (c) a combination of cash and stock.  
If the NEIC shareholders in the aggregate elect to exchange more than 50% 
of their shares for MOTR stock, the elections will be ratably reduced to 
50%.  Consummation of the merger is subject to various conditions, 
including receipt of shareholder approval and insurance regulatory 
approvals.

As previously reported, NEIC executed an Agreement and Plan of Merger, 
dated as of March 16, 1999, with Motor Club of America.  Motor Club is an 
insurance holding company located in Paramus, New Jersey.  Motor Club's 
common stock is publicly traded on the NASDAQ Stock Market, under the 
symbol "MOTR".  The agreement provides for a merger by which NEIC would 
become a wholly-owned subsidiary of Motor Club.  For each share of NEIC 
stock, a NEIC shareholder may elect to receive (a) $3.30 in cash, (b) 
0.19048 shares of Motor Club stock, or (c) a combination of cash and stock.  
If the NEIC shareholders in the aggregate elect to exchange more than 50% 
of their shares for MOTR stock, the elections will be ratably reduced to 
50%.  Consummation of the merger is subject to various conditions, 
including receipt of shareholder approval and insurance regulatory 
approvals.

In a letter dated April 23, 1999, the Maine Bureau of Insurance notified 
NEIC that its total investments in subsidiaries and common stocks as of 
December 31, 1998 exceeded a statutory diversification threshold.  Under 
Section 1106(2) of the Maine Insurance Code, an insurer "may not invest in 
aggregate amount in excess of surplus as to policyholders in [specified 
investments, including subsidiaries and common stocks]."  The Bureau also 
expressed concern over the Company's year-end Risk Based Capital ratio of 
271%, which is approaching a regulatory threshold that would require the 
filing of a plan to address capital issues.  In its response dated April 
30, 1999, management stated that NEIC's investment activities during 1998 
complied with applicable diversification requirements.  The Company listed 
three steps that it was taking to address capital issues in 1999:  (1) 
Motor Club of America has stated its intention to invest at least $2 
million of new capital in NEIC upon consummation of the contemplated merger 
transaction; (2) NEIC expects to receive an intercompany dividend in 1999 
from its principal subsidiary (American Colonial Insurance Company) of just 
under $0.5 million, pending approval from the New York Insurance 
Department; and (3) the Company has suspended further purchases of common 
stock for its investment portfolio.  Management expects that statutory 
limits on investment policies will not materially affect the Company. 

Item 6. Exhibits and Reports on Form 8 - K

a) Exhibits

      27    Financial Data Schedules

b) Reports on Form 8-K

The Company filed a Form 8-K report on January 27, 1999, regarding a 
non-binding agreement in principle for Motor Club of America to acquire NEIC 
through a merger.  The Company filed a Form 8-K report on March 19, 1999, 
regarding execution of an Agreement and Plan of Merger dated as of 
March 16, 1999 with Motor Club.


                North East Insurance Company and Subsidiaries
                                 Form 10-QSB
                                Exhibit Index


Exhibit
Number      Description                      Page
-------------------------------------------------
27          Financial Data Schedules           17

                North East Insurance Company and Subsidiaries

                                 SIGNATURES

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

                                    North East Insurance Company

Date: May 14, 1999               By      /S/Robert G. Schatz
                                         Robert G. Schatz
                                  President and Chief Executive Officer

Date: May 14, 1999               By      /S/Graham S. Payne
                                         Graham S. Payne
                                  Treasurer and Chief Financial Officer