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ELECTRIC LIGHTWAVE, INC.   FORM 10-Q


















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

                                FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000



<PAGE>





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


                                    FORM 10-Q


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

For the quarterly period ended June 30, 2000

                                       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 0-23393


                            ELECTRIC LIGHTWAVE, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                                       93-1035711
    (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                        Identification No.)


                                3 HIGH RIDGE PARK
                                 P. O. BOX 3801
                               STAMFORD, CT 06905
               (Address, zip code of principal executive offices)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (203) 614-5600

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  twelve 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 ninety days.

                                 YES |X| NO |_|

The number of shares outstanding of the registrant's class of common stock as of
July 26, 2000 were:

                         COMMON STOCK CLASS A  9,602,428
                         COMMON STOCK CLASS B 41,165,000


<PAGE>


<TABLE>
INDEX
<CAPTION>

                                                                              Page No.
PART I.    FINANCIAL INFORMATION

<S>        <C>                                                                  <C>
  ITEM 1.  FINANCIAL STATEMENTS
           Balance Sheets at June 30, 2000 and December 31, 1999 (unaudited)     2
           Statements of Operations for the Three and Six months ended           3
               June 30, 2000 and 1999 (unaudited)
           Condensed Statements of Cash Flows for the Six months ended           4
               June 30, 2000 and 1999 (unaudited)
           Notes to Financial Statements                                         5

  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION           9
           AND RESULTS OF OPERATIONS
                                                                                16
  ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
PART II.   OTHER INFORMATION                                                    17

SIGNATURES                                                                      19
</TABLE>




                                      -1-

<PAGE>


Electric Lightwave, Inc.
                         PART I. FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS
----------------------------------

<TABLE>
<CAPTION>
BALANCE SHEETS
(In thousands except share data)
--------------------------------
(Unaudited)

                                                                    June 30,   December 31,
Assets                                                                2000         1999
                                                                   ---------    ---------
<S>                                                                <C>          <C>
Current assets:
     Cash ......................................................   $  21,027    $  21,378
     Trade receivables, net ....................................      30,344       39,952
     Other receivables .........................................       6,549        6,239
     Other current assets ......................................       3,439        2,846
                                                                   ---------    ---------
        Total current assets ...................................      61,359       70,415
                                                                   ---------    ---------
Property, plant and equipment ..................................     936,368      771,947
Less accumulated depreciation and amortization .................    (101,561)     (76,288)
                                                                   ---------    ---------
     Property, plant and equipment, net ........................     834,807      695,659
                                                                   ---------    ---------
Other assets ...................................................       7,571        9,160
                                                                   ---------    ---------
        Total assets ...........................................   $ 903,737    $ 775,234
                                                                   =========    =========

Liabilities and Shareholders' Equity (Deficit)
Current liabilities:
     Accounts payable and accrued liabilities ..................   $  66,978    $  61,066
     Current portion of long-term obligations ..................      28,901       25,105
     Due to Citizens Communications Company ....................       6,823       14,650
     Other accrued taxes .......................................      15,136       11,153
     Interest payable ..........................................       9,759        4,950
     Other current liabilities .................................       5,275        3,314
                                                                   ---------    ---------
        Total current liabilities ..............................     132,872      120,238

Deferred revenue ...............................................      14,141        6,888
Other long-term liabilities ....................................         970          952
Deferred income taxes payable ..................................       3,139        2,658
Capital lease obligations ......................................     120,154       39,997
Long-term debt .................................................     679,000      585,000
                                                                   ---------    ---------
        Total liabilities ......................................     950,276      755,733
                                                                   ---------    ---------

Shareholders' equity (deficit):
     Common stock issued, $.01 par value
        Class A, authorized 110,000,000 shares, 9,319,297 shares
            and 8,966,276 shares issued and outstanding at
            June 30, 2000 and December 31, 1999, respectively ..          93           90
        Class B, authorized 60,000,000 shares, 41,165,000 shares
            issued and outstanding at June 30, 2000 and
            December 31, 1999 ..................................         412          412
     Additional paid-in-capital ................................     330,531      326,477
     Deficit ...................................................    (377,575)    (307,478)
                                                                   ---------    ---------
        Total shareholders' equity (deficit) ...................     (46,539)      19,501
                                                                   ---------    ---------

        Total liabilities and shareholders' equity (deficit) ...   $ 903,737    $ 775,234
                                                                   =========    =========


</TABLE>

                             See accompanying notes
                                      -2-

<PAGE>



STATEMENTS OF OPERATIONS
(In thousands, except per-share amounts)
----------------------------------------
(Unaudited)

<TABLE>
<CAPTION>

                                            For the three months       For the six months
                                               ended June 30,            ended June 30,
                                           ----------------------    ----------------------
                                              2000         1999         2000         1999
                                           ---------    ---------    ---------    ---------

<S>                                        <C>          <C>          <C>          <C>
Revenue ................................   $  60,620    $  46,095    $ 117,398    $  84,311
                                           ---------    ---------    ---------    ---------

Operating expenses:
     Network access ....................      18,294       23,702       38,990       48,926
     Operations ........................      13,446        9,633       25,021       18,667
     Selling, general and administrative      30,315       29,447       61,487       56,214
     Depreciation and amortization .....      14,721        8,150       27,476       15,144
                                           ---------    ---------    ---------    ---------
        Total operating expenses .......      76,776       70,932      152,974      138,951
                                           ---------    ---------    ---------    ---------

     Loss from operations ..............     (16,156)     (24,837)     (35,576)     (54,640)

Interest expense .......................      18,662        8,066       33,858       13,167
Loss on disposal of assets .............         209          195          775          195
Interest income and other ..............        (315)        (193)        (593)        (515)
                                           ---------    ---------    ---------    ---------

     Net loss before income taxes ......     (34,712)     (32,905)     (69,616)     (67,487)

Income tax expense .....................         246          300          481          670
                                           ---------    ---------    ---------    ---------

     Net loss ..........................   $ (34,958)   $ (33,205)   $ (70,097)   $ (68,157)
                                           =========    =========    =========    =========

Net loss per common share:
     Basic .............................   $   (0.69)   $   (0.67)   $   (1.39)   $   (1.37)
     Diluted ...........................   $   (0.69)   $   (0.67)   $   (1.39)   $   (1.37)

Weighted average shares outstanding ....      50,418       49,822       50,289       49,812
</TABLE>



                             See accompanying notes
                                      -3-
<PAGE>



CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
--------------
(Unaudited)

<TABLE>
<CAPTION>
                                                            For the six months
                                                              ended June 30,
                                                          ----------------------
                                                            2000          1999
                                                          ---------    ---------

<S>                                                       <C>          <C>
Net cash used for operating activities ................   $ (18,349)   $ (55,455)
                                                          ---------    ---------

Cash flows used for investing activities:
     Capital expenditures .............................     (69,884)    (108,458)
                                                          ---------    ---------

Cash flows from financing activities:
     Revolving bank credit facility proceeds ..........     104,000      156,000
     Revolving bank credit facility repayments ........     (10,000)    (310,000)
     Note issuance ....................................        --        325,000
     Reduction of capital lease obligation ............      (9,576)        (172)
     Other ............................................       3,458       (1,846)
                                                          ---------    ---------
        Net cash provided by financing activities .....      87,882      168,982
                                                          ---------    ---------

Net increase (decrease) in cash .......................        (351)       5,069

Cash at January 1, ....................................      21,378       13,120
                                                          ---------    ---------
Cash at June 30, ......................................   $  21,027    $  18,189
                                                          =========    =========





Supplemental cash flow information:
     Cash paid for interest, net of capitalized portion   $  26,381    $  11,210
     Non-cash increase in capital lease asset .........   $  96,510    $  45,195

</TABLE>

                             See accompanying notes
                                      -4-


<PAGE>



                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a. BASIS OF PRESENTATION AND USE OF ESTIMATES

     Electric  Lightwave,  Inc. is  referred  to as "we",  "us" or "our" in this
     report. We have prepared these unaudited financial statements in accordance
     with generally accepted accounting  principles (GAAP) for interim financial
     information  and with the  instructions  to Form  10-Q  and  Article  10 of
     Regulation  S-X.   Accordingly,   we  have  condensed  or  omitted  certain
     information  and  footnote  disclosures.  In our opinion,  these  financial
     statements  include all  adjustments  and recurring  accruals  necessary to
     present fairly the results for the interim periods shown.

     Preparing financial  statements in conformity with GAAP requires us to make
     estimates and assumptions which affect the amounts of assets,  liabilities,
     revenue and expenses we have  reported  and our  disclosure  of  contingent
     assets and liabilities at the date of the financial statements. The results
     of the interim  periods are not  necessarily  indicative of the results for
     the  full  year.  We  have  made  certain   reclassifications  of  balances
     previously   reported  to  conform  to  the  current  financial   statement
     presentation.  You should read these  financial  statements in  conjunction
     with the audited financial statements and the related notes included in our
     Annual Report on Form 10-K for the year ended December 31, 1999.

     b. CAPITALIZED INTEREST

     Property,  plant and equipment  includes interest costs capitalized  during
     the   installation   and   expansion   of  our   communications   networks.
     Approximately  $1,237,000 and $2,949,000 of interest costs were capitalized
     in the  three  months  ended  June 30,  2000 and  1999,  respectively,  and
     approximately  $3,270,000 and $6,167,000 were capitalized in the six months
     ended June 30, 2000 and 1999, respectively.

     c. REVENUE  RECOGNITION

     We recognize  revenue from  communications  services  when the services are
     provided.  Amounts  received from long-term leases of fiber optic cable are
     included in deferred  revenue and are  amortized on a  straight-line  basis
     over the terms of the related leases.

     d. NET LOSS PER SHARE

     We follow the  provisions  of Statement of Financial  Accounting  Standards
     (SFAS) 128, "Earnings Per Share" which requires  presentation of both basic
     and  diluted  earnings  per share  (EPS) on the face of the  Statements  of
     Operations.  Basic EPS excludes dilution and is computed using the weighted
     average number of common shares  outstanding during the period. The diluted
     EPS calculation assumes that all stock options or contracts to issue common
     stock were exercised or converted into common stock at the beginning of the
     period.  We have excluded certain common stock equivalents from our diluted
     EPS  calculation  during the quarters ended June 30, 2000 and 1999 as their
     effect would have reduced our net loss per share.


                                      -5-
<PAGE>



2.   EXIT COSTS

     In the third quarter 1999, we announced two strategic decisions that led to
     $1.5  million in employee  severance  and facility  shutdown  costs that we
     recorded in selling,  general and administrative  expense in our Statements
     of Operations  for the year ended December 31, 1999. On August 24, 1999, we
     announced  that  we  were   eliminating   our  prepaid   calling  card  and
     videoconferencing  products,  effective  November 1, 1999.  On September 1,
     1999, we announced  that we were  consolidating  our national  retail sales
     efforts  in Dallas and  closing  six retail  sales  offices in the  eastern
     United  States by  October  8,  1999.  We have  maintained  all of our data
     points-of-presence  and wholesale sales offices. In the first half of 2000,
     we  incurred  additional  exit  costs  of $0.4  million  related  to  these
     decisions that we recorded in selling,  general and administrative  expense
     in our Statements of Operations.

     As a result of both of these  decisions,  we  eliminated 63 sales and sales
     support positions,  and incurred charges relating to employee severance and
     facility shutdown costs of $0.9 million and $1.0 million, respectively. The
     balance  of the exit  cost  accrual  at June 30,  2000 of $0.2  million  is
     included in Accounts Payable and Accrued  Liabilities on our balance sheet.
     A summary of the activity in the exit costs accrual since December 31, 1999
     is as follows:

<TABLE>
<CAPTION>

                                  Balance                                Balance
                                December 31,      New                    June 30,
($ In thousands)                   1999         Charges     Payments       2000
----------------                ------------    --------    --------    ---------
<S>                               <C>            <C>         <C>           <C>
Severance related costs ....      $ --           $131        $131          $ --
Network and facilities costs       134            226         139           221
                                  ----           ----        ----          ----
     Total .................      $134           $357        $270          $221
                                  ====           ====        ====          ====
</TABLE>


3.   COMMITMENTS AND CONTINGENCIES

     We have  entered  into an 18-month  take-or-pay  contract,  that expires on
     February 28, 2001, to provide data products to a significant customer.  The
     take-or-pay contract will provide $20 million in revenue for 2000. There is
     no assurance this take-or-pay contract will be renewed in 2001.

     We have entered into various  capital and operating  leases for fiber optic
     cable to interconnect our local networks with long-haul fiber optic routes.
     The terms of the various agreements range from 20 to 25 years, with varying
     optional renewal periods.

     In addition to the long-haul  agreements  above,  we have also entered into
     certain  operating  and  capital  leases  in order  to  develop  our  local
     networks.  The terms of the various  agreements  range from 15 to 30 years,
     with varying optional renewal periods.  One of these contracts  provides us
     with an exclusive  right to use the  facilities as long as certain  minimum
     usage is satisfied. We have met those requirements as of June 30, 2000.

     We are involved in various claims and legal actions arising in the ordinary
     course of business. In the opinion of management,  the ultimate disposition
     of these matters will not have a material  adverse effect on our results of
     operations, financial position or liquidity.

4.   RELATED PARTY TRANSACTIONS

     Citizens  Communications  Company  (Citizens) owns approximately 83% of our
     common  stock.  On  December  1, 1997,  we entered  into an  Administrative
     Services  Agreement  (Agreement)  under  which  Citizens  provides  us with
     certain  administrative  services including,  but not limited to, financial
     management services,  information services, legal and contract services and
     planning and human  resources  services.  Under the terms of the Agreement,
     Citizens  bills us for direct costs and an  allocation  of indirect  costs,
     plus an administrative  charge. The current practice of allocating indirect
     costs is based on four factors: plant assets, operating expenses, number of
     customers and payroll expenses.  We believe that this allocation method and
     the resultant  amounts are reasonable as contemplated by the Agreement.  In
     addition,  we  reimburse  third  party  costs  incurred  by Citizens on our
     behalf.  We believe  that the  amounts  charged by  Citizens  do not exceed
     comparable  amounts that would be charged by an  unaffiliated  third party.
     Also, we believe that the accompanying  financial statements include all of
     our costs of doing business.

                                      -6-

<PAGE>

     In  April  2000,  Citizens  announced  a plan to buy up to $25  million  of
     Electric  Lightwave,  Inc.'s Class A common stock which was completed  July
     2000.  In August  2000,  Citizens  announced  a plan to  purchase up to one
     million  shares of Electric  Lightwave,  Inc.'s Class A common stock on the
     open market.

     This table summarizes the activity in the liability account Due to Citizens
     for the six months ended June 30,

<TABLE>
<CAPTION>
($ In thousands)                              2000               1999
----------------                            --------           --------
<S>                                         <C>                <C>
Balance beginning of period ......          $ 14,650           $  5,254
Guarantee fees ...................            13,072              8,087
Administrative services:
     Services provided by Citizens             2,929              4,555
     ELI expenses paid by Citizens             4,183              3,742
Payments to Citizens .............           (28,011)           (11,500)
                                            --------           --------
Balance end of period ............          $  6,823           $ 10,138
                                            ========           ========
</TABLE>

5.   SIGNIFICANT CUSTOMER

     Qwest  (formerly U S WEST  Communications,  Inc.)  accounted for 18% of our
     total  revenues for each of the three and six-month  periods ended June 30,
     2000 and 1999.  Most of the Qwest  revenue was  generated  from  reciprocal
     compensation.  No other  customer  accounted  for 10% or more of our  total
     revenues for either of the three months or six months ended June 30, 2000.

6.   INCOME TAXES

     Citizens includes us in their consolidated  federal income tax return which
     uses a calendar year reporting period. We record income taxes as if we were
     a  stand-alone  company.  We recorded  income tax  expense of $246,000  and
     $300,000 for the three  months ended June 30, 2000 and 1999,  respectively,
     and  $481,000 and $670,000 for the six months ended June 30, 2000 and 1999,
     respectively.  This  expense  represents  the  deferred  tax  effect of the
     increase in temporary differences between our GAAP financial statements and
     our tax  return  that  may not be  fully  offset  with  the use of tax loss
     carryforwards when the temporary differences reverse in future periods.

     The income taxes payable by Citizens'  consolidated group have been reduced
     as a  consequence  of our losses for tax  purposes in past years.  We would
     have been able to carry-forward  our tax losses to future periods to offset
     taxable income in these future  periods had we been a stand-alone  company.
     In  accordance  with the tax  sharing  agreement,  Citizens  has  agreed to
     reimburse us for the taxes we would be required to pay in the future, if we
     have  taxable  income,  to the extent that these loss  carryforwards  would
     otherwise remain available on a stand-alone basis.

                                      -7-
<PAGE>

7.   SEGMENT DISCLOSURES

     We operate  in a single  industry  segment,  communications  services.  Our
     operations  involve  developing  an  integrated  advanced  fiber network to
     provide the full range of our products  and services in the western  United
     States as well as enhanced  broadband  data  services  in  selected  cities
     nationwide.  While our chief operating  decision-maker monitors the revenue
     streams  of the  various  products  and  geographic  locations,  we  manage
     operations  and  evaluate  financial  performance  based on the delivery of
     multiple  services to customers  over a single  fiber-optic  network.  This
     practice allows us to leverage our network costs to maximize profitability.
     As a result, there are many shared and indistinguishable expenses generated
     by the various revenue streams. Our management believes that any allocation
     of the expenses  incurred on a single network to multiple  revenue  streams
     would be impractical,  arbitrary and inconsistent with the way the business
     is currently  evaluated by  management.  As a result,  management  does not
     currently make such allocations internally.


     PRODUCTS AND SERVICES

     We group our products and services into Network  Services,  Local Telephone
     Services,  Long Distance Services and Data Services.  The revenue generated
     by these  products  and services for the three and six months ended June 30
     were:

<TABLE>
<CAPTION>
                                   For the six months                For the six months
                                     ended June 30,                    ended June 30,
                                ------------------------          ------------------------
($ In thousands                   2000             1999              2000            1999
---------------                 -------          -------          --------         -------
<S>                             <C>              <C>              <C>              <C>
Network services .......        $17,173          $12,983          $ 33,177         $23,407
Local telephone services         25,951           18,600            50,225          32,908
Long distance services .          4,265            9,245             8,862          17,775
Data services ..........         13,231            5,267            25,134          10,221
                                -------          -------          --------         -------
     Total .............        $60,620          $46,095          $117,398         $84,311
                                =======          =======          ========         =======
</TABLE>

     We do not currently provide products or services outside the United States.


                                       -8-
<PAGE>



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

     We  caution  you  that  this   quarterly   report  on  Form  10-Q  contains
     forward-looking  statements  within  the  meaning  of  the  Securities  and
     Exchange  Act  of  1934.   Forward-looking   statements   (including   oral
     representations)  are only  predictions or statements of our current plans,
     which we  review  on a  continual  basis,  and are  based  on our  beliefs,
     expectations and assumptions and on information  currently available to us.
     The  words  "may",  "should",  "expect",  "anticipate",  "intend",  "plan",
     "continue",  "believe",  "estimate"  or  similar  expressions  used in this
     report are intended to identify forward-looking statements.

     The  forward-looking  statements  in this  quarterly  report  on Form  10-Q
     involve  certain  risks,  uncertainties  and  assumptions.   They  are  not
     guarantees of future performance.  Factors that may cause actual results to
     differ  materially from those  expressed or implied in any  forward-looking
     statements  include,   but  are  not  limited  to,  any  of  the  following
     possibilities:

     *  if the local and  overall  economic  conditions  of our markets are less
        favorable than we expected;

     *  if there are changes in the nature and pace of technological advances in
        our industry;

     *  if competitive pressure in the telecommunications  industry increases in
        any of our  markets  because of the  entrance  of new  competitors,  the
        combination of existing  competitors and/or the more effective provision
        of products and services from our competitors, including ILECs, or other
        public utilities;

     *  if  our  business  strategy  or  its  execution,   including   financial
        performance goals, is not as successful as we anticipate;

     *  if state or federal  regulatory  changes are implemented that assist our
        competitors,  impair our  competitive  position,  threaten  our costs or
        impact our rate  structures,  including  the ability to bill  reciprocal
        compensation for calls terminated to Internet Service Providers (ISPs);

     *  if we do not receive the services and support  which we require from the
        regional ILECs or cannot maintain our current relationships with ILECs;

     *  if we are  not  able  to  effectively  manage  rapid  growth,  including
        integrating any businesses acquired;

     *  if we are not able to correctly  identify future  markets,  successfully
        expand existing ones, or successfully expand through acquisitions;

     *  if the mix of products  and  services we are able to offer in our target
        markets is not appropriate to the demands of our customers;

     *  if we are not able to obtain additional financing; or

     *  if our stock price is volatile.

     You should  consider  these  important  factors in evaluating any statement
     contained  in this report  and/or  made by us or on our behalf.  We have no
     obligation to update or revise forward-looking statements.

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

     The  following  information  has not been  audited.  You  should  read this
     information  in  conjunction  with the condensed  financial  statements and
     related notes to financial statements included in this report. In addition,
     please see our Management's  Discussion and Analysis of Financial Condition
     and Results of Operations,  audited financial  statements and related notes
     included in our Annual Report on Form 10-K for the year ended  December 31,
     1999.  Electric  Lightwave,  Inc. is referred to as "we", "us", or "our" in
     this report.


                                      -9-
<PAGE>



OVERVIEW

     We have  built an  extensive  fiber-optic  network  in the  western  United
     States,  which includes  expansive local networks in seven major cities and
     their surrounding areas, connected by our long-haul routes. In addition, we
     provide data services in certain strategic  markets across the nation.  Our
     product offerings include:

     * Network  services - includes  dedicated  service between two points for a
     customer's  exclusive  use.  We  offer  this in both  local  and  long-haul
     applications and collocation facilities to meet us directly in our hub.

     * Local  telephone  services - consists of the  delivery of local dial tone
     and related services, and related carrier and local access revenue.

     * Long  distance  services - includes  retail and  wholesale  long distance
     phone services.

     * Data  services  -  includes a wide  range of  products  to deliver  large
     quantities  of data  from one  location  to  another  through  Asynchronous
     Transfer Mode (ATM), Frame Relay and Internet Protocol packet technologies.
     These technologies  group data (voice,  video,  images and  character-based
     data) into small  packets of  information  and  transmit the packets over a
     network.

     Refer  to  Note 4 in  Part  I,  Item 1,  for a  discussion  concerning  our
     relationship  with  Citizens,  which owns  approximately  83% of our common
     stock.

     a. LIQUIDITY AND CAPITAL RESOURCES

     We drew $94  million  from  our  revolving  bank  credit  facility  (Credit
     Facility) to fund operating and capital  expenditures during the first half
     of 2000.  At June 30, 2000,  we have  approximately  $46 million  available
     under our $400 million Credit Facility to fund future operating and capital
     expenditures.  No principal payment is due until the expiration date of the
     Credit  Facility in November  2002.  Additionally,  we have $325 million of
     five-year senior unsecured notes outstanding with maturity on May 14, 2004.
     The  current  portion of our  long-term  obligations  is $28.9  million and
     consists solely of capital lease obligations.  Citizens has guaranteed both
     the Credit Facility and our 6.05% five-year senior unsecured notes for fees
     of  3.25%  and  4.0%,  respectively,  based on the  respective  outstanding
     balances.

     We  anticipate  that the remaining  funds  available for draw on our Credit
     Facility will be  inadequate  to fund  operating  leases,  working  capital
     deficiencies,  capital  expenditures  and debt  service  beyond  the  third
     quarter 2000.  Citizens will continue to finance our cash  requirements  at
     market terms and conditions until the earlier of the completion of a public
     or private financing which would provide the funds necessary to support our
     cash requirements.

     In order to continue the growth of our customer base and revenue stream, we
     must continue to invest in the  installation,  development and expansion of
     our  existing  communications  networks.  A  significant  portion  of these
     expenditures  is  incurred  before any  revenue is  realized.  Our  capital
     additions  were  approximately  $167.5  million  in the first half of 2000,
     including  $96.5 million in capital lease  additions.  These  expenditures,
     combined with our operating expenses, have resulted in operating losses and
     negative cash flows. We expect to continue  incurring  operating losses and
     negative  cash flows  until we can  establish  an  adequate  customer  base
     necessary  to  generate  a  revenue   stream   sufficient  to  support  our
     operations,  capital  requirements  and debt  service.  We  cannot  provide
     assurances  that we will  achieve  or  sustain  profitability  or  generate
     sufficient positive cash flow to fund our operating,  capital  expenditures
     and debt service requirements.

     We continue to evaluate  opportunities  to generate  revenue growth through
     making substantial investments in the continued development of our existing
     networks,   new  long-haul  routes  and  entry  into  new  markets.   These
     opportunities  may include  acquisitions  and/or  joint  ventures  that are
     consistent  with our business plan of  generating  revenue  growth  through
     expansion  of  our  network  and  customer  base.  Any  such  acquisitions,
     investments  and/or  strategic  arrangements,  if available,  could require
     additional   financial  resources  and/or  reallocation  of  our  financial
     resources.


                                      -10-
<PAGE>

OTHER MATTERS

NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial  Accounting  Standards Board (FASB) issued SFAS
     No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities".
     This  statement   establishes   accounting  and  reporting   standards  for
     derivative instruments and hedging activities and, as amended, is effective
     for all fiscal  quarters of fiscal years beginning after June 15, 2000. The
     statement  requires  balance sheet  recognition of derivatives as assets or
     liabilities  measured  at fair  value.  Accounting  for  gains  and  losses
     resulting from changes in the values of derivatives is dependent on the use
     of the derivative and whether it qualifies for hedge accounting. Management
     has not yet  assessed  the impact  SFAS No. 133 will have on our  financial
     statements.


RECIPROCAL COMPENSATION

     On February 25,  1999,  the FCC issued a  Declaratory  Ruling and Notice of
     Proposed  Rulemaking that categorized calls terminated to ISPs as "largely"
     interstate in nature,  which could have had the effect of precluding  these
     calls from reciprocal compensation charges. However, the ruling stated that
     ILECs are bound by the existing  interconnection  agreements  and the state
     decisions  that have  defined  them.  The FCC gave the states  authority to
     interpret existing interconnection agreements. Since the FCC order, Oregon,
     Washington,  California,  Utah and Arizona have ruled that calls terminated
     to ISPs should be  included  in the  calculation  to  determine  reciprocal
     compensation.

     On March 24, 2000, the DC Circuit Court changed  certain  provisions of the
     FCC's 1999 Declaratory Ruling. The DC Circuit Court is requiring the FCC to
     again  review  the  definitions  of  traffic  that  require   inter-carrier
     compensation.   The  FCC  has  been  asked  to   specifically   review  the
     compensation   mechanisms  for  ISP-bound  traffic.  A  decision  regarding
     inter-carrier  compensation  is expected in the fourth quarter 2000. We are
     not currently able to determine the potential impact of that decision.

     We have various interconnection  agreements with Qwest (formerly U S West),
     GTE and PacBell, the ILECs in the states in which we operate. We recognized
     reciprocal  compensation revenues of $10.4 million and $8.1 million for the
     three months ended June 30, 2000 and 1999, respectively and $20.0 and $14.7
     million for the six months ended June 30, 2000 and 1999, respectively.  Net
     trade accounts receivable relating to reciprocal  compensation totaled $6.2
     million  and  $14.9  million  at June  30,  2000  and  December  31,  1999,
     respectively.  These agreements are scheduled to expire between June 30 and
     December  31,  2001.  We  cannot  provide  assurance  that  renewal  of the
     interconnection agreements will be in the same form, or at rates comparable
     to the current interconnection agreements.


EXIT COSTS

     In the third  quarter  1999,  we  announced  that we were  eliminating  our
     prepaid calling card and videoconferencing products,  effective November 1,
     1999, and that we were  consolidating  our national retail sales efforts in
     Dallas and closing six retail sales offices in the eastern United States by
     October 8, 1999. As a result of both of these  decisions,  we eliminated 63
     sales and  sales  support  positions,  and  incurred  charges  relating  to
     employee  severance  and facility  shutdown  costs of $0.7 million and $0.8
     million,  respectively  for the year ended  December 31, 1999. In the first
     half of 2000, we have incurred  additional costs of $0.4 million related to
     these decisions due to sublease and lease  termination costs and additional
     costs for  terminated  employees.  The balance of the exit cost  accrual at
     June 30, 2000 of $0.2  million is included in Accounts  Payable and Accrued
     Liabilities on our balance sheet.


                                      -11-


<PAGE>



b.   RESULTS OF OPERATIONS


REVENUE

     Revenue  increased $14.5 million,  or 32% and $33 million,  or 39%, for the
     three and six  months  ended  June 30,  2000,  respectively,  over the same
     periods in 1999.

<TABLE>
<CAPTION>
                                  For the six months                For the six months
                                    ended June 30,                    ended June 30,
                            ------------------------------    ------------------------------
                                                      %                                 %
($ In thousands)              2000        1999      Change       2000        1999     Change
----------------            -------     -------     ------    --------     -------    ------
<S>                         <C>         <C>          <C>      <C>          <C>         <C>
Network services .......    $17,173     $12,983       32%     $ 33,177     $23,407      42%
Local telephone services     25,951      18,600       40%       50,225      32,908      53%
Long distance services .      4,265       9,245      (54%)       8,862      17,775     (50%)
Data services ..........     13,231       5,267      151%       25,134      10,221     146%
                            -------     -------               --------     -------
     Total .............    $60,620     $46,095       32%     $117,398     $84,311      39%
                            =======     =======               ========     =======
</TABLE>

Network Services

     Network Services revenue  increased $4.2 million,  or 32% and $9.8 million,
     or 42% for the three and six months ended June 30, 2000, respectively, over
     the same periods in 1999.  The  increase is due to continued  growth in our
     network and sales of additional circuits to new and existing customers.

Local Telephone Services

     Local telephone  services revenue increased $7.3 million,  or 40% and $17.3
     million,  or 53%,  for the  three  and six  months  ended  June  30,  2000,
     respectively,  over the same  periods  in 1999.  Local  telephone  services
     include  dial  tone,  ISDN PRI,  Carrier  Access  Billings  and  reciprocal
     compensation.

     ISDN PRI revenue increased $3.0 million,  or 55% and $7.1 million,  or 77%,
     for the three and six months  ended June 30, 2000,  respectively,  over the
     same periods in 1999.  Dial tone revenue  increased $1.0 million or 33% and
     $3.0  million,  or 52%,  for the three and six months  ended June 30, 2000,
     respectively,  over the same periods in 1999. Increases in revenue for both
     ISDN PRI and dial tone is the result of an increase  in the average  access
     line  equivalents of 74,742,  or 62% and 78,336,  or 71%, for the three and
     six months ended June 30, 2000, respectively.

     Carrier Access  Billings  revenue  increased $0.9 million,  or 43% and $1.7
     million,  or 50%,  for the  three  and six  months  ended  June  30,  2000,
     respectively,  over the same  periods in 1999.  The  increase  is due to an
     increase in average monthly minutes  processed of 15.3 million,  or 77% and
     12.6  million,  or 70% for the three and six months  ended  June 30,  2000,
     respectively,  offset by lower average rates per minute due to  competitive
     pressures in the markets in which we operate.

     Reciprocal  compensation  revenue  increased $2.4 million,  or 29% and $5.5
     million,  or 38%,  for the  three  and six  months  ended  June  30,  2000,
     respectively,  over  the  same  periods  in 1999.  The  increase  is due to
     interconnection  agreements  being in place with GTE and PacBell during the
     three and six months ended June 30, 2000 to record reciprocal  compensation
     revenue that were not in place for the same  periods in 1999.  The increase
     was offset by decreased revenue from Qwest due to lower rates applicable to
     new  interconnection  agreements  effective  January 1, 2000. See "Part I.,
     Management's  Discussion and Analysis of Financial Condition and Results of
     Operations - Liquidity  and Capital  Resources - Other Matters - Reciprocal
     Compensation" for further discussion of reciprocal compensation.

                                      -12-
<PAGE>
Long Distance Services

     Long distance  services  revenue  decreased  $5.0 million,  or 54% and $8.9
     million,  or 50%,  for the  three  and six  months  ended  June  30,  2000,
     respectively, over the same periods in 1999. Long distance services include
     retail long distance, wholesale long distance and prepaid services.

     Retail  long  distance  revenue  increased  $0.6  million,  or 37% and $1.6
     million,  or 57%,  for the  three  and six  months  ended  June  30,  2000,
     respectively,  over the same  periods in 1999.  The  increase  is due to an
     increase in average  monthly minutes  processed of 4.5 million,  or 81% and
     4.4  million,  or 82% for the three and six  months  ended  June 30,  2000,
     respectively, offset by lower average rates per minute.

     Wholesale  long  distance  revenue  decreased  $0.5  million,  or  24%  and
     increased $0.6 million, or 19%, for the three and six months ended June 30,
     2000,  respectively,  over the same periods in 1999. The increase is due to
     an increase in average monthly minutes processed of 0.2 million,  or 1% and
     3.0  million,  or 20% for the three and six  months  ended  June 30,  2000,
     respectively, offset by lower average rates per minute.

     Prepaid services revenue decreased $5.1 million,  or 92% and $11.1 million,
     or 95%,  for the three and six months  ended June 30,  2000,  respectively,
     over the same  periods in 1999,  due to our  decision  to exit the  prepaid
     services market in the third quarter of 1999.

Data Services

     Data services revenue increased $8.0 million, or 151% and $14.9 million, or
     146%, for the three and six months ended June 30, 2000, respectively,  over
     the same periods in 1999. Data services  include  Internet,  RSVP and other
     services.

     Revenue from our Internet services product  increased $1.9 million,  or 71%
     and $3.5 million, or 74%, for the three and six months ended June 30, 2000,
     respectively,  over the same periods in 1999, as a result of an increase in
     Internet  routers  installed  from 42 to 63, or 50%.  Revenue from our RSVP
     products increased $0.6 million, or 294% and $1.1 million, or 330%, for the
     three and six  months  ended  June 30,  2000,  respectively,  over the same
     periods in 1999.

     Data  services  revenue  also  includes  $5.0  million and $9.9  million in
     revenue  for the three and six months  ended June 30,  2000,  respectively,
     from an 18-month  take-or-pay  contract  with a  significant  customer that
     expires on February 28, 2001.  The  take-or-pay  contract  will provide $20
     million  in  revenue  for  2000.  There is no  assurance  this  take-or-pay
     contract will be renewed in 2001.


OPERATING EXPENSES

     Operating expenses increased $5.8 million, or 8% and $14.0 million, or 10%,
     for the three and six months  ended June 30, 2000,  respectively,  over the
     same  periods in 1999.  This was due to growth in our network and  customer
     base,   as  well  as  the  expansion  of  our  sales  force  and  increased
     plant-in-service.  However,  the  increase  was  partially  offset by lower
     access costs.

<TABLE>
<CAPTION>
                               For the six months                For the six months
                                 ended June 30,                    ended June 30,
                         ------------------------------    ------------------------------
                                                   %                                 %
($ In thousands)           2000        1999      Change       2000        1999     Change
----------------         -------     -------     ------    --------     --------   ------

<S>                      <C>         <C>         <C>       <C>          <C>          <C>
Network access .....     $18,294     $23,702      (23%)    $ 38,990     $ 48,926     (20%)
Operations .........      13,446       9,633       40%       25,021       18,667      34%
Selling, general and
   administrative ..      30,315      29,447        3%       61,487       56,214       9%
Depreciation and
   amortization ....      14,721       8,150       81%       27,476       15,144      81%
                         -------     -------               --------     --------
     Total .........     $76,776     $70,932        8%     $152,974     $138,951      10%
                         =======     =======               ========     ========
</TABLE>



                                      -13-
<PAGE>

Network Access

     Network  access  expenses  include  resold  product  expenses.  The primary
     components are usage-based  charges for carrying and terminating traffic on
     another carrier's network.

     Network  access  expenses  for the three and six months ended June 30, 2000
     decreased  $5.4  million,  or 23% and $9.9 million,  or 20%,  respectively,
     compared to the same  periods in 1999.  This net  decrease is the result of
     reductions in prepaid phone card expenses and favorable resolution of prior
     year disputes with vendors of approximately $1.5 million,  partially offset
     by increased costs related to increased revenue growth.

     We exited the prepaid phone card business  during third quarter 1999 and as
     a result  related  costs  decreased  $5.5 million and $14.0 million for the
     three and six months ended June 30, 2000, respectively.  The termination of
     this  program  has  resulted  in a  significant  decrease  in  the  minutes
     purchased.

     Our revenue  growth was 32% and 39% for the three and six months ended June
     30,  2000,  respectively,  over the same  periods in 1999.  Network  access
     expense  did  not  increase  as  quickly  as  revenue  as a  result  of our
     completion  of portions of our  long-haul  route and utilizing our route to
     transport traffic instead of leasing from vendors,  the fact that there are
     minimal costs  associated with the take-or-pay  contract  discussed in Data
     revenue,  the  favorable  resolution of  prior year  disputes  with vendors
     as  discussed  above,  as  well  as renegotiated agreements with vendors to
     minimize our off-net costs.

Operations

     Operations expenses consist of costs related to providing  facilities based
     network and enhanced  communications  services  other than  network  access
     costs.  The primary  components  of these  expenses  are  right-of-way  and
     telecommunications  equipment  leases as well as operations and engineering
     personnel costs.

     Operations  expenses  for the  three and six  months  ended  June 30,  2000
     increased $3.8 million, or 40% and $6.4 million, or 34%, respectively, over
     the same periods in 1999.  This was  primarily due to increases in payroll,
     operating  rents and related  expenses to support the expanded  delivery of
     services.

Selling, General and Administrative

     Selling,  general  and  administrative  expenses  include  all  direct  and
     indirect sales channel expenses and commissions, as well as all general and
     administrative expenses.

     Selling,  general and administrative  expenses for the three and six months
     ended June 30, 2000 increased $0.9 million,  or 3% and $5.3 million, or 9%,
     respectively,  over the same  period  in 1999.  This was  primarily  due to
     increases in property taxes,  maintenance  and related  expenses to support
     the delivery of services in existing and new markets.

Depreciation and Amortization

     Depreciation   and   amortization    expenses   include   depreciation   of
     communications   network  assets  including   fiber-optic  cable,   network
     electronics, network switching and network data equipment.

     Depreciation  and  amortization  expense for the three and six months ended
     June 30, 2000  increased $6.6 million,  or 81% and $12.3  million,  or 81%,
     respectively,  over the same  periods in 1999.  This was  primarily  due to
     higher plant in service balances for newly completed communications network
     facilities and electronics.

                                      -14-
<PAGE>

INTEREST EXPENSE AND INTEREST INCOME AND OTHER

<TABLE>
<CAPTION>

                            For the three months ended June 30,     For the six months ended June 30,
                            -----------------------------------     ---------------------------------
                                                           %                                      %
($ In thousands)                   2000        1999      Change       2000          1999        Change
----------------                --------      -------    ------     --------      --------      ------
<S>                             <C>           <C>         <C>      <C>           <C>             <C>
     Gross interest expense     $ 19,899      $ 11,015     81%      $ 37,128      $ 19,334        92%
     Capitalized interest .       (1,237)       (2,949)   (58%)       (3,270)       (6,167)      (47%)
                                --------      -------               --------      --------
Interest expense, net .....     $ 18,662      $  8,066    131%      $ 33,858      $ 13,167       157%

Loss on disposal
     of assets ............     $    209      $    195      7%      $    775      $    195       297%
Interest income
     and other ............         (315)         (193)    63%          (593)         (515)       15%


</TABLE>


     Gross interest expense increased $10.6 million,  or 131% and $20.7 million,
     or 157%,  for the three and six months ended June 30,  2000,  respectively,
     over  the  same  periods  in  1999,  primarily  due  to  higher  levels  of
     outstanding  long-term debt and higher interest rates. As of June 30, 2000,
     we had long-term debt  outstanding of $679 million compared to $455 million
     at June  30,  1999.  The  higher  balance  led to  increased  interest  and
     guarantee fees.

     Capitalized  interest decreased $1.7 million,  or 58% and $2.9 million,  or
     47%, for the three and six months ended June 30, 2000,  respectively,  over
     the same periods in 1999.  The  decreases  are due to reductions in average
     Construction Work In Process of $91.9 million, or 64% and $73.0 million, or
     52%, for the three and six months ended June 30, 2000,  respectively,  over
     the same periods in 1999, partially offset by higher interest rates.

     Loss on disposal  of assets is  primarily  due to  equipment  turnover  and
     technical  upgrades.  Interest  income and other is primarily  comprised of
     interest earned on cash balances.


INCOME TAX EXPENSE

<TABLE>
<CAPTION>

                            For the three months ended June 30,     For the six months ended June 30,
                            -----------------------------------     ---------------------------------
                                                           %                                      %
($ In thousands)                   2000        1999      Change       2000          1999       Change
----------------                --------      -------    ------     --------      --------     ------
<S>                             <C>           <C>         <C>       <C>            <C>          <C>
Income tax expense........      $ 246         $ 300       (18%)     $ 481          $ 670        (28%)

</TABLE>

     Income tax expense decreased $0.1 million, or 18% and $0.2 million, or 28%,
     for the three and six months  ended June 30, 2000,  respectively,  over the
     same  periods in 1999.  In both 2000 and 1999,  the benefit of our tax loss
     carryforwards  is not  able  to  fully  offset  the  deferred  tax  expense
     associated with current year temporary differences.


                                      -15-
<PAGE>



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------------------------------------------------------------------

     We  are  exposed  to  minimal  market  risks.  Sensitivity  of  results  of
     operations  to  these  risks  is  managed  by  maintaining  a  conservative
     investment portfolio,  which is comprised solely of money market funds, and
     entering into long-term debt obligations  with  appropriate  price and term
     characteristics. We do not hold or issue derivative instruments, derivative
     commodity  instruments or other financial instruments for trading purposes.
     Financial  instruments held for other than trading purposes do not impose a
     material market risk.

     We  are  exposed  to  interest  rate  risk,  as  additional   financing  is
     periodically   needed  due  to  the  large  operating  losses  and  capital
     expenditures  associated with establishing and expanding our communications
     networks.  The  interest  rate  that we will  be  able  to  obtain  on debt
     financing  will depend on market  conditions  at that time,  and may differ
     from the rates we have secured on our current  debt.  Additionally,  we are
     exposed  to  interest  rate risk on  amounts  borrowed  against  our credit
     facility and construction  agency agreement as of June 30, 2000. Our credit
     facility and construction agency agreement are guaranteed by Citizens.  The
     construction  agency  agreement  and advances  against the credit  facility
     periodically  renew,  at which point the borrowings are subject to the then
     current  market  interest  rates,  which may  differ  from the rates we are
     currently paying on our borrowings.

     We reduced our interest rate risk by issuing $325 million, five-year senior
     unsecured  notes in April 1999 that are  guaranteed by Citizens.  The notes
     have a  fixed  interest  rate  of  6.05%,  and we pay  Citizens  an  annual
     guarantee  fee of 4.0%. We used the net proceeds from the issuance to repay
     outstanding borrowings under our floating rate bank credit facility.


                                      -16-
<PAGE>



                           PART II: OTHER INFORMATION
                           --------------------------

ITEM 1. LEGAL PROCEEDINGS
-------------------------

     During the second quarter,  we resolved our dispute with  Bonneville  Power
     Administration (as discussed in Item 3 of our 1999 Form 10-K) regarding the
     exclusive use of our long-haul facilities connecting Portland,  Seattle and
     Spokane,  as well as a portion  of our  long-haul  route from  Portland  to
     Sacramento.  We now have  the  exclusive  use of  certain  fibers  on these
     facilities  for 20 years.  This right may be  extended  through  the mutual
     agreement of both parties.

     We are  party  to  routine  litigation  arising  in the  normal  course  of
     business. We do not expect these matters, individually or in the aggregate,
     to have a material  adverse  effect on our financial  position,  results of
     operations or cash flows. We are also party to various  proceedings  before
     state Public Utilities  Commissions.  These proceedings typically relate to
     authority  to  operate  in state  and  regulatory  arbitration  proceedings
     concerning  our  interconnection  agreements.  See "Part  I.,  Management's
     Discussion and Analysis of Financial  Condition and Results of Operations -
     Liquidity and Capital Resources - Other Matters - Reciprocal Compensation".

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
-------------------------------------------------

        None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
---------------------------------------

        None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER
----------------------------------------------------------

     We held our 2000  Annual  Meeting of the  Stockholders  on May 18,  2000 to
     elect  directors as discussed in the  Company's  proxy  statement  filed on
     March 31, 2000.

     The following  persons were elected directors to hold office until the next
     annual meeting and until their successors have been elected and qualified:


                                                             Votes
                                            ------------------------------------
                                                 For (*)            Abstained
                                            -----------------     --------------
              Rudy J. Graf                     418,906,672           214,050
              Guenther E. Greiner              419,087,809            32,918
              Stanley Harfenist                419,087,809            32,918
              Scott N. Schneider               418,906,722           214,005
              David B. Sharkey                 418,906,773           213,954
              Robert A. Stanger                419,086,862            33,866
              Leonard Tow                      419,085,352            35,375
              Maggie Wilderotter               419,087,662            33,065

     (*)  Includes  votes from the  41,165,000  shares of Class B common  stock.
     Citizens  owns all Class B Common  Stock and each share is  entitled  to 10
     votes on each matter to be voted upon by holders of the Common Stock.


                                      -17-
<PAGE>



ITEM 5. OTHER INFORMATION
-------------------------

        None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------

a)      The exhibits below are filed as part of this report:

     Exhibit No. Description
     ----------- -----------
     10.25 *     Settlement Agreement between  the  United  States  of   America
                 Department of  Energy acting  by  and  through  the  Bonneville
                 Power Administration and us dated May 15, 2000.
     10.26 *     License   Agreement  between  the  United  States  of   America
                 Department of  Energy acting  by  and  through  the  Bonneville
                 Power Administration and us dated May 15, 2000.
     10.27       Guaranty  Agreement  between  the  United  States  of   America
                 Department of  Energy acting  by  and  through  the  Bonneville
                 Power  Administration  and  Citizens  Utilities  Company  dated
                 May 15, 2000.
     27.1        Financial Data Schedule for the six months ended June 30, 2000.

* Confidential material has been omitted  pursuant to a request for confidential
treatment.  Such material has been filed  separately  with  the  Securities  and
Exchange Commission.

b)   Reports on Form 8-K

     On May 16,  2000,  we filed a current  report on Form 8-K,  under Item 5,
     "Other  Events",  to make  available a press  release  dated May 15,  2000,
     regarding our first quarter 2000 financial results.

                                      -18-

<PAGE>



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.


ELECTRIC LIGHTWAVE, INC.
(Registrant)

By:     /s/ Kerry D. Rea
        --------------------------------------------
        Kerry D. Rea
        Vice President and Controller

By:     /s/ Robert J. Larson
        --------------------------------------------
        Robert J. Larson
        Vice President and Chief Accounting Officer

August 9, 2000



                                      -19-