UNITED STATES
		      SECURITIES AND EXCHANGE COMMISSION
			     WASHINGTON DC 20549

				FORM 10-QSB

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

 For the Quarter Ending September 30,1999  Commission File Number 21-16563-B

                              REII INCORPORATED
                       (Formerly Bap Acquisition Corp.)
	     -----------------------------------------------------
	    ( Exact Name of Registrant as Specified in its Charter)

           DELAWARE                                       51-0373876
    -----------------------------                     ---------------------
   (State or other Jurisdiction of                    (IRS Employee Number)
   (Incorporation Or Organization)

	      1051 FIFTH AVENUE NORTH, NAPLES, FLORIDA        34102
	     ------------------------------------------    ----------
	       (Address of Principal Executive Offices)    (Zip Code)

			      (941) 261-3396
		      ------------------------------
		      (Regiatrant's Telephone Number
			    Including Area Code)


   Indicate by check mark whether the registrant (1) has filed all reports
   required to be filed by Sections 13 or 15(d) of the Securities Exchange
   Act of 1934 during the preceeding 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 September 30, 1999  4,655,310 shares of common stock, $.001 par were
   outstanding.

<PAGE>
<TABLE>
			PART 1. FINANCIAL INFORMATION.

                           REII INCORPORATED
                    (FORMERLY BAP ACQUISITION CORP.)
                            AND SUBSIDIARY
                       (A DELAWARE CORPORATION)
                            NAPLES, FLORIDA
                           FINANCIAL REPORTS
                                  AT
                      SEPTEMBER 30, 1999 AND 1998

                          REII INCORPORATED
                    (FORMERLY BAP ACQUISITION CORP.)
                            AND SUBSIDIARY
                       (A DELAWARE CORPORATION)
                            NAPLES, FLORIDA


                           TABLE OF CONTENTS
<S>                                                                  <C>
 Consolidated Balance Sheets at September 30, 1999 (Unaudited)
 and December 31, 1998                                                2
 Consolidated Statements of Operations for the Three Months Ended
 September 30, 1999 and 1998 (Unaudited) and for the Nine Months
 Ended September 30, 1999 and 1998(unaudited)                         3
 Consolidated Statements of Cash Flows for the Nine Months Ended
 September 30, 1999 and 1998 (Unaudited)                              5
 Notes to the Consolidated Financial Statements (Unaudited)           6

                               PART 11
Item 1 Legal Proceedings                                             11

Item 2 Change In Securities                                          11

Item 3 Defaults upon Senior Securities                               11

Item 4 Submission of Matters to a vote of Security Holders           11

Item 5 Other Matters                                                 12

Item 6 Exhibits and reports on form 8-k                              12

Item 7 Signatures                                                    12

<PAGE>
                          REII INCORPORATED
                    (FORMERLY BAP ACQUISITON CORP.)
                            AND SUBSIDIARY
                       (A Delaware Corporation)
                            Naples, Florida

</TABLE>
<TABLE>
                     CONSOLIDATED BALANCE SHEETS AT
           SEPTEMBER 30, 1999 (UNAUDITED) AND DECEMBER 31, 1998
<CAPTION>
ASSETS
                                            September 30,     December 31,
                                               1999              1998
                                            _____________    ___________
<S>                                              <C>             <C>
Assets
        Revenue Producing Assets -
          Net of Accumulated Depreciation    $ 755,754        $ 772,933
        Land Held for Investment                24,000           24,000
        Cash and Cash Equivalents               21,541            4,993
        Other Current Assets                     2,520            5,353
        Tenant Escrow Account                   42,307           32,033
        Office Property and Equipment -
          Net of Accumulated Depreciation        7,905            7,715
        Organization Costs -
         Net of Accumulated Amortization         4,467           17,867
                                               _________        _________

             Total Assets                    $ 858,494        $ 864,894
                                               _________        _________

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
        Mortgages Payable - Bank             $ 526,986        $ 495,528
        Mortgages Payable - Stockholder        183,682          184,900
        Accounts Payable and Accrued Expenses    1,898            5,712
        Tenant Escrow Liability                 42,307           32,033
        Due to Stockholder                      25,036           31,749
                                              _________        _________

             Total Liabilities               $ 779,909        $ 749,922
                                              _________        _________
Stockholders' Equity
  Common Stock:  $.001 Par;
  20,000,000 Shares Authorized, 4,655,310
  Shares Issued and Outstanding              $   4,655        $   4,655
        Additional Paid In Capital             336,381          336,381
        Deficit                               (262,451)        (226,064)
                                              _________        _________

             Total Stockholders' Equity      $   78,585       $ 114,972
                                              _________        _________
Total Liabilities and Stockholders' Equity   $  858,494        $ 864,894
                                              _________        __________
                                   -2-
<PAGE>

</TABLE>
<TABLE>
                             REII INCORPORATED
                       (FORMERLY BAP ACQUISITION CORP.)
                                AND SUBSIDIARY
                           (A Delaware Corporation)
                                Naples, Florida

        CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
        THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED) AND
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)                                           (UNAUDITED)
<CAPTION>
                                  Three Months            Nine Months
                                 Ended September 30     Ended September 30
                                   1999      1998         1999     1998
                                  ________   ________  _________  ________
<S>                                 <C>        <C>         <C>      <C>
Revenues
        Management Services     $  5,913     $  5,763   $  18,698  $ 17,315
        Rental Income             28,461       12,129      87,806    39,106
        Commissions                  806        7,590       5,006     7,590
        Interest and Other           ---           55         135       127
                                  ________   ________   _________  ________

             Total Revenues     $ 35,180     $ 25,537   $ 111,645  $ 64,138
                                  _________   ________   _________  ________
  Direct Expenses
  Advertising                   $    790     $     75   $   1,033  $  1,167
  Commissions and Management Fees  1,052          309       2,949       886
  Depreciation                     1,969        2,357      19,821     6,551
  Insurance                        2,421        1,431       7,265     3,750
  Interest                        12,741        3,594      33,575    10,832
  Real Estate Taxes                4,815        2,296      14,445     6,899
  Repairs and Maintenance          3,795        2,538      12,323    10,271
  Utilities                          863        1,457       2,700     3,036
                                  ________    ________   _________ ________

         Total Direct Expenses  $ 28,446     $ 14,057    $ 94,111  $ 43,392
                                  ________    ________   _________ ________

General and Administrative Expenses
  Contributions                 $    110      $    50    $    230  $    225
  Depreciation and Amortization    5,010        2,725      14,853     8,175
  Licenses, Dues and Fees            330         (605)     12,034     1,505
  Office Occupancy Expenses        2,434        2,190       7,489     7,048
  Office Expense                   2,998        2,851       8,263     8,304
  Professional Fees                1,625           99      11,052       989
                                  ________     ________   _________ ________
Total General and
  Administrative Expenses        $ 12,507     $ 7,310    $ 53,921  $ 26,246
                                  ________     ________   _________ ________
        Total Expenses           $ 40,953     $ 21,367   $ 148,032 $ 69,638
                                  ________     ________   _________ ________
Income (Loss) Before Benefit/
(Provision) for Taxes            $ (5,773)    $  4,170   $ (36,387) $ (5,500)
Provision for Taxes                   ---          ---          ---      ---
                                  ________     ________    _________ ________
Net Income (Loss) for the Period $ (5,773)     $ 4,170   $ (36,387) $ (5,500)
                                  ________     ________    _________ ________
                                               -3-
<PAGE>

</TABLE>
<TABLE>
<CAPTION>
                                     Three Months           Nine Months
                                    Ended September 30   Ended September 30
                                     1999        1998      1999       1998
                                  _________   _________  _________  _________
<S>                                 <C>           <C>        <C>       <C>
Loss per Common Share:           $ (.001)       $ .001   $ (.008)   $ (.001)
                                  _________   _________  _________  _________
Weighted Average Number of Common
  Shares Outstanding            4,655,310     4,655,310  4,655,310  4,655,310
                                 _________    _________  _________  _________
                                           -4-
 <PAGE>

</TABLE>
<TABLE>
                                 REII INCORPORATED
                          (FORMERLY BAP ACQUISITION CORP.)
                                   AND SUBSIDIARY
                             (A Delaware Corporation)
                                   Naples, Florida

        CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
        NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
<CAPTION>
                                                1999            1998
                                              ________        ________
<S>                                             <C>              <C>
Cash Flows from Operating Activities
        Net Loss                             $(36,387)        $ (5,500)
        Adjustments to Reconcile
        Net Loss to Net Cash Flows
        from Operating Activities:
        Amortization                           13,400             6,992
        Depreciation                           21,274             7,734
        Changes in Assets and Liabilities:
        Rents Receivable                          ---              (209)
        Other Current Assets                    2,833            (1,698)
        Accounts Payable and Accrued Expenses  (3,814)           (6,811)
                                               ________         ________

Net Cash Flows from Operating Activities     $ (2,694)         $     508
                                                ________        ________

Cash Flows from Investing Activities
Acquisition of Office Furniture and Equipment $(1,643)         $  (2,431)
Improvements to Income Producing Properties    (2,642)            (7,084)
                                               ________         ________
Net Cash Flows from  Investing Activities    $ (4,285)         $  (9,515)
                                               ________         ________

Cash Flows from Financing Activities
        Mortgage Refinancing                  $ 37,312         $     ---
        Repayment of Mortgages                  (7,072)           (3,486)
        Change in Due to Stockholder            (6,713)           11,944
                                               ________         ________
Net Cash Flows from Financing Activities      $ 23,527         $   8,458
                                               ________         ________

Net Increase (Decrease) in Cash
  and Cash Equivalents                        $ 16,548         $   (549)

Cash and Cash Equivalents -
  Beginning of Period                            4,993           13,486
                                                ________        ________
Cash and Cash Equivalents -
  End of Period                               $ 21,541          $ 12,937
                                                ________        ________
Supplementary Disclosures
        Interest Paid                         $ 33,575          $ 10,832
        Income Taxes Paid                          ---               ---
                                    -5-

<PAGE>
                            REII INCORPORATED
                      (FORMERLY BAP ACQUISITION CORP.)
                              AND SUBSIDIARY
                         (A DELAWARE CORPORATION)
                              Naples, Florida

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A -        Basis of Presentation
          The condensed consolidated financial statements of REII
Incorporated (formerly BAP Acquisition Corp.) and Subsidiary (the
"Corporation") included herein have been prepared by the Corporation,
without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission (the "SEC").  Certain information and footnote
disclosures normally included in financial statements prepared in
conjunction with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although
the Corporation believes that the disclosures are adequate so that the
information presented is not misleading.  These condensed financial
statements should be read in conjunction with the annual audited
financial statements and the notes thereto included in the Corporation's
Form 10KSB.

          The accompanying unaudited interim financial statements
reflect all adjustments of a normal and recurring nature which are, in
the opinion of management, necessary to present fairly the financial
position, results of operations and cash flows of the Corporation for
the interim periods presented.  The results of operations for these
periods are not necessarily comparable to, or indicative of, results of
any other interim period or for the fiscal year as a whole.  Factors
that affect the comparability of financial data from year to year and
for comparable interim periods include the acquisition of additional
income producing properties, mortgage refinancing, and increased general
and administrative costs required to meet SEC reporting obligations.
Certain financial information that is not required for interim financial
reporting purposes has been omitted.

Note B -        Principles of Consolidation
          The consolidated financial statements include the accounts of
the Corporation and its subsidiary, Ricketts Enterprises International,
Inc.  All significant intercompany balances and transactions have been
eliminated in consolidation.

Note C -        Year 2000
          REII recently upgraded its computer system to be year 2000
compliant.  The Corporation has not been informed of any material risks
associated with its vendors regarding year 2000 compliance, however,
there is no guarantee that such risks do not exist and will not have an
adverse effect on operations. Management is continuing to assess any
impact that the transition to the year 2000 will have on operations.
Due to the nature of the Corporation's business, it is not anticipated
that any impact would be material, however the cost of a potential
impact is not determinable.
                                  -6-
<PAGE>
Note D -        Other Matters
          Effective April 15, 1998, the Corporation, formerly known as
BAP Acquisition Corp., changed its name to REII Incorporated.

          The Corporation entered into an agreement represented by a
Letter of Intent dated January 15, 1996 to acquire and operate
residential rental properties and one commercial office property owned
by Garfield Ricketts, a 60% shareholder.  The properties are valued at
approximately $2 million, which was determined based on the properties'
market value according to Multiple Listing Service's market analysis
which tracks sales prices of comparable properties within the area.  The
acquisition will be completed when permanent financing can be arranged.

          Certain amounts in the prior year financial statements have
been reclassified to conform with the current year presentation.
REII Incorporated (Formerly BAP Acquisition Corp.) and Subsidiary

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

Revenue Sources

        The company generates revenue primarily from the rental of
residential property, representing approximately 80% of total revenues,
and real estate management services, representing approximately 20% of
total revenues.  The Company plans to increase revenues by acquiring
existing and/or developing new residential properties and commercial
real estate.

Financial Condition and Liquidity

        The Company's long-term debt to capital (long-term debt and
stockholders' equity) ratio at September 30, 1999 and December 31, 1998
was 90.0% and 85.5%, respectively.

        The Company's source of working capital is from rental operating
activities and prior capital contributions from stockholders.  The
Company has not borrowed any moneys from financial institutions for
working capital needs.  All debts of the Company are from first
mortgages on income producing properties.

        Net cash provided by operating activities for the nine month
periods ended September 30, 1999 and 1998 was negative $2,694 and
positive $508, respectively.  The negative cash flow in 1999 was
primarily due to payment of current liabilities.

        The Company recently upgraded its computer systems to be year
2000 compliant.  The Company has not been informed of any material risks
associated with its vendors regarding year 2000 compliance, however,
there is no guarantee that such risks do not exist and will not have an
adverse effect on operations.  Management is continuing to assess any
impact that the transition to the year 2000 will have on operations.
Due to the nature of the Company's business, it is not anticipated that
any impact would be material, however the cost of a potential impact is
not determinable.
                                -7-
<PAGE>
        Management of the Company believes that there are no
commitments, uncertainties, or contingent liabilities that will have a
materially adverse effect on the consolidated financial position or
future results of operations of the Company.
Capital Expenditures and Financing Requirements

        The Company purchased five (5) residential rental properties
from Garfield Ricketts, a 60% shareholder, for $544,000 on December 18,
1998.  The purchase price was based on the total of the properties'
market values established by an independent appraiser.  The acquisition
was financed with bank mortgages in the amount of $359,100 and mortgages
to Garfield Ricketts in the amount of $184,900.

        Capital expenditures for improvements to income producing
properties during the nine month periods ended September 30, 1999 and
1998 totaled $2,642 and $7,084, respectively.  Capital expenditures for
purchases of office equipment and furniture during the nine month
periods ended September 30, 1999 and 1998 totaled $1,643 and $2,431,
respectively.  Net cash flows from financing activities for the nine
month period ended September 30, 1999 was $23,527, which included net
proceeds of $37,312 from refinancing two existing mortgages on income
producing rental properties.  There were no real property acquisitions
during the nine month periods.

        The Company has an agreement represented by a Letter of Intent
to purchase 20 residential rental properties and one commercial office
property from Garfield Ricketts, a majority stockholder.  Purchase price
upon acquisition will be the properties' market value, based on
independent appraisals.  Market value of the 21 properties is currently
approximately $2 million, based on Multiple Listing Service's market
analysis, which tracks sales prices of comparable properties within the
area.  Terms of the agreement require the Company to assume, refinance,
or pay off the balance due on the first mortgages on the properties of
approximately $1,302,000 as of December 31, 1998, and pay the balance of
the market value to Garfield Ricketts in cash or other form of payment
acceptable to him.  All properties to be acquired will be subject to an
updated independent property appraisal.

        The Company will require funds to acquire additional income
producing properties and/or real estate related entities.  The Company
will seek to borrow funds from financial institutions and raise money
through the offering of its common stock. Management believes that the
Company can continue to operate and meet its obligations via working
capital from operating and financing activities.  Management is of the
opinion that inflation has not and will not have a material effect on
the operations of the Company.
Results of Operations
                                -8-
<PAGE>

</TABLE>
<TABLE>
        The following table sets forth for the periods indicated, the
percentages which selected items in the Company's Statements of
Operations bear to total revenues:
<CAPTION>
                                  Three Month Period      Nine Month Period
                                  Ended September 30     Ended September 30
                                      1999      1998      1999       1998
                                    ________  ________  ________   ________
<S>                                    <C>       <C>       <C>        <C>
Revenues
        Rental Income                 80.9%     47.5%     78.6%      61.0%
        Management Services           16.8%     22.6%     16.8%      27.0%
        Commissions                   02.3%     29.7%     04.5%      11.8%
        Interest and Other            00.0%     00.2%     00.1%      00.2%
                                     ________  ________  ________   ________

             Total Revenues          100.0%    100.0%    100.0%     100.0%
                                     ________  ________  ________   ________
Expenses
Direct Expenses:
        Depreciation                  05.6%     09.2%     17.8%      10.2%
        Interest                      36.2%     14.1%     30.1%      16.9%
        Real Estate Taxes             13.7%     09.0%     12.9%      10.8%
        Repairs and Maintenance       10.8%     09.9%     11.0%      16.0%
        Utilities                     02.5%     05.7%     02.4%      04.7%
        Insurance                     06.9%     05.6%     06.5%      05.9%
        Other Direct Expenses         05.2%     01.5%     03.6%      03.2%
                                    ________  ________  ________   ________

     Total Direct Expenses            80.9%     55.0%     84.3%      67.7%
                                     ________ ________  ________   ________

General and Administrative Expenses:
        Office Occupancy Expense      06.9%     08.6%     06.7%      11.0%
        Office Expense                03.6%     03.4%     02.2%      03.9%
        Professional Fees             04.6%     00.4%     09.9%      01.5%
        License, Dues, and Fees       00.9%    (02.4)%    10.8%      02.3%
        Depreciation and Amortization 14.3%     10.7%     13.3%      12.7%
        Other Administrative Expenses 05.2%     08.0%     05.4%      09.5%
                                     ________ ________   ________   ________
        Total General and
        Administrative Expenses       35.5%     28.7%     48.3%      40.9%
                                     ________ ________   ________   ________

             Total Expenses          116.4%     83.7%    132.6%     108.6%
                                     ________ ________   ________   ________

Income (Loss) Before Benefit/(Provision)
  for Taxes                         (16.4)%     16.3%   (32.6)%     (08.6)%

Provision for Taxes                  0.00%      00.0%     00.0%       00.0%
                                     ________  ________  ________    ________

Net Loss                            (16.4)%     16.3%   (32.6)%     (08.6)%
                                     ________  ________  ________    ________
                                                 -9-
<PAGE>
Nine Months Ended September 30, 1999 Compared With Nine Months Ended
September 30, 1998

Net Income (Loss)
        The Company reported a net loss of $36,387 for the nine months
ended September 30, 1999, compared to a net loss of $5,500 for the nine
months ended September 30, 1998.  The losses were primarily due to
depreciation, refinancing fees, legal fees paid to register with the
National Association of Securities Dealers, and write off of
organization costs in accordance with the American Institute of
Certified Public Accountants' Statement of Position 98-5 on reporting
the costs of start-up activities.

Revenues
        Total revenues for the nine months ended September 30, 1999
increased by $47,507 (74.1%) to $111,645 from $64,138 for the nine
months ended September 30, 1998.  The increase was due primarily to
rental income received from the addition of five (5) new rental
properties, which were purchased in December 1998.

Direct Expenses
        Direct expenses for the nine months ended September 30, 1999
increased by $50,719 (116.9%) to $94,111 (84.3% of total revenues) from
$43,392 (67.7% of total revenues) for the nine months ended September
30, 1998.  The increase was due primarily to the addition of five (5)
new rental properties, which were purchased in December 1998.

General and Administrative Expenses
        General and administrative expenses for the nine months ended
September 30, 1999 increased by $27,675 (105.4%) to $53,921 (48.3% of
total revenues) from $26,246 (40.9% of total revenues) for the nine
months ended September 30, 1998.  The increase was due primarily to fees
paid to refinance two mortgages in 1999, legal fees paid to register
with the National Association of Securities Dealers, and write off of
organization costs in accordance with the American Institute of
Certified Public Accountants' Statement of Position 98-5 on reporting
the costs of start-up activities.

Income Taxes
        There were no provisions for income tax for the nine month
periods ended September 30, 1999 and 1998 because the Company was
operating at a loss.
Three Months Ended September 30, 1999 Compared With Three Months Ended
September 30, 1998

Net Income (Loss)
        The Company reported a net loss of $5,773 for the three months
ended September 30, 1999, compared to net income of $4,170 for the three
months ended September 30, 1998.  The loss in 1999 was primarily due to
depreciation, refinancing fees, legal fees paid to register with the
National Association of Securities Dealers, and write-off organization
costs in accordance with the American Institute of Certified Public
Accountants' Statement of Position 98-5 on reporting the costs of
start-up activities.
                                 -10-
<PAGE>
Revenues
        Total revenues for the three months ended September 30, 1999
increased by $9,643 (37.8%) to $35,180 from $25,537 for the three months
ended September 30, 1998.  The increase was due primarily to rental
income received from the addition of five (5) new rental properties,
which were purchased in December 1998.

Direct Expense
        Direct expenses for the three months ended September 30, 1999
increased by $14,389 (102.4%) to $28,446 (80.9% of total revenues) from
$14,057 (55.0% of total revenues) for the three months ended September
30, 1998.  The increase was due primarily to the addition of five (5)
new rental properties, which were purchased in December 1998.

General and Administrative Expenses
        General and administrative expenses for the three months ended
September 30, 1999 increased by $5,197 (71.1%) to $12,507 (35.5% of
total revenues) from $7,310 (28.7% of total revenues) for the three
months ended September 30, 1998.  The increase was due primarily to fees
paid to refinance two mortgages in 1999, legal fees paid to register
with the National Association of Securities Dealers, and write off of
organization costs in accordance with the American Institute of
Certified Public Accountants' Statement of Position 98-5 on reporting
the costs of start-up activities.

Income Taxes
        There were no provisions for income tax for the three month
periods ended September 30, 1999 and 1998 because the Company was
operating at a loss.

                                 PART 11
 ITEM 1
       Legal Proceedings
The Company is not presently a party to any litigation of any kind or
nature whatsoever, nor to the company's best knowledge and belief is any
litigation threatened or contemplated.

ITEM 2
        Change in Securities.
There has not been any material changes of the rights of holders of
registered securities, and working capital restrictions and other
limitations on the payment of dividends.

ITEM 3
        Defaults Upon Senior Securities.
There has not been any defaults on any senior Securities.

ITEM 4
        Submission of Matters to a vote of Security Holders.
 On December 30th, 1998 the annual meeting of the Company was held at the
 Company's principal office, at 1051-5th Avenue North in Naples Florida.
 Of the 4,655,310 shares outstanding, 3,664,932 were represented in person
 and by proxy. The sole purpose of the meeting was to re-elect the Officers
 and Directors.
 The following officers and Directors were unanimously elected.
        Garfield Ricketts     Director/ Chairman/CEO
        Una M. Ricketts       Director/Secretary/Treasurer
        Karen Ricketts        Director
                                  -11-
<PAGE>
  There were no setlements or matters or solicitations under Rule 14a-11

  ITEM 5
         Other Matters

         None
  ITEM 6
        Exhibits and reports on Form 8-K

         NONE

                              SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunder duly authorized

Dated October 26, 1999
REII INCORPORATED
(Formerly BAP Acquisition Corp.)

by /s/ Garfield Ricketts              by /s/ Una M. Ricketts
-------------------------            ------------------------
Garfield Ricketts-President          Una M. Ricketts-Secretary/Treasurer
                                 -12-

</TABLE>