November 12, 1999








Securities and Exchange Commission
Filer Support, Edgar
Operation Center, Stop 0-7
6432 General Green Way
Alexandria, VA 22312

Re:     Boston Financial Tax Credit Fund VII, A Limited Partnership
        Report on Form 10-Q for Quarter Ended September 30, 1999
        File Number 0-24584



Gentlemen:

Pursuant to the requirements of Section 15(d) of the Securities  Exchange Act of
1934, there is filed herewith one copy of subject report.


Very truly yours,



/s/Stephen Guilmette
Stephen Guilmette
Assistant Controller





TC7-Q2.DOC


<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q



(Mark One)

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

For the quarterly period ended                   September 30, 1999

                                       OR

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


For the transition period from              to


For Quarter Ended     September 30, 1999    Commission file number  0-24584
                      ------------------

            Boston Financial Tax Credit Fund VII, A Limited Partnership
             (Exact name of registrant as specified in its charter)


                   Massachusetts                                04-3166203
      (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization)                    Identification No.)


   101 Arch Street, Boston, Massachusetts                     02110-1106
  (Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code       (617) 439-3911
                                                      ----------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                   Yes X No .


<PAGE>
<TABLE>
<CAPTION>


                      BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                                TABLE OF CONTENTS



<S>                                                                                   <C>
PART I - FINANCIAL INFORMATION                                                        Page No.
------------------------------                                                        --------

Item 1.   Financial Statements

          Balance Sheets - September 30, 1999 (Unaudited) and March 31, 1999              1

          Statements of Operations (Unaudited) -
               For the Three and Six Months Ended September 30, 1999 and 1998             2

          Statement of Changes in Partners' Equity (Deficiency)
               (Unaudited) - For the Six Months Ended September 30, 1999                  3

          Statements of Cash Flows (Unaudited) -
               For the Six Months Ended September 30, 1999 and 1998                       4

          Notes to Financial Statements (Unaudited)                                       5

Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations                              7

PART II - OTHER INFORMATION

Items 1-6                                                                                10

SIGNATURE                                                                                11
</TABLE>



<PAGE>

                    BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)


<TABLE>
<CAPTION>

                                 BALANCE SHEETS


                                                                                September 30,         March 31,
                                                                                    1999                1999
                                                                                  (Unaudited)
Assets

<S>                                                                             <C>                <C>
Cash and cash equivalents                                                       $     296,996      $     114,347
Marketable securities, at fair value                                                2,726,015          3,020,272
Restricted cash                                                                       272,555            266,031
Investments in Local Limited Partnerships (Note 1)                                 24,192,589         25,341,905
Other assets                                                                           35,575             37,349
                                                                                -------------      -------------
     Total Assets                                                               $  27,523,730      $  28,779,904
                                                                                =============      =============

Liabilities and Partners' Equity

Accounts payable to affiliates                                                  $      54,063      $      72,014
Accounts payable and accrued expenses                                                  37,697             68,778
                                                                                -------------      -------------
     Total Liabilities                                                                 91,760            140,792
                                                                                -------------      -------------

Commitments (Note 2)

General, Initial and Investor Limited Partners' Equity                             27,457,611         28,628,826
Net unrealized gains (losses) on marketable securities                                (25,641)            10,286
                                                                                -------------      -------------
     Total Partners' Equity                                                        27,431,970         28,639,112
                                                                                -------------      -------------
     Total Liabilities and Partners' Equity                                     $  27,523,730      $  28,779,904
                                                                                =============      =============

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

</TABLE>


<PAGE>

                   BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                           STATEMENTS OF OPERATIONS
                                   (Unaudited)
        For the Three and Six Months Ended September 30, 1999 and 1998
<TABLE>
<CAPTION>



                                             Three Months Ended                          Six Months Ended
                                      September 30,        September 30,         September 30,       September 30,
                                          1999                 1998                  1999                1998
                                      -------------        -------------         -------------     -------------

Revenue:
<S>                                   <C>                  <C>                   <C>               <C>
   Investment                         $     42,222         $     51,814          $      86,217     $     101,167
   Other                                    14,047               13,110                 64,683            20,993
                                      ------------         ------------          -------------     -------------
       Total Revenue                        56,269               64,924                150,900           122,160
                                      ------------         ------------          -------------     -------------

Expenses:
   Asset management fee,
    related party                           73,888               72,753                147,776           145,506
   General and administrative
    (includes reimbursements
    to an affiliate in the amounts
    of $43,791 and $42,885 in
    1999 and 1998, respectively)            35,741               47,342                 87,401           107,245
   Amortization                              8,046                8,045                 16,092            16,091
                                      ------------         ------------          -------------     -------------
       Total Expenses                      117,675              128,140                251,269           268,842
                                      ------------         ------------          -------------     -------------

Loss before equity in losses
    of Local Limited Partnerships          (61,406)             (63,216)              (100,369)         (146,682)

Equity in losses of
   Local Limited Partnerships
   (Note 1)                               (554,742)            (791,375)            (1,070,846)       (1,668,302)
                                      ------------         ------------          -------------     -------------

Net Loss                              $   (616,148)        $   (854,591)         $  (1,171,215)    $  (1,814,984)
                                      ============         ============          =============     =============

Net Loss allocated:
   To General Partners                $     (6,161)        $     (8,546)         $     (11,712)    $     (18,150)
   To Limited Partners                    (609,987)            (846,045)            (1,159,503)       (1,796,834)
                                      ------------         ------------          -------------     -------------
                                      $   (616,148)        $   (854,591)         $  (1,171,215)    $  (1,814,984)
                                      ============         ============          =============     =============

Net Loss per Limited
   Partnership Unit
   (50,930 Units)                     $     (11.98)        $     (16.61)         $      (22.77)    $     (35.28)
                                      ============         ============          =============     ============
The accompanying notes are an integral part of  these financial statements.
</TABLE>

<PAGE>
                   BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

              STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
                                   (Unaudited)
                   For the Six Months Ended September 30, 1999

<TABLE>
<CAPTION>

                                                                                        Net
                                                   Initial         Investor         Unrealized
                                     General       Limited          Limited            Gains
                                     Partners      Partner         Partners          (Losses)             Total

<S>                                <C>             <C>          <C>                 <C>              <C>
Balance at March 31, 1999          $   (158,033)   $  5,000     $  28,781,859       $    10,286      $   28,639,112
                                   ------------    --------     -------------       -----------      --------------

Comprehensive Loss:
   Net change in net unrealized
     gains on marketable securities
     available for sale                       -          -                  -           (35,927)            (35,927)
   Net Loss                             (11,712)         -         (1,159,503)                -          (1,171,215)
                                   ------------    -------      -------------       -----------      --------------
Comprehensive Loss                      (11,712)         -         (1,159,503)          (35,927)         (1,207,142)
                                   ------------    -------      -------------       -----------      --------------

Balance at September 30, 1999      $   (169,745)   $ 5,000      $  27,622,356       $   (25,641)     $ 27,431,970
                                   ============    =======      =============       ===========      ============

The accompanying notes are an integral part of  these financial statements.
</TABLE>

<PAGE>
                     BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
              For the Six Months Ended September 30, 1999 and 1998
<TABLE>
<CAPTION>



                                                                                      1999              1998
                                                                                  -------------    -------------

<S>                                                                               <C>              <C>
Net cash used for operating activities                                            $    (139,724)   $    (246,331)
                                                                                  -------------    -------------

Cash flows from investing activities:
    Purchases of marketable securities                                                 (399,725)      (1,048,095)
    Proceeds from sales and maturities of
       marketable securities                                                            659,720        1,272,115
    Investments in Local Limited Partnerships                                           (25,000)               -
    Cash distributions received from Local
       Limited Partnerships                                                              87,378          146,909
                                                                                  -------------    -------------
Net cash provided by investing activities                                               322,373          370,929
                                                                                  -------------    -------------

Net increase in cash and cash equivalents                                               182,649          124,598

Cash and cash equivalents, beginning                                                    114,347          375,168
                                                                                  -------------    -------------

Cash and cash equivalents, ending                                                 $     296,996    $     499,766
                                                                                  =============    =============

The accompanying notes are an integral part of  these financial statements.
</TABLE>

<PAGE>

                   BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


The  unaudited  financial  statements  presented  herein  have been  prepared in
accordance  with the  instructions  to Form 10-Q and do not  include  all of the
information  and note  disclosures  required by  generally  accepted  accounting
principles.  These  statements  should be read in conjunction with the financial
statements  and notes  thereto  included  with the Fund's Form Form 10-K for the
year ended  March 31,  1999.  In the  opinion  of  management,  these  financial
statements  include  all  adjustments,   consisting  only  of  normal  recurring
adjustments,  necessary  to present  fairly the Fund's  financial  position  and
results  of  operations.  The  results of  operations  for the period may not be
indicative of the results to be expected for the year.

The Managing  General Partner has elected to report results of the Local Limited
Partnerships  on a 90 day lag  basis,  because  the Local  Limited  Partnerships
report  their  results on a calendar  year  basis.  Accordingly,  the  financial
information  of  the  Local  Limited   Partnerships  that  is  included  in  the
accompanying financial statements is as of June 30, 1999 and 1998.

1.   Investments in Local Limited Partnerships

The Fund has acquired interests in nineteen Local Limited Partnerships which own
and operate  multi-family  housing  complexes.  The Fund,  as  Investor  Limited
Partner,  pursuant to the various  Local  Limited  Partnership  Agreements,  has
acquired a 99%  interest,  with the exception of  Springwood,  which is a 19.80%
interest, in the profits,  losses, tax credits and cash flows from operations of
each of the Local  Limited  Partnerships.  Upon  dissolution,  proceeds  will be
distributed according to each respective partnership agreement.

The  following is a summary of  Investments  in Local  Limited  Partnerships  at
September 30, 1999:
<TABLE>
<CAPTION>


Capital Contributions paid to Local Limited Partnerships and purchase
<S>                                                                                                <C>
   price paid to withdrawing partners of Local Limited Partnerships                                $  39,334,152

Cumulative equity in losses of Local Limited Partnerships (excluding cumulative
   unrecognized losses of $908,149)                                                                  (15,514,685)

Cash distributions received from Local Limited Partnerships                                             (707,661)
                                                                                                   -------------

Investments in Local Limited Partnerships before adjustments                                          23,111,806

Excess of investment costs over the underlying net assets acquired:

   Acquisition fees and expenses                                                                       1,252,338

   Accumulated amortization of acquisition fees and expenses                                            (171,555)
                                                                                                   -------------

Investments in Local Limited Partnerships                                                          $  24,192,589
                                                                                                   =============
</TABLE>

The Fund's share of the net losses of the Local Limited Partnerships for the six
months ended  September  30, 1999 totaled  $1,315,213.  For the six months ended
September  30, 1999,  the Fund has not  recognized  $244,367 of equity in losses
relating to one Local  Limited  Partnership  where  cumulative  equity in losses
exceeded its total investment in the Local Limited Partnership.




<PAGE>
                    BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS (continued)
                                   (Unaudited)


2.    Commitments

At  September  30,  1999,   the  Fund  has  committed  to  make  future  capital
contributions  and pay future purchase price  installments on its investments in
Local  Limited  Partnerships.  These  future  payments are  contingent  upon the
achievement  of  certain  criteria  set forth in the Local  Limited  Partnership
Agreements and total approximately $613,000. In addition, the Fund has set aside
$217,000 for future capital contributions to one Local Limited Partnership.

<PAGE>


                      BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

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


Certain matters  discussed herein constitute  forward-looking  statements within
the meaning of the Private  Securities  Litigation  Reform Act of 1995. The Fund
intends  such  forward-looking  statements  to be  covered  by the  safe  harbor
provisions  for  forward-looking  statements and is including this statement for
purposes of  complying  with these safe  harbor  provisions.  Although  the Fund
believes the forward-looking statements are based on reasonable assumptions, the
Fund can give no assurance  that their  expectations  will be  attained.  Actual
results  and  timing of  certain  events  could  differ  materially  from  those
projected in or contemplated by the  forward-looking  statements due to a number
of factors,  including,  without  limitation,  general  economic and real estate
conditions,  interest rates and unanticipated  delays or expenses on the part of
the Fund and its suppliers in achieving year 2000 compliance.

Liquidity and Capital Resources

At  September  30,  1999,  the Fund had cash and cash  equivalents  of $296,996,
compared with $114,347 at March 31, 1999. The increase is primarily attributable
to proceeds  from sales and  maturities  of  marketable  securities in excess of
purchases of marketable  securities.  This increase is partially  offset by cash
used for operating activities.

As of September 30, 1999,  approximately $2,366,000 of marketable securities has
been designated as Reserves by the Managing  General Partner.  The Reserves,  as
defined in the Partnership  Agreement,  were  established to be used for working
capital of the Fund and contingencies  related to the ownership of Local Limited
Partnership  interests.  Management  believes that the interest income earned on
Reserves,   along  with  cash   distributions   received   from  Local   Limited
Partnerships,  to the extent  available,  will be  sufficient to fund the Fund's
ongoing  operations.  Reserves  may be used to fund  operating  deficits  if the
Managing General Partner deems such funding appropriate.

At  September  30,  1999,   the  Fund  has  committed  to  make  future  capital
contributions  and pay future purchase price  installments on its investments in
Local  Limited  Partnerships.  These  future  payments are  contingent  upon the
achievement  of  certain  criteria  set forth in the Local  Limited  Partnership
Agreements and total approximately $613,000. In addition, the Fund has set aside
$217,000 for future capital contributions to one Local Limited Partnership.

Since the Fund invests as a limited partner, the Fund has no contractual duty to
provide  additional  funds to Local  Limited  Partnerships  beyond its specified
investment. Thus, as of September 30, 1999, the Fund had no contractual or other
obligation to any Local Limited  Partnership which had not been paid or provided
for, except as described above.

In the  event a Local  Limited  Partnership  encounters  operating  difficulties
requiring  additional  funds,  the Fund  might deem it in its best  interest  to
voluntarily provide such funds in order to protect its investment. No such event
has occurred to date.

Cash Distributions

No cash distributions were made during the six months ended September 30, 1999.

Results of Operations

The Fund's  results of operations  for the three and six months ended  September
30, 1999  resulted in a net loss of $616,148 and  $1,171,215,  respectively,  as
compared to a net loss of $854,591 and  $1,814,984 for the same periods in 1998.
The  decrease  in net loss is primary  attributable  to a decrease  in equity in
losses of Local Limited  Partnerships,  a decrease in general and administrative
expenses and an increase in other revenue. The decrease in net loss is partially
offset by a decrease in investment revenue.




<PAGE>
                      BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Property Discussions

The Fund is invested in nineteen Local Limited  Partnerships  which own nineteen
properties  located in twelve states and Puerto Rico. Fifteen of the properties,
consisting of 1,574 units,  were new  construction,  and four of the properties,
consisting of 564 units,  were  rehabilitated.  All  properties  have  completed
construction  or  rehabilitation  and  initial  lease-up.  Most of the 19  Local
Limited  Partnerships  have  stabilized   operations.   The  majority  of  these
stabilized  properties  is operating at  break-even  or is  generating  positive
operating cash flow.

As  previously  reported,  Grand  Boulevard  Renaissance,  located  in  Chicago,
Illinois,  has been experiencing operating difficulties and is unable to achieve
debt service  coverage.  These  difficulties  are mainly due to poor collections
from tenants. On April 1, 1998, a new management agent was brought in to monitor
property  operations and increase tenant  collections.  Occupancy as of June 30,
1999 declined to 89%. The Managing  General Partner will be working closely with
the Local General Partner and new management agent to monitor operations.

As previously reported, Los Claveles II, located in Trujillio Alto, Puerto Rico,
continues to experience  operating  difficulties  due to ongoing  capital repair
needs and  management  issues.  In 1996,  an affiliate  of the Managing  General
Partner  of the  Partnership  successfully  negotiated  with the  Local  General
Partners,  the lender and the local housing  authority to replace the management
agent for Los Claveles II as well as its neighboring  property,  Los Claveles I.
The new  management  agent assumed  responsibility  for the property in December
1996. In addition, the Managing General Partner was successful in completing the
negotiations with the lender,  resulting in a loan modification for Los Claveles
II and the approval for the Local General  Partners to step down voluntarily and
be replaced  by an  unaffiliated  general  partner  effective  upon close of the
transaction.  However,  efforts to close this  transaction  have been delayed by
regulatory issues, title defects and various other problems.  Subsequently,  the
proposed  replacement local general partner informed the lender and the Managing
General  Partner  that is will not close the  workout  agreement.  The  proposed
incoming  local  general  partner  cited  their  concern  that  the  risks  were
significantly  higher than  expected  due to the  continued  delays,  unresolved
transactional  issues and the  continued  crime and drug issues at the  property
which have resulted in higher vacancy losses.

Considering  this new  information,  the Managing General Partner and the lender
have resumed negotiations and are currently reviewing other possible replacement
local general partners and management agents. However, given the severity of the
operating deficits,  it is possible that the Fund will not be able to retain its
interest in the property. A foreclosure would result in recapture of credits for
investors,  the  allocation  of  taxable  income  to the Fund and loss of future
benefits associated with this property.

Oak  Ridge,  located  in  Macon,   Georgia,  had  been  experiencing   operating
difficulties  due to low  occupancy.  Occupancy  as of June  30,  1999  improved
slightly from the last quarter to 79%. In September,  a new on-site  manager was
hired to enhance tenant  screening and marketing  efforts.  The Managing General
Partner will be working  closely  with the  management  agent and Local  General
Partner to monitor property operations and marketing efforts.

Woods Lane, located in Rogers,  Arkansas, had been suffering from poor occupancy
due to local competition.  However,  occupancy as of June 30, 1999 improved 99%.
In September  1998,  a new  management  team was hired to step-up the  marketing
efforts,  review rent concessions,  install a resident referral plan and monitor
competing  rent levels.  In addition,  capital  improvements  have recently been
completed which include exterior  painting,  carpet  replacement and landscaping
and grounds  improvement.  The Managing General Partner will closely monitor the
new management agent and also review possible debt  restructuring.  The Managing
General Partner is currently funding operating deficits.



<PAGE>
                       BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)



Impact of Year 2000

The Managing  General  Partner's  plan to resolve year 2000 issues  involves the
following four phases: assessment,  remediation, testing and implementation.  To
date,  the Managing  General  Partner has fully  completed an  assessment of all
information  systems that may not be operative  subsequent to 1999 and has begun
the remediation,  testing and implementation phase on both hardware and software
systems.  Because the hardware  and software  systems of both the Fund and Local
Limited  Partnerships  are  generally  the  responsibility  of  obligated  third
parties,  the plan primarily  involves  ongoing  discussions  with and obtaining
written  assurances from these third parties that pertinent systems will be 2000
compliant. In addition,  neither the Fund nor the Local Limited Partnerships are
incurring  significant  additional  costs since such  expenses  are  principally
covered under service  contracts with vendors.  As of November 1999, the General
Partner is in the final  stages of its Year 2000  remediation  plan and believes
all major  systems  are  compliant;  any  systems  still  being  updated are not
considered significant to the Fund's operations. However, despite the likelihood
that all  significant  year 2000 issues are  expected to be resolved in a timely
manner,  the Managing  General Partner has no means of ensuring that all systems
of  outside  vendors  or other  entities  that  impact  operations  will be 2000
compliant.  The Managing  General Partner does not believe that the inability of
third  parties to address  their year 2000 issues in a timely manner will have a
material  impact on the Fund.  However,  the effect of  non-compliance  by third
parties is not readily determinable.

Management has also evaluated a worst case scenario  projection  with respect to
the year 2000 and  expects  any  resulting  disruption  of either  the  Managing
General Partner's activities or any Local Limited Partnership's operations to be
short-term  inconveniences.  Such  problems,  however,  are not  likely to fully
impede the ability to carry out necessary duties of the Fund. Moreover,  because
expected  problems under a worst case scenario are not extensively  detrimental,
and because the likelihood that all systems affecting the Fund will be compliant
before  2000,  the  Managing  General  Partner  has  determined  that  a  formal
contingency plan that responds to material system failures is not necessary.

Other Development

Lend Lease Real Estate Investments,  Inc., ("Lend Lease") the U.S. subsidiary of
Lend Lease Corporation and the leading U.S.  institutional  real estate advisor,
as ranked by assets under management,  announced on July 29, 1999 it had reached
a memorandum  of  understanding  to acquire The Boston  Financial  Group Limited
Partnership  ("Boston  Financial").  Lend Lease closed the acquisition of Boston
Financial on November 3, 1999.

Headquartered  in New York and  Atlanta,  Lend Lease  Corporation  has  regional
offices in 12 cities  nationwide.  The company ranks as the leading U.S. manager
of tax-exempt assets invested in real estate. Lend Lease is a subsidiary of Lend
Lease  Corporation,  an international  real estate and financial  services group
listed on the  Australian  Stock  Exchange.  Worldwide,  Lend Lease  Corporation
operates from more than 30 cities on five  continents:  North  America,  Europe,
Asia,  Australia and South America. In addition to real estate investments,  the
Lend  Lease  Group  operates  in the  areas  of  property  development,  project
management and construction,  and capital services  (infrastructure).  Financial
services  activities  include  funds  management,  life  insurance,  and  wealth
protection.


<PAGE>
                      BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)


PART II       OTHER INFORMATION

Items 1-5     Not applicable

Item 6        Exhibits and reports on Form 8-K

                (a)Exhibits - None

                (b)Reports  on Form 8-K - No  reports  on Form  8-K  were  filed
                   during the quarter ended September 30, 1999.



<PAGE>
                     BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                                    SIGNATURE


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.


DATED:  November 12, 1999            BOSTON FINANCIAL TAX CREDIT FUND VII,
                                     A LIMITED PARTNERSHIP


                                     By: Arch Street VII, Inc.,
                                     its Managing General Partner




                                     /s/Randolph G. Hawthorne
                                     Randolph G. Hawthorne
                                     Managing Director, Vice President and
                                     Chief Operating Officer



<PAGE>