UNITED STATES
SECURITIES AND EXCHANGE COMMISSION



FORM 10-K/A
Amendment No. 1

(Mark One)

|X | Annual report pursuant to Section 13 or 15(d) of the
      Securities Exchange Act of 
      1934 for the fiscal year ended December 31, 2001
|- | ---------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                              
|  | Transition report pursuant to Section 13 or 15(d) of the
      Securities Exchange Act of 
      1934                                        

Commission File Number: 0-28316



|Delaware(State or other jurisdiction of
      incorporation or organization)            |  | 72-1252405(I.R.S. Employer
      Identification No.)
|--------------------------------------------------------------------------------------- |  | ----------------------------------------------------
|                                                                                        |  |                                                     
|250 North American Court
      Houma, Louisiana(Address of principal executive offices) |  | 70363(Zip Code)                                     

Registrant's telephone number, including area code: (985)
851-3833

Securities registered pursuant to Section 12(b) of the Act:NoneSecurities registered pursuant to Section 12(g) of the Act:Common Stock, $0.01 par value per share
Preferred Stock Purchase Rights



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 t o file such reports), and (2) has been subject
to such filing requirements for the past 90 days.  Yes  X   
No __

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  X

The aggregate market value of the voting of stock held by
non-affiliates of the registrant as of February 28, 2002 was approximately
$196,273,000 million.

The number of shares of the registrant's common stock,
$0.01 par value per share, outstanding as of February 28, 2002 was 36,254,335.

DOCUMENTS INCORPORATED BY REFERENCE

None.

We are filing this Amendment No. 1 on Form 10-K/A to our
Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (the "Report") to amend and supplement the following items of Part III of
its Report to read in their entirety as follows:

PART III

Item 10.    Directors and Executive Officers of the Registrant

The following table sets forth, as of April 30, 2002, certain
information about the nominees for re-election to the Board and our other
directors:

|Nominees           | Age | Principal Occupation,
      Business Experience andDirectorships                                                                                                                                                                         | DirectorSince | Nominated
      For TermExpiring
|------------------ | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- | --------------------------------
|                   |     |                                                                                                                                                                                                                                          |               |                                 
|Thomas E. Fairley  | 54  | President and Chief Executive Officer of the Company.
      Director: Gulf Island Fabrication, Inc. (fabricator of offshore production
      platforms).                                                                                 | 1993          | 2005                            
|                   |     |                                                                                                                                                                                                                                          |               |                                 
|Benjamin F. Bailar | 68  | Dean Emeritus of the Jones Graduate School of
      Administration at Rice University. Director: Dana Corporation
      (manufacturer of auto parts) and Smith International, Inc. (energy
      services product and service provider). | 1994          | 2005                            
|                   |     |                                                                                                                                                                                                                                          |               |                                 



|Other Directors          | Age | Principal Occupation,
      Business Experience andDirectorships                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | DirectorSince | TermExpiring
|------------------------ | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- | ------------
|                         |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |               |             
|H. K. Acord              | 68  | Oil and gas consultant. From 1993 to 1996, Mr. Acord
      served as Executive Vice President, Exploration and Production Division,
      of Mobil Oil Corporation ("Mobil"). From 1989 to 1993, he served
      as a Vice President of International Producing Operations for Mobil.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 1997          | 2004        
|                         |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |               |             
|Edward C. Hutcheson, Jr. | 56  | Private investor and consultant. Since February 2000,
      Mr. Hutcheson has been involved in private investment activities and has
      provided consulting services to private companies seeking capital.
      Previously, Mr. Hutcheson was a principal of PGG Capital, the merchant
      banking subsidiary of Pinnacle Global Group, Inc. (financial services
      company). In addition, Mr. Hutcheson was a principal of HWG Capital, a
      subsidiary of Harris, Webb & Garrison (investment banking firm). From
      November 1994 to March 1997, he served as CEO or Chairman of the Board of
      Crown Castle International Corp. (owner and manager of wireless
      communications towers). From March 1992 to December 1993, Mr. Hutcheson
      served as President and Chief Operating Officer of Baroid Corporation (an
      energy services and equipment provider). Director: Titanium Metals
      Corporation (titanium sponge and mill product producer), Pinnacle
      Management & Trust Co. and Crown Castle. | 1994          | 2004        
|                         |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |               |             
|James C. Comis III       | 37  | Managing Director of Inverness Management LLC. Mr.
      Comis has also served as Managing Director of Inverness/Phoenix LLC since
      1994. Through Inverness and its affiliates, Mr. Comis has been engaged in
      sponsoring and investing in private equity transactions since 1990.
      Director: National-Oilwell, Inc. (manufacturer and distributor of oilfield
      equipment) and Southwestern Life Holdings, Inc. (insurance holding
      company).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 1999          | 2004        
|                         |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |               |             
|Ronald O. Palmer         | 55  | Chairman of the Board of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 1993          | 2003        
|                         |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |               |             
|Robert N. Sheehy, Jr.    | 41  | Mr. Sheehy was appointed by the Board to fill the
      vacancy created by the resignation of Joel V. Staff as a director in 2002.
      Mr. Sheehy is a managing Director of Inverness management LLC. Through
      Inverness Management LLC and its affiliates, Mr. Sheehy has been engaged
      in sponsoring and investing in private equity transactions since 1996.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 2002          | 2003        



Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires
our directors, executive officers and 10% stockholders to file with the SEC
reports of ownership and changes in ownership of equity securities of the
Company. During 2001, all such reports were timely filed.

Item 11.    Executive Compensation.

Annual Compensation

The following table sets forth all cash compensation and
options granted for the three years ended December 31, 2001 to our Chief
Executive Officer and each of our four other most highly compensated executive
officers (collectively, the "Named Executive Officers").



|                                                                                 | Annual Compensation        | Long-Term
      Compensation
      Awards |                               
|-------------------------------------------------------------------------------- | -------------------------- | ----------------------------------------- | ------------------------------
|Name and Principal Position                                                      | Year                       | Salary                                    | Bonus                         
|                                                                                 |                            |                                           |                               
|Thomas E. Fairley
            President and Chief 
            Executive Officer | 2001
      2000
      1999 | $288,750
      210,000
      210,000      | ---
      $60,000
      ---   
|Ronald O. Palmer      Chairman of the Board                                      | 2001
      2000
      1999 | $288,750
      210,000
      210,000      | ---
      $60,000
      ---   
|Victor M. Perez      Vice President, Chief Financial Officer and Treasurer       | 2001
      2000
      1999 | $171,875
      150,000
      150,000      | ---
      $35,000
      ---   
|Charles M. Hardy
            Vice President -
            Domestic Operations    | 2001
         2000(2)      | $150,000
      63,068                     | $20,000
      ---             
|Kenneth W. Bourgeois
            Vice President and 
            Controller      | 2001
      2000
      1999 | $105,000
      105,000
      105,000      | $17,000
      14,000
      ---



---

|(1) | Perquisites and other personal benefits paid to each
    Named Executive Officer in any of the years presented 
 did not exceed the
    lesser of $50,000 or 10% of such Named Executive Officer's salary and
    bonus for that 
 year.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mr. Hardy became an officer of the company in July
    2000.                                                                                                                                                                            

2001 Stock Option Grants

The Company did not grant any stock options or stock
appreciation rights to the Named Executive Officers
 in 2001.

AGGREGATE OPTION EXERCISES DURING 2001 AND OPTION VALUES AT
YEAR END

|Name                 | Shares
      Acquired onExercise (#) | ValueRealized | Number of Securities
      Underlying Unexercised
      Options at Year End (#)
      Exercisable/Unexercisable | Value of Unexercised
      In-the-Money Options at
      Year End(1)Exercisable/Unexercisable
|-------------------- | ------------------------------------ | ------------- | --------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------
|Thomas E. Fairley    | ---                                  | ---           | 438,540/27,000                                                                                                  | $2,389,126/18,300                                                                            
|Ronald O. Palmer     | ---                                  | ---           | 383,551/26,875                                                                                                  | 2,025,345/17,919                                                                             
|Victor M. Perez      | ---                                  | ---           | 220,265/20,125                                                                                                  | 999,813/12,581                                                                               
|Charles M. Hardy     | ---                                  | ---           | 1,250/3,750                                                                                                     | ---/---                                                                                      
|Kenneth W. Bourgeois | ---                                  | ---           | 67,000/9,000                                                                                                    | 80,570/9,150                                                                                 

---

|(1) | Based on the difference between the closing sale price
  of common stock of $7.55 on December 31, 2001, as 
 reported by the Nasdaq
  National Market, and the exercise price of such options.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Change of Control Agreements

We have entered into agreements with certain of our executive
officers which, among other things, provide for certain payments and benefits to
the executive if his or her employment is terminated. If the officer's
employment is terminated for any reason other than cause, defined as (i) a
conviction or a plea of nolo contendere to a felony, (ii) gross
negligence in the performance of the officer's duties, continuing after the
officer's receipt of notice of such gross negligence from the Company, (iii) a
material violation of the terms of the employment agreement or (iv) gross
misconduct on the officer's part that is injurious to us, he will receive one
year's salary, any cash bonus still payable from the year preceding the
officer's termination and any non-cash benefits that he received prior to
termination. The officer will receive the same severance package in the event of
a change of control of the company that is not initiated by someone who is or
has been an employee of the company. In the case of a change in control
initiated by a present or past employee, the officer has the option either to
receive the severance package or continue in his position with us.

Compensation Committee Interlocks and Insider Participation

None of our executive officers served in 2001 as a director
or member of the compensation committee of another entity one of whose executive
officers served as one of our directors or on our Compensation Committee.

Compensation of Directors

Each non-employee director receives an annual fee of $12,500,
plus $500 for each Board or committee meeting attended. All directors are
reimbursed for reasonable out-of-pocket expenses incurred in attending Board and
committee meetings.

Under our Amended and Restated 1996 Incentive Compensation
Plan, each non-employee director receives options to purchase 2,000 shares of
common stock of the Company on the day following each annual meeting of
stockholders while such plan remains in effect. Each non-employee director who
joins the Board also receives options to purchase 10,000 shares of common stock
on the date he joins the Board. The options become exercisable immediately and
expire ten years from the date of grant. The exercise price of the options is
the closing sales price of our common stock on the date of grant on the Nasdaq
National Market.

Item 12.     Security Ownership of Certain Beneficial Owners and Management

Stock Ownership of Directors and Executive Officers

The following table sets forth, as of April 15, 2002, certain
information regarding beneficial ownership of common stock of (i) each director
and nominee, (ii) each of the Named Executive Officers, and (iii) all directors
and Named Executive Officers as a group, all as determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934. Unless otherwise
indicated, the securities are held with sole voting and investment power.



|Name of Beneficial Owner                                           | Number ofShares(1) | Percentof Class
|------------------------------------------------------------------ | ------------------ | ---------------
|                                                                   |                    |                
|Thomas E. Fairley                                                  | 481,826            |                
|Ronald O. Palmer                                                   | 463,451            | (2)            
|James C. Comis III                                                 | 7,661,000          | (3)            
|H. K. Acord                                                        | 35,000             |                
|Benjamin F. Bailar                                                 | 44,000             | (4)            
|Edward C. Hutcheson, Jr.                                           | 31,000             |                
|Robert N. Sheehy, Jr.                                              | 10,000             |                
|Victor M. Perez                                                    | 220,265            |                
|Kenneth W. Bourgeois                                               | 67,000             |                
|Charles M. Hardy                                                   | 3,250              |                
|All directors and executive
      officers as a group (13 persons) | 9,122,792          | (5)            

---

|*   | Less than one percent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(1) | Includes the following number of shares subject to
    options that are exercisable by June 15, 2002: Mr. Fairley, 438,540; Mr.
    Palmer, 383,551; Mr. Comis, 16,000; Mr. Acord, 20,000; Mr. Bailar 10,000;
    Mr. Hutcheson, 10,000; Mr. Sheehy, 10,000, Mr. Perez, 220,265; Mr.
    Bourgeois, 67,000; Mr. Hardy, 1,250.                                                                                                                                                                                                                                                     
|(2) | Includes 2,000 shares beneficially owned by trusts of
    which Mr. Palmer's children are beneficiaries and of which Mr. Palmer is a
    co-trustee.                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(3) | Includes 7,645,000 shares beneficially owned by
    Inverness/Phoenix Partners LP (the "Fund") and Executive Capital
    Partners I LP (the "Executive Fund"), which are the controlling
    members of Inverness/Trico Investors LLC (the "Trico Fund," and
    collectively with the Fund and the Executive Fund, the "Funds").
    The general partner of the Funds is Inverness/Phoenix Capital LLC ("I/P
    Capital"), of which Mr. Comis is an indirect controlling member. Mr.
    Comis disclaims beneficial ownership of all shares beneficially owned by the
    Funds.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(4) | Includes 34,000 shares beneficially owned by a trust
    of which Mr. Bailar is the sole trustee and beneficiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(5) | Includes 1,282,606 shares subject to options that are
    exercisable by June 15, 2002 held by executive officers and directors of the
    Company.                                                                                                                                                                                                                                                                                                                                                                                                                               

___________________

Stock Ownership of Certain Beneficial Owners

The following table indicates the beneficial ownership, as of
April 15, 2002, of our common stock by each person known by us to own more than
5% of the outstanding shares of our common stock as determined in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934. Unless otherwise
indicated, the shares are held with sole voting and investment power.

|Name of Beneficial Owner                    | Number ofShares | Percentof Class
|------------------------------------------- | --------------- | ---------------
|                                            |                 |                
|Inverness/Phoenix Partners LP(1)            | 7,517,460       | (2)            
|Executive Capital Partners I LP(1)          | 3,950,040       | (2)            
|Inverness/Trico Investors LLC(1)            | 3,822,500       | (2)            
|Franklin Resources, Inc.(3)                 | 3,141,200       |                
|Massachusetts Financial Services Company(4) | 2,651,805       |                
|Loomis, Sayles & Co., L.P.(5)               | 2,300,500       |                
|Mellon Financial Corporation(6)             | 2,396,362       |                
|Dimensional Fund Advisors Inc.(7)           | 2,107,400       |                

---

|(1) | I/P Capital is deemed to beneficially own the shares
    held by the Funds. I/P Capital disclaims beneficial ownership of all shares
    beneficially owned by the Funds. The address of the Funds is 600 Steamboat
    Road, Greenwich, Connecticut 06830.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(2) | Includes 3,822,500 shares held by the Trico Fund. The
    Fund and the Executive Fund each disclaim beneficial ownership of all shares
    beneficially owned by the Trico Fund.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(3) | Based on a Schedule 13G/A, dated February 14, 2002,
    filed with the Securities and Exchange Commission. The Schedule 13G was
    filed on behalf of Franklin Resources, Inc., the parent holding company;
    Charles B. Johnson, the principal stockholder of the parent holding company;
    Rupert H. Johnson, the principal stockholder of the parent holding company;
    and Franklin Advisers, Inc., investment adviser, all of which disclaim
    beneficial ownership of the shares, which securities are reported to be
    beneficially owned by one or more open or closed-end investment companies or
    other managed accounts which are advised by direct and indirect investment
    advisory subsidiaries of Franklin Resources, Inc. The address of Franklin
    Resources, Inc. is 777 Mariners Island Boulevard, San Mateo, California
    94404.                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(4) | Based on a Schedule 13G/A, dated February 12, 2002,
    filed with the Securities and Exchange Commission. In its Schedule 13G,
    Massachusetts Financial Services Company ("MFS") reported
    beneficial ownership of a total of 2,651,805 shares. With respect to
    2,502,560 shares, MFS reported sole voting power, and with respect to
    2,651,805 shares, MFS reported sole dispositive power. The address of MFS is
    500 Boylston Street, Boston, Massachusetts 02116.                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(5) | Based on a Schedule 13G/A, dated February 12, 2002,
    filed with the Securities and Exchange Commission. In its Schedule 13G,
    Loomis, Sayles & Co., L.P. ("Loomis") reported beneficial
    ownership of a total of 2,692,857 shares. With respect to 2,328,072 shares,
    Loomis reported sole voting power, and with respect to 2,692,857 shares,
    Loomis reported sole dispositive power. The address of Loomis is One
    Financial Center, Boston, Massachusetts 02111.                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(6) | Based on a Schedule 13G/A, dated January 24, 2002,
    filed with the Securities and Exchange Commission. In its Schedule 13G,
    Mellon Financial Corporation ("Mellon") reported beneficial
    ownership of a total of 4,445,410 shares. With respect to 3,169,500 shares,
    Mellon reported sole voting power, with respect to 470,600 shares, Mellon
    reported shared voting power, with respect to 3,803,100 shares, Mellon
    reported sole dispositive power. The Boston Company, Inc., a subsidiary of
    Mellon ("TBC"), reported beneficial ownership of a total of
    2,823,300 shares. With respect to 2,189,700 shares, TBC reported sole voting
    power, with respect to 470,600 shares, TBC reported shared voting power, and
    with respect to 2,823,300 shares, TBC reported sole dispositive power. The
    address of Mellon is One Mellon Center, Pittsburgh, Pennsylvania 15258.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(7) | Based on a Schedule 13G/A, dated February 12, 2002,
    filed with the Securities and Exchange Commission. In its Schedule 13G,
    Dimensional Fund Advisors ("Dimensional") reported sole voting and
    dispositive power with respect to 2,300,500 shares as a result of acting as
    investment manager to four investment companies registered under the
    Investment Company Act of 1940 and certain other commingled group trusts and
    accounts. Dimensional disclaims beneficial ownership of all such securities.
    The address of Dimensional is 1299 Ocean Avenue, 11th Floor, Santa Monica,
    CA 90401.                                                                                                                                                                                                                                                                                     



Item 13. Certain Relationships and Related Transactions

In April 1999, in connection with the private sale of shares
of our common stock to the Funds, we entered into a stockholders' agreement
granting certain rights to such investors. The stockholders' agreement will
terminate on May 6, 2009. Under the stockholders' agreement, the Funds are
entitled to designate two persons to stand for election as directors so long as
the Funds own, in the aggregate, at least 4,000,000 shares of our common stock.
If the Funds own, in the aggregate, less than 4,000,000 of our shares but at
least 500,000 shares, they are entitled to propose one nominee. In addition, the
stockholders agreement provides that the Funds are entitled to require us to
file a registration statement under the Securities Act to sell not less than 20%
of the common stock they own. We are only required to make one such stand-alone
registration during any 12-month period, and no more than three such
registrations during the term of the agreement. The Funds also may require us to
file a shelf registration statement covering shares of our common stock held by
them having a value of at least $3 million. We are only required to make one
registration pursuant to a shelf registration statement during any 12-month
period, but there is otherwise no limit on the number of shelf registration
requests that the Funds can make. Under the stockholders' agreement, the Funds
also have the right to include their shares of our common stock in any other
registration statement we file involving our common stock. If the Funds sell or
otherwise dispose of more than 90% of the securities they purchased from us,
they no longer have the right to require us to register any of the shares of our
common stock they hold.





SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on our behalf by
the undersigned, thereunto duly authorized.

|                     | TRICO MARINE SERVICES, INC.                          
|-------------------- | -----------------------------------------------------
|                     |                                                      
|                     |                                                      
|                     |                                                      
|                     | By:  /s/ Victor M. Perez                             
|                     | Victor M. Perez
President and Chief Executive Officer
|                     |                                                      
|Date: April 30, 2002 |