<PAGE>   1

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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-Q/A

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

(Mark One)

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

     For the quarterly period ended April 3, 1999

                                       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 33-67854
                                               ----------

                              CMI INDUSTRIES, INC.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                   Delaware                                      57-0836097
---------------------------------------------               -------------------
(State or other jurisdiction of incorporation               (I.R.S. Employer
or organization)                                            Identification No.)


1301 Gervais Street, Suite 700, Columbia, South Carolina                  29201
-------------------------------------------------------------------------------
(Address of principal executive office)                               (Zip Code)

Registrant's telephone number including area code:               (803) 771-4434

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

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
                                        ---      ---

As of April 3, 1999, there were 1,695,318 shares of $1 Par Value Common Stock
outstanding.


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

<PAGE>   2




PART I      FINANCIAL INFORMATION

Item 1.     Consolidated Financial Statements

                              CMI INDUSTRIES, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Operations
                      (000's Omitted Except Per Share Data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED
                                                         -------------------------
                                                          APRIL 4,        APRIL 3,
                                                            1998            1999
                                                         ---------       ---------

<S>                                                      <C>             <C>
Net sales                                                $ 109,045       $  93,121
Cost of sales                                               92,825          84,214
                                                         ---------       ---------
        Gross profit                                        16,220           8,907
Selling, general and administrative expenses                 8,844           8,196
                                                         ---------       ---------
        Operating income                                     7,376             711
Other income (expense):
   Interest expense                                         (3,231)         (3,213)
   Other, net                                                  437             333
                                                         ---------       ---------
                                                            (2,794)         (2,880)

       Income (loss) before income taxes                     4,582          (2,169)
Provision for income taxes                                   1,775            (850)
                                                         ---------       ---------

       Net income (loss)                                 $   2,807       $  (1,319)
                                                         =========       =========

Average shares outstanding during period                     1,695           1,695

Net income (loss) per share                              $    1.66       $   (0.78)

Depreciation and amortization included in the above
   costs and expenses:                                   $   4,365       $   4,350
</TABLE>


                             See Accompanying Notes.



                                        2

<PAGE>   3


                              CMI INDUSTRIES, INC.
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets
                        January 2, 1999 and April 3, 1999

                                 (000's Omitted)

<TABLE>
<CAPTION>
                                                        JANUARY 2,      APRIL 3,
                                                           1999           1999
                                                        ---------       ---------
                                                                       (Unaudited)
<S>                                                     <C>             <C>
ASSETS
------

  Current assets:
     Cash and cash equivalents                          $   3,911       $   1,163

     Receivables, less allowance for doubtful
       accounts of $1,200 and $1,300                       50,884          52,958
     Inventories: (note 3)
       Raw materials                                        9,754          11,299
       Work-in-progress                                    19,386          19,086
       Finished goods                                      20,716          22,401
       Supplies                                             4,342           4,339
                                                        ---------       ---------
                                                           54,198          57,125

     Other current assets                                   7,431           2,443
                                                        ---------       ---------

            Total current assets                          116,424         113,689

  Property, plant and equipment: (note 4)
      Land and land improvements                            3,326           3,326
      Buildings and leasehold improvements                 40,049          40,049
      Machinery and equipment                             207,923         207,931
      Construction in progress                              4,967           7,603
                                                        ---------       ---------
                                                          256,265         258,909
      Less accumulated depreciation                      (159,247)       (163,427)
                                                        ---------       ---------
                                                           97,018          95,482

  Other assets:
     Cash value of life insurance, intangibles,
       deferred charges, and other assets                   9,724           9,996
                                                        ---------       ---------

                                                        $ 223,166       $ 219,167
                                                        =========       =========
</TABLE>

                             See Accompanying Notes.

                                        3


<PAGE>   4


                              CMI INDUSTRIES, INC.
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets
                        January 2, 1999 and April 3, 1999
                        (000's Omitted Except Share Data)



<TABLE>
<CAPTION>
                                                               JANUARY 2,      APRIL 3,
                                                                  1999           1999
                                                               ----------     ---------
                                                                             (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S>                                                            <C>            <C>
     Current liabilities:
       Payable - book overdraft                                  $ 12,247      $  6,840
       Current portion of long-term debt (note 2)                      --         4,000
       Accounts payable                                            13,914        15,414
       Accrued expenses                                            13,633         9,903
                                                                 --------      --------
          Total current liabilities                                39,794        36,157

     Long-term debt (note 2)                                      124,536       126,402
     Deferred income taxes                                          4,506         3,562
     Other liabilities                                             12,247        12,282

     Stockholders' equity:
       Common stock of $1 par value per share;
       2,100,000 shares authorized, 1,695,318 shares issued         1,695         1,695
       Paid-in capital                                             11,358        11,358
       Retained earnings (note 2)                                  29,030        27,711
                                                                 --------      --------

          Total stockholders' equity                               42,083        40,764
                                                                 --------      --------

                                                                 $223,166      $219,167
                                                                 ========      ========
</TABLE>




                             See Accompanying Notes.

                                        4

<PAGE>   5




                              CMI INDUSTRIES, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
           For the Three Months Ended April 4, 1998 and April 3, 1999
                                 (000s omitted)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 APRIL 4,      APRIL 3,
                                                                   1998         1999
                                                                 -------       -------
<S>                                                              <C>           <C>
Cash flows from operating activities:
     Net income (loss)                                           $ 2,807       $(1,319)
     Adjustments to reconcile net income (loss) to
        net cash provided by operating activities:
         Depreciation and amortization                             4,365         4,350
         Changes in assets and liabilities
              Receivables                                         (6,329)       (2,074)
              Inventories                                         (7,641)       (2,927)
              Other current assets                                  (415)        4,988
              Other assets                                          (609)         (382)
              Accounts payable                                     5,276         1,500
              Accrued expenses                                    (1,470)       (3,730)
              Income taxes payable                                  (141)           --
              Deferred income taxes                                1,706          (944)
              Other liabilities                                       12            35
                                                                 -------       -------
                  Net cash used in operating activities           (2,439)         (503)
                                                                 -------       -------

Cash flows from investing activities:
     Capital expenditures, net                                    (1,950)       (2,679)
                                                                 -------       -------
                  Net cash used in investing activities           (1,950)       (2,679)
                                                                 -------       -------

Cash flows from financing activities:
     Net borrowings on revolving credit facilities                 6,152         5,841
     Decrease in payable-book overdraft                             (859)       (5,407)
                                                                 -------       -------
                  Net cash provided by financing activities        5,293           434
                                                                 -------       -------

                  Net increase (decrease) in cash                    904        (2,748)

Cash and cash equivalents at beginning of year                     1,729         3,911
                                                                 -------       -------

Cash and cash equivalents at end of period                       $ 2,633       $ 1,163
                                                                 =======       =======

Supplemental disclosures of cash flow information:
     Cash paid during the period for:
         Interest                                                $ 6,053       $ 6,126
                                                                 =======       =======
         Income taxes                                            $   130       $    94
                                                                 =======       =======
</TABLE>


                             See Accompanying Notes.

                                        5

<PAGE>   6


Notes to Consolidated Financial Statements

Note 1:

Basis of Presentation:

         The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. All significant intercompany balances
and transactions have been eliminated. In the opinion of management, the
accompanying unaudited consolidated financial statements include all adjustments
necessary to present fairly the Consolidated Balance Sheet as of April 3, 1999,
the Consolidated Statements of Cash Flows for the three months ended April 4,
1998, and April 3, 1999, and the Consolidated Statements of Operations for the
three months then ended. All dollar amounts are rounded to thousands. The
Consolidated Balance Sheet as of January 2, 1999 has been audited, but the
auditor's report is not included herein. The disclosures accompanying these
interim financial statements are condensed and should be read in conjunction
with the disclosures in the annual financial statements.


Note 2:

Long-Term Debt:

         In October 1993, the Company completed a public offering ("the
Offering") of $125,000 in aggregate principal amount of 9 1/2% Senior
Subordinated Notes ("Notes") due October 1, 2003. The Notes are general
unsecured obligations of the Company. Interest on the Notes is payable
semiannually. The Notes are redeemable at the option of the Company at the
following redemption prices (expressed as a percentage of the principal amount),
plus accrued interest, if redeemed during the 12-month period beginning on
October 1 of the years indicated:

<TABLE>
<CAPTION>
               YEAR                          REDEMPTION PRICE
               ----                          ----------------
               <S>                           <C>
               1998                              104.750%
               1999                              102.375%
               2000 and thereafter               100.000%
</TABLE>

         In March 1996, the Company replaced a $92 million unsecured revolving
credit facility with a new credit agreement and renewed a Wachovia Bank of SC
facility at $4 million. The Company and the lenders amended the new credit
agreement in February 1997 to reduce the borrowing limit to $65 million, to
contemplate the realignment of the Company's assets into separate operating
entities, which was completed during 1997, and to extend the maturity of the
secured revolving credit facility by two years to January 2000. The borrowings
under the new credit agreement are secured by all receivables, certain
inventories and certain intangibles.


                                       6
<PAGE>   7


         Long-term debt as of January 2, 1999 and April 3, 1999 consisted of:

<TABLE>
<CAPTION>
                                                 January 2, 1999     April 3, 1999
                                                 ---------------     -------------
<S>                                              <C>                 <C>
Borrowings under credit agreements:
     Secured revolving credit facility               $     --          $  1,842
     Unsecured Wachovia Bank of SC facility                --             4,000
Senior subordinated notes, net                        124,536           124,560
                                                     --------          --------
                                                      124,536           130,402
Less current portion                                       --             4,000
                                                     --------          --------

Long-term debt                                       $124,536          $126,402
                                                     ========          ========
</TABLE>

         The secured revolving credit facility requires a commitment fee of 3/8
of 1% per annum on all unused amounts and as of April 3, 1999, the Company could
have borrowed an additional $50 million under the credit facility. Interest on
the secured revolving credit facility is based on a floating prime rate or an
eurodollar rate plus 1 1/2%. At April 2,1999 the average interest rate on the
revolving credit facility was 8.0%. The Wachovia Bank of South Carolina facility
is unsecured, requires no commitment fee and may be terminated by the bank with
100 days notice. Interest on the Wachovia Bank of South Carolina facility
accrues at an amount based on the daily Federal Funds rate, which was 7.15% at
April 3, 1999.

         The credit agreements and indenture contain various restrictive
covenants and conditions requiring, among other things, minimum levels of net
worth, certain interest coverage ratios, prohibitions against certain borrowings
and advances, and a negative covenant limiting the Company's right to grant
security interests or other liens on its assets. In addition, the credit
agreements and the indenture pursuant to which the Notes were issued contain
restrictions on the Company's ability to pay cash dividends or purchase its
capital stock. Under the most restrictive covenant, as of April 3, 1999, the
Company was authorized to pay up to $3 million of cash dividends or capital
stock purchases. At April 3, 1999, the Company was in compliance with all
covenants under all credit agreements.

         As part of the Company's workers' compensation insurance agreements in
South Carolina, Alabama, Georgia and Virginia, the Company has obtained letters
of credit for $750, $200, $250 and $75, respectively. The letters of credit
expire on February 10, 2000, June 30, 1999, January 11, 2000 and April 10, 2000,
respectively. At April 3, 1999, the Company owed no amount under these letters
of credit.

Note 3:

Inventories:

         Inventories at January 2, 1999 and April 3, 1999 are stated at the
lower of cost (first-in, first-out) or market, and include the costs of raw
materials, direct labor, and manufacturing overhead.


                                       7
<PAGE>   8

Note 4:

Property, Plant and Equipment:

         All additions to property, plant and equipment are stated at cost.
Depreciation is calculated for financial reporting purposes by the straight-line
method over the estimated useful lives of the respective assets.

Note 5:

Segment Information

         The Company manages its businesses through three operating divisions:
the Greige Fabrics Division, the Elastic Fabrics Division, and the Chatham
Division. The Greige Fabrics Division produces greige woven fabrics, such as
printcloths, broadcloths, twills and other fabrics used in home furnishings,
apparel and industrial applications. The Elastic Fabrics division produces woven
and knitted elasticized fabrics used in the manufacturing of intimate apparel,
activewear and swimwear. The Chatham Division produces upholstery fabrics used
in the automotive and furniture industries; and consumer products used in the
home textile industry. Information about the Company's three segments and the
items necessary to reconcile this information to the Company's consolidated
results are as follows:

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                              ---------------------------------------
                                              APRIL 4, 1998             APRIL 3, 1999
                                              -------------             -------------
<S>                                           <C>                       <C>
Net sales
        Greige                                  $  40,988                 $  28,660
        Chatham                                    43,314                    38,881
        Elastics                                   24,743                    25,580
                                                ---------                 ---------
        Total                                   $ 109,045                 $  93,121
                                                =========                 =========

Operating income (loss)
        Greige                                  $   4,602                 $  (1,518)
        Chatham                                     1,824                      (144)
        Elastics                                    2,714                     3,255
        Corporate                                  (1,764)                     (882)
                                                ---------                 ---------
        Total                                       7,376                       711

Interest expense                                    3,231                     3,213
Other expense (income), net                          (437)                     (333)
                                                ---------                 ---------

Income (loss) before income taxes               $   4,582                 $  (2,169)
                                                =========                 =========

Operating margin
        Greige                                       11.2                      (5.3)
        Chatham                                       4.2                      (0.4)
        Elastics                                     11.0                      12.7
                                                ---------                 ---------
        Total                                         6.8%                      0.8%
                                                =========                 =========
</TABLE>




                                       8
<PAGE>   9

<TABLE>
<S>                                             <C>                       <C>
Identifiable assets
     Greige                                     $  88,939                 $  77,279
     Chatham                                       80,589                    80,296
     Elastics                                      45,699                    43,025
     Corporate                                     14,819                    18,567
                                                ---------                 ---------
     Total                                      $ 230,046                 $ 219,167
                                                =========                 =========

Depreciation and amortization
     Greige                                     $   2,184                 $   2,216
     Chatham                                        1,192                     1,272
     Elastics                                         760                       648
     Corporate                                        229                       214
                                                ---------                 ---------
     Total                                      $   4,365                 $   4,350
                                                =========                 =========

Capital expenditures
     Greige                                     $     924                 $     801
     Chatham                                          935                     1,450
     Elastics                                         291                       173
     Corporate                                       (200)                      255
                                                ---------                 ---------
     Total                                      $   1,950                 $   2,679
                                                =========                 =========
</TABLE>







                                       9
<PAGE>   10



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

         This report contains statements which to the extent that they are not
recitations of historical fact, may constitute "forward looking statements"
within the meaning of applicable federal securities laws. All forward looking
statements contained in this report are intended to be subject to the safe
harbor protection provided by the Private Securities Litigation Reform Act of
1995 and Section 21E of the Securities Exchange Act of 1934, as amended. For a
discussion identifying some important factors that could cause actual results to
vary materially from those anticipated in the forward looking statements made by
the Company, see the Company's Annual Report on Form 10-K for the year ended
January 2, 1999, including, but not limited to, the "Overview" discussion to
Management's Discussion and Analysis of Financial Condition and Results of
Operations on pages 18 through 21 of the Annual Report.

Results of Operations

Three Months Ended April 3, 1999
Compared with Three Months Ended April 4, 1998

Sales

         Sales for the three months ended April 3, 1999 decreased $15.9 million
or 14.6% from $109.0 million to $93.1 million over the corresponding period of
1998. Sales of the Greige Fabrics Division decreased $12.3 million or 30%, sales
of the Elastic Fabrics Division increased $0.8 or 3.3%, while sales of the
Chatham Division decreased $4.7 million or 10.9%. The decrease in sales for the
Greige Fabrics Division consisted of a $0.4 million decline in sales of 100%
filament fabrics produced at the Company's Clarkesville, Georgia facility. Sales
of blended or 100% cotton greige fabrics decreased $11.9 million as a result of
a 21% decrease in average selling prices and a 16% decline in volume. The
decrease in sales for the Chatham Division included a $4.5 million decrease in
automotive upholstery sales associated with the loss of a placement at both
General Motors and Ford. Sales of furniture upholstery were up $0.7 million due
to increased volume and improving demand for its new residential furniture and
Sheneele upholstey product offerings, while sales of consumer products increased
$0.5 million.

Earnings

         Operating income for the three months ended April 3, 1999 decreased
$6.7 million from $7.4 million to an operating profit of $0.7 million. The
decrease in profitability is due to the Greige Fabrics Division, as the influx
of lower priced imported fabrics and excess inventory levels at both customers
and competitors have significantly surpressed demand for domestic production of
greige fabrics. Consequently, the impact from both reduced selling prices and
volumes has more than offset the benefit associated with lower raw material
costs and reduced the profitability of the Greige Fabrics Division by $6.1
million. Earnings at the Company's Chatham Division were down $2.0 million due
to the decline in sales and because of margin deterioration in its Consumer
Products business. Increased earnings at the Company's Elastic



                                       10
<PAGE>   11

Fabrics Division and reduced corporate administrative expenses helped to
partially offset the decline in earnings at the Greige Fabrics Division and the
Chatham Division.

         Interest expense for the three months ended April 3, 1999 was $3.2
million and remained unchanged from the same period in 1998.

         As a result of the above mentioned items, income before income taxes
decreased $6.8 million for the three months ended April 3, 1999 over the
corresponding period in 1998, while the provision for income taxes decreased
$2.6 million. Consequently, net income of $2.8 million for the first three
months of fiscal 1998 declined by $4.1 million to a net loss of $1.3 million for
the first quarter of 1999.

Financial Condition

         For the three months ended April 3, 1999, the Company increased its net
borrowings by $5.8 million and reduced its cash balances by $2.7 million. The
Company used these borrowings and cash sources to fund a $0.5 million shortfall
from operations, to finance $2.7 million of capital expenditures, and to reduce
its payable-book overdraft by $5.4 million.

         At April 3, 1999, working capital was approximately $77.5 million as
compared to approximately $76.6 million at January 2, 1999. The increase in
working capital can be attributed to the increased sales at the end of the first
quarter as compared to the end of the year when shipments and production are
generally curtailed during the holiday weeks of Christmas and New Year's.
Additionally, working capital at April 3, 1999 included a $1.8 million increase
in raw cotton inventories due to the seasonal nature of these purchases while
accrued expenses were down because the Company paid its scheduled semiannual
interest payment on the Notes of $5.9 million on April 1, 1999. Management is
not aware of any present or potential impairments to the Company's liquidity.

         At April 3, 1999, long-term debt of approximately $126.4 million
represented 75.6% of total capital, compared to 74.7% at January 2, 1999.

         The Company believes that funds from operations during the balance of
fiscal 1999 and amounts available under the credit agreements (see note 2 to
consolidated financial statements) are adequate to finance capital expenditures
of approximately $10 million during the remainder of 1999, in addition to
meeting working capital requirements and scheduled debt service payments.

Impact of Year 2000

         The Company presently expects to spend approximately $1.0 million
during the remainder of 1999 to complete the replacement and modification of its
computer information systems to ensure the proper processing of transactions
relating to Year 2000 and beyond. Included in this amount are expenditures to
implement certain new or improved systems which not only achieve Year 2000
compliance, but significantly improve

                                       11
<PAGE>   12
and expand operational capabilities of certain of the Company's computer
systems. The Company has inventoried all critical financial, human resource,
operational and manufacturing systems and has developed detailed plans for the
necessary system modifications or replacements. As of the date of this filing,
the Company believes it has completed approximately 85% of the new system
installations or existing system modifications, and expects to complete the
balance of these system changes in the second and third quarter of fiscal 1999.
Testing and certification of all business critical systems is expected to be
substantially concluded by September 1999.

         Additionally, the Company is communicating with its suppliers, vendors
including machinery manufacturers, and customers to determine the status of
their Year 2000 initiatives and appropriate contingency plans are being
developed to address identified risks in these areas.

         Executive management regularly reviews the status of its Year 2000
efforts and based on analyses of its own systems and discussions with and
surveys of its key vendors and customers, management currently believes that
Company information and manufacturing systems affected by Year 2000 issues have
been or will be timely identified and that its implementation plans will render
all material systems Year 2000 compliant on a timely basis; however, should
other entities upon whose systems the Company relies fail to properly address
Year 2000 compliance issues, or should key resources required to achieve the
initiatives described herein become unavailable or prove to be unreliable, the
Company's effectiveness in achieving Year 2000 compliance could be delayed,
which could have a material adverse effect on the Company's results of
operations.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         Interest rate risk. The Company has exposure to interest rate changes
primarily relating to interest rate changes under its bank credit agreements.
The Company's bank credit agreements bear interest at rates which vary with
changes in (i) the London Interbank Offered Rate (LIBOR) or (ii) a rate of
interest announced publicly by The First National Bank of Boston. Although the
Company is not presently a party to any contracts in which it speculates on the
direction of interest rates, the Company has in the past and may, in the future,
enter into contracts which have the effect of speculating on the direction of
interest rates. As of April 3, 1999, the Company had $5,842 of outstanding
indebtedness under its bank credit agreements which bore interest at variable
rates. The Company believes that the effect, if any, of reasonably possible
near-term changes in interest rates on the Company's consolidated financial
position, results of operations or cash flows would not be material.

         Commodity price risk. A portion of the Company's raw material is cotton
which is subject to price volatility caused by weather, production problems,
delivery difficulties and other factors which are outside the control of the
Company. The Company believes that at certain times, changes in cotton pricing
may not be adjusted for by changes in its product

                                       12

<PAGE>   13
pricing and therefore could have a significant effect on the Company.
Consequently, the Company purchases futures contracts to hedge against
fluctuations in the price of raw material cotton. Increases or decreases in the
market price of cotton may affect the fair value of cotton commodity futures
contracts. As of April 3, 1999, the Company had contracted for 26,855 bales of
cotton through commodity futures contracts. A 10% decline in the market price of
cotton would have a negative impact of approximately $0.9 million on the fair
value of the Company's outstanding futures contracts.


                                       13
<PAGE>   14


PART II   OTHER INFORMATION

Item 1.  Legal Proceedings

         None Reportable


Item 2.  Changes in Securities

         None


Item 3.  Defaults Upon Senior Securities

         None


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

         At the Annual Meeting of the stockholders of the Company on April 22,
1999, the stockholders elected the following individuals to the Board of
Directors:

                  Joseph L. Gorga                    Stephen M. McLean
                  James A. Ovenden                   Rupinder S. Sidhu
                  W. James Raleigh                   Michael H. deHavenon


Item 5.  Other Information

         None


Item 6.  Exhibits and Reports on Form 8-K

a)       Exhibits

                27.1*      Financial Data Schedule (for SEC use only).

b)       Reports on Form 8-K

         None


---------------
* Previously Filed.



                                       14
<PAGE>   15




                             SIGNATURE OF REGISTRANT



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.



                                         CMI INDUSTRIES, INC.


Date:   May 7, 1999               By       /s/ JOSEPH L. GORGA
                                         --------------------------------------
                                         Joseph L. Gorga
                                         President and Chief Executive Officer


Date:   May 7, 1999               By        /s/ JAMES A. OVENDEN
                                         --------------------------------------
                                         James A. Ovenden
                                         Executive Vice President, Chief
                                         Financial Officer








                                       15