SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------

                                    FORM 10-Q

     (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, 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 number 000-24811

                              SOUND FEDERAL BANCORP
             (Exact name of registrant as specified in its charter)

          Federal                                               13-4029393
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                 300 Mamaroneck Ave., Mamaroneck, New York 10543
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (914) 698-6400
               (Registrant's telephone number including area code)

                                       N/A
             ------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed from 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  twelve  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 the latest practicable date.



                                                      Shares
                                                   Outstanding at
              Class                              November 10 , 1999
            ---------                            ------------------
            Common Stock,                            5,072,218
            par value, $0.10



<PAGE>

                                                 TABLE OF CONTENTS


                         PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Consolidated Balance Sheets at September 30, 1999 and March 31, 1999..1

         Consolidated Statements of Income for the Quarters and Six Months
         ended September 30, 1999 and 1998.....................................2

         Consolidated Statement of Changes in Stockholders' Equity  for the
         Six Months ended September 30, 1999...................................3

         Consolidated Statements of Cash Flows for the Six Months
         ended September 30, 1999 and 1998.....................................4

         Notes to Unaudited Consolidated Financial Statements..................5

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.................................................8

Item 3.  Quantitative and Qualitative Disclosures about Market Risk...........15


                          PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings....................................................16

Item 2.  Changes in Securities and Use of Proceeds............................16

Item 3.  Defaults upon Senior Securities......................................16

Item 4.  Submission of Matters to a Vote of Security Holders..................16

Item 5.  Other Information....................................................16

Item 6.  Exhibits and Reports on Form 8-K.....................................16

         Signatures...........................................................17

<PAGE>




Part 1. - Financial Information

Item 1.  Financial Statements
<TABLE>
<CAPTION>

Sound Federal Bancorp and Subsidiary

CONSOLIDATED BALANCE SHEETS
(Unaudited)

( Dollars in thousands, except per share data)                                           September 30,            March 31,

Assets
<S>                                                                                        <C>                    <C>
 Cash and due from banks.......................................................            $     7,976            $     5,082
 Federal funds sold............................................................                 26,500                 44,400
 Certificates of deposit.......................................................                 12,078                 10,686
 Securities:
    Available-for-sale, at fair value..........................................                 54,929                 39,402
    Held-to-maturity, at amortized cost (fair value of $38,456 and $45,087
    at September 30, 1999 and March 31, 1999, respectively)....................                 39,250                 45,590
                                                                                          ------------           ------------
          Total securities.....................................................                 94,179                 84,992
                                                                                          ------------           ------------

 Loans, net:
     Mortgage loans............................................................                162,843                143,626
     Consumer loans............................................................                    888                  1,004
     Allowance for loan losses (Note 4)........................................                 (1,144)                (1,094)
                                                                                          -------------          -------------
          Total loans, net.....................................................                162,587                143,536
                                                                                          ------------           ------------

 Accrued interest receivable...................................................                  1,842                  1,436
 Federal Home Loan Bank stock..................................................                  1,884                  1,884
 Premises and equipment, net...................................................                  2,999                  1,935
 Other assets..................................................................                  2,058                  1,360
                                                                                           -----------            -----------
           Total assets........................................................      $         312,103      $         295,311
                                                                                          ============           ============

Liabilities and Stockholders' Equity
  Liabilities:
      Deposits.................................................................      $         255,805      $         237,279
      Mortgagors' escrow funds................................................                   1,538                  2,480
      Accrued expenses and other liabilities...................................                  1,244                    568
                                                                                           ------------           -----------
         Total liabilities.....................................................                258,587                240,327
                                                                                           ------------           -----------
  Stockholders' equity:
     Preferred stock ($0.01 par value; 10,000,000 shares
     Common stock ($0.10 par value; 20,000,000 shares authorized; 5,212,218 shares
     Additional paid-in capital................................................                 22,429                 22,430
     Common stock held by Employee Stock Ownership Plan ("ESOP") ..............                 (1,583)                (1,681)
     Retained earnings.........................................................                 34,428                 33,846
     Treasury stock, at cost (135,000 shares at September 30, 1999)............                 (1,393)                    --
     Accumulated other comprehensive loss, net of taxes (Note 5)...............                   (886)                  (132)
                                                                                         --------------         -------------
         Total stockholders' equity............................................                 53,516                 54,984
                                                                                          ------------            -----------
         Total liabilities and stockholders' equity............................       $        312,103       $        295,311
                                                                                           ============           ===========
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

<PAGE>


Sound Federal Bancorp and Subsidiary

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>

                                                                    For the Quarter Ended           For the Six Months Ended
                                                                         September 30,                    September 30,
                                                                   -----------------------         --------------------------
                                                                     1999           1998              1999            1998
                                                                     ----        -------              ----            ----
   Interest and Dividend Income
<S>                                                              <C>             <C>             <C>             <C>
    Loans.....................................................   $      2,961    $      2,736    $      5,832    $      5,472
    Securities................................................          1,419           1,041           2,760           2,138
    Federal funds sold and certificates of deposit............            513             739           1,078           1,411
    Other earning assets......................................             47              52              92              91
                                                                    ---------       ---------       ---------       ---------
    Total interest and dividend income........................          4,940           4,568           9,762           9,112
                                                                    ---------       ---------       ---------       ---------

   Interest Expense
    Deposits..................................................          2,322           2,315           4,548           4,561
     Other interest-bearing liabilities.......................             13              37              24              47
                                                                    ---------       ---------       ---------       ---------
    Total interest expense....................................          2,335           2,352           4,572           4,608
                                                                    ----------      ---------       ---------       ---------

    Net interest income.......................................          2,605           2,216           5,190           4,504
    Provision for loan losses (Note 4)........................             25              70              50             151
                                                                    ---------       ---------       ---------       ---------
    Net interest income after provision for loan losses.......          2,580           2,146           5,140           4,353
                                                                    ---------       ---------       ---------       ---------

   Non-Interest Income
     Service charges and fees.................................             51              39             100              89
     Gain on sale of real estate owned........................             --              --              81              --
                                                                    ---------       ---------       ---------        --------
     Total non-interest income................................             51              39             181              89
                                                                    ---------       ---------       ---------       ---------

   Non-Interest Expense
     Compensation and benefits................................            796             738           1,531           1,280
     Occupancy and equipment..................................            235              91             428             148
     Data processing service fees.............................             60              63             155             120
     Advertising and promotion................................            120              30             196              68
     Other....................................................            502             211           1,008             511
                                                                    ---------       ---------       ---------       ---------
     Total non-interest expense...............................          1,713           1,133           3,318           2,127
                                                                    ---------       ---------       ---------       ---------

    Income before income tax expense..........................            918           1,052           2,003           2,315
    Income tax expense........................................            291             386             715             903
                                                                    ---------       ---------       ---------       ---------
    Net income................................................   $        627    $        666    $      1,288    $      1,412
                                                                    =========       =========       =========       =========

   Basic earnings per common share (Note 3)                      $       0.13                    $       0.26
                                                                    =========                       =========
</TABLE>




See accompanying notes to the unaudited consolidated financial statements.


<PAGE>








Sound Federal Bancorp and Subsidiary

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Six Months Ended September 30, 1999
(Unaudited)
(Dollars in thousands)


<TABLE>
<CAPTION>

                                                                       Common                           Accumulated
                                                         Additional     Stock                              Other         Total
                                                Common    Paid-In      Held By   Retained   Treasury   Comprehensive   Stockholders'
                                                Stock     Capital       ESOP     Earnings     Stock        Loss          Equity
                                                -----     -------       ----     --------     -----        ----          ------
<S>                                            <C>        <C>       <C>         <C>          <C>      <C>              <C>
Balance at March 31, 1999....................  $  521     $ 22,430  $   (1,681) $   33,846   $   --   $      (132)     $    54,984
Net income...................................      --          --          --        1,288       --            --            1,288
Other comprehensive loss (Note 5)............      --          --          --          --        --          (754)            (754)
                                                                                                                        ----------
  Total comprehensive income (Note 5)........                                                                                  534
Dividends declared...........................      --          --          --         (706)       --         --              (706)
Repurchase of common stock (135,000 shares)..      --          --          --          --     (1,393)        --            (1,393)
ESOP shares committed to be released for
  allocation (9,606 shares)..................      --           (1)         98          --        --           --               97
                                               ------     --------     -------    --------   -------    ---------       ----------
Balance at September 30, 1999................  $  521     $ 22,429  $   (1,583) $   34,428    (1,393) $      (886)     $    53,516
                                               ======     ========     ========   ========   ========   ==========      ==========
</TABLE>






See accompanying notes to the unaudited consolidated financial statements.



<PAGE>



Sound Federal Bancorp and Subsidiary

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 (In thousands)
<TABLE>
<CAPTION>
                                                                                     For the Six Months Ended
                                                                                          September 30,
                                                                             ----------------------------------------
                                                                                      1999                 1998
                                                                             -------------------   ------------------
OPERATING ACTIVITIES
<S>                                                                          <C>                   <C>
  Net income............................................................     $         1,288       $         1,412
  Adjustments to reconcile net income to net
         Provision for loan losses......................................                  50                   151
         Depreciation expense...........................................                 103                    74
            ESOP expense................................................                  97                    --
         Deferred income tax benefit....................................                 (34)                 (140)
         Gain on sale of real estate owned..............................                 (81)                   --
         Other adjustments, net.........................................                  75                  (583)
                                                                                  ------------        -------------
            Net cash provided by operating activities...................               1,498                   914
                                                                                  ------------        ------------

INVESTING ACTIVITIES
      Available-for-sale................................................             (19,243)                   --
      Held-to-maturity..................................................                  --                (8,976)
  Proceed from principal payments, maturities and calls of
        securities ....................................................                8,720                11,967
  Disbursements for loan originations...................................             (29,939)              (22,863)
  Principal collection on loans.........................................              10,718                13,817
  Net increase in certificates of deposit...............................              (1,392)                  493
  Proceeds from sale of real estate owned...............................                 314                    --
  Purchases of premises and equipment...................................              (1,167)                 (180)
                                                                                  -----------         -------------
            Net cash used in investing activities.......................             (31,989)               (5,742)
                                                                                  -----------         -------------

FINANCING ACTIVITIES
  Net increase in deposits..............................................                18,526               9,233
  Net decrease in mortgage escrow deposits..............................                  (942)             (1,217)
  Dividends paid........................................................                  (706)                 --
  Purchase of treasury stock............................................                (1,393)                 --
  Proceeds from stock subscriptions.....................................                    --              16,824
                                                                                  -------------        -----------
            Net cash provided by financing activities...................                15,485              24,840
                                                                                  -------------        -----------

  (Decrease) increase in cash and cash equivalents......................               (15,006)             20,012
  Cash and cash equivalents at beginning of period......................                49,482              42,111
                                                                                  ------------         -----------
  Cash and cash equivalents at end of period............................     $          34,476      $       62,123
                                                                                  ============         ===========

SUPPLEMENTAL INFORMATION
  Interest paid.........................................................     $           4,448      $        4,578
  Income taxes paid.....................................................                   773                 990
   Loans transferred to real estate owned...............................                   124                 357
                                                                                  ============         ===========
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.


<PAGE>


Sound Federal Bancorp and Subsidiary

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.   Reorganization and Stock Offering

         On October 8, 1998,  Sound Federal  Bancorp issued shares of its common
stock in connection with a Plan of Reorganization  ("the  "Reorganization")  and
related   Subscription  and  Community   Offering  (the   "Offering").   In  the
Reorganization,   Sound  Federal  Savings  and  Loan  Association  (the  "Bank")
converted from a federally  chartered mutual savings  association to a federally
chartered  stock savings  association  (the  "Conversion").  The Bank became the
wholly-owned   subsidiary   of  Sound   Federal   Bancorp,   which   became  the
majority-owned  subsidiary of Sound Federal, MHC (the "Mutual Holding Company").
Collectively,  Sound Federal Bancorp and the Bank are referred to herein as "the
Company".

         Sound Federal Bancorp issued a total of 5,212,218  shares of its common
stock in the  Reorganization  and Offering,  consisting of 2,810,510  shares (or
53.92%)  issued to the Mutual Holding  Company and 2,401,708  shares (or 46.08%)
issued to other stockholders. The shares issued to other stockholders consist of
192,129 shares  purchased by the Company's  Employee  Stock  Ownership Plan (the
"ESOP")  using  $1.9  million  in  proceeds  from a loan  made by Sound  Federal
Bancorp;  102,200  shares  contributed  by the  Company to  establish  the Sound
Federal Savings and Loan  Association  Charitable  Foundation  (the  "Charitable
Foundation");  and 2,107,379  shares sold for cash of $21.1 million  ($10.00 per
share) in the Offering.  After deducting offering costs of $1.1 million, the net
cash proceeds from the Offering were $20.0 million.

         Sound  Federal  Bancorp  utilized  net proceeds of  approximately  $9.0
million to purchase all of the Bank's common  shares  issued in the  Conversion,
and  retained  the  remaining  $11.0  million  which was  invested  initially in
interest-bearing deposits with the Bank.

         The Charitable Foundation was established to provide funding to support
charitable and not-for-profit causes and community development activities in the
Company's  market area.  The fair value of the common shares  contributed to the
Charitable  Foundation ($1.0 million) was recognized as a charge to non-interest
expense at the contribution date (October 8, 1998).


2.       Basis of Presentation

         The  consolidated   financial  statements  included  herein  have  been
prepared  by the  Company  without  audit.  In the  opinion of  management,  the
unaudited consolidated financial statements include all adjustments,  consisting
of normal recurring accruals, necessary for a fair presentation of the financial
position  and  results  of  operations  for  the  periods   presented.   Certain
information  and  footnote  disclosures  normally  included in  accordance  with
generally accepted accounting principles have been condensed or omitted pursuant
to the rules and  regulations  of the Securities  and Exchange  Commission.  The
Company  believes  that the  disclosures  are  adequate to make the  information
presented not misleading; however, the results for the periods presented are not
necessarily  indicative  of results to be  expected  for the entire  fiscal year
ending March 31, 2000.

         The consolidated  financial statements have been prepared in conformity
with generally  accepted  accounting  principles.  In preparing the consolidated
financial  statements,  management is required to make estimates and assumptions
that affect the  reported  amounts of assets,  liabilities,  income and expense.
Actual  results  could differ  significantly  from these  estimates.  A material
estimate that is particularly  susceptible to near-term  change is the allowance
for loan losses, which is discussed in Note 4.

         The  unaudited  interim  consolidated  financial  statements  presented
herein  should  be read in  conjunction  with the  annual  audited  consolidated
financial  statements  of the Company for the fiscal year ended March 31,  1999,
included in the Company's 1999 Annual Report.



<PAGE>


3.       Earnings Per Share

          Weighted average common shares of 4,967,074 and 5,031,204 were used in
calculating  basic  earnings  per share for the  quarter  and six  months  ended
September 30, 1999,  respectively.  In computing basic EPS,  outstanding  shares
include all shares issued to the Mutual Holding  Company and  contributed to the
Charitable  Foundation,  but exclude  unallocated ESOP shares that have not been
committed to be released to  participants.  For the quarter and six months ended
September  30,1999,  the  Company  had no  outstanding  stock  options  or other
contracts  that could result in the issuance of  additional  common  shares and,
accordingly,  diluted  earnings  per share has not been  presented.  The Company
completed the  Reorganization  and Offering on October 8, 1998. As a result, per
share data has not been presented for the quarter and six months ended September
30, 1998.


4.       Allowance for Loan Losses

         The  allowance  for loan losses is  increased  by  provisions  for loan
losses charged to income and decreased by charge-offs (net of recoveries). Loans
are  charged  to the  allowance  when all or a portion of a loan is deemed to be
uncollectible.  Recoveries of loans  previously  charged-off are credited to the
allowance for loan losses when realized. Management's periodic evaluation of the
adequacy of the allowance is based on the Company's past loan experience,  known
and inherent  risks in the  portfolio,  adverse  situations  that may affect the
borrowers' ability to repay, the estimated value of underlying  collateral,  and
current  economic  conditions.  Management  believes that the allowance for loan
losses is adequate to absorb probable losses in the existing loan portfolio.

           Establishing  the  allowance  for loan  losses  involves  significant
management  judgements  utilizing the best information  available at the time of
review.  Those  judgements  are  subject to further  review by various  sources,
including  the  Company's  regulators.  Adjustments  to  the  allowance  may  be
necessary  in the future  based on changes in economic  and real  estate  market
conditions,  further  information  obtained  regarding known problem loans,  the
identification of additional  problem loans and other factors,  certain of which
are outside of management's control.

         Activity in the allowance for loan losses for the periods  indicated is
summarized as follows:

<TABLE>
<CAPTION>
                                               Quarter Ended                  Six Months Ended              Year Ended
                                                September 30,                  September 30,                 March 31,
                                       -----------------------------   ---------------------------           ---------
                                            1999            1998            1999           1998               1999
                                       -------------   -------------   -------------  ------------            ----
                                                           (dollars in thousands)
<S>                                    <C>             <C>             <C>            <C>                    <C>
Balance at beginning of period....     $     1,119     $     1,065     $     1,094    $       984            $     984
Provision for loan losses.........              25              70              50            151                  272
Mortgage loans charged off........              --             (73)             --            (73)                (162)
                                         ----------      --------------------------     ----------         -----------
Balance at end of period..........     $     1,144     $     1,062     $     1,144    $     1,062                1,094
                                         =========       =========       =========      ==========          ==========
</TABLE>






<PAGE>





5.       Comprehensive Income (Loss)

           The  Company's  other  comprehensive  income  (loss)  represents  net
unrealized  holding  gains and losses  arising  during the period on  securities
available-for-sale,  net of related income taxes.  The components are as follows
for the periods indicated.


                                                                      Other
                                Pre-Tax              Tax           Comprehensive
                                 Loss               Effect            Loss
                             ------------      ------------      ---------------
Quarter Ended:
   September 30, 1999        $     (404)       $      168         $      (236)
   September 30, 1998                (5)                2                  (3)

Six Months Ended:
   September 30, 1999            (1,277)              523                (754)
   September 30, 1998               (10)                4                  (6)



         Total comprehensive  income (net income and other comprehensive  income
or loss)  amounted to $391,000 and $534,000,  respectively,  for the quarter and
six months  ended  September  30,  1999,  compared to $663,000  and  $1,406,000,
respectively, for the quarter and six months ended September 30, 1998.

         The Company's  accumulated other  comprehensive loss, which is included
in   stockholders'   equity,   represents  the  unrealized  loss  on  securities
available-for-sale  of $1.5 million and $223,000 at September 30, 1999 and March
31,  1999,  respectively,  less  related  income  taxes of $614,000 and $91,000,
respectively.



















<PAGE>






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

General

         The  financial  condition  and results of operations of the Company are
primarily  dependent upon those of the Bank. The Bank's  principal  business has
historically  consisted  of offering  savings and other  deposits to the general
public  and  using the  funds  from  such  deposits  to make  loans  secured  by
residential real estate.  The Company's  results of operations  depend primarily
upon its net  interest  income,  which is the  difference  between the  interest
income  earned  on its loan and  securities  portfolios  and its cost of  funds,
consisting  primarily of the interest paid on its  deposits.  Net income is also
affected by, among other  things,  provisions  for loan losses and  non-interest
expense.  The  Company's  principal  operating  expenses,  other  than  interest
expense,  consist of  compensation  and benefits,  occupancy and equipment,  and
other  general  and   administrative   expenses.   Operating  results  are  also
significantly   affected  by  general   economic  and  competitive   conditions,
particularly  changes  in market  interest  rates;  government  legislation  and
policies affecting fiscal affairs, housing and financial institutions;  monetary
policies  of the Federal  Reserve  System;  and the  actions of bank  regulatory
authorities.

         When used in this  report on Form  10-Q,  the  words or  phrases  "will
likely   result,"  "are  expected  to,"  "will   continue,"  "is   anticipated,"
"estimate,"   "project"  or  similar   expressions   are  intended  to  identify
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995. Such statements are subject to certain risks and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
historical results and those presently  anticipated or projected.  Among others,
these risks and  uncertainties  include  changes in economic  conditions  in the
Company's market area, changes in policies by regulatory agencies,  fluctuations
in interest rates,  demand for loans in the Company's market area,  competition,
and  uncertainties  related to year 2000. The Company wishes to caution  readers
not to place undue reliance on any such forward-looking statements,  which speak
only as of the date made.  The Company wishes to advise readers that the factors
listed above could affect the Company's  financial  performance  and could cause
the Company's  actual results for future periods to differ  materially  from its
forward-looking  statements.  The Company does not undertake,  and  specifically
declines any obligation,  to publicly  release the result of any revisions which
may be made to any forward-looking statements to reflect events or circumstances
after the date of such statements or to reflect the occurrence of anticipated or
unanticipated events.


Capability of the Company's Data Processing to Accommodate the Year 2000

         Like most  providers of  financial  services,  the Company  relies upon
computers  for  the  daily  conduct  of its  business  and for  data  processing
generally.  There is a concern that on January 1, 2000  computers will be unable
to "read" the new year and, as a consequence,  there may be widespread  computer
malfunctions.  Management  has  developed a formal plan to resolve the Year 2000
issue and has been  addressing  this issue with the  Company's  data  processing
service center (the "Data Center"). The Data Center has advised the Company that
the Year 2000 issue should not affect the Company's  external  data  processing.
The Company has  completed  testing its  computer  applications  and hardware to
ensure that they will be able to read the year 2000. All tests have now produced
satisfactory results.

         The  Company  completed  its  contingency  plan in May  1999.  The plan
includes, among other things, various strategies to deal with loss of electrical
power,   telecommunications,   and  Data  Center  failures.   The  Plan  assigns
responsibilities  to members of a recovery team and  establishes  time-frames to
provide for the Company to be able to service  customers on January 3, 2000 (the
first business day of the year).

         The Company has contacted  each of its vendors to ensure that they will
be able to provide service in light of the Year 2000 issue. All mission-critical
vendors have  represented  to management  that they have



<PAGE>



addressed  the Year 2000 issue and expect to be able to provide the services for
which the Company has contracted.  In addition,  since over 99% of the Company's
loans are secured by real property (primarily residential property), the ability
of the Company's  borrowers to be Year 2000 compliant is not a material concern.
Management  will  continue  to  monitor  this  issue and  report to the Board of
Directors on a quarterly basis.

         Costs  related to the Year 2000 issue are  expensed as incurred  except
for the costs,  if any, for new hardware and software that is  purchased,  which
are capitalized. At September 30, 1999, the cumulative costs incurred to address
the Year 2000 issue amounted to approximately  $170,000.  The Company  estimates
that the total  costs  related  to the Year  2000  issue  will be  approximately
$225,000,  based on numerous assumptions  concerning future events including the
continued availability of certain resources,  third party modification plans and
other  factors.  However,  there can be no guarantee  that this estimate will be
achieved,  and actual  results could differ  materially.  Specific  factors that
might  cause such  material  differences  include,  but are not  limited to, the
availability  and cost of trained  personnel,  the ability to locate and correct
all relevant computer codes, and similar uncertainties.  In addition,  there can
be no  guarantee  that the  systems of other  companies  on which the  Company's
systems rely will be timely  converted,  or that a failure to convert by another
company (or a conversion that is incompatible with the Company's systems), would
not have a material adverse effect on the Company.


Stock Repurchase Program

         The Company  announced  on July 6, 1999 that it was  commencing a stock
repurchase  program to acquire up to 344,926  shares of its common stock,  which
represents  approximately 15% of the common stock held by persons other than the
Mutual  Holding  Company.  As of September  30,  1999,  the Company had acquired
135,000  shares  of its  common  stock  at a total  cost of  approximately  $1.4
million, or an average of $10.32 per share.


Financial Condition

         The Company's  total assets were $312.1  million and $295.3  million at
September 30, 1999 and March 31, 1999, respectively.  The $16.8 million increase
in assets was funded  primarily by an $18.5  million  increase in deposits.  The
increase  in total  assets  reflects a $19.1  million  increase  in net loans to
$162.6 million and a $9.2 million increase in total securities to $94.2 million.
The growth in the  securities  and loan  portfolios  was  funded by the  deposit
growth as well as a decrease of $17.9  million in Federal funds  reflecting  the
Company's  ongoing  strategy to redeploy  short-term  liquid  assets into higher
yielding  loans and  securities.  Total  deposits  amounted to $255.8 million at
September 30, 1999, as compared to total deposits of $237.3 million at March 31,
1999. Total equity decreased $1.5 million to $53.5 million at September 30, 1999
as compared to $55.0 million at March 31, 1999,  primarily due to a $1.4 million
increase in treasury stock, a $754,000  increase in the after-tax net unrealized
loss on  securities  available  for sale and the  payment of cash  dividends  of
$706,000,  partially  offset by net  income of $1.3  million  for the six months
ended September 30, 1999.


Results of Operations

         General.  The Company  reported  net income of $627,000 for the quarter
ended  September 30, 1999, as compared to net income of $666,000 for the quarter
ended  September  30,  1998.  The  results for the  current  quarter  reflect an
increase  in  non-interest  expenses  of  $580,000,  substantially  offset by an
increase  in net  interest  income of  $389,000,  a  decrease  of $45,000 in the
provision  for loan  losses and a $95,000  decrease in income tax  expense.  The
increase in non-interest  expenses for the current quarter included  $118,000 in
expenses  related  to  the  establishment  of a  real  estate  investment  trust
("REIT").


<PAGE>



         For the six  months  ended  September  30,  1999,  net  income was $1.3
million as compared to $1.4 million for the same period in 1998. The results for
the current six month  period  reflect a $1.2 million  increase in  non-interest
expenses,  substantially offset by a $686,000 increase in net interest income, a
$101,000  decrease in the provision  for loan losses and a $188,000  decrease in
income tax expense.  The increase in  non-interest  expenses for the current six
month period include  $225,000 in expenses  related to the  establishment of the
REIT.

         Net  Interest  Income.  Net  interest  income  for  the  quarter  ended
September 30, 1999 amounted to $2.6 million,  a $389,000  increase from the same
period in the prior year.  The interest  rate spread was 2.97% and 3.04% for the
quarters  ended  September  30, 1999 and 1998,  respectively.  The net  interest
margin for those periods was 3.54% and 3.42%, respectively.

         For the six months  ended  September  30,  1999,  net  interest  income
increased  $686,000 to $5.2  million as compared to the same period in the prior
year. The interest rate spread was 2.99% for the six months ended  September 30,
1999 as compared to 3.16% for the same period in the prior year.  For those same
periods, the net interest margin was 3.57% and 3.55%, respectively. The decrease
in the  interest  rate  spread is a result of the  general  decrease in interest
rates on loans and securities, and the increase in time deposits which represent
57.3% of average interest-bearing liabilities for the six months ended September
30, 1999 as compared  to 53.6% for the same period last year.  The low  interest
rates during the past year have caused many  homeowners  to  refinance  existing
home  mortgages  and has created  demand for loans to purchase  new homes.  Most
customers have opted for a fixed rate loan which is the Bank's primary  mortgage
product.  This  resulted in the overall  growth of the loan  portfolio  but this
growth  was at  lower  interest  rates  than the  existing  loan  portfolio.  In
addition,  the  low  interest  rates  resulted  in  accelerated  prepayments  of
mortgage-backed  securities. The cash flows from mortgage-backed securities were
also reinvested at lower rates than the existing securities portfolio.

         Interest  Income.  Interest  income totaled $4.9 million in the quarter
ended  September 30, 1999 as compared to $4.6 million for the same period in the
prior  year.  This  increase  is due to a  $35.3  million  increase  in  average
interest-earning assets to $292.4 million during the quarter ended September 30,
1999 as  compared  to $257.1  million  for the same  quarter in the prior  year,
partially  offset  by  a 35  basis  point  decrease  in  the  average  yield  on
interest-earning  assets  to 6.70%.  The  increase  in the  average  balance  of
interest-earning  assets  was due to  investment  of funds from  deposit  growth
during the past year and the Offering proceeds.

         For the six months ended September 30, 1999,  interest income increased
$650,000 or 7.1% to $9.8  million as compared to $9.1 million for the six months
ended  September  30, 1998.  Average  interest-earning  assets  increased  $37.0
million to $290.0 million from $253.0 million,  for the comparative periods. The
increase in  interest-earning  assets was  partially  offset by a 47 basis point
decrease in the average yield earned on total interest-earning assets to 6.71%.

         Loans.  Interest  income on loans  increased  $225,000  or 8.2% to $3.0
million for the current quarter as compared to $2.7 million for the same quarter
in 1998. This increase is due to a $23.4 million increase in the average balance
of loans to $157.6 million  partially offset by a 64 basis point decrease in the
yield earned to 7.45%.  The growth of the loan  portfolio is a result of the low
interest rate environment  during 1998 and the first half of 1999, which created
a strong  demand  for fixed  rate loans (the  Company's  primary  mortgage  loan
product). The low interest rates also created a strong market for home purchases
and the refinancing of existing mortgage loans in the Company's market area. The
new loan production and the  refinancing  activity were also the primary reasons
for the decrease in the yield earned on mortgage  loans since the rates on these
loans are lower than those of the existing  portfolio.  The recent  increases in
interest rates have caused loan demand to decrease.


<PAGE>



         Interest  income on loans  totaled $5.8  million  during the six months
ended  September  30, 1999 as  compared  to $5.5  million for the same period in
1998. The average balance of loans increased $20.5 million to $152.7 million and
the average yield earned decreased 64 basis points to 7.62%.

         Mortgage-Backed   Securities.   Interest   income  on   mortgage-backed
securities  amounted to $792,000  for the quarter  ended  September  30, 1999 as
compared  to  $811,000  for the  same  quarter  in 1998.  The  yield  earned  on
mortgage-backed securities decreased 54 basis points to 5.65% as compared to the
prior year. This decrease was partially offset by a $3.6 million increase in the
average  balance of  mortgage-backed  securities to $55.6 million as compared to
$51.9  million  for the  same  quarter  in 1998.  Many of these  mortgage-backed
securities  have rates that adjust  annually,  typically  based on Treasury bill
rates. As a result,  these securities  repriced to lower rates as interest rates
remained  low during  1998 and the first half of 1999.  In  addition,  principal
prepayments  resulted in the  acceleration  of the  amortization  of premiums on
these  securities.  This also reduced the yields  earned on the  mortgage-backed
securities portfolio.

         For the six  months  ended  September  30,  1999,  interest  income  on
mortgage-backed  securities amounted to $1.6 million as compared to $1.7 million
for the same  period in the prior  year.  The yield  earned  decreased  58 basis
points to 5.79% as compared to 6.37% in 1998.  The decrease in the yields earned
was partially  offset by a $3.9 million increase in the average balance to $56.6
million.

         Other Securities.  Interest on other securities  increased  $397,000 to
$627,000 for the quarter  ended  September  30, 1999 as compared to $230,000 for
the same  quarter in 1998.  The average  balance of other  securities  was $38.6
million for the quarter  ended  September  30, 1999 as compared to $14.4 million
for the same quarter in the prior year and the average yield earned increased 12
basis  points to 6.45%.  The  increase  in the  average  balance  was due to the
investment of funds from deposit growth and the Offering.

         Interest on other securities increased $660,000 to $1.1 million for the
six months ended  September 30, 1999 as compared to $457,000 for the same period
in 1998. The average  balance of other  securities was $35.3 million for the six
months ended September 30, 1999 as compared to $14.7 million for the same period
in the prior year and the  average  yield  earned  increased  9 basis  points to
6.30%.

         Federal  Funds.   Interest  on  Federal  funds  decreased  $216,000  to
$349,000,  reflecting a $15.6 million  decrease in the average  balance to $26.4
million and a 9 basis point decrease in the average yield earned to 5.25%.

         Interest on Federal funds decreased $303,000 to $756,000 during the six
months ended  September 30, 1999 as compared to $1.1 million for the same period
in 1998. This decrease is due to an $8.3 million decrease in the average balance
of Federal funds to $30.6  million and a 50 basis point  decrease in the average
yield  earned to 4.92%.  The  decrease in the average  balance of Federal  funds
reflects the Company's  ongoing  strategy to redeploy  short-term  liquid assets
into higher yielding loans and securities.

         Certificates of Deposit.  Interest income on certificates of deposit at
other  financial  institutions  amounted  to  $165,000  for  the  quarter  ended
September  30, 1999 as compared  to $174,000  for the same  quarter in the prior
year.  This  decrease  reflects a 34 basis point  decrease in the average  yield
earned to 5.64% partially offset by a $64,000 increase in the average balance to
$11.6  million for the 1999 quarter  from $11.5  million for the same quarter in
1998.

         For the six  months  ended  September  30,  1999,  interest  income  on
certificates of deposit at other financial  institutions amounted to $322,000 as
compared  to  $351,000  for the same  period in 1998.  The  decrease in interest
earned is due to a $78,000  decrease in the average balance to $11.5 million and
a 46 basis point decrease in the yield earned to 5.59%.

<PAGE>



         Interest Expense.  Interest expense for the quarter ended September 30,
1999 totaled $2.3 million,  virtually unchanged from the quarter ended September
30, 1998. The average balance of  interest-bearing  liabilities  increased $15.1
million to $247.9  million for the quarter ended  September 30, 1999 from $232.8
million  for the same  quarter in the prior year and the  average  cost of these
liabilities  decreased  27 basis  points to 3.74%.  The  increase in the average
balance is due primarily to an $18.6 million  increase in the average balance of
time  deposits to $142.9  million  from $124.3  million in the prior year.  This
deposit growth reflects the opening of the Bank's New City supermarket branch in
December 1998 and the Greenwich branch in September 1999.

         For the six months ended September 30, 1999,  interest  expense totaled
$4.6 million,  virtually  unchanged from the  corresponding  period in the prior
year. The average balance of interest-bearing liabilities for these same periods
increased $16.4 million and the average cost of these  liabilities  decreased 30
basis points to 3.73%.

         Interest on time deposits  totaled $1.8 million for the current quarter
as  compared  to $1.7  million for the same  quarter in 1999.  This  increase is
primarily a result of an $18.6 million or 15.0% increase in the average  balance
of time deposits to $142.9  million for the quarter ended  September 30, 1999 as
compared to the same  quarter in 1998.  The  increase in the average  balance of
time  deposits  was  substantially  offset by a 45 basis  point  decrease in the
average  cost to  4.91%.  Total  interest  expense  on  other  deposit  accounts
(passbook,  club,  money market and NOW  accounts)  amounted to $555,000 for the
quarter ended September 30, 1999 as compared to $636,000 for the same quarter in
the prior year. The average balance of these accounts was $102.9 million for the
1999 quarter as compared to $102.5 million for the same quarter in 1998, and the
overall average rate was 2.14% and 2.46% for the respective periods.

         For the six months ended September 30, 1999,  interest on time deposits
totaled  $3.5  million as compared to $3.3 million for the same quarter in 1998.
This increase is primarily a result of an $18.0 million  increase in the average
balance of time deposits to $140.2 million as compared to $122.2 million for the
same period in 1998.  The increase in the average  balance of time  deposits was
substantially  offset by a 46 basis point decrease in the average cost to 4.92%.
Total interest expense on other deposit accounts  (passbook,  club, money market
and NOW  accounts)  amounted to $1.1 million for the six months ended  September
30, 1999 as compared to $1.3 million for the same period in the prior year.  The
average  balance of these  accounts  was $102.5  million  for the 1999 period as
compared to $101.9 million for the same period in 1998, and the overall  average
rate was 2.13% and 2.48% for the respective periods.

         Provision  for Loan Losses.  The  provision for loan losses was $25,000
for the quarter ended  September 30, 1999 as compared to $70,000 for the quarter
ended  September 30, 1998. For the six months ended September 30, 1999 and 1998,
the  provision for loan losses  amounted to $50,000 and $151,000,  respectively.
The  reduced  provision  for loan losses is deemed  appropriate  in light of the
Company's improved asset quality compared to prior periods. Non-performing loans
amounted to $759,000 or 0.46% of total loans at September  30, 1999, as compared
to $1.1  million or 0.75% of total loans at March 31,  1999 and $1.0  million or
0.76% of total  loans at  September  30,  1998.  The  allowance  for loan losses
amounted to $1.1  million at both  September  30, 1999 and March 31,  1999.  The
Company had no  charge-offs  or recoveries  for the quarter and six months ended
September 30, 1999, as compared to  charge-offs  of $73,000 for both the quarter
and six months ended September 30, 1998.

         In  determining   the  adequacy  of  the  allowance  for  loan  losses,
management   considers   historical   loan   loss   experience,   the  level  of
non-performing  loans,  the  volume and type of lending  conducted  and  general
economic conditions in the Company's market area. Although the Company maintains
its  allowance  for loan losses at a level which it  considers to be adequate to
provide for probable  losses on existing  loans,  there can be no assurance that
such losses will not exceed the current estimated amounts.  As a result,  higher
provisions  for loan  losses may be  necessary  in future  periods  which  would
adversely affect operating results.


<PAGE>



         Non-Interest  Income.   Non-interest  income  consists  principally  of
service  charges on deposit  accounts,  late charges on loans and various  other
service fees.  Non-interest  income totaled $51,000 and $39,000 for the quarters
ended  September  30,  1999 and 1998,  respectively.  For the six  months  ended
September 30, 1999 and 1998,  non-interest  income totaled $181,000 and $89,000,
respectively.  Income for the 1999 six month period  included an $81,000 gain on
the sale of real estate owned.

         Non-Interest Expense. Non-interest expense totaled $1.7 million for the
quarter  ended  September  30, 1999 as compared to $1.1  million for the quarter
ended  September  30,  1998.  This  increase is due  primarily to an increase of
$58,000 in compensation and benefits to $796,000 for the quarter ended September
30, 1999 as compared to $738,000  for the quarter  ended  September  30, 1998; a
$144,000  increase  in  occupancy  costs to  $235,000;  a  $90,000  increase  in
advertising  and  promotion;  and a  $291,000  increase  in  other  non-interest
expenses.  The increase in compensation and benefits is due primarily to $49,000
in expense  recognized in the current quarter for the Company's  ESOP,  while no
expense was  recognized in the same quarter of the prior year.  The increases in
occupancy and equipment and  advertising and promotion are primarily a result of
the new branches in Greenwich, Connecticut and New City, New York. The Greenwich
branch  was  opened in  September  1999 and the New City  branch  was  opened in
December  1998.  Other  non-interest  expenses for the current  quarter  include
$118,000 for  professional  fees related to the  establishment  of the REIT. The
increase in other non-interest expenses was also due to additional costs related
to operations as a public  company and costs  incurred in  establishing  the new
branches.

          For the six months  ended  September  30, 1999,  non-interest  expense
totaled  $3.3 million as compared to $2.1 million for the same period last year.
This  increase was due  primarily  to a $251,000  increase in  compensation  and
benefits to $1.5  million;  a $280,000  increase in occupancy and  equipment;  a
$128,000 increase in advertising and promotion; and a $497,000 increase in other
non-interest  expenses. The increases in compensation and benefits are primarily
due to $97,000 in ESOP expense for the current six month period, increased costs
following the  Reorganization  and Offering,  staff  additions and normal salary
increases.  The  increases  in  occupancy  and  equipment  and  advertising  and
promotion are primarily due to the new branches. Other non-interest expenses for
the 1999 six month period include $225,000 for professional  fees related to the
establishment of the REIT.

         Income Taxes.  Income tax expense amounted to $291,000 and $386,000 for
the quarters ended September 30, 1999 and 1998, respectively.  The effective tax
rates for those periods were 31.7% and 36.7%,  respectively.  For the six months
ended September 30, 1999 and 1998,  income tax expense  amounted to $715,000 and
$903,000,  respectively,  and the  effective  tax rates  were  35.7% and  39.0%,
respectively.  The lower  effective  tax rates in the current  year  reflect the
implementation of the REIT.


Liquidity and Capital Resources

         The Company's primary sources of funds are deposits,  the proceeds from
principal and interest payments on loans and mortgage-backed securities, and the
proceeds  from  maturities  of  investments.   While  maturities  and  scheduled
amortization of loans and securities are a predictable source of funds,  deposit
flows and mortgage prepayments are greatly influenced by general interest rates,
economic conditions and competition.

         The Bank is required to  maintain  an average  daily  balance of liquid
assets as a percentage of net  withdrawable  deposit  accounts  plus  short-term
borrowings  as defined by the  regulations  of the Office of Thrift  Supervision
("OTS").  The minimum required liquidity ratio is currently 5%. At September 30,
1999, the Bank's liquidity ratio under OTS regulations was approximately 32%.

         The primary investing  activities of the Company are the origination of
loans and the  purchase of  securities.  For the  quarter  and six months  ended
September 30, 1999 and for the year ended March 31, 1999,


<PAGE>


the Company  originated  loans totaling  $14.4 million,  $29.9 million and $44.2
million,   respectively.    The   Company   purchased   securities,    including
mortgage-backed  securities,  totaling  $6.8  million and $19.2  million for the
quarter and six months ended September 30, 1999,  respectively and $47.3 million
for the year ended March 31, 1999.

         Liquidity  management  for the  Company  is both a daily and  long-term
process which is part of the Company's overall management strategy. Excess funds
are  generally  invested in  short-term  investments  such as Federal  funds and
certificates  of deposit.  In the event that the Bank should require  additional
sources of funds,  it could  borrow from the Federal  Home Loan Bank of New York
under an available line of credit.

         At September 30, 1999, the Company had outstanding  loan commitments of
$23.2  million.  The  Company  anticipates  that it will have  sufficient  funds
available  to meet its current  loan  commitments.  Time  deposits  scheduled to
mature in one year or less from  September  30, 1999,  totaled  $107.3  million.
Management believes that a significant portion of such deposits will remain with
the Company.

         The  Bank  is  subject  to  certain  minimum  leverage,   tangible  and
risk-based  capital  requirements  established  by regulations of the OTS. These
regulations   require  savings   associations  to  meet  three  minimum  capital
standards:  a tangible  capital  ratio  requirement  of 1.5% of total  assets as
adjusted under the OTS regulations; a leverage ratio requirement of 4.0% of core
capital  to  such  adjusted  total  assets;   and  a  risk-based  capital  ratio
requirement  of 8.0% of core  and  supplementary  capital  to  total  risk-based
assets.  The OTS prompt corrective action regulations impose a 4.0% core capital
requirement for categorization as an "adequately  capitalized" thrift and a 5.0%
core capital  requirement for categorization as a "well capitalized"  thrift. In
determining  the amount of  risk-weighted  assets for purposes of the risk-based
capital requirement, a savings association must compute its risk-based assets by
multiplying  its assets and certain  off-balance  sheet  items by  risk-weights,
which  range  from 0% for cash  and  obligations  issued  by the  United  States
Government  or its  agencies  to 100% for  consumer  and  commercial  loans,  as
assigned  by the OTS  capital  regulation  based on the risks OTS  believes  are
inherent in the type of assets.  At September 30, 1999, the Bank exceeded all of
the  OTS  minimum  regulatory  capital  requirements,  and was  classified  as a
well-capitalized institution for regulatory purposes.

         The  following  table sets forth the  capital  position  of the Bank as
calculated at September 30, 1999.  The Bank's capital level reflects the receipt
of $9.0 million  from Sound  Federal  Bancorp for the Bank's  issuance of common
stock,  equal to approximately 50% of the net proceeds received in the Offering.
Accordingly,  the actual  capital  amounts  and  ratios  set forth  below do not
include additional capital retained by Sound Federal Bancorp.



<TABLE>
<CAPTION>
                                                                              OTS Requirements
                                                                    ------------------------------------------
                                                                    Minimum Capital          Classification as
                                            Bank Actual                Adequacy              Well Capitalized
                                        --------------------      --------------------      -------------------
                                         Amount       Ratio        Amount       Ratio        Amount     Ratio
                                         ------       -----        ------       -----        ------     -----
                                                                 (Dollars in thousands)
September 30, 1999
<S>                                   <C>              <C>       <C>              <C>     <C>            <C>
Tangible capital....................  $   44,774       14.3%     $   4,688        1.5%
Tier I (core) capital...............      44,774        14.3        12,501        4.0     $   15,626     5.0%
Risk-based capital:
   Tier I...........................      44,774        36.3                                   7,410     6.0
   Total............................      45,850       37.1          9,880        8.0         12,350     10.0

Tangible capital....................  $   43,551       14.8%     $   4,439        1.5%
Tier I (core) capital...............      43,551       14.8          8,878        3.0     $   14,796     5.0%
Risk-based capital:
   Tier I...........................      43,551       38.3                                    6,820     6.0
   Total............................      44,577       39.2          9,094        8.0         11,367     10.0
</TABLE>

<PAGE>


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

         The  Company's  most  significant  form of market risk is interest rate
risk, as the majority of the Company's  assets and  liabilities are sensitive to
changes in interest rates. The Company's assets consist  primarily of fixed rate
mortgage  loans,  which have longer  maturities  than the Company's  liabilities
which  consist  primarily of deposits.  The Company's  mortgage loan  portfolio,
consisting  primarily of loans secured by residential  real property  located in
Westchester  County, is also subject to risks associated with the local economy.
The Company does not own any trading assets.  At September 30, 1999, the Company
did not have any hedging  transactions in place, such as interest rate swaps and
caps. The Company's  interest rate risk management  program focuses primarily on
evaluating and managing the composition of the Company's  assets and liabilities
in the context of various interest rate scenarios.  Factors beyond  management's
control,  such as market interest rates and competition,  also have an impact on
interest income and interest expense.

         During the quarter ended September 30, 1999,  there were no significant
changes in the Company's assessment of market risk.



<PAGE>


Part II--OTHER INFORMATION

Item 1.  Legal Proceedings

         The Company is not involved in any pending legal proceedings other than
routine legal  proceedings  occurring in the ordinary  course of business.  Such
routine  legal  proceedings  in the  aggregate  are believed by management to be
immaterial to the Company's financial condition and results of operations.


Item 2.  Changes in Securities and Use of Proceeds

         None

Item 3.  Defaults upon Senior Securities

         None

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

         The Company held its Annual Meeting of  Stockholders  on July 14, 1999.
The purpose of the meeting was the  election of three  directors  of the Company
and the  ratification of the appointment of KPMG LLP as auditors for the Company
for the fiscal  year  ending  March 31,  2000.  The results of the votes were as
follows:

         Proposal 1 - Election of Directors

                                          For              Withheld
                                    --------------      ----------------
            Bruno J. Gioffre           4,744,725            70,221
            Richard P. McStravick      4,750,025            64,921
            James Staudt               4,747,125            67,821



         Proposal 2 - Ratification of Appointment of KPMG LLP

                        For              Against               Abstain
                   -------------       -----------           ------------
                     4,795,040            7,181                12,725

Item 5.  Other Information

         None.


Item 6.  Exhibits and Reports on Form 8-K

                           (a)      Exhibit 27--Financial Data schedule*

                           (b)      Reports on Form 8-K

                                    None


                           *   Submitted only with filing in electronic format.


<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.






                                        Sound Federal Bancorp
                                        ----------------------------------------
                                        (Registrant)





                                By:      /s/ Anthony J. Fabiano
                                         ---------------------------------------
                                         Anthony J. Fabiano
                                         Duly Authorized and Chief Financial and
                                         Accounting Officer
November 10, 1999