SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

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

                  For the quarterly period ended March 31, 2000
                                                 --------------

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

           For the transition period from                to
                                          ---------------   ---------------

                        Commission file number 001-13559
                                               ---------


                      Restaurant Teams International, Inc.
                      ------------------------------------
                 (Name of small business issuer in its charter)

              Texas                                     75-2337102
 (State of other jurisdiction of            (I.R.S. Employer Identification No.)
   incorporation or organization

  911 N.W. Loop 281, Suite 111, Longview, Texas         75604
 (Address of principal executive offices)              (Zip Code)

                    Issuer's telephone number (903) 295-6800


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No[ ]

Number of shares outstanding of each of the issuer's classes of common stock, as
of May 15, 2000: 10,661,066 shares of common stock, par value $.01.


<PAGE>

<TABLE>

<CAPTION>



                      RESTAURANT TEAMS INTERNATIONAL, INC.

                                                                                                  Page  No.
                                                                                                  ---------
<S>                                                                             <C>                  <C>

PART I         FINANCIAL INFORMATION..........................................................       2

Item 1.        Financial Statements...........................................................       2
               --------------------

               Condensed Balance Sheets for the Periods
               Ended March 31, 2000 and December 31, 1999.....................................       2

               Condensed Statements of Operations For the Three Month Periods
               Ended March 31, 2000 and March 31, ............................................       4

               Condensed Statements of Cash Flows for the Three Month
               Periods Ended and March 31, 2000 March 31, 1999 ...............................       5

               Notes to Interim Condensed Financial Statements .................... ..........       7

Item 2.        Management's Discussion and Analysis of

               Financial Condition and Results of Operations..................................       8
               ---------------------------------------------


PART II        OTHER INFORMATION..............................................................       10

Item 2.        Changes in Securities..........................................................       10
               ---------------------

Item 4.        Submission of Matters to a Vote of Security Holders............................       10
               ---------------------------------------------------

Item 6.        Exhibits and Reports on Form 8-K...............................................       10
               --------------------------------

Signatures     ...............................................................................       11

Exhibit Index  ...............................................................................       12

</TABLE>






                                                                               1


<PAGE>

<TABLE>

<CAPTION>

                          PART 1 - FINANCIAL STATEMENTS

Item 1:  FINANCIAL STATEMENTS

                      Restaurant Teams International, Inc.
                            Condensed Balance Sheets

                                                     Dec. 31, 1999   March 31, 2000
                                                        (Audited)      (Unaudited)
<S>                                                  <C>             <C>

ASSETS

CURRENT ASSETS

         Cash                                        $     2,521     $    96,564
         Trade accounts receivable                          --           498,070
         Inventories                                      13,690         124,294
         Prepaid Expenses                                 18,657          18,657
         Federal Income Tax Receivable                    38,030          38,030
                                                     -----------     -----------
                  Total Current Assets                    72,898         775,615

PROPERTY AND EQUIPMENT, net                            3,608,114       4,156,272

NOTE RECEIVABLE                                             --            37,444

GOODWILL, net                                               --         2,931,560

OTHER ASSETS

         Assets Held for Sale, net                     1,844,586       1,844,586
         Acquisition costs of
            Fatburger (pending)                        3,861,632       3,906,632
Debenture issuance costs, net                             62,150          51,800


                  TOTAL ASSETS                       $ 9,449,380     $13,703,909
                                                     ===========     ===========

</TABLE>





See accompanying notes to these condensed financial statements.

                                                                               2

<PAGE>

<TABLE>

<CAPTION>

                      Restaurant Teams International, Inc.
                            Condensed Balance Sheets

                                                                 Dec. 31, 1999    March 31, 2000
                                                                   (Audited)       (Unaudited)
<S>                                                              <C>              <C>

LIABILITIES AND SHAREHOLDERS' EQUITY

         CURRENT LIABILITIES

                  Accounts payable                                      76,324         207,512
                  Accrued expenses and other liabilities               430,997         765,422
                  Income taxes payable                                  10,000          10,000
                  Notes payable                                           --           350,000
                  Current portion of long-term debt                    719,380         708,286
                                                                  ------------    ------------
                           Total current liabilities                 1,236,701       2,041,226

         LONG-TERM DEBT, net of current portion                      1,328,276       1,315,106

         DEFERRED LIABILITIES                                           24,819          24,819

         CONVERTIBLE DEBENTURES, less discount                       2,227,846       2,244,036

         STOCKHOLDERS' EQUITY

              Preferred stock, $.01 par value, no shares issued           --              --
              Preferred stock - Series A, $.01 par value,
                  no shares issued                                        --              --
              Common stock, $.10 Par Value,
                  14,661,066 outstanding 12/31/99
                  15,661,066 outstanding 3/31/00                       149,416         159,415
              Additional paid-in capital                             8,921,335      11,861,335
         Treasury stock, 280,440shares, at cost                       (761,150)       (761,150)
              Accumulated deficit                                   (3,311,120)     (2,814,129)
              Notes receivable - related parties                      (366,743)       (366,743)
                                                                  ------------    ------------
                      Total Stockholders' equity                     4,631,738       8,078,728

                      TOTAL LIABILITIES AND

                      STOCKHOLDERS' EQUITY                        $  9,449,380    $ 13,703,909
                                                                  ============    ============

</TABLE>




See accompanying notes to these condensed financial statements.
                                                                               3

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<TABLE>

<CAPTION>

                      Restaurant Teams International, Inc.
                       Condensed Statements of Operations

                                                             Three Months Ended
                                                                   March 31
                                                                 (Unaudited)

                                                               2000           1999
                                                               ----           ----
<S>                                                      <C>             <C>

REVENUES

     Restaurant sales                                    $  1,434,598    $  1,264,726
     Regulatory services                                      629,246            --
     Rental income                                             78,662            --
                                                         ------------    ------------
         Total revenues                                     2,142,506       1,264,726

OPERATING COSTS AND EXPENSES

         Cost of sales                                        431,660         334,565
         Labor and benefits                                   581,370         449,990
         Other operating expenses                             231,680         158,759
         General and administrative expenses                  150,101          75,744
         Depreciation expense                                  98,535          66,000
         Amortization expenses                                 18,444            --
                                                         ------------    ------------
                  Total operating costs and expenses        1,511,786       1,085,058

                  Operating income                            630,720         179,668

NON - OPERATING INCOME (EXPENSE)

         Interest expense                                    (161,869)       (160,481)
         Gain on sales of assets                               28,140            --
         Acquisition costs                                       --          (188,288)
                                                         ------------    ------------
                  Total non-operating income (expense)       (133,729)       (348,769)

NET INCOME (LOSS)                                        $    496,991    $   (169,101)
                                                         ============    ============

NET INCOME (LOSS) PER COMMON SHARE - basic               $       0.05    $      (0.02)
                                                         ============    ============

NET INCOME (LOSS)LOSS PER COMMON SHARE - diluted         $       0.04    $      (0.02)
                                                         ============    ============

WEIGHTED AVERAGE COMMON

         SHARES OUTSTANDING - basic                        10,145,000       7,036,000
                                                         ============    ============

WEIGHTED AVERAGE COMMON

         SHARES OUTSTANDING - diluted                      13,885,000       7,036,000
                                                         ============    ============
</TABLE>

See accompanying notes to these condensed financial statements.

                                                                               4

<PAGE>

<TABLE>

<CAPTION>

                      Restaurant Teams International, Inc.
                       Condensed Statements of Cash Flows

                                                                          March 31,2000    March 31, 1999
                                                                            (Unaudited)     (Unaudited)
                                                                          -------------    -------------
<S>                                                                       <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

         Net Income (loss)                                                $   496,991       (169,101)

         Adjustments to reconcile net income (loss) to
           net cash provided  by
              (used in) operating activities:

                  Depreciation and amortization                               116,975         66,000
                           Amortization of discount and issuance
                             costs of the convertible debenture                26,540         64,450
                  Gain on sale of assets                                      (28,140)          --
                  Net change in operating assets and liabilities:
                           Increase in accounts receivable                   (498,070)          --
                           Increase in inventories                            (30,604)        (8,083)
                           Increase in prepaid expenses                          --          (67,500)
                           Increase (decrease) accounts payable               131,188        (25,411)
                           Increase (decrease) accrued expenses
                              and other liabilities                           113,543        (41,134)
                                                                          -----------    -----------
                   Net cash provided by (used in) operating activities        328,423       (180,779)

CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchases of property and equipment                                 (180,116)      (108,337)
         Proceeds from sale of property and equipment                          70,000
         Payments in connection with acquisition of Fatburger (pending)       (45,000)    (1,125,000)
         Payments in connection with current acquisitions                    (350,000)          --
         Decrease in notes receivable from related parties, net                  --          162,000
         Cash acquired in current acquisitions                                 20,000           --
                                                                          -----------    -----------
                   Net cash used in investing activities                     (485,116)    (1,071,337)

CASH FLOWS FROM FINANCING ACTIVITIES:
         Principal payments of long-term debt                                 (24,264)        (3,182)
         Proceeds from issuance of note payable                               275,000           --
                   Net cash provided (used in) financing activities           250,736         (3,182)

NET INCREASE (DECREASE) IN CASH                                               94,043     (1,255,298)

CASH AT BEGINNING OF PERIOD                                                     2,521      1,606,245
                                                                          -----------    -----------

CASH AT END OF PERIOD                                                     $    96,564    $   350,947
                                                                          ===========    ===========

</TABLE>


See accompanying notes to these condensed financial statements.

                                                                               5

<PAGE>

<TABLE>

<CAPTION>

                      Restaurant Teams International, Inc.

                       Condensed Statements of Cash Flows

                                                                             March 31, 2000        March 31, 1999
                                                                              (Unaudited)           (Unaudited)

<S>                                                                          <C>                      <C>

NON-CASH INVESTING AND FINANCING TRANSACTIONS:
         Common stock and note payable issued in connection
                  with the acquisition of Regulatory Solutions Inc.           $ 3,025,000             $        -

         Note payable issued and accrued liability incurred in
                  connection with the acquisition of Tanner's assets              220,882                     -

         Note receivable accepted in connection with the sale
                  of property and equipment                                        37,444                      -

         Property and equipment acquired in connection with the
                  default of a related party note receivable                            -                306,498



</TABLE>


                                                                               6


<PAGE>




                      Restaurant Teams International, Inc.

                 Notes To Interim Condensed Financial Statements

                        For the Three Month Period Ended

                                 March 31, 2000

                                   (Unaudited)



Note 1.    Basis of Presentation

           The balance  ofRestaurant Teams  International,  Inc. (the "Company")
           sheet as of March 31, 2000 and the  statements of operations  for the
           three  month  period s ended  March 31,  2000 and March 31, 1999 were
           taken from the Company's books and records without audit. However, in
           the opinion of management,  such information includes all adjustments
           (consisting only of normal recurring accruals) which are necessary to
           properly reflect the financial postion of the Company as of March 31,
           2000 and the results of operations  for the three month periods ended
           March 31, 2000 and March 31, 1999.

           The  condensed  financial  statements  refered  to  above,  have been
           prepared by the Company, pursuant to the rules and regulations of the
           Securities  and  Exchange   Commission.   The  Company  operates  one
           restaurant  under the name Street Talk Cafe,  Tenner's  Corner  Grill
           Restaurant  and owns four other  facilities  which it leases to other
           operators.

           These operating results are not necessarily indicative of the results
           expected for the full fiscal year.  Certain  information and footnote
           disclosures normally included in annual financial statements prepared
           in accordance with generally accepted accounting principals have been
           omitted  pursuant  to such  rules and  regulations.  The notes to the
           condensed financial statements should be read in conjunction with the
           notes to the financial  statements contained in the Form 10-KSB filed
           on April 14, 2000. Company  management  believes that the disclosures
           are sufficient for interim financial reporting purposes.

Note 2.    Acquisitions

           In February and March of 2000 the Company made two acquisitions.  The
           first  acquisition was an asset purchase of substantially  all of the
           assets of the  bankrupt  subsidiaries  of Hartan,  Inc.  dba Tanner's
           Restaurants whereby the Company paid $325,000 in cash and $220,882 in
           acquisitions  cost.  The  second  acquisition  was a  stock  purchase
           whereby  the  Company  obtained  100%  of  the  stock  of  Regulatory
           Solutions,  Inc. ("RSI") in exchange for one hundred thousand dollars
           ($100,000) cash , one million shares of the Company's common stock at
           closing,  and one million dollars ($1,000,000) worth of the Company's
           common stock on the first and second anniversary of the acquisition.






                                                                               7

<PAGE>

<TABLE>


           These  acquititions  were accounted for under the purchase  method of
           accounting and, accordingly, their results of operations are included
           in the financial  statements as of the acquitition dates: The Company
           has  allocated the excess  purchase  price over the fair value of net
           tangible assets  acquired,  totaling  $2,950,000,  to goodwill and in
           amortizing this amount on a stright-line basis over twenty years.

           The  following  pro forma  information  has been  prepared  as if the
           acquisitions of Tanner's and RSI had occurred at the beginning of the
           respective periods. Such information is not necessarily reflective of
           the actual  results  that would have  occurred  had the  acquisitions
           occurred on those dates:


                                                      Three Months Ended
                                                           March 31
                                                         (Unaudited)
                                                  2000                1999
                                                  ----                ----
        Revenues                                $3,126,036         $3,512,906

        Net incoome (loss)                      $  720,181         $(596,298)

        Net income (loss) per share                   $.07             $(.09)


Note 3.    Segment Information

           The Company applies Statement of Financial  Accounting  Standards No.
           131,  "Disclosures  about  Segments  on  an  Enterprise  and  Related
           Information",  which establishes  standards for reporting information
           about  operating  segments in  financial  statements.  The  Company's
           business  segments  for  the  periods  covered  are  comprised  of  a
           Restaurant Division,  Regulatory Division,  Real Estate Division, and
           Corporate Division.

           Summarized  segment  information as of and for the three month period
           ended March 31, 2000 is as follows:


                                                              March 31, 2000

Assets

           Restaurant Division                                $  1,626,351
           Regulatory Services                                   3,538,978
           Real Estate                                           4,478,935
           Corporate                                             4,059,645
                                                              ------------
                  Total Assets                                  13,703,909

Sales

           Restaurant Division                                   1,434,598
           Regulatory Division                                     629,246
           Real Estate                                              78,662
           Corporate                                                     0
                                                              ------------
                  Total Sales                                     2,142,506

Operating Income (Loss)

           Restaurant Division                                     323,111
           Regulatory Division                                     407,634
           Real Estate                                              78,662
           Corporate                                              (178,687)
                                                              ------------
                  Total operating income (loss)                    630,720

Information  for the  three  month  period  ended  March  31,  1999 has not been
provided since the Company  principally  operated in a single reportable segment
during that period.


                                                                              8.

<PAGE>




Note 4.    Earnings (Loss) per share

           Basic  earnings  (loss) per share (EPS) is calculated by dividing the
           net income or loss by the weighted  average  number of common  shares
           outstanding  during the period.  Diluted EPS reflects  the  potential
           dilution that could occur if  securities or other  contracts to issue
           common stock were exercised or converted into common stock. Potential
           dilution  is  not   assumed  to  occur  when  the  effect   would  be
           anti-dilutive (e.g., reduced loss per share).

           Included in the  diluted  weighted  average  shares  calculation  are
           3,740,000 shares represented by the convertible A and B debentures.

Note 5.    Prior Period Adjustments and Restatements

           Certain   errors,   resulting   in  both   the   understatement   and
           overstatement of previously reported assets, liabilities,  income and
           expenses as of, and for the three month period ended,  March 31, 1999
           resulted in the following changes to total assets, total liabilities,
           beginning accumulated deficit and net income:

                                   Total                  Total               Accumulated                Net
                                   Assets              Liabilities              Deficit                Income
                                                                                                        (Loss)
                                -----------           -----------            -----------             -----------
<S>                             <C>                   <C>                    <C>                     <C>

As previously reported          $8,997,705            $4,884,459             $  912,190              $ 153,726

Incorrect recognition of
a gain on the sale of assets       306,498              1,93,502                193,502               (193,502)

Understatement of
amortization in
connection with debenture
issuance costs and discounts       (33,163)               31,287                 64,450                (64,450)

Understatement
of accrued interest expense           -                   34,875                 34,875                (34,875)

Understatement of
depreciation expense               (30,000)                 -                    30,000                (30,000)
                                -----------           -----------            -----------             -----------
As restated                     $8,934,542            $5,144,123             $1,235,017              $(169,101)
                                ===========           ===========            ===========             ===========
</TABLE>


Earnings per share results previously  reported for the three month period ended
March 31, 1999 have been restated as a result of the items  identified  above as
follows:

                                                                Three Month
                                                                Period Ended
                                                                March 31, 1999
                                                                --------------

Net income per share as previously reported                     $    0.02
Effect of corrections of errors                                     (0.04)
                                                                -----------
Net loss per share as restated                                  $   (0.02)
                                                                ===========



<PAGE>


Item 2:    MANAGEMENT'S DISCUSSION AND ANALYSIS OF

           FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

         This  Quarterly  Report  on  Form  10-QSB  includes   "forward-looking"
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended (the Securities Act), and Section 21E of the Securities  Exchange Act of
1934,  as amended (the  Exchange  Act),  which can be  identified  by the use of
forward-looking  terminology  such as,  "may",  "believe",  "expect",  "intend",
"anticipate",  "estimate"  or  "continue"  or  the  negative  thereof  or  other
variations  thereon  or  comparable  terminology.   All  statements  other  than
statements of historical fact included in this Form 10-QSB, are  forward-looking
statements.  Although the Company  believes that the  expectations  reflected in
such  forward-looking  statements are reasonable,  it can give no assurance that
such  expectations  will  prove to have been  correct.  Important  factors  with
respect to any such  forward-looking  statements,  including  certain  risks and
uncertainties  that could cause  actual  results to differ  materially  from the
Company's  expectations  ("Cautionary  Statements")  are  disclosed in this Form
10-QSB,  including,  without limitation, in conjunction with the forward-looking
statements  included in this Form 10-QSB,  and in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1999.  Important  factors that could
cause  actual  results to differ  materially  from those in the  forward-looking
statements  herein include,  but are not limited to, the newness of the Company,
the need for additional capital and additional financing,  the Company's limited
restaurant base, lack of geographic  diversification,  the risks associated with
expansion, a lack of marketing experience and activities,  risks of franchising,
seasonability,  the  choice  of site  locations,  development  and  construction
delays, need for additional personnel, increases in operating and food costs and
availability  of  supplies,   significant   industry   competition,   government
regulation,  insurance  claims and the ability of the Company to meet its stated
business  goals.  All  subsequent  written and oral  forward-looking  statements
attributable  to the  Company  or persons  acting on its  behalf  are  expressly
qualified in their entirety by the Cautionary Statements.

         The following  discussion  of the results of  operations  and financial
condition  should  be read in  conjunction  with the  Financial  Statements  and
related Notes thereto included herein.

Overview

The Company was  organized in June 1990 as Bosko's,  Inc.  under the laws of the
State of  Delaware.  In November  1992 the  Company  changed its name to Fresh'n
Lite,  Inc.,  and in November 1995 the Company  merged into a Texas  corporation
also  bearing the name  Fresh'n  Lite,  Inc. On  September  15, 1998 the Company
changed its name to  Restaurant  Teams  International,  Inc. to more  accurately
reflect the  direction  management  is taking with  respect to  positioning  the
Company as a  multi-concept  holding  company.  The Company  currently  owns and
operates  seven  Tanner's  Corner  Grills in  Atlanta,  GA, one Street Talk Cafe
restaurants in The Colony, Texas, and Regulatory Solutions,  Inc. of Richardson,
Texas.

                                                                              10

<PAGE>


Results of Operations

Comparison of three month period ended March 31, 1999 and March 31, 2000.

         Revenues. Operating revenues for the three month period ended March 31,
1999 were $1,264,726, with an operating income of $179,668.

         Operating revenues for the three month period ended March 31, 2000 were
$2,142,506,  a 69% increase from 1999, with an operating profit of $630,720. The
69%  increase in revenues  over 1999 is  attributed  to the  acquisition  of the
Tanner's  restaurants  in Atlanta,  GA and  Regulatory  Solutions of Richardson,
Texas.

         Costs and Expenses. Costs and expenses for the three month period ended
March 31,  2000  increased  by $426,728  or 39.3% to  $1,511,786  as compared to
$1,085,058 for the corresponding period ended March 31, 1999. This was primarily
due to the operating  expenses  associated  with the  acquisitions.  General and
Administrative  Costs for the three  month  period of 2000  increased  by 90% to
$150,101 as compared to $75,744 in 1999.  This increase was primarily due to the
development  of   infrastructure  in  anticipation  of  the  future  growth  and
acquisitions.  Additionally the Company  realized  increased  professional  fees
associated  with the proposed  acquisition  of the  Fatburger  and the completed
acquisitions of the Tanner's chain and Regulatory Solutions.

         Net Income.  The  Company  had a net income for the three month  period
ended March 31, 2000 of $496,991  compared to net loss of $169,101  for the same
period in 1999, representing $.05 and <$.02> per share, respectively

Liquidity and Capital Resources

         Historically,  the Company has required  capital to fund the operations
and capital expenditure requirements of its Company-owned restaurants.

         The Company is currently  operating  out of cash flow from  operations.
The Company completed two private placements of A Debentures and B Debentures on
May 29, 1998 and June 29,  1998,  respectively,  providing  net  proceeds to the
Company of  $2,670,000.  The proceeds were used to fund the Company's  expansion
strategy of opening additional Street Talk Cafe restaurants in the Dallas market
area.

Year 2000 Compliance

         The Company uses current  versions of widely used,  publicly  available
software  for its  accounting,  data  processing,  and  point  of sale  computer
requirements.  The providers of the software utilized by the Company have stated
that there will be no failures  in the  programs  used by the Company  resulting
from the year 2000.  The Company does not utilize any customized  software.  The
Company has not yet  determined  the impact,  if any,  that year 2000 issued may
have  on  its  vendors.   However,  the  Company  believes  there  are  adequate
alternative  vendors  that can supply  products  and  services to the Company if
necessary.  Finally,  the  Company's  business  is  not  highly  dependent  upon
electronic data processing. In conclusion, the Company does not believe it is at
a material risk from year 2000 issues.


                                                                              11

<PAGE>


                           PART II - OTHER INFORMATION

Item 2.  CHANGES IN SECURITIES

         None

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Hereafter  set forth as an exhibit to the Form 10-QSB of
                  Restaurant Teams International, Inc. is the following
                  exhibit:

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

                  27                Financial Data Schedule

         (b)      Current Reports on Form 8-K:

         The Company  filed the  following  8-K reports  which are  incorporated
herein by reference.

        January  6, 2000        Announcement of lawsuit initiated by the Compan
                                against FB Holding Corp.

        January  6,  2000       Announcement by the Company of the retention of
                                Hein and Associates to serve as the Company's
                                independent auditors.

        March 7, 2000           Announcement by the Company of the Tanner's and
                                Regulatory Solutions acquisitions.

        March 14, 2000          Announcement by the Company of a law suit filed
                                against it by Oxford Holdings, Inc.









<PAGE>


                                   SIGNATURES

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

                              Restaurant Teams International,Inc.
                              (Registrant)


Date:  May 22, 2000           By:    /s/ Stanley L. Swanson
                                     ----------------------
                                     Stanley L. Swanson, Chief Executive Officer
                                     (Duly Authorized Signatory)


Date:  May 22, 2000           By:    /s/ Curtis A. Swanson
                                     ---------------------
                                     Curtis A. Swanson, Chief Financial Officer
                                       and Executive Vice President

                                     (Duly Authorized Signatory)








                                                                              12

<PAGE>


                                  EXHIBIT INDEX

No.               Description of Exhibit

27                Financial Data Schedule