FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

(Mark One)

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934

For the quarterly period ended 06-30-98
                                       OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from ________ to ___________

Commission file number: 0-26868


                      LEXINGTON GLOBAL ASSET MANAGERS, INC.


DELAWARE                                                     22-3395036
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)


PARK 80 WEST PLAZA TWO
SADDLE BROOK, NJ 07663
201-845-7300


         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 ____


              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

         Indicate by check mark whether the  registrant  has filed all documents
and reports  required  to be filed by Section 12, 13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes ____ No ____

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

         Indicate the number of shares  outstanding of each of the  registrant's
classes of common stock, as of June 30, 1998.


                      Common Stock-$.01 Par Value Per Share
                          Authorized 15,000,000 Shares
                          5,060,887 Shares Outstanding



                                TABLE OF CONTENTS


         Part I.  Financial Information                                 

          Condensed Consolidated Statements of Financial Condition        
          Condensed Consolidated Statements of Operations                 
          Condensed Consolidated Statements of Cash Flows                 
          Notes to Condensed Consolidated Financial Statements            
          Management's Discussion and Analysis of Financial Condition
                       and Results of Operations                          

         Part II.  Other Information
                  Legal Proceedings and Exhibits                          

                                     

Part I.  Financial Information

Item I.  Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                                    6/30/1998     12/31/1997
                                                   (Unaudited)
Assets:
Cash and cash equivalents:
   Cash                                              $ 213,997      $ 193,383
   Money market accounts                             7,901,998      8,511,915
                                                   ------------   ------------
                                                     8,115,995      8,705,298
                                                   ------------   ------------

Receivables:
   Investment advisory and management fees           1,095,487      1,233,377
   Due from funds and other                            551,380        596,333
                                                   ------------   ------------
                                                     1,646,867      1,829,710
                                                   ------------   ------------
Marketable securities                                1,484,535      1,524,788
Prepaid expenses                                     2,006,425      1,708,122
Prepaid taxes                                            5,919          6,203
Fixed assets (net of accumulated depreciation
   and amortization)                                 1,270,427      1,384,772
Intangible assets (net of accumulated amortization)    186,575        194,676
Deferred income taxes                                1,719,189      1,938,213
Other assets                                           141,491        141,491
                                                   ------------   ------------
       Total assets                                $16,577,423   $ 17,433,273
                                                   ============   ============


Liabilities:
Accounts payable and other accrued expenses        $ 3,394,839    $ 4,437,585
Deferred income                                      2,017,793      1,626,123
Federal income taxes payable                           863,667        863,667
Other liabilities                                       11,021         10,579
                                                   ------------   ------------
       Total liabilities                             6,287,320      6,937,954
                                                   ------------   ------------
Minority interest                                      413,128        405,058

Stockholders' Equity:
Common stock, $.01 par value; 15,000,000 
   authorized shares; 5,487,887 issued                  54,879         54,879
Additional paid-in capital                          21,706,079     21,708,142
Accumulated deficit                                 (8,938,884)    (9,345,918)
Deferred Compensation                               (1,434,599)    (1,654,342)
Treasury stock at cost                              (1,510,500)      (672,500)
                                                   ------------   ------------
       Total stockholders' equity                    9,876,975     10,090,261
                                                   ------------   ------------

       Total liabilities and stockholders' equity  $16,577,423   $ 17,433,273
                                                   ============   ============


See  accompanying  notes  to the  condensed  consolidated  financial  statements
(Unaudited).

                                         
<TABLE>
<S>                                                         <C>            <C>             <C>           <C>   



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  (Unaudited)

                                                            Three Months Ended June 30       Six Months Ended June 30,
                                                                1998           1997             1998          1997

Revenues:
   Investment advisory:
      Mutual fund management fees (including approx.
           $86,936,  $152,236,  $186,740, and $286,624
            from related parties)                           $ 2,736,538    $ 3,006,519     $ 5,534,351    $ 5,926,718
      Mutual fund commissions                                    19,832         10,426          48,948         29,075
      Other management fees (including approximately
          $769,699,  $637,402,  $1,484,338,
           and $1,275,175 from related parties)               2,018,337      1,706,455       3,910,783      3,341,500
   Commissions income                                            28,603         36,858          51,976         69,471
   Other income/(loss)                                          (61,331)       230,890         130,726        436,481
                                                            -----------    -----------     -----------    -----------
        Total revenues                                        4,741,979      4,991,148       9,676,784      9,803,245
                                                            -----------    -----------     -----------    -----------

Expenses:
   Salaries and other compensation                            2,320,605      2,107,335       4,756,394      4,371,083
   Selling and promotional                                      271,734        326,141         495,632        565,125
   Administrative and general                                 1,809,785      1,402,390       3,670,586      2,437,366
                                                            -----------    -----------     -----------    -----------
        Total expenses                                        4,402,124      3,835,866       8,922,612      7,373,574
                                                            -----------    -----------     -----------    -----------
        Income before income taxes and minority interest        339,855      1,155,282         754,172      2,429,671

Provision for income  taxes
   Current                                                       73,636        114,633         120,044        167,666
   Deferred                                                      84,332         96,228         219,024        566,524
                                                            -----------    -----------     -----------    -----------
        Total provision                                         157,968        210,861         339,068        734,190
                                                            -----------    -----------     -----------    -----------
        Income before minority interest                         181,887        944,421         415,104      1,695,481
Minority interest                                                 7,440         12,639           8,070         24,735
                                                            -----------    -----------     -----------    -----------
        Net income                                            $ 174,447      $ 931,782       $ 407,034    $ 1,670,746
                                                            ===========    ===========     ===========    ===========

Earnings per share:
   Basic earnings per share                                       $0.03          $0.17           $0.08          $0.30
                                                             ===========    ===========     ===========    ===========
   Diluted earnings per share                                     $0.03          $0.17           $0.08          $0.30
                                                             ===========    ===========     ===========    ===========

   Average shares outstanding during the period               5,103,634      5,400,041       5,142,528      5,443,169
                                                             ===========    ===========     ===========    ===========




           See  accompanying  notes  to  the  condensed  consolidated  financial
statements (Unaudited).

</TABLE>

                                         

<TABLE>
<S>                                                                          <C>               <C>   

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

                                                                               Six Months Ended June 30,
                                                                              1998               1997
                                                                              ----               ----

Cash flows from operating activities:
Net income                                                                    $ 407,034        $ 1,670,746
Adjustments to reconcile net income to net cash provided
   by (used in) operating activities:
      Depreciation and amortization                                             163,552            161,596
      Deferred income taxes                                                     219,024            566,524
      Minority interest                                                           8,070             24,735
      Compensation expense - stock options                                      308,430                  -
Change in assets and liabilities
      Receivables                                                               182,843           (203,744)
      Marketable securities                                                      40,253           (452,439)
      Prepaid expenses                                                         (298,303)          (985,250)
      Prepaid taxes                                                                 284              1,541
      Accounts payable and accrued expenses                                  (1,042,746)          (605,702)
      Federal income taxes payable                                                    -               (907)
      Deferred management fees                                                  391,670            297,838
      Other, net                                                                    442             24,282
                                                                         ---------------    ---------------
Net cash provided by (used in) operating activities                             380,553            499,220

Cash flows from investing activities:
      Purchases of furniture, equipment and leasehold
         improvements                                                           (41,106)          (267,379)
                                                                         ---------------    ---------------
Net cash used in investing activities                                           (41,106)          (267,379)

Cash flows from financing activities:
      Purchase of treasury stock                                               (928,750)        (1,236,625)
                                                                         ---------------    ---------------
Net cash used in financing activities                                          (928,750)        (1,236,625)
Net decrease in cash and cash equivalents                                      (589,303)        (1,004,784)
Cash and cash equivalents, beginning of period                                8,705,298          7,529,824
                                                                         ---------------    ---------------
Cash and cash equivalents, end of period                                    $ 8,115,995        $ 6,525,040
                                                                         ===============    ===============



          See  accompanying  notes  to  the  condensed   consolidated  financial
statements (Unaudited).

</TABLE>

   
                                    


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.  Basis of Presentation:

The interim  financial  information  presented is  unaudited.  In the opinion of
Company  management,  all  adjustments,  (consisting  only of  normal  recurring
accruals),  necessary to present  fairly the  condensed  consolidated  financial
position and the results of  operations  for the interim  period have been made.
The  financial  statements  should  be read in  conjunction  with the  financial
statements  and related notes in the Company's  1997 Annual Report on Form 10-K.
The results of operations for the interim period  presented are not  necessarily
indicative of the results to be expected for the full year.


2.  Common Stock Buy-Back Program

On March 7,  1997 the  Board of  Directors  of the  Company  authorized  a share
repurchase  program of up to 750,000 shares.  Repurchases will be made from time
to time in the open  market or  through  privately  negotiated  transactions  at
market price. The stock repurchase plan has a term of three years.  During 1997,
the Company repurchased 313,000 shares of stock for a total of $2,280,375.  Also
during 1997, 233,000 treasury shares were awarded under the Company's Restricted
Stock  Award Plan.  In the first half of 1998,  the  Company  purchased  125,000
shares of its stock for a total of $928,750. During this period, 11,000 treasury
shares were awarded under the Company's Restricted Stock Award Plan.


3.  Changes in Accounting Principles

In June 1997,  FASB  issued  SFAS No.  131,  "Disclosures  about  Segments of an
Enterprise and Related Information".  SFAS No. 131 establishes standards for the
way a public  enterprise  reports  information  about operating  segments in its
annual and interim  financial  statements.  It also  establishes  standards  for
related  disclosures  about  products and services,  geographic  areas and major
customers.  Generally,  financial information will be required to be reported on
the basis used by management for evaluating segment performance and for deciding
how to allocate  resources  to segments.  SFAS No. 131 is  effective  for fiscal
years  beginning  after  December  15,  1997 and need not be  applied to interim
reporting  in the initial  year of  adoption.  The Company  intends to adopt the
provisions  of  SFAS  No.  131 in its  December  31,  1998  annual  consolidated
financial statements,  however, management of the Company has not yet determined
what additional information, if any, will need to be reported.



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

Management's Discussion and Analysis contained in the Company's Annual Report on
Form 10-K for December 31, 1997 is  incorporated  herein by reference and should
be read in conjunction with the following.

June 30, 1998 Compared to June 30, 1997

The  consolidated  net income for the six  months  ended June 30,  1998 was $0.4
million,  or $0.08 per share,  compared to $1.7 million,  or $0.30 per share for
the first six months of 1997.

Total assets  under  management  at June 30, 1998 were $3.5 billion  compared to
$3.4  billion at June 30,  1997.  Total  revenues of $9.7  million are down $0.1
million  compared  to $9.8  million  in the first  half of 1997.  The West Coast
operations  recorded $2.0 million in revenues in the first half of 1998 and $1.6
million in the first half of 1997.

 Mutual fund management  fees, the Company's  largest revenue source,  decreased
$0.4 million to $5.5 million in the first half of 1998  compared to $5.9 million
in the  first  half of 1997.  These  revenues  decreased  as a result  of a $0.1
billion decline in mutual fund assets under  management and the shift in average
net assets under  management  from some of the Company's  higher priced products
(emerging  markets and  precious  metals) to some of the lower  priced  products
(domestic  equity  and  fixed  income)  and  to  products  with  shared  revenue
arrangements  (sub-advisory  relationships).  This shift occurred as a result of
relative  investment   performance  and  changing  investor   preferences  which
currently appear to favor U.S. capital markets over some of the foreign markets,
particularly the emerging markets.

Other  management  fees of $3.9 million are up $0.6 million from $3.3 million in
the first half of 1997. The West Coast operations  accounted for $0.4 million of
the increase due to continued  increases in assets under  management  associated
with the continuing  strength of the U.S.  equity  markets.  Institutional  fees
contributed  $0.1  million of the  increase  due to a $0.1  billion  increase in
assets under  management.  Other income  decreased  $0.3 million to $0.1 million
compared to $0.4 million in the first half of 1997. This decrease is a result of
unrealized  depreciation  of $0.1  million  for six months  ended June 30,  1998
versus unrealized appreciation of $0.2 million for the first six months of 1997.
The unrealized  appreciation/depreciation  stems from investments in a number of
the products managed by the Company.

Total  expenses of $8.9  million are $1.5 million  above total  expenses of $7.4
million in the first half of 1997. The total expense  increase was primarily due
to  administrative  and general  expenses of $3.7 million which are $1.2 million
above $2.4 the first half of 1997. Of this increase,  $1.0 million  derives from
an  administrative  contract with Select  Advisors  ("Select") for the Company's
West Coast  operations.  This contract was part of the  reorganization  of these
operations,  which  occurred  in 1996.  Under the  administrative  contract  the
Company pays fees to Select for administrative and support services for the West
Coast  clients.  Because the West Coast clients are billed  annually in advance,
the expenses incurred for the administrative contract are deferred and amortized
evenly over a  twelve-month  period.  Expenses in the first half of 1998 include
amortization  of the contract  expense  across the entire client base.  Prior to
September 30, 1996, the date of the West Coast  reorganization,  a subsidiary of
the Company was  performing  all  administrative  services and therefore did not
incur a fee to  Select.  In 1997 the  Company  benefited  from the fact  that no
administrative  fees were  charged  for those  accounts  which  entered  into or
renewed advisory agreements prior to the West Coast  reorganization on September
30, 1996.  Sub-advisory  fees associated with mutual fund revenue increased $0.1
million from last year,  primarily  due to the increase in average net assets in
the Lexington Troika Dialog Russia fund, which has a shared revenue arrangement.

Total  personnel  costs of $4.8  million are $0.4  million  higher than the $4.4
million recorded in the first half of 1997. Of this increase, approximately $0.3
million is due to the  amortization  of  restricted  stock issued to certain key
executive  employees in 1997 and 1998.  In  addition,  salaries  increased  $0.1
million due to annual salary increases.

Selling and  promotional  costs of $0.5 million  decreased $0.1 million from the
$0.6 million recorded in the first half of 1997. The decrease is attributable to
a decrease  in  advertising  and sales  literature  expenses,  reflecting  LMC's
greater use of in-house public relations to market its mutual funds.

Pre-tax income of $0.8 million decreased $1.6 million from $2.4 million recorded
in the first half of 1997.  The provision for state and federal taxes  decreased
$0.4  million due to the  decrease  in taxable  income.  The  Company  used $0.3
million  in NOLs in the  first  half of  1998,  and the  Company  has  remaining
approximately  $1.8 million which are available to offset future  taxable income
and which expire over the period 2003 through 2012.


Three Months Ended June 30, 1998 and 1997

The  consolidated  net income for the three  months ended June 30, 1998 was $0.2
million, compared to $0.9 million for the second quarter of 1997.

Total  revenues of $4.7 million are 6% below the second quarter of 1997 when the
Company recorded  revenues of $5.0 million.  The West Coast operations  recorded
$1.0  million in revenues in the second  quarter of 1998 and $0.8 million in the
second quarter of 1997.  Excluding the West Coast operations,  total revenues of
$3.7 million are $0.5 million below the second quarter of 1997 ($4.2 million).

Mutual fund  management  fees of $2.7 million were $0.3 million below the second
quarter of 1997.  Mutual fund assets under  management are $0.1 billion lower at
June 30, 1998 than at June 30, 1997. The most  significant  decline  occurred in
the Lexington  Worldwide  Emerging  Markets fund which dropped $159 million from
the June 30, 1997 figure of $256 million.  Other management fees of $2.0 million
are up $0.3 million  from $1.7 million in the prior year period.  The West Coast
accounts  for $0.2 million of the  increase,  due to an increase in assets under
management  in this  segment of $0.1  billion.  The  remainder  of the  increase
results from the Company's  institutional  asset  management fees as a result of
increases in assets under  management.  Other income of negative $0.1 million is
$0.3  million  below  the  second  quarter  of  1997  and  reflects   unrealized
depreciation on the Company's  investment  accounts.  For the three months ended
June  30,  1998,  unrealized  depreciation  totaled  $0.2  million  compared  to
unrealized  appreciation  of $0.1  million for the second  quarter of 1997.  The
unrealized  appreciation/depreciation  stems from investments in a number of the
products managed by the Company.

Total  expenses of $4.4  million are $0.6 million  above total  expenses of $3.8
million in the second  quarter of 1997. Of this increase,  $0.4 million  derives
from  an  administrative  contract  with  Select  Advisors  ("Select")  for  the
Company's West Coast operations. This contract was part of the reorganization of
these operations,  which occurred in 1996. Under the administrative contract the
Company pays fees to Select for administrative and support services for the West
Coast  clients.  Because the West Coast clients are billed  annually in advance,
the expenses incurred for the administrative contract are deferred and amortized
evenly over a  twelve-month  period.  The second  quarter 1998 expense  includes
amortization  of the contract  expense  across the entire  client  base.  In the
second  quarter  of  1997,   the  Company   benefited  from  the  fact  that  no
administrative  fees were charged in 1997 for those  accounts which entered into
or renewed advisory  agreements in the first nine months of 1996; i.e., prior to
September 30, 1996, the date of the West Coast reorganization.  The remainder of
the expense  increase ($0.2 million) was a result of increased  personnel  costs
including the amortization of expense associated with the granting of restricted
stock in 1997 and 1998.

Profit  before tax  amounted to $0.3  million,  down $0.9  million from the $1.2
million  recorded in the second  quarter of 1997.  The  provision  for state and
federal taxes  decreased  $0.1 million to $0.2 million in the second quarter due
to lower taxable income.


Effects of Inflation

The Company does not believe that inflation has had a significant  impact on the
operations of the Company to date.  The Company's  assets  consist  primarily of
cash and  investments  which are  monetary  in  nature.  However,  to the extent
inflation results in rising interest rates with the attendant adverse effects on
the securities  markets and on the values of  investments  held in the Company's
accounts,  inflation may adversely affect the Company's  financial  position and
results of operations. Inflation also may result in increased operating expenses
(primarily  personnel-related  costs) that may not be readily recoverable in the
fees charged by the Company.

Liquidity and Financial Condition

The  Company's   business  typically  does  not  require   substantial   capital
expenditures.  The most  significant  investments  are in technology,  including
computer equipment and telephones.

Historically,  the  Company  has been  cash  self-sufficient.  Cash  flows  from
operations have ranged between inflows of $3.7 million and $1.5 million over the
past three  years.  In the first half of 1998 the Company had cash  inflows from
operations of $0.4 million. The major source of this cash inflow was net income.

Net cash from investing  activities  have ranged between inflows of $0.5 million
and outflows of $0.5  million  over the past three years.  Outflows of cash from
investing  activities  were just  marginally  negative in the first half of 1998
reflecting the purchase of computer equipment.

Cash flows from financing  activities  consistently  have been negative over the
past three  years.  On March 7, 1997,  the  Company  announced  a 750,000  share
repurchase program under which the Company may repurchase its stock from time to
time in the open market or through privately  negotiated  transactions at market
prices.  The stock  repurchase plan has a term of three years.  During 1997, the
Company  repurchased  313,000 shares of its stock for a total of $2,280,375.  In
the first half of 1998, the Company  purchased 125,000 shares of its stock for a
total of  $928,750.  The  Company  may in the future  issue debt  securities  or
preferred stock or enter into loan or other agreements that restrict the payment
of dividends on and repurchase of the Company's capital stock.

Historically,  the Company has maintained a substantial  amount of liquidity for
purposes of meeting regulatory  requirements and potential business demands.  At
June  30,  1998  the  Company  had $8.1  million  of cash and cash  equivalents.
Management  believes  the  Company's  cash  resources,  plus  cash  provided  by
operations,  are  sufficient  to meet  the  Company's  foreseeable  capital  and
liquidity  requirements.  As a result  of the  holding  company  structure,  the
Company's  cash flows will depend  primarily on  dividends or other  permissible
payments from its subsidiaries.  The Company has no standby  lines-of-credit  or
other similar arrangements.

LFD,  as  a  registered  broker-dealer,   had  federal  and  state  net  capital
requirements  at June 30, 1998 of $25,000.  The aggregate net capital of LFD was
$0.3 million at June  30,1998.  LMC,  MSR, and MSRI,  as  registered  investment
advisors,  must meet net capital  requirements  imposed at the Federal and state
levels.

Stockholders'  equity on June 30,  1998  decreased  to $9.9  million  from $10.1
million at  December  31,  1997  primarily  as a result of the  purchase of $0.9
million of treasury shares offset partially by the Company's $0.4 million in net
income and amortization of $0.3 million of deferred compensation.

Management  believes that the Company's  liquid assets and its net cash provided
by operations will enable it to meet any foreseeable cash requirements.

Year 2000

The Company,  like most  commercial  and financial  institutions,  is working to
ensure that its operating and processing  systems will,  along with those of its
service providers,  continue to function when the year 2000 arrives. The Company
has developed  and  implemented  a  comprehensive  plan to complete all internal
system conversions by the end of 1998.

A significant  part of the plan  involves  upgrading  current  software to newer
versions  which are fully Year 2000  compliant.  To date,  most of the Company's
current  software  systems  are  fully  compliant.  Based  on this  plan,  it is
estimated  that  incremental  expenses to the Company for the Year 2000  project
will be nominal. In addition, the Company is keeping apprised of the progress of
outside vendors' plans to become Year 2000 compliant.

Forward Looking Statements

Some of the statements included within Management's  Discussion and Analysis may
be  considered  to be forward  looking  statements  which are subject to certain
risks and uncertainties.  Factors which could cause the actual results to differ
materially  from those  suggested by such  statements are described from time to
time in the  Company's  Annual  Report on Form 10-K and other  filings  with the
Securities and Exchange Commission.



Part II.  Other Information

Item 1.  Legal Proceedings

     None

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

   (a)      Date of Meeting:  May 13, 1998 Annual Meeting of Stockholders

   (b) Matters voted on and number of affirmative/negative votes:

         1.  Election of Directors:
              Sion A. Boney, Haynes G. Griffin, Robert M. DeMichele

              For All Directors:  4,974,937      Withheld Authority:  71,577

         2.  Ratification  of the selection of KPMG Peat Marwick  L.L.P.  as the
independent auditors for the current calendar year.

      Votes:                For              Against           Abstain
                         5,043,388             234              2,892

Item 5.  Other Information

Subsequent to June 30, 1998, the Company received verbal  notification  that its
advisory  relationship with one of its larger accounts will be terminated in the
fourth  quarter of 1998.  Assets under  management  in this  account  amounts to
approximately $327 million as of June 30, 1998 and annualized revenues from this
account are approximately $1.2 million.


Item 6. Exhibits and Reports on Form 8-K

   (a)      List of Exhibits
No.  27  Financial  Data  Schedule  (filed  with  the  Securities  and  Exchange
Commission)

Other Items under Part II have been  omitted  since they are either not required
or are not applicable.


                                   SIGNATURES 

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


LEXINGTON GLOBAL ASSET MANAGERS, INC.

By: /s/Richard M. Hisey
__________________________
RICHARD M. HISEY
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER

Date: 8-14-98