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

FORM 10-Q

|   |  |                                                                                          
|-- |  | -----------------------------------------------------------------------------------------
|þ  |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. 
|   |  | For the quarterly period ended March 31, 2003                                            
|  
|or |  |                                                                                          
|  
|o  |  | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|   |  | For the transition period from
 to                                                       
|  
|   |  | Commission file number 000-30586                                                         

IVANHOE ENERGY INC.
(Exact name of registrant as specified in its charter)

|                                                                             |  |                                                
|---------------------------------------------------------------------------- |  | -----------------------------------------------
|Yukon, Canada
(State or other jurisdiction of
incorporation or organization) |  | 98-0372413
(I.R.S. Employer
Identification No.)

Suite 654  999 Canada Place
Vancouver, British Columbia, Canada
V6C 3E1
(Address of principal executive office)

(604) 688-8323
(registrants telephone number, including area code)

Former Name, Former Address and Former Fiscal Year, if Change Since Last
Report:

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.

|     |  |    
|---- |  | ---
|Yesþ |  | Noo

The number of shares of the registrants capital stock outstanding as of March
31, 2003 was 144,872,527 Common Shares, no par value.



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TABLE OF CONTENTS



|                                                                                             |                                                                 |  |  |  |  |  |  | 
|-------------------------------------------------------------------------------------------- | --------------------------------------------------------------- |  |  |  |  |  |  | 
|Part I - Financial Information                                                              
|Item 1. Financial Statements                                                                
|                                                                                             | Consolidated Condensed Balance Sheets                          
|                                                                                             | Unaudited Consolidated Condensed Statements of Loss and Deficit
|                                                                                             | Unaudited Consolidated Condensed Statements of Cash Flow       
|                                                                                             | Notes to the Consolidated Condensed Financial Statements       
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                          
|Item 4. Controls and Procedures                                                             
|Part II - Other Information                                                                 
|Item 1. Legal Proceedings                                                                   
|Item 2. Changes in Securities and Use of Proceeds                                           
|Item 3. Defaults Upon Senior Securities                                                     
|Item 4. Submission of Matters To a Vote of Securityholders                                  
|Item 5. Other Information                                                                   
|Item 6. Exhibits and Reports on Form 8-K                                                    

TABLE OF CONTENTS

|        |  |                                                                                                                           |  |     
|------- |  | ------------------------------------------------------------------------------------------------------------------------- |  | ----
|        |  |                                                                                                                           |  | Page
|        |  |                                                                                                                           |  |     
|PART I  |  | Financial Information                                                                                                     |  |     
|        |  |                                                                                                                           |  |     
|Item 1. |  | Financial Statements                                                                                                      |  |     
|        |  |                                                                                                                           |  |     
|        |  | Consolidated Condensed Balance Sheets at March 31, 2003
(unaudited) and December 31, 2002                                 |  | 3   
|        |  |                                                                                                                           |  |     
|        |  | Unaudited Consolidated Condensed Statements of Loss and
Deficit for the Three-Month Periods Ended March 31, 2003 and
2002 |  | 4   
|        |  |                                                                                                                           |  |     
|        |  | Unaudited Consolidated Condensed Statements of Cash Flow for
the Three-Month Periods Ended March 31, 2003 and 2002        |  | 5   
|        |  |                                                                                                                           |  |     
|        |  | Notes to the Unaudited Consolidated Condensed Financial
Statements                                                        |  | 6   
|        |  |                                                                                                                           |  |     
|Item 2. |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations                                     |  | 10  
|        |  |                                                                                                                           |  |     
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risks                                                               |  | 13  
|        |  |                                                                                                                           |  |     
|Item 4. |  | Controls and Procedures                                                                                                   |  | 13  
|        |  |                                                                                                                           |  |     
|PART II |  | Other Information                                                                                                         |  |     
|        |  |                                                                                                                           |  |     
|Item 1. |  | Legal Proceedings                                                                                                         |  | 14  
|        |  |                                                                                                                           |  |     
|Item 2. |  | Changes in Securities and Use of Proceeds                                                                                 |  | 14  
|        |  |                                                                                                                           |  |     
|Item 3. |  | Defaults Upon Senior Securities                                                                                           |  | 14  
|        |  |                                                                                                                           |  |     
|Item 4. |  | Submission of Matters To a Vote of Securityholders                                                                        |  | 14  
|        |  |                                                                                                                           |  |     
|Item 5. |  | Other Information                                                                                                         |  | 14  
|        |  |                                                                                                                           |  |     
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                                          |  | 14  

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Part I  Financial Information




Item 1.     Financial Statements




IVANHOE ENERGY INC.
Consolidated Condensed Balance Sheets
(stated in thousands of U.S. Dollars)

|                                                                               |  |                |         |                   |  |   |         |  
|------------------------------------------------------------------------------ |  | -------------- | ------- | ----------------- |  | - | ------- | -
|                                                                               |  | March 31, 2003 |         | December 31, 2002
|                                                                               |  |                |         |                  
|                                                                               |  | (unaudited)    |         | (audited)        
|Assets                                                                         |  |                |         |                   |  |   |         |  
|Current Assets                                                                 |  |                |         |                   |  |   |         |  
|Cash and cash equivalents                                                      |  | $              | 2,783   |                   |  | $ | 3,980   |  
|Accounts receivable                                                            |  |                | 2,634   |                   |  |   | 2,519   |  
|Other                                                                          |  |                | 755     |                   |  |   | 691     |  
|                                                                               |  |                |         |                   |  |   |         |  
|                                                                               |  |                | 6,172   |                   |  |   | 7,190   |  
|Long term assets                                                               |  |                | 484     |                   |  |   | 462     |  
|Oil and gas properties, equipment and GTL investments, net                     |  |                | 100,572 |                   |  |   | 99,436  |  
|                                                                               |  |                |         |                   |  |   |         |  
|                                                                               |  | $              | 107,228 |                   |  | $ | 107,088 |  
|                                                                               |  |                |         |                   |  |   |         |  
|Liabilities and Shareholders Equity                                           |  |                |         |                   |  |   |         |  
|Current Liabilities                                                            |  |                |         |                   |  |   |         |  
|Accounts payable and accrued liabilities                                       |  | $              | 5,116   |                   |  | $ | 4,797   |  
|Demand loans payable                                                           |  |                | 750     |                   |  |   | 500     |  
|Convertible debenture                                                          |  |                | 1,000   |                   |  |   | 1,000   |  
|                                                                               |  |                |         |                   |  |   |         |  
|                                                                               |  |                | 6,866   |                   |  |   | 6,297   |  
|                                                                               |  |                |         |                   |  |   |         |  
|Asset retirement obligation                                                    |  |                | 405     |                   |  |   | 243     |  
|                                                                               |  |                |         |                   |  |   |         |  
|Shareholders Equity                                                           |  |                |         |                   |  |   |         |  
|Share capital, issued 144,873,000
common shares; December
31, 2002 144,466,000 |  |                | 131,519 |                   |  |   | 131,112 |  
|Deficit                                                                        |  |                | (31,562 | )                 |  |   | (30,564 | )
|                                                                               |  |                |         |                   |  |   |         |  
|                                                                               |  |                | 99,957  |                   |  |   | 100,548 |  
|                                                                               |  |                |         |                   |  |   |         |  
|                                                                               |  | $              | 107,228 |                   |  | $ | 107,088 |  
|                                                                               |  |                |         |                   |  |   |         |  

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IVANHOE ENERGY INC.
Unaudited Consolidated Condensed Statements of Loss and Deficit
Three Month Periods Ended March 31
(stated in thousands of U.S. Dollars except share and per share data)

|                                                 |  |      |         |      |  |   |         | 
|------------------------------------------------ |  | ---- | ------- | ---- |  | - | ------- | 
|                                                 |  | 2003 |         | 2002
|                                                 |  |      |         |     
|Revenue                                          |  |      |         |      |  |   |         | 
|Oil and gas revenue                              |  | $    | 2,531   |      |  | $ | 1,663   | 
|Interest income                                  |  |      | 37      |      |  |   | 29      | 
|                                                 |  |      |         |      |  |   |         | 
|                                                 |  |      | 2,568   |      |  |   | 1,692   | 
|                                                 |  |      |         |      |  |   |         | 
|Expenses                                         |  |      |         |      |  |   |         | 
|Operating costs                                  |  |      | 898     |      |  |   | 856     | 
|General and administrative                       |  |      | 1,748   |      |  |   | 1,587   | 
|Depletion and depreciation                       |  |      | 920     |      |  |   | 770     | 
|                                                 |  |      |         |      |  |   |         | 
|                                                 |  |      | 3,566   |      |  |   | 3,213   | 
|                                                 |  |      |         |      |  |   |         | 
|Net Loss                                         |  |      | 998     |      |  |   | 1,521   | 
|Deficit, beginning of period                     |  |      | 30,564  |      |  |   | 23,495  | 
|                                                 |  |      |         |      |  |   |         | 
|Deficit, end of period                           |  | $    | 31,562  |      |  | $ | 25,016  | 
|                                                 |  |      |         |      |  |   |         | 
|Net Loss per share                               |  | $    | 0.01    |      |  | $ | 0.01    | 
|                                                 |  |      |         |      |  |   |         | 
|Weighted Average Number of Shares (in
thousands) |  |      | 144,534 |      |  |   | 139,458 | 
|                                                 |  |      |         |      |  |   |         | 

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IVANHOE ENERGY INC.
Unaudited Consolidated Condensed Statements of Cash Flow
Three Month Periods Ended March 31
(stated in thousands of U.S. Dollars)

|                                                      |  |      |        |      |  |   |        |  
|----------------------------------------------------- |  | ---- | ------ | ---- |  | - | ------ | -
|                                                      |  | 2003 |        | 2002
|                                                      |  |      |        |     
|Operating Activities                                  |  |      |        |      |  |   |        |  
|Net (loss)                                            |  | $    | (998   | )    |  | $ | (1,521 | )
|Items not requiring use of cash                       |  |      |        |      |  |   |        |  
|Depletion and depreciation                            |  |      | 920    |      |  |   | 770    |  
|Changes in non-cash working capital items             |  |      | 547    |      |  |   | (124   | )
|                                                      |  |      |        |      |  |   |        |  
|                                                      |  |      | 469    |      |  |   | (875   | )
|                                                      |  |      |        |      |  |   |        |  
|Investing Activities                                  |  |      |        |      |  |   |        |  
|Capital spending                                      |  |      | (1,916 | )    |  |   | (6,688 | )
|Proceeds from sale of assets                          |  |      |       |      |  |   | 1,200  |  
|                                                      |  |      |        |      |  |   |        |  
|                                                      |  |      | (1,916 | )    |  |   | (5,488 | )
|                                                      |  |      |        |      |  |   |        |  
|Financing Activities                                  |  |      |        |      |  |   |        |  
|Shares issued on exercise of options                  |  |      |       |      |  |   | 69     |  
|Proceeds from demand loan                             |  |      | 250    |      |  |   |       |  
|                                                      |  |      |        |      |  |   |        |  
|                                                      |  |      | 250    |      |  |   | 69     |  
|                                                      |  |      |        |      |  |   |        |  
|Decrease in cash and cash equivalents, for the period |  |      | (1,197 | )    |  |   | (6,294 | )
|Cash and cash equivalents, beginning of period        |  |      | 3,980  |      |  |   | 9,697  |  
|                                                      |  |      |        |      |  |   |        |  
|Cash and cash equivalents, end of period              |  | $    | 2,783  |      |  | $ | 3,403  |  
|                                                      |  |      |        |      |  |   |        |  
|Included in the above are the following:              |  |      |        |      |  |   |        |  
|Taxes paid                                            |  | $    | 6      |      |  | $ |       |  
|                                                      |  |      |        |      |  |   |        |  
|Interest paid                                         |  | $    | 19     |      |  | $ | 18     |  
|                                                      |  |      |        |      |  |   |        |  
|Decrease (increase) in non-cash working capital items |  |      |        |      |  |   |        |  
|Accounts receivable                                   |  | $    | (115   | )    |  | $ | 271    |  
|Other current assets                                  |  |      | (64    | )    |  |   | 6      |  
|Accounts payable and accrued liabilities              |  |      | 726    |      |  |   | (401   | )
|                                                      |  |      |        |      |  |   |        |  
|                                                      |  | $    | 547    |      |  | $ | (124   | )
|                                                      |  |      |        |      |  |   |        |  

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Notes to the Consolidated Condensed Financial Statements
March 31, 2003
(all tabular amounts are expressed in thousands of United States dollars except per share data)
(Unaudited)

1.     GENERAL

The unaudited consolidated condensed financial statements have been prepared on
a basis consistent with the accounting principles and policies reflected in the
December 31, 2002 consolidated financial statements, except for a change in the
policy of accounting for asset retirement obligations, and should be read in
conjunction therewith. The December 31, 2002 consolidated balance sheet was
derived from the audited consolidated financial statements, but does not
include all disclosures required by generally accepted accounting principles
(GAAP) in Canada and the U.S. All adjustments which are, in the opinion of
management, necessary for a fair presentation of the Companys financial
position as at March 31, 2003 and December 31, 2002 and the results of
operations and cash flows for the three-month periods ended March 31, 2003 and
2002 have been included. The results of operations and cash flows are not
necessarily indicative of the results for a full year.

The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts and other disclosure in these
condensed consolidated financial statements. Actual results may differ from
those estimates.

2.     SIGNIFICANT ACCOUNTING POLICIES

Asset Retirement

Prior to January 2003, the Company had estimated its future site restoration
and abandonment costs associated with its oil and gas properties and amortized
this estimate to operations using the unit-of-production method based upon
estimated proved reserves. The provision was included with depletion and
depreciation expense.

For fiscal years beginning after January 1, 2004, Canadian GAAP requires that
asset retirement costs and liabilities associated with site restoration and
abandonment of tangible long-lived assets be initially measured at a fair value
which approximates the cost a third party would incur in performing the tasks
necessary to retire such assets. The fair value is recognized in the financial
statements at the present value of expected future cash flows. Subsequent to
the initial measurement, the effect of the passage of time on the liability for
the asset retirement obligation (accretion expense) and the amortization of the
asset retirement cost are recognized in the results of operations.

The Company has elected early implementation of this accounting policy.
Accordingly, effective January 1, 2003, the Company changed its accounting
policy to capitalize asset retirement costs as part of the carrying value of
its oil and gas properties and adjusted the amount of its site restoration
liability to the present value of the liability for the corresponding asset
retirement obligation as of this date. The Company has adopted the policy
without retroactive adjustment of prior years because implementation of this
change had an immaterial effect on the Companys financial position and results
of operations in prior years or in the current period (See notes 3 and 9).

U.S. GAAP for asset retirement obligations conforms in all material respects to
Canadian GAAP. Implementation for U.S. GAAP is required for fiscal years
beginning after June 2002.

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The asset retirement costs are being amortized using the unit of production
method based on estimated proved reserves. The amortization expenses and
accretion of the liability for the asset retirement obligation are included
with depletion and depreciation expense.

3.     OIL AND GAS PROPERTIES

Effective January 2003, the Company capitalized $0.3 million as a result of
implementation of a new accounting policy on asset retirement obligations. No
additional asset retirement costs were incurred for the three-month period
ended March 31, 2003.

4.     DERIVATIVE ACTIVITIES

The Companys results of operations are sensitive mainly to fluctuations in oil
and natural gas prices. The Company may periodically use different types of
derivative instruments to manage its exposure to price volatility, thus
mitigating fluctuations in commodity-related cash flows.

In September 2002, the Company entered into a costless collar derivative to
hedge the cash flow from the sale of 91,000 barrels of oil production over a
six-month period starting October 2002 or approximately 50% of production
volumes. The hedge has a ceiling price of $28.95 per barrel and a floor price
of $24.00 per barrel using WTI as the index traded on the NYMEX. Gains and
losses on derivatives are recognized in earnings as they are realized. For the
three-month period ended March 31, 2003, the Company had realized losses of
$0.2 million on derivative transactions. The hedge losses are included in oil
and gas revenue.

5.     SEGMENT INFORMATION

The following tables present the Companys interim segment information for the
three-month periods ended March 31:

|                                           |  |      |       |       |  |       |       |      |  |       |       |       |  |   |       |      |  |   |     |   |  |   |       | 
|------------------------------------------ |  | ---- | ----- | ----- |  | ----- | ----- | ---- |  | ----- | ----- | ----- |  | - | ----- | ---- |  | - | --- | - |  | - | ----- | 
|                                           |  |      |       |       |  | 2003  |       |      |  |       |       |       |  |   |       | 2002 |  |   |     |  
|                                           |  |      |       |      
|                                           |  | U.S. |       | China |  | Total |       | U.S. |  | China |       | Total
|                                           |  |      |       |       |  |       |       |      |  |       |       |      
|Oil and gas revenue                        |  | $    | 1,441 |       |  | $     | 1,090 |      |  | $     | 2,531 |       |  | $ | 1,032 |      |  | $ | 631 |   |  | $ | 1,663 | 
|Interest income                            |  |      | 37    |       |  |       |      |      |  |       | 37    |       |  |   | 29    |      |  |   |    |   |  |   | 29    | 
|                                           |  |      |       |       |  |       |       |      |  |       |       |       |  |   |       |      |  |   |     |   |  |   |       | 
|                                           |  |      | 1,478 |       |  |       | 1,090 |      |  |       | 2,568 |       |  |   | 1,061 |      |  |   | 631 |   |  |   | 1,692 | 
|                                           |  |      |       |       |  |       |       |      |  |       |       |       |  |   |       |      |  |   |     |   |  |   |       | 
|Operating costs                            |  |      | 503   |       |  |       | 395   |      |  |       | 898   |       |  |   | 530   |      |  |   | 326 |   |  |   | 856   | 
|Depletion and depreciation                 |  |      | 565   |       |  |       | 355   |      |  |       | 920   |       |  |   | 458   |      |  |   | 312 |   |  |   | 770   | 
|                                           |  |      |       |       |  |       |       |      |  |       |       |       |  |   |       |      |  |   |     |   |  |   |       | 
|                                           |  |      | 1,068 |       |  |       | 750   |      |  |       | 1,818 |       |  |   | 988   |      |  |   | 638 |   |  |   | 1,626 | 
|                                           |  |      |       |       |  |       |       |      |  |       |       |       |  |   |       |      |  |   |     |   |  |   |       | 
|Segment income (loss) before the
following |  | $    | 410   |       |  | $     | 340   |      |  |       | 750   |       |  | $ | 73    |      |  | $ | (7  | ) |  |   | 66    | 
|                                           |  |      |       |       |  |       |       |      |  |       |       |       |  |   |       |      |  |   |     |   |  |   |       | 
|General and administrative                 |  |      |       |       |  |       |       |      |  |       | 1,748 |       |  |   |       |      |  |   |     |   |  |   | 1,587 | 
|                                           |  |      |       |       |  |       |       |      |  |       |       |       |  |   |       |      |  |   |     |   |  |   |       | 
|Net loss                                   |  |      |       |       |  |       |       |      |  | $     | 998   |       |  |   |       |      |  |   |     |   |  | $ | 1,521 | 
|                                           |  |      |       |       |  |       |       |      |  |       |       |       |  |   |       |      |  |   |     |   |  |   |       | 

|                      |                |  |                      |        |                         |  |   |        |  |   |         |        |  |  |   |        |  |  |   |        |  |   |         |        | 
|--------------------- | -------------- |  | -------------------- | ------ | ----------------------- |  | - | ------ |  | - | ------- | ------ |  |  | - | ------ |  |  | - | ------ |  | - | ------- | ------ | 
|                      |                |  | As at March 31, 2003 |        | As at December 31, 2002
|                      |                |  |                      |        |                        
|Capital Expenditures: |                |  |                      |        |                         |  |   |        |  |   |         |        |  |  |   |        |  |  |   |        |  |   |         |       
|                      | Oil and gas    |  | $                    | 1,113  |                         |  | $ | 593    |  |   | $       | 1,706  |  |  | $ | 13,305 |  |  | $ | 3,626  |  |   | $       | 16,931 | 
|                      |                |  |                      |        |                         |  |   |        |  |   |         |        |  |  |   |        |  |  |   |        |  |   |         |       
|                      | Gas-to-liquids |  |                      |        |                         |  |   |        |  |   |         | 210    |  |  |   |        |  |  |   |        |  |   |         | 1,897  | 
|                      |                |  |                      |        |                         |  |   |        |  |   |         |        |  |  |   |        |  |  |   |        |  |   |         |       
|                      |                |  |                      |        |                         |  |   |        |  | $ | 1,916   |        |  |  |   |        |  |  |   |        |  | $ | 18,828  |       
|                      |                |  |                      |        |                         |  |   |        |  |   |         |        |  |  |   |        |  |  |   |        |  |   |         |       
|Identifiable Assets:  |                |  |                      |        |                         |  |   |        |  |   |         |        |  |  |   |        |  |  |   |        |  |   |         |       
|                      | Oil & gas      |  | $                    | 63,875 |                         |  | $ | 25,814 |  |   | $       | 89,689 |  |  | $ | 64,448 |  |  | $ | 25,281 |  |   | $       | 89,729 | 
|                      |                |  |                      |        |                         |  |   |        |  |   |         |        |  |  |   |        |  |  |   |        |  |   |         |       
|                      | Gas-to-liquids |  |                      |        |                         |  |   |        |  |   |         | 17,539 |  |  |   |        |  |  |   |        |  |   |         | 17,359 | 
|                      |                |  |                      |        |                         |  |   |        |  |   |         |        |  |  |   |        |  |  |   |        |  |   |         |       
|                      |                |  |                      |        |                         |  |   |        |  | $ | 107,228 |        |  |  |   |        |  |  |   |        |  | $ | 107,088 |       
|                      |                |  |                      |        |                         |  |   |        |  |   |         |        |  |  |   |        |  |  |   |        |  |   |         |       

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6.     SHARE CAPITAL

Following is a summary of the changes in share capital and stock options
outstanding for the three-month period ended March 31, 2003:

|                          |                             |  |               |     |               |   |             |     |        |  |                |      |   |   |          |      | 
|------------------------- | --------------------------- |  | ------------- | --- | ------------- | - | ----------- | --- | ------ |  | -------------- | ---- | - | - | -------- | ---- | 
|                          |                             |  | Common Shares |     | Stock Options
|                          |                             |  |               |     |              
|                          |                             |  |               |     |               |   |             |     |        |  |                |      |   |   | Weighted
|                          |                             |  |               |     |               |   |             |     |        |  |                |      |   |   | Average 
|                          |                             |  | Number        |     |               |   |             |     | Number |  | Exercise Price
|                          |                             |  | (thousands)   |     | Amount        |   | (thousands) |     | Cdn.$ 
|                          |                             |  |               |     |               |   |             |     |       
|Balance December 31, 2002 |                             |  | 144,466       |     |               | $ | 131,112     |     |        |  | 10,265         |      |   | $ | 2.69     |     
|                          | Shares issued for service   |  |               | 407 |               |   |             | 407 |        |  |                |      |   |   |          |      | 
|                          | Options cancelled/forfeited |  |               |     |               |   |             |     |        |  |                | (584 | ) |   | $        | 4.48 | 
|                          |                             |  |               |     |               |   |             |     |        |  |                |      |   |   |          |     
|Balance March 31, 2003    |                             |  | 144,873       |     |               | $ | 131,519     |     |        |  | 9,681          |      |   | $ | 2.58     |     
|                          |                             |  |               |     |               |   |             |     |        |  |                |      |   |   |          |     

Had compensation expense been determined based on the fair value at the option
grant date, the Companys net loss and net loss per share for the three-month
period ended March 31, 2003 would have been $1.1 million and $.01 per share,
respectively. The effect on the Companys net loss and net loss per share for
the comparable period in 2002 would have been immaterial based on the number of
stock options granted in this period. The foregoing is calculated in accordance
with Black-Scholes options pricing model, using the following data and
assumptions: 72% price volatility, using the prior two years weekly average
prices of the Companys common shares; expected dividend yield of 0%; option
terms to expiry of 5 years, as defined by the option agreements; risk-free rate
of return as of the date of the grant of 4.4% to 5.6%, based on one and five
year Government of Canada Bond yields.

7.     DEMAND LOANS PAYABLE

In December 2002 and in March 2003, the Company borrowed $0.5 million and $0.25
million, respectively, from a related party to finance China operations. The
unsecured loans are due 90 days after written demand, on the closing date of
obtaining equity financing or December 31, 2005 whichever occurs earliest. The
loans bear interest at U.S. prime plus 3%.

8.     CONVERTIBLE DEBENTURE

The $1.0 million unsecured convertible debenture is due within 90 days
following written demand after March 27, 2003. Principal and interest are
convertible through this date, at lenders option, into common shares of the
Company at U.S.$0.77 per share. The parties have agreed by mutual consent to
extend the debenture until December 27, 2003 at which time the principal and
any unpaid interest are convertible at U.S. $0.50 per share.

9.     ASSET RETIREMENT OBLIGATION

Effective January 2003, the Company changed its policy on accounting for
liabilities associated with site restoration and abandonment of its oil and gas
properties. The undiscounted amount of expected cash flows required to settle
the asset retirement obligations is estimated at $0.8 million to be settled
over a twelve-year period starting in 2010. The liability for the expected cash
flows, as reflected in the financial statements, has been discounted at 7%.
Implementation of the policy resulted in an additional provision of $0.2
million.

Page 8 of 19



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##### 



10.     ADDITIONAL DISCLOSURE REQUIRED UNDER U.S. GAAP

The consolidated condensed financial statements have been prepared in
accordance with Canadian GAAP, which conforms to U.S. GAAP except as below:

Consolidated Condensed Balance Sheets

|              |                                                                     |   |                      |         |                         |   |             |         |               |   |        |         |   |   |         |         |  
|------------- | ------------------------------------------------------------------- | - | -------------------- | ------- | ----------------------- | - | ----------- | ------- | ------------- | - | ------ | ------- | - | - | ------- | ------- | -
|              |                                                                     |   | As at March 31, 2003 |         | As at December 31, 2002
|              |                                                                     |   |                      |         |                        
|              |                                                                     |   | Oil and Gas          |         | Shareholders'           |   | Oil and Gas |         | Shareholders'
|              |                                                                     |   | Properties           |         | Equity                  |   | Properties  |         | Equity       
|              |                                                                     |   |                      |         |                         |   |             |         |              
|Canadian GAAP |                                                                     | $ | 100,572              |         |                         | $ | 99,957      |         |               | $ | 99,436 |         |   | $ | 100,548 |        
|              | Adjustment to ascribed value of shares
issued for royalty interests |   |                      | 1,358   |                         |   |             | 1,358   |               |   |        | 1,358   |   |   |         | 1,358   |  
|              | Impairment provision for China properties                           |   |                      | (10,000 | )                       |   |             | (10,000 | )             |   |        | (10,000 | ) |   |         | (10,000 | )
|              | Depletion adjustment  China                                        |   |                      | 101     |                         |   |             | 101     |               |   |        | 78      |   |   |         | 78      |  
|              | GTL development costs written off                                   |   |                      | (6,813  | )                       |   |             | (6,813  | )             |   |        | (6,603  | ) |   |         | (6,603  | )
|              | OCI  derivative mark-to-market adjustment                          |   |                      |        |                         |   |             |        |               |   |        |        |   |   |         | (102    | )
|              |                                                                     |   |                      |         |                         |   |             |         |               |   |        |         |   |   |         |        
|U.S. GAAP     |                                                                     | $ | 85,218               |         |                         | $ | 84,603      |         |               | $ | 84,269 |         |   | $ | 85,279  |        
|              |                                                                     |   |                      |         |                         |   |             |         |               |   |        |         |   |   |         |        

Under U.S. GAAP, changes in the fair value of derivative instruments that meet
specific cash-flow hedge accounting criteria are reported in other
comprehensive income (OCI). The gains and losses on cash-flow hedge
transactions that are reported in OCI are reclassified to earnings in the
period in which earnings are affected by changes in the cash flow of the
underlying hedged item. The derivative contract expired on March 31, 2003.
Therefore, the hedge liability provided for in the Canadian GAAP financial
statements as at March 31, 2003 is $0.1 million and there is no mark-to-market
adjustment for U.S. GAAP.

Under U.S. GAAP, the transfer of deficit to share capital, which occurred in
1999, would not be recognized and would comprise the following Shareholders
Equity:

|                                            |  |           |          |              |  |   |          |  
|------------------------------------------- |  | --------- | -------- | ------------ |  | - | -------- | -
|                                            |  | March 31, |          | December 31,
|                                            |  | 2003      |          | 2002        
|                                            |  |           |          |             
|Share capital (including adjustments above) |  | $         | 207,332  |              |  | $ | 206,925  |  
|Deficit (Including adjustments above)       |  |           | (122,729 | )            |  |   | (121,544 | )
|Accumulated other comprehensive income      |  |           |         |              |  |   | (102     | )
|                                            |  |           |          |              |  |   |          |  
|                                            |  | $         | 84,603   |              |  | $ | 85,279   |  
|                                            |  |           |          |              |  |   |          |  

Consolidated Condensed Statements of Loss and Deficit

|              |                                        |   |                                    |     |           |   |      |   |           |   |       |     |   |   |      |      | 
|------------- | -------------------------------------- | - | ---------------------------------- | --- | --------- | - | ---- | - | --------- | - | ----- | --- | - | - | ---- | ---- | 
|              |                                        |   | Three Month Periods Ended March 31
|              |                                        |   |                                   
|              |                                        |   | 2003                               |     | 2002     
|              |                                        |   |                                    |     |          
|              |                                        |   | Net                                |     | Net Loss  |   | Net  |   | Net Loss 
|              |                                        |   | Loss                               |     | Per Share |   | Loss |   | Per Share
|              |                                        |   |                                    |     |           |   |      |   |          
|Canadian GAAP |                                        | $ | 998                                |     |           | $ | 0.01 |   |           | $ | 1,521 |     |   | $ | 0.01 |     
|              | Depletion adjustment  China           |   |                                    | (23 | )         |   |      |  |           |   |       | (20 | ) |   |      |     | 
|              | GTL development costs written off, net |   |                                    | 210 |           |   |      |  |           |   |       | 630 |   |   |      | 0.01 | 
|              |                                        |   |                                    |     |           |   |      |   |           |   |       |     |   |   |      |     
|U.S. GAAP     |                                        | $ | 1,185                              |     |           | $ | 0.01 |   |           | $ | 2,131 |     |   | $ | 0.02 |     
|              |                                        |   |                                    |     |           |   |      |   |           |   |       |     |   |   |      |     

Page 9 of 19



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

The following should be read in conjunction with the Companys consolidated
financial statements contained herein and in the Form 10-K for the year ended
December 31, 2002, along with Managements Discussion and Analysis of Financial
Condition and Results of Operations contained in such Form 10-K. Any terms
used but not defined in the following discussion have the same meaning given to
them in the Form 10-K.

Results of Operations

For the three-month period ended March 31, 2003, the net loss was $1.0 million
($.01 per share) compared to a net loss of $1.5 million ($.01 per share) for
the comparable period in 2002. Cash from operating activities for the
three-month period ended March 31, 2003 was $0.5 million compared to a cash
deficit from operating activities of $0.9 million for the comparable period in
2002. Our cash position decreased $1.2 million for the three-month period ended
March 31, 2003 primarily due to $1.9 million of capital spending partially
offset by cash from operating activities and a $0.25 million loan from a
related party. Cash for the comparable period in 2002 decreased $6.3 million
primarily due to $6.7 million of capital spending and the cash deficit from
operating activities partially offset by the $1.2 million proceeds from the
sale of our Daqing assets in January 2002.

Production and Operations

Oil and gas revenues for the three-month period ended March 31,2003 were $2.5
million. This represents an increase of $0.9 million for the comparable period
in 2002 primarily as a result of an average increase of $9.62 per barrel of oil
equivalent (boe) in oil and gas prices.

For the three-month period ended March 31, 2003, net production from the U.S
and China was down slightly compared to the same period in 2002. U.S.
production volume increases from South Midway mostly offset the loss in
production from Spraberry as a result of the sale of certain Spraberry
interests in the second half of 2002.

Operating costs in the U.S. are up 4% per boe for the three-month period ended
March 31, 2003 compared to the same period in 2002. Operating costs per boe in
the South Midway increased as a result of additional costs associated with the
full scale cyclic steaming program initiated in May 2002 and an increase in
well workover costs. This decrease was partially offset by a decrease in
operating costs per boe at Spraberry due to a maturing of those operations and
continuing cost controls. U.S. depletion costs per boe increased 33% for the
first quarter of 2003 primarily due to the partial impairment of Northwest Lost
Hills and other California properties in the second half of 2002.

Operating costs per barrel in China increased 46% for the three-month period
ended March 31, 2003 compared to the same period in 2002 as a result of
increased workover costs on two wells in 2003. Depletion in China increased 14%
for the first quarter of 2003 primarily due to a downward revision of our
proved reserves at Dagang as a result of increased oil prices.

Page 10 of 19



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##### 



Production and operating information are detailed below:

|                |                      |  |                                     |        |       |  |       |        |      |  |       |        |       |  |  |        |  |  |  |        |  |  |  |        | 
|--------------- | -------------------- |  | ----------------------------------- | ------ | ----- |  | ----- | ------ | ---- |  | ----- | ------ | ----- |  |  | ------ |  |  |  | ------ |  |  |  | ------ | 
|                |                      |  | Three-Month Periods Ended March 31,
|                |                      |  |                                    
|                |                      |  | 2003                                |        | 2002 
|                |                      |  |                                     |        |      
|                |                      |  | U.S.                                |        | China |  | Total |        | U.S. |  | China |        | Total
|                |                      |  |                                     |        |       |  |       |        |      |  |       |        |      
|Net Production: |                      |  |                                     |        |       |  |       |        |      |  |       |        |       |  |  |        |  |  |  |        |  |  |  |       
|                | BOE                  |  |                                     | 55,979 |       |  |       | 37,060 |      |  |       | 93,039 |       |  |  | 57,621 |  |  |  | 36,958 |  |  |  | 94,579 | 
|                | BOE/day for the year |  |                                     | 622    |       |  |       | 412    |      |  |       | 1,034  |       |  |  | 640    |  |  |  | 411    |  |  |  | 1,051  | 

|                             |  |         |       |         |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       |   |  |   |       | 
|---------------------------- |  | ------- | ----- | ------- |  | - | ----- |  |  | - | ----- |  |  | - | ----- |  |  | - | ----- | - |  | - | ----- | 
|                             |  | Per BOE |       | Per BOE
|                             |  |         |       |        
|Oil and gas revenue          |  | $       | 25.74 |         |  | $ | 29.42 |  |  | $ | 27.21 |  |  | $ | 17.92 |  |  | $ | 17.08 |   |  | $ | 17.59 | 
|                             |  |         |       |         |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       |   |  |   |       | 
|Operating costs              |  |         | 6.17  |         |  |   | 7.07  |  |  |   | 6.53  |  |  |   | 5.95  |  |  |   | 4.85  |   |  |   | 5.52  | 
|Production taxes             |  |         | 0.93  |         |  |   |      |  |  |   | 0.56  |  |  |   | 0.68  |  |  |   |      |   |  |   | 0.41  | 
|Engineering support          |  |         | 1.88  |         |  |   | 3.59  |  |  |   | 2.56  |  |  |   | 2.57  |  |  |   | 3.98  |   |  |   | 3.12  | 
|                             |  |         |       |         |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       |   |  |   |       | 
|                             |  |         | 8.98  |         |  |   | 10.66 |  |  |   | 9.65  |  |  |   | 9.20  |  |  |   | 8.83  |   |  |   | 9.05  | 
|                             |  |         |       |         |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       |   |  |   |       | 
|Net Revenue before depletion |  |         | 16.76 |         |  |   | 18.76 |  |  |   | 17.56 |  |  |   | 8.72  |  |  |   | 8.25  |   |  |   | 8.54  | 
|Depletion                    |  |         | 10.09 |         |  |   | 9.58  |  |  |   | 9.88  |  |  |   | 7.53  |  |  |   | 8.43  |   |  |   | 7.88  | 
|                             |  |         |       |         |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       |   |  |   |       | 
|Net Revenue from operations  |  | $       | 6.67  |         |  | $ | 9.18  |  |  | $ | 7.68  |  |  | $ | 1.19  |  |  | $ | (0.18 | ) |  | $ | 0.66  | 
|                             |  |         |       |         |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       |   |  |   |       | 

General and Administrative

General and administrative costs declined by $0.3 million due to staff
reductions and cost cutting measures implemented in 2002, however, such costs
allocated to our exploration and development activities declined by $0.5
million primarily due to a reduction in those activities for the first quarter
of 2003. As a result we expensed a net of $0.2 million more in general and
administrative costs for the first three-month period ended March 31, 2003
compared to the same period in 2002.

Exploration and Development Activities

Spending on these activities for the three-month period ended March 31, 2003
was $1.7 million a decrease of $4.3 million over the amounts spent during the
comparable period in 2002. U.S. spending was down $3.9 million in the first
quarter of 2003, primarily due to the completion of our exploration drilling at
Northwest Hills #1-22 and a cessation of our Spraberry drilling program.
Spending in China was down $0.4 million for the first quarter of 2003 primarily
due to reduced activities pending final approval of our Dagang Overall
Development Program.

The South Midway expansion project is being financed with a line of credit
established in February 2003 at which point project development began. Long
lead-time items such as steam generation equipment have been ordered and
construction of surface facilities began. Drilling of the first five wells,
with two development wells in current producing zones and three wells in new
pools, commenced in late April 2003. Drilling will be followed by cycle
steaming each of the new wells. First production is expected during May 2003
and will continue to build through the end of June 2003 as wells are returned
from cycle steam. Results and evaluation of the new pool and development well
tests will dictate the future well locations that will optimize project
economics. The second phase of permanent facility installation will commence in
June 2003 and is expected to be completed in September 2003 at which point
drilling the remaining fifteen planned
wells will begin. By year-end 2003, it is anticipated that all twenty wells
will be on production and in various stages of response to the initial cyclic
steaming. Peak production for the project is expected to occur in the first
quarter of 2004.

Page 11 of 19



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##### 



Northwest Lost Hills # 1-22 continues to be suspended while we seek a partner
to share the costs of the testing program.

In the Bossier trend, we have a farm-out agreement in place to test the shallow
zones at Creslenn Ranch. We are in advanced discussions to farm-out interests
in our other Bossier prospects in return for an exploration drilling
commitment.

In the Dagang project, we expect to receive final approval of our Overall
Development Program in the second quarter 2003 at which time we will commence
activities to implement our project development. At our Zitong project, we
established our project office in Chengdu, the capital of Sichuan Province. As
part of our obligations under the first three-year exploration period, we
executed a contract with a local geophysical company and began seismic
reprocessing activities, which will continue along with other geological
reviews, through year-end 2003.

Gas-to-Liquids Activities

Spending on GTL projects for the three-month period ended March 31, 2003 was
$0.2 million a decrease of $0.4 million over the amounts spent during the
comparable period in 2002. This decrease is due to the completion of technical
and commercial feasibility studies for both the Qatar and Egypt projects.

Negotiations in Qatar for an agreement to build a 185,000 barrels per day GTL
plant and 121,000 barrels per day natural gas liquids (NGL) plant continue and
are currently at an advanced and detailed stage. We cannot guarantee, however,
that such an agreement will be realized.

Liquidity and Capital Resources:

Thus far in 2003 we have achieved progress towards key objectives to improve
our liquidity and provide access to capital resources needed to further our
short and medium term goals.

In February 2003, the Company obtained bank financing for up to $5.0 million to
construct facilities and drill an estimated 20 additional wells in the southern
expansion of South Midway. As at March 31, 2003 we had spent approximately $0.1
million on facilities development and had not drawn from the bank line of
credit. At current oil prices in the mid $20/bbl, we anticipate net cash flow
from U.S. operations to be flat to down slightly from 2002 until the fourth
quarter of 2003 at which time we should start to realize higher cash flows from
the production increases in South Midway.

In April 2003, we signed a new agreement with China International Trust &
Investment Corporation (CITIC) that builds on the initial partnership formed
between our two companies in October 2002. This new agreement will see CITIC
assist in the financing
and rapid development of Sunwings exploration and development projects in
China. The immediate priority will be the potential for CITICs direct
investment in the development program of the Dagang project. At current oil
prices in the mid $20/bbl, we anticipate a 20% increase in net cash flows from
the Dagang operations for the remainder of 2003 compared to the same period in
2002 due to higher volumes as a result of placing a reworked well on production
in late 2002 and realizing higher oil prices into the second quarter of 2003 as
delayed under operation of the contract with PetroChina.

Additionally, in April 2003 we agreed to an extension of the $1.0 million
unsecured, convertible debenture to December 27, 2003 under the same terms. On
this date the lender may request repayment of the principal and unpaid interest
or convert the principal and any unpaid interest into our common shares at
$0.50 per share.

Page 12 of 19



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##### 



We will continue to take the necessary measures to meet our goals and improve
our liquidity including the sale of non-core assets, equity financings and
loans from related parties. However, additional funding will be required to
complete future capital programs through a combination of equity, debt and
joint venture partner participation. We cannot assure you that we will be
successful in raising the additional funds necessary or securing joint venture
partners to complete our capital programs. If we are unsuccessful, we will have
to prioritize our capital programs, which may result in delaying and
potentially losing some valuable business opportunities.

Forward-Looking Statements

With the exception of historical information, certain matters discussed in this
Form 10-Q are forward looking statements that involve risks and uncertainties.
Certain statements contained in this Form 10-Q, including statements which may
contain words such as could, should, expect, believe, will and
similar expressions and statements relating to matters that are not historical
facts are forward-looking statements. Such forward-looking statements involve
known and unknown risks and uncertainties which may cause our actual results,
performances or achievements to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Although we believe that our expectations are based
on reasonable assumptions, we can give no assurance that our goals will be
achieved. Important factors that could cause actual results to differ
materially from those in the forward-looking statements herein include, but are
not limited to, our ability to raise capital as and when required, the timing
and extent of changes in prices for oil and gas, competition, environmental
risks, drilling and operating risks, uncertainties about the estimates of
reserves and the potential success of gas-to-liquids development technology,
the prices of goods and services, the availability of drilling rigs and other
support services, legislative and government regulations, political and
economic factors in countries in which we operate and implementation of our
capital investment program.




Item 3.     Quantitative and Qualitative Disclosures About Market Risk

None




Item 4.     Controls and Procedures

Within 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 CEO and CFO, of the effectiveness of the
design and operation of the Companys disclosure controls and procedures
pursuant to the 1934 Securities Exchange Act. Based upon that evaluation, the
CEO and CFO concluded that the Companys disclosure controls and procedures are
effective in timely alerting them to material information required to be
included in the Companys periodic SEC filings relating to the Company
(including its consolidated subsidiaries). There were no significant changes in
the our internal controls or in other factors that could significantly affect
our internal controls subsequent to the date of their evaluation, nor any
significant deficiencies or material weaknesses in such internal controls
requiring corrective actions. As a result, no corrective actions were taken.

Page 13 of 19



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##### 






Part II  Other Information




Item 1.     Legal Proceedings: None




Item 2.     Changes in Securities and Use of Proceeds: None




Item 3.     Defaults Upon Senior Securities: None




Item 4.     Submission of Matters To a Vote of Securityholders: None




Item 5.     Other Information: None




Item 6.     Exhibits and Reports on Form 8-K



|(a) |  | Exhibits
|--- |  | --------

|        |  |                                                                                                           
|------- |  | ----------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                           
|NUMBER  |  | DESCRIPTION                                                                                               
|        |  |                                                                                                           
|99.1    |  | Certification by the Chief Executive Officer Relating to a Periodic Report
Containing Financial Statements
|        |  |                                                                                                           
|99.2    |  | Certification by the Chief Financial Officer Relating to a Periodic Report
Containing Financial Statements



|(b) |  | Reports on Form 8-K.
|--- |  | --------------------
|   
|    |  | None                

SIGNATURE

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

IVANHOE ENERGY INC.

|       |  |                             
|------ |  | ----------------------------
|By:    |  | /s/ John OKeefe            
|Name:  |  | John OKeefe                
|Title: |  | Executive Vice-President and
|       |  | Chief Financial Officer     

Dated: May 7, 2003

Page 14 of 19



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##### 



CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER RELATING TO
INTERNAL DISCLOSURE CONTROLS AND PROCEDURES

I, E. Leon Daniel, certify that:



|1.  |  | I have reviewed this quarterly report on Form 10-Q of Ivanhoe Energy
Inc.;                                                                                                                                                                                                                                                                                                        
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|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 7, 2003

Chief Executive Officer

|    |  |                   
|--- |  | ------------------
|By: |  | /s/ E. Leon Daniel
|    |  |                   
|    |  | E. Leon Daniel    

Page 15 of 19



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##### 



I, John OKeefe, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Ivanhoe Energy Inc.;                                                                                                                                                                                                                                                                                                        
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|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 7, 2003

Chief Financial Officer

|    |  |                 
|--- |  | ----------------
|By: |  | /s/ John OKeefe
|    |  |                 
|    |  | John OKeefe    

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---



##### 



INDEX TO EXHIBITS

|        |  |                                                                                                       
|------- |  | ------------------------------------------------------------------------------------------------------
|Exhibit
|Number  |  | Description                                                                                           
|        |  |                                                                                                       
|99.1    |  | Certification by Chief Executive Officer Relating to a Periodic Report
Containing Financial Statements
|       
|99.2    |  | Certification by Chief Financial Officer Relating to a Periodic Report Containing
Financial Statements

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