UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------
                                    FORM 10-Q


[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the fiscal quarter ended June 30, 1998.

[ ]  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 0-14599


              PLMTRANSPORTATION EQUIPMENT PARTNERS VIIC 1985 INCOME
               FUND (Exact name of registrant as specified in its
                                    charter)


California                                                 94-2946248
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

One Market, Steuart Street Tower,
Suite 800, San Francisco, CA                                 94105-1301
(Address of principal                                        (Zip Code)
executive offices)


       Registrant's telephone number, including area code: (415) 974-1399
                        ---------------------------------

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



<PAGE>



           PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC 1985 INCOME FUND
                             (A Limited Partnership)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>


                                                                           June 30,             December 31,
                                                                            1998                   1997
                                                                       --------------------------------------
<S>                                                                     <C>                     <C>           
Assets


Equipment held for operating lease, at cost                             $      677,367          $    1,295,164
Less accumulated depreciation                                                 (675,732)             (1,291,640)
                                                                      -------------------------------------------
    Net equipment                                                                1,635                   3,524

Cash and cash equivalents                                                      567,765                 191,228
Accounts receivable, net of allowance for doubtful accounts of
      $2,776 in 1998 and $3,227 in 1997                                          9,292                  25,630
Prepaid insurance                                                                  205                     913
                                                                      -------------------------------------------

      Total assets                                                      $      578,897          $      221,295
                                                                      ===========================================


Liabilities and partners' capital


Liabilities:
Accounts payable and accrued expenses                                   $        6,839          $        9,928
Due to affiliates                                                                   --                   7,026
  Total liabilities                                                              6,839                  16,954

Partners' capital:
Limited partners (33,727 units)                                                572,058                 204,341
General Partner                                                                     --                      --
                                                                      -------------------------------------------
  Total partners' capital                                                      572,058                 204,341
                                                                      -------------------------------------------

      Total liabilities and partners' capital                           $      578,897          $      221,295
                                                                      ===========================================


</TABLE>





                       See accompanying notes to financial
                                  statements.



<PAGE>



           PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC 1985 INCOME FUND
                             (A Limited Partnership)
                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>

                                                             For the Three Months              For the Six Months
                                                                Ended June 30,                   Ended June 30,

                                                             1998              1997             1998             1997
                                                        -------------------------------------------------------------------
<S>                                                       <C>              <C>               <C>              <C>       
Revenues:

Lease revenue                                             $   21,363       $    54,668       $   52,079       $  126,863
Interest income                                                4,062             4,846            6,699            9,164
Net gain on disposition of equipment                          99,477           211,449          158,094          252,407
                                                        -------------------------------------------------------------------
    Total revenues                                           124,902           270,963          216,872          388,434
                                                        -------------------------------------------------------------------

Expenses:

Depreciation                                                     982            35,994            1,091           91,076
Management fees to affiliate                                      --            21,079           21,079           42,159
Repairs and maintenance                                        7,027            14,160           11,636           28,986
General and administrative
      expenses to affiliates                                   7,113            14,743           16,141           38,049
Other general and administrative expenses                      9,779            18,322           17,326           32,492
                                                        -------------------------------------------------------------------
    Total expenses                                            24,901           104,298           67,273          232,762
                                                        -------------------------------------------------------------------

Equity in net income of unconsolidated
      special-purpose entities                               412,153            12,154          439,349           25,110
                                                        -------------------------------------------------------------------

Net income                                                $  512,154       $   178,819       $  588,948       $  180,782
                                                        ===================================================================

Partners' share of net income:

Limited partners                                          $  511,353       $   177,031       $  586,735       $  178,974
General Partner                                                  801             1,788            2,213            1,808
                                                                                       ------
                                                        ---------------------------------  --------------------------------
Total                                                     $  512,154       $   178,819       $  588,948       $  180,782
                                                        ===================================================================

Net income per weighted-average limited
      partnership unit (33,727 units)                     $    15.16       $      5.25       $    17.40       $     5.31
                                                        ===================================================================

Cash distributions                                        $       --       $        --       $       --       $   75,660
                                                        ===================================================================

Cash distributions per weighted-average
      limited partnership unit                            $       --       $        --       $       --       $     2.22
                                                        ===================================================================

Special cash distributions                                $   80,001       $   170,334       $  221,231       $  270,334
                                                        ===================================================================

Special cash distributions per weighted-average
      limited partnership unit                            $     2.35       $      5.00       $     6.49       $     7.94
                                                        ===================================================================

Total cash distributions per weighted-average
      limited partnership units                           $     2.35       $      5.00       $     6.49       $    10.16
                                                        ===================================================================
</TABLE>


                       See accompanying notes to financial
                                  statements.


<PAGE>



             PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC INCOME FUND
                             (A Limited Partnership)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                For the period from December 31, 1996 to June 30,
                                      1998

<TABLE>
<CAPTION>


                                                         Limited                 General
                                                         Partners                Partner                 Total
                                                     ---------------------------------------------------------------

<S>                                                    <C>                       <C>                    <C>           
Partners' capital (deficit) as of
      December 31, 1996                                $     913,500             $  (140,776)           $      772,724

Net income                                                   193,401                 149,893                   343,294

Cash distributions                                           (74,903)                   (757)                  (75,660)

Special distributions                                       (827,657)                 (8,360)                 (836,017)
                                                     --------------------------------------------------------------------

  Partners' capital as of December 31, 1997                  204,341                      --                   204,341

Net income                                                   586,735                   2,213                   588,948

Special distributions                                       (219,018)                 (2,213)                 (221,231)
                                                     --------------------------------------------------------------------

  Partners' capital as of June 30, 1998                $     572,058             $        --            $      572,058
                                                     ====================================================================


</TABLE>
























                       See accompanying notes to financial
                                  statements.


<PAGE>




           PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC 1985 INCOME FUND
                             (A Limited Partnership)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                For the Six Months
                                                                                  Ended June 30,

                                                                            1998                  1997
                                                                       -----------------------------------------
<S>                                                                     <C>                    <C>         
Operating activities
Net income                                                              $   588,948            $    180,782
Adjustment to reconcile net income to net cash
     provided by (used in) operating activities:
  Depreciation                                                                1,091                  91,076
  Net gain on disposition of equipment                                     (158,094)               (252,407)
  Equity in net income from unconsolidated special-purpose
      entity                                                               (439,349)                (25,110)
  Changes in operating assets and liabilities
    Accounts receivable, net                                                 15,954                  18,918
    Prepaid insurance                                                           708                   2,367
    Accounts payable and accrued expenses                                    (3,089)                 (4,323)
    Due to affiliates                                                        (7,026)                     --
Net cash provided by (used in) operating activities                            (857)                 11,303

Investing activities
Payment for capitalized repairs                                                  --                  (1,435)
Proceeds from disposition of equipment                                      159,276                  79,100
Liquidation distributions from unconsolidated
  special-purpose entities                                                  417,820                      --
Distributions from unconsolidated special-purpose entity                     21,529                 316,709
Net cash provided by investing activities                                   598,625                 394,374

Financing activities
Cash distributions paid to limited partners                                      --                 (74,903)
Cash distributions paid to General Partner                                       --                    (757)
Special distributions paid to limited partners                             (219,018)               (267,631)
Special distributions paid to General Partner                                (2,213)                 (2,703)
Net cash used in financing activities                                      (221,231)               (345,994)

Net increase in cash and cash equivalents                                   376,537                  59,683
Cash and cash equivalents at beginning of period                            191,228                 416,360
                                                                      ----------------------------------------
Cash and cash equivalents at end of period                              $   567,765            $    476,043
                                                                      ========================================

Supplemental information
Sale proceeds included in accounts receivable                           $     2,616            $         --
                                                                      ========================================
</TABLE>










                       See accompanying notes to financial
                                  statements.


<PAGE>




           PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC 1985 INCOME FUND
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1998

1.   Liquidation and Special Distributions

     With  the  disposal  of  the  majority  of  the  equipment  portfolio,  the
     Partnership's remaining assets were transferred into a liquidating trust on
     July 1,  1998.  The sole  Beneficiaries  of the  liquidating  trust are the
     limited  partners and the General Partner.  The Trustees,  as designated by
     the General Partner, are three officers of the General Partner. The amounts
     reflected as assets and  liabilities of the Trust have not been adjusted to
     reflect  liquidation values. The equipment portfolio that is actively being
     marketed for sale by the  Trustees  continues to be carried at the lower of
     depreciated  cost or fair value less estimated  cost of disposal.  Although
     the Trustees estimate that there will be distributions to the Beneficiaries
     after final disposal of assets and settlement of  liabilities,  the amounts
     cannot  be  determined  prior to actual  disposal  of the  equipment.  Cash
     receipts (including proceeds from the sale of assets) in excess of expected
     obligations   and   reasonable   reserves  will  be   distributed   to  the
     Beneficiaries  in the  liquidating  trust  from time to time,  and not less
     often than annually. Upon final liquidation,  the liquidating trust will be
     dissolved.

     For tax purposes,  the  liquidating  trust will continue to be treated as a
     partnership under Internal Revenue Regulation Section  301.7701-3(b)(1)(i).
     Partnership  tax  returns  will be filed  until all the  liquidating  trust
     assets are distributed.

     The Trustees will send the Form 10-Q for the fiscal  quarter ended June 30,
     1998 which was reported to the Securities and Exchange  Commission (SEC) to
     all  the  beneficiaries  in  the  liquidating   trust.  The  Trustees  will
     discontinue all future filings of Form 10-Q and Form 10-K.

     During the three months ended June 30, 1998, and 1997, the Partnership paid
     special   distributions   of   $2.35   and   $5.00,    respectively,    per
     weighted-average limited partnership unit. During the six months ended June
     30, 1998 and 1997, the Partnership paid special  distributions of $6.49 and
     $7.94, respectively,  per weighted-average limited partnership unit. During
     the six months ended June 30, 1997, the Partnership  also paid regular cash
     distributions  of $2.22  per  weighted-average  limited  partnership  unit.
     Special distribution of $562,000,  or $16.50 per  weighted-average  limited
     partnership  unit,  relating to the results from the second quarter of 1998
     were paid during the third quarter of 1998.

2.   Opinion of Management

     In the  opinion of the  management  of PLM  Financial  Services  Inc.,  the
     General Partner,  the accompanying  unaudited financial  statements contain
     all  adjustments  necessary,   consisting  primarily  of  normal  recurring
     accruals, to present fairly the Partnership's financial position as of June
     30, 1998 and December 31, 1997,  the statements of income for the three and
     six  months  ended June 30,  1998 and 1997,  the  statements  of changes in
     partners'  capital  from  December  31,  1996 to  June  30,  1998,  and the
     statements  of cash flows for the six months  ended June 30, 1998 and 1997.
     Certain  information and note  disclosures  normally  included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles have been condensed or omitted from the  accompanying  financial
     statements.  For  further  information,  reference  should  be  made to the
     financial statements and notes thereto included in the Partnership's Annual
     Report on Form 10-K for the year ended  December 31,  1997,  on file at the
     Securities and Exchange Commission.

Transactions with General Partner and Affiliates

     There was no balance due to affiliates as of June 30, 1998. The balance due
     to  affiliates  as of  December  31,  1997  was  $7,026  due to FSI and its
     affiliate for management fees.


<PAGE>



           PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC 1985 INCOME FUND
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1998

4.   Equipment

     The components of owned equipment are as follows:
<TABLE>
<CAPTION>

                                                          June 30,              December 31,
                                                            1998                    1997
                                                     -----------------------------------------

<S>                                                    <C>                     <C>          
Trailers                                               $     677,367           $   1,295,164
Less accumulated depreciation                               (675,732)             (1,291,640 )
                                                     -------------------------------------------
     Net equipment                                     $       1,635           $       3,524
                                                     ===========================================
</TABLE>

     All  of  the  equipment   owned  by  the   Partnership   was  operating  in
     PLM-affiliated  short-term  rental  facilities  as of  June  30,  1998  and
     December 31, 1997.

     During the six months ended June 30, 1998, the Partnership sold or disposed
     of trailers with a net book value of $798 for proceeds of $158,892.  During
     the six months ended June 30,  1997,  the  Partnership  sold or disposed of
     marine  containers and trailers with an aggregate net book value of $64,302
     for proceeds of $316,709.

5.   Investment in Unconsolidated Special Purpose Entity

     During the six months  ended June 30,  1998,  the General  Partner sold the
     commuter  aircraft  in which  the  Partnership  owned an 80%  interest  for
     liquidating proceeds of $417,820. The net book value of this investment was
     $0.













                      (this space intentionally left blank)


<PAGE>




ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

(I) RESULTS OF OPERATIONS

Comparison of PLM Transportation Equipment Partners VIIC 1985 Income Fund's (the
Partnership's)  Operating  Results for the Three  Months Ended June 30, 1998 and
1997

(A)      Owned Equipment Operations

Lease  revenues less direct  expenses  (defined as repairs and  maintenance  and
asset specific insurance  expenses) on owned equipment decreased for the quarter
ended June 30,  1998 when  compared to the same  period of 1997.  The  following
table presents lease revenues less direct expenses by owned equipment type:

<TABLE>
<CAPTION>

                                                                             For the Three Months
                                                                                Ended June 30,

                                                                           1998                1997
                                                                      -----------------------------------
<S>                                                                     <C>                 <C>       
Trailers                                                                $   14,336          $   37,189
Marine containers                                                               --               2,508

</TABLE>

Trailers:  Trailer lease  revenues and direct  expenses were $21,363 and $7,027,
respectively,  for the  quarter  ended June 30,  1998,  compared  to $52,122 and
$14,933, respectively during the same period of 1997. The number of trailers has
been  declining over the past twelve months due to sales and  dispositions.  The
result of this declining fleet has been a decrease in trailer net contribution.

Marine containers: Marine container lease revenues and direct expenses were zero
for the quarter  ended June 30, 1998,  compared to $2,546 and $38,  respectively
during the same period of 1997. The decrease in marine  containers  contribution
resulted from the sale of all of the Partnership's  remaining  containers during
1997.

(B) Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses  of  $17,874  for the  quarter  ended  June 30,  1998,
decreased  from $89,327 for the same period in 1997.  Significant  variances are
explained as follows:

(1) A $35,012  decrease in depreciation  expenses  reflecting the disposition of
certain assets during 1998 and 1997.

(2) A $21,079 decrease in management fee due to PLM Investment Management,  Inc.
(IMI),  a  wholly-owned  subsidiary  of  the  General  Partner,   foregoing  the
management fee during the second quarter of 1998.

(3) A  $15,362  decrease  in the  general  and  administrative  expenses  due to
decreased   accounting  costs  and  administrative  costs  associated  with  the
short-term  rental  facilities due to decreased volume of trailers  operating in
these facilities.

(C)      Net Gain on Disposition of Equipment

For the quarter ended June 30, 1998, the Partnership  realized a gain of $99,477
on the sale or disposition  of trailers.  During the three months ended June 30,
1997, the Partnership  realized a gain of $211,449 on the sale or disposition of
trailers and marine containers.


<PAGE>




(D) Equity in Net Income of Unconsolidated Special-Purpose Entity

Equity in net income of unconsolidated  special-purpose  entity was $412,153 and
$12,154 for the quarters  ended June 30, 1998 and June 30,  1997,  respectively.
This represented the Partnership's share of income generated from the investment
in an entity which owned an aircraft,  accounted for under the equity method. As
of June 30, 1997,  the  Partnership  owned an 80%  investment  in an entity that
owned a commuter  aircraft.  The General  Partner sold the asset related to this
investment  resulting  in  $417,820  in net  gains to the  Partnership,  and the
Partnership  received a liquidating  distribution  of $417,820 during the second
quarter of 1998.

(E)      Net Income

As a result of the foregoing, the Partnership's net income increased to $512,154
in the second  quarter of 1998 from $178,819 in the second  quarter of 1997. The
Partnership's  ability  to operate  or  liquidate  assets,  secure  leases,  and
re-lease those assets whose leases expire during the duration of the Partnership
is subject to many  factors,  and the  Partnership's  performance  in the second
quarter of 1998 is not necessarily  indicative of future periods.  In the second
quarter of 1998, the Partnership  made special  distributions  of $79,200 to the
limited partners, or $2.35 per weighted-average limited partnership unit.

Comparison of the Partnerships'  Operating Results for the Six Months Ended June
30, 1998 and 1997

(A)      Owned Equipment Operations

Lease  revenues less direct  expenses  (defined as repairs and  maintenance  and
asset specific insurance expenses) on owned equipment decreased during the first
six months of 1998 when compared to the same period of 1997. The following table
presents lease revenues less direct expenses by owned equipment type:

<TABLE>
<CAPTION>

                                                                              For the Six Months
                                                                                Ended June 30,

                                                                           1998                1997
                                                                      -----------------------------------
<S>                                                                     <C>                 <C>       
Trailers                                                                $   40,443          $   92,375
Marine containers                                                               --               3,806

</TABLE>

Trailers:  Trailer lease revenues and direct  expenses were $52,079 and $11,636,
respectively,  for the six months ended 1998,  compared to $122,977 and $30,602,
respectively during the same period of 1997. The number of trailers owned by the
Partnership  has been  declining  over the past  twelve  months due to sales and
dispositions.  The result of this declining fleet has been a decrease in trailer
contribution.

Marine  containers:  Marine  container  leases revenues and direct expenses were
zero for the six months  ended 1998,  compared  to $3,886 and $80,  respectively
during the same period of 1997.  The decrease in marine  container  contribution
resulted from the sale of all the remaining containers during 1997.

(B) Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses  of $55,637  for the six months  ended June 30,  1998,
decreased from $202,080 for the same period in 1997.  Significant  variances are
explained as follows:

(1) a $89,985 decrease in depreciation  expenses from 1997 levels reflecting the
sale of equipment during 1998 and 1997.

(2) a $35,378  decrease  in the general and  administrative  expenses  from 1997
levels was due to decreased  administrative costs associated with the short-term
rental facilities.

(3) a $21,080  decrease in management  fee due PLM Investment  Management,  Inc.
(IMI),  a  wholly-owned  subsidiary  of  the  General  Partner,   foregoing  the
management fee during the second quarter of 1998.

(C)      Net Gain on Disposition of Owned Equipment

For the six  months  ended June 30,  1998,  the  Partnership  realized a gain of
$158,094 on the sale or disposition of trailers,  compared to the same period in
1997,  where  the  Partnership  realized  a gain  of  $252,407  on the  sale  or
disposition of trailers and marine containers.

(D)      Equity in Net Income of Unconsolidated Special-purpose Entities

Equity in net income of unconsolidated special-purpose entities was $439,349 and
$25,110 for the six months ended June 30, 1998 and June 30, 1997,  respectively.
This  represented  the   Partnership's   share  of  income  generated  from  the
partnership's  investment  in an entity which owned an aircraft,  accounted  for
under the equity  method.  As of June 30,  1997,  the  Partnership  owned an 80%
investment in an entity that owned a commuter aircraft. The General Partner sold
the asset related to this  investment  resulting in $417,820 in net gains to the
Partnership, and the Partnership received a liquidating distribution of $417,820
during the second quarter of 1998.

(E)      Net Income

As a result of the foregoing, the Partnership's net income increased to $588,948
for the six months  ended June 30,  1998,  from  $180,782  in the same period in
1997. The Partnership's  ability to operate or liquidate assets,  secure leases,
and  re-lease  those  assets  whose  leases  expire  during the  duration of the
Partnership is subject to many factors, and the Partnership's performance in the
six months ended June 30, 1998 is not necessarily  indicative of future periods.
For  the  six  months  ended  June  30,  1998,  the  Partnership   made  special
distributions of $219,018 to the limited partners, or $6.49 per weighted-average
limited partnership unit.

(II) ASSET SALES

As discussed in Note 1 to the accompanying  financial  statements and (V) below,
the remaining equipment is actively being marketed for sale.

(III) YEAR 2000 COMPLIANCE

The General  Partner is currently  addressing  the year 2000  computer  software
issue and creating a timetable for carrying out any program  modifications  that
may be  required.  It is not  anticipated  that the cost of those  modifications
allocable to the Partnership will be material.

(IV)  ACCOUNTING PRONOUNCEMENTS

In  June  1997,  the  Financial   Accounting  Standards  Board  issued  two  new
statements:  SFAS No. 130,  "Reporting  Comprehensive  Income,"  which  requires
enterprises to report,  by major  component and in total,  all changes in equity
from  nonowner  sources;  and SFAS No. 131,  "Disclosures  about  Segments of an
Enterprise  and  Related  Information,"  which  establishes  annual and  interim
reporting  standards  for a public  company's  operating  segments  and  related
disclosures about its products, services, geographic areas, and major customers.
Both statements are effective for the  Partnership's  fiscal year ended December
31, 1998. The effect of adoption of these statements will be limited to the form
and  content  of  the   Partnership's   disclosures  and  will  not  impact  the
Partnership's results of operations, cash flow, or financial position.

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
"Accounting   for  Derivative   Instruments  and  Hedging   Activities",   which
standardizes  the  accounting  for  derivative  instruments,  including  certain
derivative instruments embedded in other contracts,  by requiring that an entity
recognize  those items as assets or  liabilities  in the  statement of financial
position and measure  them at fair value.  This  statement is effective  for all
quarters of fiscal years beginning after June 15, 1999. As of June 30, 1998, the
General  Partner  is  reviewing  the  effect  this  standard  will  have  on the
Partnership's financial statements.

(V)   FUTURE OUTLOOK

With the majority of the equipment portfolio now liquidated, the General Partner
is actively  pursuing the sale of all of the  Partnership's  equipment  with the
intention of winding up the Partnership and  distributing  all available cash to
the Partners.

(VI)     FORWARD-LOOKING INFORMATION

Except for historical  information contained herein, the discussion in this Form
10-Q contains  forward-looking  statements that involve risks and uncertainties,
such as statements of the Partnership's  plans,  objectives,  expectations,  and
intentions.  The cautionary  statements made in this Form 10-Q should be read as
being applicable to all related forward-looking  statements wherever they appear
in this Form 10-Q. The Partnership's actual results could differ materially from
those discussed here.























                     (This space intentionally left blank.)


<PAGE>



                           PART II - OTHER INFORMATION

Item 6.                    Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  None.

         (b)      Reports on Form 8-K

                  None.




<PAGE>


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                        PLM TRANSPORTATION EQUIPMENT
                                        PARTNERS VIIC 1985 INCOME FUND

                                        By: PLM Financial Services, Inc.
                                            General Partner




Date:  August 14, 1998                 By:  /s/ Richard K Brock
                                            -----------------------------
                                            Richard K Brock
                                            Vice President and
                                            Corporate Controller



<PAGE>