SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 10-Q


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


                  For the Quarter Ended September 30, 2002

                   _______________________________________

Commission           Registrant; State of Organization;      IRS Employer
 File No.              Address and Telephone Number       Identification No.
----------           ----------------------------------   ------------------

 1-14507             Boston Celtics Limited Partnership        04-3416346
                      (a Delaware limited partnership)
              151 Merrimac Street, Boston, Massachusetts  02114
                               (617) 523-6050
 1-9324            Boston Celtics Limited Partnership II       04-2936516
                      (a Delaware limited partnership)
              151 Merrimac Street, Boston, Massachusetts  02114
                               (617) 523-6050

Indicate by checkmark 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 and (2) has been subject to such filing
requirements for the past 90 days.
                           Yes   [X]      No   [ ]

As of September 30, 2002, there were 2,703,664 Units outstanding of Boston
Celtics Limited Partnership, and 2,703,664 units representing limited
partnership interests outstanding of Boston Celtics Limited Partnership II.


<PAGE>


                       Part I - Financial Information

ITEM 1 - Financial Statements

                     BOSTON CELTICS LIMITED PARTNERSHIP
                              and Subsidiaries
                    Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                   September 30,        June 30,
                                                       2002               2002
                                                   -------------        --------
                                                   (Unaudited)


                                                <c>               <c>
                                   ASSETS
CURRENT ASSETS
  Cash and cash equivalents                        $ 11,811,699      $  3,499,387
  Short-term investments                             28,600,000        28,400,000
  Prepaid expenses and other current assets             204,516            28,467
                                                   ------------      ------------
TOTAL CURRENT ASSETS                                 40,616,215        31,927,854

PROPERTY AND EQUIPMENT, net                               5,806             6,696
OTHER ASSETS                                            174,454           252,071
                                                   ------------      ------------
                                                   $ 40,796,475      $ 32,186,621
                                                   ============      ============

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES
  Accounts payable and other current liabilities   $    328,963      $    125,445
  Accrued interest                                      811,099
  Federal and state income taxes payable              1,162,280         1,162,280
  Notes payable to bank - current portion                              10,000,000
                                                   ------------      ------------
TOTAL CURRENT LIABILITIES                             2,302,342        11,287,725

DEFERRED FEDERAL AND STATE INCOME TAXES               9,710,875         9,710,875
SUBORDINATED DEBENTURES                              34,743,612        34,636,305
INVESTMENT IN CAPITAL DEFICIENCY OF CELTICS
 BASKETBALL HOLDINGS, L.P.                           43,547,471        22,853,519

PARTNERS' CAPITAL (DEFICIT)
  Boston Celtics Limited Partnership -
    General Partner                                     135,961           165,699
    Limited Partners                                (49,498,040)      (46,553,948)
                                                   ------------      ------------
                                                    (49,362,079)      (46,388,249)
  Boston Celtics Limited Partnership II -
   General Partner                                     (271,681)         (246,426)
  Celtics Limited Partnership - General Partner         125,935           332,872
                                                   ------------      ------------
TOTAL PARTNERS' CAPITAL (DEFICIT)                   (49,507,825)      (46,301,803)
                                                   ------------      ------------
                                                   $ 40,796,475      $ 32,186,621
                                                   ============      ============
</TABLE>

See notes to condensed consolidated financial statements.


<PAGE>  1


                     BOSTON CELTICS LIMITED PARTNERSHIP
                              and Subsidiaries
               Condensed Consolidated Statements of Operations
                                  Unaudited

<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                         -------------------------------
                                                         September 30,     September 30,
                                                             2002              2001
                                                         -------------     -------------


                                                      <c>               <c>
Costs and expenses:
  General and administrative                             $  (716,320)      $  (610,494)
  Depreciation and amortization                              (78,505)          (20,211)
                                                         -----------       -----------
                                                            (794,825)         (630,705)
Equity in net loss of Celtics Basketball
 Holdings, L.P.                                           (1,370,425)       (1,448,802)
Interest expense                                          (1,000,590)       (1,106,086)
Interest income                                              153,051           319,763
                                                         -----------       -----------
Net loss                                                  (3,012,789)       (2,865,830)
Net loss applicable to interests of General Partners         (68,697)          (69,541)
                                                         -----------       -----------

Net loss applicable to interests of Limited Partners     $(2,944,092)      $(2,796,289)
                                                         ===========       ===========

Net loss per unit                                        $     (1.09)      $     (1.03)

Weighted average units outstanding                         2,703,664         2,703,664
</TABLE>

See notes to condensed consolidated financial statements.


<PAGE>  2


                     BOSTON CELTICS LIMITED PARTNERSHIP
                              and Subsidiaries
               Condensed Consolidated Statements of Cash Flows
                                  Unaudited

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                         ----------------------------------
                                                          September 30,       September 30,
                                                              2002                2001
                                                          -------------       -------------


                                                      <c>                 <c>
CASH FLOWS USED IN OPERATING ACTIVITIES
  General and administrative expenses                    $    (671,260)      $   (753,802)
  Interest expense                                            (105,496)          (187,833)
  Interest income                                              158,774            361,981
                                                         -------------       ------------
NET CASH FLOWS USED IN OPERATING ACTIVITIES                   (617,982)          (579,654)

CASH FLOWS USED IN INVESTING ACTIVITIES
  Purchases of short-term investments                     (112,100,000)       (90,900,000)
  Proceeds from sales of short-term investments            111,900,000         90,500,000
  Other receipts (expenditures)                                                    11,342
                                                         -------------       ------------
NET CASH FLOWS USED IN INVESTING ACTIVITIES                   (200,000)          (388,658)

CASH FLOWS FROM FINANCING ACTIVITIES
  Repayment of notes payable to bank                       (10,000,000)
  Cash distribution from Celtics Basketball
   Holdings, L.P.                                           19,323,527
  Cash distribution by Celtics Limited
   Partnership to Boston Celtics Corporation
   (General Partner's share)                                  (193,233)
                                                         -------------       ------------
NET CASH FLOWS FROM FINANCING ACTIVITIES                     9,130,294                 --
                                                         -------------       ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         8,312,312           (968,312)
  Cash and cash equivalents at beginning of period           3,499,387          3,062,645
                                                         -------------       ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD               $  11,811,699      $   2,094,333
                                                         =============      =============

NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Amortization of original issue discount on
   Subordinated Debentures                               $     107,307      $     105,987
</TABLE>


See notes to condensed consolidated financial statements.


<PAGE>  3


                     BOSTON CELTICS LIMITED PARTNERSHIP
                              and Subsidiaries
            Notes to Condensed Consolidated Financial Statements

Note 1 - The condensed consolidated financial statements include the
accounts of Boston Celtics Limited Partnership ("BCLP," the "Partnership")
and its majority-owned and controlled subsidiaries and partnerships.

BCLP is a Delaware limited partnership that was formed on April 13, 1998 in
connection with a reorganization of Boston Celtics Limited Partnership II
("BCLP II").  Pursuant to the reorganization of BCLP II (the
"Reorganization"), which was completed on June 30, 1998, BCLP owns a 99%
limited partnership interest in BCLP II.  In addition, BCLP, through its
subsidiaries, holds certain investments, including a 48.3123% limited
partnership investment in Celtics Basketball Holdings, L.P., ("Celtics
Basketball Holdings") which, through Celtics Basketball, L.P. ("Celtics
Basketball"), its 99.999% subsidiary partnership, owns and operates the
Boston Celtics professional basketball team (the "Boston Celtics") of the
National Basketball Association (the "NBA").  BCLP's investment in Celtics
Basketball Holdings is accounted for on the equity method and, accordingly,
the investment is carried at cost, increased by equity in the earnings of
Celtics Basketball Holdings and reduced by distributions received.

Note 2 - The unaudited interim condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial statements and with instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of management,
all adjustments (consisting of normal recurring accruals) necessary for a
fair presentation have been included therein.  Operating results for interim
periods are not indicative of the results that may be expected for the full
year.  Such financial statements should be read in conjunction with the
consolidated financial statements and footnotes thereto of BCLP and its
subsidiaries included in the annual report on Form 10-K for the year ended
June 30, 2002.

Note 3 - The components of comprehensive income (loss) are as follows:

<TABLE>
<CAPTION>
                                                    Three Months Ended
                                             -------------------------------
                                             September 30,     September 30,
                                                 2002              2001
                                             -------------     -------------


                                          <c>               <c>
Net loss                                     $(3,012,789)      $(2,865,830)
Unrealized loss on interest rate cap
 agreement                                                         (25,528)
                                             -----------       -----------
Total comprehensive loss                     $(3,012,789)      $(2,891,358)
                                             ===========       ===========
</TABLE>

Note 4 - BCLP, through its subsidiary partnerships and corporations, owns a
48.3123% limited partnership interest in Celtics Basketball Holdings.
Celtics Basketball Holdings, through Celtics Basketball, owns and operates
the Boston Celtics.  BCLP's investment in Celtics Basketball Holdings is
accounted for on the equity method.  Summary statement of operations data
for Celtics Basketball Holdings for the three months ended September 30,
2002 and 2001 is as follows:

<TABLE>
<CAPTION>
                                                    Three Months Ended
                                             -------------------------------
                                             September 30,     September 30,
                                                 2002              2001
                                             -------------     -------------


                                          <c>               <c>
Total costs and expenses                     $(2,327,000)      $(2,206,000)
Interest income (expense), net                  (510,000)         (793,000)
                                             -----------       -----------
Net loss                                     $(2,837,000)      $(2,999,000)
                                             ===========       ===========
</TABLE>

Note 5 - On September 27, 2002, Celtics Basketball, the Partnership's 48.3%
owned, indirect subsidiary, entered into an Asset Purchase and Sale
Agreement with Lake Carnegie, LLC (the "Asset Purchase Agreement"), pursuant
to which Lake Carnegie, LLC ("Lake Carnegie") will pay to Celtics Basketball
an aggregate amount of $360 million in cash consideration for all assets
relating to the Boston Celtics (of which $50 million will be used to repay
outstanding bank borrowings) and will assume the liabilities relating to the
Boston Celtics.  The transaction is subject to National Basketball
Association approval and customary closing conditions.  The transaction is
expected to close before December 31, 2002.


<PAGE>  4


                     BOSTON CELTICS LIMITED PARTNERSHIP
                              and Subsidiaries
      Notes to Condensed Consolidated Financial Statements (continued)

Note 6 - In July and August 1998, four separate class action complaints (the
"Complaints") were filed by Unitholders in the Court of Chancery of the
State of Delaware in and for New Castle County against BCLP II, Celtics,
Inc., Paul E. Gaston, Don F. Gaston, Paula B. Gaston, John H.M. Leithead and
John B. Marsh III, each a director or former director of Celtics, Inc.  The
named plaintiffs, each of whom purported to bring their individual actions
on behalf of themselves and others similarly situated, are Kenneth L.
Rilander, Harbor Finance Partners, Maryann Kelly and Kathleen Kruse Perry.
Each of the Complaints alleges, among other things, that the Reorganization
was unfair to former BCLP II Unitholders, and seeks to recover an
unspecified amount of damages, including attorneys' and experts' fees and
expenses.  BCLP II filed a Motion to Dismiss the complaint filed by Mr.
Rilander on July 29, 1998, and discovery in that case has been stayed by
agreement of the parties.  The Complaints have been consolidated.  On August
6, 1999, the Court of Chancery issued an opinion granting in part, and
denying in part, BCLP II's Motion to Dismiss, and on September 3, 1999, the
plaintiffs filed an amended consolidated Complaint.  On October 1, 1999,
BCLP II filed an answer to the Complaint.

On October 2, 2002, a class action complaint (the "2002 Complaint") was
filed by Unitholders in the Court of Chancery of the State of Delaware in
and for New Castle County against BCLP, BCLP GP, Inc., Paul E. Gaston,
Richard G. Pond, Don F. Gaston, Paula B. Gaston, John B. Marsh III, Tedmund
W. Pryor and David A. Splaine, each a director or officer of BCLP GP, Inc.
The named plaintiff, who purported to bring its individual action on behalf
of itself and others similarly situated, is Breakwater Partners, LP.  The
2002 Complaint alleges, among other things, that the proposed sale of assets
and liabilities of the Boston Celtics as described in Note 5 above is
structured in a manner that is unfair to BCLP Unitholders, and seeks to
recover an unspecified amount of damages, including attorneys' and experts'
fees and expenses, and to obtain appropriate injunctive or rescissionary
relief.

Although the ultimate outcome of the Complaint and the 2002 Complaint cannot
be determined at this time, management of the Partnership does not believe
that the outcome of these proceedings will have a material adverse effect on
the Partnership's financial position or results of operations.


<PAGE>  5


                    BOSTON CELTICS LIMITED PARTNERSHIP II
                              and Subsidiaries
                    Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                               September 30,        June 30,
                                                   2002               2002
                                               -------------        --------
                                               (Unaudited)


                                            <c>               <c>
                                   ASSETS
CURRENT ASSETS
  Cash and cash equivalents                    $  6,937,014      $  1,188,529
  Prepaid expenses and other current assets         176,415            12,000
                                               ------------      ------------
TOTAL CURRENT ASSETS                              7,113,429         1,200,529

PROPERTY AND EQUIPMENT, net                           1,306             1,696
OTHER ASSETS                                                           56,104
                                               ------------      ------------
                                               $  7,114,735      $  1,258,329
                                               ============      ============

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES
  Accounts payable and other current
   liabilities                                 $     10,911      $     34,225
  Accrued interest                                  811,099
  Federal and state income taxes payable            513,201           513,201
  Notes payable to bank - current portion                          10,000,000
                                               ------------      ------------
TOTAL CURRENT LIABILITIES                         1,335,211        10,547,426

DEFERRED FEDERAL AND STATE INCOME TAXES           6,812,105         6,812,105
NOTE PAYABLE TO RELATED PARTY                                       3,000,000
DUE TO RELATED PARTY                              4,800,000         4,800,000
SUBORDINATED DEBENTURES                          34,743,612        34,636,305
INVESTMENT IN CAPITAL DEFICIENCY OF CELTICS
 BASKETBALL HOLDINGS, L.P.                       43,547,471        22,853,519

PARTNERS' CAPITAL (DEFICIT)
  Boston Celtics Limited Partnership II -
    General Partner                                (271,681)         (246,426)
    Limited Partner                             (83,978,781)      (81,478,542)
                                               ------------      ------------
                                                (84,250,462)      (81,724,968)
  Celtics Limited Partnership -
   General Partner                                  125,935           332,872
  Celtics Pride GP - General Partner                    863             1,070
                                               ------------      ------------
TOTAL PARTNERS' CAPITAL (DEFICIT)               (84,123,664)      (81,391,026)
                                               ------------      ------------
                                               $  7,114,735      $  1,258,329
                                               ============      ============
</TABLE>

See notes to condensed consolidated financial statements.


<PAGE>  6


                    BOSTON CELTICS LIMITED PARTNERSHIP II
                              and Subsidiaries
               Condensed Consolidated Statements of Operations
                                  Unaudited

<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                         -------------------------------
                                                         September 30,     September 30,
                                                             2002              2001
                                                         -------------     -------------


                                                      <c>               <c>
Costs and expenses:
  General and administrative                             $   (59,014)      $   (63,433)
  Amortization                                               (68,104)          (17,026)
                                                         -----------       -----------
                                                            (127,118)          (80,459)
Equity in net loss of Celtics Basketball
 Holdings, L.P.                                           (1,370,425)       (1,448,802)
Interest expense                                          (1,050,932)       (1,171,711)
Interest income                                                9,263             5,677
                                                         -----------       -----------
Net loss                                                  (2,539,212)       (2,695,295)
Net loss applicable to interests of General Partners         (38,973)          (41,311)
                                                         -----------       -----------

Net loss applicable to interest of Limited Partner       $(2,500,239)      $(2,653,984)
                                                         ===========       ===========
</TABLE>

See notes to condensed consolidated financial statements.


<PAGE>  7


                    BOSTON CELTICS LIMITED PARTNERSHIP II
                              and Subsidiaries
               Condensed Consolidated Statements of Cash Flows
                                  Unaudited

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                         --------------------------------
                                                         September 30,      September 30,
                                                             2002               2001
                                                         -------------      -------------


                                                      <c>                <c>
CASH FLOWS USED IN OPERATING ACTIVITIES
  General and administrative expenses                    $   (235,041)      $  (238,100)
  Interest expense                                           (155,838)         (187,833)
  Interest income                                               9,263             5,734
                                                         ------------       -----------
NET CASH FLOWS USED IN OPERATING ACTIVITIES                  (381,616)         (420,199)

CASH FLOWS FROM FINANCING ACTIVITIES
  Repayment of notes payable to bank                      (10,000,000)
  Repayment of note payable to related party               (3,000,000)
  Cash distribution from Celtics Basketball
   Holdings, L.P.                                          19,323,527
  Cash distribution by Celtics Limited Partnership
   to Boston Celtics Corporation
   (General Partner's share)                                 (193,233)
  Cash distribution by Celtics Pride GP to Celtics
   Capital Corporation (General Partner's share)                 (193)
                                                         ------------       -----------
NET CASH FLOWS FROM FINANCING ACTIVITIES                    6,130,101                --
                                                         ------------       -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS        5,748,485          (420,199)
  Cash and cash equivalents at beginning of period          1,188,529           839,962
                                                         ------------       -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD               $  6,937,014       $   419,763
                                                         ============       ===========

NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Amortization of original issue discount on
   Subordinated Debentures                               $    107,307       $   105,987
</TABLE>

See notes to condensed consolidated financial statements.


<PAGE>  8


                    BOSTON CELTICS LIMITED PARTNERSHIP II
                              and Subsidiaries
            Notes to Condensed Consolidated Financial Statements

Note 1 - The condensed consolidated financial statements include the
accounts of Boston Celtics Limited Partnership II ("BCLP II," the
"Partnership") and its majority-owned and controlled subsidiaries and
partnerships.  All intercompany transactions are eliminated in
consolidation.

Pursuant to a reorganization of its partnership structure that was completed
on June 30, 1998 (the "Reorganization"), the Partnership's name was changed
to Boston Celtics Limited Partnership II.  As a result of the
Reorganization, the Partnership's 99% limited partnership interest is owned
by Boston Celtics Limited Partnership (a Delaware limited partnership).

Prior to the Reorganization, BCLP II, through its subsidiaries, owned and
operated the Boston Celtics professional basketball team (the "Boston
Celtics") of the National Basketball Association (the "NBA") and held
investments.  The Boston Celtics were owned by Celtics Limited Partnership
("CLP"), in which BCLP II has a 99% limited partnership interest.

Upon completion of the Reorganization, the Boston Celtics are owned and
operated by Celtics Basketball, L.P. ("Celtics Basketball"), a 99.999%
subsidiary of Celtics Basketball Holdings, L.P. ("Celtics Basketball
Holdings").  BCLP II, through its subsidiaries, holds certain investments,
including a 48.3123% limited partnership investment in Celtics Basketball
Holdings.  Accordingly, BCLP II's interest in the accounts and operations of
the Boston Celtics is reflected in its investment in Celtics Basketball
Holdings, which is accounted for on the equity method.  Accordingly, the
investment is carried at cost, increased by equity in the earnings of
Celtics Basketball Holdings and reduced by distributions received.

Note 2 - The unaudited interim condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial statements and with instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of management,
all adjustments (consisting of normal recurring accruals) necessary for a
fair presentation have been included therein.  Operating results for interim
periods are not indicative of the results that may be expected for the full
year.  Such financial statements should be read in conjunction with the
consolidated financial statements and footnotes thereto of BCLP II and
Subsidiaries included in the annual report on Form 10-K for the year ended
June 30, 2002.

Note 3 - The components of comprehensive income (loss) are as follows:

<TABLE>
<CAPTION>
                                                    Three Months Ended
                                             -------------------------------
                                             September 30,     September 30,
                                                 2002              2001
                                             -------------     -------------


                                          <c>               <c>
Net loss                                     $(2,539,212)      $(2,695,295)
Unrealized loss on interest rate cap
 agreement                                                         (25,528)
                                             -----------       -----------
Total comprehensive loss                     $(2,539,212)      $(2,720,823)
                                             ===========       ===========
</TABLE>

Note 4 - BCLP II, through its subsidiary partnerships and corporations, owns
a 48.3123% limited partnership interest in Celtics Basketball Holdings.
Celtics Basketball Holdings, through Celtics Basketball, owns and operates
the Boston Celtics.  BCLP II's investment in Celtics Basketball Holdings is
accounted for on the equity method.  Summary statement of operations data
for Celtics Basketball Holdings for the three months ended September 30,
2002 and 2001 is as follows:

<TABLE>
<CAPTION>
                                                    Three Months Ended
                                             -------------------------------
                                             September 30,     September 30,
                                                 2002              2001
                                             -------------     -------------


                                          <c>               <c>
Total costs and expenses                     $(2,327,000)      $(2,206,000)
Interest income (expense), net                  (510,000)         (793,000)
                                             -----------       -----------
Net loss                                     $(2,837,000)      $(2,999,000)
                                             ===========       ===========
</TABLE>


<PAGE>  9


                    BOSTON CELTICS LIMITED PARTNERSHIP II
                              and Subsidiaries
      Notes to Condensed Consolidated Financial Statements (continued)

Note 5 - On September 27, 2002, Celtics Basketball, the Partnership's 48.3%
owned, indirect subsidiary, entered into an Asset Purchase and Sale
Agreement with Lake Carnegie, LLC (the "Asset Purchase Agreement"), pursuant
to which Lake Carnegie, LLC ("Lake Carnegie") will pay to Celtics Basketball
an aggregate amount of $360 million in cash consideration for all assets
relating to the Boston Celtics (of which $50 million will be used to repay
outstanding bank borrowings) and will assume the liabilities relating to the
Boston Celtics.  The transaction is subject to National Basketball
Association approval and customary closing conditions.  The transaction is
expected to close before December 31, 2002.

Note 6 - In July and August 1998, four separate class action complaints (the
"Complaints") were filed by Unitholders in the Court of Chancery of the
State of Delaware in and for New Castle County against BCLP II, Celtics,
Inc., Paul E. Gaston, Don F. Gaston, Paula B. Gaston, John H.M. Leithead and
John B. Marsh III, each a director or former director of Celtics, Inc. The
named plaintiffs, each of whom purported to bring their individual actions
on behalf of themselves and others similarly situated, are Kenneth L.
Rilander, Harbor Finance Partners, Maryann Kelly and Kathleen Kruse Perry.
Each of the Complaints alleges, among other things, that the Reorganization
was unfair to former BCLP II Unitholders, and seeks to recover an
unspecified amount of damages, including attorneys' and experts' fees and
expenses.  BCLP II filed a Motion to Dismiss the complaint filed by Mr.
Rilander on July 29, 1998, and discovery in that case has been stayed by
agreement of the parties.  The Complaints have been consolidated.  On August
6, 1999, the Court of Chancery issued an opinion granting in part, and
denying in part, BCLP II's Motion to Dismiss, and on September 3, 1999, the
plaintiffs filed an amended consolidated Complaint.  On October 1, 1999,
BCLP II filed an answer to the Complaint.

On October 2, 2002, a class action complaint (the "2002 Complaint") was
filed by Unitholders in the Court of Chancery of the State of Delaware in
and for New Castle County against BCLP, BCLP GP, Inc., Paul E. Gaston,
Richard G. Pond, Don F. Gaston, Paula B. Gaston, John B. Marsh III, Tedmund
W. Pryor and David A. Splaine, each a director or officer of BCLP GP, Inc.
The named plaintiff, who purported to bring its individual action on behalf
of itself and others similarly situated, is Breakwater Partners, LP.  The
2002 Complaint alleges, among other things, that the proposed sale of assets
and liabilities of the Boston Celtics as described in Note 5 above is
structured in a manner that is unfair to BCLP Unitholders, and seeks to
recover an unspecified amount of damages, including attorneys' and experts'
fees and expenses, and to obtain appropriate injunctive or rescissionary
relief.

Although the ultimate outcome of the Complaint and the 2002 Complaint cannot
be determined at this time, management of the Partnership does not believe
that the outcome of these proceedings will have a material adverse effect on
the Partnership's financial position or results of operations.


<PAGE>  10


                     BOSTON CELTICS LIMITED PARTNERSHIP
                    BOSTON CELTICS LIMITED PARTNERSHIP II
                              and Subsidiaries

ITEM 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations

Forward Looking Statements

Certain statements and information included herein are "forward-looking
statements" within the meaning of the federal Private Securities Litigation
Reform Act of 1995, including statements relating to BCLP's and BCLP II's
financial condition, results of operations, liquidity and capital resources,
and statements relating to the transaction with Lake Carnegie, LLC described
below, consummation of the transaction and the availability of net proceeds
to BCLP and prospective cash benefits to BCLP unitholders.  Such forward-
looking statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of
BCLP or BCLP II to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.  Factors that could cause BCLP's or BCLP II's financial
condition, results of operations, liquidity and capital resources to differ
materially include the competitive success of the Boston Celtics,
uncertainties as to increases in players' salaries and team expenses,
including the potential impact of the luxury tax and escrow system under the
Collective Bargaining Agreement, the Boston Celtics' ability to attract and
retain talented players and coaches, the risk of injuries to key players,
uncertainties regarding media contracts, the performance of certain
investments by subsidiaries of the Partnership, the extent to which the
Partnership's subsidiaries generate, and are able to distribute, operating
cash flow, general economic conditions and the impact of declining economic
conditions on consumer spending for entertainment and leisure-oriented
activities.  Factors that could impact the timing and amount of net proceeds
available to BCLP as a result of the transaction with Lake Carnegie, LLC
include the satisfaction of conditions to the transaction, including
National Basketball Association approval, payment of fees and expenses,
payment of taxes and provision for other liabilities (including bank
borrowings and the subordinated debentures), actual earnings and expenses of
BCLP and its subsidiaries, and expectations, intentions and strategies
regarding the future.

Recent Developments

On September 27, 2002, Celtics Basketball, L.P. ("Celtics Basketball," the
Partnership's 48.3% owned, indirect subsidiary) entered into an Asset
Purchase and Sale Agreement with Lake Carnegie, LLC (the "Asset Purchase
Agreement"), pursuant to which Lake Carnegie, LLC ("Lake Carnegie") will pay
to Celtics Basketball an aggregate amount of $360 million in cash
consideration for all assets relating to the Boston Celtics (of which $50
million will be used to repay outstanding bank borrowings) and will assume
the liabilities relating to the Boston Celtics.  The transaction is subject
to National Basketball Association approval and customary closing
conditions. The transaction has been unanimously approved by the general
partner and the limited partner of Celtics Basketball, and does not require
the approval of the holders of BCLP limited partnership units.  BCLP and its
subsidiaries will cease using the Boston Celtics name after the transaction
is consummated.  In the event that the transaction is not consummated on or
before November 30, 2002, Celtics Basketball is limited to recovering $5
million in liquidated damages from Lake Carnegie.  Lake Carnegie may,
however, in its discretion, extend the closing date to December 31, 2002,
and, subject to certain conditions, further extend the closing date to
January 31, 2003.  If the closing date is extended and the transaction is
not consummated on or before the extended closing date, Celtics Basketball is
limited to recovering $7.5 million in liquidated damages from Lake Carnegie.

Upon receipt of its 48.3% proportionate share of the net proceeds, the
Partnership and its subsidiaries anticipate pursuing a course of action that,
based on available information and assumptions regarding taxes, liabilities,
claims and expenses, would result in an estimated cash benefit to BCLP unit
holders of between $25.00 and $35.00 per limited partnership unit, after
payment of taxes (including federal and state income taxes) and expenses,
provision for other liabilities (including a reserve for contingent
liabilities), and provision for approximately $54 million in outstanding
aggregate principal amount of subordinated debentures due 2038 of Boston
Celtics Limited Partnership II, a 99% owned subsidiary of BCLP.  The timing
of any such cash benefit to public unit holders has not yet been determined.

General

BCLP, through its subsidiaries, owns an indirect investment in Celtics
Basketball, which owns and operates the Boston Celtics.  BCLP does not
directly own or control the Boston Celtics and therefore an investment in
BCLP is not a direct investment in the Boston Celtics.  However, a
significant portion of BCLP's earnings and cash flows are derived from its
indirect investment in the Boston Celtics.  Therefore, many disclosures in
this document regarding operating activities principally relate to the
operations of the Boston Celtics.


<PAGE>  11


BCLP accounts for its indirect investment in the accounts and operations of
the Boston Celtics using the equity method and, accordingly, its equity in
the net income (loss) of the Boston Celtics is reported on a single caption
in its Condensed Consolidated Statements of Operations.  Following is a
general description of certain matters related to the operations of the
Boston Celtics.

The Boston Celtics derive revenues principally from the sale of tickets to
home games and the licensing of television, cable network and radio rights.
The most significant expenses of the Boston Celtics are player and coaching
salaries.  A large portion of the Boston Celtics' annual revenues and
operating expenses is determinable at the commencement of each basketball
season based on season ticket sales and the Boston Celtics' multi-year
contracts with its players, coaches and broadcast organizations.

On January 22, 2002, the NBA Board of Governors approved a six-year
agreement to license the national broadcast of NBA games, beginning in the
2002-03 season.  Each of the NBA member teams share equally in these license
fees. Under the terms of the agreement, management anticipates that the
Boston Celtics' national television and cable revenues will decrease by
approximately $4,975,000 in the 2002-03 season.  Based on BCLP's 48.3%
indirect interest in the operations of the Boston Celtics, BCLP's equity in
the net income of the Boston Celtics is expected to decrease by
approximately $2,400,000 as a result of this agreement.

Celtics Basketball licenses the right to air all Boston Celtics games to
Sportschannel New England Limited Partnership ("SNE") (doing business as Fox
Sports Net New England) (the "SNE Agreement").  In July 2002, Celtics
Basketball and SNE entered into an agreement to extend the SNE Agreement
through the 2016-17 NBA season (the "New SNE Agreement").  The New SNE
Agreement provides for annual rights fees that increase ratably over the
term of the agreement.  Under the New SNE Agreement, SNE paid an initial fee
of $30,000,000 (the "Initial Fee") in August 2002, which is refundable on a
pro rata basis if SNE terminates the agreement upon a breach by Celtics
Basketball of certain terms of the agreement.  The Initial Fee will be
recorded as revenue ratably in proportion to the annual rights fees over the
term of the New SNE Agreement.  Celtics Basketball does not have the right
to terminate the New SNE Agreement except upon a material breach by SNE of
the agreement.  Under the terms of the New SNE Agreement, management
anticipates that the Boston Celtics' local cable revenues will increase by
approximately $2,828,000 in the 2002-03 season.  Based on BCLP's 48.3%
indirect interest in the operations of the Boston Celtics, BCLP's equity in
the net income of the Boston Celtics is expected to increase by
approximately $1,366,000 as a result of this agreement.

The operations and financial results of the Boston Celtics are seasonal.  On
a cash flow basis, the Boston Celtics receive a substantial portion of their
receipts from the advance sale of season tickets during the months of June
through October, prior to the commencement of the NBA regular season.  Cash
receipts from playoff ticket sales are received in March of any year for
which the team qualifies for league playoffs.  Most of the Boston Celtics'
operating expenses are incurred and paid during the regular season, which
normally extends from late October or early November through late April.

For financial reporting purposes the Boston Celtics recognize revenues and
expenses on a game-by-game basis.  Because the NBA regular season normally
begins in late October or early November, the first fiscal quarter, which
ends on September 30, generally includes limited or no revenue and reflects
a net loss attributable to general and administrative expenses and selling
and promotional expenses incurred in the quarter.  Based on the standard NBA
game schedule, the Boston Celtics historically recognize approximately one-
third of its annual regular season revenue in the second fiscal quarter,
approximately one-half of such revenue in the third fiscal quarter and the
remainder in the fourth fiscal quarter, and recognize its playoff revenue,
if any, in the fourth fiscal quarter.  Accordingly, BCLP's and BCLP II's
equity in the net income (loss) of Celtics Basketball Holdings, which
indirectly owns and operates the Boston Celtics, will generally result in a
loss in its first fiscal quarter, income in its second and third fiscal
quarters and a loss in its fourth fiscal quarter unless there is significant
income from playoff revenues.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of
operations is based upon the consolidated financial statements presented
herein, which have been prepared in accordance with accounting principles
generally accepted in the United States.  The preparation of these financial
statements requires the use of estimates and judgments that affect the
reported assets and liabilities, revenues and expenses, and other financial
information.  Actual results may differ significantly from these estimates
under different assumptions and conditions.


<PAGE>  12


The Partnership's significant accounting policies are described in the notes
to consolidated financial statements included in its annual report on Form
10-K for the year ended June 30, 2002.  Not all of these significant
accounting policies, however, require management to make difficult, complex
or subjective judgments or estimates.  Management believes that the
Partnership's accounting policy related to its interest in Celtics
Basketball Holdings as described below meets the definition of "critical
accounting policies."

The Partnership accounts for its 48.3% interest in Celtics Basketball
Holdings using the equity method.  Accordingly, the investment is carried at
cost, increased by equity in earnings of Celtics Basketball Holdings and
reduced by distributions received.  The Partnership uses the equity method
of accounting because it holds less than a controlling financial interest
(50%) in Celtics Basketball Holdings, but its interest of 48.3% presumes the
ability to exercise significant influence over operating and financial
policies of Celtics Basketball Holdings.  The Partnership's equity in
earnings of Celtics Basketball Holdings is classified within the operating
section of the Partnership's consolidated statements of operations due to
the fact that a significant portion of the Partnership's earnings and cash
flows are derived from its indirect investment in the Boston Celtics.

Results of Operations

The following discussion compares the operating results of BCLP and its
subsidiaries for the three months ended September 30, 2002 with the three
months ended September 30, 2001.

General and administrative expenses of $716,000 in the three months ended
September 30, 2002 increased by $106,000 compared to $610,000 in the three
months ended September 30, 2001.  The increase in 2002 was primarily
attributable to professional expenses related to the transaction with Lake
Carnegie described in "Recent Developments" above.

Depreciation and amortization expense of $79,000 in the three months ended
September 30, 2002 increased by $59,000 compared to $20,000 in the three
months ended September 30, 2001.  The increase in 2002 was primarily
attributable to the write-off of deferred financing costs related to the
Partnership's revolving credit agreement with its commercial bank.  As
described in "Liquidity and Capital Resources" below, BCLP II repaid all
amounts advanced under this agreement in September 2002 and canceled the
agreement.

Equity in net loss of Celtics Basketball Holdings, L.P. represents BCLP's
48.3% interest in the net loss of the entity that indirectly owns and
operates the Boston Celtics.  The Boston Celtics recognize revenues and
expenses on a game-by-game basis, and the NBA regular season normally begins
in late October or early November.  As a result, Celtics Basketball
Holdings' first fiscal quarter, which ends on September 30, generally
includes limited or no revenue and reflects a net loss attributable to
general and administrative expenses and selling and promotional expenses
incurred in the quarter.  BCLP's equity in the net loss of Celtics
Basketball Holdings of $1,370,000 in the three months ended September 30,
2002 decreased by $79,000 compared to $1,449,000 in the three months ended
September 30, 2001.  The decrease in the net loss is primarily a result of
an increase in income from NBA-related partnerships.

Interest expense of $1,001,000 in the three months ended September 30, 2002
decreased by $105,000 compared to $1,106,000 in the three months ended
September 30, 2001.  The decrease is primarily attributable to a decrease in
borrowings under BCLP's revolving credit agreement with its commercial bank.
As described in "Liquidity and Capital Resources" below, BCLP II repaid all
amounts advanced under its revolving credit agreement with its commercial
bank in September 2002.

BCLP's interest income of $153,000 in the three months ended September 30,
2002 decreased by $167,000 compared to $320,000 in the three months ended
September 30, 2001.  The decrease is primarily as a result of a decrease in
invested balances, combined with lower interest rates on investments.

Liquidity and Capital Resources

BCLP used approximately $618,000 in cash flows from operating activities in
the three months ended September 30, 2002.  At September 30, 2002, BCLP had
approximately $11,812,000 of available cash and $28,600,000 of short-term
investments.  In addition to these amounts, sources of funds available to
BCLP and BCLP II include funds generated by operations and distributions
from Celtics Basketball Holdings, which through a subsidiary owns and
operates the Boston Celtics.  These resources may be used for general
partnership purposes, working capital needs or for possible investments
and/or acquisitions.


<PAGE>  13


On May 20, 1998, BCLP II entered into a $60,000,000 revolving credit
agreement with its commercial bank.  Interest on advances under the
revolving credit agreement accrued at BCLP II's option of either LIBOR plus
0.70% or the greater of the bank's Base Rate or the Federal Funds Effective
Rate plus 0.50%.  The revolving credit agreement was secured by a pledge of
certain short-term investments of Celtics Capital Corporation ("CCC"), an
indirect subsidiary of BCLP.  BCLP II borrowed $30,000,000 under the
revolving credit agreement in fiscal 1998, and borrowed an additional
$22,500,000 in fiscal 1999 and $7,500,000 in fiscal 2000.

On October 31, 2000, in order to achieve certain efficiencies, BCLP II
distributed to BCLP all of the outstanding capital stock of BCCLP Holding
Corporation ("BCCLP Holdings"), and BCLP assumed all of BCLP II's liability
for borrowings under its revolving credit agreement aggregating $50,000,000.
As a result, effective October 31, 2000, BCCLP Holdings is a direct
subsidiary of BCLP.  In December 2000, BCCLP Holdings, through CCC,
liquidated $50,000,000 of short-term investments and distributed the
proceeds to BCLP.  BCLP used those proceeds to repay the $50,000,000 of
borrowings under the revolving credit agreement that were assumed from BCLP
II.  In connection with this distribution, BCLP II issued a note payable to
BCLP II GP, Inc., its general partner, in the amount of $361,882,
representing its 1% share of the fair value of the distribution.  The note
accrued interest at 7% annually, and was paid in full on June 26, 2001.

On May 10, 2001, the revolving credit agreement was amended to reduce the
amount of borrowings available under the agreement to $10,000,000, all of
which was outstanding on June 30, 2002.  The agreement was scheduled to
mature on June 30, 2003, but BCLP II repaid all amounts advanced under the
revolving credit agreement and canceled the agreement in September 2002.

BCLP II has outstanding 6% subordinated debentures due on June 30, 2038.
The subordinated debentures were recorded at $12.20 per debenture, the fair
market value at date of issue, or $32,984,700.  The original issue discount
of $21,088,580 is being amortized over the 40-year life of the debentures
using the interest method and, accordingly, the subordinated debentures are
carried on the balance sheet at $34,743,612 at September 30, 2002.  The
subordinated debentures bear interest at the rate of 6% per annum, payable
annually on June 30, and mature on June 30, 2038 at an aggregate principal
amount of $54,073,280.  There is no mandatory redemption or sinking fund
requirements of the subordinated debentures.

In the three months ended September 30, 2002, BCLP and its subsidiaries
received distributions from Celtics Basketball Holdings aggregating
$19,324,000 representing BCLP's proportionate share of a discretionary
distribution of available funds by Celtics Basketball, primarily the
$30,000,000 Initial Fee under the New SNE Agreement described above.  On
October 23, 2002, BCLP and its subsidiaries received distributions from
Celtics Basketball Holdings aggregating $2,695,000.  Future distributions
from Celtics Basketball Holdings will be determined by Boston Celtics
Corporation, the general partner of Celtics Basketball Holdings, in its sole
discretion subject to applicable credit agreements and the Asset Purchase
Agreement and based, among other things, on available resources and the
needs of Celtics Basketball Holdings and Celtics Basketball, the ability of
Celtics Basketball Holdings and Celtics Basketball to generate sufficient
operating cash flow, and the funds available after payments relating to the
subordinated debentures.

No cash distributions to unitholders of BCLP were declared or paid during
the three months ended September 30, 2002 and 2001.  Future distributions
will be determined by BCLP GP, Inc., the general partner of BCLP, in its
sole discretion based, among other things, on available resources and the
needs of BCLP, the ability of BCLP's subsidiaries to generate sufficient
operating cash flow, and the funds available after debt service payments
related to the revolving credit agreement with its commercial bank and the
subordinated debentures.

Management believes that BCLP's cash, cash equivalents and short-term
investments together with cash from operating activities and distributions
from Celtics Basketball Holdings will provide adequate cash for BCLP and its
subsidiaries to meet their cash requirements through September 30, 2003.

ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk

At September 30, 2002, BCLP had invested approximately $28,600,000 in loan
participations issued by a commercial bank with maturities of less than
ninety days.  Due to their short maturities and applicable transfer
restrictions, management believes that the loan participations are not
exposed to market risk.  Management further believes that the Partnership
has no other assets that are subject to market risk.

At September 30, 2002, BCLP II's debt portfolio included 6% Subordinated
Debentures with a carrying value of $34,744,000.  The Subordinated
Debentures bear interest at a fixed rate of 6% per annum and, as a result,
fluctuations in


<PAGE>  14


market interest rates will have no effect on interest expense, or on the
earnings or cash flows of BCLP II.  A hypothetical 10% increase in market
interest rates would not have a material effect on the fair value of the
Subordinated Debentures.

At September 30, 2002, Celtics Basketball Holdings, through its subsidiary,
had outstanding a note payable to a bank in the amount of $50,000,000.  The
note payable bears interest at a fixed annual rate of 6.29% and, as a
result, fluctuations in market interest rates will have no effect on
interest expense, or on the earnings or cash flows of Celtics Basketball
Holdings.  A hypothetical 10% increase in market interest rates would not
have a material effect on the fair value of the note payable.

Neither BCLP nor its subsidiaries are exposed to foreign currency risk.

Currently, BCLP does not use interest rate derivative instruments to manage
its exposure to interest rate changes, and management does not intend to
utilize derivative instruments in the future.

ITEM 4 - Controls and Procedures

Within the 90 days before the date of this report, BCLP and BCLP II carried
out an evaluation, under the supervision and with the participation of
management, including the Chief Executive Officer and the Chief Financial
Officer and the Chief Operating Officer, of the effectiveness of the design
and operation of disclosure controls and procedures pursuant to Rule 13a-14
of the Exchange Act.  Based on that evaluation, the Chief Executive Officer
and Chief Financial Officer and Chief Operating Officer concluded that the
disclosure controls and procedures are effective in timely alerting them to
material information relating to BCLP and BCLP II required to be included in
periodic filings with the Securities Exchange Commission.

There have been no significant changes in internal controls or in other
factors that could significantly affect those controls subsequent to the date
of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


<PAGE>  15


                         Part II - Other Information

ITEM 1 - Legal Proceedings

On October 2, 2002, a class action complaint (the "2002 Complaint") was
filed by Unitholders in the Court of Chancery of the State of Delaware in
and for New Castle County against BCLP, BCLP GP, Inc., Paul E. Gaston,
Richard G. Pond, Don F. Gaston, Paula B. Gaston, John B. Marsh III, Tedmund
W. Pryor and David A. Splaine, each a director or officer of BCLP GP, Inc.
The named plaintiff, who purported to bring its individual action on behalf
of itself and others similarly situated, is Breakwater Partners, LP.  The
2002 Complaint alleges, among other things, that the proposed sale of assets
and liabilities of the Boston Celtics as described in Part I, Item 2 above
is structured in a manner that is unfair to BCLP Unitholders, and seeks to
recover an unspecified amount of damages, including attorneys' and experts'
fees and expenses, and to obtain appropriate injunctive or rescissionary
relief.

Although the ultimate outcome of the 2002 Complaint cannot be determined at
this time, management of the Partnership does not believe that the outcome
of these proceedings will have a material adverse effect on the
Partnership's financial position or results of operations.


ITEM 6 - Exhibits and Reports on Form 8-K

      (a)   Exhibits -
            None.

      (b)   Reports on Form 8-K -
            Form 8-K, dated October 7, 2002, regarding the Asset Purchase
            Agreement between Celtics Basketball, L.P. and Lake Carnegie,
            LLC.


<PAGE>  16


                                  SIGNATURE

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

                                    BOSTON CELTICS LIMITED PARTNERSHIP
                                               (Registrant)

                                    By:  BCLP GP, Inc., its General Partner


Dated:  November 1, 2002            By:  /s/ Richard G. Pond
                                         ----------------------------------
                                         Richard G. Pond
                                         Executive Vice President
                                         Chief Financial Officer
                                         and Chief Operating Officer


Dated:  November 1, 2002            BOSTON CELTICS LIMITED PARTNERSHIP II
                                               (Registrant)

                                    By:  BCLP II GP, Inc., its General
                                         Partner


                                    By:  /s/ Richard G. Pond
                                         Richard G. Pond
                                         Executive Vice President
                                         Chief Financial Officer
                                         and Chief Operating Officer


<PAGE>  17


                               CERTIFICATIONS

      Each of the undersigned, in his capacity as the Chief Executive
Officer and Chief Financial Officer, respectively, of the general partners
of Boston Celtics Limited Partnership and Boston Celtics Limited Partnership
II (collectively, the "Registrants"), for purposes of 18 U.S.C. Section 1350
provides the following certification required by 18 U.S.C. Section 1350, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, and 17
C.F.R.ss.240.13a-14.

Certification of Chief Executive Officer:

      I, Paul E. Gaston, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of the Registrants;

2.    Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Registrants as of, and for, the periods presented in this
quarterly report;

4.    The Registrants' other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Registrants and we have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the Registrants, including
            their consolidated subsidiaries, is made known to us by others
            within those entities, particularly during the period in which
            this quarterly report is being prepared;

      b)    evaluated the effectiveness of the Registrants' disclosure
            controls and procedures as of a date within 90 days prior to the
            filing date of this quarterly report (the "Evaluation Date");
            and

      c)    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on
            our evaluation as of the Evaluation Date;

5.    The Registrants' other certifying officers and I have disclosed, based
on our most recent evaluation, to the Registrants' auditors and the
respective audit committees of the Registrants' board of directors (or
persons performing the equivalent function):

      a)    all significant deficiencies in the design or operation of
            internal controls which could adversely affect the Registrants'
            ability to record, process, summarize and report financial data
            and have identified for the Registrants' auditors any material
            weaknesses in internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the Registrants'
            internal controls; and

6.    The Registrants' other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

Date:  November 1, 2002


                                       /s/ Paul E. Gaston
                                       ------------------------------------
                                       Paul E. Gaston
                                       Chief Executive Officer


<PAGE>  18


Certification of Chief Financial Officer:

      I, Richard G. Pond, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of the Registrants;

2.    Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Registrants as of, and for, the periods presented in this
quarterly report;

4.    The Registrants' other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Registrants and we have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the Registrants, including
            their consolidated subsidiaries, is made known to us by others
            within those entities, particularly during the period in which
            this quarterly report is being prepared;

      b)    evaluated the effectiveness of the Registrants' disclosure
            controls and procedures as of a date within 90 days prior to the
            filing date of this quarterly report (the "Evaluation Date");
            and

      c)    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on
            our evaluation as of the Evaluation Date;

5.    The Registrants' other certifying officers and I have disclosed, based
on our most recent evaluation, to the Registrants' auditors and the
respective audit committees of the Registrants' board of directors (or
persons performing the equivalent function):

      a)    all significant deficiencies in the design or operation of
            internal controls which could adversely affect the Registrants'
            ability to record, process, summarize and report financial data
            and have identified for the Registrants' auditors any material
            weaknesses in internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the Registrants'
            internal controls; and

6.    The Registrants' other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

Date:  November 1, 2002


                                       /s/ Richard G. Pond
                                       ------------------------------------
                                       Richard G. Pond
                                       Chief Financial Officer


<PAGE>  19