<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q

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

                 For the Quarterly Period Ended January 31, 1997

                                       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 0-22354

                         MARTEK BIOSCIENCES CORPORATION
             (Exact name of registrant as specified in its charter)



                    Delaware                   52-1399362
           (State of Incorporation) (IRS Employer Identification No.)

                   6480 Dobbin Road, Columbia, Maryland 21045
                    (Address of principal executive offices)

        Registrant's telephone number including area code: (410)740-0081

                                      None
(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. X Yes  No


      Common stock, par value $.10 per share: 13,532,590 shares outstanding
                              as of March 10, 1997


                                  Page 1 of 12
<PAGE>
 
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                         MARTEK BIOSCIENCES CORPORATION


                                 Balance Sheets
                                ($ in thousands)
-------------------------------------------------------------------------------
                                                        January 31,  October 31,
                                                            1997         1996
--------------------------------------------------------------------------------
                                                               (Unaudited)
Assets:
Current assets:
     Cash and cash equivalents                              $3,808       $8,633
     Short-term investments and 
     marketable securities                                  31,020       30,759
     Accounts receivable                                       973          322
     Inventories  (Note 4)                                   1,777        1,841
     Prepaid expenses                                          476          134
     Other current assets                                      193          125
                                                        ------------------------
Total current assets                                        38,247       41,814
Property, plant and equipment, net                          15,583       15,309
                                                        ------------------------

                                                           $53,830      $57,123
                                                        ========================


Liabilities and stockholder's equity:
Current liabilities:
     Accounts payable                                         $869         $642
     Accrued liabilities                                     1,227        1,495
     Current portion of notes payable                        4,380        4,371
                                                        ------------------------
Total current liabilities                                    6,476        6,508
Long-term portion of notes payable                           1,097        1,199
Commitments and contingencies (Note 2)
Stockholders' equity:
     Preferred stock, $.01 par value, 4,700,000
        shares authorized; none issued or outstanding.         ---          ---
     Series A junior participating preferred stock,
         $.01 par value, 300,000 shares authorized; 
         none issued or outstanding.                           ---          ---
     Common stock, $.10 par value; 30,000,000  shares
        authorized at January 31, 1997 and at October
        31, 1996;  13,531,590 and 13,392,250 shares 
        issued at January 31, 1997 and October 31, 
        1996, respectively.                                  1,353        1,339
     Additional paid-in capital                             78,547       78,268
     Accumulated deficit                                   (33,643)     (30,191)
                                                        ------------------------
Total stockholders' equity                                  46,257       49,416
                                                        ------------------------

                                                           $53,830      $57,123
                                                        ========================

See accompanying notes.









                                  Page 2 of 12

<PAGE>




                         MARTEK BIOSCIENCES CORPORATION
                            Statements of Operations
               (Unaudited -$ in thousands, except per share data)

                                                  Three months ended January 31,
--------------------------------------------------------------------------------
                                                          1997            1996
--------------------------------------------------------------------------------

Revenues:
     Product Sales:
        Nutritional product sales                         $143              $8
        Other product sales                                379             170
                                                    ----------------------------
     Total Product Sales                                   522             178
     License fees and related revenues                     293           2,141
     Royalties                                               4               2
     Research and development contracts and grants         138             199
                                                    ----------------------------
Total revenues                                             957           2,520
Costs and expenses:
     Cost of product sales                                 370              93
     Research and development                            2,883           2,105
     Selling, general and administrative                 1,578           1,000
                                                    ----------------------------
Total costs and expenses                                 4,831           3,198
                                                    ----------------------------
Loss from operations                                    (3,874)           (678)
Other income (expense):
     Miscellaneous income                                    8              15
     Interest income                                       517             694
     Interest expense                                     (103)            (75)
                                                    ----------------------------
Total other income                                         422             634
                                                    ----------------------------

Net loss                                               ($3,452)           ($44)
--------------------------------------------------------------------------------

Net loss per share (Note 5)                             ($0.26)         ($0.00)
--------------------------------------------------------------------------------

Weighted average common shares outstanding          13,426,612      13,077,386
--------------------------------------------------------------------------------


See accompanying notes.














                                  Page 3 of 12


<PAGE>





                         MARTEK BIOSCIENCES CORPORATION

                            Statements of Cash Flows

                          (Unaudited - $ in thousands)

                                                  Three Months ended January 31,
--------------------------------------------------------------------------------
                                                          1997          1996
--------------------------------------------------------------------------------

Operating activities:
  Net loss                                              ($3,452)          ($44)
  Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization                          242            198
     Changes in assets and liabilities:
        Accounts receivable                                (651)            44
        Inventories                                          64           (338)
        Prepaid expenses                                   (342)           (85)
        Other current assets                                (68)           138
        Accounts payable                                    227            423
        Accrued liabilities                                (268)           106
        Unearned revenue                                      0         (2,075)
                                                      --------------------------
  Net cash used in operating activities                  (4,248)        (1,633)

Investing activities:
     Change in short-term investments and 
          marketable securities                            (261)       (12,844)
     Purchase of property, plant and equipment             (516)        (1,437)
                                                      --------------------------
  Net cash used in investing activities                    (777)       (14,281)

Financing activities:
     Proceeds from the exercise of warrants 
          and options, and other                            293            427
     Principal payments on notes payable                    (93)           (24)
                                                      --------------------------
  Net cash provided by financing activities                 200            403
                                                      --------------------------

  Net increase in cash and cash equivalents              (4,825)       (15,511)
  Cash and cash equivalents at beginning of year          8,633         41,039
                                                      --------------------------

  Cash and cash equivalents at end of period             $3,808        $25,528
--------------------------------------------------------------------------------





See accompanying notes.








                                  Page 4 of 12

<PAGE>


                         MARTEK BIOSCIENCES CORPORATION

                        Statement of Stockholder's Equity
                 (Unaudited - $ in thousands,except share data)
                          


                                                    Additional
                                                     Paid-In  Accumulated
                                                     Capital    Deficit   Total
                           -----------------------------------------------------
                              Shares      Amounts

Balance at
October 31, 1996            13,392,250    $1,339    $78,268   ($30,191) $49,416
--------------------------------------------------------------------------------

Exercise of stock options     139,340       14        279        ---      293

Net loss                        ---         ---       ---      (3,452)  (3,452)
--------------------------------------------------------------------------------


Balance at
January 31, 1997            13,531,590    $1,353    $78,547   ($33,643) $46,257
--------------------------------------------------------------------------------


See accompanying notes.




























                        Page 5 of 12
<PAGE>


Notes to Financial Statements (Unaudited)

1.  Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and  with the  instructions  to Form  10-Q and  Article  10 of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the quarter  ended  January 31, 1997 are not  necessarily
indicative  of the results that may be expected  for the year ended  October 31,
1997. For further  information,  refer to the financial statements and footnotes
thereto included in Martek Biosciences  Corporation's annual report on Form 10-K
for the year ended October 31, 1996.

2.  Commitment and Contingencies

The Company had  commitments  at January 31, 1997 to fund up to $1.7  million of
Phase   III   Small   Business    Innovation    Research   ("SBIR")   technology
commercialization expenses, provided the technology under existing Phase II SBIR
grants yields commercial opportunities favorable to the Company.

Costs under U.S.  Government  contracts are subject to audit by the  appropriate
U.S. Government agency.  Management  believes that cost  disallowances,  if any,
arising  from such  audits of costs  charged  to  government  contracts  through
January 31, 1997, would not have a material effect on the financial statements.

The Company has licensed certain technologies and recognized license fee revenue
under various  agreements.  Potentially  refundable license fees are recorded as
unearned revenue and are not recognized as revenue until the earnings process is
complete  and amounts  are not subject to refund.  Under the terms of one of the
Company's license  agreements,  $2,075,000  previously  recorded as unearned was
recognized  during the first quarter of 1996. See  "Management's  Discussion and
Analysis of Financial Condition and Results of Operations."

The  Company  has  entered  into  various  collaborative  research  and  license
agreements. Under the agreements, the Company is required to fund research or to
collaborate  on  the  development  of  potential  products.   Certain  of  these
agreements  also  commit the Company to make  payments  upon the  occurrence  of
certain  milestones,  and royalties upon the sale of certain products  resulting
from such collaborations.

On June 20, 1996,  the Company  entered into an equipment  line of credit in the
amount  of  $2,000,000  to  finance  a portion  of the  construction  of the oil
processing  facility in  Winchester,  KY. Draws on the line of credit as of June
20, 1996 converted to a four year term loan bearing interest at a rate of 9.02%.
As of January 31, 1997, $460,000 of the line was available for future borrowings
and  $1,337,000  was  outstanding.  This  loan is  collateralized  solely by the
equipment purchased with the proceeds.

3.  Income Taxes

At January 31,  1997,  the  Company  had net  operating  loss  carryforwards  of
approximately  $45,570,000  for income tax  purposes  that  expire in years 2000
through 2011.



                                  Page 6 of 12
<PAGE>

Section 382 of the Internal Revenue Code limits the utilization of net operating
losses when ownership changes,  as defined by that section,  are greater than 50
percent. The Company has had significant ownership changes over the past several
years, including an initial public offering of its common stock in December 1993
and a follow-on  public offering of its common stock in October 1995,  which may
have caused these limitations to apply.

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets as of January 31, 1997 are as follows:


Deferred tax assets:
   Write-off of patent ..................................               251,000
   Net operating loss carryforwards .....................            18,228,000
                                                                   ------------
      Total deferred tax assets .........................          $ 18,479,000
                                                                   ============
        Valuation allowance for net
         deferred tax assets ............................          ($18,479,000)
                                                                   ============
   Net deferred tax assets ..............................          $       --
                                                                   ============

4.  Inventories

Inventories consist of the following:

                                                         January 31, October 31,
                                                             1997         1996 
                                                         ----------   ----------
Finished products ....................................   $  846,368   $  875,645
Work in process ......................................      649,876      545,168
Raw materials ........................................      280,374      420,315
                                                         ----------   ----------
                                                         $1,776,618   $1,841,128
                                                         ==========   ==========

     Inventories  include  products  and  materials  held  for  sale  as well as
products  and  materials  that  could  alternatively  be used  in the  Company's
research and development activities.

5.  Net loss per share

Net loss per share is computed  using the weighted  average  number of shares of
common stock outstanding during the period.  Common equivalent shares from stock
options and warrants are excluded as their effect is antidilutive.













                                  Page 7 of 12
<PAGE>

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

General

This Management's  Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements concerning the Company's business
and operations,  including  statements about future production  efficiencies for
its nutritional oil products.  Such statements  involve risks and  uncertainties
that could cause  actual  results to differ due to a variety of risk factors set
forth herein and from time to time in the Company's  filings with the Securities
and Exchange Commission,  including but not limited to its recently filed report
on Form 10-K and its S-3 declared effective on September 26, 1995.

Since its inception in 1985,  Martek has been engaged  primarily in the research
and development, manufacturing and sales of products derived from microalgae. In
1989, the Company began the  commercial  production and sale of its products for
drug  discovery.  In 1992,  Martek began to realize  revenues  from license fees
related to its  nutritional  oils  containing  docosahexaenoic  acid ("DHA") and
arachidonic acid ("ARA") and sales of sample  quantities of these oils. In 1995,
Martek  recognized  its first product and royalty  revenues from sales of infant
formula  containing these oils and in 1996 began to recognize  revenues from the
sale of Neuromins(TM),  a DHA dietary supplement.  Martek has incurred losses in
each year since its inception.  At January 31, 1997,  the Company's  accumulated
deficit was $33,643,000.  The Company expects to continue to expand its research
and  development  effort,  optimize  oils  production  and  increase its product
marketing  activities.  As a result,  Martek  expects its losses to continue and
possibly  increase  for at least the first  half of 1997,  or until  significant
royalties from sales of infant  formula  products  containing  its oils,  and/or
sales revenues from Neuromins(TM) are received. In addition, the Company expects
to experience  quarter-to-quarter  and  year-to-year  fluctuations  in revenues,
expenses and losses, some of which may be significant.  The timing and extent of
such   fluctuations  will  depend,  in  part,  on  the  timing  and  receipt  of
oils-related revenues, if any.

Although three of the Company's licensees have introduced preterm infant formula
products containing  Martek's DHA and ARA oils in five European  countries,  the
Company is not able to predict when, or if, any of these  licensees  will expand
or introduce new offerings of products  containing  Martek's  oils.  The Company
does not  believe  that broad  product  introductions  of term  infant  formulas
containing  these oils will occur before late 1997, at the earliest,  and cannot
predict the timing or extent of further  introductions  or expansions of preterm
infant formula products  containing Martek's oils. Revenues from preterm uses of
Martek's oils will not,  alone,  significantly  reduce Martek's  losses.  Future
oils-related revenues, and the timing or likelihood of future profitability, are
largely dependent on factors over which the Company has no control.

Results of Operations - Comparison of Quarters Ended January 31, 1997 and 1996

Revenues for the quarter ended January 31, 1997,  were $957,000,  a 62% decrease
from  revenues of  $2,520,000  for the same period in 1996.  This  decrease  was
primarily due to the  recognition of $2,075,000 in license fees during the first
quarter of 1996 that were previously  recorded as unearned  pending the lapse of
certain  conditions  contained in the related license  agreement.  Total product
sales  increased by $344,000 or 193% in the first quarter of 1997 as compared to
the same period in 1996.  This increase is due  primarily to increased  sales of
nutritional  products,  including  Neuromins(TM)  capsules, as well as increased
sales of products for drug  discovery.  Revenues from  research and  development
contracts and grants decreased by 31% in the first quarter of 1997 when compared
with the first quarter of 1996.



                                  Page 8 of 12
<PAGE>

Cost of product  sales  increased to 71% of revenues  from product sales for the
first  quarter  of 1997 from 52% for the first  quarter of 1996.  This  increase
resulted primarily from the cost of sales of Martek's nutritional oils. The cost
to produce these oils was high due to the current low volume of  production  and
because the production  process requires further  optimization.  As sales volume
increases,  and manufacturing  efficiencies and optimization occurs, the cost of
production of the nutritional  oils products has the potential to decrease.  The
Company  believes  that a  significant  continued  optimization  effort  will be
required  for at least the next two years.  There can be no  assurance  that the
Company will be able to successfully optimize production of its nutritional oils
in order to manufacture  commercial quantities at a reasonable cost, or continue
to comply with applicable regulatory requirements , including GMP, or that these
facilities  will be sufficient  to meet the demand for the oils.  The balance of
the increase in cost of sales  resulted  from price  reductions in the Company's
stable isotope-based drug design products brought about by competition for these
products.  The  Company is  working to  decrease  its  production  costs and has
developed new,  proprietary products in an effort to improve profit margins. The
Company's  ability to  successfully  market  these new products and the ultimate
impact of these efforts on cost of sales, however, cannot be predicted.

Research and  development  costs  increased  by  $778,000,  or 37%, in the first
quarter of 1997 as  compared  to the same  period in 1996.  Consistent  with the
Company's plans,  nutritional oils development costs accounted for a significant
portion of all research and development costs as a result of intensified efforts
to meet production and product introduction  objectives.  To support the product
introductions of preterm infant formula products containing Martek's oils in the
UK, the Netherlands,  Belgium,  Finland and Spain,  the Company  intensified its
commercial  scale up and  optimization  efforts for its oil  products  beginning
during the latter half of 1994.  These efforts have continued  through the first
quarter of 1997. Production development and other oils-related development costs
comprised  over 75% of research  and  development  expenses  for the first three
months of 1997. Research and development costs may increase in the future as the
Company expands its research and development efforts,  including optimization of
oil production and development of in-house oil processing capabilities.

Selling,  general and  administrative  expenses  increased by $578,000,  or 58%,
during the first  quarter  of 1997.  These  costs  increased  primarily  due to:
expenses  associated with a public awareness  campaign for Martek's  nutritional
oils; marketing of the Company's Neuromins(TM) products; and increased insurance
and other corporate  overhead costs.  Other income was $212,000 lower during the
first quarter of 1997 than in the first quarter of 1996 mainly due to a decrease
in the amount of  interest  earned on the  investment  of funds  received in the
Company's  1995  public  offering  as funds are being  used to  support  Company
operations.

Net loss  for the  first  quarter  of 1997 was  $3,452,000,  or $.26 per  share,
compared  to a net loss of $44,000,  or $.00 for the same  period in 1996.  This
increase in net loss resulted  primarily from the  recognition  during the first
quarter of 1996 of $2,075,000 in license fees discussed above. In addition,  the
first  quarter  1997 loss was affected by  increased  research and  development,
production,  marketing and public relations campaign expenses primarily relating
to efforts to commercialize the Company's oil products

Recent Accounting Pronouncements

     In October 1995, the Financial  Accounting  Standards Board issued SFAS No.
123, "Accounting for Stock-Based Compensation." SFAS No. 123 allows companies to
either account for stock-based compensation under the new provisions of SFAS No.
123 or under the  provisions  of APB No.  25,  "Accounting  for Stock  Issued to
Employees". If companies elect to account for stock-based compensation under the
provisions  of APB No. 25, pro forma  disclosure  is required  for fiscal  years
beginning after December 31,1995 in the footnotes to the financial  statement as
if the measurement  provisions of SFAS 123 had been adopted. The Company intends
to continue accounting for its stock-based  compensations in accordance with the
provisions of APB No. 25. As such,  the adoption of SFAS No. 123 will not impact
the financial position of the Company.

                                  Page 9 of 12
<PAGE>

Liquidity and Capital Resources

Cash,  cash  equivalents,   short-term  investments  and  marketable  securities
decreased by  $4,564,000  in the first three months of 1997  resulting in a cash
balance of $3,808,000 and a balance of $31,020,000 in short-term investments and
marketable securities at January 31, 1997. Capital acquisitions of $516,000 were
made in the first  quarter of 1997, a  significant  portion of which  represents
upgrades to the  Company's  fermentation  facility in  Winchester,  Kentucky and
modifications  to the newly  constructed  oil processing  plant at the site. The
Company expects  additional  capital  expenditures of  approximately  $1,500,000
during the balance of 1997 as a result of escalating  fermentation  activity and
installation of oil processing capabilities at the facility.

Martek may require  substantial  additional  funds to continue  its research and
development   programs,   to  conduct   preclinical  and  clinical   studies  to
commercialize its nutritional oils, Neuromins(TM),  and its other products under
development.  The ultimate levels of these expenditures will depend, in part, on
whether  the  Company  seeks  independently,   or  with  other  parties  through
collaborative agreements,  to develop,  manufacture and market its products. The
capital  requirements of Martek will depend,  among other things, on one or more
of the following  factors:  the speed at which Martek's infant formula licensees
incorporate Martek's oils into their term infant formula products;  the progress
of preclinical and clinical studies;  the time and costs of obtaining regulatory
clearance for those products subject to regulatory clearance; the costs involved
in filing,  protecting  and enforcing  patents and other  intellectual  property
rights;   competing   technological  and  market  developments;   the  costs  of
manufacturing  facilities for those products the Company  chooses to manufacture
itself;  the costs of  commercializing  its  products;  and the extent of future
facilities expansion and collaborative partnerships. The Company's 1995 purchase
of a fermentation facility has had, and will continue to have, a material effect
upon Martek's liquidity and capital  resources.  In addition to the $1.0 million
in cash used to close the transaction, the investment in subsequent improvements
and the addition of oil processing capabilities, additional capital expenditures
will  be  needed  to  modify  the  plant  to  meet  Martek's  future  production
requirements  as the demand  for the  Company's  nutritional  oils grows to fill
plant capacity. Plant modifications,  costing at least $1,500,000,  are expected
to occur throughout the remainder of 1997.  Expenditures beyond 1997 will depend
in  part  on  production   capacity   needs,   the  extent  of  development  and
implementation of process improvements and the success of previously implemented
improvements.  The  Company  will also be  required  to repay or  refinance  the
promissory  notes due in March and September of 1997 in the aggregate  principal
amount of  $4,000,000  and its interest  accrued  thereon,  associated  with the
facility  purchase.  The notes are  secured  by the  fermentation  plant but are
without  recourse  otherwise.  The Company plans to seek  refinancing  for these
notes later in 1997, but there can be no assurance that the Company will be able
to refinance these notes.

The Company believes its existing  capital  resources,  consisting  primarily of
cash,  short-term  investments and marketable  securities will provide  adequate
capital  for at  least  the  next  15  months.  However,  due  to the  Company's
expectations  of growth and the rapidly  changing nature of the markets in which
it competes,  no prediction can be made with certainty of the Company's need for
additional  capital or its liquidity  position  over the long term.  The Company
intends to seek additional  funding through  commercial and government  research
and   development   contracts   and  grants,   product  sales  and  license  fee
arrangements.  The Company may pursue other methods of financing its activities,
including asset-based  borrowing,  equity issuances,  additional lease financing
and collaborative  arrangements with partners,  if such methods are available to
the Company and on favorable terms.  Should the Company need to raise additional
funds,  there can be no  assurance  that such  funds  will be  available  to the
Company on acceptable terms, if at all.





                                  Page 10 of 12
<PAGE>

Item 1.  Legal Proceedings.

As  previously  reported in the  Company's  annual  reports on Form 10-K for its
fiscal years ended October 31, 1995 and 1996,  and in the  Company's  reports on
Form 10-Q since the first  quarter of fiscal  1996,  on November 29, 1995 Martek
received a letter from the United States Environmental Protection Agency ("EPA")
notifying Martek of potential  liability under the  Comprehensive  Environmental
Response,  Compensation  and Liability Act in connection with the cleanup of the
RAMP  Industries  Site in Denver,  Colorado.  EPA has stated that to date it has
incurred $2.1 million in costs in connection  with the cleanup of the site,  but
that  at this  time it is  unable  to  estimate  total  cleanup  costs.  EPA has
informally  indicated that based on its initial review,  it believes that Martek
is  responsible  for less than .02% of the waste at the RAMP Site.  Martek's own
review  indicates  that its  contribution  to the site,  if any,  may be a lower
percentage.  EPA has  stated  that  it  intends  to  enter  into a "de  minimis"
settlement  with smaller  contributors  based on a waste-in list it is currently
compiling.  Martek believes that the impact of any settlement will be immaterial
to its financial condition and results of operations.

The Company is not a party to any other legal proceedings.


Item 2.  Changes in Securities.

None

Item 3.  Defaults Upon Senior Securities.

Not Applicable

Item 4.  Submission of Matter to a vote of Security Holders.

None

Item 5.  Other Information.

None

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits: None

(b) Reports on Form 8-K: None













                                  Page 11 of 12


<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.



                         MARTEK BIOSCIENCES CORPORATION
                                  (Registrant)






Date:  March 14, 1997                                 /s/ Steve Dubin
       --------------------                       ------------------------
                                                  Steve Dubin, Chief Financial
                                                        and Accounting Officer
































                                  Page 12 of 12

<PAGE>