<PAGE> 1
       US SECURITIES AND EXCHANGE COMMISSION
       WASHINGTON, DC 20549
       FORM 10-QSB

  (Mark One)

  (X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the quarterly period ended ____6-30-03_____

  ( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE EXCHANGE ACT
       For the transition period from ________________ to ________________

       Commission file number _____________2-97210-NY_____________________

                           CVD EQUIPMENT CORPORATION
       (Exact name of small business issuer as specified in its charter)

                                    NEW YORK
         (State or other jurisdiction of incorporation or organization)

                                   11-2621692
                      (IRS Employer Identification Number)

                  1860 SMITHTOWN AVENUE, RONKONKOMA, NY 11779
                    (Address of principal executive offices)

                                  631-981-7081
                           (Issuers Telephone Number)

     (Former name, former address, and former fiscal year, if changed since
                                  last report)


  Check whether the issuer (1) filed all reports required to be filed
  by section 13 or 15 (d) of the Exchange Act during the past 12 months (or
  for such shorter periods 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


  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
  PRECEDING FIVE YEARS
  Check whether the registrant filed all documents and reports required
  to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the
  distribution of securities under a plan confirmed by a court.  Yes
       No

  APPLICABLE ONLY TO CORPORATE ISSUERS
  State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date:

  3,039,100 SHARES OF COMMON STOCK, $.01 PAR VALUE AS OF 8-14-03

  <PAGE> 2

                           CVD EQUIPMENT CORPORATION
                          NOTE TO FINANCIAL STATEMENTS
                             FOR THE QUARTER ENDING
                                 JUNE 30, 2003

                         BASIS OF FINANCIAL STATEMENTS


  The financial data is subject to year end audit and does not claim to be a
  complete presentation since note disclosure under generally accepted
  accounting procedures is not included.  Note disclosures required under
  generally accepted accounting procedures are included in the Company's
  audited financial statements filed as part of Form 10-KSB for the year
  ended December 31, 2002.  Form 10-QSB should be read in conjunction with
  these financial statements.

  The results of operations for the three months are not necessarily
  indicative of those for the full year.  In the opinion of management, the
  accompanying unaudited financial statements contain all adjustments
  necessary to fairly present the financial position and the results of
  operation for the periods indicated.

  <PAGE> 3
                            MANAGEMENT'S DISCUSSION

  INTRODUCTION
       Statements contained in this Report on Form 10-QSB that are not
  historical facts are forward-looking statements within the meaning of
  Section 21E of the Securities Exchange Act of 1934, as amended, including
  without limitation, statements regarding industry trends, strategic business
  development, pursuit of new markets, competition, results from operations,
  and are subject to the safe harbor provisions created by that statute.  A
  forward-looking statement may contain words such as "intends",  "plans",
  "anticipates", "believes", "expect to", or words of similar import.
  Management cautions that forward-looking statements are subject to risks
  and uncertainties that could cause the Company's actual results to differ
  materially from those projected.  These risks and uncertainties include,
  but are not limited to, marketing success, product development,
  production, technological difficulties, manufacturing costs, and changes
  in economic conditions in the markets the Company serves.  The Company
  undertakes no obligation to release revisions to forward-looking
  statements to reflect subsequent events, changed circumstances, or the
  occurrence of unanticipated events.


  FORWARD LOOKING STATEMENTS
       Certain statements in this Management's Discussion and Analysis of
  Financial Condition and Results of Operations constitute "forward looking
  statements" within the meaning of the Private Securities Litigation Reform
  Act of 1995.  Such forward looking statements involve known and unknown
  risks, uncertainties and other factors which may cause the actual results,
  performance, or achievements of the Company to be materially different
  from any future results, performance, or achievements expressed or implied
  by such forward looking statements.  These forward looking statements were
  based on various factors and were derived utilizing numerous important
  assumptions and other important factors that could cause actual results to
  differ materially from those in the forward looking statements.  Important
  assumptions and other factors that could cause actual results to differ
  materially from those in the forward looking statements, include, but are
  not limited to: competition in the Company's existing and potential future
  product lines of business; the Company's ability to obtain financing on
  acceptable terms if and when needed; uncertainty as to the Company's
  future profitability, uncertainty as to the future profitability of
  acquired businesses or product lines, uncertainty as to any future
  expansion of the company.  Other factors and assumptions not identified
  above were also involved in the derivation of these forward looking
  statements, and the failure of such assumptions to be realized as well as
  other factors may also cause actual results to differ materially from
  those projected.  The Company assumes no obligation to update these
  forward looking statements to reflect actual results, changes in
  assumptions or changes in other factors affecting such forward looking
  statements.

  REVENUE RECOGNITION
       CVD recognizes and identifies on its financial statements, revenue on
  a percent complete methodology for contracts falling under SOP 81-1 and
  recognizes revenues on a completed contract methodology for contracts
  falling under SAB 101. CVD feels this is the most accurate and consistent
  methodology to meet the requirements of the two regulations.

  <PAGE> 4
  <TABLE>
  <CAPTION>
  CVD EQUIPMENT CORPORATION  AND SUBSIDIARY
         CONSOLIDATED BALANCE SHEETS

                                                                      JUNE 30       DECEMBER 31
                                                                        2003            2002
                                                                    (UNAUDITED)      (AUDITED)
                                                                    ------------    ------------
  <S>                                                               <C>             <C>
  ASSETS
  Current Assets
    Cash and cash equivalents                                       $   253,756     $   323,537
    Accounts receivable, net                                          1,693,386       1,852,794
    Cost in excess of billings on uncompleted contracts               1,143,408         783,646
    Inventories                                                       1,517,850       2,023,487
    Other current assets                                                212,155         194,232
                                                                    ------------    ------------
                                              Total Current Assets    4,820,555       5,177,696
  Property, Plant and Equipment, net                                  5,526,167       5,630,375
  Deferred Income Taxes                                                 344,074         344,074
  Other Assets                                                          167,569         138,974
  Intangible Assets, net                                                129,685         136,393
                                                                    ------------    ------------
                                                      Total Assets  $10,988,050     $11,427,512
                                                                    ============    ============


  LIABILITIES AND STOCKHOLDERS' EQUITY
  Current Liabilities
    Accounts payable                                                $ 1,158,034     $   938,056
    Accrued expenses                                                    195,730         336,702
    Billings in excess of costs on uncompleted contracts                    -           146,387
    Short-term notes payable                                            350,000         350,000
    Short-term borrowings                                                   -               -
    Current maturities of long-term debt                                182,735         177,124
                                                                    ------------    ------------
                                         Total Current Liabilities    1,886,499       1,948,269
  Long-term Debt, net of current portion                              3,420,990       3,513,783
                                                                    ------------    ------------
                                                 Total Liabilities    5,307,489       5,462,052
                                                                    ------------    ------------

  Commitments and Contingencies
  Stockholders' Equity
    Common stock - $0.01 par value -10,000,000 shares authorized;
    3,039,100 shares issued & outstanding                                30,391          30,391
    Additional paid-in capital                                        2,902,149       2,902,149
    Retained earnings                                                 2,748,021       3,032,920
                                                                    ------------    ------------
                                        Total Stockholders' Equity    5,680,561       5,965,460
                                                                    ------------    ------------
                        Total Liabilities and Stockholders' Equity  $10,988,050     $11,427,512
                                                                    ============    ============

  </TABLE>

  <PAGE> 5
  <TABLE>
  <CAPTION>
  CVD EQUIPMENT CORPORATION  AND SUBSIDIARY
         CONSOLIDATED STATEMENTS OF INCOME


                                                                         THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                                               JUNE 30                           JUNE 30

                                                                        2003            2002              2003            2002
                                                                    (UNAUDITED)     (UNAUDITED)       (UNAUDITED)      (UNAUDITED)
                                                                    ------------    ------------      ------------    ------------
  <S>                                                               <C>             <C>               <C>             <C>
  Revenue
    Revenue on completed contracts                                  $ 1,440,743     $ 1,895,640       $ 3,971,524     $ 3,110,663
    Revenue on uncompleted contracts                                    583,711        (254,327)        1,680,067         420,569
                                                                    ------------    ------------      ------------    ------------
                                                     Total Revenue    2,024,454       1,641,313         5,651,591       3,531,232
                                                                    ------------    ------------      ------------    ------------
  Costs of Revenue
    Cost on completed contracts                                       1,351,679       1,391,287         3,482,469       2,322,954
    Cost on uncompleted contracts                                       518,600         (89,352)        1,042,095         228,297
                                                                    ------------    ------------      ------------    ------------
                                           Total Costs of Revenues    1,870,279       1,301,935         4,524,564       2,551,251
                                                                    ------------    ------------      ------------    ------------

                                                      Gross Profit      154,175         339,378         1,127,027         979,981
                                                                    ------------    ------------      ------------    ------------
  Operating Expenses
    Selling and shipping                                                 71,922         202,131           425,915         377,533
    General and administrative                                          545,915         527,036         1,126,413       1,021,262
                                                                    ------------    ------------      ------------    ------------
                                          Total Operating Expenses      617,837         729,167         1,552,328       1,398,795
                                                                    ------------    ------------      ------------    ------------
                                            Operating Income(Loss)     (463,662)       (389,789)         (425,301)       (418,814)
                                                                    ------------    ------------      ------------    ------------
  Other Income (Expense)
    Interest income                                                         110           9,716               234          19,544
    Interest expense                                                    (60,793)        (24,919)         (123,762)        (47,921)
    Gain on sale of fixed assets                                            -               -                 -             2,500
    Other income                                                        195,954           5,997           263,930          22,485
                                                                    ------------    ------------      ------------    ------------
                                                Total Other Income      135,271          (9,206)          140,402          (3,392)
                                                                    ------------    ------------      ------------    ------------

                                         Income(Loss) Before Taxes     (328,391)       (398,995)         (284,899)       (422,206)
  Income Tax Benefit                                                     15,170             -                 -                 9
                                                                    ------------    ------------      ------------    ------------
                                                  Net Income(Loss)     (313,221)       (398,995)         (284,899)       (422,197)


  Earnings Per Share
       Basic                                                        $   (0.10)      $   (0.13)        $    (0.09)     $   (0.14)
       Diluted                                                      $   (0.10)      $   (0.12)        $    (0.09)     $   (0.13)

  Weighted Average Shares
       Basic                                                          3,039,100       3,033,827         3,039,100       3,035,703
       Diluted                                                        3,045,557       3,203,502         3,047,350       3,208,799

  </TABLE>

  <PAGE> 6
  <TABLE>
  <CAPTION>
  CVD EQUIPMENT CORPORATION  AND SUBSIDIARY
     CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                         THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                                               JUNE 30                           JUNE 30

                                                                        2003            2002              2003            2002
                                                                    (UNAUDITED)     (UNAUDITED)       (UNAUDITED)      (UNAUDITED)
                                                                    ------------    ------------      ------------    ------------
  <S>                                                               <C>             <C>               <C>             <C>
  CASH Flows from Operating Activities
    Net Income(Loss)                                                $  (313,221)    $  (398,995)      $  (284,899)    $  (422,197)
    Adjustments to reconcile net income to net cash provided by
        (used in) operating activities:
    Depreciation and amortization                                        89,929          70,148           180,150         137,124
    Gain on sale of fixed assets                                            -               -                 -            (2,500)
    Bad debt provision                                                    4,669          (3,024)            1,358          (5,071)
    (Increase) decrease in:
      Accounts receivable                                               802,638        (347,710)          158,050        (371,850)
      Cost in excess of billings on uncompleted contracts              (195,502)        313,704          (359,762)        282,171
      Inventory                                                         122,372        (906,710)          505,638        (880,844)
      Other current assets                                               20,675         (50,274)          (17,924)       (105,752)
      Other assets                                                      (24,704)        (46,441)          (48,799)        170,740
    Increase (decrease) in:
      Accounts payable                                                 (219,535)        486,861           219,981         542,418
      Accrued expenses                                                 (301,513)        236,675          (140,976)        143,531
      Billing in excess of costs on uncompleted contracts                   -            (8,728)         (146,387)          2,904
                                                                    ------------    ------------      ------------    ------------
              Net cash provided by (used in) operating activities       (14,192)       (654,494)           66,430        (509,326)
                                                                    ------------    ------------      ------------    ------------
  Cash Flows from Investing Activities
    Capital expenditures                                                 (9,829)     (1,105,174)          (49,029)     (3,300,592)
    Proceeds from sale of fixed assets                                      -               -                 -             2,500
                                                                    ------------    ------------      ------------    ------------
              Net cash provided by (used in) investing activities        (9,829)     (1,105,174)          (49,029)     (3,298,092)
                                                                    ------------    ------------      ------------    ------------
  Cash Flows from Financing Activities
    Proceeds from the exercise of options                                   -             8,301               -             8,301
    Proceeds of short-term borrowings                                   100,000             -             315,000             -
    Payments of short-term borrowings                                  (150,000)            -            (315,000)            -
    Proceeds of long-term debt                                              -               -                 -         1,588,056
    Payments of long-term debt                                          (43,931)        (37,419)          (87,182)        (49,215)
                                                                    ------------    ------------      ------------    ------------
               Net cash provided by (used in) financing activities      (93,931)        (29,118)          (87,182)      1,547,142
                                                                    ------------    ------------      ------------    ------------
               Net increase(decrease) in cash and cash equivalents     (117,952)     (1,788,786)          (69,781)     (2,260,276)
                                                                    ------------    ------------      ------------    ------------
         Cash and cash equivalents at the beginning of the quarter      371,708       1,889,660           323,537       2,361,150
                                                                    ------------    ------------      ------------    ------------
               Cash and cash equivalents at the end of the quarter  $   253,756     $   100,874       $   253,756     $   100,874
                                                                    ============    ============      ============    ============

  </TABLE>

  <PAGE> 7
           ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                        THREE MONTHS ENDED JUNE 30, 2003

  REVENUE
  An increase in volume resulted in second quarter of 2003 revenue being
  $2,024,454, a  23% increase from second quarter of 2002 revenue of
  $1,641,313.

  COSTS AND EXPENSES
  The cost of revenue increased to $1,870,279 in second quarter of 2003 as
  compared to $1,301,935 in second quarter of 2002. Of this $568,344
  increase, approximately $343,000 is attributed to material, $7,000 to
  freight in expense, $151,000 to salaries, $10,000 to depreciation expense
  and  $17,000 to real estate taxes.

  Selling and shipping expenses decreased to $71,922 in second quarter of
  2003 from  $202,131 in second quarter of 2002. Of this $130,209 decrease,
  approximately $117,000  is attributed to commissions, $18,000 to salaries
  and $10,000 to royalties, which is offset by an increase of $7,000 to
  freight out expense and $5,000 to auto expense.

  General and Administrative expenses increased to $545,915 in second
  quarter of 2003 from $527,036 in second quarter of 2002. Of this $18,879
  increase, approximately   $45,000 to salaries,  which is offset by a
  decrease of $14,000 to legal fees and $9,000 to employee relocation
  expense.

  Interest expense increased by $35,874 from $24,919 in second quarter 2002
  to $60,793 in second quarter of 2003, because the company's average
  outstanding debt increased, as a result of the mortgage on the new
  building purchased in March 2002.

  Other income increased by $189,957 from $5,997 in second quarter of 2002
  to $195,954 in second quarter of 2003. Of this increase, $150,000 is
  attributed to an  insurance reimbursement  for legal fees  and $41,000 is
  attributed to collection of accounts receivable exceeding the $369,000
  booked as part of the purchase of the assets.

  <PAGE> 8
           ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                         SIX MONTHS ENDED JUNE 30, 2003

  REVENUE
  An increase in volume resulted in six months of 2003 revenue being
  $5,651,591, a  60% increase from six months of 2002 revenue of $3,531,232.

  COSTS AND EXPENSES
  The cost of revenue increased to $4,524,564 in six months of 2003 as
  compared to $2,551,251 in six months of 2002. Of this $1,973,313 increase,
  approximately $1,414,000 is attributed to material, $16,000 to freight in,
  $335,000 to salaries, $28,000 to depreciation, $28,000 to utilities and
  $35,000 to real estate taxes.

  Selling and shipping expenses increased to $425,915 in six months of 2003
  from  $377,533 in six months of 2002. Of this $48,382 increase,
  approximately $38,000  is attributed to commissions and $38,000 to freight
  out expense, which is offset by a decrease of $12,000 to salaries and
  $14,000 to royalties.

  General and Administrative expenses increased to $1,126,413 in six months
  of 2003 from $1,021,262 in six months of 2002. Of this $105,151 increase,
  approximately   $135,000 to salaries, which is offset by a decrease of
  $22,000 to legal fees and $7,000 to consulting fees.

  Interest expense increased by $75,841 from $47,921 in six months of 2002
  to $123,762 in six months of 2003, because the company's average
  outstanding debt increased, as a result of the mortgage on the new
  building purchased in March 2002.

  Other income increased by $241,445 from 22,485 in six months of 2002 to
  $263,930 in six months of 2003. Of this increase, $150,000 is attributed
  to an insurance  reimbursement  for legal fees and $104,000 is attributed
  to collection of accounts receivable exceeding the $369,000 booked as part
  of the purchase of the assets.





  LIQUIDITY AND CAPITAL RESOURCES

  By the end of the second quarter of 2003, the Company's cash position
  decreased to $253,756 from $323,537 at the beginning of the year. The
  decrease in cash is mainly attributed to the daily operating activities.

  At the end of the second quarter of 2003, the Company's account receivable
  position decreased to $1,693,386 from $ 1,852,794 at the beginning of the
  year. This decrease was attributable to timing of customer payments and
  billings.

  <PAGE> 9

  At the close of the second quarter of 2003, the Company's backlog
  decreased to approximately $1,876,855. This represents the amount of
  orders not billed or taken as part of percentage of completion. This
  backlog has decreased from approximately $3,816,877 at the beginning of
  the year. This decrease is mainly attributed to a decrease in new orders
  and to shipments delayed from the fourth quarter of 2002 to the first
  quarter of 2003. This delay resulted from the reduction in productivity of
  the CVD and Conceptronic divisions due to their relocation to the new
  facility in the fourth quarter of 2002. The $1,876,855 backlog is actively
  being worked on.

  The Company believes that its cash and cash equivalents, cash flow from
  operations and available credit facilities will be sufficient to meet its
  working capital and investment requirements for the next twelve months.
  However, future growth, including potential acquisitions, may require
  additional funding, and from time to time the Company may need to raise
  capital through additional equity or debt financing.

  <PAGE> 10
















                                   SIGNATURES


  Pursuant to the requirements of Section 13 or 15 (d) 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, this
  14th day of August 2003.

                      CVD EQUIPMENT CORPORATION

                      By: /s/ Leonard A. Rosenbaum
                          Leonard A. Rosenbaum
                          President, Chief Executive Officer and Director


  Pursuant to the requirements of the Securities and Exchange Act of 1934,
  this report signed below by the following persons on behalf of the
  Registrant and in the capacities and on the dates indicated.


  /s/ Leonard A. Rosenbaum   President, Chief Executive Officer and Director
  Leonard A. Rosenbaum




  /s/ Sharon Canese          Chief Financial Officer and Secretary
  Sharon Canese

  <PAGE> 11
  Certifications Pursuant to Rule 13A-14 or 15D-14 of the Securities exchange
  act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
  of 2002

  I, Leonard A. Rosenbaum, certify that:

  1. I have reviewed this quarterly report on Form 10-QSB of CVD
  Equipment Corporation;

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

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

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

       a. Designed such disclosure controls and procedures to ensure that
       material information relating to the registrant, including its
       consolidated subsidiaries, is made known to us by others within
       those entities, particularly during the period in which this
       quarterly report is being prepared;
       b. Evaluated the effectiveness of the registrant's disclosure
       controls and procedures as of a date within 90 days prior to the
       filing date of this quarterly report (the "Evaluation Date"); and
       c. Presented in this quarterly report our conclusions about the
       effectiveness of the disclosure controls and procedures based on
       our evaluation as of the Evaluation Date.

  5. The registrant's other certifying officers and I have disclosed,
  based on our most recent evaluation,  the registrant's auditors  and
  the audit committee of the registrants' board of directors (or
  persons performing the equivalent functions):

       a. All significant deficiencies in the  design or operation of
       internal controls which could adversely affect the registrant's
       ability to record, process, summarize and  report financial data
       and have identified for the registrant's auditors any material
       weakness in internal controls; and
       b. Any Fraud, whether or not material, that involves management or
       other employees who have a significant role in the registrant's
       internal controls.

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

    Dated: August 14, 2003

     /s/ Leonard A. Rosenbaum
  ----------------------------------------
  President, Chief Executive Officer and Director

  <PAGE> 12
  Certifications Pursuant to Rule 13A-14 or 15D-14 of the Securities exchange
  act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
  of 2002

  I, Sharon Canese, certify that:

  1. I have reviewed this quarterly report on Form 10-QSB  of  CVD
  Equipment Corporation;

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

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

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

       a. Designed such disclosure controls and procedures to ensure that
       material information relating to the registrant, including its
       consolidated subsidiaries, is made known to us by others within
       those entities, particularly during the period in which this
       quarterly report is being prepared;
       b.  Evaluated the effectiveness of the registrant's disclosure
       controls and procedures as of a date within 90 days prior to the
       filing date of this quarterly report (the "Evaluation Date"); and
       c. Presented in this quarterly report our conclusions about the
       effectiveness of the disclosure controls and procedures based on
       our evaluation as of the Evaluation Date.

  5. The registrant's other certifying officers and I have disclosed,
  based on our most recent evaluation,  the registrant's auditors  and
  the audit committee of the registrants' board of directors (or
  persons performing the equivalent functions):

       a. All significant deficiencies in the  design or operation of
       internal controls which could adversely affect the registrant's
       ability to record, process, summarize and  report financial data
       and have identified for the registrant's auditors any material
       weakness in internal controls; and
       b. Any Fraud, whether or not material, that involves management or
       other employees who have a significant role in the registrant's
       internal controls.

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

    Dated: August 14, 2003

     /s/ Sharon Canese
  ----------------------------------------
  Chief Financial Officer and Secretary