SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2001

[ ]   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 1-8191

                               PORTA SYSTEMS CORP.
                               -------------------
             (Exact name of registrant as specified in its charter)

                  Delaware                             11-2203988
                  --------                             ----------
       (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)             Identification No.)

                   575 Underhill Boulevard, Syosset, New York
                   ------------------------------------------
                    (Address of principal executive offices)

                                      11791
                                      -----
                                   (Zip Code)

                                  516-364-9300
                                  ------------
                (Company'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 of 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 ______

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date:

        Common stock (par value $0.01) 9,909,248 shares as of May 7, 2001


                                  Page 1 of 11
<PAGE>

PART I.- FINANCIAL INFORMATION

Item 1- Financial Statements

                      PORTA SYSTEMS CORP. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                March 31,  December 31,
                                                                                   2001        2000
                                                                                   ----        ----
               Assets                                                          (Unaudited)
               ------
<S>                                                                             <C>         <C>
Current assets:
     Cash and cash equivalents                                                  $    397    $  2,366
     Accounts receivable - trade, less allowance for doubtful accounts             7,722       7,425
     Inventories                                                                   6,763       7,150
     Prepaid expenses and other current assets                                     1,826       1,130
                                                                                --------    --------
                  Total current assets                                             16708      18,071

      Property, plant and equipment, net                                           4,333       4,555
      Goodwill, net                                                               10,159      10,357
      Other assets                                                                   764       1,191
                                                                                --------    --------
                  Total assets                                                  $ 31,964    $ 34,174
                                                                                ========    ========

                      Liabilities and Stockholders' Deficit

Current liabilities:
      Current portion of senior debt                                            $ 20,346    $ 20,746
      Subordinated notes                                                           6,144       6,144
      Accounts payable                                                             8,426       7,173
      Accrued expenses                                                             5,521       5,385
      Accrued interest payable                                                       980         766
      Accrued commissions                                                          1,594       1,553
      Accrued deferred compensation                                                  196         196
      Income taxes payable                                                           259         259
      Short-term loans                                                                --           1
                                                                                --------    --------
                  Total current liabilities                                       43,466      42,223
                                                                                --------    --------
6% convertible subordinated debentures                                               378         376
Deferred compensation                                                                897         987
Income taxes payable                                                                 120         154
Other long-term liabilities                                                          905         918
Minority interest                                                                    203         308
                                                                                --------    --------
                  Total long-term liabilities                                      2,503       2,743
                                                                                --------    --------

                  Total liabilities                                               45,969      44,966
                                                                                --------    --------

Stockholders' deficit:
      Preferred stock, no par value; authorized 1,000,000 shares, none issued         --          --
      Common stock, par value $.01; authorized 20,000,000 shares, issued
      9,856,056 and 9,817,165 shares at March 31, 2001 and December 31, 2000          99          98
       Additional paid-in capital                                                 75,995      75,980
       Accumulated deficit                                                       (84,367)    (81,135)
       Accumulated other comprehensive loss:
               Foreign currency translation adjustment                            (3,794)     (3,797)
                                                                                --------    --------
                                                                                 (12,067)     (8,854)
        Treasury stock, at cost                                                   (1,938)     (1,938)
                                                                                --------    --------
                  Total stockholders' deficit                                    (14,005)    (10,792)
                                                                                --------    --------
                  Total liabilities and stockholders' deficit                   $ 31,964    $ 34,174
                                                                                ========    ========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                  Page 2 of 11
<PAGE>

                      PORTA SYSTEMS CORP. AND SUBSIDIARIES
 Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss)
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                   March 31,   March 31,
                                                                     2001        2000
                                                                     ----        ----
<S>                                                                <C>         <C>
Sales                                                              $  7,042    $ 15,928
Cost of sales                                                         5,628      10,212
                                                                   --------    --------
     Gross profit                                                     1,414       5,716

Selling, general and administrative expenses                          2,578       3,135
Research and development expenses                                     1,187       1,408
                                                                   --------    --------
         Total expenses                                               3,765       4,543
                                                                   --------    --------
         Operating income (loss)                                     (2,351)      1,173

Interest expense                                                     (1,003)       (934)
Interest income                                                          16          27
Other income (expense), net                                              28           5
                                                                   --------    --------
         Income (loss) before income taxes and minority interest     (3,310)        271

Income tax expense                                                      (15)        (30)
Minority interest                                                        92          65
                                                                   --------    --------
Net income (loss)                                                  $ (3,233)   $    306
                                                                   ========    ========
Other comprehensive income (loss), net of tax:

         Foreign currency translation adjustments                         3          37
                                                                   --------    --------
Comprehensive income (loss)                                        $ (3,230)   $    343
                                                                   ========    ========
Per share data:

Basic per share amounts:

         Net income (loss) per share of common stock               $  (0.33)   $   0.03
                                                                   ========    ========
         Weighted average shares outstanding                          9,836       9,661
                                                                   ========    ========
Diluted per share amounts:

         Net income (loss) per share of common stock               $  (0.33)   $   0.03
                                                                   ========    ========
         Weighted average shares outstanding                          9,836      10,707
                                                                   ========    ========
</TABLE>

      See accompanying notes to unaudited consolidated financial statements.


                                  Page 3 of 11
<PAGE>

                      PORTA SYSTEMS CORP. AND SUBSIDIARIES
                 Unaudited Consolidated Statements of Cash Flows
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                   March 31,   March 31,
                                                                      2001       2000
                                                                      ----       ----
<S>                                                                 <C>        <C>
Cash flows from operating activities:
     Net income (loss)                                              $(3,233)   $   306
     Adjustments to reconcile net income (loss) to net cash
        used in operating activities:
         Non-cash financing expenses                                     61         --
         Depreciation and amortization                                  439        374
         Amortization of debt discounts                                   2         14
         Minority interest                                              (92)       (65)
        Changes in operating assets and liabilities:
         Accounts receivable                                           (297)    (5,380)
         Inventories                                                    387        293
         Prepaid expenses                                              (696)       (37)
         Other assets                                                   365       (108)
         Accounts payable, accrued expenses and other liabilities     1,507      2,861
                                                                    -------    -------
              Net cash used in operating activities                  (1,557)    (1,742)
                                                                    -------    -------
Cash flows from investing activities:
         Capital expenditures, net                                      (36)      (664)
                                                                    -------    -------
              Net cash used in investing activities                     (36)      (664)
                                                                    -------    -------
Cash flows from financing activities:
         Proceeds from senior debt                                       --      2,550
         Repayments of senior debt                                     (400)      (400)
         Proceeds from exercised options and warrants                    16        118
         Repayments of short term loans                                  (1)       (36)
                                                                    -------    -------
              Net cash provided by (used in) financing activities      (385)     2,232
                                                                    -------    -------
     Effect of exchange rate changes on cash                              9         36
                                                                    -------    -------
     Decrease in cash and cash equivalents                           (1,969)      (138)

     Cash and equivalents - beginning of the year                     2,366      3,245
                                                                    -------    -------
     Cash and equivalents - end of the period                       $   397    $ 3,107
                                                                    =======    =======
     Supplemental cash flow disclosure:

         Cash paid for interest expense                             $   726    $   996
                                                                    =======    =======
         Cash paid for income taxes                                 $    77    $    20
                                                                    =======    =======
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                  Page 4 of 11
<PAGE>

                      PORTA SYSTEMS CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Management's  Responsibility For Interim Financial  Statements Including
        All Adjustments Necessary For Fair Presentation

      Management  acknowledges  its  responsibility  for the  preparation of the
accompanying  interim  consolidated   financial  statements  which  reflect  all
adjustments, consisting of normal recurring adjustments, considered necessary in
its opinion for a fair statement of its consolidated  financial position and the
results of its operations for the interim period presented.  These  consolidated
financial  statements  should  be  read  in  conjunction  with  the  summary  of
significant  accounting policies and notes to consolidated  financial statements
included in the Company's  Form 10-K annual  report for the year ended  December
31, 2000.  The audit opinion  included in the December 31, 2000 Form 10-K annual
report  contained an explanatory  paragraph  regarding the Company's  ability to
continue as a going concern.  Results for the interim period are not necessarily
indicative of results for the year.

Note 2: Inventories

      Inventories  are stated at the lower of cost (on the average or  first-in,
first-out  methods) or market.  The composition of inventories at the end of the
respective periods is as follows:

                                   March 31, 2001   December 31, 2000
                                   --------------   -----------------
                                            (in thousands)

Parts and components                   $4,245            $4,973
Work-in-process                           583               543
Finished goods                          1,935             1,634
                                       ------            ------
                                       $6,763            $7,150
                                       ======            ======

Note 3: Senior Debt

      On  March  31,  2001,   the  Company's  debt  to  its  senior  lender  was
$20,346,000. During the three months then ended, the Company repaid principal of
$400,000.  The current  agreement with the senior lender expires on July 3, 2001
and, accordingly,  the senior debt has been classified as a current liability at
March 31, 2001.

      The Company's borrowings exceed the maximum borrowings under the borrowing
base  formula.  In March 2001,  the senior lender agreed to allow the Company to
defer the  repayment of  borrowings  in excess of the maximum under the formula,
defer all monthly  facility fees and the April 1, 2001 principal  payment to the
earlier of the  termination  of the agreement on July 3, 2001 or the sale of one
or more of the  divisions of the  Company.  The  agreement  also  precluded  the
Company from making any payments on indebtedness to any subordinated  creditors,
although  it permits  payment of  accounts  payable  in the  ordinary  course of
business.

      In April 2001, the Company and its senior lender agreed to add all current
and future interest due, which will be computed at 14%, to the principal balance
through the July 2, 2001.  As  consideration,  the Company  agreed to reduce the
exercise price of the  outstanding  warrants to purchase  approximately  570,000
shares of common stock held by its senior lender to $0.25 per share.


                                  Page 5 of 11
<PAGE>

      Financial  debt  covenants  include an interest  coverage  ratio  measured
quarterly, limitations on the incurrence of indebtedness, limitations on capital
expenditures, and prohibitions on declarations of any cash or stock dividends or
the repurchase of the Company's stock. As of March 31, 2001, the Company was not
in compliance with the interest  coverage  covenant.  The Company has obtained a
waiver of such  non-compliance  from its senior  lender  related to the interest
coverage ratio and the over advance under the line through July 2, 2001.

Note 4: Subordinated Notes

      As  of  March  31,  2001,  the  Company  has  outstanding   $6,144,000  of
subordinated  notes, of which $900,000 was due on January 2, 2001 and $5,244,000
becomes due on July 2, 2001. Pursuant to the Company's agreement with its senior
lender,  the Company is  prohibited  from paying  principal  and interest on the
subordinated notes.

Note 5: Segment Data

      The Company has three reportable segments:  Line Connection and Protection
Equipment  ("Line")  whose  products  interconnect  copper  telephone  lines  to
switching  equipment and provides fuse elements that protect telephone equipment
and personnel from electrical  surges;  Operating  Support Systems ("OSS") whose
products automate the testing,  provisioning,  maintenance and administration of
communication  networks and the  management of support  personnel and equipment;
and Signal Processing  ("Signal") whose products are used in data  communication
devices that employ high frequency transformer technology.

      The factors used to determine the above segments focused  primarily on the
types of products and services provided,  and the type of customer served.  Each
of these  segments  is  managed  separately  from  the  others,  and  management
evaluates segment performance based on operating income.

      There has been no  significant  change from December 31, 2000 in the basis
of measurement of segment revenues and profit or loss, and no significant change
in the Company's assets.

                                                   Three Months Ended
                                            March 31, 2001    March 31, 2000
                                            --------------    --------------
 Sales:
      Line                                   $  3,848,000         6,094,000
      OSS                                       1,365,000         8,114,000
      Signal                                    1,652,000         1,578,000
                                             ------------      ------------
                                             $  6,865,000        15,786,000
                                             ============      ============

 Segment profit (loss):
      Line                                   $    536,000         1,269,000
      OSS                                      (2,314,000)          551,000
      Signal                                      345,000           302,000
                                             ------------      ------------
                                             $ (1,433,000)        2,122,000
                                             ============      ============


                                  Page 6 of 11
<PAGE>

The following table reconciles segment totals to consolidated totals:

                                                        Three Months Ended
                                                  March 31, 2001  March 31, 2000
                                                  --------------  --------------
Sales:
   Total revenue for reportable segments           $ 6,865,000      15,786,000
   Other revenue                                       177,000         142,000
                                                   -----------     -----------
   Consolidated total revenue                      $ 7,042,000      15,928,000
                                                   ===========     ===========
Operating income (loss):
   Total segment profit for reportable segments    $(1,433,000)      2,122,000
   Corporate and unallocated                          (918,000)       (949,000)
                                                   -----------     -----------
   Consolidated total operating income (loss)      $(2,351,000)      1,173,000
                                                   ===========     ===========

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

      The  Company's  consolidated  statements  of  operations  for the  periods
indicated below, shown as a percentage of sales, are as follows:

                                                            Three Months Ended
                                                            ------------------
                                                                 March 31,
                                                                 ---------
                                                            2001         2000
                                                            ----         ----
Sales                                                       100%         100%
Cost of Sales                                                80%          64%
Gross Profit                                                 20%          36%
Selling, general and administrative expenses                 36%          20%
Research and development expenses                            17%           9%
     Operating income (loss)                                (33%)          7%
Interest expense - net                                      (14%)         (5%)
Other                                                         0%           0%
Minority interest                                             1%           0%
Net income (loss)                                           (46%)          2%

      The  Company's  sales by product line for the periods ended March 31, 2001
and 2000 are as follows:

                                                Three Months Ended March 31,
                                                ----------------------------
                                                          $(000)
                                               2001                   2000
                                               ----                   ----
Line connection/protection equipment   $ 3,848         55%   $ 6,094         38%
OSS equipment                            1,365         19%     8,114         51%
Signal Processing                        1,652         23%     1,578         10%
Other                                      177          3%       142          1%
                                       -------------------   -------------------
                                       $ 7,042        100%   $15,928        100%
                                       ===================   ===================


                                  Page 7 of 11
<PAGE>

Results of Operations

      The Company's  sales for the quarter ended March 31, 2001 were  $7,042,000
representing a decrease of $8,886,000  (56%) compared to the quarter ended March
31, 2000 of $15,928,000.  The overall decrease in sales reflects decreased sales
of OSS  and  Line  equipment.  Signal  sales  increased  by  $74,000  (5%)  from
$1,578,000 to $1,652,000 for the 2000 and 2001 quarters, respectively.

      Line equipment sales decreased by $2,246,000 (37%) from $6,094,000 for the
March 2000 quarter to $3,848,000 for the March 2001 quarter. The decline in line
equipment  sales  reflected  a  significant  decline  in sales to one  customer,
Telmex,  which was not offset by major orders from any other  customers.  During
the March 2000 quarter, we sold approximately $2.7 million of product to Telmex,
whereas our sales to Telmex in the March 2001 quarter were not significant.

      OSS sales  decreased by $6,749,000  (83%) from  $8,114,000 for the quarter
ended March 31, 2000 to  $1,365,000  for the quarter  ended March 31, 2001.  The
decreased  sales  resulted  from lower  shipments to Fujitsu  Telecommunications
Europe  Limited which  provided  approximately  $5,900,000 of sales in the March
2000 quarter.

      Gross  margin for the March 2001  quarter was 20%  compared to 36% for the
March  2000  quarter.  This  decline  in gross  margin  is  attributable  to the
decreased  level of sales.  Because of the low volume of sales,  the Company was
unable to absorb certain fixed expenses associated with the OSS contracts.

      Selling,  general and administrative  expenses decreased by $557,000 (18%)
from  $3,135,000  in the March  2000  quarter  to  $2,578,000  in the March 2001
quarter.  This decrease relates primarily to the Company's efforts to reorganize
its sales and marketing efforts of its OSS division.

      Research  and  development  expenses  decreased  by  $221,000  (16%)  from
$1,408,000  in the March 2000 quarter to  $1,187,000  in the March 2001 quarter.
This decrease in research and  development  expenses  results from the Company's
efforts to reduce its expenses, primarily related to the OSS business.

      As a  result  of the  foregoing,  the  Company  had an  operating  loss of
$2,351,000  for the March 2001  quarter,  as  compared  to  operating  income of
$1,173,000 for the March 2000 quarter.

      Interest  expense  increased  by  $69,000  (7%) from  $934,000  in 2000 to
$1,003,000 in 2001. This change is attributable primarily to increased levels of
borrowing from the senior lender.

         As the result of the  foregoing,  the  Company  generated a net loss of
$3,233,000,  $0.33 per share  (basic and  diluted),  for the March 2001  quarter
versus net income of  $306,000,  $0.03 per share  (basic and  diluted),  for the
March 2000 quarter.


                                  Page 8 of 11
<PAGE>

Liquidity and Capital Resources

      At March 31, 2001,  the Company had cash and cash  equivalents of $397,000
compared with  $2,366,000 at December 31, 2000.  The Company's  working  capital
deficit at March 31, 2001 was $26,758,000, compared to a working capital deficit
of  $24,152,000 at December 31, 2000. The reduced level of cash on hand resulted
in the increase in the working capital deficiency. During the March 2001 quarter
of, the net cash used by the Company in operations was $1,557,000.

      As of  March  31,  2001,  the  Company  has  senior  debt  of  $20,346,000
outstanding.  The current  agreement  with the senior lender  expires on July 3,
2001 and,  accordingly,  has been classified as a current liability at March 31,
2001. The Company's borrowings exceed the maximum borrowings under the borrowing
base  formula.  In March 2001,  the senior lender agreed to allow the Company to
defer the  repayment of  borrowings  in excess of the maximum under the formula,
defer all monthly  facility fees and the April 1, 2001 principal  payment to the
earlier of the  termination  of the agreement on July 3, 2001 or the sale of one
or more of the divisions of the Company.  The senior  lender  prohibited us from
making any payments on indebtedness to any subordinated  creditors except to pay
accounts payable in the ordinary course of business.  In April 2001, the Company
and its senior lender agreed to add all current and future  interest due,  which
will be computed at 14%,  to the  principal  balance  through  July 2, 2001.  In
addition,  we were not in  compliance  with the interest  coverage  covenant and
borrowing  base  coverage  under the  agreement  and  obtained a waiver from our
senior lender through July 2, 2001.

      As of March 31, 2001, we had outstanding $6,144,000 of subordinated notes,
of which  $900,000  became due on January 2, 2001 and the balance of  $5,244,000
becomes due on July 2, 2001.  We did not have the  resources to pay the $900,000
of subordinated debt on January 2, 2001 and  approximately  $440,000 of interest
which was due on January 2, 2001.  We have an agreement  in  principle  with the
holders  of  a  majority  of  the  outstanding   subordinated   notes  or  their
representatives  with respect to an extension of the maturity date of the notes.
The agreement in principle is subject to the execution of a definitive agreement
with  the  holders  of  the  subordinated   debt.  The  agreement  in  principle
contemplates  an extension  of the maturity  date of the notes to June 30, 2002,
subject to earlier  prepayment if we sell one or more divisions,  an increase in
the interest rate to 17.5% per annum,  a reduction in the exercise  price of the
warrants  held by the  noteholders  to $.25 per  share,  and the  ability of the
noteholders  to convert the notes and accrued  interest  into common stock after
December  31,  2001 at $.25 per  share  unless  we have  called  the  notes  for
redemption.  In addition,  the holders of the  subordinated  notes will have the
right to elect one director of our board.  We cannot  assure you that we will be
able to negotiate a definitive agreement with the noteholders.

      Our cash  availability  during  2001 and  thereafter  may be affected by a
number of factors.  At March 31, 2001, we had no cash available under our credit
facility  and we had  borrowed  more than the amount  available  to us under our
borrowing  base.  To the  extent  that  credit  is not  available,  we may  have
difficulty performing our obligations under our contracts, which could result in
the  cancellation  of  contracts  or the loss of future  business.  In addition,
$1,160,000  of senior  debt and  $900,000  of  subordinated  debt  became due in
January 2001 and $24,830,000 of senior and subordinated  debt will become due in
July 2001. As noted above, we have an agreement in principle with the holders of
a majority of the outstanding  subordinated notes or their  representatives with
respect to an  extension  of the maturity  date of the notes.  The  agreement in
principle is subject to the execution of a definitive agreement with the holders
of the subordinated  debt. We are continuing to negotiate with our senior lender
with  respect to an  extension  beyond the July 3, 2001  maturity of our current
facility.  However, we do not presently have the ability to pay these debts and,
if  we  cannot  finalize  a  definitive   agreement  with  the  holders  of  the
subordinated debt, obtain either an extension on the maturity of our senior debt
or an  alternative  financing  source or raise funds from the sale of one of our
divisions, we may be unable to meet these financial obligations.


                                  Page 9 of 11
<PAGE>

      We are  addressing  our  need for  liquidity  by  seeking  to  extend  our
agreement  with our senior  lender,  finalize a  definitive  agreement  with the
holders  of the  subordinated  debt,  and sell of one or more of our  divisions.
Although we have been engaged in negotiations with respect to the sale of one of
our divisions,  these negotiations were terminated without our entering into any
agreement.  Although we are  continuing  to explore the possible  sale of one or
more of our divisions,  we cannot assure you that we will be successful in these
efforts.  Because of our present stock price, it is highly unlikely that we will
be able to raise  funds  through  the sales of our  equity  securities,  and our
financial condition prevents us from issuing debt securities.  In the event that
we are  unable  to  extend  our  debt  obligations  and  sell one or more of our
divisions, we cannot assure you that we will be able to continue in operations.

Forward Looking Statements

      Statements contained in this Form 10-Q include forward-looking  statements
that are subject to risks and  uncertainties.  The  statements in this Form 10-Q
that are not descriptions of historical facts may be forward-looking  statements
that are subject to risks and uncertainties.  In particular,  statements in this
Form  10-Q  that  state  our  intentions,  beliefs,  expectations,   strategies,
predictions or any other statements  relating to our future  activities or other
future events or conditions are  "forward-looking  statements."  Forward-looking
statements are subject to risks, uncertainties and other factors, including, but
not limited to, those  identified under "Risk Factors," in our Form 10-K for the
year ended December 31, 2000 and those described in Management's  Discussion and
Analysis of Financial Conditions and Results of Operations" in our Form 10-K and
this  Form  10-Q,  and  those  described  in any  other  filings  by us with the
Securities and Exchange Commission, as well as general economic conditions,  any
one or more of which could cause actual results to differ  materially from those
stated in such statements.

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

         (a)      Exhibits
                  None
         (b)      Reports on Form 8-K
                  None


                                 Page 10 of 11
<PAGE>

SIGNATURES

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

                                           PORTA SYSTEMS CORP.

         Dated May 14, 2001                By /s/William V. Carney
                                              --------------------
                                              William V. Carney
                                              Chairman of the Board
                                              and Chief Executive Officer

         Dated May 14, 2001                By /s/Edward B. Kornfeld
                                              ---------------------
                                              Edward B. Kornfeld
                                              Senior Vice President
                                              and Chief Financial Officer


                                 Page 11 of 11