<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended March 31, 2003             Commission File No. 0-15940

              UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
                         A MICHIGAN LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)


           MICHIGAN                                          38-2593067
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                          identification number)



                  280 DAINES STREET, BIRMINGHAM, MICHIGAN 48009
               (Address of principal executive offices) (Zip Code)

                                 (248) 645-9261
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(g) of the Act:
             $1,000 per unit, units of limited partnership interest


         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-Q or any amendment to this
Form 10-Q [ ]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).

                         Yes [  ]          No [X]



<PAGE>



              UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
                         A MICHIGAN LIMITED PARTNERSHIP

                                      INDEX


<TABLE>
<CAPTION>

                                                                                       Page
                                                                                       ----
<S>               <C>                                                                  <C>
PART I            FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS


                  Balance Sheets
                  March 31, 2003 (Unaudited) and
                  December 31, 2002                                                     3

                  Statements of Income
                  Three months ended March 31, 2003
                  and 2002 (Unaudited)                                                  4

                  Statement of Partner's Equity
                  Three months ended March 31, 2003 (Unaudited)                         4

                  Statements of Cash Flows
                  Three months ended March 31, 2003
                  and 2002 (Unaudited)                                                  5

                  Notes to Financial Statements
                  March 31, 2003 (Unaudited)                                            6


ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS
                  OF OPERATIONS                                                         7

ITEM 3.           QUANTITATIVE AND QUALITATIVE
                  DISCLOSURES ABOUT MARKET RISK                                         10

ITEM 4.           CONTROL'S AND PROCEDURES                                              10

PART II           OTHER INFORMATION

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K
                  CERTIFICATION EXHIBITS                                                11
</TABLE>




<PAGE>


              UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
                         A MICHIGAN LIMITED PARTNERSHIP

                                  BALANCE SHEET


<TABLE>
<CAPTION>

ASSETS                                                            MARCH 31, 2003                   DECEMBER 31, 2002
                                                                  --------------                   -----------------
                                                                   (UNAUDITED)
<S>                                                               <C>                             <C>
Properties:
  Land                                                                $5,280,000                        $5,280,000
  Buildings And Improvements                                          25,249,181                        25,249,181
  Furniture And Fixtures                                                 213,513                           213,513
                                                                     -----------                       -----------
                                                                      30,742,694                        30,742,694

  Less Accumulated Depreciation                                       13,219,601                        13,011,689
                                                                     -----------                       -----------
                                                                      17,523,093                        17,731,005

Cash And Cash Equivalents                                                753,459                           607,207
Cash - Security Escrow                                                   305,158                           305,158
Unamortized Finance Costs                                                345,048                           366,548
Manufactured Homes and Improvements                                    1,115,255                         1,152,759
Other Assets                                                           1,014,211                           727,650
                                                                     -----------                       -----------

Total Assets                                                         $21,056,224                       $20,890,327
                                                                     -----------                       -----------


<CAPTION>
LIABILITIES AND PARTNERS' DEFICIT                                 MARCH 31, 2003                   DECEMBER 31, 2002
                                                                  --------------                   -----------------
                                                                    (UNAUDITED)
<S>                                                               <C>                              <C>
Line of Credit                                                          $195,755                          $195,755
Accounts Payable                                                         133,806                           120,004
Other Liabilities                                                        977,925                           773,368
Mortgage Payable                                                      31,842,556                        31,939,585
                                                                     -----------                       -----------


Total Liabilities                                                    $33,150,042                       $33,028,712

Partners' (Deficit) Equity:
  General Partner                                                     (3,769,738)                       (3,661,251)
  Class A Limited Partners                                            (9,377,892)                       (9,421,318)
  Class B Limited Partners                                             1,053,812                           944,184
                                                                     -----------                       -----------

Total Partners' Deficit                                              (12,093,818)                      (12,138,385)
                                                                     -----------                       -----------

Total Liabilities And
  Partners' Deficit                                                  $21,056,224                       $20,890,327
                                                                     -----------                       -----------
</TABLE>

                        See Notes to Financial Statements

                                        3

<PAGE>
                    UNIPROP MANUFACTURED HOUSING INCOME FUND
                         A MICHIGAN LIMITED PARTNERSHIP



<TABLE>
<CAPTION>

STATEMENTS OF INCOME                                                                THREE MONTHS ENDED
                                                                         March 31, 2003           March 31, 2002
                                                                         --------------           --------------
                                                                          (Unaudited)               (Unaudited)
<S>                                                                      <C>                      <C>
Income:
  Rental Income                                                              $2,113,837            $2,143,837
  Home Sale Income                                                              244,735               325,920
  Other                                                                         156,108               108,040
                                                                             ----------            ----------

Total Income                                                                 $2,514,680            $2,577,797
                                                                             ----------            ----------


Operating Expenses:
  Administrative Expenses
  (Including  $113,371 and $113,284 in Property
  Management Fees Paid to An Affiliate for the
  Three Month Period Ended March 31, 2003 and
  2002, Respectively)                                                           492,948               482,851
  Property Taxes                                                                230,940               217,569
  Utilities                                                                     148,850               138,029
  Property Operations                                                           239,355               279,273
  Depreciation And Amortization                                                 229,412               220,193
  Interest                                                                      651,884               663,951
  Home Sale Expense                                                             217,474               306,948
                                                                                -------               -------

Total Operating Expenses                                                     $2,210,863            $2,308,814
                                                                             ----------            ----------

Net Income                                                                     $303,817              $268,983
                                                                             ----------            ----------

Income Per Limited Partnership Unit:
  Class A                                                                         $5.15                 $4.25
  Class B                                                                        $14.22                $13.22

Distribution Per Limited Partnership Unit
  Class A                                                                         $3.00                 $3.00
  Class B                                                                         $3.00                 $3.00

Weighted Average Number Of Limited
  Partnership Units Outstanding
    Class A                                                                      20,230                20,230
    Class B                                                                       9,770                 9,770

<CAPTION>

STATEMENT OF PARTNER'S EQUITY (UNAUDITED)
                                                        Total           General Partner        Class A Limited    Class B Limited
<S>                                                    <C>              <C>                    <C>               <C>


Beginning Balance of December 31, 2002                 (12,138,385)          (3,661,251)           (9,421,318)           944,184
Net Income                                                 303,817               60,763               104,116            138,938
Distributions                                             (259,250)            (169,250)              (60,690)           (29,310)
                                                       ------------          -----------           -----------         ---------
BALANCE AS OF MARCH 31, 2003                           (12,093,818)          (3,769,738)           (9,377,892)         1,053,812
</TABLE>





See Notes to Financial Statements

                                        4
<PAGE>



              UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND
                         A MICHIGAN LIMITED PARTNERSHIP



<TABLE>
<CAPTION>

STATEMENTS OF CASH FLOWS
(Unaudited)
                                                                                            THREE MONTHS ENDED
                                                                                  March 31, 2003           March 31, 2002
                                                                                  --------------           --------------
<S>                                                                               <C>                      <C>
Cash Flows From Operating Activities:
  Net Income                                                                           $303,817                  $268,983
                                                                                       --------                  --------

Adjustments To Reconcile Net Income
 To Net Cash Provided By
  Operating Activities:
  Depreciation                                                                          207,912                   198,693
  Amortization                                                                           21,500                    21,500
  (Increase) Decrease in Homes and Improvements                                          37,504                  (305,102)
 (Increase) Decrease In Other Assets                                                   (286,561)                 (136,943)
  Increase  (Decrease) In Accounts Payable                                               13,802                   478,556
  Increase (Decrease)  In Other Liabilities                                             204,557                   203,537
                                                                                       --------                  --------

Total Adjustments:                                                                      198,714                   460,241
                                                                                       --------                  --------

    Net Cash Provided By
      Operating Activities                                                              502,531                   729,224
                                                                                       --------                  --------

Cash Flows Used In Investing  Activities:
        Capital Expenditures                                                                  0                  (377,919)
                                                                                       --------                  --------

Cash Flows From Financing Activities:
        Distributions To Partners                                                      (259,250)                 (260,250)
        Principal Payments on Mortgage                                                  (97,029)                  (89,934)
                                                                                       --------                  --------

Net Cash Used In                                                                       (356,279)                 (350,184)
                                                                                       --------                  --------
Financing Activities

Increase (Decrease) In Cash and Equivalents                                             146,252                     1,121

Cash and Equivalents, Beginning                                                         607,207                   902,752
                                                                                       --------                  --------

Cash and Equivalents, Ending                                                           $753,459                  $903,873
                                                                                       --------                  --------
</TABLE>


                        See Notes to Financial Statements

                                        5

<PAGE>


              UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
                         A MICHIGAN LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                           March 31, 2003 (Unaudited)


1.    BASIS OF PRESENTATION:

The accompanying unaudited 2003 financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. The balance sheet at December 31, 2002 has been derived from the
audited financial statements at that date. Operating results for the three
months ended March 31, 2003 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2003, or for any other interim
period. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Partnership's Form 10-K for the year ended
December 31, 2002.














                                       -6-

<PAGE>





                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Capital Resources

The Partnership's capital resources consist primarily of its four manufactured
housing communities. On March 25, 1997 the Partnership borrowed $33,500,000 from
Nomura Asset Capital Corporation (the "Financing"). It secured the Financing by
placing liens on its four communities. As a result of the Financing, the
Partnership distributed $30,000,000 to the Limited Partners, which represented a
full return of the original capital contributions of $1,000 per unit.

Liquidity

As a result of the Financing, the Partnership's four properties are mortgaged.
At the time of the Financing, the aggregate principal amount due under the four
mortgage notes was $33,500,000 and the aggregate fair market value of the
Partnership's mortgaged properties was $53,200,000. The Partnership expects to
meet its short-term liquidity needs generally through its working capital
provided by operating activities.

The Partnership's long-term liquidity is based, in part, upon its investment
strategy. The properties owned by the Partnership were anticipated to be held
for seven to ten years after their acquisition. All of the properties have been
owned by the Partnership more than ten years. The General Partner may elect to
have the Partnership own the properties for as long as, in the opinion of the
General Partner, it is in the best interest of the Partnership to do so.

The Partnership has a renewable $1,000,000 line of credit with National City
Bank of Michigan/Illinois (formerly First of America Bank). The interest rate,
on such line of credit, floats 180 basis points above 1 month LIBOR, which on
March 31, 2003 was 1.310%. The sole purpose of the line of credit is to purchase
new and used homes to be used as model homes offered for sale within the
Partnership's communities. Over the past three years, sales of the new and used
model homes has been growing and the General Partner believes that continuing
the model home program is in the best interest of the Partnership. As of March
31, 2003 the outstanding balance on the line of credit was $195,755.

Net Cash from Operations available for aggregate distributions to all Partners
in UMHCIF during the quarter ended March 31, 2003 amounted to $533,229.


                                       -7-







<PAGE>


The amount available during the same period in 2002 was $489,176. Net Cash from
Operations is meant to be a supplemental measure of the Partnership's operating
performance. Net Cash from Operations is defined as net income computed in
accordance with generally accepted accounting principles ("GAAP"), plus real
estate related depreciation and amortization.

Net Cash from Operations does not represent cash generated from operating
activities in accordance with GAAP and is not necessarily indicative of cash
available to fund cash needs. Net Cash from Operations should not be considered
as an alternative to net income as the primary indicator of the Partnership's
operating performance nor as an alternative to cash flow as a measure of
liquidity.

The quarterly Partnership Management Distribution paid to the General Partner
during the first quarter based on prior quarter results was $146,750.00, or
one-fourth of 1.0% of the most recent appraised value of the properties held by
the Partnership ($58,700,000 x .01/4 = $146,750.00).

The cash available after payment of the Partnership Management Distribution
amounted to $386,479. From this amount, the General Partner elected to make a
total distribution of $112,500 for the first quarter of 2003 (unchanged from
2002), 80.0% or $90,000, was paid to the Limited Partners and 20.0% or $22,500
was paid to the General Partner.

While the Partnership is not required to maintain a working capital reserve, the
Partnership has not distributed all the cash generated from operations in order
to build cash reserves. As of March 31, 2003, the Partnership's cash balance
amounted to $753,459. The amount placed in reserves is at the discretion of the
General Partner.

Results of Operations

OVERALL, as illustrated in the tables below, the four properties had a combined
average occupancy of 90% at the end of March 2003, versus 93% a year ago. The
average monthly rent in March 2003 was approximately $462, or 3% more than the
$449 average monthly rent in March 2002 (average rent not a weighted average).









                                       -8-







<PAGE>

<TABLE>
<CAPTION>

                                  Total           Occupied         Occupancy         Average*
                                 Capacity           Sites             Rate             Rent
<S>                              <C>              <C>              <C>               <C>
Aztec Estates                       645              546               85%              $505
Kings Manor                         314              305               97                495
Old Dutch Farms                     293              252               86                441
Park of the Four Seasons            572              542               95                406
                                    ---              ---               ---               ---

Total on 3/31/03:                   1,824            1,645             90%              $462
Total on 3/31/02:                   1,824            1,693             93%              $449
*Not a weighted average
</TABLE>

<TABLE>
<CAPTION>

                                             GROSS REVENUES                         NET INCOME

                                         3/31/03        3/31/02              3/31/03            3/31/02
<S>                                 <C>              <C>                 <C>                 <C>
Aztec Estates                        $   879,073      $ 1,000,905         $  399,320         $   411,834
Kings Manor                              598,064          558,829            298,794             274,388
Old Dutch Farms                          392,455          359,810            237,706             206,913
Park of the Four Seasons                 643,363          653,376            365,723             412,289
                                     -----------      -----------         ----------         -----------
                                       2,512,955        2,572,920          1,301,543         $ 1,305,424

Partnership Management:                    1,725            4,877            (75,818)            (74,334)

Other Non Recurring expenses:               ---             ---              (40,612)            (77,963)

Debt Service                                                                (651,884)           (663,951)

Depreciation and Amortization               ---             ---             (229,412)           (220,193)
                                     -----------      -----------         ----------         -----------
                                     $ 2,514,680      $ 2,577,797         $  303,817         $   268,983
</TABLE>


COMPARISON OF QUARTER ENDED MARCH 31, 2003 TO QUARTER ENDED MARCH 31, 2002

Gross revenues decreased $63,117 to $2,514,680 in 2003, as compared to
$2,577,797 in 2002. The decrease was the result of lower occupancy due to weak
economic conditions. (See table in previous section.)

As described in the Statements of Income, total operating expenses were $97,951
lower, moving from $2,308,814 to $2,210,863. The decrease was due to a decrease
in home sale expense and interest expense.

As a result of the aforementioned factors, Net Income increased, $34,834 for the
first quarter of 2003 compared to the same quarter of the prior year, moving
from $268,983 for 2002 to $303,817 for 2003.




                                       -9-


<PAGE>


ITEM 3.
                          QUANTITATIVE AND QUALITATIVE
                          DISCLOSURES ABOUT MARKET RISK

The Partnership is exposed to interest rate rise primarily through its borrowing
activities. There is inherent roll over risk for borrowings as they mature and
are renewed at current market rates. The extent of this risk is not quantifiable
or predictable because of the variability of future interest rates and the
Partnership's future financing requirements.

      Note Payable: At March 31, 2003 the Partnership had a note payable
outstanding in the amount of $31,842,556. Interest on this note is at a fixed
annual rate of 8.24% through June 2007.

      Line-of-Credit: At March 31, 2003 the Partnership owed $195,755 under its
line-of-credit agreement, whereby interest is charged at a variable rate of
1.80% in excess of LIBOR.

A 10% adverse change in interest rates of the portion of the Partnership's debt
bearing interest at variable rates would result in an increase in interest
expense of less than $10,000 annually.

The Partnership does not enter into financial instruments transactions for
trading or other speculative purposes or to manage its interest rate exposure.


ITEM 4.  CONTROL'S AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

      The Director and Chief Financial Officer of Uniprop, Inc. have reviewed
and evaluated the effectiveness of our disclosure controls and procedures (as
defined in Exchange Act Rules 240.13a-14(c) and 15d-14(c)) within 90 days
before the filing of this quarterly report. Based on that evaluation, we have
concluded that our current disclosure controls and procedures are effective and
timely, providing them with material information relating to that required to be
disclosed in the reports we file or submit under the Exchange Act.

Changes in Internal Controls

      There have not been any significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation. We are not aware of any significant deficiencies or
material weaknesses, therefore no corrective actions were taken.


                                      -10-



<PAGE>




PART II - OTHER INFORMATION





ITEM 6.    REPORTS OF FORM 8-K

                   (A) Exhibit

                       EX-99.1          Certification pursuant to 18 U.S.C.
                                        Section 1350, as adopted pursuant to
                                        Section 906 of the Sarbanes-Oxley Act
                                        of 2002

                   (B) Reports of Form 8-K
                         There were no reports filed on Form 8-K during
                         the three months ended March 31, 2003.







                                      -11-


<PAGE>



                                   SIGNATURES

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

<TABLE>
<S><C>
                                              Uniprop Manufactured Housing
                                              Communities Income Fund,
                                              A Michigan Limited Partnership

                                     BY:      P.I. Associates Limited Partnership,
                                              A Michigan Limited Partnership,
                                              its General Partner

                                     BY:      /s/ Paul M. Zlotoff
                                              ----------------------------------
                                              Paul M. Zlotoff, General Partner

                                     BY:      /s/ Gloria A. Koster
                                              ---------------------------------------------
                                              Gloria A. Koster, Principal Financial Officer
</TABLE>



Dated: May 13, 2003




<PAGE>


     CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

      I,  Paul M Zlotoff, certify that:

      1.  I have reviewed this quarterly report on Form 10-Q of Uniprop
          Manufactured Housing Income Fund;

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

      3.  Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the 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 we 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 annual 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 annual report (the "Evaluation Date");
                  and
               c) presented in this quarterly report our conclusions about the
                  effectiveness of the 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, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent function):

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

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

     Date: May 13, 2003         Signature: /s/ Paul M. Zlotoff
                                          --------------------

                                Paul M. Zlotoff, Principal Executive Officer
                                President & Director of GP P.I. Associates Corp.









<PAGE>


     CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

      I,  Gloria A. Koster, certify that:

      1.  I have reviewed this quarterly report on Form 10-Q of Uniprop
          Manufactured Housing Income Fund;

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

      3.  Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the 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 we 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 of the disclosure controls and procedures
                  based on our evaluation as the Evaluation Date.

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

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

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

     Date: May 13, 2003                Signature: /s/ Gloria A. Koster
                                                  --------------------

                                       Gloria A. Koster, Chief Financial Officer







<PAGE>


<TABLE>
<CAPTION>

EXHIBIT NO.      DESCRIPTION
<S>              <C>
EX-99.1          Certification pursuant to 18 U.S.C. Section 1350, as adopted
                 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>