<PAGE>
<PAGE>
                 U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
  
                               FORM 10-QSB

[ X ]    Quarterly Report under Section 13 or 15(d) of the
         Securities Exchange Act of 1934

For the quarterly period ended December 31, 1998

Commission File Number: 0-22441


                     Rocky Ford Financial, Inc.
----------------------------------------------------------------
(Exact Name of Small business Issuer as Specified in Its Charter)

          Delaware                                84-1413346
-------------------------------                -----------------
(State or Other Jurisdiction of                (I.R.S. Employer 
Incorporation or Organization)              Identification Number)

           801 Swink Avenue, Rocky Ford, Colorado  81067
-----------------------------------------------------------------
              (Address of Principal Executive Offices)
 
                              719-254-7642
-----------------------------------------------------------------
             (Issuer's Telephone Number, Including Area Code)

    
       Check whether the issuer's: (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90- days.
    
       Yes  X       No        
          ----         ----    
       State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practicable
date: 

Shares of common stock outstanding as of December 31, 1998
                               408,350
<PAGE>
<PAGE>

                     ROCKY FORD FINANCIAL, INC.
                                 
                             CONTENTS
                                    
    
    PART I - FINANCIAL INFORMATION 
    
Item 1:  Financial Statements 

         Consolidated Statement of Condition at 
         December 31, 1998 and September 30, 1998            3
                    
         Statements of Consolidated Income for the
         Three Months Ended December 31, 1998 and 1997       4

         Statements of Consolidated Cash Flows for the
         Three Months Ended December 31, 1998 and 1997       5
                                                               
         Notes to Financial Statements                     6 - 7
                                                               
Item 2:  Management's Discussion and Analysis of 
         Financial Condition and Results of 
         Operations                                        8 - 10
                                                               
PART II - OTHER INFORMATION
                                                               
     Item 1:  Legal Proceedings                             11
                                                                 
     Item 2:  Changes in Securities                         11
                                                               
     Item 3:  Defaults Upon Senior Securities               11
                                                               
     Item 4:  Submission of Matters to a Vote 
              of Security Holders                           11
                                                               
     Item 5:  Other Information                             11
                                                               
     Item 6:  Exhibits and Reports on Form 8-K              11
                                                               
     Signature                                              11

                             2
<PAGE>
<PAGE>
                   ROCKY FORD FINANCIAL, INC.

             CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
                            (UNAUDITED)
<TABLE>
<CAPTION>
                                           December 31,    September 30,
                                              1998             1998
                                           ----------       ------------
               ASSETS
<S>                                        <C>             <C>
Cash and cash equivalents                  
   Interest - bearing                     $ 4,000,000     $ 3,700,000
   Non-interest bearing                       516,910         267,576
Certificates of deposit                     1,599,000       1,599,000
Securities available for sale at fair
   value equity securities (amortized 
   cost of $11,327)                           753,366         574,062
Securities held to maturity at cost
   Mortgage-backed securities (estimated
     fair value of $1,688,000 and
     $1,906,500)                            1,610,590       1,806,286
   U.S. agencies (estimated fair value
     of $260,100 and $264,700)                249,258         249,199
Loans receivable - net                     13,963,566      14,092,549
Federal Home Loan Bank stock, at cost         158,100         209,900
Retirement trust assets                       295,311         295,311
Accrued interest receivable                   140,517         121,660
Premises and equipment                         73,200          76,688
Prepaids                                       14,782          20,526
                                          -----------     -----------
     TOTAL ASSETS                         $23,374,600     $23,012,757
                                          ===========     ===========

           LIABILITIES AND EQUITY        

Deposits                                  $15,793,881     $15,597,944 
Advances from borrowers for taxes and
  insurance                                    41,797          33,050
Accounts payable and accrued expenses         382,876         356,114
Current income taxes payable                  148,078          96,262
Deferred income taxes                         260,100         205,539
                                          -----------     -----------
     TOTAL LIABILITIES                     16,626,732      16,288,909
                                          -----------     -----------
Commitments and contingencies

Preferred stock - $.01 par value;
  authorized 1,000,000 shares; no
  shares issued or outstanding                     --              --
Common stock - $.01 par value;              
  authorized 3,000,000 shares;
  issued and outstanding 423,200                4,232           4,232
Paid-in capital                             3,845,600       3,844,821
Retained earnings - substantially
  restricted                                2,854,247       2,791,147
Net unrealized gain on securities
  available for sale, net of tax of
  $274,600 and $208,200                       467,458         354,496
Note receivable from ESOP Trust              (270,848)       (270,848)
Treasury stock, at cost - 14,850 shares      (152,821)             --
                                          -----------     -----------
     TOTAL EQUITY                           6,747,868       6,723,848
                                          -----------     -----------
     TOTAL LIABILITIES AND EQUITY         $23,374,600     $23,012,757
                                          ===========     ===========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              3
<PAGE>
<PAGE>
                     ROCKY FORD FINANCIAL, INC.

                  CONSOLIDATED STATEMENTS OF INCOME
                          (UNAUDITED)

<TABLE>
<CAPTION>
                                      Three Months Ended
                                          December 31,
                                        1998        1997
                                      --------    -------
<S>                                   <C>         <C>
INTEREST INCOME
  Loans receivable                    $307,537    $293,092
  Securities available for sale          3,198       6,645
  Securities held to maturity           53,270      57,674
  Other interest-bearing assets         85,033      70,876
                                      --------    --------
     TOTAL INTEREST INCOME             449,038     428,287

INTEREST ON DEPOSITS                   194,721     198,975
                                      --------    --------
     NET INTEREST INCOME               254,317     229,312

(PROVISION FOR) RECOVERY OF LOAN 
  LOSSES                                    --          --
                                      --------    --------
     NET INTEREST INCOME AFTER
       PROVISION FOR LOAN LOSSES       254,317     229,312
                                      --------    --------
NON-INTEREST INCOME
    Other charges                        4,100       1,826
                                      --------    --------
NON-INTEREST EXPENSE
  GENERAL AND ADMINISTRATIVE
     Compensation and benefits          72,505      71,696
     Occupancy and equipment             6,783       8,315
     Computer services                  14,284       8,291
     SAIF deposit insurance              4,100       4,467
     Other                              58,226      62,721
                                      --------    --------
      TOTAL NON-INTEREST EXPENSE       155,898     155,490
                                      --------    --------
      INCOME BEFORE TAXES              102,519      75,648

INCOME TAX (EXPENSE) BENEFIT           (39,419)    (27,000)
                                      --------    -------- 
      NET INCOME                      $ 63,100    $ 48,648 
                                      ========    ======== 

BASIC AND DILUTED EARNINGS PER SHARE  $   0.16    $   0.12
                                      ========    ========
WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING BASIC AND DILUTED       395,886     396,116
                                      ========    ========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              4<PAGE>
<PAGE>
                     ROCKY FORD FINANCIAL, INC.
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (UNAUDITED)
<TABLE>
<CAPTION>
                                                    Three Months Ended
                                                       December 31,
                                                 --------------------------
                                                    1998             1997
                                                 ----------       ---------
<S>                                              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                    $    63,100     $    48,648 
                                                -----------     -----------
  Adjustments to reconcile net income to
    net cash provided by operating activities:
  Amortization of:
    Deferred loan origination fees                   (5,241)         (1,740)
    Discounts on investments                            (59)            (60)
  Stock dividend received from FHLB                  (3,100)         (6,600)
  ESOP market value expense                             779           3,597
  Depreciation                                        3,488           5,008
  Change in assets and liabilities
     Accrued interest receivable                    (18,857)         15,682 
     Prepaids                                         5,744          29,012 
     Accounts payable and accrued expenses           26,762          10,053
     Current income taxes                            51,816           4,132
     Deferred income taxes                          (11,781)             -- 
                                                -----------     -----------
      TOTAL ADJUSTMENTS                              49,551          59,084
                                                -----------     -----------
      NET CASH PROVIDED (USED) BY OPERATING 
        ACTIVITIES                                  112,651         107,732 
                                                -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Net change in certificates of deposit                  --         197,035
  Loan originations and principal payments
    on loans                                        134,224          79,578 
  Principal payments on mortgage-backed
    securities                                      195,696         182,320
  Federal Home Loan Bank stock redemptions           54,900              -- 
                                                -----------     -----------
      NET CASH PROVIDED (USED) BY INVESTING
        ACTIVITIES                                  384,820         458,933 
                                                -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Net change in deposits                            195,937        (411,254)
  Treasury stock purchases                         (152,821)             -- 
  Net change in mortgage escrow funds                 8,747          10,000 
                                                -----------     -----------
      NET CASH PROVIDED (USED) BY FINANCING
        ACTIVITIES                                   51,863        (401,254)
                                                -----------     -----------
      NET INCREASE IN CASH AND CASH EQUIVALENTS     549,334         165,411 
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR    3,370,793       3,205,382
                                                -----------     -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR        $ 3,920,127     $ 3,370,793
                                                ===========     ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
Cash paid for:
  Taxes                                         $        --     $        --
  Interest                                          198,863         206,588
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              5<PAGE>
<PAGE>
                     ROCKY FORD FINANCIAL, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (UNAUDITED)
                                
                       DECEMBER 31, 1998
Note 1.  Nature of Business
Rocky Ford Financial, Inc. (the "Company") was incorporated under
the laws of the State of Delaware for the purpose of becoming
the holding company of Rocky Ford Federal Savings and Loan
Association (the "Association") in connection with the
Association's conversion from a federally chartered mutual
savings and loan association to a federally chartered stock
savings and loan association, pursuant to its Plan of Conversion. 
The Company was organized in January 1997 to acquire all of the
common stock of Rocky Ford Federal Savings and Loan Association
upon its conversion to stock form.  The subscription and
community offering of the Company's shares was completed on May 
21, 1997.

Note 2.  Basis of Presentation
The accompanying unaudited consolidated financial statements,
(except for the statement of financial condition at September 30,
1998, which is audited) have been prepared in accordance with
generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB of
Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements.  In the
opinion of management all adjustments necessary for a fair
presentation of the financial position and results of operations
for the periods presented have been included.  The financial
statements of the Company are presented on a consolidated basis
with those of Rocky Ford Federal Saving and Loan Association. 
The results of operations for the three months ended December
31, 1998 are not necessarily indicative of the results of
operations that may be expected for the year ended September 30,
1999.  The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from
those estimates.

The accounting policies followed are as set forth in Note 1. of
the Notes to Financial Statements in the 1998 financial
statements.
  
Note 3.  Regulatory Capital Requirements
At December 31, 1998, the Association met each of the three
current minimum regulatory capital requirements.  The following
table summarizes the Association's regulatory capital position
at December 31, 1998:
<TABLE>
<CAPTION>
Tangible Capital:
<S>                                <C>                       <C>
     Actual                        $4,795,000                21.47%
     Required                         335,000                 1.50
     Excess                        $4,460,000                19.97%

Core Capital:
     Actual                        $4,795,000                21.47%
     Required                         670,000                 3.00
     Excess                        $4,125,000                18.47%
  
Risk-Based Capital:
     Actual                        $5,189,000                56.63%
     Required                         733,000                 8.00
     Excess                        $4,456,000                48.63%
</TABLE>
  
                                6<PAGE>
<PAGE>
                      ROCKY FORD FINANCIAL, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (UNAUDITED)
                                   
                           DECEMBER 31, 1998

  Note 3.  Regulatory Capital Requirements (Continued)
  
  Tangible and core capital levels are shown as a percentage of
  total adjusted assets; risk-based capital levels are shown as
  a percentage of risk-weighted assets.
  
  Note 4.  Mutual to Stock Conversion
  
  On January 14, 1997, The Board of Directors of the Association
  adopted a Plan of Conversion (the Plan) under which the
  Association would convert from a federally charted mutual
  savings and loan association to a federally chartered stock
  savings and loan association and become a wholly-owned
  subsidiary of the Company formed in connection with the
  Conversion.  The Plan was approved by the Office of Thrift
  Supervision (OTS) and included the filing of a registration
  statement with the Securities and Exchange Commission.  The
  Plan was approved by the members of the Association at a
  special meeting held May 6, 1997.  In accordance with the
  Plan, the Company issued common stock which was sold in the
  Conversion.  The closing of the offering occurred on May 21,
  1997 and resulted in a stock offering of $4,232,000 (including
  $338,560 in shares subscribed for by the ESOP).  The Company
  transferred fifty percent of the net proceeds for the purchase
  of all of the capital stock of the Association.
  
  The costs of issuing the common stock were deferred and was
  deducted from the proceeds of the stock sale and amounted to
  $410,186.
  
  For the purpose of granting eligible members of the
  Association a priority in the event of future liquidation, the
  Association, at the time of conversion, established a
  liquidation account equal to its regulatory capital as of the
  date of the latest balance sheet used in the final conversion
  offering circular.  In the event (and only in such event) of
  future liquidation of the converted Association, an eligible
  savings account holder who continues to maintain a savings
  account shall be entitled to receive a distribution from the
  liquidation account, in the proportionate amount of the
  then-current adjusted balance of the savings deposits then
  held, before any distributions may be made with respect to
  capital stock.
  
  The Association may not declare or pay a cash dividend on its
  common stock if its net worth would thereby be reduced below
  either the aggregate amount then required for the liquidation
  account or the minimum regulatory capital requirements imposed
  by federal regulations.
  
  The ESOP stock purchases were financed by issuing a note to
  the Company for the entire purchase.
  
  Note 5.  Earnings Per Share
  
  The Company adopted Financial Accounting Standards Board
  Statement No. 128 relating to earnings per share, effective
  for the quarter ended December 31, 1997.  The statement
  requires dual presentations of basic and diluted earnings per
  share on the face of the income statement and requires a
  reconciliation of the numerator and denominator of the basic
  EPS computation to the numerator and denominator of the
  diluted EPS computation. Basic EPS excludes dilution and 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 shares in
  the earnings of the entity.
  
  
                           7<PAGE>
<PAGE>
               ROCKY FORD FINANCIAL, INC.
        MANAGEMENT'S DISCUSSION AND ANALYSIS
                          
COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 1998 AND
SEPTEMBER 30, 1998 

     The Company's total assets increased by $362,000 or 1.57%
from $23.0 million at September 30, 1998 to $23.4 million at
December 31, 1998.  The increase is attributed to increase in
fair value of securities available for sale of $179,000 and the
increase in deposit accounts of $196,000. The Company's net loan
portfolio decreased by approximately $129,000 during the three
months ended December 31, 1998.  

      Net loans totaled $14.0 million at December 31, 1998 and
$14.1 million at September 30, 1998.  For the three months ended
December 31, 1998, the Association closed loans in the amount of
$1.1 million and received payments in the amount of $1.2
million.  As of December 31, 1998, the Association had
outstanding loan commitments of $208,000.

The allowance for loan losses totaled $60,000 at December 31,
1998.  As of that date the Company did not have any
non-performing loans in its portfolio.  There were no loans
charged off or recoveries of previous loan losses during the
three months ended December 31, 1998.  The determination of the
allowance for loan losses is based on management's analysis,
performed on a quarterly basis, of various factors, including
the market value of the underlying collateral, growth and
composition of the loan portfolio, the relationship of the
allowance for loan losses to outstanding loans, historical loss
experience, delinquency trends and prevailing economic
conditions.  Although management believes its allowance
for loan losses is adequate, there can be no assurance that
additional allowances will not be required or that losses on
loans will not be incurred.  The Company has had minimal losses
on loans in prior years.  At December 31, 1998, the ratio of the
allowance for loan losses to net loans was .43%. as compared to
 .43% at September 30, 1998.

At December 31, 1998, the Company's investment portfolio
included mortgage-backed and related securities classified as
"held to maturity" carried at amortized cost of $1.9 million and
an estimated fair value of $1.9 million, and equity securities
classified as "available for sale" with an estimated fair value
of $753,000.  The balance of the Company's investment portfolio
at December 31, 1998 consists of interest bearing deposits with
various financial institutions totaling $5.6 million.

At December 31, 1998 deposits increased to $15.8 million from
$15.6 million at September 30, 1998 or a net increase of 1.26%. 
Management is continually evaluating the investment alternatives
available to the Company's customers, and adjusts the pricing on
its savings products to maintain its existing deposits.

During the period ending December 31, 1998, the Company
purchased 14,850 shares of common stock, at a cost of $152,821,
and reported the purchase as treasury stock.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED
DECEMBER 31, 1998 AND 1997

Net Income.  The Company's net income for the three months ended
December 31, 1998 was $63,100 compared to net income of $48,648
for the three months ended December 31, 1997.  The increase in
net income for the three months ended December 31, 1998 resulted
from the increase in interest income, primarily on loans, and
the reduction in interest expense.

Net Interest Income.  Net interest income for the three months
ended December 31, 1998 was $254,000 compared to $229,000 for
the three months ended December 31, 1997.  The increase in net
interest income for the three months ended December 31, 1998 was
due to an increase in the interest earning assets and a
reduction in interest paid on deposits.
<PAGE>
Interest Income.  Interest income increased by $21,000 from
$428,000 to $449,000 or by 4.85%, during 1998 compared to 1997. 
This increase resulted in part from an overall increase of
interest-earning assets by $376,000 from $22.0 million to $22.3
million or by 1.70% from 1997 to 1998.  The Company experienced
a increase in the average yield on the interest-earning assets
from 7.77% in 1997 to 7.94% in 1998.
                          8<PAGE>
<PAGE>
             ROCKY FORD FINANCIAL, INC.
        MANAGEMENT'S DISCUSSION AND ANALYSIS
                          
Interest Expense.  Interest expense decreased $4,000 to $195,000
for the three months ended December 31, 1998 from $199,000 for
the three months ended December 31, 1997.  The comparable
expense for the periods was caused by the decrease of the
average rate paid from 5.04% in 1997 to 4.94% in 1998 with a
corresponding decrease in average deposits for the quarter.

Provision for Loan Losses.  The allowance for loan losses is
established through a provision for loan losses based on
management's evaluation of the risk inherent in its loan
portfolio and the general economy.  Such evaluation considers
numerous factors including, general economic conditions, loan
portfolio composition, prior loss experience, the estimated fair
value of the underlying collateral and other factors that
warrant recognition in providing for an adequate loan loss
allowance.  The Company determined a provision for loan loss was
not required for the three months ended December 31, 1998 and
1997.

Non-Interest Expense.  The non-interest expense section of the
consolidated statement of income is comparable between the two
periods.  The Association incurred an increase in the cost of
outside computer services but that was offset by decreases in
other expenses.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of funds consists of deposits,
repayment of loans and mortgage-backed securities, maturities of
investments and interest-bearing deposits, and funds provided
form operations.  While scheduled repayments of loans and
mortgage- backed securities and maturities of investment
securities are predicable sources of funds, deposit flows and
loan prepayments are greatly influenced by the general level of
interest rates, economic conditions and competition.  The
Company uses its liquidity resources principally to fund
existing and future loan commitments, to fund maturing
certificates of deposit and demand deposit withdrawals, to
invest in other interest-earning assets, to maintain liquidity,
and to  meet operating expenses.  Management believes that
proceeds from the stock sale, loan repayments and other sources
of funds will be adequate to meet the Company's liquidity needs
for the immediate future.

The Company is required to maintain minimum levels of liquid
assets as defined by OTS regulations.  This requirement, which
may be varied at the direction of the OTS depending upon
economic conditions and deposit flows, is based upon a
percentage of deposits and short-term borrowings.  The required
minimum ratio was 5% until November 24, 1997 when it was changed
to 4%.  The Company has historically maintained a level of
liquid assets in excess of regulatory requirements.  The
Company's liquidity ratios at December 31, 1998 and 1997 were
21% and 20%, respectively.   

IMPACT OF INFLATION AND CHANGING PRICES

The financial statements and related data presented herein have
been prepared in accordance with generally accepted accounting
principles, which require the measurement of financial position
and results of operations in terms of historical dollars without
considering changes in the relative purchasing power of money
over time because of inflation.  Unlike most industrial
companies, virtually all of the assets and liabilities of the
Company are monetary in nature.  As a result, interest rates
have a more significant impact on the Company's performance than
the effects of general levels of inflation.  Interest rates do
not necessarily move in same direction or in the same magnitude
as the prices of goods and services.

YEAR 2000 READINESS DISCLOSURE
The Company has an ongoing program of evaluating the effect of
the Year 2000 on its information processing systems and business
operations.  The Company's core data processing is performed by
an outside vendor.  As of October 1998, the client testing of
the core system was complete, with the errors 

                          9<PAGE>
<PAGE>
             ROCKY FORD FINANCIAL, INC.
        MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR 2000 READINESS DISCLOSURE(Continued)

noted and corrected software issued in December 1998.  The
vendor also has completed the testing of additional dates
recommended by the Federal Financial Institutions Examination
Council, with the single error noted corrected. 

It is management's position that the cost of modifications of
hardware and software remaining will approximate $10,000.  All
costs associated with modifications will be expensed as
incurred.  It is not possible to be certain that all aspects of
the Year 2000 issue affecting the Company, including those
related to the efforts of customers, other financial
institutions, or other third parties, such as utility providers,
will be fully resolved before the Year 2000.

The Company has adopted a contingency plan and business
resumption plan in case critical systems are found not Year 2000
ready or fail.  The plan has identified alternative means of
operations, principally a manual accounting and transaction
system, due to the nature of the Company's business and number
of accounts, and can be carried out in their current location. 
The plan is reviewed on an ongoing basis.

                         10<PAGE>
<PAGE>
                ROCKY FORD FINANCIAL, INC.
                           
               PART II - OTHER INFORMATION
                           
                                
  
  
  ITEM 1: Legal Proceedings
  
          None.
  
  ITEM 2: Changes in Securities
  
          None.
  
  ITEM 3: Defaults Upon Senior Securities
  
          Not Applicable
  
  ITEM 4: Submission of Matters to a Vote of Security Holders.
  
          Not Applicable
  
  ITEM 5: Other Information
  
          None
  
  ITEM 6: Exhibits and Reports on Form 8-K
  
          (a)  List of Exhibits

               Exhibit 27 - Financial Data Schedule for the 1st
                            Qtr of Fiscal Year 1999
  
          (b)  Form 8-K

               None
  SIGNATURE
  
  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.
  
  
                                    Rocky Ford Financial, Inc.
                                    Registrant
  
Date February 2, 1999               /s/ Keith E. Waggoner
                                    --------------------------
                                    Keith E. Waggoner, President
  
                           11