UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC 20549

                                  10-QSB

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



FOR QUARTER ENDED  January 31, 2000    COMMISSION FILE NO. 0-8512
                  ------------------                      --------


                         MONARCH SERVICES, INC.
------------------------------------------------------------------
 (Exact name of small business issuer as specified in its charter)


          Delaware                                52-1073628
---------------------------------  ------------------------------
 (State or other jurisdiction of  (IRS EmployerIdentification No.)
        incorporation)


     4517 Harford Road, Baltimore, Maryland               21214
------------------------------------------------       ----------
    (Address of principal executive offices)           (Zip Code)


Issuer's telephone number, including area code       410-254-9200
                                                    -------------

                              Not applicable
-----------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.

Check  whether  the issuer (1) has filed all reports required  to  be  filed  by
Section  13 or 15(d) of the Securities Exchange Act of 1934 during the  past  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 January 31, 2000, the number of shares outstanding of the issuer's common
stock was 1,619,820 shares.

Transitional Small Business Issuer Format (check one):

                              YES [   ]      NO [ X ]
<PAGE>
<TABLE>

                       PART I.      FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

                      MONARCH SERVICES, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
<CAPTION>
                                                January 31, 2000
                                               ------------------
                                                 (000's Omitted)
<S>                                                  <C>
ASSETS
CURRENT ASSETS
   Cash and cash equivalents                         $8,502
   Accounts receivable, net                             397
   Marketable securities                                 48
                                                      -----
                                                      8,947
   Other current assets                                  24
                                                      -----
           TOTAL CURRENT ASSETS                       8,971

PROPERTY AND EQUIPMENT                                  648
   Less accumulated depreciation                       (437)
                                                      -----
                                                        211
                                                      -----
INTANGIBLE ASSETS, NET                                    6
DEFERRED TAX ASSET                                       79
                                                      -----
                                                     $9,267
                                                      -----
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable                                  $  256
   Accrued expenses                                      74
   Income taxes payable                                 378
   Deferred subscription revenues                     1,371
                                                     ------
           TOTAL CURRENT LIABILITIES                  2,079

STOCKHOLDERS' EQUITY
   Preferred Stock - par value $.01 per share:
      Authorized 100,000 shares; no shares
      issued
   Common Stock - par value $.25 per share:
      Authorized - 3,000,000 shares; shares
      issued - 2,109,985; shares outstanding
      1,619,820                                         527
   Capital surplus                                    3,378
   Retained earnings                                  3,405
                                                     ------
                                                      7,310
   Treasury stock at par - 490,165 shares              (122)
                                                      -----
             TOTAL STOCKHOLDERS' EQUITY               7,188
                                                      -----
                                                     $9,267
                                                      -----
<FN>
See notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>

                     MONARCH SERVICES, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<CAPTION>
                                      Three Months Ended  Nine Months Ended
                                          January 31,        January 31,
                                      ------------------  -----------------

                                          2000     1999     2000     1999
                                          ----     ----     ----     ----

                                     (000's omitted, except per share data)

<S>                                     <C>      <C>      <C>      <C>
Net Sales - publishing                  $ 1,236  $   835  $ 3,363  $ 2,764

Cost of goods sold - publishing             781      649    2,227    1,796
                                        ------------------------------------
Gross profit from continuing
        operations                          455      186    1,136      968
                                        ------------------------------------
Selling, general and
   administrative expenses                  152      209      380      505
                                        ------------------------------------
Income (loss) from continuing
    operations before other
      income and income taxes               303     ( 22)     756      463

Other income:
    Investment and interest income          100       33      240       61
    Other                                     3        0       22        0
                                        ------------------------------------
Income from continuing operations
    before income taxes                     406       11    1,018      524

Income tax expense                          138        0      346        0
                                        ------------------------------------
Income from continuing operations           268       11      672      524
                                        ------------------------------------

Discontinued Operations:
   Operating loss from
     games division                          0         0       0     (279)
   Gain on disposal of games business
     (less income taxes of $516 for the
     three months and nine months ended
     January 31, 1999)                       0        62       0     3,805
   Operating income (loss) from printing
     and envelope division (net of income
     tax expense  of $25 and ($297) for the
     three months and nine months ended
     January 31, 2000, respectively         47      (401)    (575)    (668)
   Gain on disposal of printing and
     and envelope business (net of
     income tax of $211 and $178)
     for the three months and nine
     months ended January 31, 2000
     respectively                          409         0      345        0
                                      --------------------------------------
Income (loss) from discontinued
     operations                            456      (339)    (230)    2,858
                                      --------------------------------------
Net income (loss)                          724      (328)     442     3,382
                                      --------------------------------------

Net earnings (loss) per common
     share-basic and diluted:

Income from continuing
     operations per share               $ .17     $ .01     $ .41    $ .32

Income (loss) from discontinued
     operations                           .28      (.21)     (.14)    1.77
                                      ---------------------------------------
Net income (loss) per common
     share - basic and diluted            .45      (.20)      .27     2.09
                                      ---------------------------------------
Weighted average number of shares
     outstanding                      1,619,820 1,619,820 1,619,820 1,619,820
                                      ---------------------------------------
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>


<TABLE>
               MONARCH SERVICES, INC. AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<CAPTION>
                                               Nine Months Ended
                                                  January 31,
                                              -------------------
                                               2000         1999
                                              -----         ----
                                                (000's Omitted)

<S>                                         <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                 $    724      $ 3,382
  Adjustments to reconcile net
  income to net cash provide (used)
  in operating activities:
     Gain on disposal of games business            0       (3,805)
     Gain on disposal of games and
       printing and envelope machinery
       and equipment and inventories            (345)           0
     Depreciation and amortization                69          116
     Changes in accounts receivable,
       inventories, other assets,
       accounts payable, accrued
       accrued expenses, deferred
       subscription revenue and
       income tax payable                        (44)         (59)
                                              ------       ------
Total provided cash (used) in operating
     activities                                  404         (366)
                                              ------       ------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment            (26)           0
  Cash proceeds from sale of substantially
     all the assets of the games division          0        6,000
  Cash proceeds from sale of inventories
     and equipment                               803           15
                                               ------       ------
    Total cash provided by investing
       activities                                777        6,015
                                              ------       ------
NET INCREASE IN CASH AND
  CASH EQUIVALENTS                             1,181        5,649

CASH AND CASH EQUIVALENTS
  BEGINNING OF PERIOD                          7,321        1,738
                                              ------       ------
CASH AND CASH EQUIVALENTS
  END OF PERIOD                              $ 8,502      $ 7,387
                                              ------       ------
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
                 MONARCH SERVICES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE A - BASIS OF PRESENTATION

The  accompanying  unaudited consolidated financial statements  include  Monarch
Services,  Inc. (Monarch), formerly Monarch Avalon, Inc.,  and its  wholly-owned
subsidiary,  Girls'  Life, Inc. (Monarch and  Girls'  Life,  Inc.   collectively
referred to herein as the Company) and have been prepared in accordance with the
instructions  to  Form  10-QSB and do not include all  of  the  information  and
disclosures  required by generally accepted accounting principles  for  complete
financial statements.  In the opinion of management, all adjustments (consisting
of   normal  recurring  accruals  and  charges  and  accruals  specific  to  the
discontinued  printing and envelope segment) considered  necessary  for  a  fair
presentation  have  been included.  All material intercompany  balances  between
Monarch  and  its  subsidiary have been eliminated in consolidation.   Operating
results  for  the three months and nine months ended January 31,  2000  are  not
necessarily  indicative of the results that may be expected for the year  ending
April  30,  2000.   For further information, reference should  be  made  to  the
financial statements and notes included in the Company's annual report  on  Form
10-KSB for the fiscal year ended April 30, 1999.

On January 24, 2000, the Company incorporated a new subsidiary, Girlslife.com in
Maryland.  There has been no business transacted by Girlslife.com for the  three
months or nine months ending January 31, 2000.

Girls' Life magazine subscriptions are sold through traditional sources such  as
direct-mail  solicitation,  insert  cards  and  via  subscription  agents.   The
magazine is also sold on newsstands and subscriptions can be obtained or renewed
through  the  internet  on  the  Girls'  Life  website.   Newsstand  copies  are
distributed  nationally by Ingram Periodicals Inc. and International  Periodical
Distributors.   Newsstand copies are distributed nationally and  internationally
by Warner Publisher Services.  The Company has entered into a joint venture with
the Girl Scouts of the U.S.A. through which the Company has direct access to the
Girl Scout's mailing list of over 2,000,000 girls.

The  basic domestic price of a one year Girls' Life subscription is $17.85.  The
suggested retail price of a single issue of Girls' Life in the United States  at
the newsstand is $2.95.

The  average  total distribution per issue during fiscal year 1999  was  as  set
forth in the following table.

Distribution Channel           Number of Magazines Distributed
--------------------           -------------------------------

         Newsstand Sales                         60,000

         Subscription Sales                     233,000
                                               ---------
            Total Paid Circulation              293,000


         Complementary Copies                     1,000


The following table sets forth the average number of subscriptions
geographically sold per issue, internationally and domestically during FY 1999.


Geographic Distribution         Number of Magazines Distributed
-----------------------         -------------------------------

         United States                          229,000

         International                            4,000
<PAGE>

NOTE B - DISCONTINUED OPERATIONS

SALE OF GAMES DIVISION:

On  October 27, 1998, the Company sold substantially all the assets of the games
division  to  a subsidiary of Hasbro, Inc. for $6,000,000 in cash.   The  assets
sold  included  trademarks, copyrights and other intellectual  property  rights,
inventory  and tooling.  The operating results of the games division  have  been
classified  as  discontinued  operations  for  all  periods  presented  in   the
consolidated statements of operations.

Net  sales and income from discontinued operations of the games division are  as
follows:

                                Three Months Ended        Nine Months Ended
                                    January 31,             January 31,
                                 2000        1999         2000         1999
----------------------------------------------------------------------------
Net sales                       $    0     $     0      $    0      $   214
Gain from discontinued
   operations                        0           0           0        3,464


<PAGE>

CLOSING OF PRINTING AND ENVELOPE DIVISION:

Effective August 20, 1999, the Company closed the printing and envelope division
due to increased losses since last year's sale of the games division.

Estimated  accrued salary and rent expense associated with the  closing  of  the
printing  and  envelope division were adjusted during the quarter ended  January
31,  2000 upon final settlement of the obligations.  The adjustment (net of tax)
resulted in $47,000 of income being recognized during the third quarter.
As  of January 31, 2000, accrued rent of $25,000 remains for the portion of  the
Company's office, warehouse, and manufacturing facilities which were utilized by
the discontinued segments.

In August 1999, the Company estimated a loss on the disposal of the printing and
envelope  division  to  be  $228,000 (net of  tax  benefit  of  $117,000).   The
estimated loss was based on information available to management at that time and
included the writedown of the commercial printing equipment and inventory to  an
estimated  market  value  expected  to be  realized  at  auction.   Upon  actual
disposition of those assets during the third quarter of fiscal 2000, a  gain  in
the  amount  of  $409,000  was realized (net of tax  expense  of  $211,000)  and
$345,000 (net of tax expense of $178,000) for the nine months ended January  31,
2000.

Net  sales and income from discontinued operations of the printing and  envelope
division are as follows:

                                  Three Months Ended      Nine Months Ended
                                     January 31,             January 31,
                                  2000          1999      2000         1999
----------------------------------------------------------------------------
Net sales                         $    0      $  337      $  516    $ 1,513
Gain  on disposal of printing
   and envelope segment              620           0         523          0
Income (loss) from discontinued
   operations                         72        (608)       (872)    (1,012)


<PAGE>

NOTE C - ACCOUNTS RECEIVABLE

Accounts receivable consist of the following at January 31, 2000:

Accounts Receivable-Games          $      703
                   -Printing            2,416
                   -publishing        447,363
                                   -----------
Less:                                 450,482
  Allowance for doubtful accounts    ( 53,119)
                                   -----------
                                   $  397,363
                                   ===========

The Accounts Receivable-Games in the amount of $703 and The Accounts Receivable-
Printing in the amount of $2,416 is fully reserved in the Allowance for doubtful
accounts.

NOTE D - INVENTORIES

Inventories  in  the amount of $23,000 of the printing and envelope  division
was sold or auctioned off in the third quarter of FY 2000.

<PAGE>

ITEM II             MONARCH SERVICES, INC. AND SUBSIDIARY

                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For purposes of this discussion references to fiscal 2000 are to the fiscal year
ending  April  30, 2000, and references to fiscal 1999 are to  the  fiscal  year
ended April 30, 1999.


CERTAIN CAUTIONARY INFORMATION


In  connection with the Private Securities Litigation Reform Act  of  1995  (the
"Litigation  Reform  Act"), the Company is hereby disclosing certain  cautionary
information  to  be  used in connection with written materials  (including  this
Report on Form 10-QSB) and oral statements made by or on behalf of its employees
and  representatives  that  may contain forward-looking  statements  within  the
meaning  of the Litigation Reform Act.  Such statements consist of any statement
other  than a recitation of historical fact and can be identified by the use  of
forward-looking  terminology  such  as  may,  expect,  anticipate,  estimate  or
continue  or  the  negative thereof or other variations  thereon  or  comparable
terminology.   The  listener  or reader is cautioned  that  all  forward-looking
statements  are  necessarily  speculative  and  there  are  numerous  risks  and
uncertainties  that  could cause actual events or results to  differ  materially
from  those  referred  to  in such forward-looking statements.   The  discussion
contained in the Company's Annual Report on Form 10-KSB for the year ended April
30,  1999  and  incorporated herein by reference highlights  some  of  the  more
important  risks identified by management, but should not be assumed to  be  the
only  factors that could affect future performance.  Included in these risks  is
the  Company's  history  of  losses,  its  fluctuations  in  operating  results,
competition and other risks set forth herein  and in the Company's annual report
on  Form  10KSB  for the year ended April 30, 1999.  The reader or  listener  is
cautioned  that  the  Company does not have a policy  of  updating  or  revising
forward-looking statements and thus he or she should not assume that silence  by
management  over time means that actual events are bearing out as  estimated  in
such forward-looking statements.


<PAGE>

RESULTS OF OPERATIONS

Monarch Services, Inc. consists of one operating subsidiary,  Girls' Life, Inc.,
that publishes a magazine.

The  revenues of Girls' Life, Inc. are seasonal in nature. Girls' Life  magazine
is  published  six  times per year.  The Company's typical publication  schedule
usually results in the accrual of revenues for one issue in the first and  third
quarters  of the fiscal year and the accrual of revenues for two issues  in  the
second  and  fourth  quarters of the fiscal year.  The publication  schedule  is
subject  to  revision  without  notice.   In  order  to  facilitate  Year   2000
compliance,  the  Company  accelerated publication of  the  February/March  2000
edition of Girls' Life to December 1999.  See "Year 2000 Disclosure."


RESULTS FOR THE THIRD QUARTER OF FISCAL YEAR 2000 AND 1999

Sales  of  Girls' Life in the third quarter of fiscal 2000 increased by $401,000
or  48% from the third quarter of fiscal 1999.  The increase in sales for Girls'
Life  relates  primarily to the inclusion of sales for the  February/March  2000
edition  of  Girls'  Life magazine  in the third quarter of  fiscal  year  2000.
Income  and  related costs associated with a Girls' Life  issue  are  recognized
upon  shipment  of the issue.  Due to concerns surrounding the  year  2000,  the
production and shipment of the February/March issue was accelerated and  shipped
in December 1999.  As a result, the sales and related costs associated with that
issue are reflected in the third quarter of fiscal 2000 operations, rather  than
the  forth quarter, as it has been historically.  This is not expected to  be  a
recurring  event in future periods. Newsstand sales and advertising income  also
increased  for the third quarter as a result of the February/March  issue  being
shipped in December 1999.

Cost  of goods sold as a percent of sales was 63% in the third quarter of fiscal
2000  compared  to  78% in the third quarter of fiscal 1999.   The  decrease  in
fiscal 2000 was primarily due to the increased subscription and newsstand  sales
and  increased  income from advertising which permitted the Company  to  achieve
certain economies of scale in fixed and other varible costs associated with  the
printing and shipment of the two magazine issues in the third quarter of  fiscal
2000.

Gross  profit increased by $269,000 or 144% during the third quarter  of  fiscal
2000 compared to the third quarter of fiscal 1999.   Gross margin was 37% during
the third quarter of fiscal 2000 as compared to 22% during the third quarter  of
fiscal 1999.

Selling,  general and administrative expenses as a percentage of sales were  12%
for  the  third quarter of fiscal 2000 and 25% for the third quarter  of  fiscal
1999.   The  decrease in fiscal 2000 was primarily due to less  advertising  and
promotional  expenses for the third quarter of fiscal 2000 as  compared  to  the
third  quarter  of  fiscal  1999 which fully offset  an  increase  in  corporate
overhead charged to Girls' Life as a result of the closing of the  printing  and
envelope division.

Other income increased $70,000 in the  third quarter of fiscal 2000 compared  to
the  third  quarter  of  fiscal 1999.  The increase was  primarily  due  to  the
increase in interest income.

Discontinued operations had no gains or losses from the games division  for  the
third quarter of fiscal 2000 because the games division was sold to Hasbro, Inc.
in  October  1998.  Operating income for the printing and envelope division  was
$47,000  (net  of tax)  for the third quarter of fiscal 2000 as  compared  to  a
$401,000  loss  (net  of tax)  for the third quarter of fiscal  1999.  Estimated
accrued salary and rent expense associated with the closing of the printing  and
envelope  division were adjusted during the quarter ended January 31, 2000  upon
final  settlement of such obligations.  The adjustment (net of tax) resulted  in
$47,000 of income being recognized during the third quarter.

During  the third quarter of fiscal 2000, the sale of the printing and  envelope
division  assets was completed.  The sale consisted primarily of  equipment  and
limited inventory.  The resulting gain of $409,000 (net of tax) realized  during
the  three months ended January 31, 2000 was greater than anticipated.   Certain
adjustments  to  amounts accrued in previous quarters caused the  gain  realized
during the third quarter to exceed the gain for the nine-month period.

RESULTS FOR THE FIRST NINE MONTHS OF FISCAL YEAR 2000 AND 1999

Sales of Girls' Life during the nine months of fiscal 2000 increased by $599,000
or  22%  from the nine months of fiscal 1999.  The increase in sales for  Girls'
Life  relates  primarily to the inclusion of sales for the  February/March  2000
edition of Girls' Life magazine in the third quarter of fiscal year 2000. Income
and  related costs associated with an issue are recognized upon shipment of  the
issue.   Due to concerns surrounding the year 2000, the production and  shipment
of the February/March issue was accelerated and shipped in December 1999.  As  a
result, the sales and related costs associated with that issue are reflected  in
the  third quarter of fiscal 2000 operations, rather than the forth quarter,  as
it  has  been  historically.  This is not expected to be a  recurring  event  in
future  periods. Newsstand sales and advertising income also increased  for  the
nine  months  as a result of the February/March issue being shipped in  December
1999.

Cost  of  goods  sold as a percent of sales was 66% during the  nine  months  of
fiscal 2000 compared to 65% in the nine months of fiscal 1999.  The increase  in
fiscal  2000  was primarily due to increased subcontractors costs, shipping  and
delivery  expenses,  increased  labor costs  for  additional  personnel  in  the
publishing  division and general corporate overhead that was previously  charged
to  the  former games business printing and envelope business and are  currently
being charged to the publishing business.

Gross profit increased by $168,000 or 17% during the nine months of  fiscal 2000
compared  to  the nine months of fiscal 1999.  Gross margin was 34%  during  the
nine  months  of  fiscal 2000 compared to 35% during the nine months  of  fiscal
1999.

Selling,  general and administrative expenses as a percentage of sales were  11%
for  the nine months of fiscal 2000 and 18% for the nine months of fiscal  1999.
The  decrease  in  fiscal  2000  was  primarily  due  to  less  advertising  and
promotional expenses for the nine months of fiscal 2000 as compared to the  nine
months  of  fiscal  1999  which fully offset an increase in  corporate  overhead
charged  to Girls' Life as a result of the closing of the printing and  envelope
division.

Other  income increased $201,000 during the nine months of fiscal 2000  compared
to  the  nine  months  of fiscal 1999.  The increase was due  primarily  to  the
increase in interest income and sale of equipment.

Discontinued operations had no gains or losses from the games division  for  the
nine  months of fiscal 2000 because the games division was sold to Hasbro,  Inc.
in  October  1998.  Operating losses for the printing and envelope division  was
$575,000 (net of tax) for the nine months of fiscal 2000 as compared to $668,000
for the nine months of fiscal 1999.

During  the  nine  months ended January 31, 2000, the sale of the  printing  and
envelope division was completed.  The sale consisted primarily of equipment  and
limited inventory.  The resulting gain of $345,000 (net of tax) was greater than
anticipated.

LIQUIDITY AND CAPITAL RESOURCES


At  January 31, 2000, the Company has cash and cash equivalents of approximately
$8,502,000  an  increase of $1,181,000 from the amount at April 30,  1999.   The
increase  resulted primarily  from cash received  from the sale of  machinery  &
equipment  and inventories from the closed printing and envelope operations  and
interest  income.  The  Company's  cash and  cash  equivalents  are  subject  to
variation based upon the timing of receipts and the payment of payables.

On  November  2,  1999,  remaining inventories from the  printing  and  envelope
division and remaining equipment from the printing and envelope division and the
games  division was auctioned off.  Net proceeds received from the sale  of  the
inventories and equipment was $803,000.

At January 31, 2000, the Company has no debt with third party lenders.

<PAGE>

YEAR 2000 DISCLOSURE


As of the date of this report, no Y2K problems have been detected in the systems
used  by  the Company, and the Company is not aware of any material Y2K problems
encountered  by customers or suppliers of the Company that would  be  likely  to
adversely  affect  the  Company.   Although considered  unlikely,  unanticipated
problems  in the Company's business process, including problems associated  with
non-compliant  third parties and disruptions to the economy  in  general,  could
still occur.

As  of  January  31, 2000, the Company has incurred direct Year 2000  compliance
costs  of  approximately  $35,000,  to cover  assessment  of  systems,  internal
testing,  training, and replacement and modification of existing  systems.   The
Company's  Year  2000  compliance costs consist of  software,  consulting  time,
employee  time  and new and upgraded hardware.  The Company completed  its  Year
2000 compliance program during the second quarter of fiscal 2000.


<PAGE>



                      PART II. OTHER INFORMATION


ITEMS 1 THROUGH 5
NONE / NOT APPLICABLE

ITEM 6.  EXHIBITS AND REPORTS FOR FORM 8-K

(a)          Exhibits

             Number        Description
             ------        -----------

             21.           Subsidiaries of the Registrant

             27.           Financial Data Schedule


(b)          Reports on Form 8-K

             No reports have been filed on Form 8-K during this
             quarter.

<PAGE>

In  accordance  with the Securities Exchange Act of 1934, this report  has  been
signed  below by the following persons on behalf of the registrant  and  in  the
capacities and on the dates indicated.


                                              MONARCH SERVICES, INC.





Date      March 14, 2000       By: /s/    A. Eric Dott
        -----------------          -------------------------------
                                   A. Eric Dott
                                   Chairman of the Board





Date      March 14, 2000           /s/    A. Eric Dott
        -----------------          -------------------------------
                                   A. Eric Dott
                                   Chairman of the Board
                                   (Principal Executive Officer)




Date      March 14, 2000           /s/    Marshall Chadwell
        -----------------          -------------------------------
                                   Marshall Chadwell, Controller
                                   Chief Financial Officer
                                   (Principal Accounting and
                                        Financial Officer)

<PAGE>

EXHIBIT INDEX

     21     Subsidiaries of the Registrant

     27     Financial Data Schedule