<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A
                                 AMENDMENT NO. 1

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999

(mark one)
 X         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---        EXCHANGE ACT OF 1934.

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

       For the transition period from __________ to ______________

Commission File Number 0-23852

                      PROJECT SOFTWARE & DEVELOPMENT, INC.
             (Exact name of registrant as specified in its charter)


               MASSACHUSETTS                                  04-2448516
       (State or other jurisdiction                        (I.R.S. employer
     of incorporation or organization)                  identification number)


                 100 CROSBY DRIVE, BEDFORD, MASSACHUSETTS 01730
          (Address of principal executive offices, including zip code)


                                 (781) 280-2000
              (Registrant's telephone number, including area code)


           Securities registered pursuant to Section 12(b) of the Act:
                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:
                          COMMON STOCK, $.01 PAR VALUE
                          ----------------------------
                                (Title of class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  X   No
                                       ---    ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to the Form 10-K. [ ]

<PAGE>   2


As of December 16, 1999, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $496,684,432 based on the
last sale price of such stock on such date.

Number of shares outstanding of the Registrant's common stock as of the latest
practicable date: 21,487,326 shares of common stock, $.01 par value per share,
as of December 16, 1999.

Total number of pages: 12



<PAGE>   3


     Part III of the Registrant's Annual Report on Form 10-K is hereby amended
by deleting the text thereof in its entirety and substituting the following:

                                    PART III

     ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT.

     The directors and executive officers of the Company as of September 30,
1999 are as follows. Messrs. Drapeau and Fishman are Class III Directors, whose
terms expire in 2002. Messrs. Birch and Daniels are Class I Directors, whose
terms expire in 2000. Messrs. Sayre and Stanzler are Class II Directors, whose
terms expire in 2001. Mr. Stanzler consented to be named as a nominee of Robert
L. Daniels and Susan H. Daniels for election as director of the Company at its
Special Meeting in Lieu of Annual Meeting held on May 28, 1998 and was elected
as a director at that meeting.


NAME                           AGE                 POSITION
----                           ---                 --------

Norman E. Drapeau, Jr.         39            President and Chief Executive
                                             Officer and Director B Class
                                             III

Robert L. Daniels              57            Executive Chairman of the
                                             Board B Class I

Paul D. Birch                  41            Executive Vice President B
                                             Finance and Administration,
                                             Chief Financial Officer and
                                             Treasurer and Director - Class I

William J. Sawyer              52            Executive Vice President B
                                             Operations

Ted D. Williams                51            Executive Vice President B
                                             Worldwide Sales

John W. Young                  46            Executive Vice President B
                                             Research and Development

Richard P. Fishman             52            Director B Class III

Stephen B. Sayre               47            Director B Class II

Alan L. Stanzler               56            Director B Class II



<PAGE>   4


     NORMAN E. DRAPEAU, JR. joined the Company in 1982 as an applications
analyst. Since that time, he has held various positions with the Company,
including, from 1984 to 1987, that of Manager of Customer Support and from 1989
through 1991, that of Director, Product Marketing. In 1991, Mr. Drapeau was
appointed Vice President, Corporate Marketing, in 1992 was appointed Vice
President - Americas and in July 1996 was appointed Executive Vice President -
Worldwide Sales and Marketing, serving in that capacity until January 1998. In
January 1998, Mr. Drapeau was appointed Executive Vice President and Chief
Operating Officer and was also elected a director of the Company. In May 1998,
Mr. Drapeau was elected President and Chief Executive Officer.

     ROBERT L. DANIELS founded the Company in 1968 and has been a director since
that time. Mr. Daniels served as Chairman of the Board and Chief Executive
Officer from 1968 to 1996 and as President from 1968 to 1995. In May 1998, Mr.
Daniels was elected executive Chairman of the Board.

     PAUL D. BIRCH joined the Company in 1991 as Vice President, Finance, was
appointed Vice President, Finance and Administration in 1992 and Executive Vice
President Finance and Administration in 1996. Since 1992 he has been the Chief
Financial Officer of the Company, and since 1993 has held the additional office
of Treasurer. In May 1998, Mr. Birch was elected a director of the Company.

     WILLIAM J. SAWYER joined the Company in 1978 as an application consultant
and served in sales and services positions from 1978 to 1984. Mr. Sawyer was a
Vice President of the Company from 1984 to 1990 and Executive Vice President
from 1990 until November 1997. In November 1997, Mr. Sawyer left the Company and
joined Peritus Software Services, Inc., a software application company, as Vice
President, Operations. Mr. Sawyer rejoined the Company in October 1998 as
Executive Vice President of Operations.

     TED D. WILLIAMS originally joined the Company in 1984 and served as
Director, MAXIMO until 1988. From 1988 to 1993, Mr. Williams was President and
Chief Operating Officer of Comac Systems Corporation, a software application
company. In 1993, Mr. Williams rejoined the Company as Director, Eastern
Regional Sales. He was appointed Vice President C North American Sales in 1996
and Vice President C Worldwide Sales in January 1998. In October, 1998, Mr.
Williams was appointed Executive Vice President C Worldwide Sales.

     JOHN W. YOUNG originally joined the Company in 1985 and served until 1988
as MAXIMO Product Manager. From 1988 to 1992, Mr. Young was Vice President of
Sales of Comac Systems Corporation, a software application company. In 1992 he
rejoined the Company as Director of MAXIMO Product Design, was appointed Vice
President - Research and Development of the Company in 1995 and was appointed
Executive Vice President - Research and Development of the Company in 1998.

     RICHARD P. FISHMAN was elected as a director in March 1999. Mr. Fishman is
currently Senior Vice President at MacAndrews & Forbes Group, Inc., where he is
responsible for venture capital investing. From 1995 through 1998, Mr. Fishman
served as Managing Director of GeoPartners Research, Inc., a strategy and
management consulting firm, where he headed the


<PAGE>   5


firm's venture capital activities. From 1995 to 1997, Mr. Fishman was also Of
Counsel at the law firm of Akin, Gump, Strauss, Hauer & Feld L.L.P. Mr. Fishman
served as President and Chief Executive Officer of Thinking Machines Corporation
from 1993 to 1994 and was a partner at the law firm of Milbank, Tweed, Hadley &
McCloy from 1987 until 1993.

     STEPHEN B. SAYRE was elected as a director in September 1998. Mr. Sayre is
currently the Senior Vice President of Marketing at Lotus Development
Corporation, a subsidiary of IBM Corporation which develops software
applications. Prior to joining Lotus in 1994, Mr. Sayre was President of Boston
Treasury Systems and has held other senior executive level positions with
Cullinet Software and Easel Corporation.

     ALAN L. STANZLER was elected as a director in May 1998. Mr. Stanzler served
as a director of the Company from 1992 to 1994, and as Clerk of the Company from
1990 to 1996. Mr. Stanzler is a member of the law firm of Maselan Jones &
Stanzler, P.C. From 1995 to 1998, Mr. Stanzler was a member of the law firm of
Davis, Malm & D=Agostine, P.C. and from 1978 to 1995 he was a partner in the law
firm of Finnegan & Stanzler, P.C.

     All directors hold office until the expiration of their respective terms as
described above and until their respective successors are duly elected and
qualified. Executive officers of the Company are appointed by and serve at the
discretion of the Board of Directors.

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "SEC"). Officers,
directors and greater-than-10% stockholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.

     Based solely upon review of Forms 3 and 4 and amendments thereto furnished
to the Company during fiscal 1999 and Forms 5 and amendments thereto furnished
to the Company with respect to fiscal 1999, or written representations that Form
5 was not required, the Company believes that all Section 16(a) filing
requirements applicable to its officers, directors and greater-than-10%
stockholders were fulfilled in a timely manner, with the exception of one late
Form 4 by Mr. Daniels (relating to certain sales of shares and a non-taxable
disposition to a limited partnership) and one late Form 3 by Mr. Williams. After
investigating these matters, the Company has concluded that any omissions were
inadvertent, and that none of the transactions gave rise to liability under
Section 16(b) of the Exchange Act for recapture of short-swing profits.

     ITEM 11. EXECUTIVE COMPENSATION.

     Summary Compensation Table. The following table sets forth certain
information concerning the compensation earned by the Company's Chief Executive
Officer and the four other most highly


<PAGE>   6



paid executive officers of the Company (collectively, the "named executive
officers") for services rendered in all capacities to the Company during fiscal
1999.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                       Long-Term
                                   Annual Compensation                               Compensation
                                   -------------------                               ------------
                                                                                        Awards
                                                                                     ------------
                                                                                      Securities          All Other
                               Fiscal                             Other Annual        Underlying        Compensation
Name and Principal Position     Year     Salary($)   Bonus($)     Compensation       Options(#)(1)         ($)(2)
---------------------------     ----     ---------   --------     ------------       -------------      ------------
<S>                             <C>      <C>        <C>                                  <C>            <C>
Norman E. Drapeau, Jr.          1999     $295,000   $375,414(3)             --           200,000        $   2,500
 President and                  1998      224,375           --       30,241(4)            60,000            2,375
 Chief Executive                1997      152,500           --       95,885(4)            49,998            2,250
 Officer

Robert L. Daniels               1999     $295,000   $375,414(3)             --                --               --
 Executive Chairman of the      1998      110,625           --              --                --               --
 Board and Former Chief         1997       64,773           --              --                --        $29,167(5)
 Executive Officer and President

Paul D. Birch                   1999     $207,750   $144,416(3)             --            40,000           $2,500
 Executive Vice-President       1998      188,250           --              --            40,000            2,375
 Chief Financial Officer,       1997      166,500     13,655(6)             --            40,000            2,250
 and Treasurer

John W. Young                   1999     $185,000    $88,166(3)             --            90,000           $2,500
 Executive Vice-President       1998      160,000           --              --            40,000            2,375
 Research and Development       1997      135,000      7,686(6)             --            19,998            2,250

William J. Sawyer               1999     $172,591    $88,166(3)     $30,000(7)            90,000           $2,500
 Executive Vice President       1998       18,750(8)        --        6,154(9)                --               --
 of Operations                  1997      147,500      8,086(6)             --                --            2,250
</TABLE>

-------------------------
(1)  Represents shares of Common Stock issuable upon exercise of stock options
     granted under the Company's 1994 Stock Option Plan.

(2)  The amounts reported represent contributions made by the Company pursuant
     to the Company's 401(k) Plan and Trust for fiscal 1999 and for the fiscal
     years ended September 30, 1998 and 1997 ("fiscal 1998 and "fiscal 1997,"
     respectively).

(3)  Represents bonuses paid under the Company's 1999 Executive Bonus Plan.

(4)  Represents commissions paid under Mr. Drapeau's individual incentive
     compensation plan as Executive Vice President Worldwide Sales designed to
     reward him for achievement of quarterly and annual revenue and contribution
     targets.

(5)  Represents fees related to an executive consulting agreement.

(6)  Represents bonuses paid under the Company's 1997 Executive Bonus Plan.

(7)  Represents a bonus paid when Mr. Sawyer was rehired.

(8)  Mr. Sawyer left the Company in November 1997 and returned in October 1998.

(9)  Represents payment for unused vacation time in connection with Mr. Sawyer's
     departure from the Company.


<PAGE>   7


     Option Grants in Last Fiscal Year. The following table sets forth certain
information regarding stock options granted during fiscal 1999 by the Company to
the named executive officers.

                       OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                                                             Potential Realizable
                                                                                               Value at Assumed
                                  Number of    Percent of Total                              Annual Rate of Stock
                                 Securities     Options Granted                             Price Appreciation for
                                 Underlying      to Employees      Exercise                     Option Term(4)
                                   Options         in Fiscal         Price     Expiration  -------------------------
            Name               Granted (#)(1)     Year(%)(2)       ($/Sh)(3)      Date        5%($)        10%($)
            ----               -------------- -----------------    ---------   ----------  -------------------------
<S>                                <C>              <C>             <C>         <C>        <C>           <C>
Norman E. Drapeau, Jr. .....       200,000(5)       18.9%           $9.0625      10/28/08   $1,140,000    $2,896,000

Robert L. Daniels...........              ---         ---              ---            ---          ---           ---

Paul D. Birch ..............        40,000(5)        3.8%           $9.0625      10/28/08   $  228,000    $  579,200

Jack W. Young...............        90,000(5)        8.5%           $9.0625      10/28/08   $  513,000    $1,303,200

William J. Sawyer...........        90,000(5)        8.5%           $9.8125      11/04/08   $  557,100    $1,407,600
</TABLE>

-----------------------
(1)  Represents shares of Common Stock issuable upon exercise of incentive stock
     options granted under the Company's 1994 Stock Option Plan.

(2)  The Company granted to employees options for the purchase of an aggregate
     of 1,061,000 shares of Common Stock in fiscal 1999 pursuant to the 1994
     Stock Option Plan.

(3)  All options were granted at exercise prices not less than the fair market
     value of the Common Stock on the date of grant.

(4)  Potential realizable value means the value of the shares of Common Stock
     underlying the option, at the specified assumed annual rates of stock price
     appreciation, compounded over the option term (10 years). Actual gains, if
     any, realized on stock option exercises are dependent on the future
     performance of the Common Stock and overall stock market conditions. There
     can be no assurance that the values reflected in this table will be
     realized.

(5)  All such options expire ten years after the date of grant, and first become
     exercisable as to 25% of the shares covered on the first anniversary of the
     date of grant and as to a further 25% annually thereafter, subject to
     acceleration in certain circumstances.


<PAGE>   8


     Option Exercises and Fiscal Year-End Values. The following table sets forth
certain information concerning stock options exercised during fiscal 1999 and
stock options held as of September 30, 1999 by each of the named executive
officers.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES


<TABLE>
<CAPTION>
                                                               Number of Unexercised             Value of Unexercised
                            Shares                                   Options at               in-the-In-The-Money Options
                           Acquired         Value                  Fiscal Year-End              at Fiscal Year End($)(2)
                              On          Realized       --------------------------------  -----------------------------------
       Name               Exercise(#)      ($)(1)        Exercisable(#)  Unexercisable(#)  Exercisable($)     Unexercisable($)
       ----               -----------     --------        --------------  ---------------  --------------     ----------------
<S>                          <C>          <C>                 <C>             <C>           <C>                <C>
Norman E. Drapeau, Jr. ..      --             --             101,998         257,500        $1,831,569         $4,361,906

Robert L. Daniels........      --             --               --               --               --                --

Paul D. Birch............    65,000       $1,240,362          90,000          80,000        $1,511,250         $1,283,750

John W. Young............     6,000       $  117,990          42,998         125,000        $  700,405         $2,087,187

William J. Sawyer........      --             --                   0          90,000                 0         $1,475,135
</TABLE>

------------------------
(1)  Value is based on the last sale price of the Common Stock on the exercise
     date, as reported by the Nasdaq Stock Market, or the price at which shares
     acquired upon exercise of the option were actually sold (in the event of a
     concurrent exercise and sale), less the applicable option exercise price.

(2)  Value is based on the last sale price of the Common Stock on September 30,
     1999, as reported by the Nasdaq Stock Market ($26.75 per share), less the
     applicable option exercise price. These values have not been and may never
     be realized. Actual gains, if any, on exercise will depend on the value of
     the Common Stock on the date of the sale of the shares.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Alan L. Stanzler and Stephen B. Sayre served on the Compensation Committee
during fiscal 1999. Neither Mr. Stanzler nor Mr. Sayre, nor any executive
officer of the Company, has any relationship requiring disclosure by the Company
pursuant to item 402(j) of Regulation S-K promulgated by the SEC.

DIRECTORS' COMPENSATION

     Members of the Board of Directors who are not employees of the Company or
one of the Company's subsidiaries ("Outside Directors") receive fees of $1,000
for each meeting of the Board of Directors and $750 for each meeting of a
Committee of the Board which they attend, provided that no fee is paid with
respect to a committee meeting if the committee meeting is held on the same date
as a Board meeting. Outside Directors receive $500 for participating in a
telephonic Board or committee meeting. Outside Directors are reimbursed for
out-of-pocket expenses incurred in the performance of their duties as directors
of the Company. Directors who are employees of the Company are not paid any
separate fees for serving as directors.


<PAGE>   9


     Pursuant to the Company's 1999 Equity Incentive Plan (the "1999 Plan"),
each Outside Director, upon first joining the Board, is automatically granted an
option to purchase 9,000 shares of Common Stock at an exercise price equal to
the fair market value of the Common Stock (determined in accordance with the
terms of the 1999 Plan) on the date of the grant. In addition, each Outside
Director who continues to serve as a director following any annual meeting of
stockholders of the Company or special meeting in lieu thereof is automatically
granted, immediately following such meeting of stockholders, an option to
purchase 9,000 shares of Common Stock at an exercise price equal to the fair
market value of the Common Stock (determined in accordance with the terms of the
1999 Plan) on the date of grant. Notwithstanding the preceding sentence, in the
event an Outside Director joins the Board after the second Tuesday in February
in a given year such Outside Director will receive an option for a number of
shares equal to 9,000 multiplied by N/12 where "N" is the number of months
remaining between the date of election of such Outside Director and the next
second Tuesday in February.

     ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         PRINCIPAL STOCKHOLDERS

         The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of December 16, 1999 by
(i) each person known by the Company to own beneficially more than five percent
of the Common Stock as of such date, (ii) each director of the Company, (iii)
each named executive officer and (iv) all executive officers and directors of
the Company as a group:

<TABLE>
<CAPTION>
                                                                     Shares Beneficially
                                                                          Owned(1)
                                                              ------------------------------
      Name                                                      Number              Percent
      ----                                                      ------              -------
<S>                                                            <C>                   <C>
Robert L. Daniels (2)(3)
  100 Crosby Drive
  Bedford, MA 01730.......................................     5,086,720             23.7%

Kopp Investment Advisors, Inc. (4)
  6600 France Avenue South
  Edina, MN 55435.........................................     1,763,858              8.2%

Susan H. Daniels (2)(3)(5)
  100 Crosby Dr.
  Bedford, MA 01730.......................................     1,419,258              6.6%

Fidelity Management & Research Corporation (6)
  1 Federal Street
  Boston, MA 02109........................................     1,141,800              5.3%

Norman E. Drapeau, Jr. (7)................................       166,998                *

Paul D. Birch (8).........................................       143,466                *

John W. Young(7)..........................................        62,898                *

Ted D. Williams(7)........................................        14,856                *

William J. Sawyer(9)......................................        15,628                *
</TABLE>

<PAGE>   10

<TABLE>
<CAPTION>
                                                                     Shares Beneficially
                                                                          Owned(1)
                                                              ------------------------------
      Name                                                      Number              Percent
      ----                                                      ------              -------
<S>                                                            <C>                   <C>
Alan L. Stanzler(10)......................................        50,000                *

Stephen B. Sayre(7).......................................        18,000                *

Richard P. Fishman(11)....................................        20,600                *

All directors and executive officers as a group
   (9 persons) (2)(3)(7)(8)(9)(10)(11).....................     5,579,166             25.4%
</TABLE>

---------------------------
*    Less than one percent.

(1)  The persons named in this table have sole voting and investment power with
     respect to the shares listed, except as otherwise indicated. The inclusion
     herein of shares listed as beneficially owned does not constitute an
     admission of beneficial ownership.

(2)  Excludes 204,580 shares held in three trusts for the benefit of Mr.
     Daniels' children and 1,700 shares held by Mr. Daniels as custodian for the
     benefit of a minor child. Each of Robert L. Daniels and Susan H. Daniels
     disclaims beneficial ownership of these shares.

(3)  Includes shares held by Robert L. Daniels as Trustee of the 1996 Daniels
     Voting Trust (the "Voting Trust"). Of the 2,516,516 shares subject to the
     Voting Trust, 1,258,258 are owned beneficially by Mr. Daniels and 1,258,258
     are owned beneficially by Susan H. Daniels. Mr. Daniels, as Trustee, has
     sole voting power with respect to the shares subject to the Voting Trust.
     Mr. Daniels also owns 2,570,204 shares free of the Voting Trust, and Susan
     Daniels also owns 161,000 shares free of the Voting Trust. The Voting Trust
     will terminate upon the written agreement of the parties or August 19,
     2001, whichever comes first. Each of Mr. Daniels and Susan Daniels
     disclaims beneficial ownership of the shares beneficially owned by the
     other. Robert and Susan Daniels are divorced.

(4)  This information is as of September 30, 1999, and is based upon a report on
     Schedule 13F filed by Kopp Investment Advisors, Inc. with the Securities
     and Exchange Commission on October 29, 1999.

(5)  Excludes 10,500 shares held by Susan H. Daniels as Trustee of the Susan
     Daniels Family Charitable Foundation. Susan H. Daniels disclaims ownership
     of these shares.

(6)  This information is as of September 30, 1999 and is based upon a report on
     Schedule 13F filed by Fidelity Management & Research Corporation with the
     Securities and Exchange Commission.

(7)  Represents shares issuable pursuant to outstanding stock options
     exercisable within 60 days of the date of this table.

(8)  Includes 110,000 shares issuable pursuant to outstanding stock options
     exercisable within 60 days of the date of this table.

(9)  Includes 12,500 shares issuable pursuant to outstanding stock options
     exercisable within 60 days of the date of this table.


<PAGE>   11


(10) Includes 26,000 shares issuable pursuant to outstanding stock options
     exercisable within 60 days of the date of this table. Also includes 10,000
     shares underlying Stock Appreciation Rights granted to Mr. Stanzler by Mr.
     Daniels, exercisable for five years from December 8, 1997.

(11) Includes 15,000 shares issuable pursuant to outstanding stock options
     exercisable within 60 days of the date of this table.



         ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      None.


<PAGE>   12

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated:  January  27, 2000

                                   PROJECT SOFTWARE & DEVELOPMENT, INC.

                                       /s/ Norman E. Drapeau, Jr.
                                   By:_______________________________________
                                       Norman E. Drapeau, Jr.
                                       President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<S>                                      <C>                                          <C>
/s/ Norman E. Drapeau, Jr.               President and Chief Executive Officer        January 27, 2000
___________________________              and Director (Principal Executive
Norman E. Drapeau, Jr.                   Officer)


/s/ Paul D. Birch                        Executive Vice President, Chief              January 27, 2000
___________________________              Financial Officer and Treasurer and
Paul D. Birch                            Director (Principal Financial and
                                         Accounting Officer)


___________________________              Director                                     January 27, 2000
Robert L. Daniels


/s/ Alan L. Stanzler
___________________________              Director                                     January 27, 2000
Alan L. Stanzler


___________________________              Director                                     January 27, 2000
Stephen B. Sayre


/s/ Richard P. Fishman
___________________________              Director                                     January 27, 2000
Richard P. Fishman

</TABLE>