FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                  For the quarterly period ended March 31, 2000

                                       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: 0-21610

                  SWIFT ENERGY OPERATING PARTNERS 1992-B, LTD.
             (Exact name of registrant as specified in its charter)

         Texas                                           76-6078395
(State or other jurisdiction                (I.R.S. Employer Identification No.)
    of organization)

                    16825 Northchase Drive, Suite 400
                              Houston, Texas 77060
                    (Address of principal executive offices)
                                   (Zip Code)

                                  (281)874-2700
              (Registrant's telephone number, including area code)

                                      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.

Yes  X      No
   ------     ------

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1992-B, LTD.

                                      INDEX
<TABLE>
<CAPTION>
<S>                                                                             <C>
PART I.    FINANCIAL INFORMATION                                                PAGE


      ITEM 1.    Financial Statements

            Statement of Net Assets in Process of Liquidation

                - March 31, 2000                                                  3

            Balance Sheet

                - December 31, 1999                                               4

            Statements of Operations

                - Three month periods ended March 31, 2000 and 1999               5

            Statements of Cash Flows

                - Three month periods ended March 31, 2000 and 1999               6

            Notes to Financial Statements                                         7

      ITEM 2.    Management's Discussion and Analysis of Financial

                     Condition and Results of Operations                         10

PART II.    OTHER INFORMATION                                                    12


SIGNATURES                                                                       13
</TABLE>

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1992-B, LTD.
                STATEMENT OF NET ASSETS IN PROCESS OF LIQUIDATION
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                 March 31,
                                                                                   2000
                                                                                -----------
ASSETS:
     <S>                                                                        <C>
     Cash and cash equivalents                                                  $   224,087
     Oil and gas sales receivable                                                   283,132
     Other                                                                           23,755
     Gas Imbalance Receivable                                                       304,270
     Oil and Gas Properties                                                       2,978,290
                                                                                -----------
          Total Assets                                                            3,813,534
                                                                                -----------

LIABILITIES:
     Accounts Payable                                                                35,990
     Gas Imbalance Payable                                                          369,518
                                                                                -----------
          Total Liabilities                                                         405,508
                                                                                -----------
      Net Assets in Process of Liquidation                                      $ 3,408,026
                                                                                ===========
</TABLE>



                 See accompanying notes to financial statements.

                                       3

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1992-B, LTD.
                                  BALANCE SHEET
<TABLE>
<CAPTION>
                                                                                December 31,
                                                                                   1999
                                                                                -----------
ASSETS:
<S>                                                                             <C>
Current Assets:
     Cash and cash equivalents                                                  $   256,465
     Oil and gas sales receivable                                                   254,515
     Other                                                                           22,220
                                                                                -----------
          Total Current Assets                                                      533,200
                                                                                -----------

Gas Imbalance Receivable                                                            298,328
                                                                                -----------

Oil and Gas Properties, using full cost
     accounting                                                                   9,088,132
Less-Accumulated depreciation, depletion
     and amortization                                                            (7,794,841)
                                                                                -----------
                                                                                  1,293,291
                                                                                -----------
                                                                                $ 2,124,819
                                                                                ===========

LIABILITIES AND PARTNERS' CAPITAL:

Current Liabilities:
     Accounts Payable                                                           $    48,553
                                                                                -----------

Deferred Revenues                                                                   363,587

Interest Holders' Capital (8,631,378 Interest Holders'
                                    SDI's; $1.00 per SDI)                         1,680,553
General Partners' Capital                                                            32,126
                                                                                -----------
          Total Partners' Capital                                                 1,712,679
                                                                                -----------
                                                                                $ 2,124,819
                                                                                ===========
</TABLE>


                 See accompanying notes to financial statements.

                                       4

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1992-B, LTD.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                           March 31,
                                                                   -------------------------
                                                                      2000           1999
                                                                   -----------     ---------
REVENUES:
     <S>                                                           <C>             <C>
     Oil and gas sales                                             $   219,123     $  14,776
     Interest income                                                     4,302         4,658
                                                                   -----------     ---------
                                                                       223,425       119,434
                                                                   -----------     ---------


COSTS AND EXPENSES:

     Lease operating                                                    70,462        59,354
     Production taxes                                                   12,435         6,886
     Depreciation, depletion
          and amortization                                              40,498        49,464
     General and administrative                                         44,729        46,184
                                                                   -----------     ---------
                                                                       168,124       161,888
                                                                   -----------     ---------
Income (Loss) Before Adoption
     Of Liquidation Basis Of Accounting                            $    55,301     $ (42,454)
                                                                   -----------     ---------
Effect Of Adoption Of Liquidation
     Basis Of Accounting                                             1,720,844            --
                                                                   -----------     ---------

Income (Loss)                                                      $ 1,776,145     $ (42,454)
                                                                   ===========     =========

Interest Holders' net income (loss)
     per SDI

     Income (Loss) Before Adoption
     of Liquidation Basis of Accounting                            $        --     $      --
                                                                   ===========     =========
     Effect of Adoption of Liquidation
     Basis of Accounting                                           $      0.17     $      --
                                                                   ===========     =========

     Income (Loss)                                                 $      0.17     $      --
                                                                   ===========     =========
</TABLE>


                 See accompanying notes to financial statements.

                                       5

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1992-B, LTD.
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                         March 31,
                                                                                ---------------------------
                                                                                    2000            1999
                                                                                ------------      ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
     <S>                                                                        <C>               <C>
     Income (loss)                                                              $  1,776,145      $ (42,454)
     Adjustments to reconcile income (loss) to
          net cash provided by operations:
          Effect of adoption of liquidation basis of accounting                   (1,720,844)            --
          Depreciation, depletion and amortization                                    40,498         49,464
          Change in gas imbalance receivable
               and deferred revenues                                                     (11)        (4,750)
          Change in assets and liabilities:
               (Increase) decrease in oil and gas sales receivable                   (28,617)        38,743
               (Increase) decrease in other current assets                            (1,535)       132,983
               Increase (decrease) in accounts payable                               (12,563)        18,852)
                                                                                ------------      ---------
          Net cash provided by (used in) operating activities                         53,073        155,134
                                                                                ------------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

     Additions to oil and gas properties                                              (4,653)        (9,837)
     Proceeds from sales of oil and gas properties                                        --             37
                                                                                ------------      ---------
          Net cash provided by (used in) investing activities                         (4,653)        (9,800)
                                                                                ------------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Cash Distributions to partners                                                  (80,798)       (63,083)
                                                                                ------------      ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 (32,378)        82,251
                                                                                ------------      ---------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                     256,465        211,622
                                                                                ------------      ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $    224,087      $ 293,873
                                                                                ============      =========
</TABLE>


                 See accompanying notes to financial statements.

                                      6

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1992-B, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

(1)  General Information -

                  The  interest   holders  of  the   Partnership   approved  the
        dissolution  of the  Partnership  on March 16,  2000.  As a result,  the
        Partnership  has changed its basis of  accounting,  effective  March 31,
        2000, from historical  cost basis to the  liquidation  basis.  Under the
        liquidation basis of accounting,  the Partnership's  assets at March 31,
        2000  are  reported  at  estimated  net   realizable   value,   and  the
        Partnership's liabilities are presented at estimated settlement amounts.
        The net  effect  of the  revaluation  of the  Partnership's  assets  and
        liabilities due to the adoption of the  liquidation  basis of accounting
        was an upward adjustment of $1,720,844.

                  Oil and gas  properties at March 31, 2000 reflect the Managing
        General  Partner's  estimate  of value,  in the  absence of third  party
        appraisals  or  evaluations,   based  on  future  net  revenues  of  the
        properties,  discounted  at 10%, as of March 31, 2000.  This estimate is
        based on its assessment of the impact of selling  existing  assets based
        on current  market  conditions  and estimated  disposal  costs.  The net
        proceeds from the sales of oil and gas properties may vary substantially
        due to changes in oil and gas prices,  subsequent  production  and other
        factors which may be applied by buyers.

                  For  all  other  assets  and  liabilities   presented  on  the
        liquidation  basis of accounting,  the Managing General Partner believes
        that  historical  cost   approximates  fair  market  value  due  to  the
        short-term nature of such assets and liabilities.

                  The accompanying  statements of operations and cash flows were
        prepared using the historical cost basis of accounting.

                  The financial statements included herein have been prepared by
        the  Partnership  and are  unaudited  except  for the  balance  sheet at
        December  31,  1999  which has been  taken  from the  audited  financial
        statements at that date. The financial  statements reflect  adjustments,
        all of which  were of a  normal  recurring  nature,  which  are,  in the
        opinion  of  the  managing   general   partner   necessary  for  a  fair
        presentation.  Certain  information  and footnote  disclosures  normally
        included in financial  statements  prepared in accordance with generally
        accepted  accounting  principles have been omitted pursuant to the rules
        and regulations of the Securities and Exchange Commission  ("SEC").  The
        Partnership  believes adequate disclosure is provided by the information
        presented.  The financial  statements should be read in conjunction with
        the audited  financial  statements  and the notes included in the latest
        Form 10-K.

(2)  Organization and Terms of Partnership Agreement -

                  Swift Energy Operating Partners 1992-B,  Ltd., a Texas limited
        partnership  ("the  Partnership"),  was formed on June 30, 1992, for the
        purpose of  purchasing  and operating  producing oil and gas  properties
        within the  continental  United States and Canada.  Swift Energy Company
        ("Swift"),   a  Texas  corporation,   and  VJM  Corporation  ("VJM"),  a
        California  corporation,  serve as Managing  General Partner and Special
        General  Partner  of the  Partnership,  respectively.  The sole  limited
        partner  of the  Partnership  is Swift  Depositary  Company,  which  has
        assigned all of its  beneficial  (but not of record) rights and interest
        as  limited  partner  to the  investors  in the  Partnership  ("Interest
        Holders"), in the form of Swift Depositary Interests ("SDIs").

                  The Managing  General  Partner has paid or will pay out of its
        own corporate funds (as a capital  contribution to the  Partnership) all
        selling commissions,  offering expenses,  printing, legal and accounting
        fees and other  formation costs incurred in connection with the offering
        of SDIs and the  formation  of the  Partnership,  for which the Managing
        General  Partner  will  receive  an  interest  in  continuing  costs and
        revenues of the Partnership. The 585 Interest Holders made total capital
        contributions of $8,631,378.

                                       7

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1992-B, LTD.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


                  Generally,  all continuing costs (including development costs,
        operating costs,  general and  administrative  reimbursements and direct
        expenses) and revenues are allocated 85 percent to the interest  holders
        and 15 percent to the general  partners.  After  partnership  payout, as
        defined in the Partnership Agreement, continuing costs and revenues will
        be shared 75  percent  by the  interest  holders,  and 25 percent by the
        general partners.

(3)  Significant Accounting Policies -

      Use of Estimates --

                  The  preparation  of financial  statements in conformity  with
        generally accepted  accounting  principles  requires  management to make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities  at the date of the  financial  statements  and the reported
        amounts of revenues and expenses  during the  reporting  period.  Actual
        results could differ from estimates.

      Oil and Gas Revenues --

                  Oil and gas revenues are reported using the entitlement method
        in which the Partnership  recognizes its interest in oil and natural gas
        production as revenue.

     Oil and Gas Properties --

                  The  Partnership  accounts  for its  ownership  in oil and gas
        properties using the  proportionate  consolidation  method,  whereby the
        Partnership's  share of assets,  liabilities,  revenues  and expenses is
        included in the appropriate classification in the financial statement.

                  For financial  reporting purposes the Partnership  follows the
        "full-cost"  method of accounting for oil and gas property costs.  Under
        this  method of  accounting,  all  productive  and  nonproductive  costs
        incurred in the  acquisition and development of oil and gas reserves are
        capitalized.  Such costs  include  lease  acquisitions,  geological  and
        geophysical  services,  drilling,  completion,   equipment  and  certain
        general and  administrative  costs directly  associated with acquisition
        and development activities.  General and administrative costs related to
        production and general overhead are expensed as incurred. No general and
        administrative  costs were  capitalized  during the three  months  ended
        March 31, 2000 and 1999.

                  Future  development,   site  restoration,   dismantlement  and
        abandonment   costs,   net  of  salvage  values,   are  estimated  on  a
        property-by-property  basis based on current economic conditions and are
        amortized  to  expense  as the  Partnership's  capitalized  oil  and gas
        property costs are amortized.

                  The  unamortized  cost of oil and gas properties is limited to
        the "ceiling  limitation"  (calculated  separately for the  Partnership,
        limited  partners and general  partners).  The "ceiling  limitation"  is
        calculated on a quarterly basis and represents the estimated  future net
        revenues from proved properties using current prices,  discounted at ten
        percent,  and the lower of cost or fair  value of  unproved  properties.
        Proceeds  from the sale or  disposition  of oil and gas  properties  are
        treated as a reduction  of oil and gas  property  costs with no gains or
        losses being recognized except in significant transactions.

                                       8

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1992-B, LTD.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

                  The  Partnership  computes  the  provision  for  depreciation,
        depletion   and   amortization   of  oil  and  gas   properties  on  the
        units-of-production   method.   Under  this  method,  the  provision  is
        calculated  by  multiplying  the total  unamortized  cost of oil and gas
        properties,    including   future    development,    site   restoration,
        dismantlement  and abandonment  costs, by an overall  amortization  rate
        that  is  determined  by  dividing  the  physical  units  of oil and gas
        produced  during the period by the total  estimated  units of proved oil
        and gas reserves at the beginning of the period.

                  The calculation of the "ceiling  limitation" and the provision
        for  depreciation,  depletion and  amortization is based on estimates of
        proved reserves. There are numerous uncertainties inherent in estimating
        quantities  of proved  reserves  and in  projecting  the future rates of
        production,  timing and plan of development. The accuracy of any reserve
        estimate  is a  function  of  the  quality  of  available  data  and  of
        engineering  and  geological  interpretation  and  judgment.  Results of
        drilling,  testing and production subsequent to the date of the estimate
        may justify revision of such estimate.  Accordingly,  reserve  estimates
        are  often  different  from  the  quantities  of oil  and gas  that  are
        ultimately recovered.

(4)  Related-Party Transactions -

                  Effective  June 30, 1992, the  Partnership  entered into a Net
        Profits and Overriding  Royalty Interest  Agreement ("NP/OR  Agreement")
        with Swift Energy Pension Partners 1992-B, Ltd. ("Pension Partnership"),
        an affiliated  partnership managed by Swift for the purpose of acquiring
        interests in producing  oil and gas  properties.  Under the terms of the
        NP/OR Agreement, the Partnership has conveyed to the Pension Partnership
        a nonoperating  interest in the aggregate net profits (i.e., oil and gas
        sales net of related  operating costs) of the properties  acquired equal
        to  the  Pension  Partnership's  proportionate  share  of  the  property
        acquisition costs.

(5)  Gas Imbalances -

                  The Partnership  recognizes its ownership  interest in natural
        gas  production as revenue.  Actual  production  quantities  sold may be
        different than the  Partnership's  ownership share in a given period. If
        the  Partnership's  sales exceed its ownership share of production,  the
        differences are recorded as deferred revenue. Gas balancing  receivables
        are  recorded  when the  Partnership's  ownership  share  of  production
        exceeds sales.

(6)  Vulnerability Due to Certain Concentrations -

                  The  Partnership's  revenues are primarily the result of sales
        of its oil and natural gas production.  Market prices of oil and natural
        gas may fluctuate and adversely affect operating results.

                  In the normal  course of  business,  the  Partnership  extends
        credit,  primarily in the form of monthly oil and gas sales receivables,
        to various  companies  in the oil and gas  industry  which  results in a
        concentration  of credit risk. This  concentration of credit risk may be
        affected by changes in economic or other  conditions and may accordingly
        impact the  Partnership's  overall  credit risk.  However,  the Managing
        General  Partner  believes  that  the  risk is  mitigated  by the  size,
        reputation, and nature of the companies to which the Partnership extends
        credit.  In  addition,   the  Partnership  generally  does  not  require
        collateral or other security to support customer receivables.

(7)  Fair Value of Financial Instruments -

                  The Partnership's  financial  instruments  consist of cash and
        cash equivalents and short-term  receivables and payables.  The carrying
        amounts  approximate  fair value due to the highly  liquid nature of the
        short-term instruments.

                                       9

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1992-B, LTD.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

GENERAL

      The  Partnership  was formed for the purpose of investing in producing oil
and gas properties  located within the continental  United States and Canada. In
order to  accomplish  this,  the  Partnership  goes  through  two  distinct  yet
overlapping phases with respect to its liquidity and result of operations.  When
the Partnership is formed, it commences its "acquisition"  phase, with all funds
placed in short-term  investments until required for such property acquisitions.
The interest  earned on these  pre-acquisition  investments  becomes the primary
cash flow source for initial Interest Holder  distributions.  As the Partnership
acquires  producing  properties,  net cash from operations becomes available for
distribution,  along with the investment  income.  After  partnership funds have
been expended on producing oil and gas properties,  the  Partnership  enters its
"operations" phase. During this phase, oil and gas sales generate  substantially
all revenues,  and distributions to Interest Holders reflect those revenues less
all associated  partnership  expenses.  The Partnership may also derive proceeds
from  the  sale of  acquired  oil  and gas  properties,  when  the  sale of such
properties is economically appropriate or preferable to continued operation.

LIQUIDATION

      During the first quarter of 2000, the Managing  General  Partner  informed
the interest holders of a proposal to sell all of the Partnership's interests in
oil and gas properties and dissolve and liquidate the  Partnership.  The special
meeting of limited partners was held on March 16, 2000.

      Of the total  SDIs held by the  interest  holders,  a  majority  voted for
adoption of the  proposal  for sales of  substantially  all of the assets of the
Partnership and the dissolution,  winding up and termination of the Partnership.
The  Partnership  adopted the  liquidation  basis of  accounting  for the period
subsequent to March 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES

      Oil and gas reserves are depleting  assets and therefore often  experience
significant  production  declines each year from the date of acquisition through
the end of the life of the  property.  The primary  source of  liquidity  to the
Partnership comes almost entirely from the income generated from the sale of oil
and gas produced from ownership interests in oil and gas properties. This source
of  liquidity  and  the  related  results  of  operations,   and  in  turn  cash
distributions,  will decline in future  periods as the oil and gas produced from
these properties also declines while  production and general and  administrative
costs remain relatively stable making it unlikely that the Partnership will hold
the properties  until they are fully depleted,  but will likely liquidate when a
substantial  majority of the reserves have been produced.  Cash distributions to
partners are determined quarterly, based upon net proceeds from sales of oil and
gas production after payment of lease operating  expense,  taxes and development
costs, less general and administrative expenses. In addition, future partnership
cash requirements are taken into account to determine necessary cash reserves.

      Net cash provided by operating activities totaled $53,073 and $155,134 for
the three months ended March 31, 2000 and 1999, respectively. Cash distributions
totaled  $80,798 and $63,083 for the three months ended March 31, 2000 and 1999,
respectively.

      The  Partnership  has  expended  all  of  the  partners'  net  commitments
available for property  acquisitions and development by acquiring  producing oil
and gas  properties.  The  partnership  invests  primarily  in proved  producing
properties  with nominal  levels of future costs of  development  for proven but
undeveloped reserves.  Significant purchases of additional reserves or extensive
drilling  activity  are not  anticipated.  The  Partnership  does not  allow for
additional  assessments  from the  partners to fund  capital  requirements.  The
Managing  General Partner  anticipates  that the Partnership  will have adequate
liquidity from income from  continuing  operations to satisfy any future capital
expenditure requirements. Funds generated from bank borrowings and proceeds from
the sale of oil and gas  properties  will be used to  supplement  this effort if
deemed necessary.

                                       10

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1992-B, LTD.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


      After sale of all its interests in oil and gas  properties  and settlement
of its liabilities,  the Partnership's assets will consist solely of cash, which
it will distribute to its partners in complete liquidation. The Partnership will
not  realize  gain or loss upon such  distribution  of cash to its  partners  in
liquidation.

RESULTS OF OPERATIONS

      Oil and gas sales increased $104,347 or 91 percent in the first quarter of
2000 when compared to the corresponding  quarter in 1999.  Increased oil and gas
prices had a significant impact on Partnership performance. Oil prices increased
161 percent or $16.05/BBL to an average of $26.05/BBL  and gas prices  increased
60 percent or  $0.97/MCF to an average of  $2.60/MCF  for the  quarter.  Current
quarter  production  volumes decreased 4 percent as oil production  increased 23
percent and gas  production  declined 8 percent when  compared to first  quarter
1999 production volumes.

      Corresponding  production costs per equivalent MCF increased 29 percent in
the  first  quarter  of 2000  compared  to the first  quarter  of 1999 and total
production costs increased 25 percent.

      Associated  depreciation  expense  decreased  18 percent or $8,966 in 2000
compared to first quarter 1999.

      During 2000,  partnership  revenues  and costs will be shared  between the
Interest Holders and general partners in an 85:15 ratio.

                                       11

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1992-B, LTD.
                           PART II - OTHER INFORMATION


ITEM 5.    OTHER INFORMATION



                                     -NONE-


                                       12

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

                                      SWIFT ENERGY OPERATING
                                      PARTNERS 1992-B, LTD.
                                      (Registrant)

                           By:        SWIFT ENERGY COMPANY
                                      Managing General Partner

Date:     May 8, 2000      By:        /s/ John R. Alden
          -----------                 ------------------------------------------
                                      John R. Alden
                                      Senior Vice President, Secretary
                                      and Principal Financial Officer

Date:     May 8, 2000      By:        /s/ Alton D. Heckaman, Jr.
          -----------                 ------------------------------------------
                                      Alton D. Heckaman, Jr.
                                      Vice President, Controller
                                      and Principal Accounting Officer


                                       13