---

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---



FORM 10-K/A



---



(Mark One)



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



For the fiscal year ended December 31, 2003



OR



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------



For the transition period from  to



Commission file number 000-28395



---

INTEREP NATIONAL RADIO SALES, INC.

(Exact name of registrant as specified in its charter)



---



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|New York                                                       |  | 13-1865151                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|100 Park Avenue, New York, New York                            |  | 10017                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



(212) 916-0700

(Registrants telephone number, including area code)



---



Securities registered under Section 12(b) of the Exchange Act: None.

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



|                                                |  |                                                              
|----------------------------------------------- |  | -------------------------------------------------------------
|Title of Each Class                             |  | Name of Each Exchange on Which Registered                    
|Class A Common Stock, par value $0.01 per share |  | None (Securities are quoted on the Nasdaq OTC Bulletin Board)



---



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 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 Exchange Act Rule 12b-2).     Yes ̈No  x



As of June 30, 2003, the aggregate market value of the Class A Common Stock, par value $.01 per share, and Class B Common Stock, par value
$.01 per share, held by non-affiliates of the registrant, based upon the last reported sale price for the registrants Class A Common Stock on The Nasdaq Stock Market, as reported in the Wall Street Journal, was $15,851,006 (this excludes
shares owned beneficially by directors, executive officers or the registrants Stock Growth Plan).



The number of shares of the registrants Common Stock outstanding as of the close of business on April 19, 2004, was 6,320,524 shares of Class A Common Stock, and 4,166,394 shares of Class B Common Stock.



---



---

The registrant hereby amends Items 10, 11, 12, 13 and 14 of its Annual Report on Form 10-K, filed on
March 29, 2004, as follows:



PART III



|Item 10 |  | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
|------- |  | --------------------------------------------------



The following table sets forth certain information regarding our directors and executive officers:



|                        |  |                                                                |  |    
|----------------------- |  | -------------------------------------------------------------- |  | ---
|Name                    |  | Position                                                       |  | Age
|Ralph C. Guild          |  | Chief Executive Officer and Chairman of the Board and Director |  | 75 
|                        |  |                                                               
|George E. Pine          |  | President, Chief Operating Officer and Director                |  | 55 
|                        |  |                                                               
|Marc G. Guild           |  | President, Marketing Division, Director                        |  | 53 
|                        |  |                                                               
|William J. McEntee, Jr. |  | Senior Vice President and Chief Financial Officer              |  | 60 
|                        |  |                                                               
|Howard M. Brenner       |  | Director                                                       |  | 70 
|                        |  |                                                               
|Leslie D. Goldberg      |  | Director                                                       |  | 61 
|                        |  |                                                               
|John E. Palmer          |  | Director                                                       |  | 77 
|                        |  |                                                               
|Arnie Semsky            |  | Director                                                       |  | 58 
|                        |  |                                                               
|Arnold Sheiffer         |  | Director                                                       |  | 71 



All executive officers
are appointed for terms of one year. The Board of Directors is divided into three classes of two or three directors each. Each class serves a three year term, and the elections of the classes are staggered so that only one class will be considered
for election at each annual meeting of shareholders.



Ralph
C. Guild has been Chairman of the Board and Chief Executive Officer of the Company since 1986, and has served as a director of the Company since 1967. He has been employed by the Company or its predecessors since 1957 in various capacities. In
November 1991, Mr. Guild became one of the first inductees into the Broadcasting Hall of Fame. Mr. Guild serves on the Boards of Trustees of the Museum of Television & Radio, the Center for Communications and the University of the Pacific. In
April 1998, Mr. Guild received the Golden Mike Award from the Broadcasters Foundation for outstanding contributions to the radio industry. In March 2001, Mr. Guild received the International Radio & Television Societys Golden Medal Award.



George E. Pine was appointed President and Chief
Operating Officer of the Company in March 2003. He joined our Board of Directors in April 2003. He was President of the Companys ABC Radio subsidiary from 1998 until becoming President of the Company. Before that, he served the Company in
various sales management capacities since 1973, including President of Interep East. Mr. Pine is a Member of the Board of Trustees of both Ithaca College and the Webb School in Tennessee and serves as Chairman of their respective Development
Committees. Mr. Pine also serves on the Board of Directors of the Radio Advertising Bureau. He is a member of the International Radio & Television Society.



Marc G. Guild has been President, Marketing Division, of the Company since November 1989, and has served as a director of the Company since
1989. He was Executive Vice President of Network Sales/Operations of the Company from 1986 to 1989. Mr. Guild has been employed by the



2



---

Company or its predecessors since 1972 in various capacities. As President of our Marketing Division, Mr. Guild plays a
key role in the Companys sales and marketing programs, the Interep Radio University and the Companys research and technology divisions and also oversees the Companys regional executives. Mr. Guild serves on the Board of Directors
of the International Radio and Television Foundation. Marc Guild is the son of Ralph Guild.



William J. McEntee, Jr. has been Senior Vice President and Chief Financial Officer of the Company since March 1997. Mr. McEntee serves in such positions pursuant to a Services Agreement between the Company and
Media Financial Services, Inc. Mr. McEntee was Chief Financial Officer at Sudbrink Broadcasting in West Palm Beach, Florida, from 1971 through 1994. Mr. McEntee owned and managed WCEE-TV in Mt. Vernon, Illinois from 1994 until selling the station in
1996. Mr. McEntee currently owns WIOJ-AM in Jacksonville, Florida. He is a certified public accountant.



Howard M. Brenner has served as a director of Interep since December 1999. He has been a senior advisor at Morgan Joseph & Co., Inc. (f/k/a
Morgan Lewis Githens & Ahn), a brokerage firm, and a broker at American Portfolios, since 2001. In 1990, Mr. Brenner founded Brenner Securities Corporation, Inc., a brokerage firm, now known as HCFP Brenner Securities, LLC, and served as its
Chief Executive Officer and Chairman of the Board of Directors until 2001. Mr. Brenner, when CEO of Brenner Securities, settled an SEC administrative proceeding in which it was alleged that he, as CEO of Brenner Securities, had not developed and
implemented certain internal procedures and, therefore, had failed to exercise requisite supervision over subordinates. Mr. Brenner was suspended for 180 days from acting in a supervisory capacity and paid a fine. Mr. Brenner fully complied with
this order. Prior to 1990, Mr. Brenner served as President of Drexel Burnham Group, Inc. Mr. Brenner is a director of Translux Corporation.



Leslie D. Goldberg served as President of Interep from August 1986 to the end of 1995, and has served as a director of Interep since 1986. He has
been employed by Interep since 1968 in various capacities. Mr. Goldberg serves on the Board of Directors of The Radio Creative Fund.



John E. Palmer has served as a director of Interep since June 2001. He is the Chairman of Palmer & Palmer, Inc., established in 1995, a
boutique investment banking firm specializing in financial and project strategy advice to media, communications and other select product and service companies. Prior to 1995, he served as Executive Vice President and head of Corporate Finance for
four years at Fahnestock & Co., a New York investment banking firm. In 1970, he founded KIIS Radio in Los Angeles and served as its president, general manager and majority owner for six years.



Arnie Semsky joined our Board of Directors in April 2002. Mr. Semsky
served as Executive Vice President, Worldwide Media Director and a Board member of BBDO Worldwide, a unit of Omnicom Group, for twenty years, through 1998. For the past six years, Mr. Semsky has served as a senior adviser to ESPN and the ESPN/ABC
Sports Customer Marketing and Sales Group, both of which are part of The Walt Disney Company. He presently serves as a director and a member of the compensation committee of 24/7 Real Media, Inc., an internet rep company.



Arnold Sheiffer joined our Board of Directors in April 2003. Mr.
Sheiffer has served as the Chairman of Petry Media Corporation, an independent television rep company, since 2000. He served as Managing Director of Sandler Capital Management, an investment firm that specializes in media and telecommunications,
from 1999 to 2000. From 1998 to 2000, he was the Chairman and Chief Executive Officer of Smart Route Systems, Inc. Mr. Sheiffer joined Katz Media in 1990 as Chief Financial Officer and became Chief Operating Officer in 1992 and served in that
position until 1995. He currently serves on the boards of Petry Media Corporation, Goldentree Asset Management and Destinta Theaters. He has served as a Trustee of The Jewish Center of the Hamptons, and is currently a Director of The Michael Wolk
Heart Foundation, a Trustee of the Robert Grunder Memorial Scholarship and a trustee of the Radio Drama Network Foundation.



3



---

Audit Committee Financial Expert



Our Board of Directors has determined that our Audit Committee, consisting of Howard Brenner, John Palmer, Arnie Semsky and
Arnie Sheiffer, has at least one audit committee financial expert. The Board determined that Howard Brenner, Arnie Semsky and Arnie Sheiffer are independent according to the definition of independent director as set forth in
the listing standards of the NASD, and, based upon their experience, training and education, qualify as audit committee financial experts.



Code of Ethics for Senior Management



In addition to general standards of good business conduct and ethics applicable to all of our directors and employees, we have established a Code of
Ethics for senior management (Code of Ethic), including (i) our Chief Executive Officer, (ii) our senior financial officers, including our Chief Financial Officer and any other senior finance or accounting personnel as our Chief
Executive Officer or Chief Financial Officer may designate from time to time as being subject to the Code of Ethics, and (iii) other members of senior management, including rep company presidents, regional executives, corporate officers and such
others as our Chief Financial Officer may designate. The Code of Ethics has been filed with the SEC as Exhibit 14 to this Annual Report.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than 10% of our common stock,
to file with the Commission initial statements of beneficial ownership and statements of changes in beneficial ownership of our common stock on Forms 3, 4 and 5, and to furnish us with copies of all such forms they file. Based on a review of the
copies of such forms furnished to us, we believe that all of our officers, directors and greater than 10% beneficial owners filed all such forms that were required to be filed during or with respect to 2003, except that a number of reports were not
timely filed. Ralph Guild filed two Forms 4 after the due date, reporting two purchases transactions. Our Stock Growth Plan filed two Forms 4 after the due date, reporting a total of 27 purchase transactions and three sale transactions.



|Item 11. |  | EXECUTIVE COMPENSATION
|-------- |  | ----------------------



Committees of the Board of Directors



Intereps Board of Directors has an Audit Committee and a Compensation Committee. The Audit Committee recommends the annual engagement of
Intereps auditors and the terms of that engagement and reviews the scope of the auditors audit and non-audit assignments, the accounting principles to be used by Interep in financial reporting, Intereps internal financial auditing
procedures, the adequacy of Intereps internal control procedures, the independence of the auditors, the annual and quarterly financial statements and the results of the auditors annual audit and quarterly reviews. The Compensation
Committee determines officers salaries and bonuses and administers Intereps Stock Option Plan. The members of each of the Audit Committee and the Compensation Committee are Howard Brenner, John Palmer, Arnie Semsky and Arnie Sheiffer.



4



---

Director Compensation



Each director who is not an employee is entitled to an annual fee of $25,000 for all services as a director, including attendance at meetings of the Board
of Directors and its committees, plus reimbursement of related reasonable out-of-pocket expenses. In addition, non-employee directors who chair Board committees are entitled to an additional fee of $10,000. Other directors do not receive
compensation for their services as directors, but are reimbursed for any reasonable out-of-pocket expenses incurred in connection with attending such meetings.



Executive Compensation



The following table shows compensation for services rendered in all capacities to Interep for the years ended December 31, 2003, 2002 and 2001 by the
Chief Executive Officer, President and Chief Operating Officer, President, Marketing Division and Chief Financial Officer, which represent Intereps most highly compensated executive officers as of December 31, 2003.



Summary Compensation Table



|                                                                              |  |                |  |                     |                       |           |        |                             |         |     |                            |           |                                        |         |                |         |                               |         |  |     |                   
|----------------------------------------------------------------------------- |  | -------------- |  | ------------------- | --------------------- | --------- | ------ | --------------------------- | ------- | --- | -------------------------- | --------- | -------------------------------------- | ------- | -------------- | ------- | ----------------------------- | ------- |  | --- | ------------------
|                                                                              |  |                |  |                     |                       |           |        |                             |         |     | Long-Term Compensation     |           |                                       
|                                                                              |  |                |  | Annual Compensation |                       |           | Awards |                             | Payouts |     |                           
|Name and PrincipalPosition                                                    |  | Year           |  | Salary ($)          |                       | Bonus ($) |        | Other AnnualCompensation($) |         |     | RestrictedStockAward(s)($) |           | SecuritiesUnderlyingOptions/SARs(#)(1) |         | LTIPPayouts($) |         | All Other Compensation ($)(2)
|Ralph C. GuildChairman, ChiefExecutive Officer                                |  | 2003 2002 2001 |  | $$$                 | 873,825907,046910,208 |           |        |                          |         | $$$ | 104,583104,583104,583      | (3)(3)(3) |                                        |      |                |      |                               |      |  | $$$ | 23,84123,45419,892
|George E. PinePresident and Chief Operating Officer                           |  | 2003 2002 2001 |  | $$$                 | 425,959302,054385,216 |           | $      | 27,044                    |         |     |                         |           |                                        |      |                |      |                               |      |  | $$$ | 23,84123,45419,892
|Marc G. GuildPresident, Marketing Division                                    |  | 2003 2002 2001 |  | $$$                 | 342,159342,046345,208 |           | $      | 36,000                    |         |     |                         |           |                                        |      |                |      |                               |      |  | $$$ | 23,84123,45419,892
|William J. McEntee, Jr. Senior Vice President and Chief Financial Officer (4) |  | 2003 2002 2001 |  | $$$                 | 182,159187,975145,208 |           | $      | 16,000                    |         |     |                         |           |                                        |      |                |      |                               |      |  | $$$ | 21,44115,32519,892

---

|(1) | The Company did not award any stock appreciation rights (SARs) during its 2003, 2002 or 2001 fiscal years.
|--- | ------------------------------------------------------------------------------------------------------------

|(2) | Includes amounts contributed by Interep on behalf of Messrs. Ralph Guild, Pine, Marc Guild and McEntee to the Stock Growth Plan of $17,841 per person for 2003; $17,954, $17,954,
$17,954 and $12,025, respectively, for 2002; and $14,792 per person for 2001. Also includes amounts contributed by Interep on behalf of such persons to Intereps 401(k) Plan of $6,000, $6,000, $6,000 and $3,600, respectively, for 2003; $5,500,
$5,500, $5,500 and $3,300, respectively, for 2002; and $5,100 per person for 2001.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Represents payments under a supplemental income agreement. See Employment Contracts, below.
|--- | ---------------------------------------------------------------------------------------------

|(4) | Mr. McEntee serves in such capacities pursuant to a Services Agreement between Interep and Media Financial Services, Inc. See Item 13.
|--- | --------------------------------------------------------------------------------------------------------------------------------------



5



---

Option Grants in Last Fiscal Year



The table below sets forth information about all stock options granted to executive officers during 2003. The hypothetical
value of the options as of their date of grant has been calculated using the Black-Scholes option pricing model, as permitted by SEC rules, based upon a set of assumptions set forth in the footnote to the table. It should be noted that this model is
only one method of valuing options, and the Companys use of the model should not be interpreted as an endorsement of its accuracy. The actual value of the options may be significantly different, and the value actually realized, if any, will
depend upon the excess of the market value of the common stock over the option exercise price at the time of exercise.



OPTION GRANTS DURING FISCAL 2003



|               |  |                               |  |                                                        |   |  |                          |      |                 |           |                                     |   |       
|-------------- |  | ----------------------------- |  | ------------------------------------------------------ | - |  | ------------------------ | ---- | --------------- | --------- | ----------------------------------- | - | ------
|Name           |  | Number of Options Granted (1) |  | % of Total Options Granted to Employees in Fiscal Year |   |  | Exercise Price ($/Share) |      | Expiration Date |           | Hypothetical Value at Grant Date(2)
|George E. Pine |  | 40,000                        |  | 13.8                                                   | % |  | $                        | 1.73 |                 | 3/19/2013 |                                     | $ | 59,131

---

|(1) | The Compensation Committee administers the Companys stock option and incentive plans and has general authority to accelerate, extend or otherwise modify benefits under option
grants in certain circumstances within overall plan limits.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The estimated present value at grant date of options granted during fiscal year 2003 has been calculated using the Black-Scholes option pricing model, based upon the following
assumptions: estimated time until exercise of six years; a risk-free interest rate of 3.25%; a volatility rate of 108%; and a dividend yield of 0%. The approach used in developing the assumptions upon which the Black-Scholes valuations were
calculated is consistent with the requirements of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation. The options vest in three equal annual installments beginning on the first anniversary of the
date of grant, subject to acceleration in certain circumstances.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



6



---

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values



The following table sets forth, as to each person who was an executive
officer as of December 31, 2003, the status of their options at the end of fiscal 2003.



|                                                             |  |                                     |             |                  |               |                                                         |             |                                                 |               |   |  |  
|------------------------------------------------------------ |  | ----------------------------------- | ----------- | ---------------- | ------------- | ------------------------------------------------------- | ----------- | ----------------------------------------------- | ------------- | - |  | -
|Name and Principal Position(1)                               |  | Number ofShares Acquired onExercise |             | ValueRealized($) |               | Number of UnexercisedOptions/SARs at Fiscal YearEnd (#) |             | In-the-Money Options/SARsat Fiscal Year End ($)
|                                                             |  |                                     | Exercisable |                  | Unexercisable |                                                         | Exercisable |                                                 | Unexercisable
|Ralph C. GuildChairman and ChiefExecutive Officer            |  |                                    |             |                 |               | 2,684,759                                               |             |                                                |               |  |  | 
|George E. PinePresident and ChiefOperating Officer           |  |                                    |             |                 |               | 67,240                                                  |             | 40,000                                          |               |  |  | 
|Marc G. GuildPresident, MarketingDivision                    |  |                                    |             |                 |               | 432,920                                                 |             |                                                |               |  |  | 
|William J. McEnteeVice President and Chief Financial Officer |  |                                    |             |                 |               | 457,920                                                 |             |                                                |               |  |  | 

---

|(1) | See Notes 7, 8, 9 and 10 to the Beneficial Ownership Table in Item 12, below, for additional information regarding the options held by these individuals.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



Employment Contracts



Ralph Guild is employed as our Chairman of the Board and Chief Executive Officer under an employment agreement. The term of
this agreement runs through February 28, 2009 and is automatically extended for an additional year each March 1 unless either we or Ralph Guild notifies the other on or before February 1 of the same year of our or his election not to extend the
agreement. Ralph Guild receives a base salary of not less than $925,000 per year, plus any bonus, incentive or other types of additional compensation which our Board of Directors determines to pay. In September 2003, Mr. Guild voluntarily reduced
his salary to $825,000 per year until further notice. Further, he is entitled to receive annual incentive compensation based on increases in our Adjusted EBITDA. If Adjusted EBITDA for any year is greater than the Adjusted EBITDA for the previous
year, Ralph Guild will be entitled to a bonus equal to a percentage of his base salary equal to two times the percentage increase of Adjusted EBITDA for such year over the higher of Adjusted EBITDA for the prior year and the highest Adjusted EBITDA
for any prior year back to 1998. If we elect not to extend the term of the agreement, we are required to retain Ralph Guild as a consultant for an additional two years at a fee equal to his base salary in effect at such time.



The agreement provides for continued payment of Ralph Guilds base
salary through the balance of its term, plus two years, if (i) Ralph Guild terminates his employment with us by reason of our material breach of the agreement, (ii) Ralph Guild is not re-appointed as Chairman of the Board and Chief Executive Officer
or ceases to be elected as a director, other than by his own choice or for reasons justifying termination of his employment by us for cause, or (iii) there is a change in control of our Board of Directors. Ralph Guild may not compete with us during
the term of the employment agreement and thereafter for as long as he is receiving compensation under the agreement. The agreement also provides (i) in the case of Ralph Guilds permanent disability, for payments to Ralph Guild equal to 75% of
his then current salary, less any income disability benefits to which he may be entitled, for the balance of his employment term and (ii) in the case of Ralph Guilds death, at the option of his estate or his designated



7



---

beneficiary, for a death benefit equal to either the present value at the time of his death of the entire amount of the
salary that would have been payable to him for the balance of his employment term or the payment of his then current salary over the balance of his employment term.



Ralph Guild also has a supplemental income agreement pursuant to which we pay him $104,583 per year, payable in monthly
installments, through 2008. We maintain a whole life insurance policy on Ralph Guild for the purpose of funding the supplemental income agreement.



George Pine is employed as our President and Chief Operating Officer under an employment agreement. The term of this agreement runs through February 28,
2007, and is automatically extended for an additional year each March 1 unless either we or George Pine notifies the other on or before February 1 of the same year of our or his election not to extend the agreement. Under the agreement, George Pine
receives a base annual salary of $480,000 and a minimum incentive amount of $120,000 per year, which is payable by us only if we achieve certain financial or other goals set at the beginning of each year. On signing the employment agreement, Mr.
Pine was granted options to acquire 40,000 shares of our Class B common Stock at an exercise price of $1.73 per share. The options vest in equal installments on the first three anniversaries of the date of grant. We also granted Mr. Pine options to
acquire 40,000 shares of our Class B common stock at an exercise price of $2.81 per share, but these options did not vest because we did not achieve EBITDA for our 2003 fiscal year in excess of our internal target.



Mr. Pines agreement provides that if his employment is terminated
because of his death or permanent disability, he will be entitled to payments equal to 75% of his then current salary for the duration of the term of the agreement, plus any incentive bonus payable for the year in which such termination occurs, less
any income disability benefits that he may receive or to which he may be entitled. If we terminate his agreement without cause or if he terminates his agreement due to our breach or if, after a change in control occurs, he terminates his agreement
for reasons specified in the agreement relating to a dimunition in his position or responsibilities, he will be entitled to receive his then current salary for the remainder of the term of his agreement and any bonus payable for the year in which
his employment is terminated and 50% of such bonus payable for each of the remaining years in the term of the agreement, and the vesting of his then-outstanding options will be subject to acceleration.



Marc Guild is employed as our President, Marketing Division under an
employment agreement. The term of this agreement runs through March 31, 2009, and is automatically extended for an additional year each April 1 unless either we or Marc Guild notifies the other on or before March 1 of the same year of our or his
election not to extend the agreement. Under the agreement, Marc Guild receives a base annual salary of $360,000 and a minimum incentive amount of $90,000 per year, which is payable by us only if we achieve certain financial or other goals set at the
beginning of each year. The agreement also provides that if his employment is terminated because of his permanent disability, Marc Guild is entitled to payments equal to 75% of his then current salary plus 75% of his then current incentive bonus,
less any income disability benefits that he may receive or to which he may be entitled, for the duration of the term of the agreement. If his employment is terminated because of his death or by Marc Guild for cause, he is entitled to his then
current salary, plus 75% of his then current incentive bonus, and in addition, if he terminated his employment for cause, he is entitled to payment of the consulting fees that would have been payable if his employment had not been terminated. If we
elect not to extend the term of the agreement, we are required to retain Marc Guild as a consultant for an additional two years at a fee equal to his base salary in effect at such time.



8



---

Indemnification Agreements



We are a party to an indemnification agreement with each of our directors and certain of our executive officers. These
agreements entitle these persons to be indemnified, which may include advancement of expenses, to the fullest extent permitted by law for all expenses, judgments, fines, penalties and settlement payments incurred by an indemnitee in actions brought
against him or her in connection with any act taken in his or her capacity as a director or executive officer. Under these agreements, each decision as to indemnification will be made by a majority of the disinterested members of our Board of
Directors, if such members constitute a quorum of the full Board, or otherwise by independent legal counsel selected by our Board.



Compensation Committee Interlocks and Insider Participation



For the fiscal year ended December 31, 2003, the Compensation Committee of the Board of Directors determined executive officer compensation. The members
of the Compensation Committee during 2003 were Howard Brenner, John Palmer, Arnie Semsky and Arnold Sheiffer.



|Item 12. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
|-------- |  | ----------------------------------------------------------------------------------------------



The following table sets forth certain information concerning the beneficial ownership of our common stock held on April 19,
2004 by (i) each person known to us to own beneficially more than 5% of the common stock, (ii) each of our directors, (iii) each of our executive officers and (iv) all directors and executive officers as a group.



The number and percentage of shares beneficially owned are determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Shares of common stock subject to options that are currently exercisable, or
exercisable within 60 days after the date of this Report, are deemed to be beneficially owned by the person holding the options for the purpose of computing that persons percentage ownership. These shares are not treated as outstanding for the
purpose of computing the percentage ownership of any other person. Unless otherwise indicated in the footnotes, each person or entity has sole voting and investment power (or shares these powers with his or her spouse) with respect to the shares
shown as beneficially owned.



As of April 19, 2004, there were
outstanding 6,320,524 shares of Class A common stock, which are publicly traded, and 4,166,394 shares of Class B common stock and 114,037 shares of Series A convertible preferred stock, neither of which are publicly traded. Only qualified holders,
that is, members of our Board of Directors, our active employees, the controlled affiliates, spouses, estates or personal representatives of directors and employees, and our employee benefit plans, including the Stock Growth Plan, may hold Class B
common stock. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder or automatically under certain circumstances. Each share of the Class B common stock is entitled to 10 votes per share
in all matters presented to the shareholders, except for certain amendments to the Restated Certificate of Incorporation, certain going private transactions and as otherwise required by applicable law. The shares of Class A common stock
are entitled to one vote per share on all matters. The shares of Series A preferred stock vote on an as-converted basis with the Class A and Class B common stock, and a share of Series A preferred stock currently converts into 25 shares
of Class A common stock.



9



---

|                                                                                                                                                                                                                           |  |                                           |  |           |                             |         |   |  |         |   |  |      |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------- |  | --------- | --------------------------- | ------- | - |  | ------- | - |  | ---- | -
|                                                                                                                                                                                                                           |  | Amount and Nature of Beneficial Ownership |  |           | Percent ofTotal VotingPower |        
|                                                                                                                                                                                                                           |  | Number                                    |  | Percent   |                             |        
|Name and Address of Beneficial Owner                                                                                                                                                                                       |  | Class A                                   |  | Class B   |                             | Class A |   |  | Class B |   | 
|5% Beneficial Owners                                                                                                                                                                                                       |  |                                           |  |           |                             |         |   |  |         |   |  |      |  
|Interep National Radio Sales, Inc. Stock Growth Plan and Trust(1) c/o Interep National Radio Sales, Inc. 100 Park Avenue New York, New York 10017                                                                          |  | 710,796                                   |  | 3,503,086 |                             | 11.3    | % |  | 84.1    | % |  | 70.3 | %
|Gabelli Group Capital Partners, Inc. (2) Gabelli Funds, LLC Gabelli Advisers, Inc. GAMCO Investors, Inc. MJG Associates, Inc. Gabelli Securities, Inc. Mr. Mario J. Gabelli One Corporate Center Rye, New York 10580-1435  |  | 2,070,267                                 |  | 0         |                             | 26.1    | % |  | *       |   |  | 4.1  | %
|EOS Partners, L.P. (3) EOS Partners SBIC II, L.P. 320 Park Avenue, 22nd Floor New York, New York 10022 EOS Partners (Offshore) L.P. P.O. Box 309 Ugland House, South Church Street Georgetown, Grand Cayman Cayman Islands |  | 1,604,722                                 |  | 0         |                             | 20.3    | % |  | *       |   |  | 3.1  | %
|Mr. Peter S. Lynch (4) 82 Devonshire Street, S8A Boston, Massachusetts 02109                                                                                                                                               |  | 564,000                                   |  | 0         |                             | 8.9     | % |  | *       |   |  | 1.1  | %
|John A. Levin & Co. (5) BKF Capital Group, Inc. One Rockefeller Plaza New York, New York 10020                                                                                                                             |  | 401,200                                   |  | 0         |                             | 6.4     | % |  | *       |   |  | *    |  
|Officers & Directors                                                                                                                                                                                                       |  |                                           |  |           |                             |         |   |  |         |   |  |      |  
|Ralph C. Guild (1)(6)(7)                                                                                                                                                                                                   |  | 98,519                                    |  | 3,205,970 |                             | 1.6     | % |  | 46.8    | % |  | 41.4 | %
|George E. Pine (1)(8)                                                                                                                                                                                                      |  | 29,622                                    |  | 243,474   |                             | *       |   |  | 5.7     | % |  | 4.8  | %
|Marc G. Guild (1)(6)(9)                                                                                                                                                                                                    |  | 6,009                                     |  | 556,333   |                             | *       |   |  | 12.1    | % |  | 10.1 | %
|William J. McEntee, Jr. (1)(10)                                                                                                                                                                                            |  | 12,037                                    |  | 470,137   |                             | *       |   |  | 10.2    | % |  | 8.5  | %
|Howard M. Brenner (11)                                                                                                                                                                                                     |  | 500                                       |  | 5,000     |                             | *       |   |  | *       |   |  | *    |  
|Leslie D. Goldberg (12)                                                                                                                                                                                                    |  |                                           |  | 57,240    |                             | *       |   |  | 1.4     | % |  | 1.1  | %
|John E. Palmer (13)                                                                                                                                                                                                        |  |                                           |  | 1,666     |                             | *       |   |  | *       |   |  | *    |  
|Arnie Semsky (13)                                                                                                                                                                                                          |  |                                           |  | 1,666     |                             | *       |   |  | *       |   |  | *    |  
|Arnold Sheiffer                                                                                                                                                                                                            |  | 15,850                                    |  |           |                             | *       |   |  | *       |   |  | *    |  
|All Directors and Executive Officers as a Group (9 Persons) (1)(6)(7)(8)(9)(10)(11)(12)(13)                                                                                                                                |  | 162,537                                   |  | 4,541,486 |                             | 2.6     | % |  | 57.6    | % |  | 51.8 | %

---

|* | Less than 1%
|- | ------------

|(1) | The shares shown in this table as being owned beneficially by Messrs. Ralph Guild, Marc Guild, Pine and McEntee and by all directors and executive officers as a group include shares
owned by the Stock Growth Plan and allocated to plan accounts maintained for such persons. As of April
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



10



---

19, 2004, the combined number of shares allocated by such plans to such persons was as follows: Ralph
Guild, 294,137 shares; Marc Guild, 77,024 shares; George Pine, 116,381 shares; William J. McEntee, Jr., 18,254 shares, and all directors and executive officers as a group, 505,796 shares. Stock Growth Plan participants have the right to direct the
votes of the shares allocated to them with respect to certain significant matters submitted to a vote of stockholders, although the trustees of the Stock Growth Plan have the authority to vote all shares held by such plans in their discretion with
regard to all other matters, including the election of directors. Ralph Guild, Leslie Goldberg and Marc Guild are the trustees of the Stock Growth Plan. Each of the trustees disclaims beneficial ownership of the shares held by the Stock Growth Plan
other than the shares allocated to such trustees account, if any.

|(2) | Reflects shares beneficially owned as of August 26, 2003 according to an amended statement on Schedule 13D, filed on behalf of the listed entities. Includes 1,611,667 shares of
Class A common stock issuable on conversion of 51,967 shares of Series A convertible preferred stock and on exercise of currently exercisable warrants to acquire 312,500 shares of Class A common stock.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Reflects shares beneficially owned as of July 8, 2002, according to a statement on Schedule 13D, filed on behalf of the listed entities. Includes 1,604,850 shares of Class A common
stock issuable on conversion of 51,694 shares of Series A convertible preferred stock and on exercise of currently exercisable warrants to acquire 312,500 shares of Class A common stock.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Reflects shares beneficially owned as of February 17, 2004, according to an amended statement on Schedule 13G, filed on behalf of Mr. Peter S. Lynch.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Reflects shares beneficially owned as of February 17, 2004, according to statement on Schedule 13G, filed on behalf of John A. Levin & Co. and BKF Capital Group, Inc.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Ralph Guild and Marc Guild are father and son, and each disclaims beneficial ownership of the others holdings.
|--- | ---------------------------------------------------------------------------------------------------------------

|(7) | Includes currently exercisable options granted to Ralph Guild in (a) December 1988 to purchase 208,960 shares of common stock at an exercise price of $1.56 per share, (b) January
1991 to purchase 208,960 shares at an exercise price of $2.77 per share, (c) December 1995 to purchase 208,960 shares at an exercise price of $3.91 per share, (d) June 1997 to purchase 626,880 shares at an exercise price of $3.80 per share, (e) July
1998 to purchase 1,253,759 shares at an exercise price of $4.02 per share, (f) December 1998 to purchase 52,240 shares at an exercise price of $4.20 per share and (g) April 2000 to purchase 125,000 shares at an exercise price of $2.81 per share. The
options referred to in clauses (a), (b) and (c) expire in December 2005 and the options referred to in clauses (d), (e), (f) and (g) expire in June 2007, July 2008, December 2008 and April 2010, respectively. Mr. Guild transferred the options
granted to him in April 2000 to a limited partnership for the benefit of his children, of which he is the sole general partner.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Includes currently exercisable options granted to Mr. Pine in (a) December 1998 to purchase 52,240 shares at an exercise price of $4.20 per share, (b) April 2000 to purchase 15,000
shares at an exercise price of $2.81 per share and (c) March 2003 to purchase 13,333 shares at $1.73 per share. Excludes options granted in March 2003 to acquire 26,667 shares at an exercise price of $1.73 per share, which options are not currently
exercisable. These options expire in December 2008, April 2010, March 2013 and March 2013, respectively.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



11



---

|(9) | Includes currently exercisable options granted to Marc Guild in (a) January 1991 to purchase 79,480 shares of common stock at an exercise price of $2.77 per share, (b) June 1997 to
purchase 104,480 shares at an exercise price of $3.80 per share, (c) July 1998 to purchase 208,960 shares at an exercise price of $4.02 per share and (d) April 2000 to purchase 40,000 shares at an exercise price of $2.81 per share. These options
expire in December 2005, June 2007, July 2008 and April 2010, respectively.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Includes currently exercisable options granted to Mr. McEntee in (a) June 1997 to purchase 104,480 shares of common stock at an exercise price of $3.80 per share, (b) July 1998 to
purchase 313,440 shares at an exercise price of $4.02 per share and (c) April 2000 to purchase 40,000 shares at an exercise price of $2.81 per share. Such options will expire in June 2007, July 2008 and April 2010, respectively.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Includes currently exercisable options granted to Mr. Brenner in April 2000 to purchase 5,000 shares of common stock at an exercise price of $2.81 per share. The options will expire
in April 2010.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Includes currently exercisable options granted to Mr. Goldberg in (a) December 1998 to purchase 52,240 shares of common stock at an exercise price of $4.20 per share and (b) April
2000 to purchase 4,000 shares at an exercise price of $2.81 per share. The options will expire in December 2008 and April 2010, respectively.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Includes currently exercisable options granted to each of Messrs. Palmer and Semsky in July 2002 to purchase 1,666 shares of common stock at an exercise price of $3.32 per share.
Excludes options granted in July 2002 to each of Messrs. Palmer and Semsky to acquire 3,334 shares at an exercise price of $3.32 per share, which options are not currently exercisable. The options will expire in July 2012.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Equity Compensation Plan Information



The following table sets forth the securities of Interep authorized for
issuance under equity compensation plans and arrangements as of December 31, 2003.



|                                                                     |  |                                                                                          |  |                                                                        |      |                                                                                                                                       |          
|-------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------- | ---- | ------------------------------------------------------------------------------------------------------------------------------------- | ---------
|Plan Category                                                        |  | Number of securities to beissued upon exercise ofoutstanding options,warrants and rights |  | Weighted-average exerciseprice ofoutstandingoptions,warrants andrights |      | Number of securitiesremaining for future issuance underequity compensation plans(excluding securitiesreflected in the previouscolumn)
|Equity compensation plans approved by security holders:              |  |                                                                                          |  |                                                                        |      |                                                                                                                                       |          
|1999 Stock Incentive Plan                                            |  | 914,967                                                                                  |  | $                                                                      | 2.55 |                                                                                                                                       | 1,054,700
|Equity compensation plans not approved by security holders:          |  |                                                                                          |  |                                                                        |      |                                                                                                                                       |          
|Options granted pursuant to individual compensation arrangements (1) |  | 4,206,439                                                                                |  | $                                                                      | 3.78 |                                                                                                                                       | 0        

---

|(1) | These shares are issuable pursuant to stock options that were awarded to employees of Interep prior to the adoption of our 1999 Stock Incentive Plan. The terms of the awards are
substantially similar to the awards granted under our 1999 Stock Incentive Plan. All of the stock options granted prior the adoption of our 1999 Stock Incentive Plan are currently vested and will expire between the years 2005 and 2010.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12



---

|Item 13. |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|-------- |  | ----------------------------------------------



We have retained Media Financial Services, Inc. (Media), which is wholly-owned by our Senior Vice President and Chief Financial Officer
William J. McEntee, Jr., to provide financial and accounting services for us and our subsidiaries. These services include the preparation of financial statements, the preparation and filing of all required federal, state and local tax returns and
all billing, accounts receivable, accounts payable and collections functions. The term of the agreement runs through May 31, 2009 and will be automatically extended for an additional year each June 1 unless either we or Media notifies the other on
or before April 30 of the same year of our or its election not to extend the agreement. We paid Media a fee of approximately $3.4 million in 2003 for its services. The annual fees for Medias services over the following four years of the
agreement increase five percent annually from approximately $3.6 million to approximately $4.2 million, except that Media reduced its fee for 2002 to $3.1 million from $3.2 million. Under the services agreement, Mr. McEntee is in charge of all
services rendered by Media to Interep and also serves as our Senior Vice President and Chief Financial Officer for an annual salary of $200,000, plus an incentive bonus of 25% of his then current salary if annual performance goals are achieved. The
agreement with Media provides that if there is a change in control of Interep, both we and Media will have the right to terminate the agreement. Upon such termination, we will pay Media a lump sum equal to 50% of the aggregate amount that would
otherwise be payable to Media and Mr. McEntee pursuant to the agreement through the then established end of the agreements term, plus any amounts payable by Media to its landlord for its principal offices in order to obtain the early
termination of its lease. This agreement also provides that, should Mr. McEntee die or become permanently disable, Media would continue to provide its financial and accounting services under the Agreement, but Interep would have the right to appoint
a new Chief Financial Officer from within or outside Media, in its sole discretion.



In January 2002, Ralph Guild personally guaranteed a portion of our obligations in connection with the litigation settlement with Katz Media Group. Mr. Guild is to receive a fee of 7.5% of the guaranty amount, payable
annually. In 2003 and 2002, Mr. Guild received a payment of $50,000 and $100,000, respectively. The guaranty will be in place until our obligations have been fully paid, which is expected to occur not later than December 2004.



From December 1979 to July 2001, we leased a building from a trust of which
Ralph Guild was the income beneficiary, Marc Guild was the trustee and Marc Guild, Adam Guild and their siblings were residual beneficiaries. In July 2001, the trust was terminated, and the property was transferred to a limited liability company of
which Marc Guild, Adam Guild and their siblings are members. We used the building from time to time for training sessions and management meetings. This arrangement terminated on December 31, 2003, when the property was sold. We also lease an
apartment in New York City from a partnership of which Marc Guild, Adam Guild, their siblings and their children are limited partners and of which Marc Guild, Adam Guild and their siblings are shareholders in the corporate general partners. The
apartment is for the use of visiting Interep employees, including Ralph Guild, when they are working in the New York office. The lease expires on January 31, 2009, and provides for annual rent of $120,000, subject to increase for up to 50% of any
increases in applicable real estate taxes and common charges. We believe the terms of this lease arrangement is at least comparable to, if not more favorable to us than, the terms which would have been obtained in transactions with unrelated
parties. We intend to continue this or other arrangements in the future as long as we believe each transaction is more beneficial to us than using an unrelated provider. Adam Guild and Phillip Brown, who are Ralph Guilds son and son-in-law,
respectively, are also employees.



13



---

We paid Leslie Goldberg $212,500 in consulting fees in 2003 for various consulting services rendered by
him, including assistance with regard to new station rep contracts.



|Item 14. |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- |  | --------------------------------------



The following table presents fees billed for professional services rendered by Ernst &Young LLP and Arthur Andersen LLP for fiscal years ended
December 31, 2003 and 2002.



|                                     |  |      |         |      |   |        
|------------------------------------ |  | ---- | ------- | ---- | - | -------
|Type of Service                      |  | 2003 |         | 2002
|Audit fees  Ernst & Young LLP (a)   |  | $    | 285,000 |      | $ | 238,000
|Audit fees  Arthur Andersen LLP (b) |  |      |         |      |   | 15,000 
|Audit-related fees (c)               |  |      | 10,000  |      |   |       
|Tax fees                             |  |      |        |      |   |       
|All other fees                       |  |      |        |      |   |       
|                                     |  |      |         |      |   |        
|Total                                |  | $    | 295,000 |      | $ | 253,000
|                                     |  |      |         |      |   |        

---

|(a) | Audit fees for Ernst & Young LLP consist of fees billed for professional services rendered for the audit of our annual consolidated financial statements for the fiscal year,
reviews of the financial statements included in our quarterly reports on Form 10-Q for the fiscal year and assistance with other accounting issues.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Audit fees for Arthur Andersen LLP consist of fees billed for professional services rendered for the review of our first quarter 2002 financial statements included in our quarterly
report on Form 10-Q.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review and are not reported under audit
fees. In 2003, these fees included fees related to certain abandoned acquisition transactions.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Audit Committee pre-approves all audit and non-audit services performed by our independent auditors and all related fees to assure that the provision
of such services does not impair the auditors independence. Under Audit Committee policies, our independent auditors are prohibited from performing any non-audit services that would contravene SEC rules. Any additional services or fees in
excess of the approved amount require specific prior approval by the Audit Committee. The Audit Committee may delegate its approval authority to one or more of its members, but not to management. The member or members to whom such authority is
delegated shall report any approval decisions to the full Audit Committee at its next scheduled meeting.



14



---

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 the City of New York, State of New York.



April 28, 2004



INTEREP NATIONAL RADIO SALES, INC.By:

/s/ RALPH C. GUILDRalph C. Guild Chief Executive Officer and Chairman of the Board (principal executive officer)




Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                 |  |                                                                                         |  |               
|-------------------------------- |  | --------------------------------------------------------------------------------------- |  | --------------
|/s/ RALPH C. GUILDRalph C. Guild |  | Chief Executive Officer, Chairman of the Board and Director                             |  | April 28, 2004
|                                 |  |                                                                                        
|*Marc G. Guild                   |  | President, Marketing Division; Director                                                 |  | April 28, 2004
|                                 |  |                                                                                        
|*George E. Pine                  |  | President and Chief Operating Officer; Director                                         |  | April 28, 2004
|                                 |  |                                                                                        
|*William J. McEntee,
Jr.         |  | Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |  | April 28, 2004
|                                 |  |                                                                                        
|*Howard M. Brenner               |  | Director                                                                                |  | April 28, 2004
|                                 |  |                                                                                        
|*Leslie D. Goldberg              |  | Director                                                                                |  | April 28, 2004
|                                 |  |                                                                                        
|*John E. Palmer                  |  | Director                                                                                |  | April 28, 2004
|                                 |  |                                                                                        
|*Arnie Semsky                    |  | Director                                                                                |  | April 28, 2004
|                                 |  |                                                                                        
|*Arnold Sheiffer                 |  | Director                                                                                |  | April 28, 2004



|     |  |                   
|---- |  | ------------------
|     | 
|*By: |  | /s/ RALPH C. GUILD
|     |  | Ralph C. Guild    
|     |  | Attorney In Fact