FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
       (Mark One)
       [ X ]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       For the quarterly period ended  June 30, 2001

                                       ......................................

                                       OR

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

For the transition period from ..................  to....................

Commission file number  0-23776
                        .................................................
                                   HMSR Inc.
            .......................................................
             (Exact name of registrant as specified in its charter)

            Delaware                                       04-3216862
    .............................                 .............................
     (State or other jurisdiction                       (I.R.S. Employer
    of incorporation or organization)                  Identification No.)

                140 Locke Drive, Marlborough, Massachusetts 01752
             .......................................................
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (508) 490-9500
             .......................................................
              (Registrant's telephone number, including area code)

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

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

      Common Stock, par value $.01 per share               18,891,897
      --------------------------------------             --------------
                    Class                       Outstanding at August 3, 2001


<PAGE>


HMSR Inc.
                                      INDEX
                                      -----
                                                                       Page
                                                                       ----
PART I        Financial Information

Item 1.  Financial Statements.................................................1

         Consolidated Balance Sheets at June 30, 2001
         and December 31, 2000................................................1

         Consolidated Statements of Operations for the Three and
         Six Month Periods Ended June 30, 2001 and 2000.......................2

         Consolidated Statements of Cash Flows for the Six Month Periods
         Ended June 30, 2001 and 2000.........................................3

         Notes to Consolidated Financial Statements...........................4

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations..................................6

Item 3.  Quantitative and Qualitative Disclosures About
         Market Risk.........................................................10


PART II       Other Information

Item 1.  Legal Proceedings...................................................11

Item 2.  Changes in Securities and Use of Proceeds...........................12

Item 3.  Defaults Upon Senior Securities.....................................12

Item 4.  Submission of Matters to a Vote of Security Holders.................12

Item 5.  Other Information...................................................13

Item 6.  Exhibits and Reports on Form 8-K....................................13

Signatures..................................................................S-1

<PAGE>

                         Part I - FINANCIAL INFORMATION
Item  1.      Financial Statements
                       HMSR Inc. (Formerly HemaSure Inc.)
                           Consolidated Balance Sheets
                                   (Unaudited)

(In thousands, except par value amounts)

<TABLE>
<CAPTION>
                                                                        June 30, 2001   December 31, 2000
                                                                        -------------   -----------------
<S>                                                                          <C>                  <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                  $ 10,795             $ 3,215
  Marketable securities                                                             -               5,463
  Reimbursement receivable                                                      6,956                   -
  Prepaid expenses                                                                109                  41
                                                                             --------            --------

  Total current assets                                                         17,860               8,719

Other assets                                                                        7                   8
Net assets of discontinued operations (Note 3)                                      -               3,391
                                                                            ---------            --------

  Total assets                                                               $ 17,867            $ 12,118
                                                                            =========            ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                              $ 555                $ 60
  Accrued contract liability                                                      647                 647
  Accrued professional fees                                                       207                  87
  Other accrued expenses                                                          124                 209
                                                                            ---------            --------
 Total current liabilities                                                      1,533               1,003

Net liabilities of discontinued operations (Note 3)                               383                   -

Stockholders' equity:
  Preferred stock, $0.01 par value, 1000 shares authorized, no shares
     issued or outstanding
  Common stock, 35,000 and 19,904 shares authorized and issued
     respectively, and 18,892 and 19,904 outstanding at June 30, 2001
     and December 31, 2000, respectively                                          199                 199
  Additional paid-in capital                                                  112,352             112,311
  Accumulated deficit                                                        (96,268)           (101,395)
  Treasury stock, 1,012 and 0 shares, at cost, at June 30, 2001                 (332)                   -
     and December 31, 2000, respectively
                                                                             --------             -------
 Total stockholders' equity                                                    15,951              11,115
                                                                            ---------            --------

 Total liabilities and stockholders' equity                                  $ 17,867            $ 12,118
                                                                            =========            ========
</TABLE>

    The accompanying notes are an integral part of the financial statements.



                                        1
<PAGE>


                       HMSR Inc. (Formerly HemaSure Inc.)
                      Consolidated Statements of Operations
                    For the Three and Six Month Periods Ended
                             June 30, 2001 and 2000
                                  ( Unaudited )

(In thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                      Three-month periods                       Six-month periods
                                                          Ended June 30,                          Ended June 30,
                                                      2001               2000                2001               2000
                                                      ----               ----                ----               ----
<S>                                                 <C>                <C>                 <C>                <C>
Selling, general and administrative                 $  800             $  445              $  891             $  618
expenses

                                                     -----              -----               -----             ------
Loss from continuing operations                      (800)              (445)               (891)              (618)

Other income (expense):
  Interest income                                       60                327                 163                460
  Interest expense                                     (1)              (380)                 (1)              (754)
  Other income                                           -                  -                   -                 13
                                                    ------             ------              ------             ------


Net loss from continuing operations                  (741)              (498)               (729)              (899)
                                                     -----              -----               -----              -----

Discontinued operations:
  Loss from discontinued operations                (1,896)            (2,848)             (6,119)            (5,766)
  Gain from the sale of discontinued
   operations, net of taxes                         11,975                 -               11,975                  -
                                                    ------            ------               ------             ------

Net income (loss)                                   $9,338           $(3,346)              $5,127           $(6,665)
                                                    ======           ========              ======           ========

Net income (loss) per share - basic
and diluted:

  Continuing operations                            $(0.04)            $(0.03)             $(0.03)            $(0.05)
  Discontinued operations                             0.53             (0.14)                0.30             (0.31)

  Net income (loss) per share                        $0.49            $(0.17)               $0.27            $(0.36)
                                                     =====            =======             =======            =======

Weighted average number of shares of
common stock outstanding - basic and
diluted                                             18,892             19,652              19,250             18,346
</TABLE>

    The accompanying notes are an integral part of the financial statements.



                                       2

<PAGE>

                       HMSR Inc. (Formerly HemaSure Inc.)

                      Consolidated Statements of Cash Flows

             For the Six Month Periods Ended June 30, 2001 and 2000

                                   (Unaudited)
(In thousands)

<TABLE>
<CAPTION>

                                                                                                             Six Month Periods
                                                                                                               Ended June 30,
                                                                                                        2001                  2000
                                                                                                        ----                  ----

<S>                                                                                                  <C>                   <C>
Cash flows from operating activities:
   Net loss from continuing operations                                                               $ (729)               $ (899)
   Adjustments to reconcile net loss from continuing operations to net cash used in
     operating activities:
     Financing costs related to warrants                                                                   -                   512
     Accretion of marketable security discount                                                          (46)                  (57)
     Unearned compensation amoritization                                                                (41)                     -
   Changes in operating assets and liabilities:
     Prepaid expenses                                                                                   (68)                  (49)
     Accounts payable and accrued expenses                                                               530                 (463)
                                                                                                        ----                 -----
   Net cash used in operating activities                                                               (354)                 (956)
                                                                                                       -----                 -----
Cash flows from investing activities:
  Purchase of available-for-sale marketable securities                                               (1,013)              (14,789)
  Sale of available-for-sale marketable securities                                                     6,523                     -
                                                                                                     -------              --------
  Net cash provided by (used in) investing activities                                                  5,510              (14,789)
                                                                                                     -------              --------
Cash flows from financing activities:
  Proceeds from issuance of common stock                                                                  41                26,174
  Repayments of capital lease obligations                                                                  -                  (64)
                                                                                                    --------              --------
  Net cash provided by financing activities                                                               41                26,110
                                                                                                   ---------              --------
Net increase in cash and cash equivalents from continuing operations                                   5,197                10,365
Net proceeds from sale of discounted operations (net of $ 2,468 in expenses)                           7,532                     -
Net cash used in discontinued operations (Note 3)                                                    (5,149)               (8,073)
                                                                                                     -------               -------
Net increase in cash and cash equivalents                                                              7,580                 2,292
Cash and cash equivalents at beginning of period                                                       3,215                 5,243
                                                                                                    --------               -------

Cash and cash equivalents at end of period                                                          $ 10,795               $ 7,535
                                                                                                    --------               -------
  Supplemental disclosure of cash flow information:
    Cash paid for interest                                                                           $     -                 $ 710
                                                                                                    --------                 -----

  Non-cash activities:
    Receipt of treasury stock in settlement of all obligations with a customer (Note 4)                $ 332                $    -
    Reimbursement receivable in connection with sale of discontinued operation                       $ 6,956                $    -
</TABLE>



    The accompanying notes are an integral part of the financial statements.


                                       3
<PAGE>


                       HMSR Inc. (Formerly HemaSure Inc.)
                   Notes To Consolidated Financial Statements

1.       Basis of Presentation


         All references herein to the "Company" are to HMSR Inc. and its
subsidiaries (formerly HemaSure Inc.). The consolidated financial statements
included herein have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission for interim financial
information.


         The accompanying consolidated financial statements are unaudited and
have been prepared on the basis of our red blood cell filtration business being
presented as a discontinued operation and include all our accounts associated
with such business operation. For comparative purposes, the consolidated
statements of operations and related income (loss) per share information, for
all periods presented, have been restated to reflect the results of operations
for the discontinued business in "Loss from discontinued operations". The
Consolidated Balance Sheets at June 30, 2001 and December 31, 2000 reflect
assets and liabilities related to the red blood cell filtration business as "Net
assets/liabilities of discontinued operations". The Consolidated Statements of
Cash Flows for the six months ended June 30, 2001 and 2000 reflect separately
cash flows from discontinued operations.

         Certain information and footnote disclosures normally included in the
Company's annual statements have been condensed or omitted. The condensed
interim consolidated financial statements, in the opinion of management, reflect
all adjustments (including normal recurring accruals) necessary for a fair
statement of the results for the interim periods ended June 30, 2001 and 2000.

         The results of operations for the interim periods are not necessarily
indicative of the results of operations to be expected for the fiscal year.
These interim consolidated financial statements should be read in conjunction
with the audited financial statements for the year ended December 31, 2000,
which are contained in the Company's Form 10-K (File No. 0-23776), filed with
the Securities and Exchange Commission on March 26, 2001.

2.       Sale of the Non-Cash Assets of the Company and Name Change

         On May 29, 2001, the Company sold substantially all of its non-cash
assets to Whatman BioScience Inc., a Massachusetts corporation ("Whatman") and a
subsidiary of Whatman plc, an English corporation ("Whatman plc"), pursuant to
the terms of an Asset Purchase Agreement by and among the Company, Whatman and
Whatman plc, dated as of February 3, 2001 and amended on April 2, 2001 (the
"Purchase Agreement").

         On June 6, 2001 the Company announced that the stockholders had voted
in favor of the sale of the non-cash assets to Whatman and that it had changed
its name to HMSR Inc. The name change was approved at the Extraordinary
Stockholders Meeting on May 21, 2001.

         Under the terms of the Purchase Agreement, Whatman acquired
substantially all of the non-cash assets of the Company for consideration
consisting of (i) a $10 million dollar cash payment, which was paid to the
Company on May 29, 2001, (ii) a reimbursement amount, which the Company expects
will be $6,956,000, effectively covering the net change in cash from the ongoing
operations of the Company's business from November 1, 2000 through May 29, 2001
(the "Reimbursement Amount"), such Reimbursement Amount expected to be paid to
the Company during its third quarter of 2001, and (iii) a potential royalty
payment in the amount of 4% on sales by Whatman or its affiliates of filtration
products using the Company's technology. The royalty payments are subject to a
maximum, aggregate amount of $12 million dollars and are subject to certain
reductions set forth in that certain Royalty Agreement, dated as of May 29,
2001, by and among the Company, Whatman and Whatman plc, including any damages
and certain settlement amounts paid by Whatman related to the Company's patent
litigation with Pall Corporation, as described below under "Part II - Item 1 -
Legal Proceedings."

         Subsequent to June 30, 2001, the Company received $5m of the Receivable
Amount. The remaining balance is expected to be received before the end of the
third quarter.


                                        4
<PAGE>


         After the receipt of the Reimbursement Amount but before any additional
expenses of running the continued operations, the Company is expected to have
approximately $17 million dollars in cash, cash equivalents and marketable
securities before any potential future royalty payments and after the payment of
all costs and expenses directly related to the closing of the transactions
contemplated by the Purchase Agreement. The Company's board of directors is in
the preliminary stages of considering various strategic business combinations
and other transactions with a view toward further enhancing shareholder value
following consummation of the transactions contemplated by the Purchase
Agreement, which may include, among other alternatives, the merger of the
Company with a private or public company or the liquidation or dissolution of
the Company.

         In connection with the sale of its non-cash assets, the Company
recorded a gain of approximately $11,975,000, which includes the $6,956,000
reimbursement amount and is net of the payment of approximately $1,394,000 in
costs and expenses associated with completing the asset sale incurred in the
second quarter of fiscal 2001. An additional $1,106,000 of costs and expenses
associated with completing the asset sale were incurred in the first quarter of
fiscal 2001, with such costs and expenses included in discontinued operations.
The Company expects to incur a minimal tax liability (estimated to be no greater
than $100,000) in connection with the sale, as it believes it has sufficient
federal and state net operating loss carryforwards and tax credits to offset any
gains realized. No value was ascribed to the potential future royalties in
recording the gain on this transaction.


3.       Discontinued operation

         As discussed in Note 2 above the Company discontinued its red blood
cell filtration business which was sold on May 29, 2001. All non-cash assets and
certain liabilities were transferred to the purchaser on that date. The
disposition of the red blood cell filtration operations represents the disposal
of a business segment under Accounting Principles Board ("APB") Opinion No. 30.
Accordingly, results of this operation have been classified as discontinued, and
prior periods have been restated, including the allocation of expenses between
continuing and discontinued operations. The net book value of assets sold was
$3,587,000.

Net sales and income from the discontinued operation are as follows:


<TABLE>
<CAPTION>
                                                       Three-month periods ended         Six-month periods ended
                                                     June 30, 2001    June 30, 2000   June 30, 2001   June 30, 2000
                                                     -------------    -------------   -------------   -------------
<S>                                                  <C>              <C>             <C>             <C>
Revenues                                                      $ 46            $ 643            $ 58         $ 2,459
                                                              ----            -----            -----        -------

Loss from discontinued operation                         $ (1,896)        $ (2,848)       $ (6,119)       $ (5,766)
Gain from the sale of discontinued
 operations, net of taxes                                   11,975                -          11,975               -
                                                            ------        ---------       ---------       ---------
                                                          $ 10,079        $ (2,848)         $ 5,856       $ (5,766)
</TABLE>


Assets and liabilities of the discontinued operation were as follows:


<TABLE>
<CAPTION>
                                                                               June 30, 2001      December 31, 2000
                                                                               -------------      -----------------
<S>                                                                                   <C>                   <C>
Current assets                                                                          $ 35                $ 2,549
Property and equipment, net                                                                -                  1,850
Other assets                                                                               -                     32
Current liabilities                                                                    (418)                (1,031)
Long-term liabilities                                                                                           (9)
Net (liabilities) assets of discontinued operation                                    $(383)                $ 3,391
</TABLE>

         At June 30, 2001 net liabilities represent normal accounts payable and
accrued expenses of the discontinued operation which will be reimbursed to the
Company through the Reimbursement Amount.



                                        5

<PAGE>



4.       Stockholders' Equity

         In March 2001, the Company completed a termination and release
agreement with Gambro, effective November 2000, which ended the distribution and
development agreement. In consideration for the Company's inventory (net book
value at December 31, 2000 of $332,000) of products bearing Gambro's company
name, and by way of complete resolution of all issues outstanding between the
Company and Gambro, Gambro agreed to return 1,011,692 shares of common stock
with a fair market value at closing of $332,000. No gain or loss was recorded as
a result of this settlement.

5.       Net Income (Loss) Per Share

         The net income (loss) per share is based on the weighted-average number
of shares of common stock outstanding during the period. Potential common stock
has not been included in the computation of diluted net income (loss) per share
because the options exercise prices were greater than the average market price
of the common shares, and the options therefore would be antidilutive under the
treasury stock method. Potential common stock of the Company consist of common
stock warrants and stock options. The Company had 4,998,950 and 4,978,303
potential common stock shares at June 30, 2001 and 2000, respectively.

6.       Recent Accounting Pronouncements

         In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141 ("SFAS No. 141"), "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No.
141 requires that all business combinations be accounted for under the purchase
method only, eliminating the pooling-of-interests method and that certain
acquired intangible assets in a business combination be recognized as assets
apart from goodwill. "SFAS No. 142" requires, among other things, the
discontinuance of goodwill amortization, which is replaced with periodic tests
of the goodwill's impairment and that intangible assets other than goodwill be
amortized over their useful lives. In addition, the standard includes provisions
for the reclassification of certain existing recognized intangibles as goodwill,
reassessment of the useful lives of existing recognized intangibles,
reclassification of certain intangibles out of previously reported goodwill and
the identification of reporting units for purposes of assessing potential future
impairments of goodwill. SFAS No. 142 also requires the Company to complete a
transitional goodwill impairment test six months from the date of adoption. SFAS
No. 141 is effective for all business combinations initiated after June 30, 2001
and for all business combinations accounted for by the purchase method for which
the date of acquisition is after June 30, 2001. The provisions of SFAS No. 142
will be effective for fiscal years beginning after December 15, 2001, and will
thus be adopted by the Company, as required on January 1, 2002. The Company does
not believe that the implementation of SFAS No. 141 and SFAS No. 142 will impact
its historical results.


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


Overview

         The Company was established in December 1993 as a wholly-owned
subsidiary of Sepracor. Effective as of January 1, 1994, in exchange for
3,000,000 shares of Common Stock, Sepracor transferred to the Company its
technology relating to the manufacture, use and sale of medical devices for the
separation and purification of blood, blood products and blood components and
its membrane filter design technologies.

         The Company developed and supplied innovative blood filtration
technologies designed to help meet today's increasing demand for a safer, more
reliable blood supply. The Company's blood filtration technologies were designed
to reduce virus-carrying white blood cells (leukocytes) in donated blood to
nominal levels (a process known as "leukoreduction").



                                       6
<PAGE>



         In April 2000, the Company was notified that the American Red Cross
("ARC"), the Company's largest customer, was suspending use of the Company's
r\LS System pending the outcome of an investigation of a small number of
non-critical adverse reactions in patients who had received a transfusion of
blood filtered with the r\LS. In September 2000, the Company was notified that
the ARC terminated its supply contract for the r\LS System based on the extended
period of time taken to prove product improvements resolved these reactions. The
Company and the ARC are currently negotiating a termination of the purchase
contract and a release of any and all claims that either party may have against
the other, with certain exceptions.

         In March 2001, the Company signed a termination and release agreement
with Gambro BCT, effective November 2000, which ended the distribution and
development agreement. In consideration for the Company's inventory (net book
value at December 31, 2000 of $332,000) of products bearing Gambro's company
name, and by way of complete resolution of all issues outstanding between the
Company and Gambro, Gambro agreed to return 1,011,692 shares of common stock
with a fair market value at closing of $332,000.

         The termination of the purchase contract by the ARC and the
distribution and development agreement with Gambro had an adverse impact on the
Company's ability to generate revenues from the sale of the Company's r\LS
product and on the Company's supply contracts with manufacturers of key
components to the r\LS.


Sale of the Non-Cash Assets of the Company

         On May 29, 2001, the Company sold substantially all of its non-cash
assets to Whatman BioScience Inc., a Massachusetts corporation ("Whatman") and a
subsidiary of Whatman plc, an English corporation ("Whatman plc"), pursuant to
the terms of an Asset Purchase Agreement by and among the Company, Whatman and
Whatman plc, dated as of February 3, 2001 and amended on April 2, 2001 (the
"Purchase Agreement").

         Under the terms of the Purchase Agreement, Whatman acquired
substantially all of the non-cash assets of the Company for consideration
consisting of (i) a $10 million dollar cash payment, which was paid to the
Company on May 29, 2001, (ii) a reimbursement amount, which the Company expects
will be $6,956,000, effectively covering the net change in cash from the ongoing
operations of the Company's business from November 1, 2000 through May 29, 2001
(the "Reimbursement Amount"), such Reimbursement Amount expected to be paid to
the Company during its third quarter of 2001, and (iii) a potential royalty
payment in the amount of 4% on sales by Whatman or its affiliates of filtration
products using the Company's technology. The royalty payments are subject to a
maximum, aggregate amount of $12 million dollars and are subject to certain
reductions set forth in that certain Royalty Agreement, dated as of May 29,
2001, by and among the Company, Whatman and Whatman plc, including any damages
and certain settlement amounts paid by Whatman related to the Company's patent
litigation with Pall Corporation, as described below under "Part II - Item 1 -
Legal Proceedings."

         Subsequent to June 30, 2001, the Company received $5m of the Receivable
Amount. The remaining balance is expected to be received before the end of the
third quarter.

         After the receipt of the Reimbursement Amount but before any additional
expenses of running the continuing operations, the Company is expected to have
approximately $17 million dollars in cash, cash equivalents and marketable
securities before any potential future royalty payments and after the payment of
all costs and expenses directly related to the closing of the transactions
contemplated by the Purchase Agreement. The Company's board of directors is in
the preliminary stages of considering various strategic business combinations
and other transactions with a view toward further enhancing shareholder value
following consummation of the transactions contemplated by the Purchase
Agreement, which may include, among other alternatives, the merger of the
Company with a private or public company or the liquidation or dissolution of
the Company.

         In connection with the sale of its non-cash assets, the Company
recorded a gain of approximately $11,975,000, which includes the $6,956,000
reimbursement amount and is net of the payment of approximately $1,394,000 in
costs and expenses associated with completing the asset sale incurred in the
second quarter of fiscal 2001. An additional $1,106,000 of costs and expenses
associated with completing the asset sale were incurred in the first quarter of
fiscal 2001, with such costs and expenses included in discontinued operations.
The Company expects to incur a minimal tax liability (estimated to be no greater
than $100,000) in connection with the sale, as it



                                       7
<PAGE>



believes it has sufficient federal and state net operating loss carryforwards
and tax credits to offset any gains realized. The net book value of assets sold
was $3,587,000. No value was ascribed to the potential future royalties in
recording the gain on this transaction.


Continuing Operations for the three and six months ended June 30, 2001 and 2000

         Due to the sale of substantially all of the Company's non-cash assets,
the only continuing operations consist of costs and expenses to operate the
resulting shell company and to investigate various strategic business
combinations and other transactions with a view toward maximizing shareholder
value. These costs and expenses include such items as consulting expenses,
general legal costs, corporate audit and tax fees, director and shareholder
expenses and general employee costs to assist in the orderly transition of the
Company's business in connection with the sale of the non-cash assets.

         Such expenses were $800,000 in the second quarter of 2001 compared to
$445,000 in the second quarter of 2000 and were $891,000 for the first six
months of 2001 compared to $618,000 for the first six months of 2000. The
increase in both the three and six month periods is primarily due to consulting
costs incurred in connection with efforts to identify potential strategic
business combination. These increased costs were offset by lower general legal
and investor relation expenses in both periods.

Discontinued Operations

         The Company reported a loss from discontinued operations of $1,896,000
for the second quarter of 2001 compared to $2,848,000 in the second quarter of
2000. The reduction in the loss from discontinued operations for the second
quarter of 2001 is primarily due to lower research and development costs in
connection with the Company's only commercial product, the r\LS filter. A
majority of the costs to develop production process improvements to its product
were incurred in the last half of fiscal 2000 and the first quarter of fiscal
2001. Also contributing to the lower loss was a lower cost of products sold due
to the inconsequential amount of sales of the Company's product in the second
quarter of 2001 compared to the second quarter of 2000. The reductions in
research and development costs and cost of products sold were offset by higher
legal costs related to patents due to the termination of the distribution and
development agreement with Gambro BCT, which agreement called for the
collaboration by Gambro in the funding of such costs.

         The Company reported a loss from discontinued operations of $6,119,000
for the first six months of 2001 compared to $5,766,000 for the first six months
of 2000. The reduction in the loss from discontinued operations for the first
six months of 2001 is primarily due to lower research and development costs in
connection with the Company's only commercial product, the r\LS System. In
fiscal 2000, the Company incurred a significant amount of expenses in connection
with the formulation and design of process alternatives to support the then
expected increases in demand for the company's r\LS System. Such costs were not
incurred in the first six months of 2001. The reductions in research and
development costs were offset by higher legal costs related to patents due to
the termination of the distribution and development agreement with Gambro BCT,
which agreement called for the collaboration by Gambro in the funding of such
costs.


Recent Accounting Pronouncements

         In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141 ("SFAS No. 141"), "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No.
141 requires that all business combinations be accounted for under the purchase
method only, eliminating the pooling-of-interests method and that certain
acquired intangible assets in a business combination be recognized as assets
apart from goodwill. "SFAS No. 142" requires, among other things, the
discontinuance of goodwill amortization, which is replaced with periodic tests
of the goodwill's impairment and that intangible assets other than goodwill be
amortized over their useful lives. In addition, the standard includes provisions
for the reclassification of certain existing recognized intangibles as goodwill,
reassessment of the useful lives of existing recognized intangibles,
reclassification of certain intangibles out of previously reported goodwill and
the identification of reporting units for purposes of assessing potential future
impairments of goodwill. SFAS No. 142 also requires the Company to complete a
transitional goodwill



                                       8

<PAGE>



impairment test six months from the date of adoption. SFAS No. 141 is effective
for all business combinations initiated after June 30, 2001 and for all business
combinations accounted for by the purchase method for which the date of
acquisition is after June 30, 2001. The provisions of SFAS No. 142 will be
effective for fiscal years beginning after December 15, 2001, and will thus be
adopted by the Company, as required on January 1, 2002. The Company does not
believe that the implementation of SFAS No. 141 and SFAS No. 142 will impact its
historical results.



Liquidity and Capital Resources

         The net increase in cash and cash equivalents for the six months ended
June 30, 2001 was $7,580,000. This increase is attributable primarily to net
cash provided by continuing operations of $5,197,000 and the net proceeds from
the sale of discontinued operations of $7,532,000 offset in part by net cash
used in discontinued operations of $5,149,000.

         Net cash provided by continuing operations is due primarily to net cash
provided by investing activities related to the net sale of available-for-sale
marketable securities of $5,510,000, offset in part by net cash used in
operating activities of $354,000.

         In April 2000, the Company was notified that the ARC, the Company's
largest customer, was suspending use of the Company's r\LS System pending the
outcome of an investigation of a small number of non-critical adverse reactions
in patients who had received a transfusion of blood filtered with the r\LS. In
September 2000, the Company was notified that the ARC terminated its supply
contract for the r\LS System after the completion of these studies. The extended
period of time taken to prove product improvements that resolve the reactions
was the basis for the termination. The Company and the ARC are currently
negotiating a termination of the master purchase contract with the ARC, which
termination and release agreement would include a release of any and all claims
that either party may have against the other, with certain exceptions.

         In November 2000, the Company was notified that Gambro intended to
terminate its distribution and development contract with the Company and in
March 2001, signed a termination and release agreement with Gambro, effective
November 2000, which ended the distribution and development agreement. In
consideration for the Company's inventory (net book value at December 31, 2000
of $332,000) of products bearing Gambro's company name, and by way of complete
resolution of all issues outstanding between the Company and Gambro, Gambro
agreed to return 1,011,692 shares of common stock with a fair market value at
closing of $332,000.

         The termination of the purchase contract by the ARC and the
distribution and development agreement with Gambro, has had an adverse impact on
both the Company's supply contracts with manufacturers of key components to the
r\LS and inventories it had built in anticipation of expected increased demand
for the Company's product.

         On May 29, 2001, the Company sold substantially all of its non-cash
assets to Whatman BioScience Inc., a Massachusetts corporation ("Whatman") and a
subsidiary of Whatman plc, an English corporation ("Whatman plc"), pursuant to
the terms of an Asset Purchase Agreement by and among the Company, Whatman and
Whatman plc, dated as of February 3, 2001 and amended on April 2, 2001 (the
"Purchase Agreement").

         Under the terms of the Purchase Agreement, Whatman acquired
substantially all of the non-cash assets of the Company for consideration
consisting of (i) a $10 million dollar cash payment, which was paid to the
Company on May 29, 2001, (ii) a reimbursement amount, which the Company expects
will be $6,956,000, effectively covering the net change in cash from the ongoing
operations of the Company's business from November 1, 2000 through May 29, 2001
(the "Reimbursement Amount"), such Reimbursement Amount expected to be paid to
the Company during its third quarter of 2001, and (iii) a potential royalty
payment in the amount of 4% on sales by Whatman or its affiliates of filtration
products using the Company's technology. The royalty payments are subject to a
maximum, aggregate amount of $12 million dollars and are subject to certain
reductions set forth in that certain Royalty Agreement, dated as of May 29,
2001, by and among the Company, Whatman and Whatman plc, including any damages
and certain settlement amounts paid by Whatman to the Company's patent
litigation with Pall Corporation, as described below under "Part II - Item 1 -
Legal Proceedings."



                                       9

<PAGE>



         Subsequent to June 30, 2001, the Company received $5m of the Receivable
Amount. The remaining balance is expected to be received before the end of the
third quarter.

         After the receipt of the Reimbursement Amount but before any additional
expenses of running the continuing operations, the Company is expected to have
approximately $17 million dollars in cash, cash equivalents and marketable
securities before any potential future royalty payments and after the payment of
all costs and expenses directly related to the closing of the transactions
contemplated by the Purchase Agreement. The Company's board of directors is in
the preliminary stages of considering various strategic business combinations
and other transactions with a view toward further enhancing shareholder value
following consummation of the transactions contemplated by the Purchase
Agreement, which may include, among other alternatives, the merger of the
Company with a private or public company or the liquidation or dissolution of
the Company.

         In connection with the sale of its non-cash assets, the Company
recorded a gain of approximately $11,975,000, which includes the $6,956,000
reimbursement amount and is net of the payment of approximately $1,394,000 in
costs and expenses associated with completing the asset sale incurred in the
second quarter of fiscal 2001. An additional $1,106,000 of costs and expenses
associated with completing the asset sale were incurred in the first quarter of
fiscal 2001, with such costs and expenses included in discontinued operations.
The Company expects to incur a minimal tax liability (estimated to be no greater
than $100,000) in connection with the sale, as it believes it has sufficient
federal and state net operating loss carryforwards and tax credits to offset any
gains realized. The net book value of assets sold was $3,587,000. No value was
ascribed to the potential future royalties in recording the gain on this
transaction.

Item  3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

















                                       10
<PAGE>


                           PART II - OTHER INFORMATION


Item  1.          Legal Proceedings

         The Company is a defendant in a lawsuit brought by Pall Corporation
("Pall") regarding the Company's LeukoNet System, which is no longer made or
sold by the Company (the "Pall Litigation"). In a complaint filed in November
1996, Pall alleged that the manufacture, use and/or sale of the LeukoNet System
infringed upon two patents held by Pall. Pall dropped its allegations concerning
infringement of one of the patents and alleges only that the LeukoNet System
infringed Pall's U.S. Patent No. 4,952,572 (the "`572 Patent").

         With respect to the allegations concerning the `572 Patent, the Company
answered the complaint stating that the LeukoNet System does not infringe any
claim of the asserted patents. Further, the Company counterclaimed for
declaratory judgment of invalidity, noninfringement and unenforceability of the
`572 Patent. Pall amended its complaint to add Lydall, Inc., whose subsidiary
supplied the filter media for the LeukoNet System, as a co-defendant. The
Company filed for summary judgment of non-infringement, and Pall cross-filed for
summary judgement of infringement at the same time. Lydall, Inc. supported the
Company's motion for summary judgment of non-infringement, and filed a motion
for summary judgment that the asserted claims of the `572 patent are invalid as
a matter of law. Discovery has been completed in the action. The Court held a
hearing on the summary judgment motions on April 18, 2000. No decision has been
made on the motions.

         The Company and Gambro BCT, Inc. filed a complaint for declaratory
relief against Pall in the United States District Court of Colorado. The Company
and Gambro BCT seek declaratory relief that the `572 Patent, Pall's U.S. Patent
No. 5,451,321 (the "`321 Patent") and Pall's U.S. Patent No.'s 5,229,012,
5,344,561, 5,501,795 and 5,863,436 are invalid and not infringed by the
Company's r\LS System and methods of using the r\LS System. Pall moved to
dismiss or transfer to the Eastern District of New York or, in the alternative,
to stay this action. The Company and Gambro BCT opposed Pall's motion. On July
16, 1999, the United States District Court of Colorado denied Pall's motion to
transfer or, in the alternative, to stay the action. On September 30, 1999, the
Court denied Pall's motion to dismiss the action. On October 20, 1999, Pall
submitted a counterclaim alleging that the Company's r\LS System infringes its
patents that are the subject of the lawsuit and that the Company and Gambro BCT
tortiously interfered and unfairly competed with Pall's business. The Company
and Gambro BCT replied to Pall's counterclaim and denied Pall's allegations of
tortious interference, unfair competition and patent infringement.

         On July 13, 2000, Pall filed a Complaint in the United States District
Court for the District of Colorado against the Company, Gambro BCT, Inc. and
Gambro AB alleging that the Company's r\LS system infringes Pall's U.S. Patent
No. 6,086,770 (the "`770 Patent"). On August 11, 2000, this action was
consolidated with the earlier declaratory relief action in the United States
District Court for the District of Colorado. The Company, Gambro BCT, Inc. and
Gambro AB answered the complaint, denied the allegations of infringement and
submitted a counterclaim alleging that Pall's `770 patent is invalid, not
infringed and unenforceable. In September 2000, Pall answered the counterclaim
and denied the allegations of noninfringement, invalidity and unenforceability.
Discovery is proceeding.

         On December 15, 2000, Pall filed a complaint against Filtertek, Inc.
("Filtertek") alleging that Filtertek, a subcontract manufacturer to the company
for the r\LS filter, infringes the seven above-mentioned Pall patents. Filtertek
answered the complaint on January 31, 2001, denied Pall's allegations of
infringement and asserted that the claims of the Pall patents are invalid and/or
unenforceable and that Pall is estopped from asserting infringement against
Filtertek by reason of Pall's prior conduct with Filtertek. This action has been
consolidated with the other actions pending in Colorado. Discovery is now
ongoing.

         The Company, with Filtertek's support, has moved for summary judgment
that the accused r\LS system does not infringe, either literally or under the
doctrine of equivalents, any of the asserted claims of Pall's '572, '012, '561,
or '796 patents. Pall moved to adjourn the summary judgment motion or to
postpone responding to the motion until the expert reports are filed, which are
presently due on September 10, 2001. The Court has not ruled on Pall's motion,
and Pall has yet to respond to the Company's summary judgment motion.



                                       11
<PAGE>



         On December 22, 2000, Gambro AB and Gambro BCT moved to dismiss the
consolidated actions based on a settlement agreement with Pall Corporation. On
January 10, 2001, the Court dismissed the action with respect to all claims
between Pall, Gambro BCT, and Gambro AB.

         On April 23, 1999, Pall filed a complaint against the Company and
Gambro BCT in the Eastern District of New York alleging that the Company's r\LS
System infringes Pall's `572 Patent and that the Company and Gambro BCT
tortiously interfered and unfairly competed with Pall's business. On May 19,
1999, Pall amended its complaint and added Gambro, Gambro A.B. and Sepracor as
defendants. The Company and Gambro BCT have moved to dismiss, transfer or stay
the action and Pall has opposed the motion. On April 18, 2000, Pall moved,
without opposition from the defendants, to dismiss the action and the Court
granted Pall's motion.

         A prior lawsuit brought by Pall in February 1996 has concluded. In June
1999, the United States Court of Appeals for the Federal Circuit determined that
the LeukoNet System did not infringe claim 39 of the `321 Patent and Pall has
not appealed that decision.

         Under the terms of the Purchase Agreement entered into by and among the
Company and Whatman, Whatman assumed any and all obligations and liabilities of
the Company related to the Pall Litigation. However, any damages and certain
settlement amounts incurred by Whatman in connection with the Pall Litigation
may be offset by Whatman against any royalties owed by Whatman to the Company
pursuant to the terms of the Royalty Agreement described in Note 2 to the
Consolidated Financial Statements, and thus may reduce the amount of royalties
the Company may collect under the terms of the Royalty Agreement.

         The Company believes, based upon its review of these matters, that a
properly informed court should conclude that the manufacture, use and/or sale by
the Company or its customers of the LeukoNet System and the r\LS System do not
infringe any valid enforceable claim of the Pall patents. However, there can be
no assurance that the Company will prevail in the pending litigations, and an
adverse outcome in the Pall Litigation would have a material and adverse effect
on the Company's financial condition and its ability to collect royalties from
Whatman under the terms of the Royalty Agreement.

Item  2.          Changes in Securities and Use of Proceeds

None.

Item  3.          Defaults Upon Senior Securities

None.

Item  4.          Submission of Matters to a Vote of Security Holders

         At a special meeting of stockholders held on May 21, 2001, the
following proposals were adopted by the vote specified below.

<TABLE>
<CAPTION>
                                            For                 Against           Abstain          Broker Nonvotes
                                            ---                 -------           -------          ---------------
<S>                                     <C>                     <C>                <C>              <C>
Amendment to the Company's
Certificate of Incorporation to         12,504,910              28,350             7,725              None
change the name of the Company
from HemaSure Inc. to HMSR Inc.


Approval of the sale of substantially
all of the Company's non-cash
assets to Whatman.                      12,502,880              33,525             4,580             None
</TABLE>



                                       12
<PAGE>



Item  5.          Other Information

None.

Item  6.          Exhibits and Reports on Form 8-K

                  EXHIBIT INDEX

     a) The following exhibits are filed as part of this Quarterly Report on
Form 10-Q:


       Exhibit No.                    Description
       ----------                     -----------

                   2.1(6)  Heads of Agreement, dated as of January 31, 1996,
                           between the Company and Novo Nordisk A/S.

                   3.1(1)  Certificate of Incorporation of the Company.

                     3.2   Certificate of Amendment of Certificate of
                           Incorporation of the Company.

                   3.3(1)  By-Laws of the Company.

                   4.1(1)  Specimen Certificate for shares of Common Stock, $.01
                           par value, of the Company.

                   4.2(9)  Registration Rights Agreement, dated January 23,
                           1997, by and among the Company and Novo Nordisk A/S

                  4.3(10)  Registration Rights Agreement, dated as of September
                           15, 1998, between the Company and Sepracor.

                  4.4(11)  Warrant Agreement, dated as of September 15, 1998,
                           between the Company and Sepracor.

                  4.5(11)  Warrant Certificate, dated as of September 15, 1998,
                           between the Company and Sepracor.

                  4.6(13)  Registration Rights Agreement, dated as of March 23,
                           1999, between the Company and Sepracor.

                  4.7(13)  Warrant Agreement, dated as of March 23, 1999,
                           between the Company and Sepracor.

                  4.8(13)  Warrant Certificate, dated as of March 23, 1999,
                           between the Company and Sepracor.

                  4.9(14)  Stock Subscription Agreement, dated as of May 3,
                           1999, between the Company and COBE.

                 4.10(14)  Stockholder's Agreement, dated as of May 3, 1999,
                           between the Company and COBE.

                  10.1(9)  1994 Stock Option Plan, as amended.

                  10.2(9)  1994 Director Option Plan.

                  10.3(1)  Form of Technology Transfer and License Agreement
                           between the Company and Sepracor Inc.

                  10.4(6)  Lease Agreement for 140 Locke Drive, Marlborough, MA,
                           dated as of November 1995, between the Company and
                           First Marlboro Development Trust.



                                      13


<PAGE>



       Exhibit No.                    Description
       ----------                     -----------

                  10.5(4)  Employment Agreement between the Company and Dr. Hans
                           Heiniger, dated January 10, 1994.

                  10.6(7)  Asset Purchase Agreement dated as of May 2, 1996
                           between the Company, HemaPharm Inc., HMSR A/S and
                           Novo Nordisk A/S.

                  10.7(8)  Restructuring Agreement, dated January 23, 1997,
                           between the Company, HemaPharm Inc., HMSR A/S and
                           Novo Nordisk A/S.

                  10.8(9)  Convertible Subordinated Note Due December 31, 2001
                           in the amount of U.S. $11,721,989, issued by the
                           Company to Novo Nordisk A/S, dated January 23, 1997.

                  10.9(9)  Amendment to the Company's 1994 Director Option Plan,
                           dated June 25, 1996.

                 10.10(9)  Amendment to the Company's 1994 Director Option Plan,
                           effective as of May 16, 1996.

                 10.11(9)  Amendment to the Company's 1994 Stock Option Plan,
                           dated June 25, 1996.

                 10.12(9)  Amendment to the Company's 1994 Stock Option Plan,
                           effective as of May 16, 1996.

                 10.13(9)  Sublease Agreement, between the Company and Novo
                           Nordisk A/S, dated May 2, 1996, for the Premises
                           (Denmark), as amended.

                 10.14(9)  Sublease Agreement between the Company and Novo
                           Nordisk A/S, dated May 2, 1996, for the Warehouse
                           (Denmark), as amended.

                10.15(12)  Employment Agreement between the Company and John F.
                           McGuire, dated April 1, 1997.

                10.16(12)  Settlement Agreement, dated September 1997, by and
                           among the Company, HMSR AB, HemaPharm Inc., Pharmacia
                           & Upjohn Inc. and Pharmacia & Upjohn AB.

                10.17(10)  1995 Employee Stock Purchase Plan, as amended.

                10.18(11)  Revolving Credit and Security Agreement, dated as of
                           September 15, 1998, between the Company and Fleet
                           National Bank.

                10.19(11)  Intellectual Property Security Agreement, dated as of
                           September 15, 1998, between the Company and Fleet
                           National Bank.

                10.20(11)  Promissory Note, dated as of September 15, 1998, made
                           by the Company in favor of Fleet National Bank.

                10.21(11)  Amended and Restated Master Strategic Alliance
                           Agreement between the Company and the American Red
                           Cross.

                10.22(14)  Senior Management Retention Agreement, dated as of
                           December 7, 1998, between the Company and John F.
                           McGuire.

                10.23(14)  Senior Management Retention Agreement, dated as of
                           December 15, 1998, between the Company and James B.
                           Murphy.

                10.24(14)  Senior Management Retention Agreement, dated as of
                           December 22, 1998, between the Company and Peter C.
                           Sutcliffe.



                                       14


<PAGE>



       Exhibit No.                    Description
       ----------                     -----------

                10.25(13)  Securities Purchase Agreement, dated as of March 23,
                           1999, between the Company and Sepracor.

                10.26(14)  Amended and Restated Exclusive Distribution
                           Agreement, dated as of May 3, 1999, between the
                           Company and COBE.

                10.27(15)  Master Purchase Agreement, dated as of July 1, 1999,
                           between the Company and The American National Red
                           Cross.

                10.28(16)  Manufacturing and Supply Agreement, dated as of
                           December 22, 1999, between the Company and Filtertek
                           Inc.

                10.29(16)  Supply and Assembly Agreement, dated as of January
                           31, 2000, between the Company and Command Medical
                           Products Inc.

                10.30(16)  Placement Agency Agreement, dated February 3, 2000,
                           between the Company and Warburg Dillon Read LLC.

                10.31(16)  Form of Purchase Agreement, dated March 2, 2000.

                10.32(16)  Schedule of purchasers which purchased shares of
                           common stock pursuant to the Form of Purchase
                           Agreement set forth in 10.31.

                10.33(17)  Indemnification Agreement, dated as of July 13, 2000
                           between the Company and Ahlstrom Technical
                           Specialties LLC.

                10.34(18)  Termination of Supply and Assembly Agreement and
                           Release, dated as of December 8, 2000, by and between
                           the Company and Command.

                10.35(18)  Amendment No. 1 to Manufacturing and Supply
                           Agreement, dated as of September 21, 2000, by and
                           between the Company and Filtertek.

                10.36(18)  Amendment No. 2 to Manufacturing and Supply
                           Agreement, dated as of December 15, 2000, by and
                           between the Company and Filtertek.

                10.37(18)  Termination and Release Agreement, dated as of March
                           5, 2001, by and between the Company and Gambro.

                10.38(19)  Asset Purchase Agreement, dated as of February 3,
                           2001, by and between the (19) Company, Whatman and
                           Whatman plc.

                10.39(20)  Amendment to Asset Purchase Agreement, dated as of
                           April 2, 2001, by and between 10.39(20) the Company,
                           Whatman and Whatman plc.

                10.40(20)  Royalty Agreement, dated as of May 29, 2001, by and
                           among the Company, Whatman and Whatman plc.

                 21.1(12)  Subsidiaries of the Company.


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

(1)                Incorporated herein by reference to the Company's
                   Registration Statement on Form S-1, as amended (File No.
                   33-75930).

(2)                Incorporated herein by reference to the Company's Annual
                   Report on Form 10-K for the year ended December 31, 1994.


                                       15

<PAGE>

(3)                Incorporated herein by reference to the Company's Quarterly
                   Report on Form 10-Q for the quarter ended March 31, 1995.

(4)                Incorporated herein by reference to the Company's
                   Registration Statement on Form S-1, as amended (File No.
                   33-95540).


(5)                Incorporated herein by reference to the Company's Quarterly
                   Report on Form 10-Q for the
                   quarter ended September 30, 1994.

(6)                Incorporated herein by reference to the Company's Annual
                   Report on Form 10-K for the year ended December 31, 1995.

(7)                Incorporated by reference to the Company's Quarterly Report
                   on Form 10-Q for the quarter ended March 31, 1996.

(8)                Incorporated by reference to the Company's Current Report on
                   Form 8-K filed with the Securities and Exchange Commission on
                   February 27, 1997.

(9)                Incorporated by reference to the Company's Annual Report on
                   Form 10-K for the year ended December 31, 1996.

(10)               Incorporated by reference to the Company's Quarterly Report
                   on Form 10-Q for the quarter ended June 30, 1998.

(11)               Incorporated by reference to the Company's Quarterly Report
                   on Form 10-Q for the quarter ended September 30, 1998.

(12)               Incorporated by reference to the Company's Annual Report on
                   Form 10-K for the year ended December 31, 1997.

(13)               Incorporated by reference to the Company's Annual Report on
                   Form 10-K for the year ended December 31, 1998.

(14)               Incorporated by reference to the Company's Quarterly Report
                   on Form 10-Q for the quarter ended March 31, 1999.

(15)               Incorporated by reference to the Company's Quarterly Report
                   on Form 10-Q for the quarter ended June 30, 1999.

(16)               Incorporated by reference to the Company's Annual Report on
                   Form 10-K for the year ended December 31, 1999.

(17)               Incorporated by reference to the Company's Quarterly Report
                   on Form 10-Q for the quarter ended June 30, 2000.

(18)               Incorporated by reference to the Company's Annual Report on
                   Form 10-K for the year ended December 31, 2000.

(19)               Incorporated by reference to the Company's Quarterly Report
                   on Form 10-Q for the quarter ended March 31, 2001.

(20)               Incorporated by reference to the Company's Definitive Proxy
                   Statement on Schedule 14A filed on April 27, 2001.
---------------

   b)  Reports on Form 8-K

   The Company filed the following reports on Form 8-K during the second
   quarter ended March 31, 2001:



                                       16
<PAGE>

   Form 8-K dated June 6, 2001 Item 2.  Acquisition or Disposition of Assets.

              The Form 8-K reported the completed sale of substantially all of
              the assets of the Company to Whatman.



                                       17
<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.



                                                   HMSR Inc.


Date:     August 14, 2001                           /s/ John F. McGuire
                                                   ---------------------------
                                                        John F. McGuire, III
                                                          Executive Officer
                                                   (Principal Executive Officer)


Date:     August 14, 2001                              /s/ James B. Murphy
                                                    --------------------------
                                                          James B. Murphy
                                                         Executive Officer
                                                   (Principal Financial Officer)




                                       S-1