UNITED STATES
                      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

                 For the Quarterly Period Ended March 31, 1999

                                      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 #0-16780


                   Inland Real Estate Growth Fund II, L.P. 
            (Exact name of registrant as specified in its charter)


         Delaware                                     #36-3547165
  (State or other jurisdiction     (I.R.S. Employer Identification Number)
of incorporation or organization)


       2901 Butterfield Road, Oak Brook, Illinois         60523
        (Address of principal executive office)         (Zip Code)


    Registrant's telephone number, including area code:  630-218-8000


                                   N/A                        
                (Former name, former address and former fiscal
                      year, if changed since last report)


Indicate by  check  mark  whether  the  registrant  (1)  has  filed all reports
required to be filed by Section 13  or  15(d) of the Securities Exchange Act of
1934 during the  preceding  12  months  (or  for  such  shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes X  No   







                                      -1-



                    INLAND REAL ESTATE GROWTH FUND II, L.P.
                            (a limited partnership)

                                Balance Sheets

                     March 31, 1999 and December 31, 1998
                                  (unaudited)

                                    Assets
                                    ------
                                                       1999          1998
                                                       ----          ----
Current assets:
  Cash and cash equivalents including amounts
    held by property manager (Note 1)............. $   223,316       185,913 
  Accrued interest receivable.....................         100           202 
                                                   ------------  ------------
    Total current assets..........................     223,416       186,115 
                                                   ------------  ------------
Property held for sale (Note 1)..................    1,187,723     1,187,723
Accrued rents receivable (Notes l and 3)..........      44,161        48,074
Deferred loan costs (net of accumulated
  amortization of $22,468 and $21,522 at March 31,
  1999 and December 31, 1998, respectively)
  (Note 1)........................................        -              946
Deferred leasing fees to Affiliates (net of
  accumulated amortization of $19,322 and $18,656
  at March 31, 1999 and December 31, 1998,
  respectively) (Note 1)..........................       6,663         7,329 
                                                   ------------  ------------
Total assets...................................... $ 1,461,963     1,430,187
                                                   ============  ============























                See accompanying notes to financial statements.


                                      -2-



                    INLAND REAL ESTATE GROWTH FUND II, L.P.
                            (a limited partnership)

                                Balance Sheets
                                  (continued)

                     March 31, 1999 and December 31, 1998
                                  (unaudited)

                       Liabilities and Partners' Capital
                       ---------------------------------
                                                       1999          1998
Current liabilities:                                   ----          ----
  Accounts payable and accrued expenses........... $     6,436          -
  Current portion of long-term debt (Note 4)......        -          780,288 
  Note payable to Affiliate (Note 4)..............     786,081          -
  Accrued interest payable........................      11,867          -
  Due to Affiliates (Note 2)......................       1,516           360 
                                                   ------------  ------------
    Total current liabilities.....................     805,900       780,648 
                                                   ------------  ------------
Commission payable to Affiliates (Note 2).........     135,000       135,000

    Total liabilities.............................     940,900       915,648 
                                                   ------------  ------------
Partners' capital (Notes 1 and 2):
  General Partner:
    Capital contribution..........................         500           500
    Cumulative net income.........................      16,434        16,369
    Cumulative cash distributions.................      (9,939)       (9,939)
                                                   ------------  ------------
                                                         6,995         6,930 
  Limited Partners:                                ------------  ------------
    Units of $1,000. Authorized 25,000 Units,
      4,004.25 Units outstanding at March 31, 1999
      and December 31, 1998 (net of offering
      costs of $462,849, of which $59,476 was
      paid to Affiliates).........................   3,541,408     3,541,408
    Cumulative net income.........................   1,627,072     1,620,613
    Cumulative cash distributions.................  (4,654,412)   (4,654,412)
                                                   ------------  ------------
                                                       514,068       507,609 
                                                   ------------  ------------
      Total Partners' capital.....................     521,063       514,539 
                                                   ------------  ------------
Total liabilities and Partners' capital........... $ 1,461,963     1,430,187
                                                   ============  ============








                See accompanying notes to financial statements.


                                      -3-



                    INLAND REAL ESTATE GROWTH FUND II, L.P.
                            (a limited partnership)

                           Statements of Operations

              For the three months ended March 31, 1999 and 1998
                                  (unaudited)



                                                       1999          1998
Income:                                                ----          ----
  Rental income (Note 3).......................... $    51,661        51,661
  Interest income.................................       2,291         3,280 
                                                   ------------  ------------
                                                        53,952        54,941 
                                                   ------------  ------------
Expenses:
  Professional services to Affiliates.............         419           966
  Professional services to non-affiliates.........      14,000        16,900
  General and administrative expenses to
    Affiliates....................................       6,194         5,464
  General and administrative expenses to
    non-affiliates................................       7,237         1,096
  Property operating expenses to Affiliates.......         556           556
  Mortgage interest to Affiliates.................      11,867          -
  Mortgage interest to non-affiliates.............       5,543        17,349
  Depreciation....................................        -            9,141
  Amortization....................................       1,612         3,506 
                                                   ------------  ------------
                                                        47,428        54,977 
                                                   ------------  ------------
Net income (loss)................................. $     6,524           (37)
                                                   ============  ============

Net income (loss) allocated to:
  General Partner.................................          65          -
  Limited Partners................................       6,459           (37)
                                                   ------------  ------------
Net income (loss)................................. $     6,524           (37)
                                                   ============  ============

Net income (loss) allocated to the one General
  Partner Unit.................................... $        65          -
                                                   ============  ============

Net income (loss) per 4,004.25 weighted average
  Limited Partnership Units....................... $      1.61          (.01)
                                                   ============  ============






                See accompanying notes to financial statements.


                                      -4-



                    INLAND REAL ESTATE GROWTH FUND II, L.P.
                            (a limited partnership)

                           Statements of Cash Flows

              For the three months ended March 31, 1999 and 1998
                                  (unaudited)

                                                       1999          1998
Cash flows from operating activities:                  ----          ----
  Net income (loss)............................... $     6,524           (37)
  Adjustments to reconcile net income (loss) to
      net cash provided by operating activities:
    Depreciation..................................        -            9,141
    Amortization..................................       1,612         3,506
    Changes in assets and liabilities:
      Accrued rents receivable....................       3,913         3,912
      Accrued interest receivable.................         102           208
      Accounts payable and accrued expenses.......       6,436         6,608
      Accrued interest payable....................      11,867        (5,856)
      Due to Affiliates...........................       1,156         3,022 
                                                   ------------  ------------

Net cash provided by operating activities.........      31,610        20,504 
                                                   ------------  ------------
Cash flows from financing activities:
  Proceeds from note payable to Affiliate.........     786,081          -
  Pay-off of long-term debt.......................    (780,288)         -
  Principal payments of long-term debt............        -          (21,316)
  Distributions...................................        -          (25,559)
Net cash provided by (used in) financing           ------------  ------------
  activities......................................       5,793       (46,875)
                                                   ------------  ------------
Net increase (decrease) in
  cash and cash equivalents.......................      37,403       (26,371)
Cash and cash equivalents at beginning of period..     185,913       128,545 
                                                   ------------  ------------
Cash and cash equivalents at end of period........ $   223,316       102,174
                                                   ============  ============


Supplemental disclosure of cash flow information:

  Cash paid for mortgage and other interest....... $     5,543        23,205
                                                   ============  ============











                See accompanying notes to financial statements.


                                      -5-



                    INLAND REAL ESTATE GROWTH FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements

                                March 31, 1999
                                  (unaudited)


Readers of this  Quarterly  Report  should  refer  to the Partnership's audited
financial statements for the  fiscal  year  ended  December 31, 1998, which are
included  in  the  Partnership's  1998   Annual  Report,  as  certain  footnote
disclosures which would substantially duplicate those contained in such audited
financial statements have been omitted from this Report.

(1) Organization and Basis of Accounting

Inland Real Estate Growth Fund II, L.P. (the "Partnership"), was formed in June
1987, pursuant to  the  Delaware  Revised  Uniform  Limited Partnership Act, to
invest in improved residential,  retail,  industrial and other income producing
properties.  On September 21,  1987,  the  Partnership commenced an Offering of
25,000 Limited  Partnership  Units  (the  "Units")  pursuant  to a Registration
Statement on Form S-11  under  the  Securities  Act  of  1933.  The Partnership
terminated the Offering on September 21, 1989.   A total of 4,038.25 Units were
sold to the public  at  $1,000  per  Unit,  yielding gross offering proceeds of
$4,038,250, not including the General  Partner's  contribution of $500.  All of
the holders of these Units were admitted  to  the Partnership.  As of March 31,
1999, the Partnership  has  repurchased  a  total  of  34  Units ($33,993) from
various Limited Partners.    At  March  31,  1999,  included  in  cash and cash
equivalents, is approximately $15,000 restricted for use by the Unit Repurchase
Program.  The Limited Partners  of  the  Partnership  share in their portion of
benefits of ownership of  the  Partnership's real property investment according
to the number of Units held.   Inland Real Estate Investment Corporation is the
General Partner.

The preparation of financial  statements  in conformity with generally accepted
accounting principles requires  management  to  make  estimates and assumptions
that affect the reported amounts  of  assets  and liabilities and disclosure of
contingent assets and liabilities at  the  date of the financial statements and
the reported amounts of  revenues  and  expenses  during the reporting periods.
Actual results could differ from those estimates.

Offering costs have been offset against the Limited Partners' capital accounts.

Deferred loan costs are amortized on a straight-line basis over the life of the
loan.  Deferred leasing fees  are  amortized  on a straight-line basis over the
term of the related lease.










                                      -6-



                    INLAND REAL ESTATE GROWTH FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)

                                March 31, 1999
                                  (unaudited)


Statement of Financial Accounting Standards No. 121 requires the Partnership to
record an impairment loss on  its  property  to be held for investment whenever
its carrying value  cannot  be  fully  recovered through estimated undiscounted
future cash flows from their operations and sale.  The amount of the impairment
loss to be recognized would  be  the difference between the property's carrying
value and the property's estimated fair  value.  The Partnership's policy is to
consider a property to be held for sale or disposition when the Partnership has
committed to sell such  property  and  active marketing activity has commenced.
Effective September 23, 1998,  the  Partnership's  investment property was held
for sale and the Partnership listed and was actively marketing the Scandinavian
Health Club property for sale at an amount in excess of its carrying value. The
property is scheduled to be included in  a  sealed bid auction in June 1999. In
accordance with  SFAS  121,  any  property  identified  as  "held  for  sale or
disposition" is no longer depreciated.      Adjustments for impairment loss for
such a property are made in each  period as necessary to report the property at
the lower of carrying value or fair value  less  cost to sell.  As of March 31,
1999, the Partnership has not recognized any such impairment on its property.

The Partnership uses the  straight-line  method  of  depreciation with a useful
life of thirty years for  buildings  and  improvements.  Maintenance and repair
expenses are charged to operations  as  incurred.  Significant improvements are
capitalized and depreciated over their estimated useful lives.

Rental income is recognized  on  a  straight-line  basis  over  the term of the
lease.  The excess of rental  income  earned  over  the cash rent due under the
provisions of the lease agreement is recorded as accrued rent receivable.

The Partnership  considers  all  highly  liquid  investments  purchased  with a
maturity of three months or less to be cash equivalents.

No provision for Federal income taxes  has  been made as the liability for such
taxes is that of the Partners rather than the Partnership.

Statement of Financial Accounting  Standards  No.  128 "Earnings per Share" was
adopted by the Partnership and has  been  applied to all prior earnings periods
presented in  the  financial  statements.    The  Partnership  has  no dilutive
securities.

In  the  opinion  of  management,  the  financial  statements  contain  all the
adjustments necessary, which  are  of  a  normal  recurring  nature, to present
fairly the financial position and  results  of operations.  Interim periods are
not necessarily indicative of results to be expected for the year.





                                      -7-



                    INLAND REAL ESTATE GROWTH FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)

                                March 31, 1999
                                  (unaudited)



(2) Transactions with Affiliates

The General  Partner  and  its  Affiliates  are  entitled  to reimbursement for
salaries and expenses of employees  of  the  General Partner and its Affiliates
relating to the administration  of  the  Partnership,  of which $1,516 and $360
remained unpaid at March 31, 1999 and December 31, 1998, respectively.

In connection with the sales at Wellington Place apartment complex during 1991,
the  Partnership  has  recorded  $135,000   of  sales  commissions  payable  to
Affiliates of the General Partner.  Such commissions will be deferred until the
Limited  Partners  have  received  their  Original  Capital  plus  a  return as
specified in the Partnership Agreement.

An Affiliate of the General Partner  is entitled to receive Property Management
Fees for management and leasing services.  Management fees of $556 for both the
three months ended March 31, 1999 and  1998,  have been incurred and paid to an
Affiliate and are included in  the Partnership's property operating expenses to
Affiliates.

(3) Accrued Rents Receivable

The health club lease contains provisions providing for stepped rent increases.
Generally accepted accounting principles require that rental income be recorded
for the period of  occupancy  using  the  effective  monthly rent, which is the
average monthly rent for the entire period  of occupancy during the term of the
lease.  The accompanying financial  statements  include a decrease of $3,913 in
both 1999 and 1998, of  rental  income  for  the  period of occupancy for which
stepped rent  increases  apply  and  $44,161  and  $48,074  in related accounts
receivable as of March 31,  1999  and  December  31, 1998, respectively.  Those
amounts are expected to be collected  over  the  terms of the related leases as
scheduled rent payments are made.

(4) Note Payable to Affiliate

As of February 1, 1999, the  General  Partner of the Partnership advanced funds
on a short-term  basis  to  the  Partnership  to  pay  off its mortgage payable
balance of $780,288 plus accrued interest  through the maturity date.  The note
payable to the General Partner of $786,081  has a current interest rate of 9.5%
and requires monthly interest only  payments.    A final balloon payment of all
outstanding principal and all accrued  and  unpaid  interest, if any, is due on
December 31, 1999.  This note may be extended at the Partnership's option.





                                      -8-



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


Certain statements in this  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations" and  elsewhere in this quarterly report on
Form 10-Q constitute  "forward-looking  statements"  within  the meaning of the
Federal Private Securities  Litigation  Reform  Act  of  1995.   These forward-
looking statements involve  known  and  unknown  risks, uncertainties and other
factors which  may  cause  the  Partnership's  actual  results,  performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied  by  these forward-looking statements.  These
factors include,  among  other  things,  federal,  state  or local regulations;
adverse changes in general economic  or local conditions; inability of borrower
to meet financial  obligations;  uninsured  losses;  and potential conflicts of
interest between the  Partnership  and  its  Affiliates,  including the General
Partner.


Liquidity and Capital Resources

On September 21, 1987, the Partnership  commenced an Offering of 25,000 Limited
Partnership Units pursuant to a  Registration  Statement on Form S-11 under the
Securities Act of 1933.  The  Offering  terminated on September 21, 1989 with a
total of 4,038.25 Units being sold  to  the public at $1,000 per Unit resulting
in $4,038,250 in gross offering  proceeds,  not including the General Partner's
contribution, of which $3,077,513 was invested in two properties.  In addition,
proceeds were used to repay advances from the General Partner, pay offering and
organization costs and make distributions to the Limited Partners.  As of March
31, 1999, the  Partnership  has  repurchased  34  Units  ($33,993) from various
Limited Partners through the Unit Repurchase Program.

At March 31, 1999, the Partnership  had  cash and cash equivalents of $223,316,
which includes approximately  $15,000  restricted  for  the repurchase of Units
through the Unit Repurchase Program.   The Partnership intends to use available
cash for working capital requirements and cash distributions.

The  Partnership's  property  is  generating  sufficient  cash  flow  to  cover
operating expenses and  debt  service.    To  the  extent  that  this source is
insufficient to meet  the  Partnership's  needs,  the  Partnership  may rely on
advances from Affiliates of the  General Partner, other short-term financing or
may sell this property.

The General Partner has agreed  to  make,  if necessary, a Supplemental Capital
Contribution.  The  Supplemental  Capital  Contribution  shall  be in an amount
which will enable the  Partnership  to  pay  a  liquidating distribution to the
Limited Partners equal to their  Adjusted Invested Capital plus a noncompounded
Minimum Return of 2% per annum  on their Invested Capital.  After consideration
of the Supplemental Capital Contribution,  the Partnership believes that it has
sufficient funds to satisfy its obligations.







                                      -9-



Results of Operations

As of September 23, 1998, the Partnership listed and was actively marketing the
Scandinavian Health Club  property  for  sale  at  an  amount  in excess of its
carrying value.  The listing  agreement  expired  on January 31, 1999, however,
the property is scheduled to be included  in a sealed bid auction in June 1999.
The Partnership ceased depreciation as of September 23, 1998.

The increase in mortgage interest  to  Affiliates  and the decrease in mortgage
interest to non-affiliates for  the  three    months  ended  March 31, 1999, as
compared to the  three  months  ended  March  31,  1998,  is  the result of the
refinancing of the mortgage  payable.    As  of  February  1, 1999, the General
Partner of  the  Partnership  advanced  funds  on  a  short-term  basis  to the
Partnership to pay off its  mortgage  payable  balance of $780,288 plus accrued
interest through the maturity date.  The note payable to the General Partner of
$786,081 has a current interest rate of 9.5% and requires monthly interest only
payments.  A final balloon payment of all outstanding principal and all accrued
and unpaid interest, if any, is  due  on  December  31, 1999.  This note may be
extended at the Partnership's option.

The decrease in interest income for  the  three months ended March 31, 1999, as
compared to the three months  ended  March  31,  1998,  is due to a decrease in
interest income received  on  the  installment  contract receivables which were
paid off as of June 30,  1998.    The decrease in interest income was partially
offset by an increase in investment  interest income as more cash was available
for investment as of March 31, 1999, as compared to March 31, 1998.

The decrease in professional  services  to  non-affiliates for the three months
ended March 31, 1999, as compared to  the three months ended March 31, 1998, is
due to a decrease in accounting services required by the Partnership.

The increase in general and  administrative  expenses to non-affiliates for the
three months ended March 31, 1999, as  compared to the three months ended March
31, 1998, is due to an increase in state taxes.


Year 2000 Issues

GENERAL
-------
Many computer operating systems  and  software  applications were designed such
that the year 1999 is the  maximum  date  that can be processed accurately.  In
conducting business, the Partnership relies  on computers and operating systems
provided by equipment manufacturers, and also on application software developed
internally and,  to  a  limited  extent,  by  outside  software  vendors.   The
Partnership has assessed its  vulnerability  to the so-called "Year-2000 Issue"
with respect to its equipment and computer systems.










                                     -10-



STATE OF READINESS
------------------
The Partnership  has  identified  the  following  three  areas  for "Year-2000"
compliance efforts:

Business  Computer  Systems:  The  majority  of  the  Partnership's information
technology systems  were  developed  internally  and  include accounting, lease
management, investment portfolio  tracking,  and  tax  return preparation.  The
Partnership has rights to the  source  code  for these applications and employs
programmers who are  knowledgeable  regarding  these  systems.   The process of
testing these internal  systems  to  determine  year  2000 compliance is nearly
complete.  The Partnership does  not  anticipate any material costs relating to
its  business  computer  systems  regarding  year  2000  compliance  since  the
Partnership's  critical  hardware  and  software  systems  use  four  digits to
represent the applicable year.  The Partnership does use various computers, so-
called "PC's", that may run software that  may not use four digits to represent
the applicable year.  The  Partnership  is  in  the  process  of testing the PC
hardware and software to determine year  2000  compliance, but it must be noted
that such PC's  are  incidental  to  the  Partnership's  critical systems.  The
Partnership is considering independent testing of its critical systems.

Tenants and Suppliers: The Partnership is  in the process of surveying tenants,
suppliers and other parties with whom the Partnership does a significant amount
of business to identify the Partnership's  potential exposure in the event such
parties are not year 2000  compliant  in  a  timely  manner.  At this time, the
Partnership is not aware of any party that is anticipating a material Year 2000
compliance issue.  However, since  this  area  involves some parties over which
the Partnership  has  no  control,  such  as  public  utility  companies, it is
difficult, at best, to judge  the  status  of  the outside companies' year 2000
compliance. The Partnership is working closely  with all suppliers of goods and
services in an effort to minimize the  impact of the failure of any supplier to
become  year  2000   compliant   by   December   31,  1999.  The  Partnership's
investigations  and  assessments  of  possible   year  2000  issues  are  in  a
preliminary stage, and currently the  Partnership  is not aware of any material
impact on its business, operations or  financial  condition even if one or more
parties is not Year 2000 compliant  in  a  timely manner, due to the number and
nature of the Partnership's diverse tenant base.

Non-Information Technology Systems:  In  the  operation  of its properties, the
Partnership  has  acquired   equipment   with   embedded   technology  such  as
microcontrollers, which  operate  heating,  ventilation,  and  air conditioning
systems,  fire  alarms,  security   systems,  telephones  and  other  equipment
utilizing time-sensitive technology.    The  Partnership  is  in the process of
evaluating its potential exposure and  costs if such non-information technology
systems are not year 2000  compliant  and  expects  to  be able to complete its
assessment during the second quarter of 1999.











                                     -11-



YEAR 2000 RISKS
---------------
The most reasonable likely worst case scenario for the Partnership with respect
to the year 2000 non-compliance of  its  business computer systems would be the
inability to access information  which  could  result  in  the failure to issue
financial reports.  The  most  reasonable  likely  worst  case scenario for the
Partnership with respect to  the  year  2000  non-compliance  of its tenants is
failure to receive rental income  which  could  result in the Partnership being
unable to meet  cash  requirements  for  monthly  expenses. The most reasonable
likely worst case scenario for  the  Partnership  with respect to the year 2000
non-compliance of its suppliers is  the  failure to supply necessary utilities;
including, but not limited to heating, as  a result of a malfunctioning of non-
information technology systems in the Partnership's property.

YEAR 2000 COSTS
---------------
The Partnership's General Partner  and  its  Affiliates  estimate that costs to
achieve  year  2000  compliance   will   not  exceed  $100,000.  However,  only
approximately 1% of these costs will  be  directly allocated to and paid by the
Partnership. The balance of the  year 2000 compliance costs, approximately 99%,
will be paid by  the  General  Partner  and  its  Affiliates.   Total year 2000
compliance costs are not expected to be significant.

CONTINGENCY PLAN
----------------
The Partnership expects to be Year 2000  compliant in advance of the year 2000.
The Partnership will continue to  monitor  its progress and state of readiness,
and is in the process of  formulating  a contingency plan which the Partnership
will be prepared to adopt with  respect  to areas in which evidence arises that
it may not become Year 2000 compliant  in sufficient time.  With respect to its
tenants,  suppliers  and  other  parties  with  whom  the  Partnership conducts
business, the Partnership does not  yet have sufficient information to identify
the types of problems it may encounter in the event these third parties are not
Year 2000 compliant.  As information is obtained that may indicate such parties
may not become  Year  2000  compliant  in  sufficient  time, the Partnership is
prepared to develop contingency plans, accordingly.




                          PART II - Other Information

Items 1 through 5 are omitted  because  of the absence of conditions under which
they are required.

Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits:

         (27)  Financial Data Schedule

     (b) Reports on Form 8-K

         None



                                     -12-



                                  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.



                            INLAND REAL ESTATE GROWTH FUND II, L.P.

                            By:   Inland Real Estate Investment Corporation
                                  General Partner


                                  /S/ ROBERT D. PARKS

                            By:   Robert D. Parks
                                  Chairman
                            Date: May 13, 1999


                                  /S/ PATRICIA A. CHALLENGER
         
                            By:   Patricia A. Challenger
                                  Senior Vice President
                            Date: May 13, 1999


                                  /S/ KELLY TUCEK
         
                            By:   Kelly Tucek
                                  Principal Financial Officer and
                                  Principal Accounting Officer
                            Date: May 13, 1999





















                                     -13-