SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.

                                   FORM 10-QSB

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

                For the quarterly period ended December 31, 2000

                                       OR

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

          For the transition period from ____________ to ______________

                           Commission File No. 0-24330

                            Bedford Bancshares, Inc.
             (Exact name of registrant as specified in its charter)


     Virginia                                                    54-1709924
--------------------                                         -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                  125 West Main Street, Bedford, Virginia 24523
                  ---------------------------------------------
                    (Address of principal executive offices)


                                 (540) 586-2590
                                 --------------
              (Registrant's telephone number, including area code)


     Check whether issuer (1) filed all reports required to be filed by Sections
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 report(s), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No


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

         Class:   Common Stock, par value $.10 per share
                  Outstanding at February 6, 2001:  2,136,370

<PAGE>

                     BEDFORD BANCSHARES, INC. AND SUBSIDIARY

                              INDEX TO FORM 10-QSB
<TABLE>
<CAPTION>

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

       Item 1          Financial Statements

                       Consolidated Statements of Financial Condition at December 31
                       (unaudited) and September 30, 2000                                       3

                       Consolidated Statements of Income for the three months
                       ended December 31, 2000 and 1999 (unaudited)                             4

                       Consolidated Statements of Comprehensive Income for
                       Comprehensive Statement of Income for the three months
                       ended December 31, 2000 and 1999 (unaudited)                             5

                       Consolidated Statements of Cash Flows for the three months
                       ended December 31, 2000 and 1999 (unaudited)                             6

                       Notes to Unaudited Interim Consolidated Financial Statements
                                                                                                7

       Item 2          Management's Discussion and Analysis of Financial
                       Condition and Results of Operations                                      8


       PART II         OTHER INFORMATION
       -------         -----------------

       Item 1          Legal Proceedings                                                       13

       Item 2          Changes in Securities                                                   13

       Item 3          Defaults upon Senior Securities                                         13

       Item 4          Submission of Matters to a Vote of Security Holders                     13

       Item 5          Other Information                                                       13

       Item 6          Exhibits and Reports on Form 8-K
                                                                                               13

     SIGNATURES                                                                                14
</TABLE>

                                       2
<PAGE>

                     BEDFORD BANCSHARES, INC. AND SUBSIDIARY
                 Consolidated Statements of Financial Condition
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      December 31        September 30
                                                                                             2000                2000
                                                                                      -----------        ------------
                                                                                              (In Thousands)
<S>                                                                                   <C>                 <C>
Assets
------
Cash and cash equivalents......................................................         $  4,065            $  5,512
Investment securities held to maturity (estimated market value of
$500 and $506).................................................................              506                 507
Marketable equity securities available for sale, at market value...............               50                  50
Investment securities available for sale, at market value......................            7,471               6,855
Investment in Federal Home Loan Bank stock, at cost............................            1,950               1,900
Loans receivable, net..........................................................          175,661             169,592
Foreclosed real estate, net....................................................               26                   0
Property and equipment, net....................................................            1,349               1,365
Accrued interest receivable                                                                1,231               1,133
Deferred income taxes..........................................................              206                 270
Other assets...................................................................              876                 357
                                                                                        --------            --------
    Total assets...............................................................         $193,391            $187,541
                                                                                        ========            ========

Liabilities and Stockholders' Equity
------------------------------------
Liabilities
-----------
Deposits.......................................................................         $129,756            $129,770
Advances from the Federal Home Loan Bank.......................................           39,000              34,000
Advances from borrowers for taxes and insurance................................              378                 694
Dividends payable..............................................................              215                 215
Other liabilities..............................................................            1,160                 306
                                                                                        --------            --------
    Total liabilities..........................................................          170,509             164,985
                                                                                        --------            --------
Commitments and contingent liabilities

Stockholders' equity
--------------------
Preferred stock, par value $.10 per share, authorized 250,000; issued and                      -                   -
outstanding, none
Common stock, par value, $.10 per share, authorized 2,750,000 shares; issued
and outstanding 2,136,370 at December 31, 2000 and 2,149,270 at September 30,
2000...........................................................................              214                 215
Additional paid in capital.....................................................           10,418              10,466
Retained earnings, substantially restricted....................................           12,757              12,503
Accumulated other comprehensive income.........................................              (16)               (122)
Less stock acquired by ESOP and RRP............................................             (491)               (506)
                                                                                        --------            --------
    Total stockholders' equity.................................................           22,882              22,556
                                                                                        --------            --------
    Total liabilities and stockholders' equity.................................         $193,391            $187,541
                                                                                        ========            ========
</TABLE>
See notes to consolidated financial statements

                                       3
<PAGE>
                     BEDFORD BANCSHARES, INC. AND SUBSIDIARY
                        Consolidated Statements of Income
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                                  December 31
                                                                 2000       1999
                                                               ------     ------
                                                             (Dollars in Thousands,
                                                             Except Per Share Data)
<S>                                                          <C>        <C>
Interest Income:
 Loans ...................................................     $3,391     $2,868
 U.S. Government Obligations including agencies ..........        160        208
 Other investments, including overnight deposits .........         49         31
                                                               ------     ------
    Total interest income ................................      3,600      3,107
                                                               ------     ------
Interest Expense:
 Deposits ................................................      1,485      1,137
 Borrowed funds ..........................................        535        476
                                                               ------     ------
    Total interest expense ...............................      2,020      1,613
                                                               ------     ------
    Net interest income ..................................      1,580      1,494
Provision for credit losses ..............................         30         30
                                                               ------     ------
 Net interest income after provision for credit
 Losses ..................................................      1,550      1,464
                                                               ------     ------
Noninterest income:
 Service charges and fees on loans .......................        120        169
 Other customer service fees and
 Commissions .............................................         96        102
 Other ...................................................         10         15
                                                               ------     ------
    Total noninterest income .............................        226        286
                                                               ------     ------
Noninterest expense:
 Personnel compensation and benefits .....................        517        503
 Occupancy and equipment .................................        105         73
 Data Processing .........................................        118        102
 Federal insurance of accounts ...........................          6         16
 Advertising .............................................         36         32
 Professional fees .......................................         82         43
 Other ...................................................         98        117
                                                               ------     ------
    Total noninterest expense ............................        962        886
                                                               ------     ------
    Income before income taxes ...........................        814        864
 Provision for income taxes ..............................        309        353
                                                               ------     ------
   Net income ............................................     $  505     $  511
                                                               ======     ======

Basic earnings per share .................................     $ 0.24     $ 0.24
                                                               ======     ======

Diluted earnings per share ...............................     $ 0.23     $ 0.23
                                                               ======     ======
</TABLE>

See notes to consolidated financial statements

                                       4
<PAGE>
                     BEDFORD BANCSHARES, INC. AND SUBSIDIARY
                 Consolidated Statements of Comprehensive Income
                                   (Unaudited)


                                                           Three Months Ended
                                                                December 31
                                                             2000          1999
                                                             ----          ----
                                                          (Dollars in Thousands,
                                                          Except Per Share Data)

Net Income..............................................     $505          $511

Other comprehensive income, net of tax effect:

   Unrealized gains (losses) on securities
   available for sale...................................      106           (72)
                                                             ----          ----

Comprehensive income....................................     $611           $439
                                                             ====           ====

                                       5
<PAGE>

                     BEDFORD BANCSHARES, INC. AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                            Three Months Ended
                                                                                December 31
                                                                              2000        1999
                                                                              ----        ----
                                                                          (Dollars in Thousands)
<S>                                                                      <C>         <C>
Operating activities:
 Net Income ...........................................................   $    505    $    511
 Adjustments to reconcile net income to net cash provided by
 operating activities:
   Provision for credit losses ........................................         30          30
   Provision for depreciation and amortization ........................         45          35
   Amortization of investment security premiums and accretion of
   discounts, net .....................................................         (2)         (2)
   (Increase) decrease in deferred income taxes .......................          -         (44)
   (Gain) loss on sale of loans, investments and foreclosed real estate          -           -
   (Increase) decrease in accrued interest receivable .................        (98)        (72)
   (Increase) decrease in other assets ................................       (465)        (45)
   Increase (decrease) in other liabilities ...........................        869        (736)
                                                                          --------    --------
    Net cash provided by (used in) operating activities ...............        884        (323)
                                                                          --------    --------
Investing activities:
   Proceeds from the maturities of investments available for sale .....      1,000         509
   Purchases of investment securities available for sale ..............     (1,500)       (560)
   Purchase of Federal Home Loan Bank stock ...........................        (50)       (500)
   Net increase in loans to customers .................................     (6,068)     (7,986)
   Principal collected on mortgage-backed securities ..................          1           1
   Purchases of premises, equipment and leasehold improvements ........        (27)        (42)
   Net (increase) decrease in foreclosed real estate ..................        (26)          -
                                                                          --------    --------
    Net cash provided by (used in) investing activities ...............     (6,670)     (8,578)
                                                                          --------    --------
Financing activities:
   Dividends paid .....................................................       (215)       (179)
   Net increase (decrease) in customer deposits .......................        (14)      1,727
   Proceeds from (repayments of) advances and other borrowed money ....      5,000      10,000
   Repurchase of stock ................................................       (116)       (224)
   Net increase (decrease) in advance payments from borrower for taxes
   and insurance ......................................................       (316)       (226)
                                                                          --------    --------
    Net cash provided by financing activities .........................      4,339      11,098
                                                                          --------    --------
    Increase (decrease) in cash and cash equivalents ..................     (1,447)      2,197
Cash and cash equivalents at beginning of period ......................      5,512       2,744
                                                                          --------    --------
Cash and cash equivalents at end of period ............................   $  4,065    $  4,941
                                                                          ========    ========
</TABLE>

See notes to consolidated financial statements

                                       6
<PAGE>

                     BEDFORD BANCSHARES, INC. AND SUBSIDIARY
          Notes to Unaudited Interim Consolidated Financial Statements
                                December 31, 2000


NOTE 1:  BASIS OF PRESENTATION
------------------------------

         The accompanying  unaudited interim  consolidated  financial statements
have been prepared in accordance with generally accepted  accounting  principles
("GAAP") for interim financial information. Accordingly, they do not include all
of the  information  and  footnotes  required by generally  accepted  accounting
principles for complete financial statements.

         The accompanying  unaudited interim  consolidated  financial statements
include the accounts of Bedford  Bancshares,  Inc., Bedford Federal Savings Bank
and CVFS its wholly-owned  subsidiaries.  All significant  intercompany balances
and transactions have been eliminated in consolidation.

         In the opinion of  management,  all  adjustments  (consisting of normal
recurring  accruals)  considered  necessary for the fair  presentation have been
included.  The results of operations  for the interim  period ended December 31,
2000 is not necessarily  indicative of the results which may be expected for any
future  period.  For  further  information,   refer  to  consolidated  financial
statements and footnotes thereto included in the Corporation's  Annual Report on
Form 10-KSB for the year ended September 30, 2000.

NOTE 2:  EARNINGS PER SHARE
---------------------------


Earnings per share is calculated as follows:

                                                        Three Months Ended
                                                             December 31
                                                          2000        1999
                                                      ----------   ----------
Basic Earnings Per Share:
-------------------------
Net Income ........................................   $  505,000   $  511,000
                                                      ==========   ==========
Average Shares Outstanding, Net of
unallocated ESOP Shares (61,334 and 77,334 at
December 31, 2000 and 1999, respectively) .........    2,086,141    2,090,662
                                                      ==========   ==========

Basic Earnings Per Share ..........................   $     0.24   $     0.24
                                                      ==========   ==========

Diluted Earnings Per Share;
---------------------------
Net Income ........................................   $  505,000   $  511,000
                                                      ==========   ==========
Average Shares Outstanding, Net of unallocated ESOP
Shares (61,334 and 77,334
At December 31, 2000 and 1999, respectively) ......    2,086,141    2,090,662
  Dilutive effect of RRP Plan shares ..............          444       10,406
  Dilutive effect of Stock Options ................       64,938       92,557
                                                      ----------   ----------
Average Shares Outstanding ........................    2,151,523    2,193,625
                                                      ==========   ==========

Diluted Earnings Per Share ........................   $     0.23   $     0.23
                                                      ==========   ==========

                                       7
<PAGE>

         MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



FORWARD-LOOKING STATEMENTS
--------------------------

         The Private  Securities  Litigation  Reform Act of 1995  contains  safe
harbor  provisions  regarding  forward-looking  statements.  When  used  in this
discussion, the words, "believes", "anticipates", "contemplates", "expects", and
similar expressions are intended to identify  forward-looking  statements.  Such
statements  are  subject to certain  risks and  uncertainties  which could cause
actual  results to differ  materially  from  those  projected.  Those  risks and
uncertainties  include  changes in interest  rates,  risks  associated  with the
effect of opening a new branch,  the ability to control costs and expenses,  and
general economic conditions.  We undertake no obligation to publicly release the
results of any revision to those forward-looking statements which may be made to
reflect  events  or  circumstances  after  the date  hereof  or to  reflect  the
occurrence of unanticipated events.

FINANCIAL CONDITION
-------------------

         At December 31, 2000,  consolidated  assets totaled $193.3 million,  an
increase of $5.7  million  from  September  30, 2000.  The asset  expansion  was
reflected in growth of the loan portfolio which increased $6.1 million.  Funding
for the loan growth was provided by a $5.0 million increase in FHLB advances.

RESULTS OF OPERATIONS
---------------------

         General.  Net income  for the three  months  ended  December  31,  2000
decreased $6,000 to $505,000 from $511,000 for the comparable  quarter of fiscal
2000.  A decrease in the amount of service  charges  and fees on loans  combined
with expenses related to opening and operating a new branch, partially offset by
higher net interest income, were primary factors in the lower earnings.

         Interest  Income.  Interest  income  totaled $3.6 million for the three
months ended  December 31,  2000,  compared to $3.1 million  earned in the three
months ended December 31, 1999.  Interest income on loans increased $523,000 due
to a 31 basis point  improvement  in the yield,  primarily  due to higher market
rates, combined with a $20.6 million increase in the average balance outstanding
when comparing the first quarters of fiscal 2001 and 2000.

         Interest  Expense.  Interest expense totaled $2.0 million for the three
months ended  December 31, 2000, a $407,000  increase  from $1.6 million for the
comparable 2000 period. The increase was primarily due to a $348,000 increase in
interest on deposits,  due to a $12.9 million increase in average volume,  and a
71 basis  point rise in the  average  cost.  Additionally,  interest on borrowed
funds  increased  $59,000  due to  higher  volume  and  cost of  FHLB  advances.

                                       8
<PAGE>

         Net Interest Income.  For the three months ended December 31, 2000, net
interest income was $1.6 million, up $86,000 from the net interest income earned
in the same three months of 1999.  For the three months ended December 31, 2000,
our interest rate spread and net interest  margin  decreased to 2.64% and 3.46%,
respectively,  compared to 2.93% and 3.62%,  respectively for the same period of
1999.

         Provision  for Loan Losses.  The  provision for loan losses was $30,000
for the three  months  ended  December  31,  2000 and for the same 1999  period.
Although  loans  receivable  increased 3.6% in the first quarter of fiscal 2001,
the level of nonperforming loans decreased from .57% of total loans at September
30, 2000 to .46% at December 31, 2000. The allowance for loan losses at December
31, 2000 was $866,000  compared to $850,000 at September 30, 2000. This increase
combined  with the decrease in  nonperforming  loans  increased the ratio of the
allowance  for loan losses to  nonperforming  assets to 106.91% at December  31,
2000 from 88.55% at September 30, 2000.  Management performs regular assessments
of the credit risk in the loan portfolio based on information  available at such
times,  including the level of our nonperforming loans and assets, trends in the
local real estate market, and current and potential charge-offs.  The assessment
of the adequacy of the allowance for loan losses  involves  subjective  judgment
regarding  future  events,  and  there  can  be  no  assurance  that  additional
provisions for loan losses will not be required in future periods.

         Noninterest  income.  For the three  months  ended  December  31, 2000,
noninterest income was $226,000, down 20.6% from the $286,000 for the comparable
1999 period. Service charges and fees on loans were down $49,000 to $120,000 for
the first  quarter of fiscal 2001 from  $169,000  for the  comparable  period of
fiscal 2000 due primarily to the lower number and dollar volume of loans closed.
Other fees and commissions  were down 5.9% to $96,000 for the three months ended
December 31, 2000 from $102,000 for the comparable  period of 1999 due primarily
to a $6,000 decline in income from checking.

         Noninterest  expense.  Noninterest  expense was  $962,000 for the three
months  December 31, 2000, up 8.7% from $885,000 for the comparable 1999 period.
Occupancy  and  equipment  expense  was up $32,000  due  primarily  to  expenses
associated  with the New London branch,  which opened in September of 2000. Data
processing  expense was $118,000,  up 15.4% from the comparable 1999 period, due
primarily to increased  pricing from our primary service  provider.  The cost of
Federal  insurance  of  accounts  was  down  $10,000  or  61.9%  due to a  lower
assessment by the FDIC.  Professional  fees for the three months ended  December
31, 2000 were $82,000 up $40,000 from the  comparable  1999 period due to higher
legal and accounting  fees.

         Provision for Income Taxes. The provision for income taxes was $309,000
for the three  months  ended  December  31,  2000,  down 12.4% from the $353,000
provision  recorded in the same three months of fiscal 2000.  The primary reason
for the decrease was the lower level of taxable income.

                                       9
<PAGE>

CAPITAL COMPLIANCE
------------------

The following table presents the Bank's  compliance with its regulatory  capital
requirements of December 31, 2000. (Dollar amounts in thousands).

                                                          December 31, 2000
                                                       -------------------------
                                                                     Percentage
       ..                                                            of assets
                                                                    ------------

GAAP Capital......................................     $21,831           11.30%
                                                       =======           =====

Tangible capital..................................     $21,849           11.31%
Tangible capital requirement......................      $2,897            1.50%
                                                       -------           -----
Excess............................................     $18,952            9.81%
                                                       =======            ====

Core capital......................................     $21,849           11.31%
Core capital requirement..........................       7,726            4.00%
                                                       -------           -----
Excess............................................     $14,123            7.31%
                                                       =======            =====

Total risk-based capital (1)......................     $22,631           18.44%
Total risk-based capital requirement (1)..........       9,817            8.00%
                                                       -------           -----
Excess............................................     $12,814           10.44%
                                                       =======           ======
-----------------------------
(1)      Based on risk-weighted assets of $122,707

         Management believes that under current regulations, we will continue to
meet our minimum capital  requirements in the foreseeable future.  Events beyond
our control,  such as increased  interest  rates or a downturn in the economy in
areas in which we  operate  could  adversely  affect  future  earnings  and as a
result, our ability to meet our future minimum capital requirements.


LIQUIDITY
---------

         Our  liquidity  is a measure of our ability to fund loans,  pay deposit
withdrawals and other cash outflows in an efficient,  cost effective manner. Our
primary sources of funds are deposits, and scheduled amortization and prepayment
of loans.  In addition,  we supplement our funding needs by borrowing funds from
the Federal Home Loan Bank  ("FHLB") of Atlanta.  As of December 31, 2000,  such
borrowed funds totaled $39 million. Loan payments and prepayments,  deposits and
borrowings are greatly influenced by general interest rates, economic conditions
and competition.

         We are required under federal regulations to maintain certain specified
levels of "liquid  assets,"  which  include  certain  United  States  government
obligations and other approved  investments.  Current  regulations require us to
maintain liquid assets of not less than 4% of net  withdrawable  accounts,  plus
short-term borrowings.  At December 31, 2000, our regulatory liquidity ratio was
10.14%.

         The  amount of  certificate  accounts,  which are  scheduled  to mature
during the next twelve months ending December 31, 2001, is  approximately  $50.3
million.  To the extent that these

                                       10
<PAGE>

deposits do not remain  with us upon  maturity,  we believe  that we can replace
these funds with other deposits, FHLB advances or other borrowings.  It has been
our experience that a substantial portion of such maturing deposits remains with
us.

         At December  31, 2000,  we had loan  commitments  outstanding  of $19.7
million.  These commitments will be funded from deposit inflows, loan repayments
and borrowings.


                                       11
<PAGE>

                     BEDFORD BANCSHARES, INC. AND SUBSIDIARY
                              Key Operating Ratios

                                                     Three Months Ended
                                                        December 31
                                                        -----------
                                                   2000(1)       1999(1)
                                                   -------       -------
                                                        (Unaudited)


Basic earnings per share........................   $0.24          $0.24
Diluted earnings per share......................   $0.23          $0.23
Return on average assets........................    1.07%          1.19%
Return on average equity........................    8.88%          9.63%
Interest rate spread............................    2.64%          2.93%
Net interest margin.............................    3.46%          3.62%
Noninterest expense to average assets...........    2.03%          2.19%
Net charge-offs to average outstanding loans....     .01%            --%



                                                        December 31 September 30
                                                           2000           2000
                                                           ----           ----
                                                          (DOLLARS IN THOUSANDS)
                                                               (Unaudited)
Nonaccrual loans.......................................    $784            $960
Repossessed real estate................................      26               -
                                                           ----            ----
Total nonperforming assets.............................    $810            $960
                                                           ====            ====


Allowance for credit losses to nonperforming assets....  106.91%          88.55%
Nonperforming loans to total loans.....................    0.46%           0.57%
Nonperforming assets to total assets...................    0.42%           0.51%


Book value per share...................................  $10.66          $10.49
                                                         ======          ======

------------------------
(1)  The ratios for the three month periods are annualized

                                       12
<PAGE>

                           PART II - OTHER INFORMATION
                           ---------------------------


Item 1.  Legal Proceedings
         -----------------
           Neither  the  Corporation  nor the Bank was  engaged  in any
           legal proceedings of a material nature at December 31, 2000.
           From  time to  time,  the  Corporation  is a party  to legal
           proceedings  in the ordinary  course of business  wherein it
           enforces its security interest in loans.

Item 2.  Changes in Securities
         ---------------------
            Not applicable.

Item 3.  Defaults upon Senior Securities
         -------------------------------
            Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------
            Not applicable.


Item 5.  Other Information
         -----------------
            Not applicable.

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
         (a)  List of Exhibits:
<TABLE>
<CAPTION>
          <S>      <C>
              3(i)  Restated Articles of Incorporation of Bedford Bancshares, Inc.*
              3(ii) Bylaws of Bedford Bancshares, Inc.*
              4     Specimen of Stock Certificate*
              10.1  1994 Stock Option Plan*
              10.2  Recognition and Retention Plan and Trust Agreement
              10.3  Employment Agreement between the Registrant and Harold K. Neal*
</TABLE>

          (b) Reports on Form 8-K
              Not applicable.


-----------------------
o    Incorporated  by reference to the  Registrant's  Form 10-KSB filed with the
     SEC on December 9, 1994.

                                       13
<PAGE>

                     BEDFORD BANCSHARES, INC. AND SUBSIDIARY

                                   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.



                                             BEDFORD BANCSHARES, INC.

Date:    February 8, 2001                    By: /s/ Harold K. Neal
                                                 -------------------------------
                                                 Harold K. Neal
                                                 President and
                                                 Chief Executive Officer
                                                 (Principal Executive Officer)


Date:    February 8, 2001                    By: /s/ James W. Smith
                                                 -------------------------------
                                                 James W. Smith
                                                 Vice President and Treasurer
                                                 (Principal Accounting and
                                                    Financial Officer)


                                       14