<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    ---------


                                   FORM 10-QSB


                                    ---------


[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED December 31, 1998.

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO
     ______________.



                         Commission file number 1-11900



                        INTEGRATED SECURITY SYSTEMS, INC.
                        ---------------------------------
        (Exact name of small business issuer as specified in its charter)



            DELAWARE                                     75-2422983
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification No.)



8200 SPRINGWOOD, SUITE 230, IRVING, TEXAS                  75063
(Address of principal executive offices)                 (Zip Code)



                                 (972) 444-8280
                           (Issuer's telephone number)



Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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, 1999, 9,263,993 shares of Registrant's common stock were
outstanding.

                                  Page 1 of 12

<PAGE>   2

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

        Index to Integrated Security Systems, Inc. Consolidated Financial
Statements:

<TABLE>
<CAPTION>
                                                                         Page
                                                                         ----

           <S>                                                           <C>
           Balance Sheets..................................................3

           Statements of Operations........................................4

           Statements of Cash Flows........................................5

           Notes to Financial Statements...................................6
</TABLE>


                                  Page 2 of 12
<PAGE>   3

                        INTEGRATED SECURITY SYSTEMS, INC.
                           Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                                   December 31         June 30,
                                                                       1998              1998
                                                                   ------------      ------------
                                                                            (Unaudited)
<S>                                                                <C>               <C>         
                                ASSETS
Current assets:

   Cash and cash equivalents                                       $     80,497      $    311,117
   Accounts receivable, net of allowance for doubtful
     accounts of $62,608 and $45,159, respectively                    2,196,086         2,204,005
   Inventories                                                          955,869           926,442
   Restricted cash                                                       77,843           107,039
   Notes receivable, net of $140,000 discount                           560,000              --
   Deferred revenue                                                      78,563              --
   Other current assets                                                 316,218           192,987
                                                                   ------------      ------------
     Total current assets                                             4,265,076         3,741,590

Property and equipment, net                                           4,021,806         5,610,622
Intangible assets, net                                                1,394,287         2,055,117
Capitalized software development costs, net                             254,762           318,453
Deferred income taxes                                                   205,384           205,384
Other assets                                                             23,107            19,642
                                                                   ------------      ------------
     Total assets                                                  $ 10,164,422      $ 11,950,808
                                                                   ============      ============

                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                $  1,615,056      $  1,002,375
   Accrued liabilities                                                  563,371           675,616
   Deferred revenue                                                      36,000           159,945
   Current portion of long-term debt and other liabilities            1,777,179         1,564,617
                                                                   ------------      ------------
     Total current liabilities                                     $  3,991,606      $  3,402,553
                                                                   ------------      ------------

Long-term debt and other liabilities                                  6,152,025         7,490,753

Stockholders' equity:
   Preferred stock, $.01 par value, 750,000 shares authorized;
     10,250 shares issued and outstanding                                   102               102
   Common stock, $.01 par value, 30,000,000 shares
     authorized; 9,313,993 and 8,525,808 shares, respectively,
     issued; and 9,263,993 and 8,475,808 shares,
     respectively, outstanding                                           93,140            85,258
   Additional paid in capital                                        11,376,199        10,822,802
   Accumulated deficit                                              (11,329,900)       (9,731,910)
   Treasury stock, 50,000 shares                                       (118,750)         (118,750)
                                                                   ------------      ------------
     Total stockholders' equity                                          20,791         1,057,502
                                                                   ------------      ------------
       Total liabilities and stockholders' equity                  $ 10,164,422      $ 11,950,808
                                                                   ============      ============
</TABLE>


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


                                  Page 3 of 12
<PAGE>   4

                        INTEGRATED SECURITY SYSTEMS, INC.
                      Consolidated Statements of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>
                                    For the Three Months Ended         For the Six Months Ended
                                           December 31,                       December 31,
                                   ----------------------------      ----------------------------
                                       1998             1997             1998             1997
                                   -----------      -----------      -----------      -----------

<S>                                <C>              <C>              <C>              <C>        
Sales                              $ 2,962,309      $ 2,680,379      $ 5,539,851      $ 5,710,352
Cost of sales                        1,823,831        1,654,023        3,386,278        3,404,708
                                   -----------      -----------      -----------      -----------
Gross margin                         1,138,478        1,026,356        2,153,573        2,305,644

Operating expenses:
   Selling, general and
     administrative                  1,554,312        1,463,489        3,195,667        2,907,670
   Research and product
     development                        79,004           99,108          189,532          218,649
                                   -----------      -----------      -----------      -----------
                                     1,633,316        1,562,597        3,385,199        3,126,319
                                   -----------      -----------      -----------      -----------

Loss from operations                  (494,838)        (536,241)      (1,231,626)        (820,675)

Other income (expense):
   Interest income                      20,556           10,231           22,072           25,632
   Interest expense                   (217,264)        (221,374)        (430,485)        (411,368)
   Gain on sale of assets              109,221           36,971          102,220           39,285
   Other                               (47,283)         (22,095)         (51,871)         (21,829)
                                   -----------      -----------      -----------      -----------

Loss before income taxes              (629,608)        (732,508)      (1,589,690)      (1,188,955)
Provision for income taxes              (8,300)            (386)          (8,300)          (4,725)
                                   -----------      -----------      -----------      -----------

Net loss                           $  (637,908)     $  (732,894)     $(1,597,990)     $(1,193,680)
                                   ===========      ===========      ===========      ===========

Weighted average common and
   potential common
   shares outstanding                9,135,757        8,152,379        8,806,426        8,070,844
                                   ===========      ===========      ===========      ===========

Net loss per share                 $     (0.07)     $     (0.09)     $     (0.18)     $     (0.15)
                                   ===========      ===========      ===========      ===========
</TABLE>


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


                                  Page 4 of 12
<PAGE>   5

                        INTEGRATED SECURITY SYSTEMS, INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                      For the Six Months Ended
                                                                            December 31,
                                                                   ------------------------------
                                                                       1998              1997
                                                                   ------------      ------------

<S>                                                                <C>               <C>          
Cash flows from operating activities:
   Net income (loss)                                               $ (1,597,990)     $ (1,193,680)
   Adjustments to reconcile net income (loss) to net cash
     provided (used) by operating activities:
     Depreciation                                                       268,465           282,322
     Amortization                                                       187,825           209,919
     Bad debt expense                                                    11,210            12,825
     Provision for warranty reserve                                      64,652            40,785
     Provision for inventory reserve                                     15,181             6,000
     Deferred revenue                                                  (202,508)            2,843
     Gain (loss) on sale of assets                                      249,221           (39,285)
     Debt discount                                                      140,000              --
     Other non-cash expenses                                            202,439            14,117
     Changes in operating assets and liabilities:
       Accounts receivable                                               (3,291)          687,710
       Inventories                                                      (44,608)         (180,611)
       Restricted cash                                                   29,196            (3,193)
       Other assets                                                     510,516            27,792
       Accounts payable                                                 612,681           (41,235)
       Accrued liabilities                                             (176,894)         (244,244)
                                                                   ------------      ------------
         Net cash used by operating activities                          266,095          (418,235)
                                                                   ------------      ------------

Cash flows from investing activities:
   Purchase of property and equipment                                  (408,405)         (848,741)
   Sale of property and equipment                                     1,729,975            88,160
                                                                   ------------      ------------
         Net cash provided (used) by investing activities             1,321,570          (760,581)
                                                                   ------------      ------------

Cash flows from financing activities:
   Issuance of common stock                                               7,882           188,843
   Issuance of notes receivable                                        (700,000)             --
   Payments on debt and other liabilities                            (2,726,497)         (245,474)
   Proceeds from notes payable and long-term debt                     1,600,330           488,804
                                                                   ------------      ------------
         Net cash (used) provided by financing activities            (1,818,285)          432,173
                                                                   ------------      ------------

Increase (decrease) in cash and cash equivalents                       (230,620)         (746,643)
Cash and cash equivalents at beginning of period                        311,117         1,581,191
                                                                   ------------      ------------
Cash and cash equivalents at end of period                         $     80,497      $    834,548
                                                                   ============      ============
</TABLE>


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


                                  Page 5 of 12
<PAGE>   6

                        INTEGRATED SECURITY SYSTEMS, INC.
             Notes to Consolidated Financial Statements (Unaudited)
                   Six Months Ended December 31, 1998 and 1997


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (all of
which are normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the interim period are
not necessarily indicative of the results that may be expected for the fiscal
year ending June 30, 1999.

The accompanying financial statements include the accounts of Integrated
Security Systems, Inc. ("ISSI" or the "Company") and all of its subsidiaries,
with all significant intercompany accounts and transactions eliminated. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's fiscal 1998 Annual Report on Form
10-KSB filed October 13, 1998.

NOTE 2 - RECLASSIFICATION

Certain reclassification of prior year amounts have been made to conform to the
current period presentation.

NOTE 3 - DISPOSITION OF ASSETS

Effective October 1, 1998, the Company disposed of the MPA portion ("MPA") of
its subsidiary, Golston Company, Inc. ("Golston"). MPA manufactures and markets
modular buildings for financial institutions for use during new branch
construction or existing facility remodeling. The asset sale involved the
disposition of $1.7 million of fixed assets as well as approximately $200,000 of
prepaid contracts and deposits. The Company sold MPA for $2.8 million consisting
of $700,000 notes receivable and the remainder in cash. In conjunction with this
transaction, the Company also retired debt of approximately $1.7 million. The
Company recognized $248,143 as a gain on this sale offset by a discount on the
notes receivable of $140,000. MPA was sold to MPA Systems, Inc., a corporation
partially owned by James W. Casey, a former employee and former director of the
Company.

NOTE 4 - DEBT CONVERSION

During October 1998, a portion of the convertible notes payable to unrelated
fund managed by Renaissance Capital Group, Inc. were exercised, with $431,798
converted into 786,517 shares of common stock. The balance of the remaining
convertible notes payable is $4,168,202.

NOTE 5 - SHORT-TERM FINANCING

The Company has obtained short-term financing through convertible promissory
notes in the amount of $600,000 during the quarter ended December 31, 1998.
These notes have an interest rate of 9% due monthly and are due on demand.

NOTE 6 - NET LOSS PER SHARE

Net loss per common share for each period is computed using the weighted average
number of common and common equivalent shares outstanding during the respective
periods. At December 31, 1998, there were 10,521,558 potentially dilutive common
shares which were not included in weighted average shares outstanding because to
do so would have been anti-dilutive.


                                  Page 6 of 12
<PAGE>   7

NOTE 7 - POTENTIAL STOCK COMBINATION

At a Special Meeting on February 15, 1999, the holders of Common Stock of the
Company will be asked to approve an amendment to the Company's Certificate of
Incorporation for the purpose of effecting a Stock Combination pursuant to which
the Company's outstanding shares of Common Stock could be exchanged for new
shares of Common Stock, at the discretion of the Company's Board of Directors,
in an exchange ratio to be approved by the Board of Directors, ranging from one
newly issued share for each four outstanding shares to one newly issued share
for each six outstanding shares. The favorable vote of the holders of a majority
of the shares of Common Stock, represented in person or by Proxy at the meeting,
will be required for such approval. The Board of Directors believes that the
decrease in the number of outstanding shares of the Common Stock resulting from
the Stock Combination will increase the average trading price of the Common
Stock to over $1.00 per share, which would assure continued compliance with the
minimum bid price listing requirement of the Nasdaq SmallCap Stock Market. There
can be no assurance, however, that, even after effectuating the Stock
Combination, that the Company will meet and maintain the minimum bid price
listing requirement.

NOTE 8 - NET TANGIBLE ASSETS

The Company currently does not meet minimum listing requirement of the Nasdaq
SmallCap Stock market for net tangible assets. If the Company is unable to
attain compliance with this requirement, it will be delisted from the Nasdaq
SmallCap Stock Market and will be traded on the Nasdaq over-the-counter market.
The Company has a hearing scheduled with Nasdaq on February 18, 1999.

NOTE 9 - SUBSEQUENT EVENT - PURCHASE OF ASSETS

On January 29, 1999, the Company completed the acquisition of software
technology for $200,000 cash and options to purchase 100,000 shares of the
Company's common stock and executed an employment agreement with the author of
the acquired technology. This technology is synergistic to Intelli-Site's core
business as it broadens the platform capabilities of the Intelli-Site security
integration software by enhancing features and functionality. Additionally, the
Company acquired a small installed base of customers and existing equipment
agreements of this emerging complementary technology.

NOTE 10 - SUBSEQUENT EVENT - FINANCING

On January 22, 1999, the Company entered into lending agreements with a bank
primarily to replace an existing revolving lending facility and refinance
previously retired facilities. The initial funding consisted of a $150,000 term
loan payable over twenty-four months at prime interest rate plus 3%, a $300,000
inventory loan payable on demand at prime interest rate plus 3%, and a $1.8
million maximum revolving credit facility at prime interest rate plus 3%. The
maximum credit eligibility of the new financing, secured by accounts receivable,
inventory and equipment of $3 million is structured to increase to $5 million
with Company growth.


                                  Page 7 of 12
<PAGE>   8

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


GENERAL

The following information contains certain forward-looking statements. It is
important to note that ISSI's actual results could differ materially from those
projected by such forward-looking statements. Important factors that could cause
actual results to differ materially from those projected in the forward-looking
statements include, but are not limited to, the following: operations may not
improve as projected, new products may not be accepted by the marketplace as
anticipated, or new products may take longer to develop than anticipated.

RESULTS OF OPERATIONS

Quarter Ended December 31, 1998 Compared to Quarter Ended December 31, 1997.

Sales. The Company's sales increased by $.3 million (10%) to $3.0 million during
the quarter ended December 31, 1998 from $2.7 million during the 1997 period.
The majority of this increase is attributable to increased sales at the
Company's B&B Electromatic, Inc. ("B&B") and Intelli-Site, Inc. subsidiaries.

For the quarter ended December 31, 1998, approximately 79% of the Company's
revenues were generated from the sale of products manufactured by the Company
compared to 74% for the same 1997 period. The majority of the product
manufacturing percentage increase is due to increased sales at B&B but was
offset, in part, by increased sales at Intelli-Site, Inc.

Cost of Sales and Gross Margin. Gross margin as a percent of sales remained
comparable for the quarters ended December 31, 1998 and 1997.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $1.6 million during the quarter ended December 31, 1998
from $1.5 million during the 1997 period. The majority of the increase was
attributable to a 7% increase in sales and marketing expenses pertaining to the
Intelli-Site product.

Research and Product Development. Research and product development expenses
decreased by approximately $20,000 during the quarter ended December 31, 1998
compared to the 1997 period due to the completion of the development of a new
railroad barrier product at B&B.

Interest Expense. Interest expense remained comparable for the quarter ended
December 31, 1998, compared to the comparable 1997 period.

Six Months Ended December 31, 1998 Compared to Six Months Ended December 31,
1997.

Sales. The Company's sales decreased by $.2 million (3.6%) to $5.5 million
during the six months ended December 31, 1998 from $5.7 million during the 1997
period. The Company's installation division of the Security Systems Group
("SSG") experienced a $424,000 decline in sales compared to the prior year
period due to installation timing issues on several projects. The majority of
this decline was offset by increased sales at the B&B and Intelli-Site
subsidiaries.


                                  Page 8 of 12
<PAGE>   9

For the six months ended December 31, 1998, approximately 77% of the Company's
revenues were generated from the sale of products manufactured by the Company
compared to 73% for the same 1997 period.

Cost of Sales and Gross Margin. Gross margin as a percent of sales remained
comparable for the six months ended December 31, 1998 and 1997.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $3.2 million during the six months ended December 31, 1998
from $2.9 million during the comparable 1997 period. Most of the increase was
attributable to a 10% increase in sales and marketing expenses at the
Intelli-Site subsidiary, the addition and relocation of newly hired staff, and
the realignment of the reporting structure of SSG during the 1999 period.

Research and Product Development. Research and product development expenses
decreased by approximately $30,000 during the six months ended December 31, 1998
compared to the comparable 1997 period due to the completion of the development
of a new railroad barrier product at B&B.

Interest Expense. Interest expense remained comparable for the six months ended
December 31, 1998 and 1997 due to the net effect of retiring one revolving
credit facility and the increased utilization of another.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash position decreased by $230,620 during the first six months of
fiscal 1999 using $408,405 for property and equipment net of $1,729,975 in
property and equipment sales and provided $266,095 for operations. During the
1997 period, the Company used $848,741 for property and equipment and $418,235
for operations. During the first six months of fiscal 1999, the Company financed
its operations from cash flow from long-term and short-term borrowings of
$1,600,330, made payments of $2,726,497 on debt and other liabilities and issued
$700,000 in notes receivable. Payments on debt and other liabilities consisted
primarily of retiring a credit facility of $300,000, retiring a revolving credit
facility of $1,568,688. Borrowings consisted primarily of a new factoring
facility utilized of $733,966 and additional short-term financing of $600,000.

Effective October 1, 1998, the Company disposed of the MPA portion ("MPA") of
its subsidiary, Golston Company, Inc. ("Golston"). MPA manufactures and markets
modular buildings for financial institutions for use during new branch
construction or existing facility remodeling. The asset sale involved the
disposition of $1.7 million of fixed assets as well as approximately $200,000 of
prepaid contracts and deposits. The Company sold MPA for $2.8 million consisting
of $700,000 notes receivable and the remainder in cash. In conjunction with this
transaction, the Company also retired debt of approximately $1.7 million. The
Company recognized $248,143 as a gain on this sale offset by a discount on the
notes receivable of $140,000. MPA was sold to MPA Systems, Inc., a corporation
partially owned by James W. Casey, a former employee and former director of the
Company.

The Company has experienced a significant increase in orders received. The
Company's backlog, calculated as the aggregate sales prices of firm orders
received from customers less revenue recognized, was approximately $5.44 million
at January 31, 1999. The Company expects that the majority of this backlog will
be filled during fiscal 1999 and the first half of fiscal 2000.

On January 22, 1999, the Company entered into lending agreements with a bank
primarily to replace an existing revolving lending facility and refinance
previously retired facilities. The initial funding consisted of a $150,000 term
loan payable over twenty-four months at prime interest rate plus 3%, a $300,000
inventory loan payable on demand at prime interest rate plus 3% and a $1.8
million maximum revolving credit facility at prime interest rate plus 3%. The
maximum credit eligibility of the new financing, secured by accounts receivable,
inventory and equipment of $3 million is structured to increase to $5 million
with Company growth.


                                  Page 9 of 12
<PAGE>   10

Historically, the Company's manufacturing subsidiaries have generated positive
cash flow from operations. This positive cash flow, in conjunction with the
existing financing facilities or any future financing facilities, should
position the Company to cover its working capital needs for all subsidiaries
except Intelli-Site. Development of distribution channels for Intelli-Site will
continue, with a significant portion of future investments being utilized to
launch Intelli-Site through direct sales, equipment manufacturers, and national
security networks. To finance these activities, the Company anticipates that it
will need to raise additional funds in the upcoming fiscal year through one of
more of the following: consolidating debt, additional equity, and sales of
assets. The Company has engaged an investment banker to assist with this process
and is currently evaluating several options.

POTENTIAL STOCK COMBINATION

At a Special Meeting on February 15, 1999, the holders of Common Stock of the
Company will be asked to approve an amendment to the Company's Certificate of
Incorporation for the purpose of effecting a Stock Combination pursuant to which
the Company's outstanding shares of Common Stock could be exchanged for new
shares of Common Stock, at the discretion of the Company's Board of Directors,
in an exchange ratio to be approved by the Board of Directors, ranging from one
newly issued share for each four outstanding shares to one newly issued share
for each six outstanding shares. The favorable vote of the holders of a majority
of the shares of Common Stock, represented in person or by Proxy at the meeting,
will be required for such approval. The Board of Directors believes that the
decrease in the number of outstanding shares of the Common Stock resulting from
the Stock Combination will increase the average trading price of the Common
Stock to over $1.00 per share, which would assure continued compliance with the
minimum bid price listing requirement of the Nasdaq SmallCap Stock Market. There
can be no assurance, however, that, even after effectuating the Stock
Combination, that the Company will meet and maintain the minimum bid price.

NET TANGIBLE ASSETS

The Company is currently under the minimum listing requirement of the Nasdaq
SmallCap Stock market for net tangible assets. If the Company is unable to
attain compliance with this requirement, it will be delisted from the Nasdaq
SmallCap Stock Market and will be traded on the Nasdaq over-the-counter market.
The Company has a hearing scheduled with Nasdaq on February 18, 1999.

YEAR 2000 ISSUE

The Year 2000 issue concerns the ability of computer software programs,
including the logic contained within embedded chips, to correctly identify and
process date-sensitive calculations across and beyond the Year 2000 dateline.
The Company believes the products and systems it manufactures to be unaffected
by the Year 2000 issue. The Company currently utilizes third-party equipment and
software that may be affected by the Year 2000 issue and continues to assess and
address its critical business information and production systems regarding the
Year 2000 issue for both Information Technology ("IT") and non-IT systems. The
Company has implemented a reporting structure to identify and periodically
monitor its completed and in-progress activities on Year 2000 issues to
corporate management. Although the Company does not expect Year 2000 issues to
have a material impact on its financial results or operations, there can be no
assurance that there will be no disruptions or that the Company will not incur
significant costs to avoid such disruptions.


                                  Page 10 of 12
<PAGE>   11

                           PART II. OTHER INFORMATION

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

(a)     Exhibits

        10.72  Loan agreement between the Company and The Frost National Bank
               dated January 22, 1999.

        27     Financial Data Schedule.

(b)     Reports filed on Form 8-K.

        Form 8-K, filed October 16, 1998, announcing the disposition of the MPA
        portion of its Golston subsidiary, and the extension of the expiration
        date of its currently outstanding Common Stock Purchase Warrants.

        Form 8-K/A, filed October 23, 1998, announcing the disposition of the
        MPA portion of its Golston subsidiary, and the extension of the
        expiration date of its currently outstanding Common Stock Purchase
        Warrants.


                                 Page 11 of 12
<PAGE>   12

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        Integrated Security Systems, Inc.
                                   -------------------------------------------
                                                 (Registrant)



Date:   February 15, 1999                   /s/ GERALD K. BECKMANN
      ---------------------        -------------------------------------------
                                                Gerald K. Beckmann
                                         Director, Chairman of the Board,
                                       President and Chief Executive Officer


                                 Page 12 of 12
<PAGE>   13
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number               Description
-------              -----------
<S>         <C>
10.72       Form of Loan agreement between the Company and The Frost National 
            Bank dated January 22, 1999.

27          Financial Data Schedule.
</TABLE>