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

                                    FORM 10-Q

(Mark One)

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

     For the quarterly period ended September 30, 2001

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934



Commission file number 0-20430

                                AZCO MINING INC.
                                ----------------
             (Exact name of registrant as specified in its charter)

         Delaware                                             84-1094315
         --------                                             ----------
(State or other jurisdiction of incorporation               (I.R.S. Employer
 or organization)                                           Identification No.)

                             7239 N. El Mirage Road
                             Glendale, Arizona 85307
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (623) 935-0774
              (Registrant's telephone number, including area code)


(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

     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 ____

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

     The  Company  had  30,050,621  shares of  Common  Stock  outstanding  as of
November 12, 2001.

<PAGE>

                                AZCO MINING INC.

                                           PART I. FINANCIAL INFORMATION

<TABLE>
Item 1. Financial Statements
<CAPTION>

                                                                            Page
                                                                            ----
<S>                                                                         <C>
Consolidated Balance Sheets                                                    3

Consolidated Statements of Operations                                          4

Consolidated Statements of Cash Flows                                          5

Consolidated Statement of Stockholders' Equity                                 6

Notes to Interim Consolidated Financial Statements                             7  - 10

</TABLE>

                                AZCO MINING INC.
                           CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

<TABLE>
<CAPTION>
ASSETS
                                                            September 30, 2001       June 30, 2001
                                                            ------------------       -------------
<S>                                                         <C>                      <C>
Current Assets:
  Cash and cash equivalents                                 $    29,305              $    39,920
  Prepaids and other                                             62,560                  159,409
  Inventories                                                 1,066,317                1,061,447
     Total current assets                                     1,158,182                1,260,776
Property and equipment:
  Mineral properties, plant & equipment (note 2)             10,130,668               10,130,668
  Capital assets                                                374,690                  407,421
                                                             10,505,358               10,538,089
Restricted cash                                                 190,400                  190,400
     Total assets                                           $11,853,940              $11,989,265

LIABILITIES AND STOCKHOLDERS' EQUITY

Curent liabilities:

Accounts payable and accrued liabilites                     $   578,158              $   690,719
Notes payable (Note 5)                                        1,350,000                  800,000
     Total current liabilities                              $ 1,928,158              $ 1,490,719

Other liabilities                                               321,941                  341,143

Contingencies and commitments (Note 7)

Stockholders' equity
Common stock $.002 par value, 100,000,000 shares                 60,101                   60,101
authorized:
30,050,121 shares outstanding as of September 30, 2001
and June 30, 2001

Additional paid-in capital                                   28,753,656               28,753,656
Deficit                                                     (19,209,916)             (18,656,354)
                                                              9,603,841               10,157,403
     Total liabilities and stockholders' equity             $11,853,940              $11,989,265

</TABLE>

  The accompanying notes are an intergral part of these financial statements.

                                       3

<PAGE>

                                AZCO MINING INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                   Three Months Ended
                                                                       September 30,
                                                                 2001                2000
                                                                 ----                ----
<S>                                                              <C>                 <C>
Expenses:
     Salaries                                                    $    83,622         $   175,221
     General and administrative                                      123,800             192,724
     Exploration $ development                                        47,866             116,995
     Write-down of inventory                                         244,917             461,915
     Interest expense                                                 21,430
     Amortization & depreciation                                      32,730              15,922
     Reclamation                                                                             278

                                                                 $   554,365         $   963,055

Income:
     Interest income                                             $       803         $    65,512
     Other income
                                                                 $       803         $    65,512

Net loss                                                         $  (553,562)        $  (897,543)

Basic loss per common share                                      $     (0.02)        $     (0.03)

Diluted loss per common share                                    $     (0.02)        $     (0.03)

Weighted average common shares                                    30,050,621          29,891,251

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       4

<PAGE>

AZCO MINING INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

<TABLE>
<CAPTION>
                                                                        Three Months Ended
                                                                           September 30,
                                                                      2001                2000
                                                                      ----                ----
<S>                                                                   <C>                 <C>
Cash flows from operating activities:
     Net loss                                                         $    (553,562)      $    (897,543)
     Adjustments to reconcile net loss to net cash
     used in operations:
          Depreciation and amortization                                      32,730              15,922
          Write down of inventory                                           244,917             461,915
     Changes in assets and liabilities, net:
          Prepaid and other assets                                           96,850              26,675
          Inventories                                                      (249,787)           (513,233)
          Accounts payable and accrued liabilities                         (131,763)            (31,973)
Net cash used for operating activities                                     (560,615)           (938,237)

Cash flows from investing activities:
     Purchase of mine property, plant & equipment                               -              (634,075)
Net cash used for investing activities                                          -              (634,075)

Cash flows from financing activity:
     Proceeds from loan                                                     550,000                 -
     Proceeds from exercise of options                                          -                 2,400

Net cash used for financing activity:                                       550,000               2,400

Net decrease in cash and cash equivalents                                   (10,615)         (1,569,912)

Cash and cash equivalents at beginning of                                    39,920           4,324,886

Cash and cash equivalents at end of period                            $      29,305       $   2,754,974

</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       5
<PAGE>

AZCO MINING INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS'
(Unaudited)

<TABLE>
<CAPTION>

                                         Common                  Additional
                                          Stock                  Paid-In
                                   Shares         Amount         Capital        Deficit
                                   ------         ------         -------        -------
<S>                                <C>            <C>            <C>            <C>
Balance June 30, 2001              30,050,121     $  60,101      $ 28,537,487   $ (18,656,354)

Net loss                                                                             (553,562)

Balance September 30,              30,050,121     $  60,101      $ 28,537,487   $ (19,209,916)

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>

                                Azco Mining Inc.
         NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1. Basis of Presentation and Going Concern

In the opinion of  management  the  accompanying  interim  financial  statements
contain all material adjustments consisting only of normal recurring adjustments
necessary to present  fairly the financial  position,  the results of operations
and the cash flows of the  Company  and its  consolidated  subsidiaries  for the
interim period. Users of financial  information produced for interim periods are
encouraged to refer to the footnotes contained in the Annual Report on Form 10-K
when reviewing interim financial results.

Azco Mining Inc.  ("Azco" or the "Company") is a mining company  incorporated in
Delaware.  Its general  business  strategy  is to  acquire,  explore and develop
mineral  properties.  The  Company's  principal  assets are the 100% owned Black
Canyon Mica Project in Arizona and a 30% interest in the Piedras  Verdes Project
in Sonora, Mexico.

Construction  of  the  Black  Canyon  Mica  Project  production  facilities  was
completed  in  the  previous  fiscal  year.  Due  to  current  cash  constraints
production  and  marketing  efforts  are  progressing  only on a limited  basis.
Additional  funding of the project as well as successful  marketing efforts will
be necessary for the project to reach commercial production.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue to operate as a going  concern.  The Company has
suffered recurring losses from operations and has negative working capital as of
September  30,  2001.  The  Company   requires   additional  funds  to  continue
operations,  including  development  of the Mica project and  exploration of its
mineral  properties.  Management is actively  seeking  additional  financing and
joint venture agreements,  however there is no assurance that these efforts will
be  successful  on  terms  acceptable  to  the  Company.   These  matters  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
These  consolidated  financial  statements do not include the  adjustments  that
would be necessary,  including a provision of impairment for plant and equipment
which could be significant,  should the Company be unable to continue as a going
concern.

In addition,  if the Mica project does not achieve commercial  production levels
or if the Company is unable to  successfully  market the mica product during the
next 12 months, the Company will need increased additional financing to meet its
operating expenses.

Note 2. Black Canyon Mica Project (Arizona)

During the quarter ended September 30, 2001 limited production and commissioning
of  production  circuits  progressed  on  a  limited  basis.  Marketing  efforts
continued  as well but  additional  funding  will be  necessary  to advance  the
project further.


                                      7
<PAGE>

                                Azco Mining Inc.
         NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                                  (Continued)

Detail of mica project mineral properties, plant and equipment is as follows:

<TABLE>
<CAPTION>

                                                                           Sept. 30,                  June 30,
                                                                           2001                       2001
                                                                           ----                       ----
<S>                                                                        <C>                        <C>
Acquisition of mineral properties                                          $         2,219,996        $         2,219,996
Mining and processing plant and equipment                                            6,882,869                  6,882,869
Development costs                                                                    1,104,966                  1,104,966
Accumulated amortization                                                               (77,163)                   (77,163)
                                                                            ------------------          -----------------

Total                                                                      $        10,130,668        $        10,130,668

</TABLE>

Note 3. Piedras Verdes Project (Mexico)

The  Company  owns a 30%  interest in Cobre del Mayo,  S.A. de C.V.  ("Cobra del
Mayo"),  a Mexican  corporation  which leases the Piedras Verdes  property.  The
remaining 70% interest is owned by Minera Phelps Dodge Mexico S. de R.L. de C.V.
("MPDM"),  a subsidiary of Phelps Dodge  Corporation.  The property  consists of
approximately 640 hectares and is located in southern Sonora State, Mexico.


Note 4. Inventories


<TABLE>
<CAPTION>
                                                                          Sept. 30,               June 30,
                                                                          2001                    2001
                                                                          ----                    ----
<S>                                                                       <C>                     <C>
Broken ore                                                                $           814,107     $          814,107
Work-in-process                                                                       194,410                187,540
Finished goods                                                                         57,800                 59,800
                                                                             ----------------        ---------------
Total                                                                     $         1,066,317     $        1,061,447

</TABLE>

During the three-month  period ended  September 30, 2001 the Company  expensed $
244,917 as an inventory  write down  representing  mica project  operating costs
incurred in excess of the estimated  value of  inventories  produced  during the
quarter.

                                       8

<PAGE>

                                Azco Mining Inc.
         NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                                  (Continued)

Note 5. Short-term note payable and warrants

On August 27,  2001,  the Company  received a one-year  $200,000  loan,  bearing
interest at 12% per annum,  from a  sophisticated  investor.  In connection with
this loan,  the  Company  issued a warrant  to  purchase  250,000  shares of the
Company's common stock at $.40 per share. This warrant vests in October 2001 and
is excercisable through August 27, 2002.

On September 4, 2001, the Company  received a one-year  $200,000  loan,  bearing
interest at 12% per annum,  from a sophisticated  investor and  shareholder.  In
connection  with this loan,  the Company  issued a warrant to  purchase  250,000
shares of the  Company's  common stock at $.40 per share.  This warrant vests in
November 2001 and is excercisable through September 4, 2002.

Note 7. Contingencies and Contracts

Termination of Management Agreements
------------------------------------

In October 2000, the Company notified Mr. Alan Lindsay and Mr. Anthony Harvey of
its intention to not renew the contracts with each of their personal  management
companies  pursuant to which Mr.  Lindsay  was  employed by the Company as Chief
Executive  Officer and  President  and Mr. Harvey was employed by the Company as
Executive Vice President and Secretary. These contracts were scheduled to expire
in February  2001.  Mr.  Lindsay  ceased serving as an officer of the Company on
October 25, 2000 and resigned as a director of the Company on November 27, 2000.
Mr. Harvey ceased  serving as an officer of the Company on October 25, 2000, and
as a director of the Company on May 16,  2001.  Messrs.  Lindsay and Harvey have
demanded  payment  of  termination  fees of  $297,675  each,  pursuant  to their
personal  management company contracts.  The Company has disputed its obligation
to pay these amounts and, in December 2000, filed a declaratory  judgment action
in  United  States  District  Court  for  the  district  of  Arizona  seeking  a
declaration  that the dispute is not subject to arbitration and further that the
Company  was  not  obligated  to pay a  termination  fee  under  the  management
contracts.   In  January  2001,  the  named   defendants  filed  an  answer  and
counterclaim  each seeking an award of damages and prejudgment  interest alleged
to be owed as termination fee under the management  contracts and declaration of
stock option rights alleged to be owed them after  termination of the management
contracts.  The litigation is pending with a pretrial conference set for June 3,
2002. No accrual has been made for the termination fees as a liability,  if any,
is not yet determinable.

                                       9

<PAGE>

                                Azco Mining Inc.
         NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                                  (Continued)

Litigation
----------

On January 22, 1999, the trustee (Petitioner) in bankruptcy  proceedings against
Eagle River served a petition,  in the Quebec Superior Court,  District of Hull,
upon the Company in order to recover  assets from the  Company.  The  Petitioner
alleges  that,  through the Company's  involvement  with Eagle River in the Mali
Project,  the Company is guilty of contractual breaches in excess of $3,400,000.
In management's opinion this claim is unfounded although the eventual outcome of
the  case is not yet  determinable.  No  accrual  has been  made for this  claim
because  the  Company  does not  believe  it is  probable  that the case will be
determined against the Company.

Note 8. Outstanding Options

At September  30, 2001  2,815,500  options to purchase  shares of the  Company's
common stock were  outstanding  under the  Company's  Stock  Option Plan.  These
options  are  exercisable  between  $0.46 and $1.75 per common  share at varying
dates through 2006.

Pro forma information regarding net income and earnings per share is required by
SFAS No. 123, and has been  determined  as if the Company had  accounted for its
stock  option plan under the fair value based  method of SFAS No. 123.  The fair
value of these options was estimated at the date of grant using a  Black-Scholes
options valuation model with the following weighted-average  assumptions for the
3 months period ended September 30, 2001: risk-free interest 4.61%, no dividend,
volatility  factor of the expected  market price of the Company's stock of 0.62,
and an expected life of 5 years.

                                       10


<PAGE>


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

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  contains  statements  concerning  trends  and other  forward-looking
information,   within  the  meaning  of  the  federal   securities   laws.  Such
forward-looking  statements are subject to uncertainties and factors relating to
our operations and business  environment,  all of which are difficult to predict
and many of which are beyond our control. We believe that the following factors,
among others,  could affect our future  performance  and cause actual results to
differ materially from those expressed or implied by forward-looking  statements
made by us or on our behalf: (1) unfavorable weather conditions,  in particular,
high water levels in the Agua Fria river which could temporarily limit access to
the Black Canyon mica mine site;  (2) the lack of  commercial  acceptance of our
mica  product;  (3)  changes  in  environmental  laws;  (4)  problems  regarding
availability  of  materials  and  equipment;  (5)  failure  of the mica  project
equipment to process or operate in  accordance  with  specifications,  including
expected throughput, which could prevent the project from producing commercially
viable  output;  and (6) our lack of necessary  financial  resources to complete
development  of the mica product,  complete  relocation  of the mica  processing
equipment  to the Black  Canyon  mica mine  site,  successfully  market our mica
product and fund our other capital commitments.

References to "we", "us", "our", and Azco Mining,  refer to Azco Mining Inc. and
its  subsidiaries,  on  a  consolidated  basis,  unless  the  context  otherwise
requires.

General
-------

We were formed in 1988. In December 1995 we sold our Sanchez  copper project and
a 70% interest in our Mexican  copper  project,  the Piedras  Verdes,  to Phelps
Dodge  Corporation  for $40 million.  All material  revenues since the sale have
been a result of interest earned on the proceeds of the sale of these assets.

We are currently focused on the start up of our recently  constructed  operating
facilities  to produce  high  quality  muscovite  mica from our 100% owned Black
Canyon mica project  located  near  Phoenix,  Arizona.  Limited  production  and
marketing  efforts continue but additional  financing will be necessary to bring
the mica project to commercial production levels.

                                       11

<PAGE>

Results of Operations
---------------------

Three Months ended  September 30, 2001 compared to Three Months ended  September
30, 2000

The net loss for the three months ended September 30, 2001 was $553,562 compared
to a net loss of $897,543  for the three months ended  September  30, 2000.  The
decreased net loss is the result of decreased  corporate  expenses and operating
losses during the quarter ended September 30, 2001.

Salaries  expense was  $83,622 for the three  months  ended  September  30, 2001
compared to $175,221 for the three months ended September 30, 2000. The decrease
in  salaries  expense is due to the  closure of the  Vancouver  office,  and the
non-renewal of the contracts with the personal  management  companies of Messrs.
Lindsay and Harvey.

General and  administrative  expense was  $123,800  for the three  months  ended
September 30, 2001 compared to $192,724 for the three months ended September 30,
2000.  The decrease is due to the closure of the Vancouver  office and decreased
investor relations activity.

Write-down  of inventory  expense for the three months ended  September 30, 2001
was $244,917 compared to $461,915 for the three months ended September 30, 2000.
This decrease in due to the reduced operating activities in the current quarter.

FINANCIAL CONDITION

As of September 30, 2001 we had unrestricted cash of $29,305.

On August 10, 2001, an investor  purchased 375,000 shares of Azco's common stock
in a private transaction at $0.40 per share for a total of $150,000.

On August 27,  2001,  the Company  received a one-year  $200,000  loan,  bearing
interest at %12 per annum,  from a  sophisticated  investor.  In connection with
this loan,  the  Company  issued a warrant  to  purchase  250,000  shares of the
Company's common stock at $.40 per share. This warrant vests in October 2001 and
is excercisable through August 27, 2002.

On September 4, 2001, the Company  received a one-year  $200,000  loan,  bearing
interest at %12 per annum,  from a sophisticated  investor and  shareholder.  In
connection  with this loan,  the Company  issued a warrant to  purchase  250,000
shares of the  Company's  common stock at $.40 per share.  This warrant vests in
November 2001 and is excercisable through September 4, 2002.

                                       12

<PAGE>

We believe  that for the current  fiscal year ended June 30, 2002 Azco will need
additional  financing  to  fund  our  operating  and  capital  requirements.  In
particular,  we  anticipate  the need for at least $1.5  million  of  additional
financing  during  the next 9 months,  in order to fund the  following  expected
uses:

<TABLE>
<CAPTION>

<S>                                                             <C>
Mica project operating costs                                    $   700,000
Corporate overhead and other operating expenses                     500,000
Exploration and development                                         300,000
     Total Expected Use of Funds                                $ 1,500,000

</TABLE>

If our mica project does not achieve  commercial  production levels or if we are
unable to successfully market the mica product during the next 9 months, we will
need increased additional funding to meet our operating expenses.

Under the Cobre del Mayo shareholders agreement, we are obligated to fund 30% of
the development  expenses incurred in connection with the Piedras Verde project.
The type, amount and timing of development are determined at the sole discretion
of Phelps  Dodge.  During the three months and nine months ended  September  30,
2001 our share of these development costs was $11,400. At September 30, 2001 the
Company owed $47,400 to Cobre del Mayo in cash calls the Company has not funded.
We expect that our share of the  required  development  costs during the next 12
months will be approximately $250,000,  which amount is included in our expected
uses of funds,  above. The required amount could be more, perhaps  substantially
more, if Minera Phelps Dodge  accelerates the rate of development.  If we cannot
fund our share of these  development  expenses,  our  interest in Cobre del Mayo
will be diluted under the terms of the shareholders agreement.

In conjunction  with the departure of Alan Lindsay and Anthony Harvey on October
25,  2000,  we may be  obliged  to pay  termination  fees under the terms of the
management  agreements between us and the personal management companies pursuant
to which we employed  each of Messrs.  Lindsay and Harvey.  Messrs.  Lindsay and
Harvey had demanded  payment of termination  fees of $297,675 each,  pursuant to
their personal management company contracts.  We have disputed any obligation to
pay these amounts and, in December 2000, filed a declaratory judgement action in
the United  States  District  Court for the District of Arizona to determine our
duties in this regard. This litigation is pending.

We are currently  exploring various financing and joint venture  alternatives to
fund our operations and capital  requirements  for the next 9 months.  We do not
presently have any  commitments to provide such necessary  additional  financing
and there is no assurance that we will be successful in obtaining such financing
on terms  acceptable to us or at all. If we cannot obtain such  financing in the
amounts required,  we (i) may be unable to fund our required development expense
of  the  Piedras  Verdes  project,  resulting  in  substantial  dilution  of our
interest, (ii) may be forced to delay or terminate the development and marketing
of our mica  product,  thereby  hindering or  eliminating  our expected  primary
source of future revenue,  (iii) may be required to eliminate  substantially all
business activities to conserve cash, or (iv) may seek protection under the U.S.
bankruptcy laws.

                                       13

<PAGE>

Item 3:  Quantitative and Qualitative Disclosures about Market Risk

None.

PART II.  OTHER INFORMATION

Item 1:  Legal Proceedings

On December 8, 2000, we filed a declaratory judgment action in the United States
District  Court for the  District  of  Arizona,  Docket No. CIV 00-2334 PHX SRB,
against each of Anthony R. Harvey,  ARH Management,  Ltd., Alan Lindsay and Alan
Lindsay & Associates, Ltd. The action seeks a declaratory judgment regarding our
obligation to pay termination  fees under the management  agreements  between us
and each of ARH  Management,  Ltd. and Alan  Lindsay &  Associates,  Ltd.,  as a
result of our non-renewal of such  agreements.  We employed Mr. Lindsay as Chief
Executive Officer and President pursuant to the management  agreement between us
and Alan Lindsay &  Associates,  Ltd. We employed Mr.  Harvey as Executive  Vice
President and Secretary pursuant to the management  agreement between us and ARH
Management,  Ltd. Upon the  non-renewal of such management  agreements,  Messrs.
Lindsay and Harvey each demanded  payment of a termination fee equal to $297,675
pursuant to the terms of the management agreements. We asserted in the complaint
that  these  termination  fee  provisions  are  unfair  and  unbalanced,  if not
unconscionable,  and should not have been included in the management agreements,
and would not have been so included had Messrs.  Lindsay and Harvey  caused Azco
Mining to obtain  independent legal counsel to advise Azco Mining with regard to
the  provisions  of the  management  agreements.  We further  asserted  that the
inclusion of the termination fee provisions was a breach by Messrs.  Lindsay and
Harvey of their  fiduciary  duties to Azco  Mining as  directors  and  executive
officers  and  constituted  misconduct.  Mr.  Lindsay  no  longer  serves  as an
executive  officer or  director.  Mr.  Harvey no longer  serves as an  executive
officer,  but remains a director of the Company and its wholly owned subsidiary,
Azco Mica,  Inc. On January 8, 2001,  the named  defendants  filed an answer and
counterclaim  seeking  damages  for  breach of  contract,  violation  of Arizona
Revised  Statutes  Section 23-353 for failing to pay wages and  compensation due
and unjust enrichment. The litigation is pending.

                                       14

<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.

                                                                AZCO MINING INC.
                                                                ----------------
                                                                    (Registrant)
Date:  November 13, 2001
                                                           /s/ Lawrence G. Olson
                                                           ---------------------
                                                               Lawrence G. Olson
                                                     CEO, President and Chairman

Date: November 13, 2001
                                                             /s/ Ryan A. Modesto
                                                             -------------------
                                                                 Ryan A. Modesto
                                                         Vice President Finance,
                                                             Corporate Secretary