UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549


                                    FORM 10-Q


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


                For the quarterly period ended September 30, 2001



                          Commission File No. 2-81398B


                           PARKER & PARSLEY 83-B, LTD.
                          -----------------------------
             (Exact name of Registrant as specified in its charter)

                      Texas                                   75-1907245
    --------------------------------------------         ---------------------
          (State or other jurisdiction of                   (I.R.S. Employer
           incorporation or organization)                Identification Number)


5205 N. O'Connor Blvd., Suite 1400, Irving, Texas                75039
-------------------------------------------------            -------------
    (Address of principal executive offices)                   (Zip code)

       Registrant's Telephone Number, including area code : (972) 444-9001


          Not applicable (Former name, former address and former fiscal
                       year, if changed since last report)

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

                                Yes / x / No / /





<PAGE>



                           PARKER & PARSLEY 83-B, LTD.

                                TABLE OF CONTENTS


                                                                        Page
                          Part I. Financial Information

Item 1.     Financial Statements

            Balance Sheets as of September 30, 2001 and
               December 31, 2000......................................    3

            Statements of Operations for the three and nine
              months ended September 30, 2001 and 2000................    4

            Statement of Partners' Capital for the nine months
              ended September 30, 2001................................    5

            Statements of Cash Flows for the nine months ended
              September 30, 2001 and 2000.............................    6

            Notes to Financial Statements.............................    7

Item 2.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations.....................    8


                           Part II. Other Information

Item 6.     Exhibits and Reports on Form 8-K..........................   12

            Signatures................................................   13



                                        2

<PAGE>



                           PARKER & PARSLEY 83-B, LTD.
                          (A Texas Limited Partnership)

                          Part I. Financial Information

Item 1.     Financial Statements

                                 BALANCE SHEETS
<TABLE>

                                                  September 30,   December 31,
                                                      2001            2000
                                                  ------------    ------------
                                                   (Unaudited)
                 ASSETS

<S>                                               <C>             <C>
Current assets:
   Cash                                           $    397,455    $    224,865
   Accounts receivable - oil and gas sales             205,714         369,349
                                                   -----------     -----------
         Total current assets                          603,169         594,214
                                                   -----------     -----------
Oil and gas properties - at cost, based on the
   successful efforts accounting method             18,508,128      18,957,070
Accumulated depletion                              (16,943,709)    (17,248,214)
                                                   -----------     -----------
         Net oil and gas properties                  1,564,419       1,708,856
                                                   -----------     -----------
                                                  $  2,167,588    $  2,303,070
                                                   ===========     ===========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
   Accounts payable - affiliate                   $     73,898    $     39,862

Partners' capital:
   General partners                                    296,159         316,574
   Limited partners (23,370 interests)               1,797,531       1,946,634
                                                   -----------     -----------
                                                     2,093,690       2,263,208
                                                   -----------     -----------
                                                  $  2,167,588    $  2,303,070
                                                   ===========     ===========

</TABLE>


The financial information included as of September 30, 2001 has been prepared by
  the managing general partner without audit by independent public accountants.

   The accompanying notes are an integral part of these financial statements.

                                        3

<PAGE>



                           PARKER & PARSLEY 83-B, LTD.
                          (A Texas Limited Partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>

                                            Three months ended        Nine months ended
                                               September 30,             September 30,
                                         ----------------------    ------------------------
                                            2001         2000         2001          2000
                                         ---------    ---------    ----------    ----------
<S>                                      <C>          <C>          <C>           <C>
Revenues:
  Oil and gas                            $ 445,417    $ 620,233    $1,531,987    $1,716,120
  Interest                                   3,049        6,307        10,989        15,396
  Gain on disposition of assets             28,178          -          39,101         5,351
                                          --------     --------     ---------     ---------
                                           476,644      626,540     1,582,077     1,736,867
                                          --------     --------     ---------     ---------
Costs and expenses:
  Oil and gas production                   323,489      221,858       908,472       701,985
  General and administrative                13,667       21,699        50,094        56,487
  Impairment of oil and gas properties      74,068          -          74,068           -
  Depletion                                 33,320       26,120        85,287        78,451
  Abandoned property                        30,388          -          30,388           -
                                          --------     --------     ---------     ---------
                                           474,932      269,677     1,148,309       836,923
                                          --------     --------     ---------     ---------
Net income                               $   1,712    $ 356,863    $  433,768    $  899,944
                                          ========     ========     =========     =========
Allocation of net income (loss):
  General partners                       $  16,944    $  93,908    $  131,732    $  237,202
                                          ========     ========     =========     =========
  Limited partners                       $ (15,232)   $ 262,955    $  302,036    $  662,742
                                          ========     ========     =========     =========
Net income (loss) per limited
  partnership interest                   $    (.66)   $   11.25    $    12.92    $    28.36
                                          ========     ========     =========     =========
</TABLE>


         The financial information included herein has been prepared by
  the managing general partner without audit by independent public accountants.

   The accompanying notes are an integral part of these financial statements.

                                        4

<PAGE>



                           PARKER & PARSLEY 83-B, LTD.
                          (A Texas Limited Partnership)

                         STATEMENT OF PARTNERS' CAPITAL
                                   (Unaudited)



<TABLE>

                                          General       Limited
                                          partners      partners       Total
                                         ----------    ----------    ----------


<S>                                      <C>           <C>           <C>
Balance at January 1, 2001               $  316,574    $1,946,634    $2,263,208

    Distributions                          (152,147)     (451,139)     (603,286)

    Net income                              131,732       302,036       433,768
                                          ---------     ---------     ---------

Balance at September 30, 2001            $  296,159    $1,797,531    $2,093,690
                                          =========     =========     =========



</TABLE>


         The financial information included herein has been prepared by
  the managing general partner without audit by independent public accountants.

   The accompanying notes are an integral part of these financial statements.

                                        5

<PAGE>



                           PARKER & PARSLEY 83-B, LTD.
                          (A Texas Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>

                                                          Nine months ended
                                                             September 30,
                                                       ----------------------
                                                          2001         2000
                                                       ---------    ---------
<S>                                                    <C>          <C>
Cash flows from operating activities:
  Net income                                           $ 433,768    $ 899,944
  Adjustments to reconcile net income to net
     cash provided by operating activities:
        Impairment of oil and gas properties              74,068          -
        Depletion                                         85,287       78,451
        Gain on disposition of assets                    (39,101)      (5,351)
  Changes in assets and liabilities:
        Accounts receivable                              163,635      (49,392)
        Accounts payable                                  51,536       22,414
                                                        --------     --------
          Net cash provided by operating activities      769,193      946,066
                                                        --------     --------
Cash flows from investing activities:
  Additions to oil and gas properties                    (14,918)      (7,644)
  Proceeds from asset dispositions                        21,601        5,358
                                                        --------     --------
          Net cash provided by (used in)
            investing activities                           6,683       (2,286)
                                                        --------     --------
Cash flows used in financing activities:
  Cash distributions to partners                        (603,286)    (926,425)
                                                        --------     --------
Net increase in cash                                     172,590       17,355
Cash at beginning of period                              224,865      244,091
                                                        --------     --------
Cash at end of period                                  $ 397,455    $ 261,446
                                                        ========     ========

</TABLE>


         The financial information included herein has been prepared by
  the managing general partner without audit by independent public accountants.

   The accompanying notes are an integral part of these financial statements.

                                        6

<PAGE>



                           PARKER & PARSLEY 83-B, LTD.
                          (A Texas Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2001
                                   (Unaudited)

Note 1.     Organization and nature of organization

Parker &  Parsley  83-B,  Ltd.  (the  "Partnership")  is a  limited  partnership
organized in 1983 under the laws of the State of Texas.

The  Partnership  engages in oil and gas development and production in Texas and
is not involved in any industry segment other than oil and gas.

Note 2.     Basis of presentation

In  the  opinion  of  management,  the  unaudited  financial  statements  of the
Partnership  as of  September  30, 2001 and for the three and nine months  ended
September 30, 2001 and 2000 include all adjustments and accruals consisting only
of  normal  recurring  accrual   adjustment  which  are  necessary  for  a  fair
presentation  of the results for the interim  period.  These interim results are
not necessarily indicative of results for a full year. Certain reclassifications
may have been made to the September 30, 2000 financial  statements to conform to
the September 30, 2001 financial statement presentations.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or  omitted  in this Form 10-Q  pursuant  to the rules and
regulations of the Securities and Exchange Commission.  The financial statements
should  be read in  conjunction  with the  financial  statements  and the  notes
thereto  contained in the  Partnership's  Report on Form 10-K for the year ended
December 31, 2000, as filed with the Securities and Exchange Commission,  a copy
of which is available upon request by writing to Rich Dealy,  Vice President and
Chief Accounting  Officer,  5205 North O'Connor  Boulevard,  Suite 1400, Irving,
Texas 75039-3746.

Note 3.     Impairment of long-lived assets

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of" ("SFAS  121"),  the  Partnership  reviews its proved oil and gas
properties for impairment  whenever events and circumstances  indicate a decline
in the  recoverability  of the carrying value of the  Partnership's  oil and gas
properties.  The Partnership has estimated the expected future cash flows of its
oil and gas properties as of September 30, 2001, based on proved  reserves,  and
compared such estimated  future cash flows to the respective  carrying amount of
the oil and gas  properties to determine if the carrying  amounts were likely to
be  recoverable.  For those proved oil and gas properties for which the carrying
amount exceeded the estimated future cash flows, an impairment was determined to
exist; therefore,  the Partnership adjusted the carrying amount of those oil and
gas properties to their fair value as determined by  discounting  their expected
future cash flows at a discount rate commensurate with the risks involved in the

                                        7

<PAGE>



industry.  As  a  result,  the  Partnership  recognized  a  non-cash  impairment
provision  of $74,068  related to its proved oil and gas  properties  during the
nine months ended September 30, 2001.

Note 4.     Proposal to acquire Partnership

On October 22,  2001,  Pioneer  Natural  Resources  Company  ("Pioneer")  mailed
materials to the limited  partners of the Partnership  soliciting their approval
of an agreement and plan of merger among Pioneer, Pioneer Natural Resources USA,
Inc. ("Pioneer USA"), a wholly-owned subsidiary of Pioneer, and the Partnership.
Pioneer has valued the Partnership interest at $4,925,037 of which $3,614,524 is
attributable to the limited partners, excluding Pioneer USA in its capacity as a
general  partner or a limited  partner.  If a majority of the  limited  partners
approve the transaction,  each limited partner will receive their  proportionate
share of the value in the form of Pioneer common stock.

Item 2.     Management's Discussion and Analysis of Financial Condition
              and Results of Operations (1)

Results of Operations

Nine months ended September 30, 2001 compared with nine months ended September
  30, 2000

Revenues:

The Partnership's oil and gas revenues  decreased 11% to $1,531,987 for the nine
months ended September 30, 2001 as compared to $1,716,120 for the same period in
2000. The decrease in revenues  resulted from lower average prices  received for
oil and a decline in production,  offset by higher  average prices  received for
gas and natural gas liquids  ("NGLs").  For the nine months ended  September 30,
2001,  35,211 barrels of oil,  16,529 barrels of NGLs and 82,726 mcf of gas were
sold, or 65,528 barrel of oil  equivalents  ("BOEs").  For the nine months ended
September 30, 2000,  38,681  barrels of oil,  23,453 barrels of NGLs and 103,116
mcf of gas were sold, or 79,320 BOEs. Due to the decline  characteristics of the
Partnership's  oil and gas  properties,  management  expects a certain amount of
decline  in  production  in the  future  until  the  Partnership's  economically
recoverable reserves are fully depleted.

The average price received per barrel of oil decreased $1.59, or 6%, from $28.77
for the nine months  ended  September  30, 2000 to $27.18 for the same period in
2001. The average price received per barrel of NGLs increased  $.10, or 1%, from
$14.82  during the nine months ended  September  30, 2000 to $14.92 for the same
period in 2001.  The average  price  received per mcf of gas  increased 60% from
$2.48 for the nine months ended  September 30, 2000 to $3.97 for the same period
in 2001.  The market  price for oil and gas has been  extremely  volatile in the
past decade and management expects a certain amount of volatility to continue in
the  foreseeable  future.  The Partnership may therefore sell its future oil and
gas production at average  prices lower or higher than that received  during the
nine months ended September 30, 2001.

Gains on disposition of assets of $39,101 and $5,351 were recognized  during the
nine months ended September 30, 2001 and 2000,  respectively.  During the period
ended 2001,  salvage income of $10,923 was received from a well that was plugged
and abandoned in the  prior year and $28,178 was  recognized from salvage income

                                        8

<PAGE>



on one  plugged  and  abandoned  well in the  current  period.  A gain of $5,351
recognized  during the period ended 2000 was from  equipment  credits on a fully
depleted  well.  Abandoned  property  costs of $30,388 were incurred to plug and
abandon one well during the nine months ended September 30, 2001.

Costs and Expenses:

Total costs and  expenses  increased  to  $1,148,309  for the nine months  ended
September  30,  2001 as compared  to  $836,923  for the same period in 2000,  an
increase of $311,386,  or 37%.  This increase was due to increases in production
costs,  the impairment of oil and gas properties,  abandoned  property costs and
depletion, offset by a decline in general and administrative expenses ("G&A").

Production  costs were $908,472 for the nine months ended September 30, 2001 and
$701,985 for the same period in 2000 resulting in a $206,487  increase,  or 29%.
This  increase was primarily due to  additional  well  maintenance  and workover
costs incurred to stimulate well production and higher ad valorem taxes.

G&A's  components are independent  accounting and engineering  fees and managing
general partner personnel and operating costs. During this period, G&A decreased
11% from $56,487 for the nine months ended September 30, 2000 to $50,094 for the
same period in 2001, primarily due to a lower percentage of the managing general
partner's  G&A being  allocated  (limited  to 3% of oil and gas  revenues)  as a
result of decreased oil and gas revenues.

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of" ("SFAS  121"),  the  Partnership  reviews its proved oil and gas
properties for impairment  whenever events and circumstances  indicate a decline
in the  recoverability  of the carrying value of the  Partnership's  oil and gas
properties.  The Partnership has estimated the expected future cash flows of its
oil and gas properties as of September 30, 2001, based on proved  reserves,  and
compared such estimated  future cash flows to the respective  carrying amount of
the oil and gas  properties to determine if the carrying  amounts were likely to
be  recoverable.  For those proved oil and gas properties for which the carrying
amount exceeded the estimated future cash flows, an impairment was determined to
exist; therefore,  the Partnership adjusted the carrying amount of those oil and
gas properties to their fair value as determined by  discounting  their expected
future cash flows at a discount rate commensurate with the risks involved in the
industry.  As  a  result,  the  Partnership  recognized  a  non-cash  impairment
provision  of $74,068  related to its proved oil and gas  properties  during the
nine months ended September 30, 2001.

Depletion  was $85,287 for the nine months ended  September 30, 2001 as compared
to $78,451 for the same period in 2000,  representing an increase of $6,836,  or
9%. This increase was  attributable  to a decrease in proved reserves during the
period ended September 30, 2001 due to lower commodity prices as compared to the
same period in 2000,  offset by a decline in oil production of 3,470 barrels for
the nine months ended  September 30, 2001 as compared to the same period in 2000
and a decline in the  Partnership's  net depletable  basis from charges taken in
accordance with SFAS 121 during the fourth quarter of 2000.


                                        9

<PAGE>



Three months ended September 30, 2001 compared with three months ended September
  30, 2000

Revenues:

The Partnership's  oil and gas revenues  decreased 28% to $445,417 for the three
months ended  September  30, 2001 as compared to $620,233 for the same period in
2000. The decrease in revenues resulted from lower average prices received and a
decline in  production.  For the three months ended  September 30, 2001,  12,133
barrels of oil, 5,770 barrels of NGLs and 26,522 mcf of gas were sold, or 22,323
BOEs.  For the three months ended  September  30, 2000,  12,754  barrels of oil,
7,440  barrels of NGLs and 32,864 mcf of gas were sold,  or 25,671 BOEs.  Due to
the  decline  characteristics  of the  Partnership's  oil  and  gas  properties,
management expects a certain amount of decline in production in the future until
the Partnership's economically recoverable reserves are fully depleted.

The average  price  received per barrel of oil  decreased  $4.45,  or 14%,  from
$30.78 for the three  months  ended  September  30,  2000 to $26.33 for the same
period in 2001. The average price  received per barrel of NGLs decreased  $4.66,
or 28%, from $16.38  during the three months ended  September 30, 2000 to $11.72
for the same period in 2001. The average price received per mcf of gas decreased
32% from $3.22 for the three  months ended  September  30, 2000 to $2.20 for the
same period in 2001.

Gain on disposition of assets of $28,178 was recognized  during the three months
ended  September 30, 2001 from salvage  income  received on one well plugged and
abandoned  during the current period.  Abandoned  property costs of $30,388 were
incurred  during the three months ended  September  30, 2001 to plug and abandon
this well.

Costs and Expenses:

Total costs and  expenses  increased  to  $474,932  for the three  months  ended
September  30,  2001 as compared  to  $269,677  for the same period in 2000,  an
increase of $205,255,  or 76%.  This increase was due to increases in production
costs,  the impairment of oil and gas properties,  abandoned  property costs and
depletion, offset by a decline in G&A.

Production costs were $323,489 for the three months ended September 30, 2001 and
$221,858 for the same period in 2000 resulting in a $101,631  increase,  or 46%.
The increase was primarily due to additional well maintenance  costs incurred to
stimulate well production and higher ad valorem taxes.

During this period,  G&A  decreased  37% from $21,699 for the three months ended
September  30, 2000 to $13,667 for the same period in 2001,  primarily  due to a
lower percentage of the managing general partner's G&A being allocated  (limited
to 3% of oil and gas revenues) as a result of decreased oil and gas revenues.

The Partnership recognized a non-cash impairment provision of $74,068 related to
its proved oil and gas  properties  during the three months ended  September 30,
2001.

Depletion was $33,320 for the three months ended  September 30, 2001 as compared
to $26,120 for the same period in 2000,  representing an increase of $7,200,  or
28%.  This increase was attributable to a decrease in proved reserves during the

                                       10

<PAGE>



period  ended  September  30,  2001 as a result  of lower  commodity  prices  as
compared to the same period in 2000,  offset by a decline in oil  production  of
621 barrels for the three  months  ended  September  30, 2001 as compared to the
same period in 2000 and a reduction in the  Partnership's  net depletable  basis
from  charges  taken in  accordance  with SFAS 121 during the fourth  quarter of
2000.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities  decreased  $176,873  during the nine
months ended  September 30, 2001 from the same period ended  September 30, 2000.
This  decrease  was due to an  increase  in  production  costs  of  $206,487,  a
reduction  in oil and gas  receipts  of $188,540  and an  increase in  abandoned
property costs of $30,388,  offset by reductions in working  capital of $242,149
and G&A expenses of $6,393. The decrease in oil and gas receipts resulted from a
decline  in oil  commodity  prices  of  $61,185  during  2001 and a  decline  in
production  of  $278,525  during  2001 as  compared  to the same period in 2000,
offset by an increase in gas and NGL commodity prices of $151,170.  The increase
in  production  costs was  primarily  due to  additional  well  maintenance  and
workover  costs  incurred to  stimulate  well  production  and higher ad valorem
taxes.  The  decrease  in G&A was  primarily  due to a lower  percentage  of the
managing  general  partner's G&A being  allocated  (limited to 3% of oil and gas
revenues) as a result of decreased oil and gas revenues.

Net Cash Provided by (Used in) Investing Activities

The  Partnership's  investing  activities  during  for  the  nine  months  ended
September 30, 2001 and 2000 included  expenditures related to equipment upgrades
on active properties.

Proceeds from asset  dispositions of $21,601 and $5,358 were  recognized  during
the nine months ended  September 30, 2001 and 2000,  respectively.  The proceeds
recognized during the period in 2001 was due to $10,923 from salvage income on a
well plugged and abandoned in the prior year and $10,678 from salvage  income on
a well abandoned in the current year. The proceeds  recognized during the period
in 2000 was due to equipment credits on a fully depleted well.

Net Cash Used in Financing Activities

For the nine months ended September 30, 2001, cash distributions to the partners
were  $603,286,  of which $152,147 was  distributed to the general  partners and
$451,139 to the limited partners.  For the same period ended September 30, 2000,
cash  distributions  to the  partners  were  $926,425,  of  which  $232,937  was
distributed to the general partners and $693,488 to the limited partners.

During  2001,  the  Partnership  made  distributions  in  March  and July but no
distributions  were made by the Partnership during September pending the vote of
the proposed merger of the Partnership into Pioneer Natural  Resources USA, Inc.
("Pioneer USA"). For further information, see "Proposal to acquire partnerships"
below.

                                       11

<PAGE>



Proposal to acquire partnerships

On October 22,  2001,  Pioneer  Natural  Resources  Company  ("Pioneer")  mailed
definitive materials (the "proxy  statement/prospectus") to solicit the approval
of limited partners of 46 Parker & Parsley limited  partnerships,  including the
Partnership,  of an agreement and plan of merger among  Pioneer,  Pioneer USA, a
wholly-owned subsidiary of Pioneer, and those limited partnerships.  The special
meetings of the limited partners to consider and vote on the merger proposal are
scheduled  for  December  20,  2001.  The record  date to  identify  the limited
partners who are  entitled to notice of and to vote at the special  meetings was
September  21, 2001.  Each  partnership  that approves the agreement and plan of
merger and the other related  merger  proposals will merge with and into Pioneer
USA.  As a result,  the  partnership  interests  of those  partnerships  will be
converted into the right to receive Pioneer common stock.

The proxy  statement/prospectus  is  non-binding  and is subject to, among other
things,  consideration  of offers from third parties to purchase any partnership
or its assets and the majority approval of the limited partnership  interests in
each partnership.

A copy of the proxy  statement/prospectus  may be obtained  without  charge upon
request from Pioneer Natural Resources Company, 5205 North O'Connor Blvd., Suite
1400, Irving, Texas 75039, Attention: Investor Relations.

The limited partners are urged to read the proxy statement/prospectus of Pioneer
filed with the Securities and Exchange  Commission because it contains important
information about the proposed mergers,  including  information about the direct
and indirect  interests  of Pioneer USA and Pioneer in the mergers.  The limited
partners may also obtain the final proxy statement/prospectus and other relevant
documents  relating to the  proposed  mergers free through the internet web site
that the Securities and Exchange Commission maintains at www.sec.gov.

---------------

(1)  "Item 2.  Management's  Discussion and Analysis of Financial  Condition and
     Results of Operations"  contains  forward  looking  statements that involve
     risks and uncertainties.  Accordingly,  no assurances can be given that the
     actual  events  and  results  will  not be  materially  different  than the
     anticipated results described in the forward looking statements.


                           Part II. Other Information

Item 6.     Exhibits and Reports on Form 8-K

(a)    Exhibits

(b)    Reports on Form 8-K - none

                                       12

<PAGE>


                           PARKER & PARSLEY 83-B, LTD.
                          (A Texas Limited Partnership)



                               S I G N A T U R E S



       Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                            PARKER & PARSLEY 83-B, LTD.

                                    By:     Pioneer Natural Resources USA, Inc.,
                                             Managing General Partner




Dated:  November 8, 2001            By:     /s/ Rich Dealy
                                            ---------------------------------
                                            Rich Dealy, Vice President and
                                              Chief Accounting Officer



                                       13

<PAGE>