SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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


                               FORM 10-QSB
(Mark One)

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

For the quarterly period ended September 30, 2001, or

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

  For the transition period from _____________ to __________________

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


                      Commission file number 0-15932

                            BF ENTERPRISES, INC.
      (Exact name of small business issuer as specified in its charter)

      DELAWARE                                           94-3038456
(State or other jurisdiction                            (I.R.S. Employer
  of incorporation or organization)                       Identification No.)
      100 Bush Street
      Suite 1250
San Francisco, California 94104
(Address of principal executive offices)

          Issuer's telephone number, including area code (415) 989-6580

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


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 the number of shares outstanding of each of the issuer's classes of
common stock as of November 8, 2001:

                 3,626,739 shares of $.10 par value Common Stock






<PAGE>



                      BF ENTERPRISES, INC. AND SUBSIDIARIES

                                    I N D E X

                                                                           Page
                                                                           ----


PART I       FINANCIAL INFORMATION

  Item 1.    Financial Statements

             -   Consolidated balance sheets  ...............................3

             -   Consolidated statements of income...........................4

             -   Consolidated statements of stockholders' equity ............5

             -   Consolidated statements of cash flows ......................6

             -   Notes to financial statements ..............................7

   Item 2.    Management's Discussion and Analysis of Financial Condition
              and Results of Operations ....................................10



PART II       OTHER INFORMATION

   Item 1.    Legal Proceedings . . . . . ..................................13

   Item 6.    Exhibits and Reports on Form 8-K .............................13













                                        2

<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.
         --------------------



                          BF ENTERPRISES, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                        (in thousands, except per share amounts)

<TABLE>
<CAPTION>



                                                             September 30,         December 31,
                                                                 2001                 2000
                                                                 ----                 ----
<S>                                                         <C>                 <C>



ASSETS:
   Cash and cash equivalents                                  $ 15,838               $ 4,028
   Marketable securities, at market value                        1,680                 1,307
   Receivables                                                     202                   256
   Real estate rental property, net of depreciation              2,127                 2,165
   Real estate inventory held for current sale
    and land held for future development                         8,229                16,843
   Lease contract receivable                                       527                   613


   Investment in partnership                                        --                   912
   Deferred tax assets                                             438                   205
   Other assets                                                    259                   307
                                                             ---------              --------
TOTAL ASSETS                                                  $ 29,300              $ 26,636
                                                              ========              ========

LIABILITIES AND STOCKHOLDERS' EQUITY:
   Payables and accrued liabilities                          $     653             $     680
   Deferred income taxes                                         1,002                    --
                                                             ---------              --------
   Total liabilities                                             1,655                   680
                                                             ---------              --------

   Stockholders' equity:
     Common stock, $.10 par value
       Authorized - 10,000,000 shares
       Issued and outstanding -
         3,595,439 and 3,434,839 shares                            360                   343
     Capital surplus                                            14,888                14,256
     Retained earnings                                          12,815                10,937
     Other accumulated comprehensive income                        338                   420
     Notes receivable from employees                              (756)                   --
                                                               -------              --------
   Total stockholders' equity                                   27,645                25,956
                                                               -------               -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $ 29,300              $ 26,636
                                                              ========              ========

</TABLE>

                 The accompanying notes to financial statements
                     are an integral part of these statements.




                                        3

<PAGE>



                      BF ENTERPRISES, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                     (in thousands, except per share amounts)

<TABLE>
<CAPTION>



                                                         Three Months Ended               Nine Months Ended
                                                            September 30,                    September 30,
                                                          ---------------                  --------------
                                                        2001           2000             2001           2000
                                                        ----           ----             ----           ----

<S>                                              <C>              <C>           <C>           <C>

Revenues:
    Real estate sales                                  $ 669           $ 631          $6,548         $1,450
    Real estate rental income                            454             456           1,361          1,370
    Interest and dividends                               136              80             253            201
    Other                                                 30               4              32             64
                                                      ------          ------          ------         ------
                                                       1,289           1,171           8,194          3,085
                                                      ------          ------          ------         ------
 Costs and Expenses:
    Cost of real estate sold                             175             161           3,575            383
    Real estate operating                                 64               2             110             22
    Depreciation and amortization                         24              24              72             72
    General and administrative                           493             409           1,337          1,303
                                                      ------          ------          ------         ------
                                                         756             596           5,094          1,780
                                                      ------          ------          ------         ------
Income before income taxes                               533             575           3,100          1,305
Provision for income taxes                               263              --           1,222             --
                                                       -----          ------          ------         ------
Net income                                            $  270          $  575          $1,878         $1,305
                                                       =====          ======          ======         ======
Net income per share:
 Basic                                                $  .08          $  .17          $  .54         $  .38
                                                      ======         ======          ======         ======
 Diluted                                              $  .07          $  .15          $  .49         $  .35
                                                      ======          ======          ======         ======
Average shares used in computing basic
   net income per share                                3,589           3,446           3,484          3,447
Average shares and equivalents used in
computing diluted net income per share                 3,827           3,764           3,800          3,759

</TABLE>


                 The accompanying notes to financial statements
                    are an integral part of these statements.





                                        4

<PAGE>



                        BF ENTERPRISES, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
                                    (in thousands)

<TABLE>
<CAPTION>


                                                                            Nine Months Ended
                                                                               September 30,
                                                                               -------------
                                                                        2001                2000
                                                                        ----                ----
<S>                                                              <C>                <C>

Common stock:
   Beginning of period                                             $     343           $     345
   Purchases of common stock - par value                                  (1)                 --
   Exercise of stock options - par value                                  18                  --
                                                                  ----------          ----------
   End of period                                                   $     360           $     345
                                                                   =========           =========

Capital surplus:
   Balance at beginning of period                                    $14,256             $14,376
   Purchases of common stock - excess over par value                    (167)                (32)
   Exercise of stock options - excess over par value                     432                  --
   Benefit for income taxes from exercise of stock options               367                  --
                                                                   ---------         -----------
   Balance at end of period                                          $14,888             $14,344
                                                                     =======             =======

Retained earnings:
   Balance at beginning of period                                    $10,937             $ 9,215
   Net income                                                          1,878               1,305
                                                                    --------            --------
   Balance at end of period                                          $12,815             $10,520
                                                                     =======             =======

Accumulated other comprehensive income:
    Balance at beginning of period                                  $    420            $    223
    Unrealized gains (losses) from marketable equity securities,
       net of income taxes                                               (82)                198
                                                                    ---------           --------
    Balance at end of period                                        $    338            $    421
                                                                    ========            ========

Notes receivable from employees:

    Balance at beginning of period                                  $    --            $     --
    Notes received from employees                                      (756)                 --
                                                                   ---------          ---------
    Balance at end of period                                       $   (756)          $      --
                                                                   =========          =========

Accumulated comprehensive income:
    Balance at beginning of period                                  $11,357             $ 9,438
                                                                    -------             -------
    Net income                                                     $  1,878             $ 1,305
    Unrealized gains (losses) from marketable equity securities,
        net of income taxes                                             (82)                198
                                                                   ---------           --------
    Comprehensive income for period                                   1,796               1,503
                                                                   --------            --------
    Balance at end of period                                        $13,153             $10,941
                                                                    =======             =======

</TABLE>



                 The accompanying notes to financial statements
                     are an integral part of these statements.



                                        5

<PAGE>




                      BF ENTERPRISES, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                  (in thousands)
<TABLE>
<CAPTION>


                                                                               Nine Months Ended
                                                                                  September, 30
                                                                          --------------------------
                                                                            2001             2000
                                                                            ----             ----
<S>                                                                  <C>               <C>


Cash flows from operating activities:
  Net income                                                           $   1,878           $1,305
Adjustments to reconcile net income to net cash provided
 by operating activities:
  Gains from sales of real estate                                         (2,973)          (1,067)
  Gain from sale of investment in partnership                                (15)              --
  Provision for deferred income taxes                                      1,158               --
  Net cash proceeds from sales of real estate                              7,261            1,643
  Real estate development costs                                           (1,903)            (460)
  Reimbursement of real estate development costs                           6,162            1,117
Changes in certain assets and liabilities:
  Decrease in receivables                                                     44              159
  Decrease in lease contract receivable                                       86               30
  Increase in deferred tax assets                                           (233)              (2)
  Increase (decrease) in payables and accrued liabilities                      7             (228)
  Other, net                                                                 153               93
                                                                         -------           ------
      Total adjustments to net income                                      9,747            1,285
                                                                         -------           ------
        Net cash provided by operating activities                         11,625            2,590
                                                                         -------           ------


Cash flows from investing activities:
  Proceeds from sale of investment in partnership                            901               --
  Investment in partnership, net                                              26             (685)
  Purchases of marketable securities                                        (244)            (224)
  Issuance of notes receivable by employees                                 (314)              --
  Other                                                                       --                5
                                                                         -------           ------
      Net cash provided (used) by investing activities                       369             (904)
                                                                         -------           ------


Cash flows from financing activities:
  Reductions in subordinated debentures included
    in payables and accrued liabilities                                      (34)             (97)
  Purchases of the Company's common stock                                   (168)             (32)
  Proceeds from exercise of stock options                                     18               --
                                                                         -------          -------
        Net cash used by financing activities                               (184)            (129)
                                                                         -------          -------

Net increase in cash and cash equivalents                                 11,810            1,557
Cash and cash equivalents at beginning of period                           4,028            3,575
                                                                         -------          -------
Cash and cash equivalents at end of period                               $15,838          $ 5,132
                                                                         =======          =======

Supplemental disclosures of cash flow information:
Cash paid during the period for income taxes                           $     293       $       --
Supplemental disclosure of noncash financing activities:
   Issuance of notes receivable by employees                                 432               --
   Tax benefit from exercise of stock options                                367               --

</TABLE>




                        The accompanying notes are an integral
                         part of these consolidated statements.






                                           6

<PAGE>






                     BF ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


Note A - Interim Financial Information

The accompanying consolidated financial statements of BF Enterprises, Inc. (the
"Company") and its subsidiaries have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC") and, in
management's opinion, include all adjustments necessary for a fair presentation
for the interim period reported. Certain information and note disclosures
normally included in annual financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to SEC rules or regulations. It is suggested that these financial statements be
read in conjunction with the financial statements and the notes thereto included
in the Company's Form 10-KSB for the year ended December 31, 2000.

Note B - Earnings Per Share

Earnings per share data for the periods reported have been computed as follows
(in thousands, except per share amounts):
<TABLE>
<CAPTION>


                                                                     Three Months Ended                Nine Months Ended
                                                                       September 30,                     September 30,
                                                                      ---------------                   --------------
                                                                    2001              2000           2001            2000
                                                                    ----              ----           ----            ----
<S>                                                           <C>                <C>            <C>             <C>

Net Income                                                          $ 270            $ 575          $1,878          $1,305
                                                                    =====            =====          ======          ======
Weighted average number of shares outstanding:
Common stock                                                        3,589            3,446          3,484            3,447
Common stock equivalents -
  stock options                                                       238               318            316             312
                                                                     ----              ----           ----            ----
                                                                    3,827            3,764          3,800            3,759
                                                                    =====            =====          =====            =====
Net income per share:

 Basic - based on weighted average number
 of shares of common stock outstanding                              $ .08            $ .17          $ .54            $ .38
                                                                    =====            =====          =====            =====
 Diluted - based on weighted average number
 of shares of common stock and common stock
 equivalents outstanding                                            $ .07            $ .15          $ .49            $ .35
                                                                    =====            =====          =====            =====

</TABLE>



                                        7

<PAGE>




                     BF ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


Note C - Real Estate Rental Property

Real estate rental property is an office building and 16 acres of land in Tempe,
Arizona. In 1995, the Company entered into a 10-year net lease with Bank One,
Arizona, NA, a subsidiary of Banc One Corporation. The lease provided for the
phased occupancy and rental of space by Bank One during 1995, with rental of the
entire premises commencing January 1, 1996. At December 31, 2000, contractual
rental revenues from the lease with Bank One are projected as follows:


                 2001                 1,936,000
                 2002                 1,953,600
                 2003                 1,975,600
                 2004                 1,980,000
                 2005 (two months)      330,000

On January 1, 1996, as required by generally accepted accounting principles, the
Company began amortizing on a straight-line basis (1) income from the new lease
with Bank One, resulting in annual real estate leasing income of $1,815,000 for
the period ending February 28, 2005, and (2) a related $423,000 lease
commission, with annual amortization expense of $46,000 over the same period.

Note D - Real Estate Inventory Held for Current Sale and Land
             Held for Future Development

Real estate inventory held for current sale and land held for future development
consists primarily of approximately 159 acres in the Company's master-planned,
mixed use development known as Meadow Pointe near Tampa, Florida. The parcels
within this project are in various stages of development. Parcels on which the
Company has completed substantially all of its development activities are
considered to be held for current sale. Parcels on which development is not yet
complete are considered to be held for future development. These assets were
carried at a cost of $8,229,000 at September 30, 2001 and $16,843,000 at
December 31, 2000. The Company believes that the current fair value of these
assets is greater than their carrying value.






                                        8

<PAGE>




                   BF ENTERPRISES, INC. AND SUBSIDIARIES
                  NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


It is the Company's policy to review and update its projections on the Meadow
Pointe project on a regular basis. Periodic cumulative adjustments to cost of
sales are made to reflect the results of these reviews. As a result, gross
margins and related percentages, derived on a period to period basis, may not be
directly comparable.

Note E - Investment in Partnership

In October 1999, the Company formed a new subsidiary, Meadow Pointe East, LLC
("MPE") to act as one of two general partners in a partnership to develop a
2,000 acre tract of land adjacent to Meadow Pointe, tentatively identified as
Meadow Pointe East. In September 2001, the Company withdrew from the development
of Meadow Pointe East by selling its interest in MPE to two Florida real estate
development companies for $901,000, an amount equal to MPE's loan to the
partnership, including accrued interest. The sale resulted in a gain of $15,000
that is included in other revenues in the accompanying consolidated statements
of income.

Note F- Stockholders' Equity

From time to time, the Company purchases shares of its common stock, primarily
in the open market. During the nine months ended September 30, 2001 the Company
purchased 19,400 shares of its common stock for an aggregate amount of $168,000.
During the nine months ended September 30, 2000, the Company purchased 4,660
shares of its common stock for an aggregate amount of $32,000.

During the nine months ended September 30, 2001, two of the Company's employees
exercised options for the purchase of an aggregate of 180,000 shares of the
Company's common stock. The Company received proceeds from the exercises of the
options of (1) $18,000 cash and (2) notes for $746,000 which included $314,000
for withholding taxes resulting from the option exercises. Interest of $10,000
was accrued on the notes as of September 30, 2001. In October 2001 three other
employees of the Company exercised options for the purchase of an aggregate of
32,000 shares of the Company's common stock. The Company received proceeds from
the exercises of the options of (1) $3,000 cash and (2) notes for $143,000 which
included $66,000 for withholding taxes resulting from the option exercises. All
notes are full-recourse and are secured by the shares issued in connection with
the option exercises. Interest rates range from 4.59% to 5.12% per annum and are
equal to the Applicable Federal Rates in effect at the time the notes were
issued.  Interest on the notes is due annually on the anniversary date of each
note and principal of the notes and accrued but unpaid interest is due on the
earlier of (1) the fifth anniversary of the issuance of each note or (2) the
sale of the shares purchased in connection with the exercise of options.


                                        9

<PAGE>





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


Results of Operations

         Net income was $270,000 and $1,878,000 in the three months and nine
months ended September 30, 2001, and included gains, before income taxes, of
$494,000 and $2,973,000, respectively, from sales of property within the
Company's Meadow Pointe project near Tampa, Florida. Gains from Meadow Pointe
property sales in the nine month period of 2001 include a gain, before income
taxes, of $2,231,000 from the sale in June 2001 of an undeveloped commercial
tract. The Company received approximately $10,000,000, net of closing costs,
from the sale. In accordance with the Company's Management and Development
Agreement with Devco II Corporation ("Devco"), the development manager at Meadow
Pointe, proceeds from the sale in the amount of $5,213,000 have been reflected
as revenue for the nine month 2001 period on the Consolidated Statements of
Income and the remainder has been applied to a development funding account which
was associated with the tract and was included in "Real estate inventory held
for current sale and land held for future development" on the Consolidated
Balance Sheets. In the three months and nine months ended September 30, 2000,
net income of $575,000 and $1,305,000 included gains of $470,000 and $1,067,000,
respectively, from sales of Meadow Pointe property. The Company provided for
federal and state income taxes of $263,000 and $1,222,000 in the three months
and nine months ended September 30, 2001.  No provision for income taxes was
made in the 2000 periods because of benefits realized from deferred tax assets.

         The Company's reported gains and losses from property sales at Meadow
Pointe are based in part upon estimates of the total revenues and costs to be
derived by the Company over the life of the project. The Company periodically
reviews these estimates and makes cumulative adjustments to reflect any revised
estimates. Cumulative adjustments resulting from changes in estimates of sales
revenue and related timing, interest rates and other factors affecting the
project budget, were made during the first nine months of both 2001 and 2000.
These adjustments, reflecting changes occurring during these periods, resulted
in aggregate reductions in revenue and costs that reduced income before income
taxes by $1,476,000 in the nine months ended September 30, 2001 and by $935,000
in the same period of 2000. As a result of recording cumulative changes when
identified, gross margins and related margin percentages, derived on a period to
period basis, may not be directly comparable.

         Property sales at Meadow Pointe are dependent upon, among other things,
the strength of the general economy in the Tampa area, residential mortgage
interest rates, competitive residential developments serving the same group of
home buyers and other factors related to the local Tampa real estate market. The
Company sold, respectively, 84 and 344 developed lots at Meadow Pointe during
the three months and nine months ended September 30, 2001 which represented,
respectively, increases of 11% and 30% from the number of lots sold in the same

                                       10

<PAGE>



periods of 2000. During the 2000 periods, construction activities and related
sales were hampered by delays in obtaining permits from government agencies for
development of the remaining residential parcels.

         Interest and dividends from investments accounted for $136,000 and
$253,000 of revenues in the three months and nine months ended September 30,
2001, respectively, and $80,000 and $201,000 in comparable periods in 2000. The
increase in the 2001 periods was due to an increase in the amount of funds
available for investment.

         Real estate operating expense in the three months and nine months ended
September 30, 2001 increased to $64,000 and $110,000, respectively, from $2,000
and $22,000 in the same periods of 2000, principally due to legal expenses
related to the Company's partnership interest in a limited liability company
("LLC"). The Company sold its interest in the LLC in September 2001 (see Note E
of Notes to Financial Statements).

         General and administrative expenses in the three months and nine months
ended September 30, 2001 were, respectively, $84,000 and $34,000 higher than in
the comparable periods in 2000, due principally to a increase in legal and other
fees for professional services.

Liquidity and Capital Resources
-------------------------------

         At September 30, 2001, the Company held $17,518,000 in cash, cash
equivalents and marketable securities, as compared to $1,655,000 for all
short-term and long-term liabilities. The Company's cash and cash equivalents
increased by $11,810,000 during the first nine months of 2001 primarily as a
result of the approximately $10,000,000 realized from the June 2001 sale of an
undeveloped 40 acre commercial tract at Meadow Pointe. From time to time the
Company purchases shares of its common stock, primarily in the open market (see
Note F of Notes to Financial Statements).

         In October 1999, the Company formed a new subsidiary, Meadow Pointe
East, LLC ("MPE") to act as one of two general partners in a partnership to
develop a 2,000 acre tract of land adjacent to Meadow Pointe, tentatively
identified as Meadow Pointe East. In September 2001, the Company withdrew from
the development of Meadow Pointe East by selling its interest in MPE to two
Florida real estate development companies for $901,000, an amount equal to MPE's
loan to the partnership, including accrued interest.

         The Company's business plan calls for certain expenditures during
the next several years relating to the planned development of Meadow Pointe.
During the period February 1992 through May 2000, two community development
districts encompassing the Meadow Pointe project issued approximately
$79,600,000 of capital improvement revenue bonds, including $4,660,000 in May
2000. The proceeds of such financing have been and are expected to be used to
construct infrastructure improvements necessary for the development and sale of
lots in Meadow Pointe.  Neither district anticipates the need for any
additional financing.


                                       11

<PAGE>



         The Company intends to pay for its future expenditures at Meadow Pointe
and its other operating expenses with (i) cash generated from sales of property
within Meadow Pointe and its other operations, and (ii) cash and cash
equivalents on hand.

         The Company and its representatives may from time to time make written
or oral forward-looking statements with respect to long-term goals of the
Company, including statements contained in the Company's filings with the
Securities and Exchange Commission and in its reports to stockholders.

         The words or phrases "will likely result," "are expected to," "will
continue," "is anticipated," "estimate," "project" or similar expressions
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward- looking statements,
which speak only as of the date made, involve risks and uncertainties,
including, but not limited to, competition, general economic conditions, ability
to manage and continue growth and other factors detailed in the Company's
filings with the Securities and Exchange Commission. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual outcomes may vary materially from those indicated.

         The Company specifically declines to undertake any obligation to
publicly revise any forward-looking statements that have been made to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.


Qualitative and Quantitative Disclosures About Market Risk
----------------------------------------------------------

         The Company holds certain cash equivalents and marketable securities
for non-trading purposes which are sensitive to changes in market value. The
Company does not believe that changes in the market value of these financial
instruments will have a material impact, either favorable or unfavorable, on its
financial position or results of operations. The Company has not in the past
engaged in transactions requiring the use of derivative financial instruments
either for hedging or speculative purposes, and has no plans to do so in the
future.



                                       12

<PAGE>






                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings
          -----------------

            The Company is not a party to any material legal proceedings.


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

  (a)       Exhibits:

Exhibit
Number                     Description
------                     -----------

10.29        Meadow Pointe East LLC Membership Interest Purchase Agreement and
               Assignment.

  (b)       Reports on Form 8-K.

             The registrant did not file any reports on Form 8-K during the
period covered by this report.








                                       13

<PAGE>




                                   SIGNATURES

    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.

                                              BF ENTERPRISES, INC.
                                                  (Registrant)


Date:   November 13, 2001                     /s/ Brian P. Burns
                                              ----------------------------------
                                              Brian P. Burns
                                              Chairman of the Board, President
                                              and Chief Executive Officer
                                              (Duly Authorized Officer)


Date:   November 13, 2001                     /s/ S. Douglas Post
                                              ----------------------------------
                                              S. Douglas Post
                                              Vice President and Treasurer
                                              (Principal Accounting Officer)






                                       14

<PAGE>