SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q


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

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




For the Quarter Ended September 6, 1996     Commission File No. 333-00768


                        HMC ACQUISITION PROPERTIES, INC.
                               10400 Fernwood Road
                            Bethesda, Maryland 20817

                                 (301) 380-9000


         Delaware                                       52-1888825         
(State of Incorporation)                            (I.R.S. Employer
                                                     Identification Number)

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,  and (2) has been subject to such filing  requirements
for the past 90 days.
                                                                  Yes X No
<PAGE>
                HMC ACQUISITION PROPERTIES INC. AND SUBSIDIARIES

                                      INDEX
<TABLE>
<CAPTION>


                                                                         Page
                                                                          No.


<S>                                                                      <C>
PART I.           FINANCIAL INFORMATION (Unaudited):

                  Condensed Consolidated Balance Sheets -                   3
                    September 6, 1996 and December 29, 1995

                  Condensed Consolidated Statements of Operations -         4
                    Twelve Weeks and Thirty-six Weeks Ended
                    September 6, 1996 and September 8, 1995
 
                  Condensed Consolidated Statements of Cash Flows -         6
                    Thirty-six Weeks Ended September 6, 1996 and
                    September 8, 1995

                  Notes to Condensed Consolidated Financial Statements      7
 
                  Management's Discussion and Analysis of Results of        9
                    Operations and Financial Condition

PART II.          OTHER INFORMATION AND SIGNATURE                          12




















</TABLE>


                                                       - 2 -



<PAGE>

                HMC ACQUISITION PROPERTIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)
<TABLE>
<CAPTION>



                                                                                September 6,      December 29,
                                                                                   1996               1995
                                                                                ------------      ------------    
                               ASSETS                                           (unaudited)

<S>                                                                             <C>               <C>          
Property and equipment, net.................................................... $     518,673     $     455,602
Due from hotel managers........................................................        10,440             8,994
Other assets...................................................................        14,608            16,592
Cash and cash equivalents......................................................        47,518           107,119
                                                                                -------------     -------------
                                                                                $     591,239     $     588,307
                                                                                =============     =============
 


                      LIABILITIES AND SHAREHOLDER'S EQUITY

Debt  ........................................................................  $     350,000     $     350,000
Deferred income taxes..........................................................        14,861             9,718
Other liabilities..............................................................        10,303             4,839
                                                                                -------------      ------------
      Total liabilities........................................................       375,164           364,557
                                                                                -------------      ------------
                                                                                


Shareholder's equity
    Common stock, 100 shares issued and outstanding, no par value..............            --                --
    Additional paid-in capital.................................................       214,374           214,374
    Retained earnings..........................................................         1,701             9,376
                                                                                -------------      ------------
      Total shareholder's equity ..............................................       216,075           223,750
                                                                                -------------     -------------
                                                                                $     591,239     $     588,307
                                                                                =============     =============
</TABLE>



















            See Notes to Condensed Consolidated Financial Statements.

                                      - 3 -
<PAGE>


                HMC ACQUISITION PROPERTIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
           Twelve Weeks Ended September 6, 1996 and September 8, 1995
                            (unaudited, in thousands)
<TABLE>
<CAPTION>
 

                                                                                   1996           1995
                                                                                ---------      ---------
<S>                                                                             <C>            <C>      
REVENUES................................................................        $  23,453      $  14,526
                                                                                ---------      ---------
OPERATING COSTS AND EXPENSES
  Depreciation and amortization.........................................            5,146          3,167
  Base and incentive management fees (including Marriott International
    management fees of $1,813 and $1,620 in 1996 and 1995,
    respectively).......................................................            2,329          2,047
  Property taxes........................................................            1,891          1,405
  Ground rent, insurance and other......................................            1,893            360
                                                                                ---------      ---------
    Total operating costs and expenses..................................           11,259          6,979
                                                                                ---------      ---------
OPERATING PROFIT BEFORE
  CORPORATE EXPENSES AND INTEREST.......................................           12,194          7,547
Corporate expenses......................................................           (1,017)          (676)
Interest expense........................................................           (7,534)        (3,523)
Interest income.........................................................              500            181
                                                                                ---------      ---------
INCOME BEFORE INCOME TAXES..............................................            4,143          3,529
Provision for income taxes..............................................           (1,879)        (1,447)
                                                                                ---------      --------- 
NET INCOME..............................................................        $   2,264      $   2,082
                                                                                =========      =========
</TABLE>


























            See Notes to Condensed Consolidated Financial Statements.

                                      - 4 -

<PAGE>


                HMC ACQUISITION PROPERTIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
         Thirty-six Weeks Ended September 6, 1996 and September 8, 1995
                            (unaudited, in thousands)
<TABLE>
<CAPTION>
 

                                                                                   1996           1995
                                                                                ---------      ---------
<S>                                                                             <C>            <C>      
REVENUES..................................................................      $  67,905      $  47,517
                                                                                ---------      ---------
OPERATING COSTS AND EXPENSES
  Depreciation and amortization...........................................         13,798          9,536
  Base and incentive management fees (including Marriott International
    management fees of $8,206 and $6,055 in 1996 and 1995,
    respectively).........................................................          9,255          6,812
  Property taxes..........................................................          5,536          4,198
  Ground rent, insurance and other........................................          3,304          1,817
                                                                                ---------      ---------
    Total operating costs and expenses....................................         31,893         22,363
                                                                                ---------      ---------
OPERATING PROFIT BEFORE
  CORPORATE EXPENSES AND INTEREST.........................................         36,012         25,154
Corporate expenses........................................................         (3,039)        (2,027)
Interest expense..........................................................        (22,600)       (10,496)
Interest income...........................................................          2,095            457
                                                                                ---------      ---------
INCOME BEFORE INCOME TAXES................................................         12,468         13,088
Provision for income taxes................................................         (5,143)        (5,366)
                                                                                ---------      --------- 
NET INCOME................................................................      $   7,325      $   7,722
                                                                                =========      =========
</TABLE>


























            See Notes to Condensed Consolidated Financial Statements.

                                      - 5 -

<PAGE>


                HMC ACQUISITION PROPERTIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
         Thirty-six Weeks Ended September 6, 1996 and September 8, 1995
                            (unaudited, in thousands)
<TABLE>
<CAPTION>

                                                                                   1996             1995  
                                                                                ----------       ---------
 <S>                                                                             <C>              <C>
OPERATING ACTIVITIES
Net income..........................................................            $    7,325       $   7,722
Adjustments to reconcile to cash provided by operations:
   Depreciation and amortization....................................                13,798           9,965
   Income taxes.....................................................                 5,143           5,287
   Changes in operating accounts....................................                  (191)          2,666
   Other............................................................                   532              --
                                                                                ----------       ---------
   Cash provided by operations......................................                26,607          25,640
                                                                                ----------       ---------

INVESTING ACTIVITIES
   Acquisitions.....................................................               (61,405)        (58,864)
   Dispositions.....................................................                20,000              --
   Capital expenditures.............................................               (27,724)        (15,588)
   Other............................................................                  (779)           (396)
                                                                                ----------       --------- 
   Cash used in investing activities................................               (69,908)        (74,848)
                                                                                ----------       --------- 

FINANCING ACTIVITIES
   Dividend to Host Marriott Corporation............................               (15,000)             --
   Proceeds from borrowings, net....................................                    --          58,598
   Repayments of debt...............................................                    --         (16,000)
   Other............................................................                (1,300)             --
                                                                                ----------       ---------
   Cash provided by (used in) financing activities..................               (16,300)         42,598
                                                                                ----------       ---------

DECREASE IN CASH AND CASH EQUIVALENTS...............................            $  (59,601)      $  (6,610)
                                                                                ==========       ========= 
</TABLE>





















            See Notes to Condensed Consolidated Financial Statements.

                                      - 6 -
<PAGE>
                HMC ACQUISITION PROPERTIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   The  accompanying  consolidated  financial  statements  of HMC  Acquisition
     Properties,  Inc. and subsidiaries (the "Company"), a wholly-owned indirect
     subsidiary  of Host  Marriott  Corporation  ("Host  Marriott"),  have  been
     prepared by the Company  without audit.  Certain  information  and footnote
     disclosures   normally  included  in  financial   statements  presented  in
     accordance  with  generally  accepted   accounting   principles  have  been
     condensed  or  omitted.  The  Company  believes  the  disclosures  made are
     adequate to make the  information  presented not misleading.  However,  the
     condensed  consolidated  financial statements should be read in conjunction
     with the audited  consolidated  financial  statements and notes thereto for
     the fiscal year ended December 29, 1995.

     In the opinion of  the   Company,  the accompanying   unaudited   condensed
     consolidated  financial  statements  reflect all adjustments (which include
     only  normal  recurring   adjustments)  necessary  to  present  fairly  the
     financial  position of the Company as of September 6, 1996 and December 29,
     1995, the results of operations  for the twelve and thirty-six  weeks ended
     September  6,  1996  and  September  8,  1995 and the  cash  flows  for the
     thirty-six  weeks ended  September 6, 1996 and  September 8, 1995.  Interim
     results are not necessarily  indicative of fiscal year performance  because
     of the impact of seasonal and short-term variations.
 
2.   Revenues represent house profit from the Company's hotel properties.  House
     profit  reflects the net revenues  flowing to the Company as property owner
     and  represents  hotel  operating  results  less  property-level   expenses
     excluding  depreciation  and  amortization,  property  taxes,  ground rent,
     insurance,  management fees and certain other costs which are classified as
     operating costs and expenses.

     House profit generated by the Company's hotels for 1996 and 1995 consists
     of:
<TABLE>
<CAPTION>

                                                           Twelve Weeks Ended        Thirty-six Weeks Ended
                                                          September 6, September 8,  September 6,  September 8,
                                                             1996         1995           1996           1995
                                                          ------------ ------------  ------------  ------------    
                                                                            (in thousands)
<S>                                                       <C>          <C>           <C>           <C>
              Sales
                Rooms..............................       $  44,645    $  30,369     $ 127,371     $  92,501
                Food & Beverage....................          19,229       14,274        58,848        46,149
                Other..............................           4,277        3,076        12,028         8,818
                                                          ---------    ---------     ---------     ---------
                   Total Hotel Sales...............          68,151       47,719       198,247       147,468
                                                          ---------    ---------     ---------     ---------

              Department Costs
                Rooms..............................          10,974        7,766        30,977        22,660
                Food & Beverage....................          15,468       11,675        45,818        36,265
                Other..............................           2,339        1,722         6,648         5,147
                                                          ---------    ---------     ---------     ---------
                   Total Department Costs..........          28,781       21,163        83,443        64,072
                                                          ---------    ---------     ---------     ---------
 
              Department Profit....................          39,370       26,556       114,804        83,396
              Other Deductions.....................          15,917       12,030        46,899        35,879
                                                          ---------    ---------     ---------     ---------
                   House Profit....................       $  23,453    $  14,526     $  67,905     $  47,517
                                                          =========    =========     =========     =========
</TABLE>

                                      - 7 -

<PAGE>

                HMC ACQUISITION PROPERTIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

3.   In the first  quarter of 1996,  the Company  acquired the 374-room  Toronto
     Delta Meadowvale hotel for approximately $25 million. In the second quarter
     of 1996,  the  Company  acquired,  for  approximately  $17  million,  a 95%
     interest in a venture that acquired the 400-room  Pittsburgh Hyatt Regency.
     The property was renovated,  converted to the Marriott brand, and re-opened
     in July 1996.

     During the first quarter of 1996, the Company acquired  for $20  million a
     minority  interest  in a joint  venture  with Host  Marriott  that  holds a
     controlling  interest  in two hotels in Mexico  City,  Mexico.  The Company
     subsequently  sold its  interest  to Host  Marriott  for $20 million in the
     third quarter of 1996.

4.   During the second quarter of 1996, a $15 million  dividend was paid to Host
     Marriott, as permitted under the senior notes indenture.

5.   All direct and indirect  subsidiaries  of the Company  guarantee the senior
     notes. The separate  financial  statements of each guaranteeing  subsidiary
     (each, a "Guarantor  Subsidiary")  are not presented  because the Company's
     management has concluded that such financial statements are not material to
     investors.   The  guarantee  of  each  Guarantor  Subsidiary  is  full  and
     unconditional  and joint and several  and each  Guarantor  Subsidiary  is a
     wholly-owned subsidiary of the Company. Operating results presented for the
     period ended  September 8, 1995 are for  comparative  purposes  only as the
     senior notes were issued in December 1995.

     Combined summarized operating results of the Guarantor Subsidiaries are as
     follows:
<TABLE>
<CAPTION>
                                                                Twelve Weeks Ended        Thirty-six Weeks Ended
                                                              September 6, September 8,  September 6, September 8,
                                                                  1996       1995           1996         1995
                                                              -------------------------  -------------------------  
                                                                                (in thousands)
<S>                                                            <C>         <C>           <C>          <C>      
      Revenues.............................................    $  4,507    $   2,620     $  11,314    $   7,010
      Operating profit before corporate expenses
        and interest.......................................       3,489        1,873         7,078        4,935
      Net income...........................................       1,041          148         2,584        3,218
</TABLE>

     Combined summarized balance sheet information of the Guarantor Subsidiaries
     is as follows:
<TABLE>
<CAPTION>
                                                                                September 6, December 29,
                                                                                   1996           1995
                                                                                ------------ ------------    
                                                                                      (in thousands)
<S>                                                                             <C>          <C>        
      Property and equipment, net.......................................        $    87,506  $    63,044
      Other assets......................................................             13,074        5,333
                                                                                -----------  -----------
        Total assets....................................................        $   100,580  $    68,377
                                                                                ===========  ===========

      Debt..............................................................        $    43,879  $    40,679
      Other liabilities.................................................              4,542           --
                                                                                -----------  -----------
       Total liabilities...............................................              48,421       40,679
      Equity............................................................             52,159       27,698
                                                                                -----------  -----------
        Total liabilities and equity....................................        $   100,580  $    68,377
                                                                                ===========  ===========
</TABLE>

     The operating results and balance sheet information include the pushed-down
     effect of that  portion of the  Company's  senior  notes  allocated  to the
     Guarantor Subsidiaries.

                                      - 8 -
<PAGE>



                HMC ACQUISITION PROPERTIES, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION



RESULTS OF OPERATIONS

REVENUES.  Revenues  represent house profit from the Company's hotel properties.
The Company's  third  quarter 1996 revenues of $23.5 million  represented a $8.9
million, or 61%, increase from the third quarter of 1995.  Year-to-date revenues
increased $20.4 million,  or 43%, to $67.9 million.  The Company's revenues were
impacted by improved  lodging  results  and the  addition of three  full-service
hotel properties during 1995 and two full-service hotel properties in 1996.

The  Company's  hotels  reported  strong  growth in revenue per  available  room
("REVPAR") for comparable hotels.  REVPAR is a commonly used indicator of market
performance  for hotels which  represents  the  combination of the average daily
room rate  charged and the average  daily  occupancy  achieved.  REVPAR does not
include food and beverage or other ancillary revenues generated by the property.

Improved  results  were driven by strong  increases in REVPAR of 17% and 13% for
comparable units for the quarter and year-to-date, respectively. On a comparable
basis,  average room rates  increased  11% and 9% for the 1996 third quarter and
year-to-date, while average occupancy increased three percentage points for both
the  quarter  and  year-to-date  reflecting  the  impact of the five  properties
converted to the Marriott  brand.  Management  believes  REVPAR will continue to
grow in the near future through steady increases in average room rates, combined
with less  significant  increases in occupancy rates.  However,  there can be no
assurance that REVPAR will continue to grow in the future. The comparable REVPAR
growth  contributed  to a 28%  increase in  comparable  hotel  revenues  for the
quarter and a 19% increase year-to-date.

OPERATING  COSTS  AND  EXPENSES.   Operating  costs  and  expenses   consist  of
depreciation and  amortization,  management fees,  property taxes,  ground rent,
insurance and certain other costs.  The Company's  operating  costs and expenses
for the third  quarter  of 1996  increased  $4.3  million to $11.3  million  and
year-to-date  operating  costs and  expenses  increased  $9.5  million  to $31.9
million. As a percentage of revenues,  operating costs and expenses  represented
48% of  revenues  for both the third  quarter  of 1996 and  1995,  respectively.
Operating costs and expenses  represented 47% of revenues for both  year-to-date
1996 and 1995, respectively.

OPERATING PROFIT. As a result of the changes in revenues and operating costs and
expenses discussed above, the Company's  operating profit increased $4.6 million
to $12.2  million,  or 52% of revenues,  in the third  quarter of 1996 from $7.5
million,  or 52% of  revenues,  in the  third  quarter  of 1995.  Year-to-  date
operating profit rose $10.9 million to $36 million, or 53% of revenues,  in 1996
from $25.2 million, or 53% of revenues,  in 1995. Several hotels,  including the
San Francisco Airport Marriott,  the Westfields Conference Resort and the Dallas
Quorum Marriott,  posted  significant  improvements in operating  profit.  Three
properties which were renovated and converted to the Marriott brand in 1995, the
Denver Marriott Tech Center,  Vail Marriott Mountain Resort and the Williamsburg
Marriott, have also shown significant improvement over prior year results. These
gains have been partially  offset by the  performance of the South Bend Marriott
which experienced lower operating profit due to increased competition.

CORPORATE  EXPENSES.  Corporate expenses increased $0.3 million to $1 million in
the third  quarter of 1996 and  increased $1 million to $3 million  year-to-date
primarily  due to higher  average  assets for the  Company  during  1996,  which
resulted in an increase in the allocation of corporate expenses to the

                                     - 9 -

<PAGE>

                HMC ACQUISITION PROPERTIES, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


Company by Host Marriott.  As a percentage of revenues,  corporate expenses were
4% of  revenues  for the 1996  third  quarter  and  year-to-date,  respectively,
compared to 5% of revenues for the 1995 third quarter and 4% year-to-date.

INTEREST  EXPENSE.  Interest expense increased $4 million to $7.5 million in the
1996 third quarter and $12.1 million to $22.6 million year-to-date primarily due
to the  increase  in the  overall  level  of debt,  as well as a higher  average
interest rate, as a result of the December 1995 debt offering.

INTEREST INCOME.  Interest income increased $0.3 million to $0.5 million for the
1996 third  quarter and  increased  $1.6 million to $2.1  million  year-to-date,
primarily  due to the impact of available  proceeds  from the December 1995 debt
offering.

NET INCOME.  The Company's  net income for the third  quarter of 1996  increased
$0.2  million  to $2.3  million,  or 10% of  revenues.  Year-to-date  net income
decreased $0.4 million to $7.3 million,  or 11% of revenues,  principally due to
the change in interest  expense  discussed  above,  partially offset by improved
lodging results.


LIQUIDITY AND CAPITAL RESOURCES

The Company  reported a decrease in cash and cash  equivalents of $60 million in
the thirty-six  weeks ended September 6, 1996. This decrease is primarily due to
the use of funds to fund  capital  expenditures  and  acquire  two  full-service
properties. Cash flow provided by operations increased $1 million to $27 million
for 1996 primarily due to improved hotel operating results.

Cash used in investing  activities  increased  $46 million to $70 million in the
thirty-six weeks ended September 6, 1996, reflecting capital expenditures of $28
million for the renovation of certain  properties and renewals and  replacements
on other  properties,  in addition to expenditures of approximately  $62 million
for the acquisition of two full-service hotels and a minority equity interest in
a joint  venture  controlling  two hotels in Mexico  City,  Mexico.  The Company
subsequently  sold its interest in the joint venture to Host Marriott during the
third quarter of 1996 for $20 million.

Cash used in financing activities was $16 million for the thirty-six weeks ended
September 6, 1996 principally due to a $15 million dividend to Host Marriott.


In the first quarter of 1996,  the Company  acquired the 374-room  Toronto Delta
Meadowvale  Hotel for $25 million.  In the second  quarter of 1996,  the Company
acquired,  for  approximately  $17  million,  a 95% interest in the venture that
acquired the 400-room  Pittsburgh  Hyatt  Regency.  The property was  renovated,
converted to the Marriott brand and re-opened in July 1996.


EBITDA

The  Company's   consolidated   Earnings   Before   Interest   Expense,   Taxes,
Depreciation,  Amortization and other non-cash items ("EBITDA"),  increased $6.5
million,  or 60%, to $17.1 million in the 1996 third quarter and $17.8  million,
or 54%,  to $50.5  million  year-to-date.  The  increase in EBITDA is due to the
increase in  comparable  hotel EBITDA of 34% for the 1996 third  quarter and 23%
year-to-date,  and the  addition  of three  full-service  hotels in 1995 and two
full-service  hotels in 1996.  The Company  believes that EBITDA is a meaningful
measure of the Company's  operating  performance due to the  significance of the
Company's long-lived assets (and the related  depreciation  thereon) and because
EBITDA can be

                                     - 10 -

<PAGE>

used to measure the Company's  ability to meet debt service  requirements and is
used in the senior note indenture as part of the tests determining the Company's
ability  to  incur  debt  and  to  make  certain  restricted  payments.   EBITDA
information should not be considered as an alternative to net income,  operating
profit,  cash from operations,  or any other operating or liquidity  performance
measure prescribed by generally accepted accounting principles.

The following is a reconciliation of EBITDA to net income:
<TABLE>
<CAPTION>

                                                      Twelve Weeks Ended         Thirty-six Weeks Ended  
                                                    September 6, September 8,   September 6,  September 8,
                                                       1996         1995           1996           1995
                                                    ------------ ------------   ------------  ------------ 
                                                                       (in thousands)

<S>                                                 <C>          <C>            <C>           <C>         
EBITDA    ......................................    $  17,148    $    10,696    $   50,528    $   32,764
Interest expense................................       (7,534)        (3,523)      (22,600)      (10,496)
Depreciation and amortization...................       (5,146)        (3,167)      (13,798)       (9,536)
Income taxes....................................       (1,879)        (1,447)       (5,143)       (5,366)
Other non-cash charges, net.....................         (325)          (477)       (1,662)          356
                                                    ---------    -----------    ----------    ----------
Net income......................................    $   2,264    $     2,082    $    7,325    $    7,722
                                                    =========    ===========    ==========    ==========
</TABLE>


                                     - 11 -

<PAGE>


                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

The  Company  is from time to time the  subject  of, or  involved  in,  judicial
proceedings.  Management believes that any liability or loss resulting from such
matters will not have a material  adverse  effect on the  financial  position or
results of operations of the Company.


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

    None.


Item 5.   Other Information

    None.


Item 6.   Exhibits and Reports on Form 8-K

    a.    Exhibits:

          None.

    b.    Reports on Form 8-K:

          None.

                                     - 12 -

<PAGE>


                                    SIGNATURE



Pursuant  to the  requirements  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.


                                   HMC ACQUISITION PROPERTIES, INC.

October 17, 1996                  /s/  DONALD D. OLINGER
----------------                  -----------------------------------
   Date                           Donald D. Olinger
                                  Vice President and Corporate Controller




                                     - 13 -