<PAGE>



                                   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 SEPTEMBER 30, 1998

         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 000-23899

                                   BOLLE INC.
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        Delaware                                        13-3934135
------------------------                   ------------------------------------
(STATE OF INCORPORATION)                   (I.R.S. EMPLOYER IDENTIFICATION NO.)

Suite B-302
555 Theodore Fremd Avenue
Rye, New York                                              10580
---------------------------------------                  ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)                  (ZIP CODE)

Registrant's telephone number, including area code:  (914) 967-9475


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 REGISTRANT'S CLASSES
OF COMMON STOCK AS OF THE LATEST PRACTICABLE DATE.

Common Shares, par value $.01 - 6,893,194 Shares as of November 13, 1998
------------------------------------------------------------------------


                          Page 1 of 12. Exhibit Index
                              Appears at page 11.


<PAGE>




                         PART I. FINANCIAL INFORMATION

ITEM 1.  CONDENSED FINANCIAL STATEMENTS

                                   BOLLE INC.
                          CONSOLIDATED BALANCE SHEETS
                     (In thousands, except per share data)


<TABLE>
<CAPTION>

                                                                     September 30,       December 31,
                                                                          1998               1997
                                                                     -------------       ------------
                                                                      (Unaudited)
<S>                                                                    <C>              <C>

ASSETS
Current assets:
Cash and cash equivalents ..........................................   $   2,827          $   1,204
Trade receivables from related parties .............................                          1,120        
Trade receivables, net .............................................      12,603             11,332
Inventories ........................................................      15,904             11,734
Other current assets ...............................................       2,604              1,617
                                                                       ---------          ---------
    Total current assets ...........................................      33,938             27,007
                                                                                        
Property and equipment, net ........................................       4,919              4,687
Trademarks, net ....................................................      40,981             39,029
Goodwill and other intangibles, net ................................      28,753             23,447
Equity in and notes receivable from affiliated companies ...........       5,578        
Other assets .......................................................       6,204                527
                                                                       ---------          ---------
    Total assets ...................................................   $ 120,373          $  94,697
                                                                       =========          =========
                                                                                        
LIABILITIES AND STOCKHOLDERS' EQUITY 
Current liabilities:                               
Short term debt and current portion of long term debt ..............   $  13,219        
Accounts payable ...................................................       4,666          $   6,247
Indebtedness to related parties ....................................                         35,782        
Accrued compensation ...............................................         616              1,111
Other accrued expenses .............................................       6,976              4,803
                                                                       ---------          ---------
    Total current liabilities ......................................      25,477             47,943
Long-term debt .....................................................       6,677        
Zero coupon convertible subordinated notes .........................       7,000        
Deferred tax liability .............................................      14,690             14,000
Other ..............................................................       3,612              2,856
                                                                       ---------          ---------
    Total liabilities ..............................................      57,456             64,799
                                                                       ---------          ---------
                                                                                        
Minority interests .................................................          32        
Mandatorily redeemable preferred stock-redemption value $11,055; par                    
  value $0.01; 64 shares authorized, issued and outstanding ........      11,055             11,055
Mandatorily redeemable preferred stock-redemption value $9,625; par                     
  value $0.01; 10 shares authorized, issued and outstanding ........       9,937        
                                                                                        
Stockholders' equity:                                                                   
Common stock - par value $.01; 20,000 shares authorized; 6,893                          
shares issued and outstanding ......................................          69        
Additional paid-in capital .........................................      44,593             23,960
Cumulative translation adjustment ..................................       1,621               (462)
Accumulated deficit ................................................      (4,390)            (4,655)
                                                                       ---------          ---------
     Total stockholders' equity ....................................      41,893             18,843
                                                                       ---------          ---------
     Total  liabilities and stockholders' equity ...................   $ 120,373          $  94,697
                                                                       =========          =========
</TABLE>

                                       2

           See accompanying notes to condensed financial statements.

<PAGE>


                                   BOLLE INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                (In thousands, except share and per share data)
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                        Quarter ended                 Nine months ended
                                                        September 30,                  September 30,
                                                ----------------------------   ---------------------------
                                                    1998            1997           1998           1997
                                                ------------    ------------   ------------   ------------
<S>                                              <C>           <C>             <C>           <C>

REVENUES
Net sales ....................................   $    13,733    $    10,192    $    38,209    $    20,670

COSTS AND EXPENSES
Cost of sales ................................         6,283          4,813         17,501          9,750
Selling, general and administrative ..........         6,824          4,003         17,738          9,757
Depreciation and amortization ................           661            652          2,162            836
Interest expense .............................           301            447          1,096            516
Other income .................................          (352)          (217)        (1,271)          (803)
                                                 -----------    -----------    -----------    -----------
Total costs and expenses .....................        13,717          9,698         37,226         20,056
                                                 -----------    -----------    -----------    -----------

Income before taxes ..........................            16            494            983            614
Provision for income taxes ...................             6            158            373            196
Minority interests ...........................            22             17             32             17
                                                 -----------    -----------    -----------    -----------
Net income (loss) ............................           (12)           319            578            401
Preferred dividends ..........................           142                           313
                                                 ===========    ===========    ===========    ===========
Net income (loss) attributable to common stock   $      (154)   $       319    $       265    $       401
                                                 ===========    ===========    ===========    ===========

                                                 ===========    ===========    ===========    ===========
Comprehensive income .........................   $     1,735    $       370    $     1,556    $       451
                                                 ===========    ===========    ===========    ===========

WEIGHTED AVERAGE SHARES OUTSTANDING
Basic ........................................     6,891,620          1,793      5,038,013            664
Diluted ......................................     6,891,620          1,793      5,306,644            664

EARNINGS (LOSS) PER SHARE
Basic ........................................   $     (0.02)   $    177.91    $      0.05    $    603.92
Diluted ......................................   $     (0.02)   $    177.91    $      0.05    $    603.92

</TABLE>


                                       3

           See accompanying notes to condensed financial statements.


<PAGE>


                                                    BOLLE INC.
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                  (In thousands)
                                                    (Unaudited)

<TABLE>
<CAPTION>

                                                                       For the nine months ended September 30,
                                                                       ---------------------------------------
                                                                               1998             1997
                                                                               ----             ----
<S>                                                                         <C>               <C>

         Net cash provided by operating activities ....................      $ (1,000)         $   (441)
                                                                             --------          --------
                                                                                              
Cash flows from investing activities:                                                         
   Non compete agreement and intangible assets ........................          (431)              (75)
   Capital expenditures ...............................................        (1,064)             (415)
   Proceeds from sale of assets .......................................         5,620                35
   Cash paid for acquisitions, net of cash acquired ...................        (3,620)          (33,375)
                                                                             --------          --------
                                                                                              
         Net cash used (provided) by investing activities .............           505           (33,830)
                                                                             --------          --------
Cash flows from financing activities:                                                         
   Proceeds from (payment on) revolving credit line ...................         3,403            35,502
   Proceeds from (payment on) long term obligations and debt ..........        (6,692)        
   Proceeds from issuance of zero coupon convertible subordinated notes         7,000         
   Payments of short term obligations .................................        (1,818)              (13)
                                                                             --------          --------
                                                                                              
         Net cash provided (used) by financing activities .............         1,893            35,489
                                                                             --------          --------
                                                                                              
Effect of change in exchange rate on cash                                                     
                                                                                  225                (4)
                                                                             --------          --------
                                                                                              
Net increase (decrease) in cash .......................................         1,623             1,214
                                                                                              
Cash and cash equivalents at beginning of period ......................         1,204               311
                                                                             --------          --------
                                                                                              
Cash and cash equivalents at end of period ............................      $  2,827          $  1,525
                                                                             ========          ========
                                                                                         
</TABLE>                                                                  
                                                                          
                                                                          
SUPPLEMENTAL CASH FLOW INFORMATION:                                       
                                                                          
Non cash investing and financing activities:                              
                                                                       
Effective April 1998, the Company completed the acquisition of Bolle Australia
for an aggregate purchase price of $5.2 million, comprised of cash and common
stock. See Note 2.



                                       4

           See accompanying notes to condensed financial statements.

<PAGE>


                                   BOLLE INC.
                    NOTES TO CONDENSED FINANCIAL STATEMENTS


NOTE 1 - SPINOFF AND BASIS OF PRESENTATION

At December 31, 1997 Bolle Inc. (the "Company") was a subsidiary of Lumen
Technologies, Inc. (formerly known as BEC Group, Inc.) ("Lumen"). On March 11,
1998, Lumen distributed the stock of Bolle Inc. to Lumen's stockholders (the
"Spinoff") and the Company began trading on the NASDAQ National Market under
the symbol "BEYE" on March 12, 1998.

In connection with the Spinoff, pursuant to a Bill of Sale and Assignment
Agreement entered into between Lumen and the Company immediately prior to the
consummation of the Spinoff (the "Contribution Agreement"), (i) Lumen assigned
to the Company all of Lumen's assets other than assets related to the ORC
Business (as defined in the Contribution Agreement) and certain other specified
assets retained by Lumen, and (ii) the Company assumed all of Lumen's
liabilities prior to the Spinoff other than those related to the ORC Business.
Pursuant to the Contribution Agreement, approximately $17 million of the 
Company's indebtedness to related parties was contributed to the capital of the
Company and the remaining balance was refinanced via a bank credit facility.

In connection with the Spinoff, the Company assumed all obligations and
liabilities of Lumen to each of Maurice Bolle, Robert Bolle, Franck Bolle,
Patricia Bolle Passaquay, Brigitte Bolle and Christelle Roche (collectively,
the "Sellers," and each a "Seller") incurred by Lumen in connection with the
purchase of Bolle France, and Lumen was released from all such obligations or
liabilities. In addition, each Seller conveyed to the Company all shares of
Series A Preferred Stock of Lumen (the "Lumen Preferred Stock") held by such
Seller and the Company issued in exchange to each Seller, shares of its Series
B Preferred Stock (the "Bolle Series B Preferred Stock") in proportion to the
number of shares of Lumen Preferred Stock conveyed by such Seller to the
Company. No shares of Bolle Common Stock were issued to the holders of
outstanding shares of Bolle Series B Preferred Stock pursuant to the Spinoff.

Lumen canceled all warrants (the "Lumen Warrants") and the Company issued in
exchange to each holder of canceled Lumen Warrants warrants to purchase Bolle
Common Stock (the "Bolle Warrants") in proportion to the number of Lumen
Warrants held by such holder prior to the cancellation. No shares of Bolle
Common Stock were issued to holders of outstanding Bolle Warrants pursuant to
the Spinoff.

The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles, Regulation S-X and
the instructions for Form 10-Q and Regulation S-X. These statements contain all
adjustments, consisting of only normal recurring adjustments, other than those
related to the Spinoff and Contribution Agreement, which in the opinion of
management are necessary to fairly present the consolidated financial position
of the Company as of September 30, 1998 and its results of operations for the
three and nine month periods ended September 30, 1998 and 1997 and its cash
flows for the nine months ended September 30, 1998 and 1997. The results of
operations for the interim periods presented are not necessarily indicative of
the results to be expected for the full fiscal year. These condensed financial
statements should be read in conjunction with the financial statements and
notes thereto included in the Company's Annual Report on Form 10-K/A for the
year ended December 31, 1997.

Due to the acquisition of Bolle France on July 10, 1997, the results of
operations of Bolle France are included in the results of operations from the
date of acquisition.

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and
Hedging Activities, in July 1998. The Statement establishes accounting and
reporting standards for derivative instruments and hedging activities. It
requires that all derivatives be recognized as either assets or liabilities and
that these instruments be measured at fair value. This standard, which is
effective for fiscal quarters of fiscal years beginning after September 15,
1999, is not expected to have a material impact on the Company.


                                       5
<PAGE>


NOTE 2 - ACQUISITIONS

Effective April 1, 1998, the Company completed the acquisition of 75% of Bill
Bass Optical Pty Ltd., 100% of Bolle Asia Ltd., and the 49% of Bolle Sunglasses
Ltd., (collectively "Bolle Australia") not already owned by the Company for an
aggregate purchase price of $5.2 million, including 248,388 shares of Common
Stock issued upon execution of the Share Sale Agreement and $3.9 million in
cash. Pursuant to the terms of the Share Sale Agreement up to 191,312
additional shares may be issued no later than twelve months after the closing.

A summary of the preliminary allocation of the purchase price is as follows:

                (in thousands)
                Current assets                     $   4,363
                Property and equipment                   281
                Goodwill                               3,019
                Other assets                              22
                Current liabilities                   (2,530)
                Long term liabilities                      0
                                                   ---------
                                                   $   5,155
                                                   ---------

The Company determined that net book value approximated fair value for current
assets, property, plant and equipment, other assets and current liabilities.

The excess of purchase price over book value of $3.7 million was allocated to
goodwill which is being amortized over 40 years.


NOTE 3 - INDEBTEDNESS TO RELATED PARTIES

In connection with the Contribution Agreement between Lumen and the Company,
approximately $17 million of indebtedness to related parties incurred to
finance the acquisition of Bolle France was capitalized and the remaining debt
was refinanced with bank debt.


NOTE 4 - MANDATORILY REDEEMABLE CUMULATIVE PREFERRED STOCK

In connection with the Spinoff described in Note 1, the Company issued 10,000
shares of Bolle Series B Preferred Stock (the "Series B Stock"), with a
redemption value of $9.6 million. Shares of the Series B Stock are redeemable
on the third anniversary of their issuance, subject to the provisions of the
Company's senior indebtedness. The Series B Stock bears dividends at 7% through
December 31, 1998 and increases by 1% every six months thereafter through
January 1, 2000, at which time the dividend is 10% until redemption. Dividends
accumulate and bear interest at the applicable dividend rate. The Series B
Stock does not participate in any other dividends declared by the Company.


NOTE 5 - ZERO COUPON CONVERTIBLE SUBORDINATED NOTES

On May 29, 1998 the Company issued $7,000,000 in zero coupon convertible
subordinated notes (the "Convertible Notes") to Oz Master Fund, Ltd., under an
exemption from registration under the Securities and Exchange Act of 1934.
Pursuant to the terms of the Convertible Subordinated Note Purchase Agreement,
the Convertible Notes are convertible at any time at the option of the holders
and under certain circumstances of the Company into a maximum of 1,333,333
shares of Common Stock. Under certain circumstances, including if the Company
fails to convert or redeem Convertible Notes when due, the Company becomes
obligated to repay the principal amount up to a maximum of $7,000,000 in cash
and issue up to a maximum of 360,000 shares to the holder(s) of such
Convertible Notes.

                                       6
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS

GENERAL

Bolle Inc. is a vertically integrated designer, manufacturer and marketer of
Bolle(R) branded eyewear, including Bolle(R) premium sunglasses, goggles and
tactical and safety eyewear. The Company became a publicly listed corporation
upon the spinoff ("Spinoff") on March 11, 1998 by Lumen Technologies, Inc.
("Lumen") of the interest held by Lumen in the Company. In conjunction with the
Spinoff, the Company executed certain agreements with Lumen, including the
Contribution Agreement and the Indemnification Agreement (the "Agreements"),
which (i) transferred to the Company all of the business, assets and
liabilities of Lumen other than those relating to the conduct of Lumen's
retained operations, (ii) capitalized $17 million of the Company's indebtedness
to Lumen, and (iii) obligated the Company to assume and to pay when and as due
all liabilities and taxes in respect of the assets and liabilities conveyed to
it by Lumen, as well as in respect of certain assets and liabilities retained
by Lumen.


RESULTS OF OPERATIONS

QUARTER ENDED SEPTEMBER 30, 1998 COMPARED TO QUARTER ENDED SEPTEMBER 30, 1997

Net sales of $13.7 million for the quarter ended September 30, 1998 increased
from $10.2 million for the comparable period in 1997 as a result of the second
quarter 1998 acquisition of Bolle Australia and sales growth at both Bolle
America and Bolle France.

Gross profit of $7.5 million or 54% for the quarter ended September 30, 1998
increased from $5.4 million or 53% for the quarter ended September 30, 1997.
The slight increase in gross margin percentage reflects the additional
Australian distribution in the product mix of the Company.

Selling, general and administrative expenses for the quarters ended September
30, 1998 and 1997 were $6.8 million and $4.0 million, respectively. The
increase reflects the acquisition of Bolle Australia and increased marketing
and overhead expenditures associated with building the Company's worldwide
organization.

Interest expense of $0.3 million for the quarter ended September 30, 1998
compared to $0.4 million for the quarter ended September 30, 1997 reflects the 
reduced debt levels following the issuance of the Company's convertible
subordinated debt this year offset by increased debt levels due to the
acquisition of Bolle France.

For the quarter ended September 30, 1998, other income consists primarily of 
$0.3 million of income related to the Company's investment in Eyecare
Products plc. Other income for the comparable period in 1997 primarily includes
income related to the Company's investment in Eyecare Products of $95,000 and
foreign exchange gains of $182,000.

Income taxes represent 38% of pretax profit for the quarter ended September
30, 1998 compared to 32% against the pretax profit for the quarter ended
September 30, 1997. The increase in the effective tax rate reflects the
acquisition of Bolle France.

                                       7


<PAGE>


NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO NINE MONTHS ENDED 
SEPTEMBER 30, 1997

Net sales of $38.2 million for the nine months ended September 30, 1998
increased from $20.7 million for the comparable period in 1997 as a result of
the acquisition of Bolle France in July 1997 and the April 1998 acquisition of
Bolle Australia.

Gross profit of $20.7 million or 54% for the nine months ended September 30,
1998 increased from $10.9 million or 53% for the nine months ended 
September 30, 1997. The increase in gross margin percentage reflects higher 
gross margins associated with the change in the product mix of the Company's
integrated manufacturing and distribution operation from the acquisitions of
Bolle France and Bolle Australia.

Selling, general and administrative expenses for the nine months ended
September 30, 1998 and 1997 were $17.7 million and $9.8 million, respectively,
but did not change as a percentage of sales. The increase is due to the
acquisitions of Bolle France and Bolle Australia and increased marketing and
overhead expenditures associated with building the Company's worldwide
organization.

Interest expense of $1.1 million for the nine months ended September 30, 1998
versus $0.5 million for the same period last year reflects increased debt .

Other income consists primarily of income related to the Company's investment
in Eyecare Products of $1.0 million and foreign exchange transaction gains of
$0.2 million for the nine months ended September 30, 1998. Other income for the
comparable period in 1997 primarily includes income related to the Company's
investment in Eyecare Products of $0.5 million.

Income taxes represent 38% of pretax profit for the nine months ended September
30, 1998 compared to 32% against the pretax profit for the nine months ended
September 30, 1997. The increase in the effective tax rate reflects the
acquisition of Bolle France.


LIQUIDITY AND CAPITAL RESOURCES

Net cash used by operations of $0.4 million represents net income offset by
decreases in accrued expenses and increases in inventory. Depreciation and
amortization for the nine months ended September 30, 1998 was $2.2 million
compared to $0.8 million for nine months ended September 30, 1997, reflecting
the acquisitions of Bolle France and Bolle Australia in 1997 and 1998,
respectively. Cash paid for acquisitions, net of cash received, was $3.6
million. Proceeds from the sale of assets of $5.6 million consisted primarily
of the proceeds from the sale of the real property located in Dallas, Texas.
Such proceeds were used to repay the $3.5 mortgage on the property and to pay
down a portion of the outstanding balance of the Credit Agreement. The
operating and investing activities were financed through the Credit Agreement,
proceeds from issuance of $7 million zero coupon convertible subordinated notes
and proceeds from indebtedness to related parties through March 11, 1998.

On March 11, 1998 the Company executed a Credit Agreement with a banking
syndicate. Proceeds from the Credit Agreement were used to repay a portion of
indebtedness to related parties. The remaining indebtedness to related parties
was capitalized in connection with the execution of the Contribution Agreement.
There are currently no intercompany credit arrangements between Lumen and the
Company. Management believes that availability under the Credit Agreement,
along with cash provided from operations, will be sufficient to fund the
Company's cash, operating, investing and debt servicing requirements for the
foreseeable future. It is not expected that repatriation of foreign currency
cash flows, if any, will have a significant impact on liquidity.


                                       8

<PAGE>


OTHER MATTERS

The Company utilizes software and related technologies throughout its
businesses that may be affected by the Year 2000 problem, which is common to
most corporations. The Company is addressing the effect of the potential Year
2000 problem on all of its critical systems and with all of its critical
vendors and customers. Specifically, critical informations systems throughout
the Company and are Year 2000 compliant. No extra costs were incurred in
obtaining this compliance. Bolle France is in the process of implementing its
first integrated manufacturing software for which implementation is not yet
complete. The system being implemented in France is Year 2000 compliant, and
the Year 2000 issues will not affect the current processes in place. Through
discussions with vendors and customers, the Company has determined that no
critical business areas will be adversely affected by Year 2000 issues, but
continues to work with its vendors and customers to ensure a smooth transition.
Based on the above, no contingency plan is considered necessary and management
believes that any costs and risks related to Year 2000 compliance will not have
a material adverse impact on the liquidity or financial position of the
Company.

SEASONALITY AND CYCLICAL RESULTS

The Company's sunglass business is seasonal in nature, with the second quarter
typically having the highest sales due to the increased demand for sunglasses
during that period. The Company's ski goggle business is seasonal in nature
with the third quarter having the highest sales due to pre-season orders of
goggles for the ski season. This seasonality is partially offset by safety
eyewear sales worldwide and the inclusion of Bolle Australia in the
consolidated results.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Approximately $8.6 million and $23.8 million of the Company's revenues for the
quarter and nine months ended September 30, 1998, respectively, and $101
million of its total assets including trademarks, goodwill and other
intangibles totaling $69 million as of September 30, 1998 were denominated in
foreign currencies. Approximately $12 million of indebtedness at September 30,
1998 was denominated in French Francs bearing interest at variable rates based
upon the French Franc LIBOR rate. The Company may from time to time enter into
forward or option contracts to hedge the related foreign exchange risks. The
Company does not enter into market risk sensitive transactions for trading or
speculative purposes.


                           PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

(A)      EXHIBITS:

         The following exhibits are filed herewith or are incorporated by
reference.

         27       Financial Data Schedule (for electronic filing only).

(B)      No current reports in Form 8-K where filed during the quarter for
         which this Form 10-Q is filed.





                                       9



<PAGE>


                                  SIGNATURES

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                          BOLLE INC.


                                                   
Date:  November 16, 1998                   By:   /s/ Martin E. Franklin
                                                 ------------------------
                                                 Martin E. Franklin
                                                 Chairman



                                                   
Date:  November 16, 1998                   By:   /s/ Ian G.H. Ashken
                                                 ------------------------
                                                  Ian G.H. Ashken
                                                  Chief Financial Officer


























                                      10




<PAGE>


                                 EXHIBIT INDEX

The following Exhibits are filed herewith or incorporated by reference:

<TABLE>
<CAPTION>

      NUMBER                     EXHIBIT                                  PAGE NO.
      ------                     -------                                  --------
  <S>           <C>                                        <C>

        27      Financial Data Schedule (for electronic    Filed electronically herewith, at page 12.
                filing only).                               



</TABLE>































                                      11