<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998

                                       OR

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

              FOR THE TRANSITION PERIOD FROM          TO 
                                             --------    --------


                         COMMISSION FILE NUMBER 33-58677


                     THE TRAVELERS LIFE AND ANNUITY COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        CONNECTICUT                                             06-0904249
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                  ONE TOWER SQUARE, HARTFORD, CONNECTICUT 06183
               (Address of principal executive offices) (Zip Code)

                                 (860) 277-0111
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                         Yes     X                 No

As of the date hereof, there were outstanding 30,000 shares of common stock, par
value $100 per share, of the registrant, all of which were owned by The
Travelers Insurance Company, an indirect wholly owned subsidiary of Travelers
Group Inc.


                            REDUCED DISCLOSURE FORMAT

The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format.
<PAGE>   2
<TABLE>
<CAPTION>
                     THE TRAVELERS LIFE AND ANNUITY COMPANY

                                TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION                                                 Page

<S>                                                                            <C>
ITEM 1.  FINANCIAL STATEMENTS

Condensed Statements of Income and Retained Earnings for the
Three and Six Months Ended June 30, 1998 and 1997 (unaudited)....................3

Condensed Balance Sheets as of June 30, 1998 (unaudited) and
December 31, 1997................................................................4

Condensed Statements of Cash Flows for the
Six Months Ended June 30, 1998 and 1997 (unaudited)..............................5

Notes to Condensed Financial Statements (unaudited)..............................6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................................9



PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.......................................12



SIGNATURES......................................................................13
</TABLE>

                                       2
<PAGE>   3
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
        CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED)
                                ($ IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED                SIX MONTHS ENDED
                                                                      JUNE 30,                         JUNE 30,
----------------------------------------------------------------------------------------------------------------------------
                                                               1998             1997             1998            1997
                                                               ----             ----             ----            ----
REVENUES
<S>                                                          <C>              <C>             <C>              <C>
Premiums                                                     $   3,495        $   5,518       $  12,530        $  11,609
Net investment income                                           41,753           40,530          81,781           79,775
Realized investment gains                                        4,279            5,599           7,215           12,884
Other revenues                                                   6,551            1,868          11,559            3,455
----------------------------------------------------------------------------------------------------------------------------
     Total Revenues                                             56,078           53,515         113,085          107,723
----------------------------------------------------------------------------------------------------------------------------

BENEFITS AND EXPENSES

Current and future insurance benefits                           18,094           19,093          41,172           43,392
Interest credited to contractholders                            12,228            7,718          24,362           13,988
Amortization of deferred acquisition costs and
   value of insurance in force                                   5,592              764           7,371            2,666
Other operating expenses                                         3,287            2,729           6,733            4,567
----------------------------------------------------------------------------------------------------------------------------
     Total Benefits and Expenses                                39,201           30,304          79,638           64,613
----------------------------------------------------------------------------------------------------------------------------

Income before federal income taxes                              16,877           23,211          33,447           43,110

Federal income taxes                                             5,893            8,109          11,680           15,059
----------------------------------------------------------------------------------------------------------------------------

Net income                                                      10,984           15,102          21,767           28,051
Retained earnings at beginning of period                       235,853          180,647         225,070          167,698
----------------------------------------------------------------------------------------------------------------------------
Retained earnings at end of period                            $246,837         $195,749        $246,837         $195,749
============================================================================================================================
</TABLE>

                  See Notes to Condensed Financial Statements.


                                       3
<PAGE>   4
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                            CONDENSED BALANCE SHEETS
                                ($ IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                              JUNE 30, 1998            DECEMBER 31, 1997
----------------------------------------------------------------------- --------------------------- -------------------------
ASSETS                                                                         (UNAUDITED)

<S>                                                                              <C>                        <C>
Investments                                                                      $2,263,067                 $2,145,127
Separate and variable accounts                                                    1,358,143                    812,059
Deferred acquisition costs and value of insurance in force                          127,487                     90,966
Deferred federal income taxes                                                        21,284                     33,661
Other assets                                                                         80,070                     71,192
----------------------------------------------------------------------- --------------------------- -------------------------
     Total Assets                                                                $3,850,051                 $3,153,005
----------------------------------------------------------------------- --------------------------- -------------------------

LIABILITIES

Future policy benefits                                                           $  967,964                 $  971,602
Contractholder funds                                                                916,223                    818,971
Separate and variable accounts                                                    1,358,143                    812,059
Other liabilities                                                                   102,195                     84,712
----------------------------------------------------------------------- --------------------------- -------------------------
     Total Liabilities                                                            3,344,525                  2,687,344
----------------------------------------------------------------------- --------------------------- -------------------------

SHAREHOLDER'S EQUITY

Common stock, par value $100; 100,000 shares authorized; 30,000
   issued and outstanding                                                             3,000                      3,000
Additional paid-in capital                                                          167,314                    167,314
Retained earnings                                                                   246,837                    225,070
Accumulated other changes in equity from nonowner sources                            88,375                     70,277
----------------------------------------------------------------------- --------------------------- -------------------------
     Total Shareholder's Equity                                                     505,526                    465,661
----------------------------------------------------------------------- --------------------------- -------------------------

     Total Liabilities and Shareholder's Equity                                  $3,850,051                 $3,153,005
======================================================================= =========================== =========================
</TABLE>

                  See Notes to Condensed Financial Statements.


                                       4
<PAGE>   5
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                           INCREASE (DECREASE) IN CASH
                                ($ IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,                                                                      1998             1997
---------------------------------------------------------------------------------------- ----------------- ----------------
<S>                                                                                         <C>                <C>
Net cash provided by (used in) operating activities                                         $(46,640)          $20,808
---------------------------------------------------------------------------------------- ----------------- ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from maturities of investments
         Fixed maturities                                                                     56,781            81,423
         Mortgage loans                                                                       18,076             5,585
     Proceeds from sales of investments
         Fixed maturities                                                                    349,859           540,058
         Equity securities                                                                     4,350             9,579
         Mortgage loans                                                                            -             3,913
         Real estate held for sale                                                                 -             4,493
     Purchases of investments
         Fixed maturities                                                                   (457,513)         (717,358)
         Equity securities                                                                   (12,570)           (6,259)
         Mortgage loans                                                                       (9,395)          (30,584)
     Policy loans, net                                                                          (992)             (597)
     Short-term securities purchases, net                                                    (14,495)          (55,096)
     Other investments purchases, net                                                         (7,545)           (2,576)
     Securities transactions in course of settlement, net                                     23,010            14,419
---------------------------------------------------------------------------------------- ----------------- ----------------
     Net cash used in investing activities                                                   (50,434)         (153,000)
---------------------------------------------------------------------------------------- ----------------- ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Contractholder fund deposits                                                            165,929           190,334
     Contractholder fund withdrawals                                                         (68,677)          (58,138)
---------------------------------------------------------------------------------------- ----------------- ----------------
     Net cash provided by financing activities                                                97,252           132,196
---------------------------------------------------------------------------------------- ----------------- ----------------

Net increase in cash                                                                             178                 4

Cash at beginning of period                                                                    1,563                 -
---------------------------------------------------------------------------------------------------------------------------
Cash at end of period                                                                       $  1,741       $         4
======================================================================================== ================= ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Income taxes paid                                                                       $25,330           $17,267
======================================================================================== ================= ================
</TABLE>

                  See Notes to Condensed Financial Statements.


                                       5
<PAGE>   6
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


1.   GENERAL

     The interim financial statements of The Travelers Life and Annuity Company
     (the Company), a wholly owned subsidiary of The Travelers Insurance
     Company, an indirect wholly owned subsidiary of Travelers Group Inc.
     (Travelers Group), have been prepared in conformity with generally accepted
     accounting principles (GAAP) and are unaudited. In the opinion of
     management, the interim financial statements reflect all adjustments
     necessary (all of which were normal recurring adjustments), for a fair
     statement of results for the periods reported. The accompanying condensed
     financial statements should be read in conjunction with the financial
     statements and related notes included in the Company's Form 10-K for the
     year ended December 31, 1997.

     ACCOUNTING CHANGES

     Accounting for Transfers and Servicing of Financial Assets and
     Extinguishments of Liabilities

     Effective January 1, 1998, the Company adopted Statement of Financial
     Accounting Standards No. 127, "Deferral of the Effective Date of Certain
     Provisions of SFAS 125" (FAS 127), which was effective for transfers and
     pledges of certain financial assets and collateral made after December 31,
     1997. The adoption of FAS 127 created additional assets and liabilities on
     the Company's condensed consolidated statement of financial position
     related to the recognition of securities provided and received as
     collateral. At June 30, 1998, the impact of FAS 127 on the Company's
     condensed consolidated statement of financial position was not significant.

     Reporting Comprehensive Income

     Effective January 1, 1998, the Company adopted Statement of Financial
     Accounting Standards No. 130, "Reporting Comprehensive Income" (FAS 130).
     FAS 130 establishes standards for the reporting and display of
     comprehensive income and its components in a full set of general-purpose
     financial statements. All items that are required to be recognized under
     accounting standards as components of comprehensive income are required to
     be reported in an annual financial statement that is displayed with the
     same prominence as other financial statements. FAS 130 stipulates that
     comprehensive income reflect the change in equity of an enterprise during a
     period from transactions and other events and circumstances from nonowner
     sources. Comprehensive income will thus represent the sum of net income and
     other changes in stockholder's equity from nonowner sources. The
     accumulated balance of other changes in equity from nonowner sources is
     required to be displayed separately from retained earnings and additional
     paid-in capital in the balance sheet. The adoption of FAS 130 resulted
     primarily in the reporting of unrealized gains and losses on investments in
     debt and equity securities in changes in equity from nonowner sources. The
     Company's total changes in equity from nonowner sources are as follows:

<TABLE>
<CAPTION>
                                                                 FOR THE THREE MONTHS ENDED      FOR THE SIX MONTHS ENDED
                                                                          JUNE 30,                       JUNE 30,
      ($ in thousands)                                              1998            1997           1998            1997
                                                                    ----            ----           ----            ----
<S>                                                                <C>              <C>           <C>             <C>
      Net income                                                   $10,984          $15,102       $21,767         $28,051
      Other changes in equity from nonowner sources                 16,674           35,212        18,098         (4,462)
                                                                    ------           ------        ------         ------
         Total Changes in Equity from Nonowner Sources             $27,658          $50,314       $39,865         $23,589
                                                                   =======          =======       =======         =======
</TABLE>

                                       6
<PAGE>   7
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)


     FUTURE APPLICATION OF ACCOUNTING STANDARDS

     In June 1998, the Financial Accounting Standards Board (FASB) issued FAS
     No. 133, "Accounting for Derivative Instruments and Hedging Activities"
     (FAS 133), which will become effective for the Company on January 1, 2000.
     FAS 133 will significantly change the accounting treatment of end-user
     derivative and foreign exchange contracts by the Company and its customers.
     Depending on the underlying risk management strategy, these accounting
     changes could affect reported earnings, assets, liabilities, and
     stockholders' equity. As a result, the Company and the customers to which
     it provides derivatives and foreign exchange products will have to
     reconsider their risk management strategies, since the new standard will
     not reflect the results of many of those strategies in the same manner as
     current accounting practice. The Company is in the process of evaluating
     the potential impacts of the new accounting standard.

     In March 1998, the Accounting Standards Executive Committee of the American
     Institute of Certified Public Accountants (AcSEC of the AICPA) issued
     Statement of Position 98-1, "Accounting for the Costs of Computer Software
     Developed or Obtained for Internal Use" (SOP 98-1). SOP 98-1 provides
     guidance on accounting for the costs of computer software developed or
     obtained for internal use and for determining when specific costs should be
     capitalized or expensed. SOP 98-1 is effective for financial statements for
     fiscal years beginning after December 15, 1998 and the effect of the
     initial adoption is to be reported as a cumulative catch-up adjustment.
     Restatement of previously issued financial statements is not allowed. The
     Company is currently determining what impact, if any, that SOP 98-1 will
     have on its consolidated financial statements or when it will be
     implemented.

     Certain reclassifications have been made to the prior year's financial
     statements to conform to the current year's presentation.


2.   SHAREHOLDER'S EQUITY

     Statutory capital and surplus of the Company was $328.2 million at December
     31, 1997. The Company is currently subject to various regulatory
     restrictions that limit the maximum amount of dividends available to be
     paid to its parent without prior approval of insurance regulatory
     authorities. Statutory surplus of $63.6 million is available in 1998 for
     dividend payments by the Company without prior approval of the Connecticut
     Insurance Department. The Company has not paid dividends to its parent
     during the six months ended June 30, 1998.


3.   COMMITMENTS AND CONTINGENCIES

     The Company is a defendant in various litigation matters in the normal
     course of business. Although there can be no assurances, as of June 30,
     1998, the Company believes, based on information currently available, that
     the ultimate resolution of these legal proceedings would not be likely to
     have a material adverse effect on its results of operations, financial
     condition or liquidity.


                                       7
<PAGE>   8
                     THE TRAVELERS LIFE AND ANNUITY COMPANY
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)


4.    PENDING MERGER

     On April 6, 1998, Travelers Group announced that it had entered into a
     merger agreement with Citicorp, pursuant to which Citicorp will be merged
     with and into a newly formed, wholly owned subsidiary of Travelers Group
     (the Merger). On July 22, 1998, the stockholders of Travelers Group and
     Citicorp approved the Merger.

     In order to consummate the Merger, Travelers Group has applied to the Board
     of Governors of the Federal Reserve System (the Federal Reserve Board) to
     become a bank holding company under the provisions of the Bank Holding
     Company Act of 1956 (the BHCA). A bank holding company and its affiliates
     may not engage in activities that are not permissible under the BHCA,
     including, generally, insurance underwriting. However, under current law,
     the Company's existing businesses can be retained and operated by Travelers
     Group for at least a two-year period after the Merger (the BHCA Compliance
     Period), which may be extended for three additional one-year periods by the
     Federal Reserve Board, if, in its judgment, an extension would not be
     detrimental to the public interest.

     Upon consummation of the Merger, and as a direct result of Travelers Group
     becoming a bank holding company, the BHCA will impose certain restrictions
     on Travelers Group's operations going forward, including the ability to
     make acquisitions of certain insurance underwriters domesticated in the
     United States. It is not expected that such restrictions will impede the
     Company's existing businesses in any material respect or preclude Travelers
     Group from expanding its existing insurance underwriting activities (other
     than by acquisition of certain insurance underwriters). At this time, the
     Company believes that compliance with applicable law by Travelers Group and
     the Company following the Merger will not have a material adverse effect on
     the Company's financial condition or results of operations.

     There is pending federal legislation that would, if enacted, amend the BHCA
     to authorize a bank holding company to own certain insurance underwriters.
     There is no assurance that such legislation will be enacted. Before the
     expiration of the BHCA Compliance Period, each of the Company and Travelers
     Group will evaluate its alternatives in order to comply with whatever laws
     are then applicable.


                                       8
<PAGE>   9
                     THE TRAVELERS LIFE AND ANNUITY COMPANY

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

Management's narrative analysis of the results of operations is presented in
lieu of Management's Discussion and Analysis of Financial Condition and Results
of Operations, pursuant to General Instruction H(2)(a) of Form 10-Q.

RESULTS OF OPERATIONS ($ in millions)

<TABLE>
<CAPTION>
            FOR THE SIX MONTHS ENDED JUNE 30,                         1998              1997
                                                                      ----              ----
<S>                                                                   <C>               <C>
            Revenues                                                  $113.1            $107.7
                                                                      ======            ======
            Net income (1)                                             $21.8             $28.1
                                                                       =====             =====
</TABLE>

(1)  Net income includes $4.7 million and $8.4 million of reported net after-tax
     investment portfolio gains in 1998 and 1997, respectively.

The Travelers Life and Annuity Company (the Company) offers fixed and variable
deferred annuities and individual life insurance to individuals and small
businesses. It also provides traditional life insurance and single premium group
annuity close-out contracts.

The individual life and deferred annuity business is marketed primarily through
the Financial Consultants of Salomon Smith Barney, an affiliate of the Company,
and a nationwide network of independent agents. The majority of the annuity
business and a substantial portion of the individual life business written by
the Company is accounted for as investment contracts, with the result that the
amounts collected from contractholders are not included in revenues.

The Company has reserves related to structured settlement contracts that provide
guarantees for the contractholders independent of the investment performance of
the assets held in the related separate account. The assets held in the separate
account are owned by the Company and contractholders do not share in their
investment performance. These contracts were purchased by the insurance
subsidiaries of Travelers Property Casualty Corp. (TAP), an affiliate of the
Company, in connection with the settlement of certain of their policyholder
obligations. Effective April 1, 1998, any new contracts were, and will be,
written out of the Company's parent, The Travelers Insurance Company (TIC), an
indirect wholly owned subsidiary of Travelers Group.

Net income for the six months ended June 30, 1998 was $21.8 million, compared to
$28.1 million for the six months ended June 30, 1997. Excluding net realized
investment gains and losses, operating earnings decreased from $19.7 million in
1997 to $17.1 million in 1998. This decrease was driven by the run-off of the
structured settlement business and a decrease in the single premium group
annuity close-out business investment margin, partially offset by strong
investment results in the deferred annuity and universal life businesses.


                                       9
<PAGE>   10
                     THE TRAVELERS LIFE AND ANNUITY COMPANY

PREMIUMS AND DEPOSITS ($ in thousands)

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30,                          1998              1997
                                                           ----              ----
<S>                                                       <C>               <C>
Deferred annuities                                        $547,371          $237,737
Structured settlements                                       9,272            35,905
Universal life                                              41,944            13,076
Traditional life                                             7,136             4,573
Single premium group close-out                                 283               214
                                                          --------          --------
                                    Total                 $606,006          $291,505
                                                          ========          ========
</TABLE>

The increase in deferred annuity and universal life deposits is attributable to
strong sales of products distributed by the Financial Consultants of Salomon
Smith Barney, an affiliate of the Company. The structured settlement decrease
reflects a change in Company policy that all new structured settlements be sold
by TIC.

Policyholder benefit reserves, contractholder funds and separate account
reserves totaled $3.2 billion at June 30, 1998, up from $2.1 billion at June 30,
1997, primarily as a result of growth in the individual life and deferred
annuity business.


PENDING MERGER

On April 6, 1998, Travelers Group announced that it had entered into a Merger
Agreement with Citicorp, pursuant to which Citicorp will be merged with and into
a newly formed, wholly owned subsidiary of Travelers Group (the Merger). On July
22, 1998, the stockholders of Travelers Group and Citicorp approved the Merger.

See Note 4 to the Condensed Financial Statements for a discussion of the 
pending merger.


INSURANCE REGULATIONS

Risk-based capital requirements are used as early warning tools by the National
Association of Insurance Commissioners and the states to identify companies that
merit further regulatory action. At June 30, 1998, the Company had adjusted
capital in excess of amounts requiring any regulatory action.

The Company is subject to various regulatory restrictions that limit the maximum
amount of dividends available to be paid to its parent without prior approval of
insurance regulatory authorities in the state of domicile. The maximum amount of
dividends available to be paid to the Company's shareholder in 1998 without
prior approval of the Connecticut Insurance Department is $63.6 million. The
Company has not paid any dividends to its parent during the six months ended
June 30, 1998.


                                       10
<PAGE>   11
                     THE TRAVELERS LIFE AND ANNUITY COMPANY



FUTURE APPLICATIONS OF ACCOUNTING STANDARDS

See Note 1 to the Condensed Financial Statements for a discussion of recently
issued accounting pronouncements.


FORWARD-LOOKING STATEMENTS

Certain of the statements contained herein that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. The Company's actual results may differ materially from
those included in the forward-looking statements. Forward-looking statements are
typically identified by the words "believe", "expect", "anticipate", "intend",
"estimate", and similar expressions. These forward-looking statements involve
risks and uncertainties including, but not limited to, the resolution of legal 
proceedings and the conduct of the Company's business following the pending 
Citicorp merger.


                                       11
<PAGE>   12
                     THE TRAVELERS LIFE AND ANNUITY COMPANY

                           PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS.

<TABLE>
<CAPTION>
   EXHIBIT NO.      DESCRIPTION                                                                             FILING METHOD
   -----------      -----------                                                                             -------------
<S>                 <C>                                                                                     <C>
        3.01        Charter of The Travelers Life and Annuity Company (the "Company"), as amended on
                    April 10, 1990, incorporated herein by reference to Exhibit
                    6(a) to the Registration Statement on Form N-4, File No.
                    33-58131, filed on March 17, 1995.

        3.02        By-laws of the Company, as amended on October 20, 1994,
                    incorporated herein by reference to Exhibit 6(b) to the
                    Registration Statement on Form N-4, File No.
                    33-58131, filed on March 17, 1995.

       27.01        Financial Data Schedule                                                                 Electronic
</TABLE>

(b)  REPORTS ON FORM 8-K.

On April 22, 1998, the Company filed a current report on Form 8-K dated April 5,
1998, reporting under Item 5 thereof, that Travelers Group Inc., the Company's
ultimate parent, had entered into a Merger Agreement with Citicorp, pursuant to
which Citicorp will be merged with and into Travelers Group Inc.


                                       12
<PAGE>   13
\                     THE TRAVELERS LIFE AND ANNUITY COMPANY

                                   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.



                              THE TRAVELERS LIFE AND ANNUITY COMPANY
                                          (Registrant)


Date     August 13, 1998      /s/ Ian R. Stuart
        ----------------      ------------------
                              Ian R. Stuart
                              Chief Financial Officer and Chief Accounting
                                Officer
                              (Principal Financial Officer)


                                       13