<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


  [X]         Quarterly Report Pursuant to Section 13 or 15(d)
                   of the Securities Exchange Act of 1934


              FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002


                                     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 NO. 1-13394

                              CHASE INDUSTRIES INC.
             (Exact name of Registrant as specified in its charter)

            DELAWARE                                         51-0328047
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                        Identification Number)

                 14212 COUNTY ROAD M-50, MONTPELIER, OHIO 43543
          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (419) 485-3193

                                 Not Applicable
      (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  [ ]
<TABLE>
<S>                                                                                                <C>
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF MAY 8, 2002..........................................15,306,770
NUMBER OF SHARES OF NONVOTING COMMON STOCK OUTSTANDING AS OF MAY 8, 2002.........................................0
</TABLE>



<PAGE>


                              CHASE INDUSTRIES INC.

                                TABLE OF CONTENTS

                          PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                              ----
<S>                                                                                                            <C>
ITEM 1.          FINANCIAL STATEMENTS (UNAUDITED):

                 Consolidated Balance Sheet as of March 31, 2002
                           and December 31, 2001..............................................................   3

                 Consolidated Statement of Income for the Three Months Ended
                           March 31, 2002 and 2001............................................................   4

                 Consolidated Statement of Cash Flows for the Three Months Ended
                           March 31, 2002 and 2001............................................................   5

                 Notes to Consolidated Financial Statements...................................................   6

ITEM 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS  ..................................................................  12

ITEM 3.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...................................  19

                                             PART II.  OTHER INFORMATION

ITEM 6.          EXHIBITS AND REPORTS ON FORM 8-K............................................................   20

                 Signature...................................................................................   22

</TABLE>




                                       2
<PAGE>


                              CHASE INDUSTRIES INC.
                           CONSOLIDATED BALANCE SHEET
               (UNAUDITED; IN THOUSANDS, EXCEPT SHARE INFORMATION)
<TABLE>
<CAPTION>

                                                                   March 31,   December 31,
                                                                      2002         2001
                                                                   ---------    ---------
<S>                                                                <C>          <C>
                              ASSETS
Current assets:
  Cash and cash equivalents                                        $   3,589    $  18,206
  Receivables, net of allowance for doubtful accounts and
    claims of $934 and $916 in 2002 and 2001, respectively            27,875       22,044
  Inventories                                                         14,452       17,491
  Prepaid expenses                                                       678          880
  Deferred income taxes                                                3,885        4,524
  Other assets                                                         3,484        2,831
                                                                   ---------    ---------
      Total current assets                                            53,963       65,976
Property, plant and equipment, net                                   118,972      107,644
Pension intangible asset                                                 668          668
                                                                   ---------    ---------
      Total assets                                                 $ 173,603    $ 174,288
                                                                   =========    =========
                        LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                 $  15,002    $  19,755
  Accrued compensation and benefits                                    3,004        3,907
  Accrued income taxes                                                 3,902        2,638
  Other accrued liabilities                                            2,416        2,126
                                                                   ---------    ---------
      Total current liabilities                                       24,324       28,426
Environmental and other related liabilities                            8,215        8,230
Deferred income taxes                                                 11,171       10,693
Other liabilities                                                      2,553        2,553
                                                                   ---------    ---------
      Total liabilities                                               46,263       49,902
                                                                   ---------    ---------
Commitments and contingencies                                           --           --
                                                                   ---------    ---------
Stockholders' equity:
  Common stock, $.01 par value, 36,310,000 shares authorized;
    15,298,345 and 15,297,745 shares issued and outstanding
    in 2002 and 2001, respectively                                       153          153
  Nonvoting common stock, $.01 par value, 12,300,000 shares
    authorized; 0 shares issued and outstanding in 2002 and 2001        --           --
  Additional paid-in capital                                          31,983       31,980
  Retained earnings                                                   96,420       93,469
  Accumulated other comprehensive loss                                (1,216)      (1,216)
                                                                   ---------    ---------
      Total stockholders' equity                                     127,340      124,386
                                                                   ---------    ---------
      Total liabilities and stockholders' equity                   $ 173,603    $ 174,288
                                                                   =========    =========
</TABLE>


   The accompanying notes are an integral part of the consolidated financial
                                  statements.



                                       3
<PAGE>


                              CHASE INDUSTRIES INC.
                        CONSOLIDATED STATEMENT OF INCOME
               (UNAUDITED; IN THOUSANDS, EXCEPT SHARE INFORMATION)

                                              Three Months Ended March 31,
                                                  2002        2001
                                                --------    --------

Net sales                                       $ 60,866    $ 66,207

Cost of goods sold (exclusive of depreciation
  shown separately below)                         52,594      57,789
                                                --------    --------
    Gross profit                                   8,272       8,418

Selling, general and administrative expenses       1,699       1,450

Tender offer expenses                               --         2,560

Depreciation expense                               2,031       1,707
                                                --------    --------
    Operating income                               4,542       2,701

Interest (income) expense, net                       (33)        183
                                                --------    --------
    Income before income taxes                     4,575       2,518

Provision for income taxes                         1,624         894
                                                --------    --------

Income from continuing operations                  2,951       1,624

Discontinued operations (Note 5):
    Income, net of income taxes                     --            79
                                                --------    --------
                Net income                      $  2,951    $  1,703
                                                ========    ========
Average shares outstanding:
    Basic                                         15,298      15,290
    Diluted                                       15,522      15,488

Earnings per share - Basic:
    Income from continuing operations           $   0.19    $   0.11
    Income from discontinued operations             --          --
                                                --------    --------
                Net income                      $   0.19    $   0.11
                                                ========    ========
Earnings per share - Diluted:
    Income from continuing operations           $   0.19    $   0.10
    Income from discontinued operations             --          0.01
                                                --------    --------
                Net income                      $   0.19    $   0.11
                                                ========    ========


   The accompanying notes are an integral part of the consolidated financial
                                  statements.



                                       4
<PAGE>


                              CHASE INDUSTRIES INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                            (UNAUDITED; IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                  Three Months Ended March 31,
                                                                       2002        2001
                                                                     --------    --------
<S>                                                                  <C>         <C>
Operating activities:
     Income from continuing operations                               $  2,951    $  1,624
     Adjustments to reconcile income from continuing operations
        to net cash used in operating activities:
        Depreciation                                                    2,031       1,707
        Deferred income tax expense                                     1,117         602
        BP settlement                                                    --        (2,000)
        Changes in assets and liabilities:
           Increase in receivables                                     (5,831)     (3,666)
           Decrease in inventories                                      3,039       6,477
           Decrease in accounts payable                                (4,753)    (10,572)
           Increase (decrease) in accrued liabilities                     651        (876)
           Other, net                                                    (466)       (948)
                                                                     --------    --------
           Net cash used in activities of continuing operations        (1,261)     (7,652)
           Net cash used in discontinued operations                      --        (1,515)
                                                                     --------    --------
               Net cash used in operating activities                   (1,261)     (9,167)
                                                                     --------    --------
Investing activities:
     Proceeds from sale of subsidiary                                    --        29,846
     Expenditures for property, plant and equipment                    (2,943)     (7,489)
     Purchase of leased equipment                                     (10,416)       --
                                                                     --------    --------
               Net cash (used in) provided by investing activities    (13,359)     22,357
                                                                     --------    --------
Financing activities:
     Issuance of common stock - options exercised                           3          95
                                                                     --------    --------
               Net cash provided by financing activities                    3          95
                                                                     --------    --------
Net (decrease) increase in cash and cash equivalents                  (14,617)     13,285

Cash and cash equivalents, beginning of period                         18,206       3,993
                                                                     --------    --------
Cash and cash equivalents, end of period                             $  3,589    $ 17,278
                                                                     ========    ========
Supplemental disclosures:
     Interest and bank fees paid                                     $     35    $     98
                                                                     ========    ========
     Income taxes paid                                               $     40    $    356
                                                                     ========    ========
</TABLE>



   The accompanying notes are an integral part of the consolidated financial
                                  statements.



                                       5
<PAGE>


                              CHASE INDUSTRIES INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   SIGNIFICANT ACCOUNTING POLICIES:

     PRINCIPLES OF CONSOLIDATION AND INTERIM FINANCIAL INFORMATION

     The consolidated balance sheet as of March 31, 2002, and December 31, 2001,
and the consolidated statements of income and cash flows for the three months
ended March 31, 2002 and 2001, include the accounts of Chase Industries Inc.
(the "Company"), a Delaware corporation, and its wholly-owned subsidiary, Chase
Brass & Copper Company, Inc. ("CBCC"), a Delaware corporation. All significant
intercompany transactions have been eliminated in consolidation.

     The accompanying consolidated financial statements have been prepared in
accordance with instructions for Form 10-Q and do not include all the
information and footnote disclosures required by generally accepted accounting
principles. The financial information for March 31, 2002 and 2001, included
herein is unaudited and, in the opinion of management, reflects all adjustments
necessary for a fair presentation of such financial information.

     The results of operations for the three months ended March 31, 2002, are
not necessarily indicative of the results of operations that may be expected for
the year ending December 31, 2002. This quarterly report on Form 10-Q should be
read in conjunction with the annual consolidated financial statements included
in the Company's Annual Report on Form 10-K for the year ended December 31,
2001.

     In fourth quarter 2000, the Company decided to divest Leavitt Tube Company,
Inc. ("Leavitt"), a Delaware corporation. On March 15, 2001, the Company signed
a definitive agreement to sell the assets and operations of Leavitt, including
the stock of Holco Corporation ("Holco"), an Illinois corporation and
wholly-owned subsidiary of Leavitt, to privately-held Pinkert Industrial Group,
LLC, headquartered in Chicago, for $31.7 million, before closing costs and fees
of $1.9 million. The sale closed on March 30, 2001. Leavitt has been reflected
in the consolidated financial statements as a discontinued operation. For
additional discussion on the discontinued operation, see Note 5, Discontinued
Operations.

     On August 24, 1990, the Company acquired, through CBCC, the assets and
operations of a Delaware corporation formerly named Chase Brass & Copper
Company, Incorporated ("Old Chase"), pursuant to the Asset Purchase Agreement
("CBCC Purchase Agreement") dated May 10, 1990, by and between the Company,
CBCC, Old Chase, BP Exploration (Alaska) Inc. ("BPE") and The Standard Oil
Company (the "CBCC Acquisition"). BPE and The Standard Oil Company own all the
stock of Old Chase. BPE, The Standard Oil Company and Old Chase are sometimes
referred to herein collectively as "BP." The CBCC Acquisition was accounted for
as a purchase.

     REVENUE RECOGNITION

     Net sales represent gross sales of brass rod less sales discounts and are
recorded at the time of shipment. The gross sales price of brass rod consists of
a metal price charged to the customers and a fabrication price as separate
components. In addition, approximately 11% of pounds sold by CBCC are made on a
"tolling" basis, where the customer consigns brass scrap to CBCC and is only
charged




                                       6
<PAGE>

                              CHASE INDUSTRIES INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

a fabrication price for processing the brass scrap into finished rod. For
tolling sales, the brass metal value is not included in net sales or cost of
goods sold.

     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"). This statement eliminates the amortization of
goodwill, among other things, and replaces it with an annual impairment test.
The adoption of SFAS 142, effective January 1, 2002, did not have any effect on
the Company's financial position or results of operations.

     In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143"). SFAS 143
addresses financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. It applies to legal obligations associated with the retirement of
long-lived assets that result from the acquisition, construction, development
and/or, the normal operation of a long-lived asset, except for certain
obligations of lessees. The adoption of SFAS 143, effective January 1, 2002, did
not have any effect on the Company's financial position or results of
operations.

     In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"). SFAS 144 requires that one accounting model be used for long-lived assets
to be disposed of by sale, whether previously held and used or newly acquired,
and broadens the presentation of discontinued operations to include more
disposal transactions. The adoption of SFAS 144, effective January 1, 2002, did
not have any effect on the Company's financial position or results of
operations.

2.   INVENTORIES:

     Inventories are stated at the lower of cost-or-market, with cost determined
on the last-in, first-out (LIFO) basis. In prior periods inventories have been
written down to lower of cost-or-market and such reduced amounts are considered
cost for subsequent years.

     If the first-in, first out (FIFO) method for determining cost had been
used, inventories would have been approximately $0.4 million lower at March 31,
2002, and $1.0 million lower at December 31, 2001. Inventories consisted of the
following (in thousands):


                                      March 31,      December 31,
                                        2002            2001
                                      ---------     ------------
       Raw materials                 $  3,528        $  3,026
       Work in progress                 6,273           8,613
       Finished goods                   5,738           7,218
                                     --------        --------
                                       15,539          18,857
       Tolling metal due customers     (1,087)         (1,366)
                                     --------        --------
                                     $ 14,452        $ 17,491
                                     ========        ========



                                       7
<PAGE>

                              CHASE INDUSTRIES INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

3.   COMMON STOCK AND EARNINGS PER SHARE:

     The following is a reconciliation of the denominator used in the
computation of basic and diluted earnings per share. Average shares were as
follows:

                             Three Months Ended March 31,
                             ----------------------------
                                2002                 2001
                                ----                 ----
                         Shares      EPS      Shares      EPS
                       ----------   -----   ----------   -----
       Basic           15,297,918   $0.19   15,290,094   $0.11
       Stock options      224,099    --        197,467    --
                       ----------   -----   ----------   -----
       Diluted         15,522,017   $0.19   15,487,561   $0.11
                       ==========   =====   ==========   =====


     At March 31, 2002, and December 31, 2001, the Company had no preferred
stock issued or outstanding. In conjunction with its initial public offering in
November 1994, the Company authorized 1,000,000 shares of preferred stock, none
of which has been issued. The preferences and rights of such preferred stock may
be determined by the Board of Directors at any time prior to issuance. Of the
1,000,000 shares of authorized preferred stock, 36,310 have been designated
Series A Junior Participating Preferred Stock, which are reserved for issuance
pursuant to the rights as described below.

     On December 26, 2000, the Board of Directors declared a dividend
distribution of one preferred share purchase right (a "right") for each share of
the Company's common stock outstanding on January 5, 2001. Each right would
entitle shareholders to purchase from the Company one one-thousandth of a share
of Series A Junior Participating Preferred Stock, $.01 par value, of the Company
at a price of $30 per one one-thousandth of a Preferred Share, subject to
adjustment. The rights are not currently exercisable, but would become
exercisable if certain events occurred relating to a person or group acquiring
or attempting to acquire 20 percent or more of the outstanding shares of common
stock. The rights expire on December 26, 2010, unless the expiration date is
extended or the rights are redeemed or exchanged by the Company earlier.

4.   COMMITMENTS AND CONTINGENCIES:

     The Company is subject to certain contingent environmental liabilities with
respect to CBCC's facility. CBCC is in the process of developing a remediation
plan for in situ remediation at two areas of its site that are contaminated with
certain volatile organic compounds ("VOCs"). Based on preliminary cost estimates
provided by CBCC's independent environmental consultant, and subject to the
development by the consultant of a remediation plan for these areas of the site
and the receipt of bids for the remediation activities required under such plan,
the Company estimates the cost for this project to approximate $3 million, based
upon capital and operating costs for a period of five years. However, subject to
pilot testing and operating experience, costs may increase or decrease depending
on the scale and operating period.


                                       8
<PAGE>
                              CHASE INDUSTRIES INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

     As of December 31, 2000, the reserve for remediation activities was $4.0
million, including $3.0 million for the in situ remediation plan, $0.6 million
for environmental consulting and $0.4 million for final payments to be made on
remediation activities completed in 2000. In first quarter 2001, as a result of
the settlement of the Company's litigation with BP discussed below, the Company
recorded an additional $4.8 million of environmental reserves relating to
obligations retained by the Company. The Company had remediation spending of
$0.6 million for the twelve months ended December 31, 2001, including the
payment of the $0.4 million for activities completed in 2000. The Company had
minimal remediation spending in first quarter 2002. As a result of the
foregoing, the environmental reserve totaled $8.2 million at March 31, 2002.

     Based on currently available data, the Company believes that upon
completion of the remediation activities at the two areas described above, CBCC
will have substantially completed the remediation activities that the Company
believes are necessary to address contamination at its site. However, until the
completion of these remedial and associated investigatory activities and
approval from the Ohio Environmental Protection Agency ("EPA") of CBCC's
activities to remediate this contamination, as well as remediation activities
previously conducted, the Company cannot be certain that further remediation
activities will not be required at its site. To the extent regulatory agencies
require additional remediation at those areas of CBCC's site where CBCC
previously has undertaken remediation activities, or require excavation of soil
at the two areas for which CBCC currently is developing a remediation plan for
in situ remediation, as part of the settlement of litigation with BP in first
quarter 2001, discussed below, BP has retained responsibility for such
remediation activities.

     The Company believes it will be able to fund cleanup costs related to
anticipated future remediation activities at its manufacturing facility with
cash on hand and borrowings under its existing bank credit facility. Therefore,
the Company does not believe that funding these remediation activities will have
a material effect on the Company's financial condition, results of operations or
liquidity.

     Other than as described above, no reserves have been established regarding
the aforementioned matters. Additionally, the Company expects no material impact
on its financial position, results of operations or liquidity as a result of the
existence of any other environmental conditions related to CBCC.

     CBCC and/or other entities named "Chase Brass & Copper Co." (which may
include Old Chase or divisions of Old Chase) have been named by governmental
agencies and/or private parties as a potentially responsible party ("PRP") under
the Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA") and/or state laws with respect to four sites (and possibly a fifth
site). The Company believes that CBCC has no liability for the cleanup costs
related to these sites because (a) such liability is attributable to an entity
that had the same or similar name to that of CBCC, such as a division or a
subsidiary of BP (other than the brass rod division of Old Chase), or (b) such
liability arose from acts that occurred prior to the CBCC Acquisition and,
therefore, BP retained such liability under the CBCC Purchase Agreement and is
contractually obligated to indemnify the Company for such liabilities. To the
extent CBCC incurs any cleanup


                                       9
<PAGE>

                            CHASE INDUSTRIES INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

costs with respect to these sites, it intends to enforce its rights under the
CBCC Purchase Agreement to recover such amounts from BP.

     On January 7, 1998, a lawsuit entitled Ken-Chas Reserve Company and BP
Exploration (Alaska) Inc. and The Standard Oil Company v. Chase Industries Inc.
and Chase Brass & Copper Company, Inc. was filed in the Court of Common Pleas in
Cuyahoga County, Ohio. The Company and BP entered into a Settlement Agreement
and Mutual Release dated February 22, 2001 (the "Settlement Agreement"),
pursuant to which the Company and BP resolved and settled the claims between
them that were the subject of the lawsuit. Pursuant to the Settlement Agreement,
(1) the Company paid to BP $2 million, (2) the $20 million promissory note
issued to Old Chase as part of the consideration for the CBCC Acquisition (the
"BP Note") was deemed paid in full, (3) the Company retained responsibility and
financial liability for completing in situ remediation at the two remaining
areas of CBCC's site where additional remediation activities currently are
contemplated to be required and (4) BP retained financial liability for (A)
excavation activities that may be required by regulatory agencies at these two
remaining sites and (B) additional remediation activities that may be required
by regulatory agencies at the remaining areas of CBCC's site, including areas
where remediation activities previously have been conducted. BP also retained
and reaffirmed its obligations under the CBCC Purchase Agreement to indemnify
the Company and CBCC for any claim made against the Company or CBCC in respect
of any liability or obligation of BP which was not assumed by the Company or
CBCC as part of the CBCC Acquisition, including without limitation claims
related to off-site contamination and third party claims.

     At the time of the BP settlement, the Company had a $21.8 million
receivable from BP, a note payable of $20.0 million and accrued interest on the
BP Note aggregating $8.6 million. In February 2001, these amounts were settled
with a payment of $2.0 million to BP. As a result of the settlement and the
obligations retained by the Company, an additional environmental liability
totaling $4.8 million was accrued.

     In addition to the above, the Company has outstanding purchase commitments
for capital equipment and building construction totaling approximately $7.0
million at March 31, 2002.



                                       10
<PAGE>
                              CHASE INDUSTRIES INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


5.   DISCONTINUED OPERATIONS:

     In fourth quarter 2000, the Company decided to divest Leavitt. On March 15,
2001, the Company signed a definitive agreement to sell the assets and
operations of Leavitt to privately-held Pinkert Industrial Group, LLC,
headquartered in Chicago. The sale closed on March 30, 2001. The Company
received $31.7 million in cash, before closing costs and fees of $1.9 million.
In fourth quarter 2000, the Company recorded an estimated loss on the sale of
Leavitt of $36.0 million, including income tax benefit of $11.3 million. In
fourth quarter 2001, the Company recorded an additional $0.2 million loss on the
sale of Leavitt, which resulted from the additional costs associated with
certain post-closing liabilities maintained by the Company. The disposal of the
assets and operations of Leavitt represented the disposal of a business segment.
Consequently, the consolidated financial statements reflect Leavitt as a
discontinued operation.

     The operating results of discontinued operations for the three months ended
March 31, 2001, were as follows (in thousands):

       Net sales                    $ 23,251
                                    ========
       Income before taxes          $    123
       Provision for income taxes        (44)
                                    --------
       Net income                   $     79
                                    ========


     A portion of the Company's interest expense has been allocated to
discontinued operations based on the debt outstanding on Leavitt's balance
sheet. Income taxes on results of the discontinued operations have been
allocated using the same overall rate incurred by the Company in each year
presented.

6.   SUBSEQUENT EVENT:

     On May 8, 2002, Olin Corporation ("Olin"), a Virginia corporation,
announced it has agreed to acquire the Company. The Company's shareholders will
receive a fixed exchange ratio of 0.64 shares of Olin common stock for each
outstanding share of the Company's common stock in a tax-free exchange. The
transaction is conditioned on shareholder approval of both companies, regulatory
clearance and other customary closing conditions. Citicorp Venture Capital,
which owns approximately 48% of Chase's outstanding common shares, has agreed to
vote its shares in favor of this transaction. The transaction is expected to
close sometime mid-summer 2002, excluding any unanticipated delays.



                                       11
<PAGE>


                             CHASE INDUSTRIES INC.

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

GENERAL

Olin Corporation to Acquire Chase Industries

     On May 8, 2002, Olin Corporation ("Olin"), a Virginia corporation,
announced it has agreed to acquire the Company. The Company's shareholders will
receive a fixed exchange ratio of 0.64 shares of Olin common stock for each
outstanding share of the Company's common stock in a tax-free exchange. The
transaction is conditioned on shareholder approval of both companies, regulatory
clearance and other customary closing conditions. Citicorp Venture Capital,
which owns approximately 48% of Chase's outstanding common shares, has agreed to
vote its shares in favor of this transaction. The transaction is expected to
close sometime mid-summer 2002, excluding any unanticipated delays.

Sale of Leavitt Tube

     In fourth quarter 2000, the Company decided to divest Leavitt. On March 15,
2001, the Company signed a definitive agreement to sell the assets and
operations of Leavitt to privately-held Pinkert Industrial Group, LLC,
headquartered in Chicago. The sale closed on March 30, 2001. The Company
received $31.7 million in cash, before closing costs and fees of $1.9 million.
In fourth quarter 2000, the Company recorded an estimated loss on the sale of
Leavitt of $36.0 million, including income tax benefit of $11.3 million. In
fourth quarter 2001, the Company recorded an additional $0.2 million loss on the
sale of Leavitt, which resulted from the additional costs associated with
certain post-closing liabilities maintained by the Company. The disposal of the
assets and operations of Leavitt represented the disposal of a business segment.
Consequently, the consolidated financial statements reflect Leavitt as a
discontinued operation.

Operations

     The Company has a brass products segment operated by CBCC and, prior to
March 30, 2001, had a steel products segment operated by Leavitt. The Company is
a leading manufacturer of free-machining and forging brass rod.

     CBCC is an ISO 9002 certified manufacturer and supplier of free-machining
and forging brass rod in the United States, Canada and Mexico. CBCC's net sales
represent gross sales of brass rod less sales discounts. The gross sales price
of brass rod consists of a metal price charged to customers and a fabrication
price as separate components. Cost of goods sold includes freight delivery
costs, the cost of brass scrap, which is the principal raw material used in the
manufacturing process and the primary component of cost of goods sold, as well
as the costs of labor, energy and other materials and supplies used in
fabricating the brass scrap into finished rod. Therefore, CBCC's profit levels
depend primarily on the amount of finished rod shipped, fabrication prices and
the difference between the metal price charged to customers and CBCC's cost of
brass scrap.


                                       12
<PAGE>

                             CHASE INDUSTRIES INC.


     CBCC obtains approximately 75% of the brass scrap used in its operations
from its customers through purchase and tolling arrangements. The metal price
charged to customers (the "Metal Selling Price") has been eight cents per pound
higher than the price that brass scrap is purchased from customers (the "Metal
Buying Price") since September 1999. CBCC also purchases approximately 25% of
its brass scrap from scrap dealers at prevailing free-market prices. Free-market
prices of brass scrap fluctuate based on the supply of and demand for brass
scrap and the prices for copper and zinc (the major components of brass), and
generally are less than the Metal Buying Price. Since 1990, free-market prices,
as compared to Metal Buying Prices, have been favorable to CBCC by historical
standards and the supply of brass scrap in the United States has been readily
available. Although the supply of brass scrap has resulted in continued
favorable free-market scrap prices through March 2002, there can be no assurance
that such discounts will continue. Decreasing imports of brass rod and
increasing demand for brass scrap could cause free-market brass scrap prices to
increase, and increased pressure from customers to purchase brass scrap directly
from them at the Metal Buying Price could reduce CBCC's ability to take
advantage of free-market discounts.

     As noted above, CBCC's pricing structure consists of the Metal Selling
Price and the fabrication price as separate components. The Metal Selling Price
is determined at the time of shipment based on the then-current Metal Buying
Price and is not directly affected by fluctuations in free-market brass scrap
prices. As a result of this pricing structure, increases and decreases in the
Metal Selling Price will affect net sales levels and gross profit as a
percentage of sales, even in the absence of an increase or a decrease in
shipments or the fabrication prices charged to customers, but will have little
impact on gross profit levels. However, the quantity of free-market brass scrap
purchased by CBCC and changes in the difference between the free-market prices
paid for brass scrap and the Metal Buying Price will affect gross profit, even
in the absence of an increase or a decrease in shipments or net sales levels.

     In addition to sales made under the pricing structure described above,
approximately 11% of pounds sold are made on a tolling basis, where the customer
consigns brass scrap to CBCC and is charged a fabrication price for processing
the brass scrap into finished rod. Tolling transactions affect net sales by the
Metal Selling Price that otherwise would be charged to the customer in a sale of
finished brass rod. To a lesser degree, tolling transactions also affect gross
profit to the extent CBCC is unable to take advantage of the pricing
differential on brass scrap purchased and sold. To partially offset the effect
of tolling transactions on gross profit, CBCC requires tolling customers to
deliver additional pounds of brass scrap in exchange for each pound of finished
rod shipped.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2002, Compared with Three Months Ended March 31,
2001

     Net sales decreased $5.3 million, or 8.0%, to $60.9 million in first
quarter 2002. Net sales decreased mainly as a result of a 13% decrease in the
brass rod Metal Selling Price which was partially offset by a 5% increase in
brass rod shipments. CBCC's plumbing and electronics customers showed strength
in the first quarter while independent fabricators continued to lag behind.



                                       13
<PAGE>
                             CHASE INDUSTRIES INC.


     Industry shipments in the first quarter 2002 increased by 3% from the first
quarter 2001. This increase followed six consecutive quarters of declining
industry shipments. Net imports continued to decrease with January and February
2002, the most recent two months available, down 52% compared with the prior
year. The first quarter 2002 was consistent with the Company's projections of a
mild recovery. The Company continues to forecast a 10% increase in total
apparent consumption of brass rod for all of 2002.

     Despite the increase in shipments, gross profit decreased $0.1 million, or
1.2%, to $8.3 million in first quarter 2002. The decline was attributable to
lower unit profit margins. Fabrication prices decreased due to competitive
pressures in the market. Manufacturing costs were controlled as volume increased
with costs only up 1% from first quarter 2001. This was achieved despite
increases in contractual labor rates and healthcare costs. Unit production costs
were lower in first quarter 2002 compared with first quarter 2001.

     Selling, general and administrative ("SG&A") expenses increased $0.2
million, or 13.3%, to $1.7 million for first quarter 2002. SG&A expenses were
higher mainly due to management incentive costs and increased legal fees,
partially offset by management personnel reductions.

     In first quarter 2001, tender offer expenses aggregating $2.6 million were
attributable to incremental consulting and legal expenses as a result of the
unsolicited tender offer which expired on January 31, 2001. There were no tender
offer expenses in first quarter 2002.

     Depreciation expense increased by $0.3 million, or 17.6%, to $2.0 million
as a result of depreciation on the Phase III of Project 400 buildings and
equipment.

     As a result of the above factors, operating income increased $1.8 million,
or 66.7%, to $4.5 million in first quarter 2002.

     Interest income of $33,000 in first quarter 2002 compares with interest
expense of $0.2 million in first quarter 2001. The $0.2 million difference
primarily resulted from the elimination of $20 million of debt in conjunction
with the settlement of the litigation with BP and the sale of Leavitt in first
quarter 2001.

     As a result of the above factors, income from continuing operations before
taxes increased by $2.1 million, or 84.0%, to $4.6 million in first quarter 2002
from $2.5 million in first quarter 2001.

     Income tax expense increased by $0.7 million, or 77.8%, to $1.6 million as
a result of the increase of $2.1 million in income from continuing operations
before taxes.

     As a result of the above factors, income from continuing operations
increased by $1.4 million, or 87.5%, to $3.0 million in first quarter 2002 from
$1.6 million in first quarter 2001.

     Income from discontinued operations, net of taxes, was $0.1 million, prior
to the sale of Leavitt on March 30, 2001.



                                       14
<PAGE>

                             CHASE INDUSTRIES INC.

     Net income for first quarter 2002 was $3.0 million, or $0.19 per diluted
share, compared with net income for first quarter 2001 of $1.7 million, or $0.11
per diluted share. Excluding the impact, net of taxes, of the unsolicited tender
offer expenses, net income would have been $3.4 million, or $0.22 per diluted
share, in first quarter 2001.

LIQUIDITY AND CAPITAL RESOURCES

General

     At March 31, 2002, and December 31, 2001, the Company had no debt. Cash and
cash equivalents totaled $3.6 million, decreasing from $18.2 million at year end
2001.

     The Company currently is meeting its operational and liquidity needs with
cash on hand, internally generated funds and amounts available under the
revolving credit facility.

Working Capital

     At March 31, 2002, working capital was $29.6 million, an $8.0 million
decrease from $37.6 million at December 31, 2001. Decreases in cash and cash
equivalents of $14.6 million and inventory of $3.0 million were partially offset
by increases in accounts receivable of $5.9 million and income taxes receivable
of $0.7 million and a decrease in accounts payable and accrued liabilities of
$4.1 million. The total of deferred taxes and income tax receivable, as of March
31, 2002, was basically unchanged from December 31, 2001.

     The increase in accounts receivable was partially due to a 39% increase in
net sales from the month of December 2001 to the month of March 2002. The
Company's December shipments are typically lower than other months due to
customer shutdowns in December. Partially offsetting the increase in accounts
receivable attributable to increased net sales was a slight improvement in the
days sales outstanding in first quarter 2002 compared with fourth quarter 2001.
The improvement is consistent with the mild recovery in demand being experienced
by the Company's customers. The decrease in inventory was due to the increased
demand the Company experienced in first quarter 2002. The decrease in accounts
payable and accrued liabilities was primarily attributable to decreased capital
expenditures in first quarter 2002 compared with fourth quarter 2001 due to
Phase III of Project 400 nearing completion. Also, accounts payable and accrued
liabilities were lower due to reduced metal purchases resulting from the
inventory reductions discussed above.

     The Company's current ratio was 2.22 at March 31, 2002, compared to 2.32 at
December 31, 2001.

Cash Flow Used in Operating Activities

     For the three months ended March 31, 2002, net cash used in operating
activities was $1.3 million, which included a decrease in assets and
liabilities, excluding cash, debt and deferred taxes of $7.4 million partially
offset by net income from continuing operations of $3.0 million, depreciation of
$2.0 million and deferred tax expense of $1.1 million. The change in working
capital in first quarter 2002 was explained above in "Working Capital."


                                       15
<PAGE>
                             CHASE INDUSTRIES INC.

     For the three months ended March 31, 2001, net cash used in operating
activities was $9.2 million, which included a decrease in assets and
liabilities, excluding cash, debt and deferred taxes of $9.6 million and the
settlement of the litigation with BP for $2.0 million partially offset by net
income from continuing operations of $1.6 million, depreciation of $1.7 million
and deferred tax expense of $0.6 million. In addition to cash used in continuing
operations of $7.7 million, cash used in discontinued operations totaled $1.5
million.

Cash Flow (Used in) Provided by Investing Activities

     Capital expenditures were $13.4 million for the three months ended March
31, 2002, and $7.5 million for the three months ended March 31, 2001. In
December 1997, CBCC entered into a six-year operating lease agreement for
certain manufacturing equipment. There were several options available to the
Company during or at the end of the lease term, which included renewal of the
lease, purchase of the equipment by CBCC or sale of the equipment. In March
2002, the Company purchased this leased equipment for $10.4 million. Also in
first quarter 2002, there were additional capital expenditures in the amount of
$3.0 million primarily for equipment and installation costs for a second
extrusion press and additional finishing lines. Capital expenditures in 2001 of
$7.5 million primarily related also to equipment and construction costs for a
second extrusion press and additional finishing lines.

Cash Flow Provided by Financing Activities

     Cash provided by financing activities of $3,000 and $95,000 for the three
months ended March 31, 2002 and 2001, respectively, resulted from stock option
exercises.

Capital Resources

     In 1996, CBCC launched a capital project referred to as "Project 400." The
project is designed to increase foundry, extrusion and finishing capabilities
with an ultimate goal of increasing finished brass rod production capability by
one-third to more than 400 million pounds annually. The first phase of the
project was completed in early 1998 with the installation of three new billet
heaters that increased finished brass rod capacity by about 17 percent. The new
billet heaters have increased productivity and improved quality. The total cost
of the first phase of the project was approximately $12 million and was financed
through a six-year operating lease, for which the Company purchased this leased
equipment for $10.4 million in the first quarter 2002.

     In second quarter 1998, the Company announced Phase II of Project 400,
which was a $30 million multi-year investment to construct an additional brass
foundry enabling CBCC to increase casting capacity and to provide customers with
multiple alloys. The new brass foundry began producing billets on a trial basis
in February 2000 and is now producing billets at expected production rates. The
new foundry has reduced metal costs and increased production capacity.

     In fourth quarter 1999, the Company announced Phase III of Project 400,
which is a $50 million multi-year investment for a second extrusion press and
additional finishing equipment. Phase III, which will become fully-operational
in second quarter 2002, will increase CBCC's


                                       16
<PAGE>
                             CHASE INDUSTRIES INC.

production capacity by about one-third to more than 400 million pounds annually.
The new equipment has been installed, some is already in production, and the
remainder is at varying stages of commissioning. The Company anticipates that
capital projects will be paid for with cash flows provided by operating
activities, cash on hand, and the revolving credit facility, as necessary.

Bank Credit Facility

     As of March 31, 2002, there were no amounts outstanding under the Company's
$50 million revolving credit facility. Total availability under the revolving
credit facility was $48.0 million as of March 31, 2002.

CONTINGENCIES - ENVIRONMENTAL MATTERS

     As discussed in Note 4 of Notes to Consolidated Financial Statements
included in Part I, Item 1, CBCC is subject to certain contingent liabilities
relating to environmental conditions at its manufacturing facility.

     CBCC is in the process of developing a remediation plan for in situ
remediation at two areas of its site contaminated with certain volatile organic
compounds (VOCs). Based on preliminary cost estimates provided by CBCC's
independent environmental consultant, and subject to the development by the
consultant of a remediation plan for these areas of the site and the receipt of
bids for the remediation activities required under such plan, the Company
estimates that the costs for this project will be approximately $3 million,
based upon capital and operating costs for a period of five years. A reserve for
this amount previously has been established. However, subject to pilot testing
and operating experience, costs may increase or decrease depending on the scale
and operating period.

     In first quarter 2001, the Company settled certain matters with BP which
are discussed in Note 4 of Notes to Consolidated Financial Statements included
in Part I, Item 1. In conjunction with the BP settlement, the Company recorded a
$4.8 million environmental reserve. The Company had minimal remediation spending
in first quarter 2002. The environmental reserve totaled $8.2 million at March
31, 2002.

     Based on currently available data, the Company believes that, upon
completion of the remediation activities described above, CBCC will have
substantially completed the remediation activities at its site that are
necessary to address contamination of which CBCC currently is aware. However,
until completion of these remedial and associated investigatory activities and
receipt of approval from the Ohio EPA of CBCC's activities to remediate this
contamination, as well as remediation activities previously conducted, the
Company cannot be certain that further remediation activities will not be
required at CBCC's site. To the extent regulatory agencies require additional
remediation at those areas of CBCC's site where CBCC previously has undertaken
remediation activities, or require excavation of soil at the two areas for which
CBCC currently is developing a remediation plan for in situ remediation, as a
part of the settlement of the litigation with BP in first quarter 2001, BP has
retained financial responsibility for such remediation activities.


                                       17
<PAGE>

                             CHASE INDUSTRIES INC.

     The Company expects to fund cleanup costs related to the remaining
remediation activities at its manufacturing facility with cash on hand and
borrowings under its existing bank credit facility. Therefore, the Company does
not believe that funding these remediation activities will have a material
adverse effect on the Company's financial condition, results of operations or
liquidity.

     The statements set forth herein regarding anticipated expenditures for
environmental matters are forward-looking, are based on sampling results
currently available to the Company, remediation plans in the process of being
developed by independent consultants of CBCC (which plans are subject to
assumptions regarding applicable cleanup standards and methodologies) and
preliminary cost estimates for completion of the remediation activities. Actual
costs required to be expended by the Company with respect to such matters may
differ materially from current expectations depending on the final resolution of
known uncertainties, including finalization of remediation plans for the two
remaining areas of CBCC's site as discussed above, completion of proposed
remediation activities, acceptance by applicable governmental agencies of
cleanup standards relied upon in developing remediation plans and conducting
remediation activities, discovery of additional contaminants during remediation,
and any change in CBCC's proposed use of its property which affects any
applicable cleanup standard.

CONTINGENCIES - LEGAL PROCEEDINGS

     As discussed in Note 4 of Notes to Consolidated Financial Statements
included in Part I, Item 1 and in Contingencies - Environmental Matters included
in Part I, Item 2, in February 2001, the Company and CBCC settled a lawsuit with
BP, originally filed in January 1998, regarding amounts payable under the BP
Note.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

     The timing of contractual obligations and commercial commitments of the
Company, at March 31, 2002, related to operating leases, purchases of capital
equipment and stand-by letters of credit, is as follows (in thousands):
<TABLE>
<CAPTION>

                                               2002            2003           2004           2005           2006
                                               ----            ----           ----           ----           ----
<S>                                          <C>               <C>            <C>            <C>            <C>
Operating leases                             $  257            $335           $250           $224           $112
Purchases of capital equipment                7,000
Stand-by letters of credit                    1,992
</TABLE>





                                       18
<PAGE>

                             CHASE INDUSTRIES INC.

FORWARD-LOOKING STATEMENTS

     This document contains forward-looking statements regarding the operations
of the Company and the industries in which it operates. These statements are
identified by the use of words such as "believe," "expects," "anticipates,"
"will," "should" and other words referring to events to occur in the future.
Management uses estimates and assumptions in forming the basis for such
forward-looking statements. Such estimates and assumptions, including forecasts
regarding demand and pricing for the Company's products, are subject to risks
and uncertainties which could cause actual results to differ materially from
historical results or those anticipated, as described in the forward-looking
statements. The risks and uncertainties include the risk that the tragedies of
September 11, 2001, and their aftermath, may have an adverse effect on the
economy and the end use markets for products manufactured from brass rod and
exacerbate the other risks and uncertainties described herein. Actual results
will be affected by general economic and industry conditions in the end-use
markets for the Company's products as well as the impact of competitive products
and pricing, including without limitation the impact of imports. Foreign
economic activity and the relationship of the U. S. dollar to other currencies
also affect import levels and exports of U.S. manufactured products containing
parts made from brass rod. The Company's shipments also will be affected by its
ability to maintain manufacturing operations at its current levels without
significant interruption and successfully implement its capacity expansion
program.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

     The Company has no financial instruments or agreements that require
disclosure pursuant to this item.



                                       19
<PAGE>

                             CHASE INDUSTRIES INC.


                           PART II. OTHER INFORMATION

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

(A)      EXHIBITS

         3.1      -        Restated Certificate of Incorporation of the Company
                           (incorporated by reference to Exhibit 3.1 to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended June 30, 1998), as amended by the
                           Certificate of First Amendment to the Company's
                           Restated Certificate of Incorporation (incorporated
                           by reference to Exhibit 3.2 to the Company's Current
                           Report on Form 8-K dated May 14, 1997) and
                           Certificate of Second Amendment to the Company's
                           Restated Certificate of Incorporation, (incorporated
                           by reference to Exhibit 3.2 to the Company's Current
                           Report on Form 8-K dated May 26, 1998).

         3.2      -        Certificate of Designation of Series A Junior
                           Participating Preferred Stock (incorporated herein by
                           reference to Exhibit 4.2 to the Company's Form 8-A
                           dated January 5, 2001, filed with the Securities and
                           Exchange Commission on January 5, 2001).

         3.3      -        By-Laws of the Company (incorporated by reference to
                           Exhibit 99.5 to the Company's Current Report on Form
                           8-K dated December 26, 2000, filed with the
                           Securities and Exchange Commission on January 4,
                           2001).

         4.1      -        Specimen Common Stock Certificate (incorporated by
                           reference to Exhibit 4.1 to the Company's
                           Registration Statement on Form S-1 as filed with the
                           Securities and Exchange Commission on November 3,
                           1994, Registration No. 33-83178).

         4.2      -        Exchange Agreement dated November 4, 1994, between
                           the Company and Citicorp Venture Capital Ltd. ("CVC")
                           (incorporated by reference to Exhibit 4.4 to the
                           Company's Registration Statement on Form S-8 dated
                           December 9, 1994, Registration No. 33-87278).

         4.3      -        Rights Agreement, dated as of December 28, 2000,
                           between the Company and Mellon Investor Services LLC
                           (incorporated


                                       20
<PAGE>
                             CHASE INDUSTRIES INC.

                           by reference to Exhibit 99.1 to the Company's Current
                           Report on Form 8-K dated January 4, 2001, filed with
                           the Securities and Exchange Commission on January 4,
                           2001).

         +10.1    -        Amendment No. 1 to Amended and Restated Employment
                           Agreement, dated February 14, 2002, between the
                           Company and John H. Steadman.

         +10.2    -        Amendment No. 1 to Change of Control Agreement and
                           Severance Pay Agreement, dated February 14, 2002,
                           between the Company and Todd A. Slater.


--------------
+ Filed herewith

(B)      REPORTS ON FORM 8-K

         No Current Report on Form 8-K was filed by the Company during the first
         quarter of 2002.



                                       21
<PAGE>


                              CHASE INDUSTRIES INC.

                                S I G N A T U R E

     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 hereto duly authorized.


                                   CHASE INDUSTRIES INC.


Date:  May 15, 2002                By:    /S/ TODD A. SLATER
                                          ------------------
                                          Todd A. Slater
                                          Vice President
                                          Chief Financial Officer
                                          (duly authorized officer and
                                          Principal Financial Officer)




                                       22
<PAGE>


                              CHASE INDUSTRIES INC.


                                INDEX TO EXHIBITS

 Exhibit
   No.                              Description of Exhibits

3.1      -        Restated Certificate of Incorporation of the Company
                  (incorporated by reference to Exhibit 3.1 to the Company's
                  Quarterly Report on Form 10-Q for the quarter ended June 30,
                  1998), as amended by the Certificate of First Amendment to the
                  Company's Restated Certificate of Incorporation (incorporated
                  by reference to Exhibit 3.2 to the Company's Current Report on
                  Form 8-K dated May 14, 1997) and Certificate of Second
                  Amendment to the Company's Restated Certificate of
                  Incorporation, (incorporated by reference to Exhibit 3.2 to
                  the Company's Current Report on Form 8-K dated May 26, 1998).

3.2      -        Certificate of Designation of Series A Junior Participating
                  Preferred Stock (incorporated herein by reference to Exhibit
                  4.2 to the Company's Form 8-A dated January 5, 2001, filed
                  with the Securities and Exchange Commission on January 5,
                  2001).

3.3      -        By-Laws of the Company (incorporated by reference to Exhibit
                  99.5 to the Company's Current Report on Form 8-K dated
                  December 26, 2000, filed with the Securities and Exchange
                  Commission on January 4, 2001).

4.1      -        Specimen Common Stock Certificate (incorporated by reference
                  to Exhibit 4.1 to the Company's Registration Statement on Form
                  S-1 as filed with the Securities and Exchange Commission on
                  November 3, 1994, Registration No. 33-83178).

4.2      -        Exchange Agreement dated November 4, 1994, between the Company
                  and Citicorp Venture Capital Ltd. ("CVC") (incorporated by
                  reference to Exhibit 4.4 to the Company's Registration
                  Statement on Form S-8 dated December 9, 1994, Registration No.
                  33-87278).

4.3      -        Rights Agreement, dated as of December 28, 2000, between the
                  Company and Mellon Investor Services LLC (incorporated by
                  reference to Exhibit 99.1 to the Company's Current Report on
                  Form 8-K dated January 4, 2001, filed with the Securities and
                  Exchange Commission on January 4, 2001).


<PAGE>
                              CHASE INDUSTRIES INC.


+10.1    -        Amendment No. 1 to Amended and Restated Employment Agreement,
                  dated February 14, 2002, between the Company and John H.
                  Steadman.

+10.2    -        Amendment No. 1 to Change of Control Agreement and Severance
                  Pay Agreement, dated February 14, 2002, between the Company
                  and Todd A. Slater.


-------------
+  Filed herewith