UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   Form 10-QSB


[X]  Quarterly  Report  Pursuant  to Section 13 or 15(d) of the  Securities  and
Exchange Act of 1934 For the quarter ended September 30, 1998

                                       or

[] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from                  to

Commission File Number:                           001-12885

                        AVENUE ENTERTAINMENT GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)

         Delaware                                            95-4622429
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization                              Identification No.)


11755 Wilshire Blvd., Suite 2200
Los Angeles, California                                        90025
(Address of principal executive offices)                     (Zip Code)


                                 (310) 996-6815
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the  Securities  and  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 ______

Number of shares  outstanding of each of issuer's  classes of common stock as of
November 13, 1998.



     Common Stock                                          4,108,838



<PAGE>


                        AVENUE ENTERTAINMENT GROUP, INC.

                                Table of Contents


PART I.  FINANCIAL INFORMATION                                         Page No.

                  Consolidated Condensed Balance Sheets -
                  September 30, 1998 (unaudited) and                       
                   December 31, 1997                                       1

                  Consolidated Condensed Statement of Operations -
                  Three Months and Nine Months Ended
                  September 30, 1998 and 1997                              2

                  Consolidated Condensed Statement of Cash Flows -
                  Nine Months Ended September 30, 1998 and 1997            3

                  Notes to Consolidated Condensed Financial Statements     5

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

PART II. OTHER INFORMATION

                  Signatures                                              13



<PAGE>


                                                

                          PART I. FINANCIAL INFORMATION

                        AVENUE ENTERTAINMENT GROUP, INC.


                      CONSOLIDATED CONDENSED BALANCE SHEETS


                                             September 30,        December 31,
                                                   1998               1997
Assets                                         (unaudited)

Cash                                            355,741           $  1,158,347
Short-term investments                          278,526                562,711
Accounts receivable                              81,471                126,492
Income tax receivable                            43,000                 70,000
Films costs, net                              1,615,731              1,481,571
Property and equipment, net                      86,626                102,356
Other assets                                     34,293                 18,709
Goodwill                                      2,244,159              2,454,549
                                             ----------            -----------
Total assets                                 $4,739,547             $5,974,735
                                             ==========             ==========


Liabilities and Stockholders' Equity
Accounts payable and accrued expenses           950,442            $   751,419
Loan payable                                    127,500                127,500
Capitalized lease obligations                                            8,459
Due to related party                             94,480                 94,480
                                             ----------            -----------
Total liabilities                             1,172,422                981,858
                                             ----------             ----------


Stockholders' equity
Common stock, par value $.01 per share           41,088                 40,728
Additional paid-in capital                    6,405,821              6,232,256
Accumulated deficit                          (2,729,784)            (1,327,818)
Accumulated comprehensive income                                       197,711
Note receivable for common stock               (150,000)              (150,000)
                                             ----------             ----------
Total stockholders' equity                    3,567,125              4,992,877
                                             ----------             -----------
Total liabilities and stockholders' equity   $4,739,547             $5,974,735
                                             ==========             ==========

   See accompanying notes to the consolidated condensed financial statements.


<PAGE>


                        AVENUE ENTERTAINMENT GROUP, INC.


                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

                                   (Unaudited)
<TABLE>

<CAPTION>


                                                 Three months                     Nine months
                                               ended September 30,               ended September 30,
                                                 1998          1997             1998           1997

<S>                                         <C>              <C>             <C>            <C>       
Operating revenues                          $ 144,136        $ 116,050       $553,894       $2,242,362
                                            ---------        ---------       --------       ----------

Cost and expenses:

Film production costs                          18,911           26,690        192,163        1,177,518

Selling, general & administrative
 expenses                                     563,652          598,682      1,783,920        1,938,497
                                           ----------        ---------     ----------       ----------

    Total costs and expenses                  582,563          625,372      1,976,083        3,116,015
                                           ----------       ----------     ----------      -----------

    Unrealized gains (losses) on
     trading securities                      (177,775)                         27,853
                                           ----------  ---------------    -----------

    Loss before income tax                   (616,202)        (509,322)    (1,394,336)        (873,653)

Income tax benefit (expense)                     (174)         100,000         (7,630)         172,367
                                        -------------       ----------   ------------      -----------

Net loss                                    $(616,376)       $(409,322)   $(1,401,966)       $(701,286)
                                            =========        =========    ===========        =========

Basic and diluted loss per share        $        (.15)   $       (.11)  $        (.34)    $       (.19)
                                        =============    ============   =============     ============

Weighted average shares

 outstanding                                4,108,838        3,772,838      4,090,838        3,737,838
                                           ==========       ==========     ==========       ==========




</TABLE>

   See accompanying notes to the consolidated condensed financial statements.


<PAGE>


                        AVENUE ENTERTAINMENT GROUP, INC.


                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

                                   (Unaudited)
<TABLE>

<CAPTION>


                                                                   Nine months
                                                                ended September 30,

                                                              1998             1997
                                                           ----------        ------

Cash flows from operating activities:

<S>                                                      <C>                 <C>        
Net loss                                                 $ (1,401,966)       $ (701,286)
Adjustments to reconcile net income
to net cash provided by (used for)
operating activities:
   Depreciation                                                18,094            20,340
   Unrealized gain on trading securities                      (27,853)
   Amortization-film production costs                         254,463         1,136,281
   Amortization-goodwill                                      210,390           210,390
   Stock option compensation                                   28,125            28,125

Changes in other operating assets and liabilities:
   Accounts receivable                                         45,021          (194,816)
   Film costs                                                (388,623)         (762,501)
   Other assets                                               (15,584)           31,898
   Accounts payable and accrued expenses                      250,350           158,731
   Income taxes receivable                                     27,000          (180,000)
   Advances from customers                                                     (488,730)
                                                        -------------        ----------
Net cash used for operating activities                     (1,000,583)         (741,568)
                                                          -----------        ----------
Cash flows from investing activities:

  Proceeds from sale of trading securities                     63,000           270,000
  Purchase of equipment                                        (2,364)          (16,455)
                                                        -------------        ----------
  Net cash provided by investing
   activities                                                  60,636           253,545
                                                         ------------        ----------


</TABLE>



<PAGE>



                        AVENUE ENTERTAINMENT GROUP, INC.

           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Continued)



                                   (Unaudited)

<TABLE>

<CAPTION>


                                                                     Nine months
                                                                 ended September 30,

                                                            1998              1997
                                                         ---------        --------


Cash flows from financing activities:

<S>                                                      <C>      
Sale of common stock                                     $ 145,800
Proceeds from loan payable                                                 $ 227,500
Exercise of warrants                                                         100,000
Principal payments of capital lease of obligation           (8,459)          (26,255)
                                                        ----------        ----------

      Net cash provided by financing activities            137,341           301,245
                                                        ----------        ----------

      Net decrease in cash                                (802,606)         (186,778)

Cash at the beginning of period                          1,158,347           687,080
                                                        ----------       -----------

Cash at the end of period                               $  355,741         $ 500,302
                                                        ==========         =========

Supplemental disclosures of cash flow information:

Cash paid during the periods for:

  Interest                                              $    8,916        $   40,924
                                                        ==========        ==========
  Income taxes                                          $    7,493         $ 191,628
                                                        ==========         =========


</TABLE>

   See accompanying notes to the consolidated condensed financial statements.







<PAGE>



                        AVENUE ENTERTAINMENT GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)




1.       Summary of Significant Accounting Policies


The Company

Avenue  Entertainment  Group, Inc. (the "Company") is principally engaged in the
development,  production and distribution of feature films,  television  series,
movies-for-television, mini-series and film star biographies.



Generally,  theatrical  films are first  distributed  in the theatrical and home
video markets. Subsequently,  theatrical films are made available for world-wide
television  network  exhibition or pay  television,  television  syndication and
cable  television.  Generally,  television  films are first licensed for network
exhibition and foreign  syndication or home video, and subsequently for domestic
syndication on cable  television.  The revenue cycle  generally  extends 7 to 10
years on film and television product.


Basis of Presentation

The accompanying  interim  consolidated  financial statements of the Company are
unaudited  and have  been  prepared  by the  Company  pursuant  to the rules and
regulations  of  the  Securities  and  Exchange  Commission   regarding  interim
financial reporting. Accordingly, they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements  and should be read in conjunction  with the  consolidated
financial statements and notes thereto included in the Company's Form 10K-SB for
the year ended December 31, 1997. In the opinion of management, all adjustments,
consisting only of normal recurring adjustments, necessary to present fairly the
financial  position  of the  Company  at  September  30,  1998,  the  results of
operations  and its cash flows for the three months and nine month periods ended
September 30, 1998 and 1997 have been  included.  The results of operations  for
the  interim  period are not  necessarily  indicative  of  results  which may be
realized for the full year.



The December 31, 1997 Consolidated Condensed Balance Sheet has been reclassified
for comparative purposes.



<PAGE>


                        AVENUE ENTERTAINMENT GROUP, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)


2.       Film costs

         Film costs consist of the following:

                                                     September 30, December 31,
                                                           1998         1997
           In process or development                  $      9,013       47,955
           Released, net of accumulated amortization 
              of $12,007,537 and $11,753,074             1,606,718    1,433,616
                                                         ---------    ---------
                                                      $  1,615,731    1,481,571
                                                         =========    =========


3.       Loan payable

         On May 27, 1997,  the Company  entered  into an  unsecured  demand note
which provided the Company with borrowings (the "Note") in the principal  amount
of $250,000, at prime plus 1%, with Fleet Bank, National Association  ("Fleet"),
which was payable on demand, but in any event not later then May 27, 1998. As of
June 1, 1998,  Fleet  extended the Note for an  additional  one-year  period and
reduced the available borrowing amount of the Note to $150,000.  As of September
30, 1998, $127,500 had been borrowed under the Note at an interest rate of 9.5%.
The Note is payable on demand, but in any event not later then May 27, 1999.

4.       Comprehensive income

         The Company has adopted  Statement  of Financial  Accounting  Standards
("SFAS") No. 130. "Reporting  Comprehensive Income", which establishes standards
for the  reporting  and display of  comprehensive  income and its  components in
general purpose  financial  statements for the year ended December 31, 1998. The
following are the components of comprehensive income:

                                                  Nine months ended
                                           September 30,         September 30,
                                                  1998                1997
                                               ---------           -------

Net loss $  (1,401,966)                    $  (701,286)
Other comprehensive income, net of tax:
 Unrealized gains on
  marketable securities                                            304,272
                                           -----------        ------------
    Comprehensive income                    (1,401,966)        $  (397,014)
                                           ===========         ===========


<PAGE>



                        AVENUE ENTERTAINMENT GROUP, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

4.       Comprehensive income (Continued)

         The components of accumulated  comprehensive income, net of related tax
are as follows:

                                                  September 30,  December 31,
                                                         1998     1997

Unrealized gains on
  marketable securities                          $              $  197,711
                                                 ------------   ---------
    Accumulated other comprehensive income       $              $  197,711
                                                 ============   ==========

         In June 1998,  the Company made the decision to sell in the  short-term
its  shares  of  GP  Strategies  common  stock,  which  are  classified  on  the
Consolidated  Balance  Sheet as a  Marketable  security,  in order to  assist in
funding its working capital needs. The effect of  reclassifying  these shares as
trading   securities  from  available  for  sale  was  a  $205,628  decrease  in
Accumulated other comprehensive income on the Consolidated Balance Sheet at June
30, 1998.

5.       Sale of stock

         In May 1998, the Company sold 36,000  restricted shares of common stock
to certain investors  pursuant to a private  placement  transaction and realized
net  proceeds of  approximately  $146,000.  The shares of common stock cannot be
sold,  transferred  or assigned for a one-year  period.  The Company  claimed an
exemption from the registration  requirements of the Securities Act of 1933 (the
"Act") pursuant to Rule 506 of Registration D of the Act.




<PAGE>


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

The following  discussion and analysis  should be read in  conjunction  with the
Company's consolidated condensed financial statements and related notes thereto.

General

The  Company is an  independent  entertainment  company  which,  through its two
operating  subsidiaries (Avenue Pictures and Wombat Productions) produces motion
pictures for theatrical exhibition, television and other ancillary markets, both
domestically and internationally.

Liquidity and capital resources

At  September  30,  1998,  the  Company had  approximately  $356,000 of cash and
approximately  $279,000 of short term  investments.  Of the  $356,000 of cash at
September  30,  1998,  approximately  $300,000  has been  earmarked  for  future
residual  payments  which have been  accrued in the  financial  statements.  The
residual  payments  would be  payable  on the  earlier of the second air date of
certain television productions or September 2000.

On May 27, 1997, the Company entered into an unsecured demand note (the "Note"),
which provided the Company with borrowings in the principal  amount of $250,000,
at prime plus 1%, with Fleet Bank, National Association. The Note was payable on
demand,  but in any event not later then May 27, 1998. As of June 1, 1998, Fleet
extended the Note for an  additional  one-year  period and reduced the available
borrowing amount of the Note to $150,000. As of September 30, 1998, $127,500 had
been borrowed  under the Note.  The Note is payable on demand,  but in any event
not later then May 27, 1999.

Management  believes  that the  existing  cash  and  marketable  securities  are
adequate to fund the Company's operations, however, management may seek to raise
additional  funds,  through the issuance of common stock or issuance of debt, to
expand the Company's business at a greater rate. However,  there is no guarantee
that  such  funding  will be  available,  or  available  under  terms  which are
acceptable  to the  Company.  The  Company's  rate of growth and  investment  in
projects,  as well as its current  organizational  structure will be adjusted as
necessary based on available financing and existing capital resources.

Results of operations

For the quarter and nine months ended  September  30,1998 the Company had a loss
before  income taxes of $616,000 and  $1,394,000  compared to a loss of $509,000
and  $874,000  for the quarter and nine months ended  September  30,  1997.  The
increased loss for the periods was the result of reduced revenues earned by both
Wombat and Avenue Pictures as well as a $178,000 unrealized loss on the transfer
of GP Strategies  common stock from available for sale to trading  securities in
the quarter ended September 1998.

Revenues

Revenues for the three months ended September 30, 1998 were $144,000 compared to
$116,000 for the three  months  ended  September  30,  1997.  Revenues  from the
operations  of Avenue  Pictures for the three months ended  September  30, 1998,
were approximately $122,000, which were primarily derived from development fees,
as compared to approximately  $10,000 in 1997. Revenues from Wombat's operations
for the three  months ended  September  30, 1998 were  approximately  $23,000 as
compared to $106,000  for the three  months ended  September  30,  1997.  Of the
revenues  earned by Wombat  during the three  months ended  September  30, 1997,
approximately   $64,000  was  derived  from   licensing  of  rights  for  Wombat
programming in secondary markets through Janson Associates.

Revenues for the nine months ended September 30, 1998 were $554,000  compared to
$2,242,000  for the nine months  ended  September  30, 1997.  Revenues  from the
operations of Avenue  Pictures for the nine months ended September 30, 1998 were
approximately  $234,000 which were primarily  derived from  development  fees as
compared to  approximately  $1,457,000  for the nine months ended  September 30,
1997  which  were  primarily  derived  from  the  delivery  to  Hallmark  of the
made-for-television  movie  "Tell  Me No  Secrets"  and the  recognition  of the
producing and overhead fees on the feature film  "Finding  Graceland".  Revenues
from  Wombat's  operations  for the nine months  ended  September  30, 1998 were
approximately  $320,000,  as compared  to  approximately  $785,000  for the nine
months  ended  September  30,  1997.  Wombat's  revenue of  $320,000 in 1998 was
derived from the licensing of rights to Wombat  programming in secondary markets
through  Janson  Associates.  Of the revenues  earned by Wombat  during the nine
months ended  September  30, 1997,  approximately  $286,000 was derived from the
completion and availability of two one-hour motion picture profiles for A&E. The
remaining  revenue of $499,000 was derived  from  licensing of rights for Wombat
programming in secondary markets through Janson Associates.

Film Production Costs

Cost of  revenues  for the nine months  ended  September  30, 1998 was  $192,000
compared to  $1,178,000  for the nine  months  ended  September  30,  1997.  The
decrease is the result of reduced revenue recognized for the period.

Selling, General and Administrative

Selling,  general and administrative (S,G&A) expenses for the three months ended
September 30, 1998 were $564,000 compared to $599,000 for the three months ended
September  30,  1997.  The reduced  S,G&A cost for the period was the results of
efforts to reduce expenses and personnel costs due to the reduced revenue level.

Selling, general and administrative expenses for the nine months ended September
30, 1998 were  $1,784,000  compared  to  $1,938,000  for the nine  months  ended
September  30,  1997.  The reduced  S,G&A cost for the period was the results of
efforts to reduce expenses and personnel costs due to the reduced revenue level.

Recent accounting developments

The Financial Accounting Standards Board issued Accounting Standards (SFAS 130),
"Reporting  Comprehensive  Income",  in June 1997 which  requires a statement of
comprehensive income to be included in the financial statements for fiscal years
beginning  after  December  15,  1997.  The Company has  included  the  required
information in Note 4 to the Consolidated Financial Statements.

In  addition,  in June of 1997,  the FASB  issued SFAS 131,  "Disclosures  About
Segments of an Enterprise and Related Information". SFAS 131 requires disclosure
of certain information about operating segments and about products and services,
geographic areas in which a company  operates,  and their major  customers.  The
Company is  presently  in the  process of  evaluating  the effect  that this new
standard will have on disclosures in the Company's financial  statements and the
required  information  will be  reflected  in the year ended  December  31, 1998
financial statements.

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standard  (SFAS)  No.  133,  "Accounting  for  Derivative
Instruments and Hedging Activities." This Statement  establishes  accounting and
reporting standards for derivative  instruments and for hedging  activities.  It
requires  that  an  entity   recognize  all  derivatives  as  either  assets  or
liabilities in the statement of financial position and measure those instruments
at fair value.  This  Statement is effective  for all fiscal  quarters of fiscal
years  beginning  after June 15,  1999.  The Company  will adopt SFAS No. 133 by
January 1, 2000. The Company is currently  evaluating the impact the adoption of
SFAS No. 133 will have on the consolidated financial statements.

Year 2000

The  Company  is aware of the issues  associated  with the  programming  code in
existing  computer systems as the millennium (year 2000)  approaches.  The "year
2000" problem is pervasive  and complex as virtually  every  computer  operation
will be affected in some way by the  rollover of the two digit year value to 00.
The issue is whether  computer  systems will properly  recognize  date sensitive
information  when  the  year  changes  to  2000.  Systems  that do not  properly
recognize such  information  could generate  erroneous data or cause a system to
fail.

The Company is  utilizing  both  internal  and  external  resources to identify,
correct or  reprogram  and test  systems for year 2000  compliance.  The Company
operates its  financial  reporting  systems  through a personal  computer  based
accounting  and  general  ledger  package.  The  Company  is in the  process  of
installing  the  required  updates to the  system to make the  system  year 2000
compliant.  The Company  believes  that these  updates  will cost  approximately
$5,000 and be complete by the end of the first quarter of 1999.

The Company  has also  identified  various  ancillary  programs  that need to be
updated and has  contracted  with third  parties  for this work to be  completed
within the next six months. It is expected that the cost of these  modifications
will be approximately $5,000.

In addition,  the Company is examining  their exposure to the year 2000 in other
areas of technology. These areas include telephone and E-mail systems, operating
systems  and  applications  in free  standing  personal  computers,  local  area
networks and other areas of communication. A failure of these systems, which may
impact the ability of the Company to service their  customers which could have a
material  effect on their results of operations.  These issues are being handled
by the finance team at the Company by  identifying  the  problems and  obtaining
from service  providers  either the necessary  modifications  to the software or
assurances that the systems will not be disrupted. The Company believes that the
cost of the programming and equipment  upgraded will not be in excess of $7,500.
In addition,  certain  personnel  computers and other equipment that is not year
2000  compliant  will be  upgraded  through  the  Company's  normal  process  of
equipment upgrades.  The Company believes that the evaluation and implementation
process will be complete no later than the second quarter of 1999. Over the next
year, the Company plans to continue to develop and implement  other  information
technology projects needed in the ordinary course of business.

The  Company  expects  to  finance  these  expenditures  from  working  capital.
Therefore,  the  Company  does not expect the year 2000 issue to have a material
adverse impact on its financial position or results of operations.

Like other  companies,  the Company  relies on its customers for revenues and on
its vendors for products and services of all kinds; these third parties all face
the year 2000 issue.  An  interruption  in the ability of any of them to provide
goods or  services,  or to pay for goods or  services  provided  to them,  or an
interruption  in the business  operations of our customers  causing a decline in
demand for  services,  could have a material  adverse  effect on the  Company in
turn.

In addition,  there is a risk, the  probability of which the Company is not in a
position to estimate, that the transition to the year 2000 will cause wholesale,
perhaps    prolonged,    failures    of    electrical    generation,    banking,
telecommunications  or  transportation  systems in the United  States or abroad,
disrupting the general  infrastructure of business and the economy at large. The
effect of such disruptions on the Company could be material.

The  Company's  various   departments  will  communicate  with  their  principal
customers and vendors about their year 2000  readiness,  and expect this process
to be completed no later than the third  quarter of 1999.  None of the responses
received to date suggests that any  significant  customer or vendor  expects the
year 2000 issue to cause an  interruption  in its operations  which would have a
material  adverse  impact on the  Company.  However,  because  so many firms are
exposed to the risk of failure not only of their own systems, but of the systems
of other firms,  the ultimate effect of the year 2000 issue is subject to a very
high degree of uncertainty.

The Company believes that its  preparations  currently under way are adequate to
assess and manage the risks presented by the year 2000 issue,  and does not have
a formal contingency plan at this time.

The  statements  in this section  regarding  the effect of the year 2000 and the
Company's  responses  to it are  forward-looking  statements.  They are based on
assumptions  that the Company  believes to be reasonable in light of its current
knowledge and experience.  A number of contingencies  could cause actual results
to differ materially from those described in forward-looking  statements made by
or on behalf of the Company.

Forward-Looking Statements

This report contains certain forward-looking  statements reflecting management's
current  views with respect to future events and  financial  performance.  These
forward-looking  statements are subject to certain risks and uncertainties  that
could   cause   actual   results  to  differ   materially   from  those  in  the
forward-looking  statements,  including,  but not limited to, the ability of the
Company to reverse its history of operating losses; production risks; dependence
on contracts with certain customers;  future foreign distribution  arrangements;
the risk that the Company's  preparations with respect to the risks presented by
the year  2000  issue  will not be  adequate;  and  dependence  on  certain  key
management  personnel.  All of these above factors are difficult to predict, and
many are beyond the control of the Company.





<PAGE>



                           PART II. OTHER INFORMATION

                        AVENUE ENTERTAINMENT GROUP, INC.



                               September 30, 1998


                                   SIGNATURES

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


                                            AVENUE ENTERTAINMENT GROUP, INC.

DATE:         November 16, 1998             BY:    Gene Feldman
                                                   Chairman of the Board



DATE:         November 16, 1998             BY:    Cary Brokaw
                                                   President and Chief Executive
                                                   Officer, Director

DATE:         November 16, 1998             BY:    Ira J. Sobotko
                                                   Principal Accounting Officer