UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB
(Mark One)

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

           For the quarterly period ended March 31, 2003

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

           For the transition period from _________________ to _________________


                        Commission file number 010-10549
                                               ---------

                                 TVI CORPORATION
        (Exact name of small business issuer as specified in its charter)

            Maryland                                       52-1085536
            --------                                       ----------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


7100 Holladay Tyler Road, Glenn Dale, MD  20769
-----------------------------------------------
(Address of principal executive offices)

(301) 352-8800
--------------
(Issuer's telephone number)

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

<PAGE>

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

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 26,999,336 as of April 21, 2003.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X ]

     .

                         PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.  Please see the following financial statements.




















<PAGE>

TVI CORPORATION
STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2003 and 2002.
Unaudited
                                                       2003            2002
                                                   ------------    ------------

NET SALES                                          $  5,654,450    $  1,353,818

COST OF SALES                                         2,474,643         727,540
                                                   ------------    ------------

GROSS PROFIT                                          3,179,807         626,278

GROSS PROFIT % OF NET SALES                                56.2            46.3

SELLING, GENERAL AND ADMINISTRATIVE  EXPENSES         1,341,516         414,223
                                                   ------------    ------------

OPERATING INCOME                                      1,838,291         212,055
                                                   ------------    ------------

OTHER INCOME (EXPENSE)
Interest income                                           5,287             639
Interest expense                                            (82)         (3,397)
Other income(expense)                                         0           1,834
                                                   ------------    ------------
Total other income(expense)                               5,205            (924)
                                                   ------------    ------------

INCOME BEFORE INCOME TAXES                            1,843,496         211,131

PROVISION FOR INCOME TAX EXPENSE(See note 2)            713,185               0
                                                   ------------    ------------
NET INCOME                                         $  1,130,311    $    211,131
                                                   ============    ============

NET INCOME AS A % OF SALES                                 20.0            15.6

BASIC EARNINGS PER COMMON SHARE                    $     0.0418    $     0.0085
BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING                                          27,063,046      24,878,715

DILUTED EARNINGS PER COMMON SHARE                  $     0.0382    $     0.0076
DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES
AND EQUIVALENTS OUTSTANDING                          29,552,280      27,848,556


<PAGE>
<TABLE>
<CAPTION>

TVI CORPORATION
BALANCE SHEETS
March 31, 2003 and 2002
and December 31, 2002
                                                        Unaudited     As Restated       Unaudited
                                                        March 31,    December 31,       March 31,
ASSETS                                                       2003            2002            2002
                                                     ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>
    CURRENT ASSETS
       Cash and cash equivalents                     $  1,275,504    $  1,614,657    $    490,751
       Accounts receivable less allowance for
       doubtful accounts ( 2003-$119,359 2002-$0 )      5,163,345       2,963,598       1,178,122
       Inventories                                      1,615,429         886,700         790,870
       Deferred Taxes(see note 2)                         644,815       1,358,000
       Prepaid Expenses & Other Current Assets             83,974         111,515          60,653
                                                     ------------    ------------    ------------
              Total Current Assets                      8,783,067       6,934,470       2,520,396
                                                     ------------    ------------    ------------

    PROPERTY,PLANT AND EQUIPMENT
       Property,Plant and Equipment,net                   430,783         152,490         179,878
                                                     ------------    ------------    ------------

    OTHER ASSETS
       Patents,net                                         97,522          89,000          55,291
       Other Assets                                        23,942          23,941          42,538
                                                     ------------    ------------    ------------
             Net Other Assets                             121,464         112,941          97,829

TOTAL ASSETS                                         $  9,335,314    $  7,199,901    $  2,798,104
                                                     ============    ============    ============

LIABILITIES & STOCKHOLDERS' EQUITY
    CURRENT LIABILITIES
       Notes Payable and Accrued Interest            $    191,967
       Current Portion of Long Term Debt                    6,130
       Accounts Payable                                 1,296,563         579,562         360,107
       Accrued Liabilities                                572,538         302,437         256,123
                                                     ------------    ------------    ------------
            Total Current Liabilities                   1,869,101         881,999         814,327
                                                     ------------    ------------    ------------

    Long Term Debt,net of current portion                   8,570
                                                     ------------    ------------    ------------
TOTAL LIABILITIES                                       1,869,101         881,999         822,897
                                                     ------------    ------------    ------------

       COMMITMENTS

STOCKHOLDERS' EQUITY
       Stock                                              309,451         322,237         299,421
       Additional Paid in Capital                      12,406,966      12,376,180      12,275,621
       Accumulated Deficit                             (5,250,204)     (6,380,515)    (10,599,834)
                                                     ------------    ------------    ------------
TOTAL STOCKHOLDERS' EQUITY                              7,466,213       6,317,902       1,975,207

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY             $  9,335,314    $  7,199,901    $  2,798,104
                                                     ============    ============    ============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

TVI CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 and 2002.
Unaudited


CASH FLOW FROM OPERATING ACTIVITIES                                          2003           2002
                                                                         -----------    -----------
<S>                                                                      <C>            <C>
Net Income                                                               $ 1,130,311    $   211,131

Adjustments to reconcile net income to net
     cash provided by (used in) operating activities:
      Depreciation and amortization                                           27,911         13,700
      Provision for income taxes, deferred                                   713,185
      Stock compensation expense, director's fees                             17,187
      (Increase) decrease in accounts receivable                          (2,199,746)       (13,376)
      (Increase) decrease in inventories                                    (728,729)       (78,336)
      (Increase) decrease in prepaid expenses and other current assets        10,353         (9,974)
      (Increase) decrease in other assets                                     (6,353)
       Increase (decrease) in accounts payable                               716,903          9,889
       Increase (decrease) in accrued liabilities                            270,199         43,749
                                                                         -----------    -----------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                          (42,426)       170,430
                                                                         -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES


       Purchase of intangible assets                                         (12,164)          (227)
       Purchase of property,plant and equipment                             (302,563)       (49,027)
                                                                         -----------    -----------
NET CASH USED IN INVESTING ACTIVITIES                                       (314,727)       (49,254)
                                                                         -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES

       Proceeds from exercise of stock options                                18,000         34,000
       Principal payments on long-term debt                                   (1,882)
                                                                         -----------    -----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                           18,000         32,118
                                                                         -----------    -----------

NET INCREASE (DECREASE) IN CASH                                          ($  339,153)   $   153,294
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                             1,614,657        337,457

                                                                         -----------    -----------
CASH AND CASH EQUIVALENTS AT END OF THE FIRST QUARTER                    $ 1,275,504    $   490,751
                                                                         ===========    ===========
</TABLE>

<PAGE>

                          Notes to Financial Statements
                                 March 31, 2003

Basis of Presentation.  The accompanying  unaudited interim condensed  financial
statements of TVI Corporation  ("Company") have been prepared in accordance with
generally  accepted  accounting  principles for interim  financial  information.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles in the United States of America for
complete  financial  statements.  In the  opinion of  management,  all  material
adjustments  (consisting of normal recurring items)  considered  necessary for a
fair presentation have been included. This quarterly report and the accompanying
financial  statements  should be read in conjunction with the Company's  audited
financial  statements  and notes thereto  presented in its Annual Report on Form
10-KSB for the fiscal year ended  December 31, 2002 (the "2002 Annual  Report").
Footnotes which would  substantially  duplicate the disclosures in the Company's
audited  financial  statements for the year ended December 31, 2002 contained in
the 2002 Annual  Report have been  omitted.  The interim  financial  information
contained in this quarterly report is not necessarily  indicative of the results
to be expected for any other interim period or for the full year ending December
31, 2003.

Note 1. Stock Compensation

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation"("SFAS  123"), encourages, but does not require companies to record
compensation cost for stock-based employee compensation plans at fair value. The
Company has chosen to account for stock-based  compensation  using the intrinsic
value  method  prescribed  in  Accounting   Principles  Board  Opinion  No.  25,
"Accounting  for  Stock  Issued  to  Employees",  and  related  Interpretations.
Accordingly,  compensation  cost for stock options is measured as the excess, if
any, of the estimated fair value of the Company's stock at the date of the grant
over the amount an  employee  must pay to acquire  the stock.  The  Company  has
adopted the "disclosure only"  alternative  described in SFAS 123 which requires
pro forma  disclosures of net income and earnings per share as if the fair value
method of accounting has been applied.

The  following  table  illustrates  the effect on net income if the  Company had
applied  the  fair  value  recognition  provisions  of SFAS  123 to  stock-based
compensation.
<TABLE>
<CAPTION>

                                                                     $000's except per share data
                                                                         2003            2002
                                                                     ----------------------------
<S>                                                                  <C>             <C>
Net income as reported                                               $      1,130    $        211

Add: stock based compensation included in net income
    as reported, net of related tax effects                                  --              --

Deduct: stock based compensation determined under fair
    value based methods for all awards, net of related tax effects             (1)             (1)
                                                                     ------------    ------------

Proforma net income                                                  $      1,239    $        210
                                                                     ============    ============
<PAGE>

Net income per common share as reported:

Basic                                                                $      0.048    $     0.0085
                                                                     ============    ============

Diluted                                                              $      0.032    $     0.0076
                                                                     ============    ============

Proforma net income per common share:

Basic                                                                $      0.047    $     0.0084
                                                                     ============    ============

Diluted                                                              $      0.032    $     0.0075
                                                                     ============    ============
</TABLE>

<PAGE>

Note 2. Income Tax

As of December  31,2002,  the Company has a deferred  tax asset in the amount of
$1,358,000 against which a valuation allowance was provided for the entire asset
amount.  Subsequent to the filing of the Company's  annual report for 2002,  and
following a very strong first  quarter,  management  has decided that it is more
likely than not the entire  amount of the deferred tax asset would be recovered.
Accordingly,  the Company has filed an amended  10-KSB with the  Securities  and
Exchange  Commission  for 2002 to recognize the deferred tax asset of $1,358,000
and a  deferred  tax  benefit  in  its  statement  of  operations  for  2002  of
$1,358,000.  The deferred tax asset consists primarily of the net operating loss
carryforwards the Company may use to offset income taxes. As a result, full year
2002 net income has been increased by $1,358,000 to  $4,430,452.  As of December
31, 2002, TVI had net operating loss carryforwards($1,249,000  tax-effected) and
other  deferred  tax assets  ($109,000  tax-effected).  The majority of the loss
carryforwards expire after the year 2009..




<PAGE>

Note 3. Inventories

Inventories as of March 31,2003 and 2002, consist of:

                                  2003        2002

Finished Goods                        0      64,364

Work in Progress                 70,569      12,113

Raw Materials                 1,485,549     660,912

Other                            59,311      53,481

Total                         1,615,429     790,870

Other inventories consist of field service,demonstration and other sales support
inventory.

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

              CAUTIONARY NOTE REGARDING THE USE OF FORWARD-LOOKING
                       STATEMENTS CONCERNING OUR BUSINESS:


         Management's  Discussion  and Analysis or Plan of  Operation  and other
sections  contain  forward-looking  statements  that are  based on  management's
expectations,   estimates,   projections   and   assumptions.   Words   such  as
"expects","anticipates", "plans"," believes", "estimates" and variations of such
words and similar  expressions  are  intended to identify  such  forward-looking
statements  that  include,  but are not limited  to,  projections  of  revenues,
earnings,   segment   performance,   cash  flows  and  contract   awards.   Such
forward-looking  statements  are made pursuant to the safe harbor  provisions of
the Private  Securities  Litigation Reform Act of 1995. These statements are not
guarantees of future  performance  and involve  certain risks and  uncertainties
that are difficult to predict.  Therefore,  actual future results and trends may
differ materially from what is indicated in forward-looking  statements due to a
variety of factors. In addition to other factors, these factors that could cause
our actual results to materially differ from our forward-looking  statements: 1)
the  results of our  research  and  development  efforts;  2) the time and costs
involved in the marketing  and  promotion  for our systems and products;  3) our
ability to respond to changes in the counter-terrorism, military, public safety,
and  hospitality  markets  including  our  ability to  develop  or  acquire  new
technologies;  4) competitive factors in our markets and industry generally;  5)
the availability of needed  financing on terms and conditions  acceptable to us;

<PAGE>

6) the  availability  of management  and other needed  personnel  with requisite
skills and experience; and 7) the terms of any new strategic alliance, licensing
and other arrangements that we may establish. We have no obligation,  or intent,
to update or revise these  forward-looking  statements to reflect future events,
new information or otherwise.

         The following  discussion  and analysis of our financial  condition and
results  of  operations  should  be  read  in  conjunction  with  our  Financial
Statements and Notes thereto contained herein.


Management Discussion

Three Months Ended March 31, 2003 vs. Three Months Ended March 31, 2002

Net Sales. Net Sales increased $4,300,632,  or 318%, for the three months ending
March 31, 2003 to $5,654,450  from the three months  ending March 31, 2002.  The
net sales increase was primarily attributable to the spending by federal, state,
and  municipal  government  agencies  on a worldwide  basis for  decontamination
equipment.  $1.9  Million in  decontamination  equipment  was invoiced to Fisher
Safety with Massachusetts Emergency Management Agency (MEMA) as the ultimate end
user. An order for $8.9 Million in decontamination equipment was received in the
first quarter from  Professional  Protection  Systems (PPS), our distributor for
the UK and Europe.  PPS was awarded a significant  part of a contract  placed by
the British Government for the supply of terrorist incident response technology.
$2.4 Million of this order was invoiced in the quarter.

Gross  Profit.  Gross  Profit  margin at 56.2% of net  sales was  higher by nine
percentage  points for the three  months  ending  March 31,  2003 than the three
months  ending March 31, 2002.  The increase in gross profit margin per cent was
primarily a result of a change in product mix to decontamination equipment.


Selling,  General,  and  Administrative.  Selling,  General,  and Administrative
(SG&A)  expense was  $1,341,516  for the three months  ending March 31, 2003, an
increase of 224% from the three months ending March 31, 2002. The increase was a
result primarily of an increase in facility,  employee and sales support related
costs to support the sales growth. SG&A expense as a % of net sales decreased to
24% for the three  months  ending  March 31, 2003 from 31% from the three months
ending March 31, 2002.

<PAGE>

Income  Before  Income  Taxes.  Income  before  income taxes  increased  773% to
$1,843,496  for the three  months  ending  March 31, 2003 from  $211,131 for the
three months ending March 31, 2002.

Income Tax Expense With the reduction of the valuation allowance on the deferred
tax asset to zero in 2002,  the Company now has a provision for income taxes for
the three months ending March 31, 2003. Due to the valuation  allowance  against
the deferred tax asset as of March 31, 2002,  there was no tax provision for the
three months then ended.

Net Income.  Net income increased 435% to $1,130,311 for the three months ending
March 31, 2003 from  $211,131  for the three months  ending March 31, 2002.  Net
Income as a % of Net Sales was 20% for the three months ending March 31, 2003 as
compared to 16% for the three months ending March 31, 2002.  The  improvement in
Net Income was a result of several factors: the increase in Net Sales, economies
of scale  related  to volume  increases,  the  change  in  product  mix,  offset
partially by the provision for income taxes. . Liquidity and Capital Resources

Working  capital was $6,913,966 at March 31, 2003 , up from  $1,706,069 at March
31, 2002. Cash at March 31, 2003 was $1,275,504,  an increase of 160% from March
31, 2002. Accounts  Receivable at March 31, 2003 was $5,163,345,  an increase of
338% from  March 31,  2002 and 74% from  December  31,  2002.  The  increase  in
Accounts Receivable was due to the increase and timing of net sales. Inventories
at March 31, 2003 were  $1,615,429,  an increase of 82% from  December 31, 2002.
The increase in Inventories was due to the increase in orders,  particularly the
PPS order.  Cash Flow for the three months  ending March 31, 2003 was a negative
$339,153.  The cash was used to support  sales growth and make  improvements  in
manufacturing  facilities and equipment.  TVI has a Line of Credit in the amount
of $600,000 with Bank of America. As of March 31, 2003, there were no borrowings
against the Line.


<PAGE>

CONTROLS AND PROCEDURES


(a)      Evaluation of Disclosure Controls and Procedures

         Within  the 90 days  prior  to the  date of this  report,  the  Company
carried out an evaluation,  under the supervision and with the  participation of
the Company's  management,  including the Company's Chief Executive  Officer and
President and Treasurer, of the effectiveness of the design and operation of the
Company's  disclosure  controls  and  procedures  pursuant to Exchange  Act Rule
13a-14.  Based upon that evaluation,  the Chief Executive  Officer and President
and Treasurer  concluded that the Company's  disclosure  controls and procedures
are effective in timely alerting the Company to material information required to
be included in the Company's periodic SEC filings relating to the Company.

(b)      Evaluation of Disclosure Controls and Procedures

         There were no significant changes in the Company's internal controls or
in other  factors  that  could  significantly  affect  these  internal  controls
subsequent to the date of our most recent evaluation.

                              -- OTHER INFORMATION
Item 1. Legal Proceedings.

None reportable.

Item 2. Changes in Securities.

No changes.
Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information.

None.

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

         On February 25, 2003 TVI Corporation filed a Current Report on Form 8-K
regarding  a press  release in  connection  with both its full  fiscal  year and
fourth quarter 2002 earnings.

<PAGE>


                                   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.

                                            TVI Corporation
                                            (Registrant)


Date May 14, 2003                            /s/ Thomas K. Plunkett
                                            ------------------------------------
                                            Vice President Finance and Treasurer


Date May 14, 2003                            /s/ Richard V. Priddy
                                            ------------------------------------
                                            Chief Executive Officer






<PAGE>

                    CERTIFICATION BY CHIEF EXECUTIVE OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Richard V. Priddy, certify that:

         1.  I have  reviewed  this  quarterly  report  on  Form  10-QSB  of TVI
Corporation;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;
         b) evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and
         c)  presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

         a) all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's  auditors any material weaknesses in internal controls;  and
         b) any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this  quarterly  report  whether  there were  significant  changes  in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 14, 2003
                                                          /s/Richard V. Priddy
                                                         -----------------------
                                                         Chief Executive Officer



<PAGE>

                    CERTIFICATION BY CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas K. Plunkett, certify that:

         1.  I have  reviewed  this  quarterly  report  on  Form  10-QSB  of TVI
Corporation;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;
         b) evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and
         c)  presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

         a) all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and
         b) any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this  quarterly  report  whether  there were  significant  changes  in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 14, 2003
                                                        /s/ Thomas K. Plunkett
                                                       -------------------------
                                                       Vice Prsident Finance And
                                                       Treasurer

<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number                             Description
------                             -----------

99.1     Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted Pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 - Richard V. Priddy.

99.2     Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted Pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 - Mark N. Hammond.