================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002

                                       or

|_|   TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                  For transition period from _______ to _______

                        Commission file number: 000-27582

                                  SPEEDUS CORP.
             (Exact name of registrant as specified in its charter)

                   Delaware                                   13-3853788
      (State or other jurisdiction of                     (I.R.S. Employer
       incorporation or organization)                   Identification Number)

  140 58th Street, Suite 7E, Brooklyn, NY                       11220
 (Address of Principal Executive Offices)                     (Zip code)

                                 (718) 567-4300
                         (Registrant's telephone number)

        Securities registered pursuant to Section 12(b) of the Act: None

   Securities registered pursuant to Section 12 (g) of the Act: Common Stock,
                            par value $.01 per share

      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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |_|

      Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act) Yes |_| No |X|

      The aggregate market value of the Registrant's Common Stock held by
non-affiliates of the Registrant was $10,031,000 on June 28, 2002, based on the
closing trade price of the Common Stock on the NASDAQ National Market on that
date.

      The number of shares of Common Stock outstanding as of March 24, 2003 was
16,825,389.

                           ---------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

<PAGE>

                                  SPEEDUS CORP.

The Registrant hereby amends its Annual report on Form 10-K for the year ended
December 31, 2002 to furnish the items listed below.

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

                                TABLE OF CONTENTS

PART III

       Item 10  Directors and Executive Officers of the Registrant
       Item 11  Executive Compensation
       Item 12  Security Ownership of Certain Beneficial Owners and Management
       Item 13  Certain Relationships and Related Transactions

<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

      The table below sets forth the names, ages and titles of the persons who
were directors and/or executive officers of the Company as of April 15, 2003.

<TABLE>
<CAPTION>
                    Name                         Age              Position
                    ----                         ---              --------
<S>                                              <C>  <C>
      Shant S. Hovnanian .....................   43   Chairman of the Board of Directors,
                                                      President and Chief Executive Officer
      Vahak S. Hovnanian .....................   71   Director
      William F. Leimkuhler ..................   51   Director
      Jeffrey Najarian .......................   44   Director
      Christopher Vizas ......................   53   Director
      Thomas M. Finn .........................   55   Treasurer and Chief Financial Officer
      Michael Bacon ..........................   37   Executive Vice President
      John A. Kallassy .......................   38   Executive Vice President
</TABLE>

      Shant S. Hovnanian has served as our Chairman of the Board of Directors,
President and Chief Executive Officer since October 1995. From June 1980 until
January 1991, Mr. Hovnanian served as Executive Vice President of the V. S.
Hovnanian Group (the "Hovnanian Group"), consisting of home building operations,
real estate development and utility companies. In 1995, Mr. Hovnanian served as
a U.S. Delegate to the World Radio Conference of the International
Telecommunications Union in Geneva, Switzerland. Mr. Hovnanian is the son of Mr.
Vahak S. Hovnanian.

      Vahak S. Hovnanian has served as a Director since October 1995. Mr.
Hovnanian has been Chairman of the Board and President of the Hovnanian Group
since 1968. Mr. Hovnanian is the father of Mr. Shant S. Hovnanian.

      William F. Leimkuhler has served as a Director since September 2000. Mr.
Leimkuhler is the Director of Business Development of Paice Corporation, a
privately held developer of advanced vehicle powertrains. From 1994 through
1999, he held various positions with Allen & Company, a New York investment
banking firm, initially serving as the firm's General Counsel. Prior to that,
Mr. Leimkuhler was a corporate partner with the New York law firm of Werbel &
Carnelutti (now Heller Ehrman White & McAuliffe).

      Jeffrey Najarian has served as a Director since October 2000. Mr. Najarian
has been Chief Executive Officer of Starpoint Solutions, Inc., formerly TIS
Worldwide, Inc., since its inception in 1992. A creator and founder of
Starpoint, he has been instrumental in building one of the country's fastest
growing, privately-held companies, as cited by Inc. magazine. From 1984-1992,
Mr. Najarian worked at Setford-Shaw-Najarian, a recruiting/placement firm for
technology specialists, becoming a partner after only three years. He led the
staff in billing, propelling SSN to become a leading search firm for Wall Street
banks.

      Christopher Vizas has served as a Director since July 2001. Mr. Vizas is a
Partner in East Wind Partners, an investment and advisory partnership focused on
technology and emerging markets. He serves on the Boards of Directors of several
developing companies, holding positions as a Director of Millivision, Inc.(a
millimeter imaging company) and Chairman of the Board of i1, Inc.(an Asian
software solutions company). From January 1998 to June 2001, Mr. Vizas served as
Chairman and Chief Executive Officer of eGlobe, Inc., a turn-around situation
which sought formal reorganization under Chapter 11 of the United States
Bankruptcy Code in April 2001. From October 1995 through October 1997, Mr. Vizas
was a co-founder and served as Chief Executive Officer of Quo Vadis
International, an investment and financial advisory firm. Before joining in the
formation of Quo Vadis International, he was Chief Executive Officer of
Millennium Capital Development, a merchant banking firm, and of its predecessor,
Kouri Telecommunications & Technology. Before joining Kouri, Mr. Vizas shared in
the founding and development of a series of technology companies, including
Orion Network Systems, Inc. of which he was a founder and a principal executive.
From April 1987 to 1992, Mr. Vizas served as Vice Chairman of Orion, an
international satellite communications company, and served as a Director from
1982 until 1992. Mr. Vizas has also held various positions in the United States
government.

      Thomas M. Finn has served as Treasurer and Chief Financial Officer since
March 2003. Mr. Finn has been a consultant since 1994. Prior to that time, Mr.
Finn was employed by Integrated Resources, Inc., a diversified financial
services firm, and was the chief financial officer of Integrated's
publicly-traded investment programs. Previously, Mr. Finn was an Audit Manager
for Deloitte & Touche LLP.

<PAGE>

      Michael Bacon has served as Executive Vice President of Operations since
June 1999. Prior to joining us, Mr. Bacon was employed by Booz Allen & Hamilton,
a leading international management and technology consulting firm, since 1996.
From 1994 to 1996, Mr. Bacon was with Deloitte & Touche Consulting. In
consulting, he led teams that recommended or implemented the establishment of
and improvement in service operations in a variety of industries, including the
telecommunications industry. Mr. Bacon previously worked for three years at
International Business Machines in marketing and sales and for two years with
General Electric Company where he developed information systems.

      John A. Kallassy has served as Executive Vice President and Chief
Marketing Officer since September 2000. Mr. Kallassy was the founder and CEO of
American Data Consultants, Inc., a B2B database marketing company. After the
sale of ADC to R.L. Polk in 1996, Mr. Kallassy was employed for three years at
R.L. Polk as a division president and later a corporate vice president where he
led the product management and analytical consulting groups.

ITEM 11. EXECUTIVE COMPENSATION

      The following table shows, for the fiscal years ended December 31, 2002,
2001 and 2000, the cash compensation we paid, as well as certain other
compensation paid or accrued for those years, to each of the most highly
compensated executive officers of the Company in 2002 (the "Named Executive
Officers") in all capacities in which they served. See Employment Agreements.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                           Annual Compensation
                                                    -----------------------------------
                                                                                 Other      Securities       All Other
                                                                                Compen-     Underlying        Compen-
 Name and Principal Position              Year       Salary        Bonus        sation      Options (#)       sation
--------------------------------------    ----      --------      -------      --------     -----------      ---------
<S>                                       <C>       <C>           <C>          <C>            <C>             <C>
Shant S. Hovnanian ...................    2002      $250,000      $50,000      $ 78,000(1)    250,000         $   --
Chairman of the Board of                  2001       250,000           --            --       127,700             --
Directors, President and Chief            2000       250,000           --            --            --             --
Executive Officer

Michael Bacon ........................    2002      $175,000      $    --      $     --            --         $   --
Executive Vice President                  2001       175,000           --            --       162,500             --
                                          2000       137,500       18,750            --            --             --

John A. Kallassy .....................    2002      $175,000      $50,000      $     --            --         $   --
Executive Vice President                  2001       175,000       50,000            --       112,500             --
                                          2000        58,333       12,500            --       225,000             --
</TABLE>

(1) Under the terms of his employment contract, Mr. Hovnanian is entitled to the
use of a Company apartment and car. The amount shown in the table above
represents the total cost of these items to the Company without adjustment for
the portion of these costs allocable to business use by the Company.

<PAGE>

                            Stock Option Grants Table

      The following table sets forth information concerning individual grants of
options to purchase Common Stock made to Named Executive Officers during 2002.

<TABLE>
<CAPTION>
                                                   % of Total                                          Potential Realizable
                                  Number of         Options                                              Value at Assumed
                                  Securities       Granted to                                          Annual Rates of Stock
                                 Underlying        Employees        Exercise                          Price Appreciation for
                                   Options         in fiscal         or Base        Expiration              Option Term
        Name                       Granted            year            Price            Date              5%              10%
        ----                       -------            ----            -----            ----              --              ---
<S>                                <C>               <C>              <C>            <C>             <C>             <C>
Shant S. Hovnanian                 250,000           86.2%            $1.10          4/25/12         $ 173,000       $ 438,000
</TABLE>

      For additional information regarding stock option grants to employees in
2002, see "Notes to Consolidated Financial Statements--Note 6, Stockholders'
Equity."

                      Aggregate Stock Option Exercise Table

      The following table sets forth information regarding the number and value
of unexercised options that were held by the Named Executive Officers as of
December 31, 2002. None of the Named Executive Officers exercised any options
during 2002.

<TABLE>
<CAPTION>
                                                                         Number of
                                                                        Securities
                                                                        Underlying
                                 Number of                              Unexercised
                                   Shares                                 Options                 Value of Unexercised
                                  Acquired           Value             Exercisable/               In-the-Money Options
        Name                    on Exercise         Realized           Unexercisable           Exercisable/Unexercisable
------------------------        -----------         --------           -------------           -------------------------
<S>                                   <C>              <C>             <C>                                <C>
Shant S. Hovnanian......              0                $0              569,250/63,850                     $0/0
Michael Bacon...........              0                 0              193,750/68,750                      0/0
John A. Kallassy........              0                 0              243,750/93,750                      0/0
</TABLE>

      For additional information regarding stock option grants to employees in
2002, see "Notes to Consolidated Financial Statements--Note 6, Stockholders'
Equity."

Director Compensation

      During 2002, our Directors who are not officers or employees
("Non-Employee Directors") received $500 per Board meeting and Board committee
meeting attended. Upon their initial election to the Board, new Non-Employee
Directors are granted options to purchase 5,000 shares of Common Stock that are
fully vested and immediately exercisable. Upon the date of each annual meeting,
Non-Employee Directors are granted options to purchase an additional 10,000
shares of Common Stock that are fully vested and immediately exercisable. Our
Directors of the Company who are officers or employees do not receive any
additional compensation for serving on the Board or on any Board committee.

Employment Agreements

      In April 2002, the Compensation Committee of the Board of Directors
approved a new employment agreement for Mr. Shant S. Hovnanian, effective as of
April 25, 2002. The agreement provides that Mr. Hovnanian will act as our
President and Chief Executive Officer. The agreement has a three-year term and
provides for an annual salary of $250,000. Under the agreement, Mr. Hovnanian is
entitled to be considered for annual performance based bonuses targeted at 50%
or greater of his base salary and a contingent bonus based on certain
performance factors, use of a Company apartment and car, a country club
membership and a $1,000,000 term life insurance policy with the beneficiary
designated by Mr. Hovnanian. Under the agreement, Mr. Hovnanian was also granted
250,000 options to purchase shares of our Common Stock at the market value as of
the effective date of the agreement. The options are fully vested and
immediately exercisable.

<PAGE>

      We entered into an employment agreement effective June 1, 1999 with Mr.
Michael Bacon. The agreement provides that Mr. Bacon will act as our Executive
Vice President. The agreement, which has no term, provides for an annual salary
of $137,500, subject to periodic review, and bonuses aggregating $37,500 and an
increase in annual salary to $175,000 based on the executive's attainment of
certain performance goals. Under this agreement, Mr. Bacon was granted 100,000
options to purchase shares of our Common Stock at the market value as of the
effective date of the agreement. 25,000 options become exercisable each six
months after June 1, 1999. Effective January 15, 2001, Mr. Bacon's salary was
increased to $175,000.

      We entered into an employment agreement effective September 5, 2000 with
Mr. John A. Kallassy. The agreement provides that Mr. Kallassy will act as our
Executive Vice President. The agreement, which has no term, provides for an
annual salary of $175,000, subject to periodic review, and annual bonuses
aggregating $50,000 based on the executive's attainment of certain performance
goals. Under this agreement, Mr. Kallassy was granted 225,000 options to
purchase shares of our Common Stock at the market value as of the effective date
of the agreement. 18,750 of these options were fully vested and immediately
exercisable at the date of grant. Of the balance, 18,750 options become
exercisable each three months after September 5, 2000.

<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth information as of April 15, 2003 with
respect to the beneficial ownership of our stock by (i) each person known by us
to be the beneficial owner of more than 5% of the Common Stock; (ii) each person
serving as a director or director nominee of the Company; (iii) each of our
executive officers, and (iv) all of our directors and executive officers as a
group. Unless otherwise indicated, all shares are owned directly and the
indicated owner has sole voting and dispositive power with respect thereto.

<TABLE>
<CAPTION>
                                                                        Common Stock Beneficially
                                                                                Owned (1)
                                                                       -------------------------
                   Beneficial Owner                                     Number           Percent
--------------------------------------------------------               ---------        --------
<S>                                                                    <C>                 <C>
Shant S. Hovnanian (2)(3) ..............................               4,272,254           25.4%
Vahak S. Hovnanian (4)(5) ..............................               2,933,655           17.5
William F. Leimkuhler (6) ..............................                  80,250              *
Jeffrey Najarian (7) ...................................                  60,000              *
Christopher Vizas (8) ..................................                  50,000              *
Thomas M. Finn (9) .....................................                  33,408              *
Michael Bacon (10) .....................................                 243,750            1.5
John A Kallassy (11) ...................................                 383,750            2.3
XO Communications, Inc. ................................               2,000,000           11.9

All Directors and Executive Officers as a group (total 8
    persons) ...........................................               8,057,067           47.9%
</TABLE>

      * Less than 1% of the outstanding Common Stock

      (1) Pursuant to the regulations of the Securities and Exchange Commission
(the "Commission"), shares are deemed to be "beneficially owned" by a person if
such person directly or indirectly has or shares (i) the power to vote or
dispose of such shares, whether or not such person has any pecuniary interest in
such shares, or (ii) the right to acquire the power to vote or dispose of such
shares within 60 days, including any right to acquire through the exercise of
any option, warrant or right.

      (2) Includes options to purchase 633,100 shares of Common Stock pursuant
to the Stock Incentive Plan, which are fully vested and exercisable.

      (3) Includes 100,000 shares of Common Stock owned by Mr. Shant S.
Hovnanian's minor child, Vahak Willem Hovnanian, for which Mr. Hovnanian, as
custodian, has sole voting power.

      (4) Includes options to purchase 82,500 shares of Common Stock pursuant to
the Stock Incentive Plan, which are fully vested and exercisable, including
options for 10,000 shares of Common Stock that will be automatically granted
upon election to the Board at the 2003 Annual Meeting.

      (5) Includes 55,431 and 22,175 shares of Common Stock which Mr. Vahak S.
Hovnanian is required to sell upon the exercise of outstanding warrants at a per
share exercise price of $13.16 and $11.28, respectively.

      (6) Includes options to purchase 80,250 shares of Common Stock pursuant to
the Stock Incentive Plan, which are fully vested and exercisable, including
options for 10,000 shares of Common Stock that will be automatically granted
upon election to the Board at the 2003 Annual Meeting.

      (7) Includes options to purchase 60,000 shares of Common Stock pursuant to
the Stock Incentive Plan, which are fully vested and exercisable, including
options for 10,000 shares of Common Stock that will be automatically granted
upon election to the Board at the 2003 Annual Meeting.

      (8) Includes options to purchase 50,000 shares of Common Stock pursuant to
the Stock Incentive Plan, which are fully vested and exercisable, including
options for 10,000 shares of Common Stock that will be automatically granted
upon election to the Board at the 2003 Annual Meeting.

      (9) Includes options to purchase 33,408 shares of Common Stock pursuant to
the Stock Incentive Plan, which are fully vested and exercisable.

      (10) Includes options to purchase 243,750 shares of Common Stock pursuant
to the Stock Incentive Plan, which are fully vested and exercisable.

      (11) Includes options to purchase 318,750 shares of Common Stock pursuant
to the Stock Incentive Plan, which are fully vested and exercisable.

<PAGE>

Stockholders Agreements.

      Verizon Communications, formerly Bell Atlantic Corporation, has the right
to appoint one director to the Board, so long as Verizon shall hold at least 1%
of the shares of Common Stock outstanding on a fully diluted basis.

      Pursuant to a Stock Purchase Agreement dated as of June 13, 1999, the
Company is required to use all reasonable efforts, subject to fiduciary duties
under applicable law, to cause an XO Communications, Inc. representative to be
elected to the Company's Board.

Equity Compensation Plans

      The following table sets forth certain information as of April 15, 2003
for all compensation plans, including individual compensation arrangements,
under which equity securities of the Company are authorized for issuance.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                            Number of
                                         securities to be
                                           issued upon         Weighted average        Number of
                                           exercise of        exercise price of        securities
                                           outstanding           outstanding      remaining available
                                        options, warrants     options, warrants       for further
            Plan category                   and rights            and rights            issuance
            -------------                   ----------            ----------            --------
-----------------------------------------------------------------------------------------------------
<S>                                         <C>                     <C>                 <C>
Equity compensation plans
approved by security holders                1,701,524               $2.61               884,639
-----------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by security holders
-----------------------------------------------------------------------------------------------------
Total                                       1,701,524               $2.61               884,639
-----------------------------------------------------------------------------------------------------
</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The information under 'Director Compensation' included in Item 11. of this
Form 10-K/A is incorporated by reference.

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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, in New York, New York
on April 30, 2003.

                                        SPEEDUS CORP.


                                        s/s Shant S. Hovnanian
                                        ----------------------
                                        Shant S. Hovnanian
                                        President, Chief Executive Officer and
                                        Chairman of the Board of Directors


                                        s/s Thomas M. Finn
                                        ------------------
                                        Thomas M. Finn
                                        Treasurer and Chief Financial Officer

<PAGE>

                            CERTIFICATION PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

I, Shant S. Hovnanian, certify that:

1. I have reviewed this annual report on Form 10-K/A of Speedus Corp.;

2. Based on my knowledge, this annual 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 annual 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 annual 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 annual 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
      annual report (the "Evaluation Date"); and

      c) presented in this annual 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
annual 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: April 30, 2003


By:    /s/ Shant S. Hovnanian
       ----------------------
Name:  Shant S. Hovnanian
Title: Chairman of the Board of Directors and Chief Executive Officer

<PAGE>

                            CERTIFICATION PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

I, Thomas M. Finn, certify that:

1. I have reviewed this annual report on Form 10-K/A of Speedus Corp.;

2. Based on my knowledge, this annual 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 annual 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 annual 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 annual 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
      annual report (the "Evaluation Date"); and

      c) presented in this annual 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
annual 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:  April 30, 2003


By:    /s/ Thomas M. Finn
       ------------------
Name:  Thomas M. Finn
Title: Treasurer and Chief Financial Officer