<PAGE>

================================================================================


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

                       ----------------------------------

                                   FORM 10-QSB

(Mark One)
  [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2003

                                      -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 No. 333-36379


                        PACIFICHEALTH LABORATORIES, INC.
               --------------------------------------------------
               (Exact name of issuer as specified in its charter)

               DELAWARE                                       22-3367588
     -------------------------------                    ----------------------
     (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                     Identification Number)

           1480 Route 9 North, Suite 204
                Woodbridge, NJ                                 07095
     ----------------------------------------                ----------
     (Address of principal executive offices)                (Zip Code)


      Registrant's telephone number, including area code: (732) 636-6141


Check whether the issuer (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 [_]

At May 12, 2003, there were 6,115,703 shares of common stock, par value $.0025
per share, of the registrant outstanding.

Transitional small business disclosure format: Yes [ ]  No [X]


<PAGE>



                                            PACIFICHEALTH LABORATORIES, INC.

                                                   TABLE OF CONTENTS
                                                   -----------------

<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS
<S>                                                                                                                <C>
        Balance Sheets as of March 31, 2003 (Unaudited) and December 31, 2002........................................3

        Statements of Operations (Unaudited) for the three months ended
            March 31, 2003 and March 31, 2002........................................................................4

        Statements of Cash Flows (Unaudited) for the three months ended
            March 31, 2003 and March 31, 2002........................................................................5

        Notes to Financial Statements............................................................................... 6

     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS.....................................................................7

     ITEM 3. CONTROLS AND PROCEDURES................................................................................10

PART II. OTHER INFORMATION

      ITEM 1.      Legal Proceedings................................................................................10

      ITEM 2.      Changes in Securities and Use of Proceeds........................................................10

      ITEM 3.      Defaults Upon Senior Securities..................................................................10

      ITEM 4.      Submission of Matters to a Vote of Security Holders..............................................10

      ITEM 5.      Other Information................................................................................11

      ITEM 6.      Exhibits and Reports.............................................................................11


SIGNATURES..........................................................................................................11
</TABLE>











                                                           2
<PAGE>

                                  PACIFICHEALTH LABORATORIES, INC.
                                           BALANCE SHEETS

                                               ASSETS
<TABLE>
<CAPTION>
                                                                      March 31,        December 31,
                                                                        2003               2002
                                                                     (Unaudited)         (Audited)
                                                                     ------------      ------------
<S>                                                                  <C>               <C>
Current assets:
 Cash and cash equivalents                                           $    409,356      $    628,436
 Accounts receivable, net                                                 697,299           335,219
 Inventories                                                            1,070,827         1,537,784
 Prepaid expenses                                                         147,340           142,865
                                                                     ------------      ------------
    Total current assets                                                2,324,822         2,644,304

Property and equipment, net                                                54,582            66,835

Deposits                                                                   49,724             3,991
                                                                     ------------      ------------
       Total assets                                                  $  2,429,128      $  2,715,130
                                                                     ============      ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Notes payable                                                       $     43,178      $     64,212
 Accounts payable and accrued expenses                                    445,787           280,384
 Other                                                                     83,851           100,000
                                                                     ------------      ------------
      Total current liabilities                                           572,816           444,596
                                                                     ------------      ------------


Stockholders' equity:

   Common stock, $.0025 par value; authorized
     50,000,000 shares; issued and outstanding:
     6,115,703 shares at March 31, 2003 and
     6,114,703 shares at December 31, 2002                                 15,289            15,287
Additional paid in capital                                             13,846,854        13,839,973

   Accumulated deficit                                                (12,005,831)      (11,584,726)
                                                                     ------------      ------------
                                                                        1,856,312         2,270,534
                                                                     ------------      ------------

          Total liabilities and stockholders' equity                 $  2,429,128      $  2,715,130
                                                                     ============      ============
</TABLE>






                                        3


<PAGE>


                        PACIFICHEALTH LABORATORIES, INC.
                            STATEMENTS OF OPERATIONS
          FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                     2003          2002
                                                                  ----------    ----------
<S>                                                               <C>           <C>
Revenues:
 Net product sales                                                $1,397,779    $1,156,930

Cost of goods sold:                                                  719,721       563,739
                                                                  ----------    ----------

Gross profit                                                         678,058       593,191

Selling, general and administrative expenses                         997,703       817,595
Research & development expenses                                       87,291        22,838
Depreciation expense                                                  14,117         9,214
                                                                  ----------    ----------
                                                                   1,099,111       849,647
                                                                  ----------    ----------

Net operating loss                                                  (421,053)     (256,456)
                                                                  ----------    ----------

Other income (expense)
 Interest income                                                         944         5,856
 Interest expense                                                       (994)         (725)
                                                                  ----------    ----------
                                                                         (50)        5,131
                                                                  ----------    ----------

Loss before income taxes                                            (421,103)     (251,325)

Provision (benefit) for income taxes                                    -             -
                                                                  ----------    ----------

Net loss                                                          $ (421,103)   $ (251,325)
                                                                  ==========    ==========

Basic and diluted loss per share                                  $    (0.07)   $    (0.04)
                                                                  ==========    ==========

Weighted average common shares - Basic                             6,115,170     6,039,203
                                                                  ==========    ==========
</TABLE>







                                        4
<PAGE>


                        PACIFICHEALTH LABORATORIES, INC.
                            STATEMENTS OF CASH FLOWS
          FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                         2003            2002
                                                                       --------       ----------
<S>                                                                    <C>            <C>
Cash flows from operating activities:
   Net loss                                                             (421,103)       (251,325)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
        Depreciation                                                      14,117           9,214
        Intrinsic value of stock options granted                           5,824           8,740
     Changes in assets and liabilities:
        Decrease (Increase) in accounts receivable                      (362,080)       (526,594)
        Decrease (Increase) in inventories                               466,957          11,224
        Decrease (Increase) in prepaid expenses                           (4,475)        (74,555)
        Decrease (Increase) in deposits                                  (45,733)           -
        Increase (Decrease) in accounts payable/accrued expenses         165,403         217,508
        Increase (Decrease) in other current liabilities                 (16,149)           -
                                                                       ---------      ----------

Net cash used in operating activities                                   (197,239)       (605,788)
                                                                       ---------      ----------


Cash flows from investing activity:
     Purchase of fixed assets                                             (1,865)         (5,432)
                                                                       ---------      ----------
Net cash used in investing activity                                       (1,865)         (5,432)
                                                                       ---------      ----------

Cash flows from financing activities:
     Repayments of notes payable                                         (21,035)        (16,964)
     Common stock options/warrants exercised                               1,060            -
                                                                       ---------      ----------
Net cash used in financing activities                                    (19,975)        (16,964)
                                                                       ---------      ----------

Net decrease in cash                                                    (219,079)       (628,184)

Cash, beginning balance                                                  628,436       1,848,847
                                                                       ---------      ----------

Cash, ending balance                                                   $ 409,357      $1,220,663
                                                                       =========      ==========
</TABLE>








                                        5

<PAGE>
                        PACIFICHEALTH LABORATORIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (UNAUDITED)

1. Basis of Presentation:

      The accompanying unaudited financial statements have been prepared in
      accordance with accounting principles generally accepted in the United
      States of America for interim financial information and with the
      instructions for Form 10-QSB and Item 310 of Regulation S-B. 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 (consisting of
      normal recurring accruals) considered necessary for a fair presentation
      have been included. Operating results for the three months ended March 31,
      2003 are not necessarily indicative of the results that may be expected
      for the year ending December 31, 2003. The unaudited financial statements
      should be read in conjunction with the financial statements and footnotes
      thereto included in the Company's annual report on Form 10-KSB for the
      year ended December 31, 2002.

2. Inventories

      As of March 31, 2003 and December 31, 2002, inventories consist of the
following:

                                        2003                     2002
                                        ----                     ----
      Raw Materials                  $   11,366               $    3,228
      Packaging supplies                 38,478                   39,341
      Finished goods                  1,020,983                1,495,215
                                     ----------               ----------

                                     $1,070,827               $1,537,784
                                     ==========               ==========

3. Stock Based Compensation

      The Company granted 20,000 Incentive Stock Options (ISOs) to employees
      during the first three months of 2003 with an exercise price of $1.92.
      10,000 of these options vest during the first quarter 2004 and 10,000 of
      these options vest during the first quarter 2005. The exercise price for
      all 20,000 options was equal to the fair market value of the common stock
      on the date of grant. Since the Company accounts for its options under APB
      No. 25, no compensation expense was recognized.

      The Company also granted 2,000 stock options to consultants during the
      first three months of 2003. All 2,000 options vested upon grant with
      exercise prices ranging from $2.07 per share to $2.15 per share. These
      options were determined to have a value of $3,143 for the three months
      ended March 31, 2003 and this amount was charged to operations and added
      to paid-in capital in accordance with SFAS 123. In addition, 10,000
      options issued to consultants expired during the first three months of
      2003.

      The following table illustrates the effect on net (loss) income and
      earnings per share if the fair value based method had been applied to all
      awards:
<TABLE>
<CAPTION>
                                                                      Quarter Ended March 31,
                                                                            2002         2003
                                                                       ---------    ---------
      <S>                                                              <C>          <C>
      Reported net (loss) income                                       $(421,103)   $(251,325)
      Stock-based employee compensation expense included in
         reported net loss, net of related tax effects                   - 0 -        - 0 -
      Stock-based employee compensation determined under the
         fair value based method, net of related tax effects             (65,973)     (20,381)
                                                                       ---------    ---------

      Pro forma net (loss) income                                      $(487,076)   $(271,706)
                                                                       =========    =========

      Basic and diluted (loss) per share:
         As reported                                                      ($0.07)      ($0.04)
         Pro forma                                                        ($0.08)      ($0.04)
</TABLE>





                                        6
<PAGE>

4. Income Taxes

      The Company has approximately $11,282,000 in Federal net operating loss
      carryovers that were generated through March 31, 2003 and are available to
      offset future taxable income in calendar years 2003 through 2023.

      The components of the Company's deferred tax assets as of March 31, 2003
      and December 31, 2002 are as follows:

                                               2003              2002
                                               ----              ----

      Net operating loss carry forwards     $ 4,209,000      $ 4,066,000
      Deferred charges                           45,000           45,000
      Valuation allowance                    (4,254,000)      (4,111,000)
                                            -----------      -----------
      Deferred tax asset                    $    -           $    -
























                                        7
<PAGE>

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

         This quarterly report on Form 10-QSB contains statements relating to
future results of the Company (including certain projections and business
trends) that are "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. These statements can be identified by
introductory words such as "expects", "plans", "intends", "believes", "will",
"estimates", "forecasts", "projects" or words of similar meaning, and by the
fact that they do not relate strictly to historical or current facts. Actual
outcomes and results may differ materially from what is expressed or implied in
our forward-looking statements. Among the factors that affect future results are
changes in political and economic conditions; demand for and market acceptance
of new and existing products, as well as other risks and uncertainties detailed
from time to time in the filings of the Company with the Securities and Exchange
Commission.


(a)      Introduction

         The Company was incorporated in April 1995 as a nutrition technology
company that researches, develops, and commercializes functionally unique
proprietary products for sports performance, weight loss and Type 2 diabetes.

         Sports Performance
         ------------------
         Our first sports performance product, ENDUROX(R), was introduced in
March 1996 with commercial sales beginning in May 1996. In March 1997, we
extended the ENDUROX line of products with ENDUROX EXCEL(R). In February 1999,
we introduced ENDUROX(R) R4(R) Performance/Recovery Drink to be taken following
exercise. In clinical studies performed or funded by the Company, ENDUROX R4 has
demonstrated a number of exercise-related benefits including enhanced
performance, extended endurance, and decreased post-exercise muscle damage. In
June 2001, we introduced ACCELERADE(R) Sports Drink, to be taken during exercise
using the same patented technology as ENDUROX R4. Research studies funded by the
Company have shown that ACCELERADE is significantly better than conventional
sports drinks in improving endurance during exercise. In the first quarter of
2003, we commenced test marketing of our ready-to-drink form of ACCELERADE in
the San Diego and Colorado Springs areas. The test market is expected to
continue through the 3rd quarter of 2003.

         Weight Loss
         -----------
         In weight loss, the Company has focused its research and development
efforts on development of novel nutritional compositions that stimulate the
body's major satiety peptide, or cholecystokinin (CCK). In April 2000, we
introduced our first weight loss product, SATIETROL(R), a natural appetite
control product based on this research. Clinical studies performed or funded by
the Company have shown that Satietrol, a pre meal beverage, can reduce hunger up
to 43% 3 1/2 hours after eating. In January 2001, we extended our weight loss
product line with the introduction of SATIETROL COMPLETE(R), a 220-calorie meal
replacement product that incorporates the patented SATIETROL technology. In June
2001, the Company signed an exclusive worldwide Licensing Agreement with
GlaxoSmithKline ("GSK") for its SATIETROL technology. Under the Agreement, the
Company received an initial payment of $1,000,000 and received a subsequent
milestone payment of $250,000. GSK subsequently canceled the Licensing Agreement
in September 2002 with all rights reverting to the Company. In the third quarter
of 2002, the Company funded clinical studies that confirmed an improvement in
the efficacy of SATIETROL. The Company will conduct further studies on SATIETROL
in 2003.







                                        8
<PAGE>

         Type 2 Diabetes
         ---------------
         Type 2 diabetes has become the fastest growing chronic condition in the
United States. Obesity and poor glucose regulation appear to be primary
characteristics of this condition. Research has suggested that cholecystokinin
(CCK) may play a role in insulin release and glucose regulation. The Company's
research in this area is to develop a nutritional product that can help Type 2
diabetics lose weight by controlling appetite while improving glucose
regulation. The Company expects to initiate clinical trials on a product for use
by Type 2 diabetics in the future.

(b) Results of Operations - Three Months Ended March 31, 2003 vs. March 31, 2002

         We recorded a net loss of ($421,103) or ($0.07) per share for the three
months ended March 31, 2003 compared to a net loss of ($251,325) or ($0.04) per
share for the three months ended March 31, 2002. The increase in the net loss
for the three-month period ended March 31, 2003 vs. the same period in 2002 is
due primarily to increases in marketing expenses and research and development
expenses as detailed below.

         Revenues in the three-month period ended March 31, 2003 increased 21%
to $1,397,779 from $1,156,930 for the same period in 2002. Revenues of our
Sports Performance products, which includes ENDUROX R4 and ACCELERADE, increased
26% for the three months ended March 31, 2003 compared to the same period in
2002 including an 84% increase in sales of our ACCELERADE Sports Drink. This is
due to continued brand awareness and product acceptance. Revenues from SATIETROL
decreased significantly in 2003 from 2002.

         Gross profit was $678,058 for the three months ended March 31, 2003
compared to $593,191 for the three months ended March 31, 2002. For the three
months ended March 31, 2003, gross profit margin was 48.5% compared to 51.3% for
the three months ended March 31, 2002. The primary reason for the decrease in
gross profit margin was due to slotting fees paid in the form of product for
getting our ACCELERADE product sold in 900 Rite Aid drug stores that feature a
special nutrition section.

         Selling, general, and administrative ("S, G, & A") expenses increased
to $997,703 for the three-month period ended March 31, 2003 from $817,595 for
the three-month period ended March 31, 2002. Our increased S, G, & A expenses
are due primarily to increases in advertising and marketing expenses as well as
additional salaries as we expand our marketing and sales team.

         Research and development expenses were $87,291 for the three months
ended March 31, 2003 compared to $22,838 for the three months ended March 31,
2002. The increase was due to research and development expenses associated with
the test market of a ready-to-drink form of our ACCELERADE product. We
anticipate research and development expenses will increase as we conduct
additional clinical trials on all of our products as we continue to seek out
additional patents and claims for our products.







                                        9
<PAGE>

(c) Liquidity and Capital Resources

         At March 31, 2003, the Company's current assets exceeded its current
liabilities by approximately $1.75 million with a ratio of current assets to
current liabilities of approximately 4.1 to 1. At March 31, 2003, cash on hand
was $409,356, a decrease of $219,079 from December 31, 2002, primarily because
of our net loss for the first quarter of 2003 as well as an increase of $362,080
in accounts receivable from December 31, 2002 that was offset by an increase in
accounts payable/accrued expenses of $165,403. Inventory levels decreased by
$466,957 at March 31, 2003 as compared to December 31, 2002, as we more
efficiently turned our inventory in the first quarter of 2003.

         The Company plans to finance its cash needs for the next twelve months
through improvements in operating results, securing an asset-based lending
facility, and seeking to raise equity capital.


ITEM 3. CONTROLS AND PROCEDURES

         Evaluation of disclosure controls and procedures. Based on their
evaluation of the Company's disclosure controls and procedures (as defined in
Rules 13a-14(c) and 15d-14(c) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) as of a date within 90 days of the filing
date of this Quarterly Report on Form 10-QSB, the Company's chief executive
officer and chief financial officer have concluded that the Company's disclosure
controls and procedures are designed to ensure that information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms and are operating in an effective
manner.

         Changes in internal controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
these controls subsequent to the date of their most recent evaluation.

II. OTHER INFORMATION

ITEM 1  LEGAL PROCEEDINGS

     None.

ITEM 2. CHANGES IN SECURITIES

(a), (b) Changes in Securities:

     None.

(c) Recent Sales of Unregistered Securities:

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.








                                       10
<PAGE>

ITEM 5. OTHER INFORMATION

     None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

     99.1 Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K:

     None.


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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.


                                         PACIFICHEALTH LABORATORIES, INC.


                                         By: STEPHEN P. KUCHEN
                                             ------------------------------
                                             STEPHEN P. KUCHEN

                                             Vice President (Principal Financial
                                             Officer and Principal Accounting
                                             Officer)

                                             Date: MAY 15, 2003
                                                   -------------------------











                                       11
<PAGE>




I, Robert Portman, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of PacificHealth
   Laboratories, 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 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 internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 15, 2003


ROBERT PORTMAN
-----------------------------------------------------
Robert Portman, Chief Executive Officer and President










                                       12
<PAGE>



I, Stephen P. Kuchen, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of PacificHealth
   Laboratories, 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 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 internal
   controls subsequent to the date of our most recent evaluation, including any
   corrective actions with regard to significant deficiencies and material
   weaknesses.

Date: May 15, 2003


    STEPHEN P. KUCHEN
------------------------------------------
Stephen P. Kuchen, Chief Financial Officer
and Vice President, Finance




                                       13