<PAGE>


================================================================================

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

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                          COMMISSION FILE NUMBER 1-8722

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

                            MSC.SOFTWARE CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

            DELAWARE                                           95-2239450
 (State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                             Identification No.)

          2 MACARTHUR PLACE
         SANTA ANA, CALIFORNIA                                   92707
  (Address of Principal Executive Offices)                      (Zip Code)

  (Registrant's Telephone Number, Including Area Code):      (714) 540-8900

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                       NAME OF EACH EXCHANGE
       TITLE OF EACH CLASS                              ON WHICH REGISTERED

 Common Stock, Par Value $0.01 Per Share              New York Stock Exchange

7-7/8% Convertible Subordinated Debentures            New York Stock Exchange
         Due August 18, 2004

    SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  Warrants


     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/   No /_/

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

     As of March 15, 2001, the approximate aggregate market value of
MSC.Software Corporation's voting stock held by non-affiliates was $133,074,000.

     As of March 15, 2001, there were outstanding 14,236,336 shares of Common
Stock of MSC.Software Corporation.


================================================================================


<PAGE>

     This amendment to the Annual Report of Form 10-K for MSC.Software
Corporation for the year ended December 31, 2000 is being filed to modify Part
III, Item 11 only.

                                    PART III

ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                                       LONG-TERM COMPENSATION
                                                               ANNUAL COMPENSATION                             AWARDS
                                                ---------------------------------------------       ------------------------------
                                                                                    OTHER           SECURITIES
                                                                                    ANNUAL          UNDERLYING         ALL OTHER
           NAME AND                             SALARY            BONUS          COMPENSATION         OPTIONS         COMPENSATION
     PRINCIPAL POSITION          YEAR             ($)               ($)             ($)(2)            (#)(3)             ($)(4)
    --------------------         ----          ---------        ---------        ------------       -----------       ------------
<S>                              <C>           <C>              <C>               <C>                 <C>              <C>
 Frank Perna, Jr.                2000          $ 325,000        $ 300,000         $      -            400,000          $ 37,770
   CHAIRMAN AND CHIEF            1999          $ 307,548        $ 250,000         $      -            150,000          $      -
   EXECUTIVE OFFICER             1998          $  14,808        $       -         $ 87,930            278,000          $      -

 Louis A. Greco                  2000          $ 225,000         $ 80,000         $      -             45,024          $ 26,107
   CHIEF FINANCIAL OFFICER       1999          $ 210,833         $ 55,040         $      -             75,000          $ 24,425
                                 1998          $ 204,167         $ 28,368         $      -            105,000          $ 23,747

 Kenneth D. Blakely              2000          $ 218,333         $ 71,000         $      -             40,000          $ 25,395
   SENIOR VICE PRESIDENT         1999          $ 194,996         $ 52,480         $      -            100,000          $ 25,776
                                 1998          $ 192,958         $ 27,178         $      -            115,000          $ 22,047

 Richard C. Murphy               2000          $ 183,333         $ 13,000         $126,658             20,500          $ 28,801
   VICE PRESIDENT                1999          $ 145,833         $ 11,668         $ 64,319             50,000          $ 20,047
                                 1998          $ 139,167         $ 41,545         $      -             75,000          $ 15,080

 Jeffrey Morgan                  2000          $ 172,917         $ 27,000         $      -             45,500          $ 19,107
   VICE PRESIDENT
</TABLE>


NOTES TO SUMMARY COMPENSATION TABLE

(1)  WE DID NOT MAKE ANY PAYMENTS OR AWARDS THAT WOULD BE CLASSIFIABLE UNDER THE
     RESTRICTED STOCK AWARD AND LTIP PAYOUT COLUMNS OTHERWISE REQUIRED TO BE
     INCLUDED IN THE TABLE BY THE APPLICABLE SECURITIES AND EXCHANGE COMMISSION
     DISCLOSURE RULES.

(2)  THE AMOUNTS INCLUDED IN THIS COLUMN FOR EACH OF THE NAMED EXECUTIVE
     OFFICERS DO NOT INCLUDE THE VALUE OF CERTAIN PERQUISITES WHICH IN THE
     AGGREGATE DID NOT EXCEED THE LOWER OF $50,000 OR 10% OF EACH NAMED
     EXECUTIVE'S AGGREGATE FISCAL 1998, 1999 OR 2000 SALARY AND BONUS
     COMPENSATION.

(3)  UNLESS OTHERWISE NOTED, REPRESENTS SHARES OF STOCK UNDERLYING OPTIONS
     GRANTED UNDER THE 1991 STOCK OPTION PLAN, AS AMENDED (THE "1991 PLAN") AND
     THE 1998 PLAN. THERE WERE NO INDIVIDUAL GRANTS OF STOCK OPTIONS IN TANDEM
     WITH STOCK APPRECIATION RIGHTS ("SAR'S") OR FREESTANDING SAR'S MADE DURING
     THE YEARS ENDED DECEMBER 31, 1998, 1999 OR 2000 TO THE ABOVE-NAMED
     EXECUTIVE OFFICERS.

(4)  UNLESS OTHERWISE NOTED, THE AMOUNTS SHOWN CONSTITUTE CONTRIBUTIONS ON
     BEHALF OF THE NAMED INDIVIDUALS TO (A) THE MSC.SOFTWARE CORPORATION PROFIT
     SHARING PLAN ("PSP") AND (B) THE MSC.SOFTWARE CORPORATION SUPPLEMENTAL
     RETIREMENT AND DEFERRED COMPENSATION PLAN ("SERP") IN THE FOLLOWING
     AMOUNTS: FRANK PERNA, JR.: 2000 ($13,190 TO PSP, $24,580 TO SERP); LOUIS A.
     GRECO: 2000 ($13,190 TO PSP, $12,917 TO SERP), 1999 ($12,370 TO PSP,
     $12,055 TO SERP), 1998 ($12,580 TO PSP, $11,167 TO SERP); KENNETH D.
     BLAKELY: 2000 ($13,190 TO PSP, $12,205 TO SERP), 1999 ($12,370 TO PSP,
     $13,406 TO SERP), 1998 ($12,580 TO PSP, $9,467 TO SERP); RICHARD C. MURPHY:
     2000 ($13,190 TO PSP, $15,611 TO SERP); 1999 ($12,370 TO PSP, $7,677 TO
     SERP); 1998 ($10,455 TO PSP, $4,625 TO SERP); JEFFREY MORGAN: 2000 ($13,190
     TO PSP, $5,917 TO SERP);


                                       2


<PAGE>

OPTION GRANT TABLE

     The following table presents additional information concerning the stock
options shown in the Summary Compensation Table and granted to the named
executive officers for fiscal year 2000:

<TABLE>
<CAPTION>
                                                     INDIVIDUAL GRANTS
--------------------------------------------------------------------------------------------------------------------------
                             NUMBER OF
                            SECURITIES
                            UNDERLYING         PERCENT OF TOTAL
                              OPTIONS           OPTIONS GRANTED                                                GRANT DATE
                              GRANTED           TO EMPLOYEES IN        EXERCISE PRICE        EXPIRATION       PRESENT VALUE
     NAME                    (#)(1)(2)         FISCAL YEAR 2000          ($/SHARE)              DATE             ($)(3)
  ----------                -----------        -----------------       --------------        ----------       ------------
<S>                         <C>                      <C>                  <C>                <C>  <C>           <C>
Frank Perna, Jr.            100,000(10)              7.1%                 $ 13.0000          3/23/2010          $ 606,000
                            100,000 (4)              7.1%                 $ 15.0000          3/23/2010          $ 557,000
                            100,000(11)              7.1%                 $ 20.0000          3/23/2010          $ 457,000
                            100,000 (5)              7.1%                 $ 25.0000          3/23/2010          $ 383,000

Louis A. Greco                5,024 (6)              0.4%                 $ 12.9375(8)       7/31/2001          $  15,000
                             40,000 (7)              2.8%                 $  9.1250(8)       5/10/2010          $ 185,000

Kenneth D. Blakely           40,000 (7)              2.8%                 $  9.1250(8)       5/10/2010          $ 185,000

Richard C. Murphy            20,000 (7)              1.4%                 $  9.1250(8)       5/10/2010          $  93,000
                                500 (9)              0.0%                 $  8.6500(8)       11/2/2010          $   2,000

Jeffrey Morgan               25,000 (5)              1.8%                 $ 12.3120(8)       3/23/2010          $ 156,000
                             20,000 (7)              1.4%                 $  9.1250(8)       5/10/2010          $  93,000
                                500 (9)              0.0%                 $  8.6500(8)       11/2/2010          $   2,000
</TABLE>

NOTES TO OPTION GRANT TABLE

(1)  DURING 2000, OPTIONS WERE GRANTED PURSUANT TO THE 1991 PLAN AND THE 1998
     PLAN. OPTIONS UNDER THE 1991 PLAN AND THE 1998 PLAN ARE NONTRANSFERABLE
     OTHER THAN BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION OR, IN THE CASE
     OF THE 1991 PLAN, CERTAIN EXCEPTIONS UNDER RULE 16b-3 OF THE SECURITIES
     EXCHANGE ACT OF 1934. OPTIONS UNDER THE 1991 PLAN ARE EXERCISABLE ONLY
     DURING AN OPTIONEE'S TERM OF EMPLOYMENT, AND FOR THREE MONTHS AFTER
     TERMINATION OF EMPLOYMENT IF AS A RESULT OF PERMANENT DISABILITY OR
     RETIREMENT OR RESIGNATION APPROVED BY THE BOARD. OPTIONS UNDER THE 1998
     PLAN ARE GENERALLY EXERCISABLE FOR THREE MONTHS AFTER RESIGNATION, TWELVE
     MONTHS AFTER DEATH OR DISABILITY AND EITHER THREE OR TWELVE MONTHS
     (DEPENDING ON THE NATURE OF THE OPTION) AFTER RETIREMENT. BOTH PLANS
     PROVIDE THAT VESTING MAY BE ACCELERATED IN CERTAIN EVENTS RELATED TO
     CHANGES IN CONTROL OF MSC.SOFTWARE, UNLESS THE COMPENSATION COMMITTEE,
     PRIOR TO SUCH CHANGE IN CONTROL, DETERMINES OTHERWISE. THE 1991 PLAN
     PROVIDES THAT THE COMPENSATION COMMITTEE HAS DISCRETION, SUBJECT TO CERTAIN
     LIMITS, TO MODIFY THE TERMS OF OUTSTANDING OPTIONS AND TO RE-GRANT AND
     RE-PRICE OPTIONS. BOTH PLANS ARE ADMINISTERED BY THE COMPENSATION COMMITTEE
     OF THE BOARD.

(2)  THE 1991 PLAN PROVIDES, UNDER CERTAIN CIRCUMSTANCES, FOR THE GRANT OF
     "RELOAD OPTIONS" IF AN OPTIONEE USES ALREADY-OWNED SHARES OF COMMON STOCK
     TO PAY FOR THE EXERCISE OF ANY OPTIONS. THE RELOAD PROVISION PERMITS THE
     GRANTEE THE RIGHT TO PURCHASE THE SAME NUMBER OF SHARES OF OUR COMMON STOCK
     AS THE GRANTEE USED TO EXERCISE ANY OPTIONS AT AN EXERCISE PRICE EQUAL TO
     THE FAIR MARKET VALUE OF A SHARE OF COMMON STOCK ON THE DATE OF EXERCISE OF
     THE INITIAL OPTION TO WHICH THE RELOAD RELATES. THE 1998 PLAN DOES NOT
     PROVIDE FOR "RELOAD OPTIONS".

(3)  GRANT DATE PRESENT VALUE DETERMINED UNDER BLACK-SCHOLES VALUATION METHOD.
     THE ESTIMATED VALUES UNDER THE BLACK-SCHOLES MODEL ARE BASED ON THE
     FOLLOWING ASSUMPTIONS: THE RISK-FREE RATE OF RETURN IS 5.38%, THE EXPECTED
     DIVIDEND YIELD IS 0%, THE EXPECTED VOLATILITY IS 51.3% AND THE EXPECTED
     TERM IS FIVE YEARS. THE ACTUAL VALUE, IF ANY, AN EXECUTIVE MAY REALIZE WILL
     DEPEND ON THE EXCESS OF THE STOCK PRICE OVER THE EXERCISE PRICE ON THE DATE
     THE OPTION IS EXERCISED. THEREFORE, THERE IS NO ASSURANCE THAT THE VALUE
     REALIZED BY AN EXECUTIVE WILL BE AT OR NEAR THE VALUE ESTIMATED BY THE
     BLACK-SCHOLES MODEL.

                                       3

<PAGE>


(4)  REPRESENTS GRANT TO EMPLOYEE OF NON-QUALIFIED STOCK OPTIONS TO PURCHASE
     SHARES OF COMMON STOCK GRANTED ON MARCH 23, 2000 UNDER THE 1998 PLAN THAT
     ARE EXERCISABLE IN INSTALLMENTS, WITH 50% OF THE OPTIONS BECOMING
     EXERCISABLE ONE YEAR AFTER THE DATE OF GRANT AND WITH AN ADDITIONAL 50% OF
     THE OPTIONS BECOMING EXERCISABLE ON EACH SUCCESSIVE ANNIVERSARY DATE. FULL
     VESTING WILL OCCUR ON THE SECOND ANNIVERSARY DATE.

(5)  REPRESENTS GRANT TO EMPLOYEE OF NON-QUALIFIED STOCK OPTIONS TO PURCHASE
     SHARES OF COMMON STOCK GRANTED ON MARCH 23, 2000 UNDER THE 1991 PLAN THAT
     ARE EXERCISABLE IN INSTALLMENTS, WITH 25% OF THE OPTIONS BECOMING
     EXERCISABLE ONE YEAR AFTER THE DATE OF GRANT AND WITH AN ADDITIONAL 25% OF
     THE OPTIONS BECOMING EXERCISABLE ON EACH SUCCESSIVE ANNIVERSARY DATE. FULL
     VESTING WILL OCCUR ON THE FOURTH ANNIVERSARY DATE.

(6)  REPRESENTS A RELOAD GRANT TO EMPLOYEE OF QUALIFIED STOCK OPTIONS TO
     PURCHASE SHARES OF COMMON STOCK GRANTED ON MARCH 2, 2000 UNDER THE 1991
     PLAN THAT ARE EXERCISABLE SIX MONTHS AFTER THE DATE OF GRANT. FULL VESTING
     WILL OCCUR ON THE SIX-MONTH ANNIVERSARY DATE.

(7)  REPRESENTS GRANT TO EMPLOYEE OF NON-QUALIFIED STOCK OPTIONS TO PURCHASE
     SHARES OF COMMON STOCK GRANTED ON MAY 10, 2000 UNDER THE 1998 PLAN THAT ARE
     EXERCISABLE IN INSTALLMENTS, WITH 25% OF THE OPTIONS BECOMING EXERCISABLE
     ONE YEAR AFTER THE DATE OF GRANT AND WITH AN ADDITIONAL 25% OF THE OPTIONS
     BECOMING EXERCISABLE ON EACH SUCCESSIVE ANNIVERSARY DATE. FULL VESTING WILL
     OCCUR ON THE FOURTH ANNIVERSARY DATE.

(8)  OPTIONS WERE GRANTED AT AN EXERCISE PRICE EQUAL TO THE FAIR MARKET VALUE ON
     THE DATE OF GRANT.

(9)  REPRESENTS GRANT TO EMPLOYEE OF NON-QUALIFIED STOCK OPTIONS TO PURCHASE
     SHARES OF COMMON STOCK GRANTED ON NOVEMBER 2, 2000 UNDER THE 1998 PLAN THAT
     ARE EXERCISABLE ONE YEAR AFTER THE DATE OF GRANT. FULL VESTING WILL OCCUR
     ON THE FIRST ANNIVERSARY DATE.

(10) REPRESENTS GRANT TO EMPLOYEE OF NON-QUALIFIED STOCK OPTIONS TO PURCHASE
     SHARES OF COMMON STOCK GRANTED ON MARCH 23, 2000 UNDER THE 1998 PLAN THAT
     ARE EXERCISABLE ONE YEAR AFTER THE DATE OF GRANT. FULL VESTING WILL OCCUR
     ON THE FIRST ANNIVERSARY DATE.

(11) REPRESENTS GRANT TO EMPLOYEE OF NON-QUALIFIED STOCK OPTIONS TO PURCHASE
     SHARES OF COMMON STOCK GRANTED ON MARCH 23, 2000 UNDER THE 1991 PLAN THAT
     ARE EXERCISABLE IN INSTALLMENTS, WITH 33% OF THE OPTIONS BECOMING
     EXERCISABLE ONE YEAR AFTER THE DATE OF GRANT AND WITH AN ADDITIONAL 33% OF
     THE OPTIONS BECOMING EXERCISABLE ON EACH SUCCESSIVE ANNIVERSARY DATE. FULL
     VESTING WILL OCCUR ON THE THIRD ANNIVERSARY DATE.


                                       4


<PAGE>


AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES

     The following table shows information for the named executive officers
concerning exercises of stock options during 2000 and the amount and values of
unexercised stock options as of December 31, 2000.

<TABLE>
<CAPTION>

                                                          NUMBER OF SECURITIES                 VALUE OF UNEXERCISED
                            SHARES                       UNDERYING UNEXERCISED                    "IN-THE-MONEY"
                           ACQUIRED                    OPTIONS AT FISCAL YEAR-END           OPTIONS AT FISCAL YEAR-END
                              ON        VALUE                    (#)                                ($)(1)
                           EXERCISE    REALIZED      -----------------------------       -------------------------------
      NAME                   (#)         ($)         EXERCISABLE     UNEXERCISABLE       EXERCISABLE       UNEXERCISABLE
--------------------      --------     --------      -----------     -------------       -----------       -------------
<S>                       <C>          <C>             <C>              <C>               <C>                <C>
Frank Perna, Jr.                -      $      -        221,500          612,500           $ 454,000          $ 454,000
Louis A. Greco             10,000      $ 64,000        211,274          148,750           $  36,000          $ 108,000
Kenneth D. Blakely              -      $      -        142,500          172,500           $  61,000          $ 143,000
Richard C. Murphy               -      $      -         75,000           95,500           $  37,000          $  72,000
Jeffrey Morgan                  -      $      -          6,250           64,250           $  12,000          $  36,000
</TABLE>

NOTES TO OPTION EXERCISE TABLE

(1)  BASED ON THE CLOSING PRICE OF MSC.SOFTWARE'S COMMON STOCK ON DECEMBER 31,
     2000 ($7.85 PER SHARE) MINUS THE EXERCISE PRICE OF "IN-THE-MONEY" OPTIONS.

SEVERANCE PLANS AND OTHER INFORMATION

     We have entered into severance agreements with the named executive officers
and other key employees. These severance agreements provide that, if we or the
employee terminate the employee's employment with MSC.Software (other than as a
result of death or disability) for any reason within two years after a change of
control(1) of MSC.Software, the employee will receive a severance payment. The
severance payments will be reduced to the extent any payment is not deductible
by us for federal income tax purposes. The severance agreements are
automatically renewed annually unless MSC.Software gives written notice that it
does not wish to extend them. In addition, the agreements will continue in
effect for three years after a change in control.

     PERNA, GRECO, BLAKELY, MURPHY AND MORGAN - The severance payment for Frank
Perna, Jr., Louis Greco, Kenneth Blakely, Richard C. Murphy and Jeffrey Morgan
will be a cash payment of two and one-half times the average of the cash
compensation received by the employee over the last five years.


--------

(1)  UNDER THE SEVERANCE AGREEMENTS, A CHANGE IN CONTROL IS DEFINED TO INCLUDE
     THE FOLLOWING TRANSACTIONS UNLESS APPROVED BY A MAJORITY OF THE BOARD OF
     DIRECTORS:

     (A)  ANY PERSON OR GROUP BECOMES THE BENEFICIAL OWNER OF 20% OR MORE OF THE
          COMBINED VOTING POWER OF MSC.SOFTWARE'S THEN OUTSTANDING SECURITIES;

     (B)  THE ELECTION IN A CONTEST FOR ELECTION OF A MAJORITY OF THE BOARD WHO
          WERE NOT DIRECTORS PRIOR TO SUCH CONTEST;

     (C)  THE STOCKHOLDERS APPROVE THE DISSOLUTION OR LIQUIDATION OF
          MSC.SOFTWARE;

     (D)  THE STOCKHOLDERS APPROVE A MERGER, CONSOLIDATION OR OTHER
          REORGANIZATION OF MSC.SOFTWARE, AS A RESULT OF WHICH LESS THAN 50% OF
          THE OUTSTANDING VOTING SECURITIES OF THE RESULTING ENTITY ARE OWNED BY
          FORMER STOCKHOLDERS OF MSC.SOFTWARE; OR

     (E)  THE STOCKHOLDERS APPROVE THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE
          ASSETS OF MSC.SOFTWARE TO A PERSON OR ENTITY WHICH IS NOT A SUBSIDIARY
          OF MSC.SOFTWARE.


                                       5

<PAGE>


     OTHER KEY EMPLOYEES - Some key employees with severance agreements who have
been employed by MSC.Software for at least five years will receive a severance
payment at least equal to the average of the employee's total cash compensation
over the last five years, increasing ratably to a maximum of two times the
average of the last five years of such employee's total cash compensation if the
employee was employed for ten years or more. Others will receive two and one
half times the average of the cash compensation received by the employee over
the last five years regardless of the length of service. A total of 149
employees have severance agreements with MSC.Software.

DIRECTORS' COMPENSATION

     Directors who are also employees or officers of MSC.Software do not receive
any additional compensation for their service on the Board. Currently,
non-employee directors receive a $15,000 annual retainer plus $5,000 per year
for each committee chair. Directors also receive $2,500 for each Board meeting
they attend and $1,500 for each committee meeting they attend. In addition,
non-employee directors are reimbursed for all expenses incurred in connection
with attendance at meetings of the Board and the performance of Board duties.

     Directors who are not officers or employees of MSC.Software are eligible to
participate in the Non-Employee Director Program. Under this program, directors
receive a grant of options to purchase 10,000 shares of common stock upon
election to the Board. In addition, directors receive an annual grant of options
to purchase 3,000 shares of common stock on the first business day of each
calendar year. On January 3, 2000, Larry Barels, Donald Glickman, George Riordan
and William Grun each received 3,000 options to purchase common stock at an
exercise price of $10.125. All of the options granted under the program become
exercisable 12 months after the date of grant and expire on the fifth
anniversary of the grant date.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     William Grun, Donald Glickman and Larry Barels each served as members of
the Compensation Committee during 2000. None of the members of the Compensation
Committee are officers or employees, or former officers or employees, of
MSC.Software or any of its subsidiaries. No interlocking relationship exists
between the members of the Board or Compensation Committee and the board of
directors or compensation committee of any other company, nor has any such
interlocking relationship existed in the past.



                                       6


<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.

                              MSC.SOFTWARE CORPORATION
                                   (REGISTRANT)



Dated:  JULY 25, 2001         BY:  /s/    LOUIS A. GRECO
                                   ----------------------------------
                                   LOUIS A. GRECO
                                   CHIEF FINANCIAL OFFICER
                                   (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)


                                       7