<page> 1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB/A
 (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, 2002

                                       or

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

  For the transition period from __________________ to _________________

                         Commission File Number 0-49711

                          NEW ENGLAND BANCSHARES, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

 United States                                                  04-3693643
--------------------------------------------------------------------------------
 (State or other jurisdiction of incorporation               (I.R.S. Employer
 or organization)                                            Identification No.)

 660 Enfield Street, Enfield, Connecticut                                 06082
--------------------------------------------------------------------------------
 (Address of principal executive offices)                             (Zip Code)

                                 (860) 253-5200
--------------------------------------------------------------------------------
                (Issuer's telephone number, including area code)

                                 Not Applicable
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

      The Issuer had 2,049,875 shares of common stock, par value $0.01 per
share, outstanding as of November 13, 2002.

      Transitional Small Business Disclosure Format (Check one): Yes     No  X
                                                                    ----   -----


<page> 2



                          NEW ENGLAND BANCSHARES, INC.
                                   FORM 10-QSB

                                      INDEX

                                                                            Page
                                                                            ----
PART I.     FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

         Condensed Consolidated Balance Sheets at September 30, 2002
         and March 31, 2002 (unaudited) ..................................     3

         Condensed Consolidated Statements of Income for the Three Months
         and Six Months Ended September 30, 2002 and 2001 (unaudited).....     4

         Condensed Consolidated Statements of Cash Flows for the
         Six Months Ended September 30, 2002 and 2001 (unaudited).........     5

         Notes to Condensed Consolidated Financial Statements
         (unaudited)......................................................     6

PART II:    OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.................................    10

SIGNATURES................................................................    11

CERTIFICATIONS............................................................    12


<page> 3



      The Registrant  hereby amends its quarterly  report on Form 10-QSB for the
period  ended  September  30,  2002,  which was filed  with the  Securities  and
Exchange  Commission on November 14, 2002, to correct the loan  originations and
principal collections,  net, line item in its Condensed Consolidated  Statements
of Cash Flows.














                                       2

<page> 4
<table>
<caption>


                                   PART I. FINANCIAL INFORMATION

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

                                      NEW ENGLAND BANCSHARES, INC.
                                CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                               SEPTEMBER 30,       MARCH 31,
(In thousands)                                                                     2002              2002
                                                                             -----------------   -------------
 ASSETS:                                                                                 (UNAUDITED)
 ------
 
                                                                             <c>                 <c>
 Cash and due from banks...............................................            $8,243              $6,376
 Interest-bearing demand deposits with other banks.....................               131                 159
 Federal funds sold....................................................             3,200               4,500
 Money Market mutual funds.............................................             2,087               1,437
                                                                             -------------       -------------
       Total cash and cash equivalents.................................            13,661              12,472
 Investments in available-for-sale securities (at fair value)..........            42,118              36,165
 Federal Home Loan Bank stock, at cost.................................               820                 820
 Loans, net of allowance for loan losses of $893 as of
    September 30, 2002 and $773 as of March 31, 2002...................            85,793              80,468
 Premises and equipment, net...........................................             2,464               1,631
 Accrued interest receivable...........................................               516                 395
 Deferred income taxes.................................................               308                 546
 Cash surrender value of life insurance................................             3,483               3,391
 Other assets..........................................................               446                 423
                                                                             -------------       -------------
       Total assets....................................................          $149,609            $136,311
                                                                             =============       =============
 LIABILITIES AND CAPITAL ACCOUNTS
 --------------------------------
 Deposits:
    Noninterest-bearing................................................            $4,337              $3,726
    Interest-bearing...................................................           114,777             111,272
                                                                             -------------       -------------
       Total deposits..................................................           119,114             114,998
    Advance payments by borrowers for taxes and insurance..............               225                 266
    Federal Home Loan Bank advances....................................             6,678               6,108
    Other liabilities..................................................               659                 587
                                                                             -------------       -------------
       Total liabilities...............................................           126,676             121,959

 Stockholders' Equity:
    Common stock, par value $.01 per share: 10,000,000 shares
       authorized 2,049,875 shares issued  ............................                20                  --
    Paid in capital....................................................             8,484                  --
    Retained earnings..................................................            14,901              14,460
    Accumulated other comprehensive income (loss)......................               266                (108)
    Unearned ESOP shares...............................................              (738)                 --
                                                                             -------------       -------------
       Total stockholders' equity......................................            22,933              14,352
                                                                             -------------       -------------
       Total liabilities and stockholders' equity......................          $149,609            $136,311
                                                                             =============       =============

      The accompanying notes are an integral part of these condensed consolidated financial statements.
</table>

                                                          3

<page> 5
<table>
<caption>

                                          NEW ENGLAND BANCSHARES, INC.
                                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                 FOR THE THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001

                                                           THREE MONTHS ENDED            SIX MONTHS ENDED
                                                              SEPTEMBER 30,                SEPTEMBER 30,
                                                       --------------------------   ---------------------------
(In thousands)                                            2002            2001         2002            2001
                                                       ----------     -----------   -----------    ------------
                                                               (UNAUDITED)                  (UNAUDITED)
 
                                                     <c>            <c>          <c>             <c>
 Interest and dividend income:
    Interest and fees on loans......................     $1,596         $1,424       $3,142          $2,795
    Interest and dividends on securities:
       Taxable .....................................        458            542          888           1,112
       Tax-exempt...................................         21             --           48              --
       Dividends on Federal Home Loan Bank stock....          7             11           15              24
    Interest on federal funds sold, interest-bearing
         deposits and money market mutual funds.....         40             48           91             149
                                                       --------       --------     --------        --------
             Total interest and dividend income.....      2,122          2,025        4,184           4,080
                                                       --------       --------     --------        --------
 Interest expense:
    Interest on deposits............................        781          1,096        1,611           2,243
    Interest on advanced payments by borrowers for
        taxes and insurance.......................            1              2            2               3
    Interest on Federal Home Loan Bank advances.....         69              4          133               4
                                                       --------       --------     --------        --------
       Total interest expense.......................        851          1,102        1,746           2,250
                                                       --------       --------     --------        --------
       Net interest and dividend income.............      1,271            923        2,438           1,830
 Provision for loan losses..........................         60             36          120              72
                                                       --------       --------     --------        --------
       Net interest and dividend income after
          provision for loan losses.................      1,211            887        2,318           1,758

 Noninterest income:
       Service charges on deposit accounts..........         55             42          107              78
       Gain on sales and calls of available-for-sale
            securities, net.........................          1              1           13              63
       Gain on sales of other real estate owned
            (net)...................................         --              7           --               1
       Increase in cash surrender value of life
            insurance
          Policies..................................         41             39           79              78
       Other income.................................          1              1            2               2
                                                       --------       --------     --------        --------
          Total noninterest income..................         98             90          201             222
                                                       --------       --------     --------        --------
 Noninterest expense:
       Salaries and employee benefits...............        597            432        1,087             874
       Occupancy and equipment expense..............        136            126          253             251
       Advertising and promotion....................         14             19           40              50
       Professional fees............................         62             29          102              66
       Data processing expense......................         43             40           83              88
       Stationery and supplies......................         21             12           38              35
       Other expense................................        143            110          267             212
                                                       --------       --------     --------        --------
          Total noninterest expense.................      1,016            768        1,870           1,576
                                                       --------       --------     --------        --------
          Income before income taxes................        293            209          649             404
       Income tax expense...........................         92             65          208             146
                                                       --------       --------     --------        --------
          Net income................................     $  201         $  144       $  441          $  258
                                                       ========       ========     ========        ========
    Basic and diluted earnings per share:                $ 0.10            N/A          N/A             N/A

      The accompanying notes are an integral part of these condensed consolidated financial statements.
</table>

                                                          4
<page> 6
<table>
<caption>


                          NEW ENGLAND BANCSHARES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                     SIX MONTHS ENDED
                                                             ---------------------------------
                                                              SEPTEMBER 30,    SEPTEMBER 30,
                                                                   2002            2001
                                                             ---------------  ----------------
 (in thousands)                                                (Unaudited)      (Unaudited)
 
                                                             <c>              <c>
 Cash flows from operating activities:
     Net income..........................................            $441             $258
     Adjustments to reconcile net income to net cash
       provided by operating activities:
          Amortization (accretion) of securities, net....              37             (18)
          Gain on sales and calls of available-for-sale
            securities, net..............................            (13)             (63)
          Provision for loan losses......................             120               72
          Decrease in deferred loan origination fees.....              --             (32)
          Depreciation and amortization..................             107              103
          Gain on sales of other real estate owned, net..              --              (1)
          (Increase) decrease in accrued interest
            receivable...................................           (121)               34
          Increase in cash surrender value life
            insurance policies...........................            (79)             (78)
          Increase in prepaid expenses and other assets..            (23)            (108)
          Increase in accrued expenses and other
            liabilities..................................              72               66
                                                              -----------      -----------

     Net cash provided by operating activities...........             541              233
                                                              -----------      -----------
 Cash flows from investing activities:
          Purchases of available-for-sale securities.....        (23,091)         (21,652)
          Proceeds from sales of available-for-sale
            securities...................................           4,708            7,258
          Proceeds from maturities of available-for-sale
            securities...................................          13,018            9,608
          Loan originations and principal collections,
            net..........................................         (5,445)          (9,369)
          Loan to ESOP...................................           (738)
          Capital expenditures - premises and equipment..           (940)            (278)
          Proceeds from sales of other real estate
            owned........................................              --              241
          Capital expenditures - other real estate owned.              --
          Investments in life insurance policies.........            (13)             (38)
                                                              -----------      -----------
          Net cash used in investing activities..........        (12,501)         (14,230)
                                                              -----------      -----------
 Cash flows from financing activities:
          Net increase in demand, NOW and savings
            accounts.....................................           2,685            2,697
          Net increase (decrease) in time deposits.......           1,431            (614)
          Net increase (decrease) in advanced payments
            by borrowers for taxes and insurance.........            (41)                4
          Proceeds from Federal Home Loan Bank long-term
              Advances...................................           1,000            1,500
          Principal payments on Federal Home Loan Bank
            long-term advances...........................           (430)               --
          Proceeds from sale of stock net of costs                  8,504               --
                                                              -----------      -----------
          Net cash provided by financing activities......          13,149            3,587
 Net increase (decrease) in cash and cash equivalents....           1,189         (10,410)
 Cash and cash equivalents at beginning of period........          12,472           17,759
                                                              -----------      -----------

 Cash and cash equivalents at end of period..............         $13,661           $7,349
                                                              ===========      ===========

 Supplemental disclosures:
          Interest paid..................................          $1,741           $2,245
          Income taxes paid..............................             468              117
          Loans transferred to other real estate owned...              --              124
          Loans originated from sales of other real
            estate owned.................................              --               52

      The accompanying notes are an integral part of these condensed consolidated financial statements.
</table>

                                                     5

<page> 7




                          NEW ENGLAND BANCSHARES, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

NOTE 1 --Organization

      New England  Bancshares,  Inc. (the  "Company")  is a federal  corporation
formed on June 4, 2002 for the purpose of  acquiring  all of the common stock of
Enfield Federal Savings and Loan Association (the "Association") concurrent with
its  reorganization  from a mutual  savings  institution  to the mutual  holding
company form of  organization.  The  reorganization  was  consummated on June 4,
2002. In connection with the reorganization,  the Company sold 922,444 shares of
its common stock, par value $0.01 per share, in a subscription offering and sold
1,127,431  shares to Enfield Mutual Holding Company raising  approximately  $8.5
million,  net of  costs.  Approximately  $6.8  million  of those  proceeds  were
contributed to the Association.

      The  Association,  a  federally  chartered  savings  and loan  association
headquartered in Enfield, Connecticut, operates from its six full-service branch
offices in Enfield,  Manchester,  Windsor Locks and Suffield,  Connecticut.  The
Association  provides  banking  products and services to  individuals  and small
businesses,  including residential and commercial  mortgages,  commercial loans,
consumer loans, and a variety of deposit instruments.

NOTE 2 - Basis of Presentation

      The accompanying  unaudited condensed  consolidated  financial  statements
have been prepared in accordance with accounting  principles  generally accepted
in the  United  States of  America  for  interim  financial  statements  and the
instructions  to  Form  10-QSB,  and  accordingly  do  not  include  all  of the
information and footnotes required by accounting  principles  generally accepted
in the United  States of  America  for  complete  financial  statements.  In the
opinion  of  management,   the  accompanying  unaudited  consolidated  financial
statements  reflect  all  adjustments  necessary,   consisting  of  only  normal
recurring  accruals,  to  present  fairly  the  financial  position,  results of
operations and cash flows of the Company for the periods presented. In preparing
the interim financial  statements,  management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities as of the
date of the balance  sheet and  revenues  and  expenses  for the period.  Actual
results could differ significantly from those estimates.  The interim results of
operations  are  not  necessarily  indicative  of the  operating  results  to be
expected for the year ending March 31, 2003.

      While management  believes that the disclosures  presented are adequate so
as not to make the information misleading,  it is suggested that these condensed
consolidated  financial  statements  be read in  conjunction  with the financial
statements  and notes  included in the Company's  Form 10-KSB for the year ended
March 31, 2002.

      The condensed  consolidated balance sheet as of March 31, 2002 was derived
from the  audited  financial  statements  of Enfield  Federal  Savings  and Loan
Association,  but does not include all the  disclosures  required by  accounting
principals generally accepted in the United States.


                                       6


<page> 8



NOTE 3 - Earnings Per Share

      When  presented,  basic EPS is computed by dividing  income  available  to
common stockholders by the weighted-average  number of common shares outstanding
for the period.  Diluted EPS reflects the potential dilution that could occur if
securities or other  contracts to issue common stock were exercised or converted
into common  stock or resulted in the  issuance of common stock that then shared
in the earnings of the entity. There were no dilutive securities for the quarter
ended September 30, 2002.  Because the formation of the Company was completed on
June 4, 2002, per share  earnings data is not  meaningful for prior  comparative
periods and is therefore not presented.

NOTE 4 - Recent Accounting Pronouncements

      FASB issued SFAS No. 140,  "Accounting  for  Transfers  and  Servicing  of
Financial Assets and  Extinguishments  of Liabilities."  This Statement replaced
SFAS No. 125,  "Accounting  for Transfers and Servicing of Financial  Assets and
Extinguishments  of Liabilities" and rescinded SFAS Statement No. 127, "Deferral
of the Effective Date of Certain Provisions of FASB Statement No. 125." SFAS No.
140 provides  accounting and reporting  standards for transfers and servicing of
financial assets and  extinguishments  of liabilities.  This Statement  provides
consistent  standards for distinguishing  transfers of financial assets that are
sales from  transfers that are secured  borrowings.  This Statement is effective
for  transfers  and  servicing  of  financial  assets  and   extinguishments  of
liabilities  occurring after March 31, 2001; however, the disclosure  provisions
are effective for fiscal years ending after  December 15, 2000.  The adoption of
this  Statement  did not  have a  material  impact  on the  Company's  financial
position or results of operations.

      In June 2001, the FASB issued SFAS No. 141, "Business  Combinations." This
statement addresses financial accounting and reporting for business combinations
and supercedes  APB Opinion No. 16,  "Business  Combinations,"  and SFAS No. 38,
"Accounting for Preacquisition  Contingencies of Purchased  Enterprises."  Under
Opinion 16, business  combinations  were accounted for using one of two methods,
the   pooling-of-interests   method  or  the  purchase   method.   All  business
combinations  in the  scope of SFAS No.  141 are to be  accounted  for using the
purchase  method.  The  provisions  of  SFAS  No.  141  apply  to  all  business
combinations  initiated  after June 30,  2001 and to all  business  combinations
accounted  for using the purchase  method for which the date of  acquisition  is
July 1, 2001, or later.

      The  adoption  of SFAS No.  141 did not have any  effect on the  Company's
consolidated  financial statements since it had no pending business combinations
as of June 30,  2001 or as of the  date of the  issuance  of these  consolidated
financial  statements.  If the Company consummates business  combinations in the
future,  any  such  combinations  that  would  have  been  accounted  for by the
pooling-of-interests  method under  Opinion 16 will be  accounted  for under the
purchase method and the difference in accounting could have a substantial impact
on the Company's consolidated financial statements.


                                       7


<page> 9



      In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets."  This  Statement  addresses  financial  accounting  and  reporting  for
required goodwill and other intangible assets and supercedes APB Opinion No. 17,
"Intangible Assets." The initial recognition and measurement  provisions of SFAS
No. 142 apply to  intangible  assets that are  defined as assets (not  including
financial assets) that lack physical substance.  The term "intangible assets" is
used in SFAS No. 142 to refer to  intangible  assets  other than  goodwill.  The
accounting  for a recognized  intangible  asset is based on its useful life.  An
intangible  asset with a finite  useful life is amortized;  an intangible  asset
with an indefinite  useful life is not  amortized.  An intangible  asset that is
subject to amortization shall be reviewed for impairment in accordance with SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."

      SFAS No. 142 provides  that goodwill  shall not be amortized.  Goodwill is
defined  as the  excess of the cost of an  acquired  entity  over the net of the
amounts  assigned  to assets  acquired  and  liabilities  assumed.  SFAS No. 142
further  provides  that  goodwill  shall be tested for  impairment at a level of
reporting  referred to as a reporting  unit.  Impairment is the  condition  that
exists when the carrying amount of goodwill exceeds its implied fair value.

      SFAS No. 142 is effective as follows:

      All of the  provisions  of SFAS No. 142 shall be  applied in fiscal  years
beginning  after  December  15,  2001  to all  goodwill  and  intangible  assets
recognized  in an entity's  statement of financial  position at the beginning of
that fiscal year,  regardless of when those  previously  recognized  assets were
initially recognized.

      The  adoption  of SFAS No.  142 did not have any  material  effect  on its
consolidated financial statements.

      In October  2002,  the FASB issued SFAS No. 147  "Acquisitions  of Certain
Financial  Institutions",  an  Amendment  of  SFAS  Nos.  72 and  144  and  FASB
Interpretation  No. 9. SFAS No.  72  "Accounting  for  Certain  Acquisitions  of
Banking or Thrift  Institutions"  and FASB  Interpretation  No. 9 "Applying  APB
Opinions  No.  16 and 17  When a  Savings  and  Loan  Association  or a  Similar
Institution Is Acquired in a Business Combination  Accounted for by the Purchase
Method" provided interpretive guidance on the application of the purchase method
to acquisitions of financial  institutions.  Except for transactions between two
or more mutual  enterprises,  FASB  Statement  No. 147 removes  acquisitions  of
financial  institutions from the scope of both Statement 72 and Interpretation 9
and requires that those  transactions  be accounted for in accordance  with FASB
Statements  No. 141  "Business  Combinations"  and No. 142  "Goodwill  and Other
Intangible  Assets."  Thus,  the  requirement  in paragraph 5 of Statement 72 to
recognize  (and  subsequently   amortize)  any  excess  of  the  fair  value  of
liabilities assumed over the fair value of tangible and identifiable  intangible
assets  acquired  as an  unidentifiable  intangible  asset no longer  applies to
acquisitions  within the scope of FASB  Statement  No.  147. In  addition,  FASB
Statement No. 147 amends FASB Statement No. 144  "Accounting  for the Impairment
or  Disposal  of   Long-Lived   Assets"  to  include  in  its  scope   long-term
customer-relationship  intangible  assets  of  financial  institutions  such  as
depositor- and  borrower-relationship  intangible  assets and credit  cardholder
intangible assets. Consequently, those intangible assets are subject to the same
undiscounted cash flow recoverability test and


                                       8


<page> 10



impairment loss  recognition and measurement  provisions that FASB Statement No.
144 requires for other long-lived assets that are held and used.

      Paragraph 5 of FASB Statement No. 147, which relates to the application of
the purchase method of accounting,  is effective for  acquisitions for which the
date of  acquisition is on or after October 1, 2002. The provisions in paragraph
6 related to  accounting  for the  impairment  or disposal of certain  long-term
customer-relationship  intangible  assets  are  effective  on  October  1, 2002.
Transition provisions for previously recognized unidentifiable intangible assets
in paragraphs  8-14 are effective on October 1, 2002,  with earlier  application
permitted. The Company does not expect that there will be any substantial impact
on  the  Company's   consolidated  financial  statements  on  adoption  of  this
Statement.

NOTE  5.   Certain   information   previously   reported  was  reclassified  for
presentation in this report. These changes do not affect the overall results.

(amounts in thousands)
Three months ended June 30,                         2002              2001
     Service charges on deposit accounts
               As originally reported              $  3              $  2
               Restated                              52                36
     Other Income
               As originally reported                50                35
               Restated                               1                 1





                                        9

<page> 11



                           PART II. OTHER INFORMATION

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

              (a)   Exhibits

                    2.1      Amended Plan of Reorganization From Mutual Savings
                             and Loan Association to Mutual Holding Company and
                             Stock Issuance (including the proposed Federal
                             Charters and Bylaws of Enfield Federal Savings and
                             Loan Association, New England Bancshares, Inc. and
                             Enfield Mutual Holding Company)*
                    3.1      Charter of New England Bancshares, Inc. (Included
                             in Exhibit 2.1)*
                    3.2      Bylaws of New England Bancshares, Inc. (Included
                             in Exhibit 2.1)*
                    4.1      Specimen stock certificate of New England
                             Bancshares, Inc.*
                    99.1     Certification of Chief Executive and Chief
                             Financial Officer

                    -----------------------------
                    *  Incorporated by reference into this document from New
                       England Bancshares, Inc.'s Form SB-2, Registration
                       Statement filed under the Securities Act of 1933,
                       Registration No. 333-63271

             (b)   Reports on Form 8-K

                       Not Applicable.



                                       10

<page> 12


                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.


                                    NEW ENGLAND BANCSHARES, INC.


Dated: December 6, 2002             By: /s/ David J. O'Connor
                                        -------------------------------------
                                        David J. O'Connor
                                        President, Chief Executive Officer,
                                        Chief Financial Officer and Director
                                        (principal executive, financial
                                        and accounting officer)



                                       11

<page> 13



                                  CERTIFICATION

I, David J. O'Connor, certify, that:

      1.    I have reviewed this quarterly report on Form 10-QSB/A of New
            England Bancshares, Inc.;

      2.    Based on my knowledge, this quarterly report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this quarterly report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the registrant as of, and for, the periods presented
            in this quarterly report;

      4.    The registrant's other certifying officers and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
            and we have:

            a.    designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

            b.    evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

            c.    presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

      5.    The registrant's other certifying officers and I have disclosed,
            based on our most recent evaluation, to the registrant's auditors
            and the audit committee of registrant's board of directors (or
            persons performing the equivalent function):

            a.    all significant deficiencies in the design or operation of the
                  internal controls which could adversely affect the
                  registrant's ability to record process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

            b.    any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

      6.    The registrant's other certifying officers and I have indicated in
            this quarterly report whether or not there were significant changes
            in internal controls or in other factors that could significantly
            affect the internal controls subsequent to the date of our most
            recent evaluation, including any corrective actions with regard to
            significant deficiencies and material weaknesses.



Date:  December 6, 2002             /s/ David J. O'Connor
                                    -------------------------------------------
                                    David J. O'Connor
                                    President and Chief Executive Officer
                                    (principal executive and financial officer)




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