SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


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


        For the Quarterly Period Ended            Commission File Number

                OCTOBER 31, 2000                          0-9922
                ----------------                          ------

                              EQUIDYNE CORPORATION
                              --------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)



                      DELAWARE                  04-2608713
                      --------                  ----------
        (State or Other Jurisdiction        (IRS Employer ID No.)
         of Incorporation or Organization)

                     238 LITTLETON ROAD, WESTFORD, MA 01886
                     --------------------------------------
              (Address and Zip Code of Principal Executive Offices)

          Issuer's telephone number, including area code: 978-692-6680
                                                          ------------

    Securities registered pursuant to Section 12(b) of the Exchange Act: NONE
                                                                         ----

    Securities registered pursuant to Section 12(g) of the Exchange Act:

                     COMMON STOCK, PAR VALUE $.10 PER SHARE
                     --------------------------------------
                                (Title of Class)




Indicate by check mark whether the Issuer (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Exchange  Act during the past 12 months,
and (2) has been subject to such filing requirements for the past 90 days.
YES X  NO
   ---   ---


As of  December  11,  2000,  there  were  outstanding  16,347,959  shares of the
Issuer's Common Stock, $.10 par value.



<PAGE>



                     EQUIDYNE CORPORATION AND SUBSIDIARIES


                                      Index


                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

       Consolidated Balance Sheets, October 31, 2000 and
       July 31,2000...........................................................3

       Consolidated Statements of Operations for the Three
       Months Ended October 31, 2000 and October 31, 1999.....................4

       Consolidated Statements of Cash Flows for the Three
       Months Ended October 31, 2000 and October 31, 1999.....................5

       Notes to Consolidated Financial Statements.............................6

Item 2.  Management's Discussion and Analysis or Plan of Operation............9

PART II - OTHER INFORMATION

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

SIGNATURES...................................................................12
























                                       2
<PAGE>


PART I  -  FINANCIAL INFORMATION

Item 1.  CONSOLIDATED FINANCIAL STATEMENTS

                      EQUIDYNE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                 October 31, 2000  July 31, 2000
                                                 ---------------- --------------
                                                   (Unaudited)
Assets                                                      (Thousands)
Current Assets:
Cash and cash equivalents........................   $ 38,450        $ 2,010
Restricted cash .................................          -            354
Held to maturity investments.....................      4,862              -
Accounts receivable..............................        124             15
Inventories......................................      1,182            998
Deferred costs...................................         59              -
Deferred income taxes............................        318            345
Prepaid and other current assets.................        261             33
                                                 ---------------- --------------
        Total current assets.....................     45,256          3,755

Property and equipment...........................      1,435          1,265
Accumulated depreciation.........................       (399)          (292)
                                                 ---------------- --------------
                                                       1,036            973
Deposits on tooling and machinery................      2,648          2,655
Held to maturity investments.....................      3,002              -
Patents..........................................      1,928          1,971
Goodwill.........................................          -            687
Investment in affiliate..........................          -          8,297
Deferred income taxes............................        172          2,190
Deposits and other assets........................        136             71
                                                 ---------------- --------------
                                                    $ 54,178        $20,599
                                                 ================ ==============
Liabilities & Stockholders' Equity
Current Liabilities:
Accounts payable.................................     $  931         $  934
Accrued liabilities..............................        255            748
Accrued income taxes.............................     15,170              -
Deferred revenue.................................        130              -
                                                 ---------------- --------------
   Total current liabilities.....................     16,486          1,682

Stockholders' Equity:
Common stock, $.10 par value; Authorized -
  35,000,000 shares; Outstanding - 16,317,959
  and 16,170,459 shares at October 31, 2000 and
  July 31, 2000, respectively...................       1,632          1,617
Additional paid-in capital......................      25,473         28,595
Retained earnings (deficit).....................      11,580       (11,023)
                                                 ---------------- --------------
                                                      38,685         19,189
Treasury stock, at cost (259,000 shares
  at October 31, 2000)..........................        (925)             -
Deferred compensation...........................         (68)          (272)
                                                 ---------------- --------------
         Total stockholders' equity.............      37,692         18,917
                                                 ================ ==============
                                                     $54,178        $20,599
                                                 ================ ==============

                             See accompanying notes.





                                       3
<PAGE>


                     EQUIDYNE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                                Three Months Ended October 31
                                             -----------------------------------
                                                   2000              1999
                                             -----------------------------------
                                           (Thousands, except per share amounts)

Net sales...................................            $ 4          $ 802
Cost of goods sold..........................              2            502
                                               ------------------ --------------
   Gross profit.............................              2            300

Selling, general and administrative expenses          3,414          1,253
Research and development....................            242            136
                                               ------------------ --------------

   Total operating expenses.................          3,656          1,389
                                               ------------------ --------------
Operating loss..............................         (3,654)        (1,089)

Other income (expenses):
  Gain on sale of affiliate stock...........         40,263              -
  Gain on sale of subsidiary capital stock..              -            862
  Interest, net.............................             94            (12)
  Minority interest in affiliate............              -            113
  Other.....................................              -              6
                                               ------------------ --------------
                                                     40,357            969
                                               ------------------ --------------

Net income (loss) before provision for
 income taxes...............................       $ 36,703         $ (120)

Provision for income taxes..................         14,100              -
                                               ------------------ --------------

Net income (loss)...........................       $ 22,603         $ (120)
                                               ================== ==============
Net income (loss) attributable
 to common stockholders*....................       $ 22,603         $ (261)
                                               ================== ==============

Net income (loss) per share, basic..........       $   1.39         $ (.03)
                                               ================== ==============

Net income (loss) per share, diluted........       $   1.27         $ (.03)
                                               ================== ==============

                             See accompanying notes.

* The  quarter  ended  October  31,  1999  includes  the impact of  $141,000  of
  dividends on Preferred Stock.













                                       4
<PAGE>


                     EQUIDYNE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                   Three Months Ended October 31
                                                   -----------------------------
                                                         2000           1999
                                                    -------------- -------------
                                                          (Thousands)
Operating activities:
Net income (loss).............................          $ 22,603        $ (120)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
  Depreciation and amortization...............              148            185
  Deferred compensation amortization..........              204             87
  Deferred income taxes.......................            2,045             87
  Gain on sale of affiliate stock.............          (40,263)             -
  Gain on sale of subsidiary capital stock....                -           (862)
  Minority interest ..........................                -           (113)
  Changes in operating assets and liabilities:
   Decrease in cash restricted for purchase of
    inventory.................................              354              -
   Accounts receivable........................             (109)           108
   Inventories, prepaid and other assets......             (536)          (120)
   Accounts payable and other current liabilities        11,688           (622)
   Other......................................               12              -
                                                     --------------- -----------
Net cash used in operating activities.........           (3,854)        (1,457)

Investing activities:
  Proceeds from sale of affiliate stock.......           49,245          1,638
  Purchase of held to maturity securities.....           (7,864)             -
  Purchase of treasury stock..................             (925)             -
  Purchase of property and equipment, net.....             (170)          (494)
                                                     --------------- -----------
Net cash provided by investing activities.....           40,286          1,144

Financing activities:
  Net payments on debt and bank lines-of-credit               -           (549)
  Issuance of common stock, net...............                -            100
  Issuance of capital stock by consolidated
   subsidiary.................................                -          1,635
  Proceeds from exercise of common stock options              8              -
                                                     -------------- ------------
Net cash provided by financing activities.....                8          1,186
                                                     -------------- ------------
Effect of exchange rate on cash...............                -            (12)
                                                     -------------- ------------
Increase in cash and cash equivalents.........           36,440            861
Cash and cash equivalents, beginning of period.           2,010            210
                                                     -------------- ------------
Cash and cash equivalents, end of period.......      $   38,450      $   1,071
                                                     ============== ============

Noncash transactions:
  Exercise of stock options...................             $ 14              -
  Common Stock issued for services............                -            $75


                             See accompanying notes.






                                       5
<PAGE>

                     EQUIDYNE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                OCTOBER 31, 2000
                                   (Unaudited)


1. BASIS OF PRESENTATION

     The  accompanying  unaudited  consolidated  financial  statements 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 for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.

     Operating results for the three month period ended October 31, 2000 are not
necessarily  indicative  of the results that may be expected for the year ending
July 31, 2001. For further  information,  refer to the financial  statements and
footnotes thereto included in the Company's annual report on Form 10-KSB for the
year ended July 31, 2000.



Principles of Consolidation

     The accompanying  consolidated financial statements include the accounts of
the Company and its wholly-owned  subsidiaries.  During Fiscal 2000, as a result
of various  transactions,  the Company's ownership of its formerly  consolidated
subsidiary,  Rosch AG  Medizintechnik  ("Rosch  AG"),  was  reduced  from 75% to
26.43%.  In August and  October  2000,  the  Company  sold all of its  remaining
ownership  in Rosch AG (see Note 3). At October  31,  1999,  the  Company  owned
50.01% of Rosch AG and  included  the  accounts of Rosch AG in its  consolidated
financial statements.  Effective November 1, 1999, the Company accounted for its
investment  in Rosch AG under the equity  method of  accounting.  See Note 3 for
further   information.   All  material   intercompany   transactions  have  been
eliminated.

Cash and Cash Equivalents

     For the purpose of reporting cash flows, cash and cash equivalents  include
all highly liquid debt instruments  with original  maturities of three months or
less.  The  carrying  amount  reported in the  balance  sheets for cash and cash
equivalents approximates its fair value.

Restricted Cash

     At July  31,  2000,  $354,000  of cash  was  pledged  as  collateral  on an
outstanding  letter of credit related to inventory  purchased and was classified
as restricted cash on the balance sheet.

Investments in Securities

     Management determines the appropriate  classification of debt securities at
the time of purchase and reevaluates  such  designation as of each balance sheet
date.  Debt securities are classified as  held-to-maturity  when the Company has
the  positive   intent  and  ability  to  hold  the   securities   to  maturity.
Held-to-maturity  securities are stated at amortized  cost. At October 31, 2000,
all of the Company's investments are classified as held-to-maturity. See Note 2.

     The amortized cost of debt  securities  classified as  held-to-maturity  is
adjusted for  amortization  of premiums and  accretion of discounts to maturity.
Such  amortization  is included in interest  income.  Interest and dividends are
included in interest  income.  Realized gains and losses , and declines in value
judged to be other than temporary are included in net securities gains (losses),
if any.  The cost of  securities  sold is based on the  specific  identification
method.

Inventories

     Inventories are stated at the lower of cost (first-in, first-out method) or
market.



                                       6
<PAGE>

Foreign Currency Translation

     The  financial  statements of the Company's  foreign  subsidiary  have been
translated into U.S. dollars in accordance with Statement of Financial Standards
No. 52, Foreign Currency  Translation through October 31, 1999 (See Note 3). All
balance sheet amounts have been translated using the exchange rates in effect at
the balance  sheet date.  Statement of Operations  amounts have been  translated
using average exchange rates. The gains and losses resulting from the changes in
exchange rates from the date of acquisition of Rosch AG to October 31, 1999 have
been reported  separately as a component of stockholders'  equity. The aggregate
transaction gains and losses are insignificant.

Revenue Recognition

     The  Company's  products  are sold  subject to rights of return of up to 90
days, depending on the type of customer. As the Company has no significant sales
history on which to base an estimated rate of returns, revenue is not recognized
until the  expiration  of the stated  return  period.  As of October  31,  2000,
deferred  revenue was  $130,000.  The related cost of the  inventory  shipped of
approximately  $59,000  at  October  31,  2000 has  also  been  deferred,  to be
recognized concurrent with the recognition of the related revenue.

Comprehensive Income (Loss)

     For the three months ended  October 31, 1999,  the  Company's  only item of
other  comprehensive  income was the  foreign  currency  translation  adjustment
recognized in consolidation of its partially-owned German subsidiary,  Rosch AG.
Statement of Financial Accounting Standards No. 130 requires such adjustments to
be  included  in  other  comprehensive  income.  There  were no  items  of other
comprehensive  income for the three months ended  October 31, 2000.  The foreign
currency  translation  adjustment  and  comprehensive  loss for the three months
ended October 31, 1999 was $(40,000) and ($160,000), respectively. As of October
31,  1999,  the  cumulative   translation   adjustment  and  accumulated   other
comprehensive loss was ($240,000).


2. INVESTMENTS

     At October 31, 2000,  all of the Company's  investments  are  classified as
held-to-maturity.  The Company's investments are comprised of U.S Corporate debt
securities  with a total cost of $7,864,000.  The estimated fair market value of
these securities at October 31, 2000 was $7,853,000,  resulting in an unrealized
loss of $11,000.


3. INVESTMENT IN AFFILIATE

     In  September  1999,  a  minority  shareholder  of  Rosch  AG  acquired  an
additional  24.99% of Rosch AG  through  two  transactions  consisting  of (1) a
capital  contribution  into Rosch AG of  approximately  $1.6 million,  and (2) a
direct purchase of a portion of the Company's ownership interest in Rosch AG for
approximately $1.6 million.  These transactions resulted in the recognition of a
gain on the sale of Rosch AG  capital  stock of  approximately  $862,000,  and a
reduction in the Company's ownership  percentage of Rosch AG from 75% to 50.01%.
As the Company  maintained a  controlling  interest in Rosch AG, it continued to
consolidate   the  operations  of  Rosch  AG  through   October  31,  1999.  The
transactions  also  resulted in the  recognition  of an increase in the minority
interest in the  consolidated  subsidiary in the amount  necessary to bring that
interest up to the current minority ownership percentage of 49.99% of Rosch AG's
net assets as of October 31,  1999,  or  $1,067,000.  This amount  includes  the
minority stockholders' share of Rosch AG's net losses for the three month period
ended October 31, 1999, which was approximately $113,000.

     During  the  fiscal  year  ended  July  31,  2000,   through  a  series  of
transactions,  the Company's ownership in Rosch AG was reduced to 26.43%, and in
August and October  2000,  the Company  sold all of its  remaining  ownership in
Rosch AG.  Aggregate net proceeds  received on the sales during the three months
ended October 31, 2000 was $49,245,000,  and the resulting gain on the sales was
$40,263,000.

                                       7
<PAGE>

4. EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE:

The following  table sets forth the  computation  of basic and diluted  earnings
(loss) per share:

                                                 Three Months Ended October 31
                                               ---------------------------------
                                                      2000             1999
                                               ----------------- ---------------
                                                 (Thousands, except share and
                                                          per share amounts)
Numerator:
   Net income (loss)                                $ 22,603       $   (120)
   Preferred stock dividends                               -           (141)
                                               ----------------- ---------------

   Numerator for basic earnings per share-income
     available to common stockholders                 22,603           (261)

   Effect of dilutive securities                          -               -
                                               ----------------- ---------------

   Numerator for diluted earnings per share-income
     available to common shareholders after assumed
     conversions                                    $ 22,603       $   (261)

Denominator:
   Denominator for basic earnings per
     share-weighted-average shares                16,244,209      9,798,732

   Effect of dilutive securities:
     Stock options                                 1,174,334              -
     Warrants                                        317,772              -
     Convertible preferred stock                           -              -
                                               ----------------- ---------------

   Dilutive potential common shares                1,492,106              -
                                               ----------------- ---------------

   Denominator for diluted earnings per
    share-adjusted weighted-average shares
    and assumed conversions                       17,736,315      9,798,732
                                               ================= ===============

Basic earnings (loss) per share                       $ 1.39         $ (.03)
                                               ================= ===============

Diluted earnings (loss) per share                      $1.27         $ (.03)
                                               ================= ===============

     Dilutive  securities  were  not  included  in the  calculation  of  diluted
weighted  average  shares for the three  months ended  October 31, 1999,  due to
their anti-dilutive effect.

     For additional disclosure regarding the stock options, see Note 5.

     Options to purchase 1,126,000 shares of common stock at prices ranging from
$3.81 to $7.00 per share were  outstanding  at October  31,  2000,  but were not
included in the  computation of diluted  earnings per share because the options'
exercise  prices were greater than the average market price of the common shares
and, therefore, the effect would be anti-dilutive.


5. EQUITY

Stock Options

     During the three month period ended  October 31, 2000,  the Company  issued
147,500  shares of Common Stock  pursuant to the exercise of  outstanding  stock
options. Total proceeds received from these exercises aggregated $7,500.

Treasury Stock

     In August 2000,  the Board of Directors  approved a stock  repurchase  plan
authorizing the Company to purchase,  over the next six months,  up to 1,000,000
shares  of Common  Stock on the open  market  from time to time at  management's
discretion,  based upon  market  conditions.  Under the plan,  the  Company  has
repurchased  259,000  shares  through  October  31,  2000,  for a total  cost of
approximately $925,000.


                                       8
<PAGE>


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

     This Report contains or refers to forward-looking information made pursuant
to the "safe harbor" provisions of the Private Securities  Litigation Reform Act
of 1995. That  information  covers future  revenues,  products and income and is
based upon  current  expectations  that  involve a number of business  risks and
uncertainties.  Among the  factors  that could  cause  actual  results to differ
materially  from those  expressed  or implied in any  forward-looking  statement
include,  but are not  limited to,  technological  innovations  of  competitors,
delays in product  introductions,  changes in health  care  regulations  and the
ability to obtain favorable insurance  reimbursement  coverage for the Company's
products,  product  acceptance  or  changes  in  government  regulation  of  the
Company's  products,  as well as other factors discussed in other Securities and
Exchange Commission filings for the Company.


OVERVIEW

     The  Company's  focus for its fiscal year  ending  July 31,  2001  ("Fiscal
2001") is centered on the sales and marketing of its current INJEX(TM)30 product
line,  and the  planned  introduction  of the  INJEX(TM)50  System.  The Company
launched its INJEX(TM)30  product line to the U.S.  diabetes market in July 2000
utilizing a 50-person  direct  sales force,  and since then has obtained  retail
pharmacy  availability for the product, as a result of the Company entering into
an  agreement  with Rite Aid  Corporation,  one of the largest  retail  pharmacy
chains in the United States.

RESULTS OF OPERATIONS

     Net sales for the three month  period  ended  October 31, 2000 were $4,000,
compared to $802,000  for the three month period  ended  October 31,  1999.  Net
sales for the three months ended  October 31, 1999  consists  primarily of Rosch
AG's net sales for the period.  During the three months ended  October 31, 2000,
the Company commenced sales activities  following its July 2000 market launch of
the  INJEX(TM)30  System.  Standard sales terms provide rights of returns to its
customers of up to 90 days,  depending on the customer  type. As the Company has
no significant sales history on which to base an estimated rate of returns,  the
Company's  policy is to defer the recognition of revenue until the expiration of
the stated return period.  Approximately  $130,000 of sales revenue was deferred
at October 31, 2000.

     Cost of sales  for the three  month  periods  ended  October  31,  2000 and
October 31, 1999 were 50.0% and 62.6% of net sales, respectively.  Cost of sales
for the three  months  ended  October 31, 2000  consists of  INJEX(TM)30  System
sales,  while the  October  31,  1999  cost of sales  primarily  represents  the
consolidated  cost of sales of Rosch AG for the period. At October 31, 2000, the
Company has deferred recognition of approximately $59,000, representing the cost
of sales  related  to all  shipments  for  which  revenue  recognition  has been
deferred at October 31, 2000, based upon the relative return periods.

     Selling,  general and  administrative  expenses  for the three month period
ended  October  31,  2000  were  $3,414,000,  compared  to  $1,253,000  for  the
comparable  prior year  period.  The  increase  reflects the impact of the costs
incurred in connection with the completion of the Company's  preparation for its
July 2000  full-scale U.S. market  introduction  of the INJEX(TM)  System.  Such
costs  include  the July 2000  hiring of a  fifty-person  sales  force,  and the
related  additional  training,  travel and overhead  costs and  additions to the
Company's  infrastructure  necessary to support the increase in  headcount.  The
three  months  ended  October  31,  2000  also  include  bonus  payments  to two
executives  totaling  approximately   $500,000,   based  upon  their  respective
employment  agreements.  Research and  development  expenses for the three month
period  ended  October 31,  2000 were  $242,000,  compared  to $136,000  for the
comparable  prior  year  period.   The  increase   resulted  directly  from  the
availability of working capital, and additional development projects in process,
such as the development of the INJEX(TM)50 and single-use  disposable  INJEX(TM)
System.

     Net  income  for  the  three  month  period  ended  October  31,  2000  was
$22,603,000,  compared  to a net loss of  $120,000,  for the same  period in the
prior fiscal year.  The net income for the three month period ended  October 31,
2000 consists of a gain on the sale of the  Company's  investment in Rosch AG of
$40.3 million, offset by net operating losses of approximately $3.7 million, and
a provision for income taxes of  approximately  $14.1 million.  The net loss for
the three month  period  ended  October  31, 1999  consists of the net losses of
Rosch AG for the period and the costs incurred in connection  with the Company's
preparation for full-scale market introduction of the INJEX(TM) System

                                       9
<PAGE>





LIQUIDITY AND CAPITAL RESOURCES

     Working  capital  of the  Company  at  October  31,  2000 was  $28,770,000,
compared to  $2,073,000  at July 31,  2000.  The increase of  approximately  $27
million  resulted from the proceeds  from the sales of the remaining  portion of
the Company's  ownership in Rosch AG of approximately  $49.2 million,  partially
offset by the net effect of the Company's operating losses, the accrual of $15.1
million  for income  taxes and the  investment  of  approximately  $3 million in
securities  with  maturity  dates  greater than one year from the balance  sheet
date.

     The Company now has sufficient  working capital for the  implementation  of
its strategic marketing initiatives,  expansion of its sales force as demand for
the product rises,  and expansion of its marketing and research and  development
initiatives.  The  Company  will  also  use its  working  capital  to  fund  the
acquisition of additional  production tools and automation  machinery  necessary
for high-volume,  fully-automated assembly of the INJEX(TM) System components to
meet market  demands.  As of October 31, 2000, the Company has paid deposits for
this tooling and machinery totaling approximately $2.6 million, which represents
approximately one-half of the total completed cost.

     The Company is considering future growth through  acquisitions of companies
or business segments in related lines of business,  as well as through expansion
of the existing line of business.  There is no assurance  that  management  will
find suitable candidates or effect the necessary financial arrangements for such
acquisitions and obtain necessary working capital for the acquired entities.
































                                       10
<PAGE>



PART II. - OTHER INFORMATION


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

The Company filed a report on Form 8-K for an event on October 4, 2000 to report
that the Company sold its 19.52% holding in Rosch AG Medizintechnik ("Rosch AG")
through a placement to a number of major European institutional  investors.  The
Company received proceeds of approximately $40 million from the sale its 936,750
shares of Rosch AG.


Exhibits -

27.      Financial Data Schedule












































                                       11
<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.
                                    EQUIDYNE CORPORATION


 /s/Joseph R. Nelson                Dated:   December 15, 2000
--------------------
Joseph R. Nelson
President, Chief Executive Officer
And Chairman



 /s/Michael T. Pieniazek            Dated:   December 15, 2000
------------------------
Michael T. Pieniazek
Executive Vice President
And Chief Financial Officer


































                                       12
<PAGE>


                                 EXHIBIT INDEX


Exhibit        Description
-------        -----------

  27           Financial Data Schedule