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

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

                                    FORM 10-Q/A

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

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended June 30, 2000

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period from ________ to _________.

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

                        Commission File Number: 000-24331

                      Raintree Resorts International, Inc.
                     CR Resorts Capital S. de R.L. de C.V. *
             (Exact name of Registrant as Specified in its Charter)

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

                Nevada                                       76-0549149
    (State or other jurisdiction                          (I.R.S. Employer
  of incorporation  or organization)                     Identification No.)


                         10000 Memorial Drive, Suite 480
                              Houston, Texas 77024
          (Address of principal executive offices, including zip code)

                                 (713) 613-2800
              (Registrant's telephone number, including area code)


     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 [ ]


     As of June 30, 2000, the Registrant had 10,766,300  shares of Common Stock
outstanding and Warrants to purchase  2,369,962  shares of Common Stock.


     *CR Resorts  Capital,  S. de R.L. de C.V., a subsidiary of Raintree Resorts
International,  Inc.,  is a  co-registrant,  formed under the laws of the United
Mexican   States   (Mexican   tax   identification    number   CRC   970811E5A).

                              --------------------
                                       1


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                               RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                                                 TABLE OF CONTENTS



                                                                                                            Page
<S>                                                                                                            <C>

PART I. FINANCIAL INFORMATION

     ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS:
         Consolidated Balance Sheets as of
              December 31, 1999 and June 30, 2000 (Unaudited) ...............................................   3
         Consolidated Statements of Operations and Comprehensive Loss
              for the Three and Six Months ended June 30, 1999 and 2000 (Unaudited) .........................   4
         Consolidated Statements of Cash Flows
              for the Three Months ended June 30, 1999 and 2000 (Unaudited)..................................   5
         Notes to Consolidated Financial Statements (Unaudited) .............................................   6

     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS...................................................  13

     ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......................................  20

PART II. OTHER INFORMATION

     ITEM 1. LEGAL PROCEEDINGS...............................................................................  21
     ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.......................................................  21
     ITEM 3. DEFAULTS UPON SENIOR SECURITIES.................................................................  21
     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............................................  21
     ITEM 5. OTHER INFORMATION ..............................................................................  21
     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................................................  21

SIGNATURES.................................................................................................... 22


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                          PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                 (in thousands except share and per share data)


                                                                                                             (Unaudited)
                                                                                       December 31,            June 30,
                                                                                           1999                  2000
                                                                                     ------------------    -----------------
<S>                                                                                         <C>                  <C>

Assets
    Cash and cash equivalents ....................................................          $   8,311            $   7,098
    Vacation Interval receivables and other trade receivables, net................             61,232               65,488
    Inventories ..................................................................                896                  725
    Refundable Mexican taxes .....................................................              4,521                2,656
    Facilities and office furniture and equipment, net ...........................              5,255                5,285
    Land held for vacation ownership development .................................             24,119               10,328
    Land held for sale ...........................................................                 --                8,000
    Equity investments............................................................              3,532                3,512
    Cost of unsold vacation ownership intervals and related club memberships......             23,605               20,714
    Retained interest in hotel cash flows ........................................              4,000                4,000
    Deferred loan costs, net .....................................................              7,342                6,633
    Exclusivity agreement and other ..............................................                 --                2,533
    Prepaid and other assets  ....................................................              3,058                4,100
                                                                                            ---------            ---------
Total assets .....................................................................          $ 145,871            $ 140,884
                                                                                            =========            =========

Liabilities and Shareholders' Investment

Liabilities
    Accounts payable and accrued liabilities  ....................................          $  14,098            $  18,099
    Notes payable  ...............................................................             44,787               45,315
    Senior Notes, due 2004, net of unamortized original issue discount of $6,574
       and $5,907 at December 31, 1999 and June 30, 2000, respectively............             93,426               94,093
    Taxes payable  ...............................................................              1,101                  404
    Unearned services fees .......................................................              2,028                4,627
                                                                                            ---------            ---------
Total liabilities  ...............................................................            155,440              162,538

Commitments and Contingencies

Redeemable Preferred Stock
    Pay-in-Kind preferred stock; Par value $.001; 5,000,000 shares authorized,
       52,250 shares issued and outstanding at June 30, 2000; aggregate
       liquidation preference of $5,460 at June 30, 2000 .........................              5,143                5,387
    Convertible preferred stock; $100 per share liquidation value; 5,775 shares
       issued and outstanding at December 31, 1999 ...............................                811                   --
                                                                                            ---------            ---------
                                                                                                5,954                5,387
Shareholders' Deficit
    Common stock; par value $.001; 45,000,000 shares authorized, 10,766,300 shares
       issued and outstanding at December 31, 1999 and June 30, 2000..............                 11                   11
    Additional paid-in capital ...................................................              2,003                1,749
    Warrants to purchase, 2,369,962 shares of common stock at December 31, 1999
       and June 30, 2000 .........................................................              9,331                9,331
    Accumulated deficit ..........................................................            (26,998)             (38,160)
    Cumulative translation adjustment ............................................                130                   28
                                                                                            ---------            ---------
Total shareholders' deficit ......................................................            (15,523)             (27,041)
                                                                                            ---------            ---------
Total liabilities and shareholders' deficit ......................................          $ 145,871            $ 140,884
                                                                                            =========            =========



   The accompanying notes are an integral part of these financial statements.
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                                       3


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              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                      (in thousands except per share data)
                                   (Unaudited)


                                                                  Six Months Ended                 Three Months Ended
                                                                      June 30,                          June 30,

                                                            -----------------------------     ------------------------------
                                                                1999            2000             1999             2000
                                                            -------------    ------------     ------------    --------------
<S>                                                           <C>            <C>                <C>             <C>

Statement of Operations
Revenues
   Vacation Interval sales ........................           $ 32,300       $  35,287          $ 15,258        $  17,277
   Rental and service fee income ..................              4,582           5,552             2,289            3,073
   Interest income on Vacation Interval receivables              3,715           4,149             1,638            1,886
   Other income ...................................              1,683           1,314               814              634
                                                              --------       ---------          --------        ---------
     Total revenues ...............................             42,280          46,302            19,999           22,870
Costs and Operating Expenses
   Cost of Vacation Interval sales.................              8,609           8,453             4,272            4,235
   Provision for doubtful accounts ................              2,518           2,951             1,341            1,531
   Advertising, sales and marketing ...............             14,906          15,747             7,381            8,143
   Maintenance and energy .........................              4,931           5,938             2,824            3,114
   General and administrative .....................              5,349           5,583             2,569            2,902
   Depreciation ...................................                467             710               243              367
   Amortization of goodwill .......................              1,264             150               168              150
   Provision for loss on sale of land held for sale                 --           6,200                --            6,200
                                                              --------       ---------          --------        ---------
     Total costs and operating expenses ...........             38,044          45,732            18,798           26,642
                                                              --------       ---------          --------        ---------
Operating income (loss)............................              4,236             570             1,201           (3,772)
   Interest expense, net ..........................              8,723          10,652             4,347            5,295
   Equity in (gains)/losses on equity investments..                192              47                96              (29)
   Foreign currency exchange losses, net...........                198             996               727            1,774
                                                              --------       ---------          --------        ---------
Net loss before taxes .............................             (4,877)        (11,125)           (3,969)         (10,812)
   Foreign income and asset taxes..................                726              37               470               (3)
                                                              --------       ---------          --------        ---------
Net loss before preferred dividends................             (5,603)        (11,162)           (4,439)         (10,809)
   Preferred stock dividends ......................                401             254               194              134
                                                              --------       ---------          --------        ---------
Net loss available to common shareholders .........           $ (6,004)      $ (11,416)         $ (4,633)       $ (10,943)
                                                              ========       =========          ========        =========

Net loss per share
    (Basic and Diluted)............................           $  (0.48)      $   (0.91)         $  (0.37)       $   (0.87)

Weighted average number of common shares
    (Basic and Diluted)............................             12,636          12,636            12,636           12,636

Comprehensive Loss
Net loss before preferred stock dividends .........           $ (5,603)      $ (11,162)         $ (4,439)       $ (10,809)
Other comprehensive income:
   Foreign currency translation adjustment ........                185            (102)              120              (85)
                                                              --------       ---------          --------        ---------
Comprehensive loss ................................           $ (5,418)      $ (11,264)         $ (4,319)       $ (10,894)
                                                              ========       =========          ========        =========


   The accompanying notes are an integral part of these financial statements.
</TABLE>

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              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

                                                                                                     (Unaudited)
                                                                                                   Six Months Ended
                                                                                                       June 30,
                                                                                         -------------------------------------

                                                                                                1999                 2000

                                                                                         ------------------     ----------------
<S>                                                                                           <C>                <C>
  Operating activities
  Net loss ........................................................................           $ (5,603)          $ (11,162)
     Adjustments to reconcile net loss to net cash used in operating activities:
        Depreciation and amortization .............................................              1,134               1,377
        Amortization of deferred loan costs .......................................                658                 760
        Amortization of goodwill ..................................................              1,264                 150
        Provision for loss on sale of land held for sale...........................                 --               6,200
        Provision for doubtful accounts ...........................................              2,518               2,951
        Equity in losses on equity investments ....................................                192                  47
        Changes in other operating assets and liabilities:
         Vacation Interval receivables and other trade receivables ................             (9,674)             (7,347)
         Cost of unsold vacation ownership intervals and related club memberships .              4,603               2,594
         Prepaid and other assets .................................................               (568)               (615)
         Accounts payable and accrued liabilities .................................              1,970                (415)
         Taxes payable/refundable .................................................               (805)              1,187
         Unearned services fees....................................................              1,650               2,599
                                                                                              --------           ---------
  Net cash used in operating activities ...........................................             (2,661)             (1,674)

  Investing activities
     Purchase of land and other assets held for vacation ownership development ....             (1,617)               (404)
     Deposit on land held for sale.................................................                 --               1,800
     Additions to facilities and office furniture and equipment ...................               (637)               (434)
                                                                                              --------           ---------
  Net cash (used in) provided by investing activities .............................             (2,254)                962

  Financing activities
     Additional bank and other loans, net of related expenses......................             12,463              14,152
     Repayment of bank loans ......................................................             (7,247)            (13,783)
     Dividend payments on and redemption of  preferred stock.......................               (500)               (813)
                                                                                              --------           ---------
  Net cash provided by (used in) financing activities .............................              4,716                (444)

  Decrease in cash and cash equivalents ...........................................               (199)             (1,156)
  Effect of exchange rate changes on cash .........................................                 96                 (57)
  Cash and cash equivalents, at beginning of the period ...........................              2,960               8,311
                                                                                              --------           ---------
  Cash and cash equivalents, at end of the period .................................           $  2,857           $   7,098
                                                                                              ========           =========

  Supplemental disclosures of cash flow information
      Cash paid during the period for interest ....................................           $  7,674           $   9,572
      Cash paid (received) during the period for income and asset taxes ...........              1,042                 (82)

  Non-cash investing activities
      Reclassify land held for sale, net of loss provision ........................           $     --           $   8,000

  Non-cash financing activities
        Stock dividends accrued and accretion on preferred stock ..................           $    401           $     254




   The accompanying notes are an integral part of these financial statements.
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                                       5
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              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

                                  June 30, 2000


NOTE 1.  GENERAL INFORMATION

General

     The  financial   statements   include  the  accounts  of  Raintree  Resorts
International,  Inc., a Nevada  corporation,  (the "Ultimate Parent") and all of
its  wholly  owned  subsidiaries  (collectively,  the  "Company").  The  Company
develops, markets, and operates vacation ownership resorts in North America with
resorts in Mexico, Canada and the United States. The Company's  headquarters are
located in Houston, Texas with administrative offices in Mexico City, Mexico and
Whistler, British Columbia, Canada.

Liquidity

     On August 18, 1997,  Raintree Resorts  International,  Inc.  (formerly Club
Regina  Resorts,  Inc.)  purchased  all of the stock of  Desarrollos  Turisticos
Regina S. de R.L. de C.V.  and its  subsidiaries  (the  "Purchase  Transaction")
representing net vacation ownership assets of approximately $86.8 million. Prior
to August 18, 1997 the Company did not have significant operations or revenues.

     In  connection  with  the  Purchase  Transactions,   the  Company  borrowed
approximately  $83 million and replaced such borrowing with its Senior Notes. At
June 30, 2000, the Company is, and will continue to be, highly  leveraged,  with
substantial debt service  requirements.  A significant  portion of the Company's
assets is pledged against existing  borrowings.  The Company has a shareholder's
deficit, has incurred losses since its inception and expects to incur a net loss
for fiscal 2000. To achieve profitable operations, the Company is dependent on a
number  of  factors,   including   its  ability  to  reduce  its  debt   service
requirements,  to increase its Vacation Interval  inventory through  development
projects and through the  acquisition  of existing  resort  properties,  and its
ability to continually sell Vacation  Intervals on an economical  basis,  taking
into  account  the cost of such  intervals  and  related  marketing  and selling
expenses.  The Company expects that its existing credit capacity,  combined with
additional  credit capacity which must be negotiated  during 2000 and 2001, will
be  sufficient  to enable  the  Company  to meet its debt  service  obligations,
including  interest  payments on its Senior Notes through the second  quarter of
2001.  The Company  also expects to be able to fund  capital  requirements  from
anticipated  capital  project  financings,  which have not yet been  negotiated.
However,  should the Company not be able to  successfully  negotiate  additional
credit  capacity,  there is no assurance  that the Company would be able to meet
all of its short-term  debt service  obligations.  The Company has  historically
incurred  debt and issued  equity  securities  to fund  negative cash flows from
operating  activities  and to make debt  payments on  previously  incurred  debt
obligations.

Basis of Presentation

     The  information  contained  in the  following  notes  to the  accompanying
consolidated  financial  statements is condensed from that which would appear in
the annual audited financial statements. Accordingly, the consolidated financial
statements   included  herein  should  be  reviewed  in  conjunction   with  the
consolidated  financial  statements  and related notes thereto  contained in the
Form 10-K  Annual  Report for the year ended  December  31,  1999,  filed by the
Company with the Securities and Exchange Commission.

     The condensed  consolidated  financial statements included herein have been
prepared by the Company, pursuant to the rules and regulations of the Securities
and Exchange  Commission  (the  "SEC").  Pursuant to such  regulations,  certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States  have  been  condensed  or  omitted.  The  Company  believes  the
presentation  and  disclosures  herein are adequate to make the  information not
misleading.  The financial statements reflect all elimination entries and normal
adjustments  that are necessary for a fair  presentation  of the results for the
three and six month periods ended June 30, 1999 and 2000.


                                       6
<PAGE>
Cimarron Resorts Project Development, Management and Sales Agreement

     On May 3, 2000, a newly  formed  subsidiary  of the Company  entered into a
project development,  management and sales agreement whereby the Company assumes
full  operating  control and  management  of Cimarron  Resorts in Palm  Springs,
California from the project owners, Royale Mirage Partners,  L.P. ("RMP"). Under
the  agreement,  the Company is entitled to all revenues  from sales of Cimarron
Resorts  Vacation  Intervals and is  responsible  for all sales and marketing as
well as  management  and  customer  services.  The Company will record the gross
receipts  from the sale of Vacation  Intervals  since the Company is required to
indemnify RMP for any sale that is cancelled and take  ownership of the Vacation
Interval.  The Company has not acquired any ownership interest in RMP, ownership
of the time-share  property or assumed any obligation under the RMP construction
loan. Should the cost of construction  exceed RMP's  construction loan borrowing
capacity, the Company would be required to assume such liabilities.

     The Company purchases  Vacation  Intervals from RMP as they are sold by the
Company to Vacation  Interval  purchasers or are acquired for Company  inventory
purposes.  Also,  the Company will  provide  development  management  of project
construction.  The  Company  has  acquired  sales and  administrative  assets of
$590,000 and assumed  payment of unpaid  liabilities of $777,000 with the excess
of the liabilities  assumed over the assets  acquired  recorded as an intangible
asset.  Under the  agreement,  the Company is required to pay RMP $2,346,000 and
has recorded this as an accrued  liability and an intangible asset  (Exclusivity
Agreement).  The Company  will repay the RMP  obligation  by payment of $575 for
each  interval it acquires from RMP or on June 30, 2003,  the unpaid  balance of
the $2,346,000.  Even if the Company is unable to sell all Vacation Intervals in
the first phase by June 30,  2003,  any  remaining  balance will still be due to
RMP. The Company will  recognize the expense  associated  with these  intangible
assets  through  amortization  to cost of sales  equal to the greater of (1) the
aggregate  amortization based on equal monthly charges through June 30, 2003, or
(2) the aggregate  amortization  based on a ratable per Vacation Interval charge
for each of the 4,080  Vacation  Intervals  to be sold in the first  phase.  The
Company has  recorded  the  transaction  as a purchase.  At June 30,  2000,  the
Company has not acquired any inventory from RMP.

     Cimarron Resorts consists of approximately 35 acres of land adjacent to two
18-hole golf courses  developed and managed by OB Sports of Seattle,  Washington
and when fully  developed will consist of 242 two-bedroom  condominium  units or
12,342  weekly  intervals.  Forty  of such  units  are  under  development,  and
completed in July 2000. A commitment for a development  loan by Textron has been
received by the project owner for the  development  of the second 40 two-bedroom
units and this  construction  is expected to begin during late 2000. The Company
has the  option  to  extend  its  agreement  for  the  next  construction  stage
consisting  of 36 units no later than  December  31, 2002 and it may  thereafter
exercise  its  option in  succeeding  stages of 42, 44 and 40 units on or before
March  31,  2004,  June 30,  2005 and  September  30,  2006,  respectively.  The
agreement  terminates if an option for any succeeding  stage is not selected and
upon the completion of any stage selected but not completed.  The Company placed
Cimarron  Resorts  into its Club  Regina  operations  to be sold as Club  Regina
two-bedroom  inventory,  and for  exchange  purposes  into its planned  Raintree
Vacation Club.

Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

     Certain  items  in  the  June  30,  1999  financial  statements  have  been
reclassified to conform to the June 30, 2000  presentation,  and the Company has
reclassified  the December 31, 1999 balance sheet to reflect  accrued  preferred
stock dividends on cumulative preferred stock as an increase in the value of the
preferred stock and a reduction in the additional paid-in capital.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Foreign Currency Fluctuations

     The Company  maintains  its Mexican  accounting  records and  prepares  its
financial  statements for its Mexican subsidiaries in Mexican pesos. The Mexican
pesos are translated to U.S. dollars for financial  reporting purposes using the
U.S.  dollar as the  functional  currency,  and  exchange  gains and  losses are
reported in income and expense.

                                       7
<PAGE>
The net gains and losses are  primarily  related to the increases or declines in
the value of the peso to the U.S. dollar during such periods.

     The following table presents foreign  currency  exchange gains and loss for
the 1998, 1999 and 2000 by quarter (in thousands):

    Quarterly Gain/(Loss)            1998          1999            2000
-----------------------------       ------        ------          ------

First Quarter................    $   (829)        $  529        $    778
Second Quarter...............      (1,098)          (727)         (1,774)
Third Quarter................      (1,824)           443
Fourth Quarter...............        (523)           556


 The following  table  presents the quarterly  exchange rates from December,
1998 for the Mexican Peso:


      Exchange rates                     Pesos           US Dollar
------------------------------          -------         -----------

December 31, 1998.............           9.865    =        $1.00
March 31, 1999................           9.516    =        $1.00
June 30, 1999.................           9.488    =        $1.00
September 30, 1999............           9.358    =        $1.00
December 31, 1999.............           9.522    =        $1.00
March 31, 2000................           9.233    =        $1.00
June 30, 2000.................           9.954    =        $1.00


     The future  valuation of the Mexican peso related to the U.S. dollar cannot
be determined, estimated or projected.


Cash and Cash Equivalents

     The Company  considers  demand  accounts and  short-term  investments  with
maturities of three months or less when purchased to be cash  equivalents.  Cash
and cash equivalents include $1.3 million in restricted funds at June 30, 2000.

Land Held for Vacation Ownership Development

     The Company owns a parcel of land adjacent to its Regina Resort  located in
Cabo San Lucas,  Mexico.  The Company  plans to  construct  additional  vacation
ownership facilities on this parcel of land. Although preliminary  architectural
and engineering planning has commenced,  no commitments have been made regarding
this planned expansion project.

     Land held for vacation ownership development includes the cost of land, and
additionally,  development costs and capitalized  interest.  Interest related to
these developmental  properties of $0.2 million and $0.3 million was capitalized
during  the three and six months  ended June 30,  1999 and $0.2 and $0.4 for the
three and six months ended June 30, 2000.

     The Company  capitalizes  interest on  expenditures  incurred  for land and
development when activities have commenced  necessary to get the asset ready for
its  intended  use. The  capitalization  period ends when the asset is placed in
service or progress to complete the project is substantially suspended.

Impairment of Long-Lived Assets and Identifiable Intangibles

     The Company  periodically  evaluates its long-lived assets and identifiable
intangibles for impairment. If upon evaluation the Company's management believes
that  the  cost of one of its  assets  may be  impaired,  the  Company  will (a)
evaluate the extent to which that cost is  recoverable  by comparing  the future
undiscounted  cash  flows  estimated  to be  associated  with that asset to that
asset's  carrying amount and (b) write down that carrying amount to market value
or discounted cash flows value to the extent necessary.

Loss Per Share

     Basic per share results are computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding for the
period.  Additionally,  shares  issuable  for  little  or no  consideration  are
considered  common shares and are included in the  computation of basic earnings
per share.  On

                                       8
<PAGE>
December  5, 1997 in  conjunction  with the issue of Senior  Notes,  the Company
issued  warrants to purchase  1,869,962  shares of common  stock at a conversion
price of $.01 per share.  Since the 1,869,962  common shares  issuable under the
Senior Notes warrants can be purchased for little or no cash  consideration  and
these  warrants  were fully  vested  upon  issuance,  they are  included  in the
computation of basic earnings per share as of the date they were issued.

     At June 30, 2000, the Company had outstanding  634,000 stock options with a
weighted-average  exercise  price of  $4.22  per  share,  500,000  common  stock
warrants  with an  exercise  price of $5.00 per share and  preferred  stock with
$5,225,000  of  Liquidation   Preference  convertible  upon  redemption  at  the
Company's  option  into  shares  of  common  stock  valued  at  the  Liquidation
Preference.  These  warrants,  common stock options and preferred stock were not
included in diluted  earnings  per share as the  exercise  prices  exceeded  the
estimated fair value of common stock. The Senior Notes warrants were included in
both the computation of basic and diluted earnings per share.

Goodwill

     On July 24,  1998,  the Company  acquired  the assets and  assumed  certain
liabilities of Whiski Jack Resorts Ltd. ("Whiski Jack") for  approximately  $6.6
million. The acquisition was accounted for as a purchase and,  accordingly,  the
results of  operations  are included in the  financial  statements  only for the
periods  subsequent  to the date of  acquisition.  The  purchase  price has been
allocated to the assets and  liabilities  assumed  based upon the fair values at
the date of  acquisition.  The excess purchase price over the fair values of the
net assets acquired has been recorded as goodwill,  totaling  approximately $4.5
million,  to be  amortized  pro rata as the  individual  weeks  acquired  in the
acquisition are sold. Amortization expense was $0.1 million and $1.3 million for
the three and six months  ended June 30,  1999,  respectively,  and goodwill was
fully amortized by the end of 1999. During the second quarter of 2000,  $150,000
was expensed as goodwill relating to the final payment to the sellers of amounts
due under a provision relating to achieving specific post-acquisition earnings.


NOTE 3. VACATION INTERVAL RECEIVABLES AND OTHER TRADE RECEIVABLES

     Vacation  Interval  receivables and other trade receivables were as follows
(in thousands):
<TABLE>
<CAPTION>

                                                                           December 31,            June 30,
                                                                               1999                  2000
                                                                        -----------------      ----------------
    <S>                                                                       <C>                   <C>
     Vacation Interval receivables ................................           $ 63,875              $ 68,159
     Other trade receivables ......................................              5,424                 6,075
     Less - allowances for uncollectible accounts .................             (8,067)               (8,746)
                                                                              --------              --------
            Total  ................................................           $ 61,232              $ 65,488
                                                                              ========              ========
</TABLE>

     Allowances  for  uncollectible  accounts  increased  by  $3.0  million  for
additional  estimated  reserves,  and  decreased by $2.2 million for  receivable
write-offs, net of recoveries during the first six months of 2000.

     The  Company  estimates  that at December  31,  1999 and at June 30,  2000,
approximately  53%  and  52%,  respectively,  of all of  the  Vacation  Interval
receivables were U.S. dollar denominated, 31% and 32%, respectively, of Vacation
Interval  receivables  were  denominated  in UDIs, an obligation  denominated in
pesos which is adjusted for Mexican inflation ("UDI"),  9% and 10% respectively,
of Vacation  Interval  receivables were denominated in Mexican pesos, and 7% and
6%, respectively,  of Vacation Interval receivables were denominated in Canadian
dollars.


NOTE 4.  NOTES PAYABLE

Summary of Notes Payable (in thousands) -
<TABLE>
<CAPTION>
                                                                           December 31,       June 30,
                                                                               1999             2000
                                                                          ------------       -----------
    <S>                                                                      <C>               <C>
     Notes Payable to Financial Institutions ............................    $    278          $  2,248
     Cabos West Notes Payable ...........................................       2,350             2,350
     Credit Agreement Notes and Loans ...................................      38,772            36,812
     Mortgages Payable ..................................................       3,387             3,905
                                                                             --------          --------
                                                                             $ 44,787          $ 45,315
                                                                             ========          ========
</TABLE>
                                       9
<PAGE>
Notes  Payable  to  Financial  Institutions  - The notes  payable  to  financial
institutions  at December 31, 1999 had interest  payable at 8.5%. In April 2000,
in connection with the Westin units  purchased,  the Company entered into a note
payable to North Shore Credit  Union,  due on or before  October  2001,  with an
interest rate of prime plus 2.5%, which totaled 10% at June, 2000.

Cabos West Notes Payable - On September  17, 1998, in connection  with the Cabos
West land purchase,  the Company entered into notes payable secured by the land.
The notes bear interest at approximately 10% and are due on demand.

Credit  Agreement Notes - The November 1998 amended credit agreement with FINOVA
Capital Corporation  includes a receivables based credit facility of $20 million
and a $16.5 million  inventory based credit  facility.  The aggregate  borrowing
limit under the credit agreement is $34 million. FINOVA will lend 90% on pledged
notes receivable  denominated in United States dollars and held by United States
or Canadian  residents.  These notes are  assigned to the lender and as payments
are received,  they are applied to this loan. The outstanding  receivables  loan
balance bears interest at a fluctuating  base rate plus 175 basis points,  which
was  10.25%  and  11.25%  per  annum at  December  31,  1999 and June 30,  2000,
respectively.  The  outstanding  inventory  loan  balance  bears  interest  at a
fluctuating  base rate plus 225 basis  points,  which was  10.75% and 11.75% per
annum at December 31, 1999 and June 30, 2000,  respectively.  Interest under the
notes is due monthly.  The fluctuating base rate is the "Corporate Base" rate of
Citibank,  N.A., New York, which the bank publicly  announces from time to time,
and is a rate charged by the bank to its most creditworthy commercial borrowers.
Also, the agreement  requires the Company to maintain certain minimum  financial
ratios including a minimum capital  requirement.  The receivables line of credit
matures 84 months  from the date of the last  advance  made  against it, and the
inventory  based credit  facility  matures on June 30, 2001.  As of December 31,
1999 and June 30,  2000,  the  outstanding  balance of the  receivables  line of
credit was $9,760,000 and $11,010,000,  respectively, and of the inventory based
credit facility was $15,159,000 and $11,057,000, respectively.

     The  November  1999 $10 million  receivables  loan  facility  with  Textron
Financial  Corporation  ("Textron")  is  collateralized  by the Company's  notes
receivable,  with a limit of up to 30% of those  notes  denominated  in  Mexican
pesos of which Textron will lend 80% on pledged notes, and the remainder in U.S.
dollars on which Textron will lend 85% on pledged notes. The entire  outstanding
loan balance is to be paid in full on or before December 1, 2004. The loan bears
a variable  interest rate of the Chase  Manhattan Bank prime rate plus 200 basis
points that is adjusted on the first day of each month, with an interest rate of
10.5% and 11.5% as of December 31, 1999 and June 30, 2000,  respectively.  As of
December  31,  1999 and June  30,  2000,  the  outstanding  balance  of the loan
facility was $7,103,000 and $9,384,000, respectively.

     The November 1999 $7 million loan agreement with Bancomer is collateralized
by all of the Company's UDI  denominated  notes  receivable.  The loan agreement
extends  credit to the Company for a fixed  30-month term from November 29, 1999
to May 29, 2002. Furthermore, the agreement requires the Company to pay back the
principal in UDIs in 30 equal monthly  installments plus accrued interest in the
U.S. dollar  equivalent amount of approximately  $233,000  beginning on December
29, 1999.  Also, the loan bears simple interest at a rate of 12% per annum,  and
as of  December  31,  1999  and June  30,  2000,  the  outstanding  balance  was
$6,750,000 and $5,361,000, respectively.

Mortgages  Payable - Mortgages  payable  consist of the  assignment  of specific
Whiski Jack Vacation Interval receivables to related and third party buyers. The
average  interest  rates were 10.7% and 10.8% at December  31, 1999 and June 30,
2000,  respectively.  At December  31,  1999 and June 30,  2000,  the  aggregate
principal  amount of mortgages  payable to related  parties was  $1,014,000  and
$1,334,000,  respectively.  Interest  accrues on the  mortgages at rates ranging
from  prime  plus 3% to  prime  plus  7.75%  per  annum  and is paid in  monthly
installments over periods ranging from twelve months to ten years.



NOTE 5. OPERATIONS BY INDUSTRY SEGMENT AND GEOGRAPHIC AREA

     The  Company  has only one line of  business  which  develops,  markets and
operates luxury vacation  ownership resorts in three geographic  areas;  Mexico,
Canada and the United  States.  The United  States  operations  also include the
operations of a joint venture  accounted for on the equity method of accounting.
The Company's  reportable  segments are based on geographic area. The reportable
segments are managed  separately due to their geographic  location with managers
focused on improving and expanding each segment's  operations.  However resource
allocation is not based on  individual  country  results,  but based on the best
location for future resorts in order to enhance the Company's overall ability to
sell timeshare under a club concept.  Revenues are attributed to countries based
on the location of the vacation ownership resorts.


                                       10
<PAGE>
     The following table presents segment information (in thousands):
<TABLE>
<CAPTION>

                                                                                                       Corporate
                                                          Mexico           Canada        U.S. (*)      and Other         Total
                                                     ---------------     ----------    ----------    -------------    ------------

<S>                                                    <C>               <C>           <C>               <C>          <C>
As of and for the three months ended June 30, 2000:
Revenues from external customers ................      $   20,024        $   2,794     $    --           $      52    $   22,870
Depreciation and amortization....................             289              188           24                 16           517
Operating income (loss) .........................          (2,591)             (70)        (474)              (637)       (3,772)
Income tax expense...............................              33              (36)          --                 --            (3)
Capital expenditures ............................             343              162          472                 10           987

                                                                                         Corporate
                                                        Mexico             Canada        and Other          Total
                                                     ---------------     ----------    -------------     -----------
As of and for the three months ended June 30, 1999:
Revenues from external customers ................      $   15,664        $   4,331     $      4          $  19,999
Depreciation and amortization....................             197              200           14                411
Operating income (loss) .........................           1,291              865         (955)             1,201
Income tax expense...............................             100              370           --                470
Capital expenditures ............................             578               91          435              1,104


                                                                                                       Corporate
                                                        Mexico             Canada        U.S. (*)      and Other          Total
                                                     ---------------     ----------    ----------    -------------    ------------

As of and for the six months ended June 30, 2000:
Revenues from external customers ................      $   40,711        $   5,472     $     --          $     119    $   46,302
Depreciation and amortization....................             578              226           24                 32           860
Operating income (loss) .........................           2,241               73         (474)            (1,270)          570
Income tax expense...............................              53              (16)          --                 --            37
Total assets (at end of period)..................         120,456           12,337        3,581              4,510       140,884
Capital expenditures ............................             629              194          472                 43         1,338

                                                                                         Corporate
                                                        Mexico             Canada        and Other          Total
                                                     ---------------     ----------    -------------     -----------
As of and for the six months ended June 30, 1999:
Revenues from external customers ................      $   34,731        $   7,541     $      8          $  42,280
Depreciation and amortization....................             380            1,322           29              1,731
Operating income (loss) .........................           5,918              142       (1,824)             4,236
Income tax expense...............................             200              526           --                726
Total assets  (at end of period).................         119,943           10,671        3,387            134,001
Capital expenditures ............................             963              156        1,135              2,254

<FN>

     (*) Effective May 3, 2000 the Company formed a new operating  subsidiary in
the U.S.  for the  purpose  of selling  Vacation  Intervals.  (See  Footnote 1 -
Cimarron Resorts Project Development, Management and Sales Agreement)
</FN>
</TABLE>

Corporate and Other

     The amounts shown as an operating loss under the column heading  "Corporate
and Other" consist  primarily of general and  administrative  costs that are not
allocated  to the  segments.  Also,  the U. S.  joint  venture  is  included  in
Corporate  and Other,  after the operating  loss,  and had equity losses of $0.1
million and equity gains of $20,000 for the three months ended June 30, 1999 and
2000,  respectively,  and equity  losses of $0.2 million and $40,000 for the six
months ended June 30, 1999 and 2000, respectively.


NOTE 6. REDEEMABLE PREFERRED STOCK

Pay-in-Kind Preferred Stock

     On July 1, 1999,  all 37,500  shares of the Class A Preferred  Stock of the
Company  were  exchanged  for  50,000  shares  of a  new  class  of  Pay-in-Kind
Redeemable  Preferred  Stock  (Pay-in-Kind  Preferred)  plus  500,000  five-year
Warrants  to  purchase  the  Company's  common  stock at $5.00  per  share.  The
Pay-in-Kind  Preferred  requires  that annual  dividends  be paid either in cash
equaling  9%  of  the  Pay-in-Kind   Preferred's  $100  per  share   Liquidation
Preference, or in an equivalent number of shares of Pay-in-Kind Preferred valued
at the Liquidation  Preference.  Furthermore,  the Company has the right, at its
option to redeem at any time the Pay-in-Kind Preferred, in whole or in part, but
not later than  December 1, 2004,  at which time  redemption  is mandatory  upon
payment  in cash  of the

                                       11
<PAGE>
Liquidating Preference and all accrued and unpaid dividends or shares of capital
stock valued at the Liquidating  Preference.  As of June 30, 2000 the cumulative
unpaid dividends on the Pay-in-Kind Preferred were $0.2 million.

Convertible Preferred Stock

     In connection  with the purchase of Whiski Jack,  the Company issued 20,775
shares of redeemable  convertible preferred stock (Convertible  Preferred Stock)
through its wholly owned subsidiary, Raintree Resorts International Canada, Ltd.
(Raintree  Canada).  During  January  and  February  2000,  all  shares had been
redeemed.  The  shares  accrued  dividends  at the  rate  of 10% per  annum  and
dividends totaling $0.2 million were paid during first quarter 2000.


NOTE 7.  CONTINGENCIES AND COMMITMENTS

General

     The Company is subject to various claims arising in the ordinary  course of
business, and is a party to various legal proceedings, which constitute ordinary
routine  litigation  incidental  to the  Company's  business.  In the opinion of
management,  all such matters are either adequately  covered by insurance or are
not expected to have a material adverse effect on the Company.


NOTE 8.  DEVELOPMENT AND CONSTRUCTION

     The Teton Club, LLC ("Teton Club"),  is a joint venture between the Company
and the owner  and  developer  of the Teton  Village  area  near  Jackson  Hole,
Wyoming.  The  Teton  Club has  financing  between  FINOVA  and the  Teton  Club
consisting  of $33.3  million  for  construction  financing,  $7.5  million  for
pre-sale working capital requirements and $20 million for receivables financing.
The receivable  financing is a hypothecation  line-of-credit and will be used to
repay the construction and pre-sale loans and to fund operating expenses.  Also,
the agreement  requires the Teton Club to maintain certain minimum financial and
operating ratio requirements.  As part of the financing  arrangement the Company
is directly obligated for $8.3 million of the construction loan, $1.9 million of
the  pre-sale  working  capital  loan and $5  million of the  receivables  loan.
Additionally, the Company is responsible for any working capital deficits at the
Teton  Club.  As of  June  30,  2000,  $20.0  million  had  been  drawn  on  the
construction  portion of the  financing,  and $3.9 million had been drawn on the
working capital portion of the financing.


NOTE 9.  SALE OF COZUMEL

     The Company entered into a preliminary sales agreement in June 2000 to sell
its investment in Cozumel land. The Company has received a $1.8 million deposit.
The  property  collateralized  certain  of the  Company's  indebtedness  and the
Company  is  negotiating  to  obtain  a  collateral  release.  The  Company  has
reclassified  the Cozumel  land to land held for sale and  recorded an estimated
provision  for a net loss of $6.2  million to reflect the land at its  estimated
fair market  value.  The final loss realized  could be increased  based on final
negotiations between all parties.


                                       12
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     This  report  contains  forward-looking  statements  within the  meaning of
Section 21E of the Securities Exchange Act of 1934, as amended,  which represent
the Company's  expectations  and beliefs  concerning  future events that involve
risks and  uncertainties,  including  those  associated  with the effects of (i)
international,  national and regional economic  conditions and conditions in the
international  tourism  and  vacation  ownership  markets,  (ii)  the  Company's
capacity to integrate  acquisitions that it has made, and (iii) the availability
of capital resources necessary for the Company to execute its business strategy.
Investors are cautioned that all  forward-looking  statements  involve risks and
uncertainty. Discussions containing such forward-looking statements may be found
in the  material  set forth  under  "Management's  Discussion  and  Analysis  of
Financial  Condition  and Results of  Operations"  as well as elsewhere  herein.
Actual results may differ materially from those projected in the forward-looking
statements.  Although the Company  believes that the assumptions  underlying the
forward-looking   statements  contained  herein  are  reasonable,   any  of  the
assumptions could be inaccurate,  and therefore,  there can be no assurance that
the  forward-looking  statements  included  in  this  report  will  prove  to be
accurate. Important factors that could cause actual results to differ materially
from the Company's  expectations  are disclosed in this report.  Considering the
significant  uncertainties  inherent in the forward-looking  statements included
herein,  the  inclusion  of  such  information  should  not  be  regarded  as  a
representation  by the Company or any other person that the objectives and plans
of the Company  will be achieved.  The  following  discussion  should be read in
conjunction  with the financial  statements of Raintree  Resorts  International,
Inc. and related notes thereto, the management's discussion and analysis related
thereto,  all of which are included in the Form 10-K Annual  Report for the year
ended  December 31, 1999,  filed by the Company with the Securities and Exchange
Commission and the financial statements and notes thereto contained herein.

COMPARISONS  OF THE SIX MONTHS  ENDED JUNE 30, 1999 TO THE SIX MONTHS ENDED JUNE
30, 2000.

Segment Results

     General. The Company has only one line of business which develops,  markets
and  operates  luxury  vacation  ownership  resorts in three  geographic  areas;
Mexico,  Canada and the United  States.  The Company's  reportable  segments are
based on geographic area. The reportable  segments are managed separately due to
their geographic  location with managers focused on improving and expanding each
segment's  operations.  However,  resource allocation is not based on individual
country  results,  but based on the best location for future resorts in order to
enhance the Company's  overall  ability to sell timeshare  under a club concept.
Revenues  are  attributed  to  countries  based on the  location of the vacation
ownership resorts. The following presents segment data in thousands:

<TABLE>
<CAPTION>



                                                  For the Six Months ended June 30,
                      ------------------------------------------------------------------------------------------

                                                        Operating
                            Net                           Income                        Capital
                           Sales            %             (Loss)            %        Expenditures         %
                        -------------    ---------     -------------    ----------   --------------    ---------

<S>                       <C>             <C>           <C>              <C>           <C>              <C>
 2000 -
 Mexico                   $ 40,711          87.9%       $   2,241          393.2%      $    629           47.0%
 Canada                      5,472          11.8%              73           12.8%           194           14.5%
 United States                  --           0.0%            (474)        (83.2)%           472           35.3%
 Corporate and other           119           0.3%          (1,270)       (222.8)%            43            3.2%
                          --------         ------       ---------        --------     ---------          ------
    Total                 $ 46,302         100.0%       $     570          100.0%      $  1,338          100.0%
                          ========         ======       =========        ========      ========          ======

 1999 -
 Mexico                   $ 34,731          82.1%       $   5,918          139.7%      $    963           42.7%
 Canada                      7,541          17.9%             142            3.4%           156            6.9%
 Corporate and other             8           0.0%          (1,824)        (43.1)%         1,135           50.4%
                          --------         ------       ---------         -------     ---------          ------
    Total                 $ 42,280         100.0%       $   4,236          100.0%      $  2,254          100.0%
                          ========         ======       =========         =======      ========          ======

</TABLE>
                                       13
<PAGE>


     Mexico's Segment Results - Comparison of the six months ended June 30, 2000
to the six months ended June 30, 1999.  Net sales  increased  $6.0  million,  or
17.2%,  and operating  income  decreased  $3.7 million or 62.1% during the first
half of 2000. The increases in net sales and operating  income  resulted from an
overall increase in Vacation Interval sales prices and the number of weeks sold.
The average price per week sold  increased by $338,  or 2.6%,  and the number of
weeks sold increased 333, or 16.4%. The average price per week sold increased in
response to a price  increase  beginning  the third week of December  1999.  The
decrease in operating income results from providing a provision for loss on land
held for sale of $6.2 million.

     Canada's Segment Results - Comparison of the six months ended June 30, 2000
to the six  months  ended  June 30,  1999.  Net  sales  decreased  $2.1  million
primarily  as the number of weeks sold  decreased  31.1%.  The decrease in weeks
sold is reflective of a 32% decrease in tour flow  primarily  generated from its
telemarketing  operations,  on-site sales office and owner  referrals.  However,
operating  income decreased by only $69,000 because of a decrease in goodwill of
$1.1 million in the first six months of 2000.

     United  States'  Segment  Results - Comparison of the six months ended June
30, 2000 to the six months ended June 30,  1999.  The United  States  operations
consist of the recent  acquisition  of Cimarron  Resorts.  The operating loss is
comprised primarily of sales, marketing,  advertising and general expenses. (See
Footnote  1-  Cimarron  Resorts  Project   Development,   Management  and  Sales
Agreement)

     Corporate  and other - Comparison  of the six months ended June 30, 2000 to
the six months ended June 30, 1999. The $0.5 million  decrease in operating loss
is primarily due to the decrease in accounting,  tax and other  consulting fees.
The operating loss consists primarily of general and  administrative  costs that
are not allocated to the segments.


Consolidated Results

     Comparison  of the six months  ended June 30, 2000 to the six months  ended
June 30, 1999.

     The Company  believes that the following  analysis is helpful to understand
the changes in the activity levels between 1999 and 2000 (in thousands):
<TABLE>
<CAPTION>

                                                                                              Percentage
                                                                            Increase           Increase
Six Months Ended June 30,                   1999             2000          (Decrease)         (Decrease)
                                         ------------     ------------    -------------    -----------------

<S>                                         <C>              <C>            <C>                 <C>
Revenues:
Vacation Interval sales ............        $ 32,300         $ 35,287       $   2,987              9.2%
Interest Income on Vacation Interval
 receivables, rental and service fee
 income, and other income ..........           9,980           11,015           1,035             10.4%
                                            --------         --------        --------
      Total .........................         42,280           46,302           4,022              9.5%

Costs and operating expenses:
Cost of Vacation Interval sales ....           8,609            8,453            (156)            (1.8)%
Provision for doubtful accounts.....           2,518            2,951             433             17.2%
Advertising, sales and marketing....          14,906           15,747             841              5.6%
Maintenance and energy .............           4,931            5,938           1,007             20.4%
General and administrative..........           5,349            5,583             234              4.4%
Depreciation and amortization.......             467              710             243             52.0%
Amortization of goodwill............           1,264              150          (1,114)           (88.1)%
Provision for loss on sale of land
  held for sale.....................              --            6,200           6,200            100.0%
                                            --------         --------        --------
     Total .........................          38,044           45,732           7,688             20.2%
                                            --------         --------        --------

Operating income ...................        $  4,236         $    570        $ (3,666)           (86.5)%
                                            ========         ========        ========
</TABLE>
                                       14
<PAGE>

     Vacation Interval sales increased by approximately  $3.0 million,  or 9.2%,
from  approximately  $32.3  million  for the six months  ended June 30,  1999 to
approximately  $35.3  million for the six months ended June 30,  2000.  Vacation
Interval  sales  increased as the average price per interval sold increased $228
per interval,  or 2.0%,  from $12,895 for the six months ended June 30, 1999, to
$13,123 for the six months ended June 30, 2000. This increase was in response to
an approximate  9% net price  increase in Mexico  beginning in the third week of
December 1999. The increase in interest income on Vacation Interval receivables,
rental and service fee income and other  income  primarily  results from service
fee  income  increasing  due to an  increase  in the  number of  members  and an
increase in the service fee charged to members in Mexico.

     Cost of Vacation Interval sales decreased by approximately $0.1 million, or
1.8%, from approximately $8.6 million for the six months ended June 30, 1999, to
approximately  $8.5 million for the six months ended June 30, 2000. The decrease
in cost of sales results from the addition of lower average cost inventory,  the
Villa Vera,  in Mexico.  This addition was the primary  factor  reducing cost of
sales as a percent of  revenue  from 27% in the first half of 1999 to 24% in the
comparable 2000 period.

     Provision for doubtful accounts increased by approximately $0.4 million, or
17.2%, from  approximately  $2.5 million for the six months ended June 30, 1999,
to  approximately  $2.9  million for the six months  ended June 30,  2000.  This
increase is in response to an increase in customer  financing  in the first half
of 2000 compared to the prior year first half. The Company  computes a provision
for  doubtful  accounts  to  achieve a balance  sheet  reserve  of around 12% of
Vacation Interval  receivables.  The Company believes that this reserve provides
adequate coverage of default risk under current market conditions.

     Advertising,  sales and  marketing  expense  increased  approximately  $0.8
million, or 5.6%, from approximately $14.9 million for the six months ended June
30, 1999, to approximately $15.7 million for six months ended June 30, 2000. The
acquisition of Cimarron increased advertising, sales and marketing approximately
$0.3  million.  Increased  sales  commissions,  sales  promotions  and marketing
programs  associated  with higher  sales levels  contributed  to the increase as
well. As a percent of Vacation Interval sales, advertising,  sales and marketing
decreased 3%.

     Maintenance and energy expenses increased  approximately  $1.0 million,  or
20.4%, from  approximately  $4.9 million for the six months ended June 30, 1999,
to  approximately  $5.9  million  for the six months  ended June 30,  2000.  The
increase in expenses was caused by maintenance  and energy  expenses  associated
with the acquisitions of units after the first half of 1999 including Villa Vera
units in Mexico and the Westin units in Whiski Jack.

     General and administrative  expenses increased  approximately $0.2 million,
or 4.4%, from approximately $5.3 million for the six months ended June 30, 1999,
to approximately  $5.5 million for the six months ended June 30, 2000.  Cimarron
contributed approximately $0.1 million of this increase.

     The first six  months  of 1999  amortization  of  goodwill  relates  to the
goodwill  resulting  from the  acquisition  of  Whiski  Jack,  which  was  fully
amortized  during  1999,  except for the second  quarter  2000 final  payment to
sellers of $150,000 for achieving specific post-acquisition earnings.

     The Company  recorded an estimated  provision for net loss on land held for
sale in the second  quarter of 2000.  Its  Cozumel  property  in Mexico  will no
longer be used for timeshare  development.  The Company  anticipates the sale of
Cozumel to be finalized in the third quarter of 2000.

     Interest  expense  was  approximately  $1.9  million  more in the first six
months of 2000 as  compared  to the first six  months of 1999 due  primarily  to
interest costs  associated with a higher level of debt outstanding and increased
average interest rates between the periods.  Average debt outstanding  increased
$25.8 million between  periods,  while the average interest rates increased from
12.9% to 13.4% for June 1999 and June 2000, respectively.

     Foreign currency  exchange loss totaled  approximately  $1.0 million during
the first six months of 2000  compared to a loss of  approximately  $0.2 million
during the first six months of 1999.  The increase in the loss  between  periods
occurred due to a weaker peso against the U.S.  dollar  during the six months of
2000 compared to the comparable prior year period.


                                       15
<PAGE>
MEXICO'S INFLATION AND CURRENCY CHANGES

     Management  believes that in  interpreting  the  comparisons of operational
results discussed above, two factors are of importance:  currency exchange rates
and  inflation.  Changes in costs  between  prior year and current  year periods
could be the result of  increases or  decreases  in the peso  exchange  rate and
inflation in Mexico.  In particular,  the average monthly peso exchange rate for
the six months  ended June 30,  2000 was weaker  when  compared  to the  average
monthly peso exchange  rate for the six months ended June 30, 1999.  The Company
estimates  that  current  period  costs  settled in Mexican  pesos  increased by
approximately  3% because of  fluctuations  in the average  peso  exchange  rate
between periods. In addition, the Company estimates that inflation in Mexico was
approximately 9% since June 1999. Expenditures in Mexico for advertising,  sales
and  marketing,  maintenance  and energy,  and for  general  and  administrative
expenses are primarily  settled in pesos,  and were  negatively  impacted by the
combined effects of inflation and peso changes.

COMPARISONS  OF THE THREE  MONTHS  ENDED JUNE 30, 1999 TO THE THREE MONTHS ENDED
JUNE 30, 2000.

Segment Results
<TABLE>
<CAPTION>


                                                 For the Three Months ended June 30,
                      ------------------------------------------------------------------------------------------

                                                        Operating
                            Net                           Income                        Capital
                           Sales             %            (Loss)             %        Expenditures         %
                       --------------    ---------     -------------    ----------   --------------    ---------

<S>                      <C>              <C>           <C>             <C>               <C>            <C>

 2000 -
 Mexico                  $ 20,024           87.6%       $ (2,591)           68.7%         $   343           34.8%
 Canada                     2,794           12.2%            (70)            1.9%             162           16.4%
 United States                 --            0.0%           (474)           12.5%             472           47.8%
 Corporate and other           52            0.2%           (637)           16.9%              10            1.0%
                         --------          ------       --------         --------         -------          ------
    Total                $ 22,870          100.0%       $ (3,772)          100.0%         $   987          100.0%
                         ========          ======       =========        ========         =======          ======

 1999 -
 Mexico                  $ 15,664           78.3%       $  1,291           107.5%         $   578           52.4%
 Canada                     4,331           21.7%            865            72.0%              91            8.2%
 Corporate and other            4            0.0%           (955)         (79.5)%             435           39.4%
                         --------          ------       --------         --------         -------          ------
    Total                $ 19,999          100.0%       $  1,201           100.0%         $ 1,104          100.0%
                         ========          ======       ========         ========         =======          ======

</TABLE>

     Mexico's  Segment  Results - Comparison  of the three months ended June 30,
2000 to the three months ended June 30, 1999. Net sales  increased $4.4 million,
or 27.8%,  and  operating  income  decreased  $3.9 million or 300.7%  during the
second quarter 2000. The increase in net sales resulted from an overall increase
in the number of weeks sold.  The number of weeks sold  increased 304, or 33.1%.
The decrease in operating  income results from providing a provision for loss on
land held for sale of $6.2 million.

     Canada's  Segment  Results - Comparison  of the three months ended June 30,
2000 to the three months ended June 30, 1999.  Net sales  decreased $1.5 million
primarily  as the number of weeks sold  decreased  36.8%.  The decrease in weeks
sold is reflective of the 40% decrease in tour flow primarily generated from its
tele-marketing  operations,  on-site sales office and owner referrals.  However,
operating  income  decreased  by only $0.9  million  because of the  decrease in
goodwill in the second quarter of 2000.

     United States'  Segment Results - Comparison of the three months ended June
30, 2000 to the three months ended June 30, 1999.  The United States  operations
consist of the recent  acquisition  of Cimarron  Resorts.  The operating loss is
comprised primarily of sales, marketing,  advertising and general expenses. (See
Footnote  1  -  Cimarron  Resorts  Project  Development,  Management  and  Sales
Agreement)

     Corporate and other - Comparison of the three months ended June 30, 2000 to
the three months ended June 30, 1999. The operating  loss consists  primarily of
general and  administrative  costs that are not allocated to the  segments.  The
increase in operating income is primarily due to the decrease in accounting, tax
and other consulting fees.

                                       16
<PAGE>
Consolidated Results

     Comparison  of the three  months  ended June 30,  2000 to the three  months
ended June 30, 1999.

     The Company  believes that the following  analysis is helpful to understand
the changes in the activity levels between 1999 and 2000 (in thousands):
<TABLE>
<CAPTION>

                                                                                                    Percentage
                                                                                    Increase         Increase
Three Months Ended June 30,                       1999              2000           (Decrease)       (Decrease)
                                              --------------    -------------     -------------- -----------------
<S>                                              <C>               <C>               <C>               <C>
Revenues:
Vacation Interval sales ............             $ 15,258          $ 17,277          $ 2,019            13.2 %
Interest Income on Vacation Interval
 receivables, rental and service fee
 income, and other income ..........                4,741             5,593              852            18.0%
                                                 --------          --------         --------
     Total .........................               19,999            22,870            2,871            14.4%

Costs and operating expenses:
Cost of Vacation Interval sales ....                4,272             4,235              (37)           (0.9)%
Provision for doubtful accounts.....                1,341             1,531              190            14.2%
Advertising, sales and marketing....                7,381             8,143              762            10.3%
Maintenance and energy .............                2,824             3,114              290            10.3%
General and administrative..........                2,569             2,902              333            13.0%
Depreciation and amortization.......                  243               367              124            51.0%
Amortization of goodwill............                  168               150              (18)          (10.7)%
Provision for loss on sale of land
  held for sale.....................                   --             6,200            6,200           100.0%
                                                  --------         --------         --------
     Total .........................               18,798            26,642            7,844            41.7%
                                                 --------          --------         --------

Operating income (loss).............             $  1,201          $ (3,772)        $ (4,973)         (414.1)%
                                                 ========          ========         ========

</TABLE>



     Vacation Interval sales increased by approximately $2.0 million,  or 13.2%,
from  approximately  $15.3  million for the three  months ended June 30, 1999 to
approximately  $17.3 million for the three months ended June 30, 2000.  Vacation
Interval  sales  increased  primarily as the weeks sold increased 199, or 16.5%,
from  1,204 to  1,403  for the  three  months  ended  June  30,  1999 and  2000,
respectively.

     Provision for doubtful accounts increased by approximately $0.2 million, or
14.2%, from approximately $1.3 million for the three months ended June 30, 1999,
to  approximately  $1.5 million for the three  months ended June 30, 2000.  This
increase is in response  to an  increase  in  customer  financing  in the second
quarter of 2000 compared to the prior year second quarter.  The Company computes
a provision  for doubtful  accounts to achieve a balance sheet reserve of around
12% of Vacation  Interval  receivables.  The Company  believes that this reserve
provides adequate coverage of default risk under current market conditions.

     Advertising,  sales and  marketing  expense  increased  approximately  $0.7
million,  or 10.3%, from  approximately  $7.4 million for the three months ended
June 30,  1999,  to  approximately  $8.1 million for three months ended June 30,
2000. The acquisition of Cimarron  accounted for  approximately  $0.3 million of
this  increase.  Increased  sales  commissions,  sales  promotions and marketing
programs  associated  with higher  sales levels  contributed  to the increase as
well. As a percent of sales, advertising, sales and marketing decreased 1.2% for
the three months  ending June 30, 2000  compared to the same period in the prior
year.

     Maintenance and energy expenses increased  approximately  $0.3 million,  or
10.3%, from approximately $2.8 million for the three months ended June 30, 1999,
to  approximately  $3.1 million for the three  months  ended June 30, 2000.  The
increase in expenses was caused by acquisitions after the second quarter of 1999
of Villa Vera units in Mexico and Westin units in Whiski Jack.

     General and administrative  expenses increased  approximately $0.3 million,
or 13.0%,  from  approximately  $2.6 million for the three months ended June 30,
1999,  to  approximately  $2.9 million for the three months ended June 30, 2000.
Cimarron accounted for approximately $0.1 million of this increase.

                                       17
<PAGE>
     The Company  recorded an estimated  provision for net loss on land held for
sale in the second  quarter of 2000.  Its  Cozumel  property  in Mexico  will no
longer be used for timeshare  development.  The Company  anticipates the sale of
Cozumel to be finalized in the third quarter of 2000.

     Interest  expense was  approximately  $1.0 million more in the second three
months of 2000 as compared to the second three  months of 1999 due  primarily to
interest costs  associated with a higher level of debt outstanding and increased
average interest rates between the periods.  Average debt outstanding  increased
$25.8 million between  periods,  while the average interest rates increased from
12.9% to 13.4% for June 1999 and June 2000, respectively.

     Foreign currency  exchange loss totaled  approximately  $1.8 million during
the second three months of 2000 compared to a loss of approximately $0.7 million
during the second three months of 1999. The increase in the loss between periods
occurred due to a weaker peso against the U.S. dollar during the three months of
2000 compared to the comparable prior year period.

MEXICO'S INFLATION AND CURRENCY CHANGES

     Management  believes that in  interpreting  the  comparisons of operational
results discussed above, two factors are of importance:  currency exchange rates
and  inflation.  Changes in costs  between  prior year and current  year periods
could be the result of  increases  or  decreases  in the peso  exchange  rate or
inflation in Mexico.  In particular,  the average monthly peso exchange rate for
the three months ended June 30, 2000 was nearly  unchanged  when compared to the
average  monthly peso exchange rate for the three months ended June 30, 1999. In
addition,  the Company  estimates that inflation in Mexico was  approximately 9%
since June 1999.  Expenditures in Mexico for  advertising,  sales and marketing,
maintenance  and  energy,  and  for  general  and  administrative  expenses  are
primarily  settled in pesos,  and were  negatively  impacted  by the  effects of
inflation.

COMPARISONS  OF JUNE 30, 2000 BALANCE SHEET AMOUNTS TO DECEMBER 31, 1999 BALANCE
SHEET AMOUNTS

     Vacation  Interval  receivables  and  other  trade  receivables   increased
approximately $4.3 million from  approximately  $61.2 million as of December 31,
1999 to  approximately  $65.5  million  as of June 30,  2000.  The  increase  in
Vacation  Interval  receivables is related to the increase in the level of sales
financing with  approximately  1,000 additional  loans.  Other trade receivables
increased due to the annual service fee billings during the first half of 2000.

     Cost of unsold vacation  ownership  intervals and related club  memberships
(unit inventory)  decreased  approximately $2.9 million from approximately $23.6
million as of December 31, 1999 to  approximately  $20.7  million as of June 30,
2000.  The sale of units reduced unit inventory by  approximately  $8.4 million,
which was offset by  purchases  by Whiski Jack in Canada of  approximately  $4.3
million,  and the  remainder  primarily  for  reinstatement  of  inventory  from
defaulting owners in Mexico.

     Exclusivity  agreement  and other  intangibles  were recorded in the second
quarter in  conjunction  with the  entering  into the Cimarron  Resorts  Project
Development,  Management and Sales Agreement with Royale Mirage  Partners,  L.P.
See footnote 1 "GENERAL  INFORMATION  - Cimarron  Resorts  Project  Development,
Management and Sales Agreement" for a discussion of this transaction.

     Accounts  payable  and accrued  liabilities  increased  approximately  $4.0
million  from   approximately   $14.1   million  as  of  December  31,  1999  to
approximately  $18.1  million  as of June  30,  2000.  The  Cimarron  operations
increased   accounts   payable  and  accrued   liabilities   by  $3.1   million.
Additionally,  Mexico  received a $1.8 million  advance  relating to the pending
sale of Cozumel.

     Refundable  Mexican taxes  decreased $1.9 million from $4.5 million to $2.6
million primarily due to receipt of a refund relating to prior year taxes paid.

     Unearned   service   fees   increased   approximately   $2.6  million  from
approximately $2.0 million as of December 31, 1999 to approximately $4.6 million
as of June 30, 2000. This balance was higher at the end of June 2000 as compared
to December 1999 because a majority of the related fees are  typically  invoiced
at the beginning of each year and then earned during the remainder of that year.

     Land  held for sale at June 30,  2000  relates  to the  Cozumel  land.  The
Company is  finalizing  the sale of the Cozumel  land that  should be  completed
during the third quarter of 2000.  The Company  reported a provision for loss

                                       18
<PAGE>
on the sale of land held for sale of approximately $6.2 million. The sale of the
Cozumel property was done as the Company  determined it would not proceed with a
timeshare development at this site.

LIQUIDITY AND CAPITAL RESOURCES

     The  Company  generates  cash  for  operations  primarily  from the sale of
Vacation  Intervals,  receipt of payments on the Vacation Interval  receivables,
and the receipt of service fees charged to members.  With respect to the sale of
Vacation  Intervals,  the Company  generates  cash from all-cash  sales and from
receipt of down payments on financed Vacation Interval sales.

     The Company generates cash through principal  collected and interest income
from financing Vacation Interval receivables generated through Vacation Interval
sales.   Additionally,   the  Company  uses  Vacation  Interval  receivables  as
collateral  in order to obtain  loans.  At June 30, 2000,  the Company had $68.1
million of Vacation Interval  receivables of which  approximately (i) 58% of all
of the Vacation  Interval  receivables were U.S. or Canadian dollar  denominated
(ii) 32% of all Vacation  Interval  receivables  were  denominated in UDI's,  an
obligation  denominated  in pesos which is adjusted for Mexican  inflation,  and
(iii) 10% of all Vacation Interval receivables were denominated in pesos.

     As of June 30, 2000 and December 31, 1999, the Company had outstanding $100
million of 13% Senior Notes due 2004.  Under the FINOVA credit line  ("FINOVA"),
$22.1 million and $24.9 million was outstanding with approximate  interest rates
of 11.5% and 10.6% at June 30, 2000 and  December 31,  1999,  respectively.  The
Textron credit line had an outstanding  balance of $9.4 million and $7.1 million
with  interest  rates of 11.5% and 10.5% at June 30, 2000 and December 31, 1999,
respectively.  The Bancomer  loan,  which bears an interest  rate of 12%, had an
outstanding  balance  of $5.4  million  and $6.8  million  at June 30,  2000 and
December 31, 1999, respectively.  Financial Institution debt, which bore average
interest rates of 10.6% and 9.6%, had  outstanding  balances of $4.6 million and
$3.2 million at June 30, 2000 and December  31,  1999,  respectively.  Mortgages
payable  had an  outstanding  balance of $3.9  million  and $3.4  million,  with
interest  rates of 10.8%  and  10.7% at June 30,  2000 and  December  31,  1999,
respectively.

     The Company's borrowing capacity under the FINOVA credit facility currently
includes a $20 million  accounts  receivable  based credit  facility and a $16.5
million  inventory  based  non-revolving  line of credit;  the  combined  credit
facility  provides an aggregate  borrowing  limit of $34 million.  The Company's
borrowing capacity under the Textron credit facility is $10 million. The Company
estimates that based on Vacation  Interval  receivables  not currently  pledged,
approximately  $2.0 million at June 30, 2000 was available  for borrowing  under
the  credit  facilities,  $1.4  million  and $0.6  million  under the Finova and
Textron lines of credit, respectively.

     Additionally,  as part of the Teton Club financing arrangement with FINOVA,
the Company is directly  obligated  for $8.3 million of the  construction  loan,
$1.9  million  of the  pre-sale  working  capital  loan and $5.0  million of the
receivables  loan, and is also  responsible for any working capital  deficits at
the Teton Club.

     The  Company  intends to pursue a  growth-oriented  strategy.  From time to
time, the Company may acquire, among other things, additional vacation ownership
properties,  resorts and completed  vacation  ownership  units,  land upon which
additional  vacation  ownership  resorts may be built (which may require capital
expenditures by the Company) and/or other  operations in the vacation  ownership
industry.  The  Company  is  evaluating  certain  resort  asset  acquisition  or
development  opportunities,  but  it  currently  has  no  contracts  or  capital
commitments  relating to any potential  acquisitions or developments  other than
those discussed below.  However,  the Company is actively pursuing financing for
development  of the Los Cabos  land.  In  addition,  the  Company is  evaluating
several  strategic  partnership  opportunities,  but it  likewise  has  no  firm
agreements relating to any such potential strategic partnership opportunities.

     To finance  its growth  strategy,  in addition  to  accessing  its lines of
credit, the Company may from time to time consider issuing debt, equity or other
securities,   entering  into  traditional   construction   financing  or  credit
agreements,  entering into joint venture or development  agreements with respect
to its undeveloped  property,  or  hypothecating  additional  Vacation  Interval
receivables. The Company is highly leveraged and, under the Indenture, there are
limitations  on the  Company's  ability to borrow funds and make certain  equity
investments.  Additionally,  the Company is required under the credit agreements
to maintain  certain  financial  covenants,  including  minimum  equity  levels.
Accordingly, there can be no assurance that the Company will be able to use debt
to  finance  any  expansion  plans  beyond  its  plans to  finance  its  current
commitments.

                                       19
<PAGE>

     At June 30, 2000, the Company had remaining developed inventory of Vacation
Interval weeks of 3,222 at Club Regina and 1,397 at Whiski Jack, or 13% and 14%,
respectively,  of the total weeks available. The Company's existing inventory in
Mexico will provide it with  approximately  nine months of product available for
sale.  However,  under the Cimarron  agreement,  Club Regina will have available
two-bedroom  inventory from Cimarron  Resorts to sell as Club Regina  inventory.
Including the Vacation Interval inventory to be made available for sales by Club
Regina effective as of July 2000 under the Cimarron Resorts Project Development,
Management and Sales Agreement,  the remaining  Vacation  Interval  inventory of
total weeks for Club Regina would have been 17% as of June 30, 2000. The Company
plans to  increase  its  Vacation  Interval  inventory  through  development  of
additional  properties  and making  acquisitions  in the short  term,  including
developing the Teton Club joint venture,  acquiring intervals under the Cimarron
project development,  management and sales agreement, developing its land in Los
Cabos, and making acquisitions in Mexico, the United States and Canada.

     The Company  believes that its current  financial  position plus borrowings
available under the credit  agreements  will satisfy its currently  planned 2000
capital   expenditures  of  approximately   $10.9  million.   The  2000  planned
expenditures include the development activities in Los Cabos and the purchase of
Vacation  Interval  inventory  in  Whistler,  British  Columbia.  The Los  Cabos
development will require project  financing  before  development can proceed and
the  Company  is  negotiating   for  such   financing  with  Mexican   financial
institutions. However, no commitment has been received from such institutions.

     At June  30,  2000,  the  Company  is,  and  will  continue  to be,  highly
leveraged, with substantial debt service requirements.  A significant portion of
the Company's assets is pledged against existing  borrowings.  The Company has a
shareholder's  deficit,  has incurred  losses since its inception and expects to
incur a net loss for fiscal 2000. To achieve profitable operations,  the Company
is  dependent on a number of factors,  including  its ability to reduce its debt
service  requirements,  to increase  its  Vacation  Interval  inventory  through
development  projects and through the acquisition of existing resort properties,
and its ability to continually sell Vacation  Intervals on an economical  basis,
taking into account the cost of such intervals and related marketing and selling
expenses.  The Company expects that its existing  credit capacity  combined with
additional credit capacity which must be negotiated during 2000 and 2001 will be
required to enable the Company to meet its debt service  obligations,  including
interest  payments on its Senior Notes through the second  quarter of 2001.  The
Company also expects to be able to fund capital  requirements  from  anticipated
capital project financings, which have not yet been negotiated.  However, should
the Company not be able to successfully  negotiate  additional  credit capacity,
there  is no  assurance  that  the  Company  would  be able  to meet  all of its
short-term debt service obligations.  The Company has historically incurred debt
and  issued  equity  securities  to fund  negative  cash  flows  from  operating
activities and to make the payments on previously incurred debt obligations.

     In the  short-term,  the Company is working to increase  liquidity  through
hypothecation  of  its  receivables.   The  Company  anticipates  it  will  need
approximately  $8.2 million in new working  capital  borrowings over the next 12
months.  This will include expanding  capacity under its current facilities and,
if necessary,  obtaining credit lines from new sources.  Emphasis will be placed
on the level of  hypothecation  of loans  from  Mexican  buyers  of Club  Regina
Vacation  Intervals.  These  receivables are denominated in US dollars,  Mexican
pesos and Mexican  UDI's.  Currently  the Company has a $10 million  receivables
hypothecation  facility with Textron.  The receivable  pool,  which provides the
collateral  for the  Textron  facility,  is large  enough  to  support a loan of
approximately $20.5 million at the current Textron advance rate. The Company has
begun  discussions with Textron  regarding the expansion of this credit facility
to $15 or $20 million and  anticipates  that the facility will be expanded prior
to the December 1st, 2000 and June 1st, 2001 Senior Notes interest payments.

     On a long-term  basis,  the Company has debt  maturities of $21.5  million,
$2.4 million,  $0.2 million,  $100.4 and $3.1 million in 2001,  2002, 2003, 2004
and thereafter, respectively. In order to meet obligations in the long-term, the
Company will need to achieve  profitable  operations,  reduce its high  leverage
position  and expand its  current  credit  facilities.  Should the  Company  not
achieve one or more of these  requirements the Company's  ability to continue to
operate would be jeopardized.

     The Company is working to reduce its high  leverage  position.  The Company
believes  that there are several  opportunities  that may  facilitate  a capital
restructuring.   While  the   Company   intends  to   continue  to  pursue  such
opportunities, there can be no assurance that a capital restructuring will occur
during the next year.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Not applicable

                                       20
<PAGE>
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

    None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

    None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

    None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    None


ITEM 5. OTHER INFORMATION

    None


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

    The following is a list of exhibits filed as part of this quarterly report.

  Exhibit No.            Description

     27.1        --   Financial Data Schedule


(b)  Reports on Form 8-K.

    None

                                       21
<PAGE>

                                   SIGNATURES


     Pursuant  to  the   requirements   of  the  Securities  Act  of  1934,  the
Registrants,  Raintree Resorts International, Inc. and CR Resorts Capital, S. de
R.L. de C.V.,  have duly caused this report to be signed on their  behalf by the
undersigned, thereunto duly authorized.


                                      RAINTREE RESORTS INTERNATIONAL, INC.
                                      CR RESORTS CAPITAL, S.  DE  R.L.  DE  C.V.




Date October 18, 2000                    By:  /s/ George E. Aldrich
                                           --------------------------
                                               George E. Aldrich
                                          Senior Vice President - Finance
                                                and Accounting
                                           (Principal Accounting Officer)






                                       22
<PAGE>

                                  EXHIBIT INDEX


  Exhibit No.            Description



     27.1        --   Financial Data Schedule



                                       23
<PAGE>