FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1997


                         Commission File Number 1-13722

                          WHITMAN EDUCATION GROUP, INC.



           New Jersey                                    22-2246554
-------------------------------                      --------------------
(State of other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                       Identification No.)

        4400 Biscayne Boulevard, 6th Floor, Miami, Florida     33137
        ---------------------------------------------------------------
        (Address of principal executive offices)             (Zip Code)

                                 (305) 575-6534
               --------------------------------------------------
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                      Yes     X        No
                             ---

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

         AS OF AUGUST 11,  1997,  THERE WERE  12,678,582  SHARES OF COMMON STOCK
OUTSTANDING.


                                       -1-

<PAGE>



                          WHITMAN EDUCATION GROUP, INC.
                                    FORM 10-Q
                                  JUNE 30, 1997

                                TABLE OF CONTENTS


                                                                        PAGE
                                                                        ----

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.........................................     3
Item 2. Management's Discussion and Analysis of Financial Condition
         and Results of Operations...................................     9



PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.............................    12





                                       -2-

<PAGE>



                         PART 1 - FINANCIAL INFORMATION
ITEM 1.      FINANCIAL STATEMENTS
                 WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                      JUNE 30,             MARCH 31,
                                                                        1997                 1997
                                                                      --------             ---------
                                                                    (UNAUDITED)
<S>                                                                  <C>                     <C>   

ASSETS
Current assets:
Cash and cash equivalents.........................................  $  2,373,881        $   3,853,932
Restricted cash...................................................       511,927              511,927
Accounts receivable, net..........................................    19,255,136           18,159,383
Inventories.......................................................     1,148,361            1,084,124
Deferred income taxes.............................................       853,267              853,267
Other current assets..............................................     1,113,437            1,072,511
                                                                    ------------        -------------

Total current assets..............................................    25,256,009           25,535,144

Property and equipment, net.......................................    10,917,218           10,062,815
Marketable securities.............................................       296,250              296,250
Deferred costs....................................................        63,568               93,567
Deposits and other assets, net ...................................     1,369,451            1,497,495
Goodwill, net.....................................................    10,442,005           10,516,165
Restricted cash -escrow...........................................        16,058               16,058
                                                                    ------------        -------------

                                                                    $ 48,360,559        $  48,017,494
                                                                    ============        =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable..................................................  $  1,922,815        $   2,390,283
Accrued expenses..................................................     2,883,963            2,873,923
Income taxes payable..............................................        26,112               34,816
Short-term notes payable..........................................       900,000                   --
Current portion of capitalized lease obligations..................       973,592            1,040,403
Current portion of long-term debt.................................       296,158              540,565
Deferred tuition revenue..........................................    13,720,687           12,999,348
                                                                    ------------        -------------

Total current liabilities.........................................    20,723,327           19,879,338

Other liabilities.................................................       872,893              921,859
Capitalized lease obligations.....................................     1,780,934            2,013,125
Long-term debt....................................................    10,247,073            9,096,017
Commitments and contingencies
Stockholders' equity:
   Common stock, no par value, authorized 100,000,000 
      shares, issued and outstanding 12,677,582 shares............    20,584,014           20,584,014
   Additional paid-in capital.....................................       671,536              671,536
   Accumulated deficit............................................    (5,509,945)          (4,139,122)
   Treasury stock, 239,694 shares.................................    (1,009,273)          (1,009,273)
                                                                    ------------        -------------
Total stockholders' equity........................................    14,736,332           16,107,155
                                                                    ------------        -------------

                                                                    $ 48,360,559        $  48,017,494
                                                                    ============        =============
</TABLE>


                       See accompanying notes to financial statements.


                                       -3-

<PAGE>



                 WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                           FOR THE THREE MONTHS ENDED JUNE 30,
                                                          ------------------------------------
                                                              1997                    1996
                                                          -----------             ------------
<S>                                                       <C>                    <C>    

Net revenues.....................................        $ 13,440,788            $  11,398,868

Costs and Expenses:
     Instructional and educational support.......           9,490,645                6,910,247
     Selling and promotion.......................           1,956,144                1,482,001
     General and administrative..................           3,134,428                2,613,182
                                                         ------------            -------------

Total costs and expenses.........................          14,581,217               11,005,430
                                                         ------------            -------------

(Loss) income from operations....................          (1,140,429)                 393,438

Interest expense, net............................             230,394                  222,942
                                                         ------------            -------------

(Loss) income before income taxes ...............          (1,370,823)                 170,496

Income tax provision.............................                  --                  (94,479)
                                                         ------------            -------------

Net (loss) income ...............................        $ (1,370,823)           $      76,017
                                                         ============            =============

Net (loss) income per share of common stock......        $      (0.11)           $        0.01
                                                         ============            =============

Average number of common stock and
 common stock equivalent shares 
 outstanding, excluding common stock
 shares held in escrow in 1996...................          12,677,582               13,726,469
                                                         ============            =============


</TABLE>







                 See accompanying notes to financial statements.


                                       -4-

<PAGE>



                 WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                            FOR THE THREE MONTHS ENDED JUNE 30,
                                                           ------------------------------------
                                                              1997                    1996
                                                           -----------             ------------
<S>                                                         <C>                      <C>    

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income ....................................... $ (1,370,823)           $      76,017
Adjustments to reconcile net (loss) income to net
  cash (used in) provided by operating activities:
  Depreciation and amortization..........................      821,507                  631,664
  Bad debt expense.......................................      727,374                  343,446
  Deferred tax provision.................................           --                   39,159
Changes in operating assets and liabilities:
  Accounts receivable....................................   (1,823,127)                 926,102
  Inventories............................................      (64,237)                 (10,883)
  Other current assets...................................      (40,580)                 (79,855)
  Deposits and other assets..............................      (65,454)                (123,617)
  Accounts payable.......................................     (468,796)                  77,240
  Accrued expenses.......................................      143,960                   28,707
  Income taxes payable...................................        1,922                   37,913
  Deferred tuition revenue...............................      721,339               (1,794,922)
  Other..................................................     (180,867)                      --
                                                          -------------           --------------
  Net cash (used in) provided by operating activities....   (1,597,782)                 150,971
                                                          -------------           --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Payments into escrow for acquisition of
  Sanford-Brown College..................................           --                  (32,049)
Purchase of property and equipment.......................   (1,389,917)                (651,850)
                                                          -------------           --------------
Net cash used in investing activities....................   (1,389,917)                (683,899)
                                                          -------------           --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term notes payable...................      900,000                       --
Proceeds from revolving line of credit
  and long-term borrowings...............................    8,651,385                5,642,467
Principal payments on revolving line of credit,
  long-term borrowings and other liability...............   (7,744,736)              (7,829,555)
Principal payments on capitalized lease obligations......     (299,001)                (245,775)
Proceeds from exercise of options and warrants...........           --                  287,833
                                                          -------------           --------------

Net cash provided by (used in) financing activities......    1,507,648               (2,145,030)
                                                          -------------           --------------

Decrease in cash and cash equivalents....................   (1,480,051)              (2,677,958)
Cash and cash equivalents at beginning of year...........    3,853,932                2,762,141
CTU activity for the three-months ended March 31, 1996...           --                  (15,423)
                                                          -------------           --------------
Cash and cash equivalents at end of year................. $  2,373,881            $      68,760
                                                          =============           ==============


</TABLE>

                        Continued on the following page.


                                       -5-

<PAGE>



                 WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) --(CONTINUED)

<TABLE>
<CAPTION>


                                                          FOR THE THREE MONTHS ENDED JUNE 30,
                                                          ------------------------------------
                                                              1997                   1996
                                                          ------------            ------------
<S>                                                        <C>                      <C>   

SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING
AND INVESTING ACTIVITIES:

Equipment acquired under capital leases...............    $       --             $     25,494
                                                          ===========            ============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid.........................................    $   241,054            $    164,436
                                                          ===========            ============
Income taxes paid.....................................    $        --            $    233,057
                                                          ===========            ============

</TABLE>































                 See accompanying notes to financial statements.


                                       -6-

<PAGE>



                         PART I - FINANCIAL INFORMATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



1.   GENERAL

     The accompanying unaudited condensed consolidated financial statements have
been  prepared  in  accordance  with the  instructions  to Form 10-Q and, in the
opinion of the management of the Company, include all adjustments,  which are of
a normal  recurring  nature,  necessary  for a fair  presentation  of  financial
position and the results of operations and cash flows for the periods presented.
However,  the financial  statements do not include all information and footnotes
required for a presentation  in accordance  with generally  accepted  accounting
principles.  These condensed consolidated financial statements should be read in
conjunction  with the  consolidated  financial  statements and the notes thereto
included or  incorporated by reference in the Company's Form 10-K for the fiscal
year ended March 31, 1997. The results of operations for the interim periods are
not  necessarily  indicative of the results of operations to be expected for the
full year.

     The  accompanying  financial  statements  include  the  accounts of Whitman
Education  Group,  Inc.,  and its  wholly-owned  subsidiaries,  which consist of
Ultrasound  Technical  Services,   Inc.   ("Ultrasound   Diagnostic   Schools"),
Sanford-Brown College, Inc. ("Sanford-Brown College"), and MDJB, Inc. ("Colorado
Technical  University").  All intercompany  accounts and transactions  have been
eliminated.

     The Company experiences  seasonality in its quarterly results of operations
as a result of changes in the level of student enrollment. New enrollment in the
Company's  schools  tends to be lower in the first and  second  fiscal  quarters
covering the summer months which are  traditionally  associated with recess from
school,  with the  greatest  seasonal  effect in the second  quarter.  Costs are
generally  not  significantly  affected by the  seasonal  factors on a quarterly
basis.  Accordingly,  quarterly  variations  in  net  revenues  will  result  in
fluctuations in income from operations on a quarterly basis.


2.   ACQUISITION OF HURON UNIVERSITY

     On December  30, 1996,  Colorado  Technical  University  acquired the South
Dakota  operations and certain assets at two campuses of Huron  University.  The
acquisition  was  accounted  for using the purchase  method of  accounting  and,
accordingly,  operations were included in the Company's  Statement of Operations
beginning on January 1, 1997.

     The  following  unaudited  pro forma  information  combines  the results of
operations of Whitman and Huron  University  for the three months ended June 30,
1996 as if the transaction had occurred at April 1, 1996, after giving effect to
certain adjustments including additional rent expense and reductions in interest
and depreciation expense (amounts are in thousands, except per share amounts).

           Net revenues..............  $ 11,967
           Net loss .................  $   (324)
           Loss per common share.....  $  ( .02)



                                       -7-

<PAGE>



3.   DEBT

     On May 21, 1997, the Company's $5.5 million  revolving  credit facility was
increased from $5.5 million to $7.5 million under the same terms and conditions.

     On June 4, 1997,  the  remaining  balance of the $926,421  note payable was
refinanced with the former owner of  Sanford-Brown  College bearing  interest at
12% and secured by equipment, and is payable in monthly installments of interest
of $9,000. The principal balance and all unpaid interest is due on June 3, 1998.

     On June 13, 1997,  the Company  entered into a $1.5 million loan  agreement
with a new lender. Under the terms of this agreement, the Company is required to
draw down the $1.5 million on or before December 12, 1997 and shall pay interest
only  through  July 1998 and  thereafter,  pay monthly  principal  and  interest
installments through June 2002 at prime plus 1.25%.

4.   CONTINGENCIES

     The Company has received final determination letters from the United States
Department of Education ("DOE") on the program reviews conducted by the DOE with
respect to Sanford-Brown College for the federal fiscal years 1993 through 1995.
The  determination  letters  culminate the program review  process  leaving only
payment of the program review liabilities to close the reviews. The Company will
pay all program review  liabilities  within the 45-day period established by the
Department.

     Whitman purchased Sanford-Brown College in December 1994. Accordingly,  the
program reviews relate primarily to activities of the College prior to Whitman's
ownership.   Liabilities  in  the  amount  of  $516,154  were  assessed  against
Sanford-Brown  in the  reviews.  Pursuant  to the  purchase  agreement  by which
Whitman  purchased  Sanford-Brown,   Whitman  is  fully  indemnified  for  these
liabilities by the former owner of Sanford-Brown  College. To date, $500,000 has
already been advanced to Whitman toward payment of these liabilities.

     The Company is a party to routine  litigation  incidental  to its business.
Management does not believe that an adverse result in any or all of such routine
litigation  will  have a  material  adverse  effect on the  Company's  financial
condition or results of operations.


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

     The following  discussion and analysis  should be read in conjunction  with
the  consolidated  financial  statements  of the Company,  the related  notes to
consolidated  financial  statements and Management's  Discussion and Analysis of

                                       -8-

<PAGE>

Financial  Condition  and  Results of  Operations  included   in  the  Company's
Form 10-K for the year  ended  March  31,  1997 and the  condensed  consolidated
financial  statements  and  the  related  notes  to the  condensed  consolidated
financial  statements  included in Item 1 of this Quarterly Report on Form 10-Q.
Except for the historical  matters  contained  herein,  statements  made in this
report are forward  looking and are made pursuant to the safe harbor  provisions
of the Securities  Litigation  Reform Act of 1995.  Investors are cautioned that
forward looking  statements involve risks that may affect the Company's business
and prospects, including economic, competitive,  governmental, and other factors
discussed in this report and in the Company's  filings with the  Securities  and
Exchange Commission.

RESULTS OF OPERATIONS

     The  following  table sets  forth the  percentage  relationship  of certain
statement of operations data to net revenues for the periods indicated:

<TABLE>
<CAPTION>

  
                                                          THREE MONTHS ENDED JUNE 30,
                                                       -------------------------------
                                                           1997               1996
                                                       ------------       ----------
<S>                                                     <C>                  <C>   
                                                                       
     Net revenues...................................     100.0%              100.0%
                                                       ----------         ----------
     Costs and expenses:
        Instruction and educational support.........      70.6                60.6
        Selling and promotional.....................      14.6                13.0
        General and administrative..................      23.3                22.9
                                                       ----------         ----------
     Total costs and expenses.......................     108.5                96.5
                                                       ----------         ----------
     (Loss) income from operations..................      (8.5)                3.5
     Interest expense, net..........................       1.7                 2.0
                                                       ----------         ----------
     (Loss) income before income tax
        provision...................................     (10.2)                1.5
     Income tax provision...........................        --                 0.8
                                                       ----------         ----------

     Net (loss) income..............................     (10.2%)               0.7%
                                                       ----------         ----------

</TABLE>

THREE  MONTHS  ENDED  JUNE 30, 1997  COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1996

     Net revenues  increased  by $2.0 million or 17.9% to $13.4  million for the
three months  ended June 30, 1997 from $11.4  million for the three months ended
June 30, 1996. The increase was primarily due to an increase in average  student
enrollment and tuition  increases.  Student  enrollment  increased 14.0% overall
with the  University  Degree  Division  experiencing  a 39.9%  increase  and the
Associate  Degree  Division  experiencing  a 3.1%  increase.  Tuition  increases
averaged three to five percent.

     The  increase  in student  enrollment  in the  University  Degree  Division
resulted  in  increased  net  revenues  of $1.3  million or 49.3%. This increase



                                       -9-

<PAGE>


was  primarily  due  to  the  opening of a Colorado Technical  University campus
in Denver in October 1996 and the  acquisition  of Huron  University in December
1996.

     The  increase  in  student  enrollment  in the  Associate  Degree  Division
resulted in increased net revenues of $755,000 or 8.6%. The increased enrollment
was  primarily  in the  medical  assisting  programs  offered by the  Ultrasound
Diagnostic Schools.

     Instruction and educational  support  increased by $2.6 million or 37.3% to
$9.5  million for the three months ended June 30, 1997 from $6.9 million for the
three months ended June 30, 1996. As a percentage  of net revenues,  instruction
and educational  support expenses  increased to 70.6% for the three months ended
June 30,  1997 as compared to 60.6% for the three  months  ended June 30,  1996.
These  increases were primarily due to start-up costs  associated  with Colorado
Technical  University's  Denver  campus which was opened in October 1996 and the
acquisition  of Huron  University  in  December  1996 at the  University  Degree
Division. At Huron University, instruction and educational costs as a percentage
of net  revenues  increased  substantially  during  the  summer  session,  which
overlaps with the Company's  first and second fiscal  quarters.  This percentage
increase is primarily a result of the seasonality associated with the operations
of  Huron  University,   a  more  traditional   university  that  experiences  a
significant  decline in tuition  revenue  during the summer.  In  addition,  the
increase is also  attributable to the addition of faculty,  staff and management
to support the increase in student enrollment at the Associate Degree Division.

     Selling and promotional expenses increased by $0.5 million or 32.0% to $2.0
million for the three months ended June 30, 1997 from $1.5 million for the three
months  ended June 30,  1996.  As a  percentage  of net  revenues,  selling  and
promotional expenses increased to 14.6% for the three months ended June 30, 1997
as compared to 13.0% for the three months  ended June 30, 1996.  The increase in
selling and  promotional  expenses was primarily due to increased  marketing and
advertising  costs at the Associate  Degree Division for new programs offered at
the Ultrasound  Diagnostic Schools and to an increase in selling and promotional
costs  at  the  University   Degree  Division  related  to  Colorado   Technical
University's new Denver campus and Huron University.

     General and  administrative  expenses increased by $0.5 million or 19.9% to
$3.1  million for the three months ended June 30, 1997 from $2.6 million for the
three months ended June 30, 1996. As a percentage  of net revenues,  general and
administrative expenses were 23.3% and 22.9%, respectively, for the three months
ended  June  30,  1997  and  June  30,   1996.   The  increase  in  general  and
administrative  expenses was due primarily to an increase in bad debt expense at
the Associate Degree Division due to an increase in student enrollment which has
resulted in increased student account receivable balances.

     The Company  reported a net loss of $1.4  million and net income of $76,000
for the three  months ended June 30, 1997 and 1996,  respectively.  The net loss
for fiscal 1997 was  primarily due to the  investments  made for the addition of
personnel,  the  upgrade  of  equipment  and  facilities,  and the  opening  and
acquisition of new campuses.


                                      -10-

<PAGE>



SEASONALITY

     The Company experiences  seasonality in its quarterly results of operations
as a result of changes in the level of student enrollment. New enrollment in the
Company's  schools  tends to be lower in the first and  second  fiscal  quarters
covering the summer months which are  traditionally  associated with recess from
school,  with the  greatest  seasonal  effect in the second  quarter.  Costs are
generally  not  significantly  affected by the  seasonal  factors on a quarterly
basis.  Accordingly,  quarterly  variations  in  net  revenues  will  result  in
fluctuations in income from operations on a quarterly basis.

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash  equivalents  at June 30,  1997 and March 31,  1997 were $2.4
million and $3.9 million,  respectively.  The Company's working capital totalled
$4.5 million at June 30, 1997 and $5.7 million at March 31, 1997.  In accordance
with DOE regulations, the Company maintained $512,000 in restricted cash at June
30, 1997 and March 31, 1997, for funds to be available for student refunds.

     Net cash of $1.6 million was used for  operating  activities  for the three
months  ended June 30,  1997  compared to net cash of  $151,000  generated  from
operations for the three months ended June 30, 1996.  The $1.7 million  increase
in cash utilized in  operations  was primarily due to a net loss of $1.4 million
for the three months ended June 30, 1997 and an increase in student  receivables
of $1.3 million.

     Net cash of $1.4 million and $684,000 was used for investing activities for
the three  months  ended June 30, 1997 and 1996,  respectively.  The increase of
$706,000  was  primarily  due to an  increase  in capital  expenditures  for the
upgrade and expansion of school facilities.

     Net cash of $1.5 million was provided by financing activities for the three
months  ended June 30,  1997,  an increase of $3.7 million from the three months
ended June 30,  1996.  The increase was  primarily  due to increased  borrowings
necessary  to fund the net loss and capital  expenditures  for the three  months
ended June 30, 1997.

     The Company has bank lines of credit of $2.0  million  expiring in May 1998
and a revolver note  maturing in April 1999 in the amount of $7.5  million.  The
revolver note was increased  from $5.5 million to $7.5 million in March 1997. At
June 30, 1997, the Company had $9.4 million  outstanding and $100,000  available
under these  facilities.  Borrowings  under these  facilities  increased by $1.9
million from the amounts  outstanding  at March 31, 1997.  The amounts  borrowed
under the working capital facility for the three months ended June 30, 1997 were
primarily used for operations and capital expenditures.




                                      -11-

<PAGE>


     As of August 1, 1997,  as a result of new DOE  regulations  (scheduled  for
implementation  on July 1, 1997,  but delayed until August 1), if an institution
is on  reimbursement  for Pell and  campus-based  programs,  then it may also be
required to obtain prior  approval  from the DOE before it may  disburse  and/or
certify a student's eligibility for a Federal Family Education Loan ("FFEL"). In
July 1997, the DOE granted  Sanford-Brown  approval to certify and disburse FFEL
funds  without   obtaining  prior  approval  from  the  DOE.  This  approval  is
conditional  upon  the   demonstrated   ability  of  Sanford-Brown  to  properly
administer  Title IV funds.  In the event the DOE rescinds this approval  status
and  Sanford-Brown,  therefore,  is  required  to obtain  the  pre-approval  for
certification  and/or  disbursement of the FFEL loans described above,  this may
have a  material  adverse  effect  on the cash flow of the  Company.  In such an
event,  the Company  anticipates that it will be able to increase its financings
if necessary; however, there can be no assurance that it will be able to do so.

                           PART II - OTHER INFORMATION

ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K

          (a) EXHIBITS

               10.1  1996 Stock Option Plan, as amended

               11    Computation of Net Income (Loss) Per Share of Common Stock

               27    Financial Data Schedule


          (b) REPORTS ON FORM 8-K

              No  reports  on  Form  8-K  were filed  by the Company  during the
quarter  ended June 30, 1997.

                                   SIGNATURES

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

                                      WHITMAN EDUCATION GROUP, INC.
                                      (Registrant)


Date:  August 13, 1997                /S/  FERNANDO L. FERNANDEZ
                                      -----------------------------------------
                                           FERNANDO L. FERNANDEZ
                                           VICE PRESIDENT - FINANCE, 
                                           CHIEF FINANCIAL OFFICERAND TREASURER

                                      -12-