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 MARCH 31, 2004
                                     --------------

[ ]   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 0-28674
                                                -------


                                CADUS CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified on its Charter)


                    Delaware                                   13-3660391
--------------------------------------------------       -----------------------
  (State of Other Jurisdiction of Incorporation             (I.R.S. Employer
                or Organization)                           Identification No.)

       767 Fifth Avenue, New York, New York                      10153
--------------------------------------------------       -----------------------
     (Address of Principal Executive Offices)                  (Zip Code)


Registrant's Telephone Number, Including Area Code           (212) 702-4315
                                                         -----------------------


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  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12-b-2 of the Exchange Act).

                                    Yes             No   X
                                        -----          -----


The number of shares of registrant's common stock, $0.01 par value,  outstanding
as of April 30, 2004 was 13,144,040.


<PAGE>

                                CADUS CORPORATION

                                      INDEX

<TABLE>
<CAPTION>
                                                                                            PAGE NO.
                                                                                            --------

<S>                                                                                         <C>
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS                                              3

                        PART I - CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

               Condensed Consolidated Balance Sheets - March 31, 2004 (unaudited) and          4
               December 31, 2003 (audited)

               Condensed Consolidated Statements of Operations - Three Months Ended            5
               March 31, 2004 and 2003 (unaudited)

               Condensed Consolidated Statements of Cash Flows - Three Months Ended            6
               March 31, 2004 and 2003 (unaudited)

               Notes to Condensed Consolidated Financial Statements (unaudited)              7 - 9

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
         Operations                                                                         10 - 11

Item 3.  Quantitative and Qualitative Disclosures About Market Risk                            11

Item 4.  Controls and Procedures                                                               11

                                PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                     11

Item 2.  Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities      11

Item 3.  Defaults Upon Senior Securities                                                       11

Item 4.  Submission of Matters to a Vote of Security Holders                                   11

Item 5.  Other Information                                                                     12

Item 6.  Exhibits and Reports on Form 8K                                                       12

SIGNATURES                                                                                     13

EXHIBIT INDEX                                                                                  14
</TABLE>


                                       2
<PAGE>

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain   statements  in  this   Quarterly   Report  on  Form  10-Q   constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities  Exchange Act of 1934, as amended.
All statements  other than  statements of historical  fact are  "forward-looking
statements" for purposes of federal and stated  securities  laws,  including any
projections  or  expectations  of  earnings,   revenue,  financial  performance,
liquidity and capital  resources or other financial  items; any statement of our
plans,  strategies  and  objectives  for our future  operations;  any statements
regarding future economic  conditions or performance;  any statements of belief;
and  any   statements   of   assumption   underlying   any  of  the   foregoing.
Forward-looking  statements  may  include  the words  "may,"  "will,"  "should,"
"could," "would," "predicts," "potential," "continue," "expects," "anticipates,"
"future," "intends," "plans,"  "believes,"  "estimates" and other similar words.
Although  the  Company   believes  that  the   expectations   reflected  in  our
forward-looking  statements  are  reasonable,  such  forward-looking  statements
involve  known and unknown  risks,  uncertainties,  and other  factors which may
cause the actual  results,  performance,  or  achievements  of the Company to be
materially  different  from any  future  results,  performance  or  achievements
expressed  or implied by such  forward-looking  statements.  Factors  that could
cause  or  contribute  to such  differences  include,  but are not  limited  to,
technological  uncertainties  regarding  the Company's  technologies,  risks and
uncertainties  relating to the Company's  ability to license its technologies to
third parties, the Company's ability to acquire and operate other companies, the
Company's capital needs and uncertainty of future funding, the Company's history
of operating losses, the Company's dependence on proprietary  technology and the
unpredictability of patent protection, intense competition in the pharmaceutical
and biotechnology industries, rapid technological development that may result in
the  Company's  technologies  becoming  obsolete,  as well as  other  risks  and
uncertainties  discussed in the Company's  other filings with the Securities and
Exchange  Commission.  The  forward-looking  statements  made in this  Quarterly
Report on Form 10-Q are made only as of the date hereof and the Company does not
have  or  undertake  any  obligation  to  publicly  update  any  forward-looking
statements  to  reflect  subsequent  events or  circumstances  unless  otherwise
required by law.


                                       3
<PAGE>

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                CADUS CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                                                      March 31,
                                                                        2004          December 31, 2003
                                                                    -------------     -----------------
                                                                     (Unaudited)           (Audited)
<S>                                                                 <C>               <C>
Current assets:
      Cash and cash equivalents                                     $  24,207,305     $     24,369,223
      Royalty receivable                                                  100,000                   --
      Prepaid and other current assets                                     37,806               34,393
      Investment in marketable securities                               1,156,435            1,412,627
                                                                    -------------     ----------------

           Total current assets                                        25,501,546           25,816,243

Investment in other ventures                                              159,507              162,805
Other assets, net                                                         807,709              827,935
                                                                    -------------     ----------------
           Total assets                                             $  26,468,762     $     26,806,983
                                                                    =============     ================
</TABLE>


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

<TABLE>
<CAPTION>
<S>                                                                 <C>               <C>
Current liabilities:
        Accrued expenses and other current liabilities              $      60,611     $         49,164
                                                                    -------------     ----------------
                   Total current liabilities                               60,611               49,164
                                                                    -------------     ----------------

Commitments

Stockholders' equity:
          Common stock                                                   132,857               132,857
          Additional paid-in capital                                  59,844,355            59,844,355
          Accumulated deficit                                        (33,289,043)          (33,195,567)
          Accumulated other comprehensive income                          20,057               276,249
          Treasury stock                                                (300,075)             (300,075)
                                                                    -------------     ----------------
                 Total stockholders' equity                           26,408,151            26,757,819
                                                                    -------------     ----------------
                 Total liabilities and stockholder's equity         $ 26,468,762      $     26,806,983
                                                                    =============     ================
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

                                CADUS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                  March 31,
                                                                            2004              2003
                                                                       --------------     --------------
                                                                        (Unaudited)        (Unaudited)

<S>                                                                    <C>                <C>
License and maintenance fees                                           $     100,000      $     100,000
                                                                       --------------     --------------
           Total revenues                                                    100,000            100,000
                                                                       --------------     --------------
Costs and expenses:

      General and administrative expenses                                    224,555            292,918

      Loss from equity in other ventures                                       3,298              3,136
                                                                       --------------     --------------
           Total costs and expenses                                          227,853            296,054
                                                                       --------------     --------------
Operating loss                                                              (127,853)          (196,054)

Other income:

      Interest income                                                         34,377             53,587
                                                                       --------------     --------------
(Loss) before income taxes                                                   (93,476)          (142,467)

Income taxes                                                                      --                 --
                                                                       --------------     --------------
           Net (loss)                                                       ($93,476)         ($142,467)
                                                                       ==============     ==============
Basic and diluted loss per weighted average share of
common stock outstanding                                                     ($ 0.01)            ($0.01)
                                                                       ==============     ==============
Weighted average shares of common stock outstanding --
basic and diluted                                                         13,144,040         13,144,040
                                                                       ==============     ==============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>

                                CADUS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                  March 31,
                                                                            2004              2003
                                                                       --------------     --------------
                                                                        (Unaudited)        (Unaudited)

<S>                                                                    <C>                <C>
Cash flows from operating activities

      Net (loss)                                                       $     (93,476)     $    (142,467)
      Adjustments to reconcile net (loss) to net cash (used in)
      operating activities:

           Amortization of patent costs                                       20,226             20,227

           Loss of equity in other ventures                                    3,298              3,136

      Changes in assets and liabilities:

           Increase in license fee receivable                               (100,000)                --
           (Increase) decrease in prepaid and other current assets            (3,413)            19,023
           Increase (decrease) in accrued expenses and other
           current liabilities                                                11,447            (60,293)
                                                                       --------------     --------------
Net cash (used in) operating activities                                     (161,918)          (160,374)
                                                                       --------------     --------------
Net (decrease) in cash and cash equivalents                                 (161,918)          (160,374)

Cash and cash equivalents - beginning of period                           24,369,223         24,923,071
                                                                       --------------     --------------
Cash and cash equivalents - end of period                              $  24,207,305      $  24,762,697
                                                                       ==============     ==============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       6
<PAGE>

                                CADUS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note - 1      ORGANIZATION AND BASIS OF PREPARATION

              The  information  presented  as of  March  31,  2004  and  for the
              three-month  period then ended,  is  unaudited,  but  includes all
              adjustments  (consisting only of normal  recurring  accruals) that
              the  Company's  management  believes to be necessary  for the fair
              presentation  of  results  for  the  periods  presented.   Certain
              information  and  footnote   disclosures   normally   included  in
              financial   statements  prepared  in  accordance  with  accounting
              principles generally accepted in the United States of America have
              been omitted  pursuant to the  requirements  of the Securities and
              Exchange  Commission,  although  the  Company  believes  that  the
              disclosures included in these financial statements are adequate to
              make  the  information  not  misleading.  The  December  31,  2003
              consolidated  balance sheet was derived from audited  consolidated
              financial statements. These financial statements should be read in
              conjunction  with the Company's annual report on Form 10-K for the
              year ended December 31, 2003.

              The consolidated  financial statements include the accounts of the
              Company and its wholly owned subsidiary, Cadus Technologies, Inc.,
              organized  in  December  2001.  All  inter-company   balances  and
              transactions have been eliminated in consolidation.

              The results of operations for the  three-month  period ended March
              31,  2004 are not  necessarily  indicative  of the  results  to be
              expected for the year ending December 31, 2004.

Note - 2      NET LOSS PER SHARE

              For the  three-month  periods  ended March 31, 2004 and 2003 basic
              net loss per share is  computed  by  dividing  the net loss by the
              weighted average number of common shares outstanding.  Diluted net
              loss per share is the same as basic  net loss per share  since the
              inclusion of 323,403 and 495,975 shares of potential  common stock
              equivalents  (stock  options and warrants) in the  computation  at
              March 31, 2004 and 2003, respectively, would be anti-dilutive.

Note - 3      LICENSING AGREEMENTS

              In  December  2001,  the Company  licensed  its  yeast-based  drug
              discovery  technologies  on  a  non-exclusive  basis  to  a  major
              pharmaceutical company. Under the licensing agreement, the Company
              received  an  up-front  non-refundable  fee of  $500,000  that was
              recorded  as  revenue  in  the  December  31,  2001   consolidated
              statement of operations as the Company has no further  involvement
              with the development of the product.  The Company received payment
              in January 2002. The Company received an additional  licensing fee
              in 2002 of  $1,000,000  upon the  licensee  achieving  a  research
              milestone.  The licensee is entitled to use the  technologies  for
              five years from the date of the  agreement.  Following the initial
              five-year  term, the licensee may renew the license  annually upon
              payment of an annual licensing fee of $250,000. In September 2003,
              the parties entered into an addendum to the agreement  pursuant to
              which the  Company  extended  the license to an  affiliate  of the
              licensee  in  consideration  for  the  licensee  agreeing  to  pay
              $120,000 to the Company.

              In February  2000,  Cadus  licensed to OSI  Pharmaceuticals,  Inc.
              ("OSI"), on a non-exclusive  basis, its yeast-based drug discovery
              technologies,  including  various reagents and its library of over
              30,000 yeast strains, and its bioinformatics software. OSI paid to
              Cadus a license fee of $100,000  and an access fee of $600,000 and
              in December 2000 a  supplemental  license fee


                                       7
<PAGE>

                                CADUS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



              of $250,000. OSI is also obligated to pay an annual maintenance
              fee of $100,000 until the earlier of 2010 or the termination of
              the license. OSI may terminate the license at any time on 30 days
              prior written notice. During the three-month period ended March
              31, 2004 and 2003, the Company recognized $100,000 of license
              revenue related to this agreement.

Note - 4      INVESTMENT IN MARKETABLE SECURITIES

              The Company had an equity interest in Axiom Biotechnologies,  Inc.
              ("Axiom").   Due  to  Axiom's  operating  losses,   the  Company's
              investment  was written down to $0 at December 31, 2001. On August
              30, 2002,  Axiom  entered into a merger  agreement  with a wholly-
              owned subsidiary of Sequenom, Inc. which is publicly traded on the
              Nasdaq National Market. In connection with the merger, the Company
              received  441,446  common  shares of  Sequenom,  Inc.  with a fair
              market  value of $2.43 per  share in  exchange  for its  shares in
              Axiom.  Pursuant to the merger,  102,685 of the Company's  441,446
              common  shares of Sequenom,  Inc. were held in escrow (the "Escrow
              Shares")  for a one-year  period that  expired on August 30, 2003.
              The Escrow Shares were held to secure  rights to  indemnification,
              compensation and  reimbursement of Sequenom and other  indemnitees
              as  provided  in the  merger  agreement.  Upon the  closing of the
              transaction, Cadus recorded a realized gain of $823,189 related to
              the 338,761 common shares received in the  consolidated  statement
              of operations  for the year ended  December 31, 2002.  The Company
              was advised that the Escrow Shares had been released on August 30,
              2003 and,  accordingly,  the Company  recorded a realized  gain on
              marketable  securities related to the Escrow Shares of $313,189 in
              the  consolidated  statement  of  operations  for the  year  ended
              December  31,  2003.  In May 2004,  the Company  became aware that
              38,507 shares of the 102,685 Escrow Shares were forfeited pursuant
              to the  indemnification  provisions  of the merger  agreement  and
              therefore not issued to the Company.  Accordingly, to reflect this
              reduction  of the  Escrow  Shares  received  by the  Company,  the
              investment in marketable securities was reduced by $123,222 on the
              accompanying consolidated balance sheet as of March 31, 2004.

              Pursuant to the  provisions  of Statement of Financial  Accounting
              Standards  No.  115,  "Accounting  for  Certain  Debt  and  Equity
              Securities"  management deems its investment in Sequenom,  Inc. to
              be  available  for sale and reports its  investment  at fair value
              with net unrealized gains or losses reported in accumulated  other
              comprehensive income within stockholders' equity.

Note - 5      ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED ASSETS

              Statement of Financial  Accounting  Standards No. 144, "Accounting
              for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"),
              addresses financial accounting and reporting for the impairment or
              disposal of long-lived  assets.  The Company's  long-lived  assets
              (principally capitalized patent costs) are required to be measured
              at the lower of carrying amount of fair value,  less cost to sell,
              whether   reported  in  continuing   operations  or   discontinued
              operations.   Intangibles  with   determinable   lives  and  other
              long-lived  assets are reviewed for impairment  whenever events or
              changes in  circumstances  indicate that the carrying  value of an
              asset may not be recoverable.  The Company's  judgments  regarding
              the existence of impairment indicators are based on historical and
              projected  future  operating  results,  changes  in the  Company's
              overall business strategy,  and market and economic trends. In the
              future, events could cause the Company to conclude that impairment
              indicators exist and that certain  intangibles  with  determinable
              lives and other long-lived assets are impaired


                                       8
<PAGE>

                                CADUS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



              which may result in an adverse impact on the Company's financial
              condition and results of operations. The provisions of SFAS No.
              144 did not have an impact on the Company's financial statements
              as of and for the three months ended March 31, 2004.



Note - 6      RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In March 2004,  the Emergency  Issues Task Force ("EITF")  reached  consensus on
Issue  No.  03-1,  "The  Meaning  of  Other-Than-Temporary  Impairment  and  Its
Application  to Certain  Investments"  regarding  disclosures  about  unrealized
losses on  available-for-sale  debt and equity  securities  accounted  for under
Financial  Account  Standards Board Statements No. 115,  "Accounting for Certain
Investments in Debt and Equity Securities," and No. 124, "Accounting for Certain
Investments Held by Not-for-Profit  Organizations."  The guidance for evaluating
whether an investment is  other-than-temporarily  impaired  should be applied in
such  evaluations made in reporting  periods  beginning after June 15, 2004. The
disclosures are effective in annual financial statements for fiscal years ending
after December 15, 2003, for investments  accounted for under Statements 115 and
124. For all other  investments  within the scope of this Issue, the disclosures
are effective in annual financial  statements for fiscal years ending after June
15, 2004. The additional  disclosures for cost method  investments are effective
for  fiscal  years  ending  after June  15,  2004.  The Company does not  expect
that the  implementation  of EITF  03-1  will  have  a  material  effect  on its
financial statements.


                                       9
<PAGE>

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

OVERVIEW

The  Company  was  incorporated  in  1992  and  until  July  30,  1999,  devoted
substantially  all of its resources to the  development and application of novel
yeast-based and other drug discovery technologies. On July 30, 1999, the Company
sold its drug discovery assets and ceased its internal drug discovery operations
and research efforts for collaborative partners.

At March 31, 2004, the Company had an accumulated deficit of approximately $33.3
million.  The Company's losses have resulted  principally from costs incurred in
connection  with its research and  development  activities  and from general and
administrative costs associated with the Company's operations.  These costs have
exceeded the Company's  revenues and interest income. As a result of the sale of
its drug  discovery  assets and the  cessation  of its internal  drug  discovery
operations and research efforts for collaborative  partners,  the Company ceased
to have  research  funding  revenues  and  substantially  reduced its  operating
expenses.  The Company expects to generate  revenues in the future only if it is
able to license its technologies.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2004 AND MARCH 31, 2003

REVENUES

Revenues for the three months ended March 31, 2004 and 2003 were $100,000, which
is the annual maintenance fee from OSI.

COSTS AND EXPENSES

General and  administrative  expenses decreased to $224,555 for the three months
ended March 31, 2004 from $292,918 for the same period in 2003. Patent costs and
professional fees decreased by $64,882;  insurance expense decreased by $17,912;
there was an increase in sales taxes of $12,960 due in connection  with the sale
of assets to OSI in 1999 as a result of an audit;  and there were net  increases
in other expenses of $1,471.

For the three  months  ended  March 31, 2004 the  Company  recognized  a loss of
$3,298 in its investment in Laurel Partners  Limited  Partnership.  The loss for
the same period in 2003 was $3,136.

INTEREST INCOME

Interest  income for the three months ended March 31, 2004 was $34,377  compared
to  interest  income of $53,587 for the same  period in 2003.  This  decrease is
attributable primarily to lower interest rates earned on invested funds.

NET (LOSS)

Net loss for the three months ended March 31, 2004 was $93,476 compared to a net
loss of $142,467 for the same period in 2003.  This  decrease in net loss can be
attributed  primarily to a decrease in professional  fees and insurance  expense
offset by a decrease in interest income.


                                       10
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2004 the Company held cash and cash  equivalents  of $24.2 million.
The Company's working capital at March 31, 2004 was $25.4 million.

The Company believes that its existing capital resources, together with interest
income,  will be sufficient to support its  operations  through the end of 2005.
This  forecast  of the  period of time  through  which the  Company's  financial
resources  will be  adequate  to support  its  operations  is a  forward-looking
statement that may not prove accurate and, as such, actual results may vary. The
Company's  capital  requirements  may vary as a result of a number  of  factors,
including  the  transactions,  if any,  arising  from the  Company's  efforts to
acquire or invest in companies and  income-producing  assets and the expenses of
pursuing such transactions.

Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's earnings and cash flows are subject to fluctuations due to changes
in interest  rates  primarily  from its investment of available cash balances in
money  market funds with  portfolios  of  investment  grade  corporate  and U.S.
government securities.  The Company does not believe it is materially exposed to
changes in interest rates.  Under its current  policies the Company does not use
interest  rate  derivative  instruments  to manage  exposure  to  interest  rate
changes.

Item 4.    CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Based on the  evaluation of the  Company's  disclosure  controls and  procedures
conducted as of the period  covered by this report on Form 10-Q,  the  Company's
President  and Chief  Executive  Officer,  who also  performs the functions of a
principal  financial officer,  concluded that the Company's  disclosure controls
and procedures (as defined in Rules  13a-15(e) and 15d-15(e)  promulgated  under
the Securities Exchange Act of 1934) are effective.

CHANGES IN INTERNAL CONTROLS

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their  evaluation,  nor were any  corrective  actions  required  with  regard to
significant deficiencies and material weaknesses.

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

Item 1.    Legal Proceedings.

           None.

Item 2.    Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
           Securities.

           None.

Item 3.    Defaults Upon Senior Securities.

           None.

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

           None.


                                       11
<PAGE>

Item 5.    Other Information.

           None.

Item 6.    Exhibits and Reports on Form 8-K.

           (a) The Exhibits listed in the Exhibit Index are included in this
               quarterly report on Form 10-Q.

           (b) Reports on Form 8-K.

               A Current Report on Form 8-K was filed on May 11, 2004 to report
               a change in the Company's certifying accountant to Grant Thornton
               LLP from KPMG LLP.


                                       12
<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.

                                            CADUS CORPORATION
                                            (REGISTRANT)


Dated: May 17, 2004      By:  /s/ David Blitz
                             --------------------------------------------------
                              David Blitz
                              President and Chief Executive Officer (Authorized
                              Officer and Principal Financial Officer)


                                       13
<PAGE>

                                  EXHIBIT INDEX


The following exhibits are filed as part of this Quarterly Report on Form 10-Q:

Exhibit No.                               Description
----------                                -----------

31                                        Certifications

32                                        Certification Pursuant to 18 U.S.C.
                                          Section 1350, as Adopted Pursuant to
                                          Section 906 of the Sarbanes-Oxley Act
                                          of 2002



                                       14