<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q/A
                               AMENDMENT NUMBER 1

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

                 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 1999
                                                ----------------

                                       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 0-20842
                                                -------

                               TRO LEARNING, INC.
                               ------------------
             (Exact name of Registrant as specified in its charter)

Delaware                                                              36-3660532
--------                                                              ----------
(State or other jurisdiction                                    (I.R.S. Employer
of incorporation or organization)                            Identification No.)

1721 Moon Lake Boulevard, Suite 555, Hoffman Estates, IL                   60194
--------------------------------------------------------                   -----
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code:               (847) 781-7800
                                                                  --------------

                                 Not Applicable
                                 --------------
              (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
                                       ----    ----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common stock, $.01 par value                                    6,415,340 shares
----------------------------                                    ----------------
Class                                            Outstanding as of March 1, 1999

                        (This document contains 12 pages)


                                       1
<PAGE>   2


                       TRO LEARNING, INC. AND SUBSIDIARIES
                                   FORM 10-Q/A


                              REASON FOR AMENDMENT

The Registrant hereby amends Part I. Item 1. of its Quarterly Report on Form
10-Q for the quarterly period ended January 31, 1999. The Registrant has
restated its consolidated financial statements for the quarters ended January
31, 1999, April 30, 1999, and July 31, 1999 to (i) account for the beneficial
conversion feature associated with the Series C Convertible Redeemable Preferred
Stock ("Series C Preferred") issued in January 1999, (ii) remove the accretion
to the stated value of the Series C Preferred previously charged to accumulated
deficit given that the mandatory redemption rights are contingent rights, and
(iii) present the outstanding common stock obtained upon conversion, which is
also subject to the mandatory redemption features of the Series C Preferred,
outside of stockholders' equity. See Notes 4 and 8 of Notes to Consolidated
Financial Statements.


                                      INDEX

<TABLE>
<CAPTION>

                                                                                                              Page
                                                                                                             Number
                                                                                                             ------
<S>               <C>                                                                                        <C>
PART I.  FINANCIAL INFORMATION

Item 1.           Consolidated Financial Statements (Unaudited):

                  Consolidated Statements of Income for the
                  Three Months Ended January 31, 1999 and 1998.................................................3

                  Consolidated Balance Sheets as of
                  January 31, 1999 (Restated) and October 31, 1998.............................................4

                  Consolidated Statements of Cash Flows for the
                  Three Months Ended January 31, 1999 and 1998.................................................5

                  Notes to Consolidated Financial Statements (Restated)........................................6

SIGNATURES....................................................................................................12

</TABLE>

                                       2

<PAGE>   3



                          PART I. FINANCIAL INFORMATION

                       TRO LEARNING, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>


                                                                                   THREE MONTHS ENDED
                                                                                       JANUARY 31,
                                                                         ----------------------------------------
                                                                               1999                  1998
                                                                         ------------------    ------------------

<S>                                                                          <C>                   <C>
Revenues by product line:
     PLATO(R)Education.............................................          $    5,661           $     6,043
     Aviation Training.............................................                 ---                 1,160
                                                                         ------------------    ------------------
         Total revenues............................................               5,661                 7,203
Cost of revenues  .................................................                 961                 1,590
                                                                         ------------------    ------------------
         Gross profit..............................................               4,700                 5,613
                                                                         ------------------    ------------------
Operating expenses:
     Selling, general and administrative...........................               5,546                 5,942
     Product development and customer support......................               1,336                 2,022
                                                                         ------------------    ------------------
         Total operating expenses..................................               6,882                 7,964
                                                                         ------------------    ------------------
              Operating loss.......................................              (2,182)               (2,351)
Interest expense  .................................................                 615                   464
Interest income and other expense, net.............................                  49                    86
                                                                         ------------------    ------------------
Loss before income taxes...........................................              (2,846)               (2,901)
Credit for income taxes............................................                 ---                   ---
                                                                         ------------------    ------------------
         Net loss .................................................         $    (2,846)          $    (2,901)
                                                                         ==================    ==================

Earnings per share:
     Basic and diluted.............................................         $     (0.44)          $     (0.45)
                                                                         ==================    ==================

Weighted average common shares outstanding:
     Basic and diluted.............................................               6,415                 6,400
                                                                         ==================    ==================
</TABLE>

                 See Notes to Consolidated Financial Statements

                                       3

<PAGE>   4



                       TRO LEARNING, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
           (UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


<TABLE>
<CAPTION>


                                                                                JANUARY 31,      OCTOBER 31,
                                                                                   1999              1998
                                                                               ------------      ------------
                                                                                (RESTATED)
<S>                                                                             <C>              <C>
                                     ASSETS

Current assets:
     Cash and cash equivalents..........................................         $     399        $     466
     Accounts receivable, less allowances of $ 979 and
          $920, respectively............................................            13,205           16,427
     Inventories........................................................               656              648
     Prepaid expenses and other current assets..........................               901            1,121
                                                                               --------------   ---------------
         Total current assets...........................................            15,161           18,662
Equipment and leasehold improvements, less accumulated
     depreciation of $3,355 and $3,204, respectively....................             1,194            1,073
Product development costs, less accumulated amortization of
     $5,305 and $4,768, respectively....................................             6,553            6,380
Other assets............................................................             1,056            1,292
                                                                               --------------   ---------------
                                                                                 $  23,964        $  27,407
                                                                               ==============   ===============

            LIABILITIES AND STOCKHOLDERS' EQUITY
     Current liabilities:
     Accounts payable...................................................         $   1,583        $   2,895
     Accrued employee salaries and benefits.............................             1,642            2,647
     Accrued liabilities................................................             1,595            2,130
     Revolving loan.....................................................             7,438            9,321
     Deferred revenue...................................................             2,721            3,290
                                                                               --------------   ---------------
         Total current liabilities......................................            14,979           20,283
Long-term debt..........................................................             3,050            3,050
Deferred revenue, less current portion..................................               470              405
                                                                               --------------   ---------------
         Total liabilities..............................................            18,499           23,738
                                                                               --------------   ---------------

Convertible redeemable preferred stock, net of unamortized discounts
     and issuance costs; $10,000 stated value per share; 540 shares
     authorized, issued and outstanding; involuntary liquidation value
     of $6,210 at January 31, 1999 (restated)...........................             3,358              ---

Stockholders' equity:
     Common stock, $.01 par value, 25,000,000 shares authorized;
         6,535,000 shares issued and 6,415,000 shares outstanding.......                64               64
     Paid-in capital (restated).........................................            24,196           22,956
     Treasury stock at cost, 120,000 shares.............................            (1,176)          (1,176)
     Accumulated deficit................................................           (20,438)         (17,592)
     Accumulated other comprehensive income.............................              (539)            (583)
                                                                               --------------   ---------------
         Total stockholders' equity.....................................             2,107            3,669
                                                                               --------------   ---------------
                                                                                 $  23,964        $  27,407
                                                                               ==============   ===============
</TABLE>

            See Notes to Consolidated Financial Statements

                                       4

<PAGE>   5



                       TRO LEARNING, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (UNAUDITED, IN THOUSANDS)


<TABLE>
<CAPTION>


                                                                                            THREE MONTHS ENDED
                                                                                                JANUARY 31,
                                                                                     ----------------------------------
                                                                                          1999                1998
                                                                                     ---------------   ----------------
<S>                                                                                    <C>               <C>
Cash flows from operating activities:
     Net loss................................................................          $   (2,846)       $   (2,901)
                                                                                     ---------------   ----------------
     Adjustments to reconcile net loss to net cash used in operating activities:
         Depreciation and amortization.......................................                 681               661
         Provision for doubtful accounts.....................................                 312                75
         Loss on disposal of fixed assets....................................                   2               ---
         Changes in assets and liabilities:
              Decrease in accounts receivable................................               2,911             1,361
              Increase in inventories........................................                  (8)              (50)
              Decrease in prepaid expenses and other current and
                  noncurrent assets..........................................                 456               169
              Increase (decrease) in accounts payable........................              (1,312)            1,478
              Decrease in accrued liabilities and accrued employee salaries
                  and benefits...............................................              (1,540)           (1,170)
              Decrease in deferred revenue...................................                (504)              (15)
                                                                                     ---------------   ----------------
                  Total adjustments..........................................                 998             2,509
                                                                                     ---------------   ----------------
                      Net cash used in operating activities..................              (1,848)             (392)
                                                                                     ---------------   ----------------
Cash flows from investing activities:
     Capital expenditures....................................................                (277)             (123)
     Capitalization of product development costs.............................                (709)             (742)
                                                                                     ---------------   ----------------
         Net cash used in investing activities...............................                (986)             (865)
                                                                                     ---------------   ----------------
Cash flows from financing activities:
     Net proceeds from short-term borrowings.................................                 558               641
     Book overdraft..........................................................                 ---               211
     Repayment of long-term debt.............................................              (2,441)             (100)
     Net proceeds from issuance of convertible preferred stock...............               4,578               ---
     Net proceeds from issuance of common stock..............................                  20                38
                                                                                     ---------------   ----------------
         Net cash provided by financing activities...........................               2,715               790
                                                                                     ---------------   ----------------

Effect of foreign currency on cash...........................................                  52               (70)
                                                                                     ---------------   ----------------
Net decrease in cash and cash equivalents....................................                 (67)             (537)
Cash and cash equivalents at beginning of period.............................                 466               537
                                                                                     ---------------   ----------------
Cash and cash equivalents at end of period...................................          $      399        $      ---
                                                                                     ===============   ================
Cash paid for interest expense...............................................          $      447        $      674
                                                                                     ===============   ================
</TABLE>

                 See Notes to Consolidated Financial Statements

                                       5
<PAGE>   6


                       TRO LEARNING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Nature of Business:

TRO Learning, Inc. and its subsidiaries (the "Company") develop and market
microcomputer-based, interactive, self-paced instructional systems. The
Company's PLATO Learning Systems are marketed primarily to educational
institutions and private industry.

Basis of Presentation:

The accompanying unaudited consolidated financial statements have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Accordingly, these
financial statements should be read in conjunction with the consolidated
financial statements and the notes thereto included in the Company's Form 10-K
for the fiscal year ended October 31, 1998.

The financial information furnished reflects, in the opinion of the Company, all
adjustments of a normal, recurring nature necessary for a fair statement of the
results for the interim periods presented. Because of cyclical and other
factors, the results for the interim periods presented are not necessarily
indicative of the results to be expected for the full fiscal year.

Revenue Recognition:

Revenue from the sale of education and training courseware licenses, computer
hardware, and related support services, is recognized when courseware, hardware,
and related services are delivered. Post contract support is recognized ratably
over the contract period. Deferred revenue represents the portion of billings
made or payments received in advance of services being performed or products
being delivered.

Product Development, Enhancement, and Maintenance Costs:

The Company develops education and training products, referred to hereafter as
courseware products. Costs incurred in the development of the Company's current
generation courseware products and related enhancements and routine maintenance
thereof are expensed as incurred. All costs incurred by the Company in
establishing the technological feasibility of new courseware products to be
sold, leased, or otherwise marketed are expensed as incurred. Once technological
feasibility has been established, costs incurred in the development of new
generation courseware products are capitalized.


                                       6

<PAGE>   7


                       TRO LEARNING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
         CONTINUED:

Product Development, Enhancement, and Maintenance Costs, Continued

Amortization is provided over the estimated useful life of the new courseware
products, generally three years, using the straight-line method. Amortization
begins when the product is available for general release to customers.
Unamortized capitalized costs determined to be in excess of the net realizable
value of the product are expensed at the date of such determination.

Earnings Per Share:

Basic earnings per share is calculated based only upon the weighted average
number of common shares outstanding during the period. Diluted earnings per
share is calculated based upon the weighted average number of common and, where
dilutive, potential common shares outstanding during the period. Potential
common shares include options, warrants and convertible securities.

Comprehensive Income:

As of November 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, Reporting Comprehensive Income ("SFAS 130"), as required.
SFAS 130 establishes new rules for the reporting of comprehensive income and its
components. Foreign currency translation adjustments, which prior to adoption
were reported separately in stockholders' equity, are required to be included in
other comprehensive income in the consolidated financial statements. The
adoption of SFAS 130 does not impact the Company's net income (loss) or total
stockholders' equity.

Reclassifications:

Certain prior year amounts have been reclassified in the consolidated financial
statements to conform to the current year presentation.


                                       7

<PAGE>   8


                       TRO LEARNING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.    ACCOUNTS RECEIVABLE:

Accounts receivable include net installment receivables of $7,734,000 and
$10,496,000 at January 31, 1999 and October 31, 1998, respectively. Installment
receivables billable after one year were $348,000 and $575,000 at January 31,
1999 and October 31, 1998, respectively, and are included in other assets on the
consolidated balance sheets.

3.       DEBT:

Revolving Loan:

At January 31, 1999, the Company's revolving loan agreement, as amended,
provided for a maximum $18 million line of credit through February 28, 1999. The
agreement also provided for additional line of credit borrowings up to a maximum
$4,500,000 from time to time during certain periods of the remaining term of the
agreement. Substantially all of the Company's assets were pledged as collateral
under the agreement. Borrowings under the line were limited by the available
borrowing base, as defined, consisting primarily of certain accounts receivable
and inventory, and interest was at the prime rate plus 1.5% to 2%, as defined.
At January 31, 1999, borrowings of $7,438,000 were outstanding at an interest
rate of 9.5%.

In addition, the revolving loan agreement provided for a $3 million term loan at
an interest rate of 15%. The remaining term loan balance was repaid during the
first quarter of 1999.

New Revolving Loan Agreement:

On February 26, 1999, the Company entered into a new revolving loan agreement,
with a new lender, that provides for a maximum $15 million line of credit
through February 26, 2002. Substantially all of the Company's assets are pledged
as collateral under the agreement. Borrowings are limited by the available
borrowing base, as defined, consisting of certain accounts receivable and
inventory, and bear interest at the prime rate plus 1% or the London Interbank
Offered Rate (LIBOR) plus 3%, as determined by the Company pursuant to the
agreement. A commitment fee is payable quarterly based on the unused portion of
the line of credit. The agreement contains restrictive financial covenants
(including Minimum Net Worth, Minimum Earnings Before Interest Taxes
Depreciation and Amortization (EBITDA), and Minimum Interest Coverage) and
restrictions on borrowings, asset sales and dividends, as defined.

Upon entering the new agreement, the Company terminated its previous revolving
loan agreement. All outstanding borrowings and accrued interest were repaid with
funds advanced under the new line of credit.


                                       8
<PAGE>   9


                       TRO LEARNING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3.       DEBT, CONTINUED:

Long-term Debt:

At January 31, 1999, the Company's long-term debt consisted of $3,050,000 of 10%
subordinated convertible debentures with interest payable semiannually. At the
option of the holder, the debentures are convertible into the Company's common
stock at $9.60 per share. The Company may redeem the debentures at 101% of
principal, plus interest, subject to certain terms and conditions. The
debentures have a scheduled maturity in 2004 and are subject to mandatory
redemption at 25% of principal annually beginning in 2001.

4.       CONVERTIBLE REDEEMABLE PREFERRED STOCK (RESTATED):

On January 13, 1999, the Company issued 540 shares of its Series C Convertible
Redeemable Preferred Stock (the "Series C Preferred") and warrants to purchase
125,000 shares of the Company's common stock at $9.51 per share for an aggregate
purchase price of $5 million. The Company received proceeds of $5,000,000 and
paid offering costs of $422,000, resulting in net proceeds of $4,578,000 for the
Series C Preferred and warrants. The warrants were assigned a value of $394,000
resulting in an increase to paid in capital and a reduction to the carrying
value of the Series C Preferred.

Each share of the Series C Preferred has a par value of $0.01 and a stated value
of $10,000. The Series C Preferred ranks senior to the Company's common stock,
has no voting rights, and is not entitled to any dividends.

The Series C Preferred, as amended, is convertible after 90 days into shares of
the Company's common stock, at the option of the holder, and may be converted up
to ten years from the issue date. Conversion is mandatory for all such
securities still outstanding on January 13, 2009. The number of common shares to
be issued is determined by dividing the stated value of the Series C Preferred
being converted by the conversion price.

The conversion price of the Series C Preferred is equal to the lower of (a)
$9.51 per share or (b) the applicable percentage of the average of the three
lowest closing prices of the Company's common stock during the 30 trading days
immediately prior to the date of conversion. The applicable percentage decreases
over time from 90% (after 90 days) to 82% (after 631 days from issuance). The
minimum conversion price is $4.69 per share, subject to adjustment based on the
Company's financial performance. If fiscal year 1999 pretax income does not meet
established thresholds, the minimum conversion price will be adjusted to as low
as $3.17 per share. Certain conversion restrictions exist in the event such
conversion would result in (a) the holders' beneficial ownership being more than
4.99% of the Company's outstanding common stock or (b) the issuance of more than
20% of the Company's outstanding common stock.

                                       9

<PAGE>   10

                       TRO LEARNING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.       CONVERTIBLE REDEEMABLE PREFERRED STOCK (RESTATED), CONTINUED:

The conversion terms of the Series C Preferred include a beneficial conversion
feature at the issue date. The most beneficial conversion price was determined
to be 82% of the average of the three lowest closing prices of the Company's
common stock during the 30 trading days prior to the issue date. As of the issue
date, the Company allocated approximately $826,000 to the beneficial conversion
feature resulting in an increase to paid in capital and a reduction to the
carrying value of the Series C Preferred. The beneficial conversion feature is
being recognized as a deemed dividend to the preferred stockholders over the 631
day period from the issue date to the date of the most beneficial conversion
percentage using the greater of the effective interest method or the amount the
holder can realize at each reporting date.

The Company may redeem the Series C Preferred in cash at any time, provided the
average closing price of the Company's common stock during the defined period
prior to such redemption is greater than $15.85 per share. The redemption price
is equal to the applicable percentage of the average closing price of the
Company's common stock during the defined period prior to redemption. The
applicable percentage is adjusted over time from 125% to 156%.

The Series C Preferred, and shares of the Company's common stock obtained
through conversions of the Series C Preferred and currently held by the holder,
are subject to redemption in cash, at the option of the holder, upon certain
events, as defined, including a change in control of the Company and a trading
suspension of the Company's common stock on NASDAQ or another market. The
redemption price is equal to the greater of (a) 115% of the stated value or (b)
the number of common shares that would be received upon conversion at such time
multiplied by the closing price of the Company's common stock prior to
redemption, as defined. As these events are outside of the Company's control and
redemption would be in cash, the Series C Preferred, and shares of the Company's
common stock obtained through conversions of the Series C Preferred and
currently held by the holder, are presented between total liabilities and
stockholders' equity on the consolidated balance sheets, as required by the
Securities and Exchange Commission. As of January 31, 1999, there had been no
conversions of the Series C Preferred given the 90 day holding period
requirement.

The initial fair value of the Series C Preferred was $3,358,000 at the issue
date (proceeds of $5,000,000 reduced by offering costs of $422,000, warrant
valuation of $394,000, and the beneficial conversion feature of $826,000) and is
presented outside of stockholders' equity given its mandatory redemption terms.
The carrying value of the Series C Preferred will be increased for amortization
of the beneficial conversion feature as discussed above. There was no
amortization for the three months ended January 31, 1999.

5.       INCOME TAXES:

No tax benefit has been recorded at January 31, 1999 for the first quarter loss,
as the Company is unable to demonstrate that, more likely than not, it will be
able to realize its deferred tax asset.

                                       10


<PAGE>   11



                       TRO LEARNING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.       COMPREHENSIVE INCOME (LOSS):

Total comprehensive loss was as follows (in thousands):

<TABLE>
<CAPTION>


                                                                        THREE MONTHS ENDED
                                                                 ---------------------------------
                                                                   JANUARY 31,      JANUARY 31,
                                                                      1999             1998
                                                                 ---------------- ----------------

<S>                                                                <C>              <C>
          Net loss..........................................       $    (2,846)     $    (2,901)
          Foreign currency translation adjustments..........                44              (87)
                                                                 ---------------- ----------------
                 Total comprehensive loss...................       $    (2,802)     $    (2,988)
                                                                 ================ ================
</TABLE>

Accumulated other comprehensive income is included as a separate component of
stockholders' equity on the consolidated balance sheets.

7.       EARNINGS PER SHARE:

Since the Company incurred a net loss for all periods presented, potential
common shares are antidilutive and excluded from the calculation of diluted
earnings per share.

8.       QUARTERLY RESTATEMENTS:

The Company has restated its consolidated financial statements for the quarters
ended January 31,1999, April 30, 1999, and July 31, 1999 to (i) account for the
beneficial conversion feature associated with the Series C Preferred (see Note
4), (ii) remove the accretion to the stated value of the Series C Preferred
previously charged to accumulated deficit given that the mandatory redemption
rights are contingent rights, and (iii) present the outstanding common stock
obtained upon conversion, which is also subject to the mandatory redemption
features of the Series C Preferred, outside of stockholders' equity.

The effect of the restatements on the consolidated balance sheet at January 31,
1999 was as follows (in thousands):


<TABLE>
<CAPTION>




                                                                    CONVERTIBLE
                                                                    REDEEMABLE
                                                                      PREFERRED    PAID IN
                                                                        STOCK      CAPITAL
                                                                     ----------    -------

     <S>                                                            <C>           <C>
     Balance, previously reported ........................             $ 4,184    $23,370
     Adjustment-beneficial conversion feature ...........                 (826)       826
                                                                       -------    -------
     Balance, restated ..................................              $ 3,358    $24,196
                                                                       =======    =======

</TABLE>


                                       11

<PAGE>   12




                                   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 on March 9, 2000.


                                       TRO LEARNING, INC.


                                By     /s/William R. Roach
                                       --------------------------------
                                       Chairman of the Board and
                                       Chief Executive Officer
                                       (principal executive officer)



                                       /s/John Murray
                                       --------------------------------
                                       President, Chief Operating Officer and
                                       Acting Chief Financial Officer
                                       (principal financial officer)



                                       /s/Mary Jo Murphy
                                       --------------------------------
                                       Vice President, Corporate Controller and
                                       Chief Accounting Officer
                                       (principal accounting officer)






                                       12