SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM 10-Q

(Mark One)
/x/      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934.

For the quarterly period ended     April 4, 1998
                              --------------------------------------------------

                                       OR

/ /      TRANSITIONAL  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934.

For the transition period from _____________________ to _____________________

                                     Commission file number        333-39813
                                                            --------------------

                                 B&G FOODS, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                        13-3916496
--------------------------------------------------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

     426 Eagle Rock Avenue, Roseland, NJ                  07068
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)               (Zip Code)

Registrant's Telephone Number, Including Area Code       (973) 228-2500
                                                  ------------------------------

--------------------------------------------------------------------------------
              Former Name, Former Address and Former Fiscal Year,
                         if Changes Since Last Report.


         Indicate  by check  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.

         As of May 18, 1998,  there was one (1) share of common stock, par value
$.01, issued and outstanding, which was owned by an affiliate of the registrant.

         The registrant  meets the  conditions set forth in General  Instruction
H(1)(a)  and (b) of Form  10-Q and is  therefore  filing  this  form in  reduced
disclosure format.

<PAGE>

                                      INDEX
                                      -----



Part I.    Financial Information                                        Page No.

Item 1.    Financial Statements......................................       2

           Consolidated Balance Sheets as of April 4, 1998 and
           January 3, 1998...........................................       2

           Consolidated Statements of Operations for the Thirteen
           Weeks Ended April 4, 1998 and March 29, 1997..............       3

           Consolidated Statements of Cash Flows for the Thirteen
           Weeks Ended April 4, 1998 and March 29, 1997..............       4

           Notes to Consolidated Financial Statements................       5

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations.......................       9

Item 3.    Quantitative and Qualitative Disclosure About Market
           Risk......................................................      11

Part II    Other Information

Item 1.    Legal Proceedings.........................................      11

Item 2.    Change in Securities......................................      11

Item 3.    Defaults Upon Senior Securities...........................      11

Item 4.    Submission of Matters to a Vote of Security Holders.......      11

Item 5.    Other Information.........................................      11

Item 6.    Exhibits and Reports on Form 8-K..........................      12

           (a)  Exhibits.............................................      12

           (b)  Reports on Form 8-K..................................      12

Signature       .....................................................      13

Exhibit Index   .....................................................      14


<PAGE>


Item 1.  Financial Statements
                        B&G Foods, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                  (dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                         Assets                                  April 4, 1998        January 3, 1998
                                                                 -------------        ---------------
                                                                  (Unaudited)
<S>                                                               <C>                    <C>
Current assets:

     Cash and cash equivalents                                    $       340            $       691
     Trade accounts receivable, net                                    10,797                 13,074
     Inventories                                                       28,505                 31,467
     Prepaid expenses and other current assets                          1,804                  1,792
     Deferred income taxes                                              2,819                  2,819
                                                                  -----------            -----------
      Total current assets                                             44,265                 49,843

Property, plant and equipment, net                                     23,175                 23,619
Intangible assets, net                                                100,086                100,831
Other assets                                                            5,731                  5,742
                                                                  -----------            -----------
                                                                  $   173,257            $   180,035
                                                                  ===========            ===========


        Liabilities and Stockholder's Equity Current liabilities:

Current Liabilities:

     Current installments of long-term debt                       $       293            $       293
     Trade accounts payable                                            12,444                 15,752
     Accrued expenses                                                   8,661                 11,990
     Due to related parties                                               147                    197
                                                                  -----------            -----------
      Total current liabilities                                        21,545                 28,232

Long-term debt                                                        121,276                121,083
Deferred income taxes                                                  11,813                 12,033
Other liabilities                                                          --                     59
                                                                  -----------            -----------
      Total liabilities                                               154,634                161,407

Stockholder's equity:
Common stock, $.01 par value per share.  Authorized
  1,000 shares; issued and outstanding 1 share in 1998
  and 1997                                                                 --                     --
Additional paid-in-capital                                             20,231                 20,000
Accumulated deficit                                                    (1,608)                (1,372)
                                                                  -----------            -----------
            Total stockholder's equity                                 18,623                 18,628
                                                                  -----------            -----------
                                                                  $   173,257            $   180,035
                                                                  ===========            ===========
</TABLE>


                                        2
<PAGE>


                        B&G Foods, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                             (dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             Thirteen Weeks Ended
                                                                 April 4, 1998                 March 29, 1997
                                                                 -------------                 --------------
<S>                                                                <C>                          <C>        
Net sales                                                          $   38,398                   $    30,363
Cost of goods sold                                                     23,473                        21,702
                                                                       ------                        ------
     Gross profit                                                      14,925                         8,661

Sales, marketing and distribution expenses                             10,740                         6,584
General and administrative expenses                                     1,357                           859
Management fees - related parties                                          62                            62
                                                                       ------                        ------
     Operating income                                                   2,766                         1,156

Other expense:
     Interest expense - related parties                                    15                            18
     Interest expense                                                   3,220                         1,516
                                                                       ------                        ------

     Loss before income tax benefit                                      (469)                         (378)

Income tax benefit                                                       (233)                          (74)
                                                                       ------                        ------

     Net loss                                                      $     (236)                  $      (304)
                                                                   ==========                   =========== 
</TABLE>


                                        3
<PAGE>


                        B&G Foods, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                             (dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             Thirteen Weeks Ended
                                                                 April 4, 1998                 March 29, 1997
                                                                 -------------                 --------------
<S>                                                                <C>                           <C>       
Cash flows from operating activities
     Net loss                                                      $    (236)                    $    (304)
     Adjustments to reconcile net loss to net cash
     (used in) provided by operating activities:
         Depreciation and amortization                                 1,651                         1,200
         Deferred income taxes                                          (220)                          --
         Amortization of deferred debt issuance costs                    147                           239
         Changes in assets and liabilities, net of
          effects of businesses acquired:
           Trade accounts receivable                                   2,277                          (342)
           Inventories                                                 2,962                         3,198
           Prepaid expenses and other current assets                     (12)                         (198)
           Other assets                                                   (9)                          (27)
           Trade accounts payable                                     (3,308)                       (2,605)
           Accrued expenses                                           (3,338)                          763
           Due to related parties                                        (50)                           --
           Other liabilities                                               -                          (494)
                                                                        ----                         -----                    
           Net cash (used in) provided by operating                     (136)                        1,430
           activities                                                   ----                         -----

Cash flows from investing activities:
     Paid for Acquired Companies                                          --                        (4,009)
     Capital expenditures                                               (570)                       (1,170)
     Proceeds from sales of property, plant and
      equipment                                                          346                             -
                                                                        ----                         ----- 
            Net cash used in investing activities                       (224)                       (5,179)
                                                                        ----                         ----- 
Cash flows from financing activities:
     Payments of long-term debt                                          (95)                          (70)
     Proceeds from issuance of long-term debt                              -                          3624
     Proceeds from issuance of equity                                    231                           500
     Deferred debt issuance costs                                       (127)                           --
                                                                        ----                         ----- 
            Net cash provided by financing activities                      9                         4,054
                                                                        ----                         -----  
            Net (decrease) increase in cash and cash
            equivalents                                                 (351)                          305

Cash and cash equivalents at beginning of period                         691                           291
                                                                        ----                         ----- 

Cash and cash equivalents at end of period                         $     340                     $     596
                                                                   =========                     =========
</TABLE>

                                        4

<PAGE>

                        B&G Foods, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             (Dollars in Thousands)
                                   (Unaudited)


(1)      Basis of Presentation

         The accompanying  consolidated  financial statements of B&G Foods, Inc.
         and subsidiaries  (the "Company")  contain all adjustments  (consisting
         only of normal recurring  adjustments)  necessary to present fairly the
         Company's financial position as of April 4, 1998 and the results of its
         operations  and its cash flows for the  thirteen  weeks  ended April 4,
         1998 and March 29, 1997.

         The  results  of  operations  for the  thirteen  week  periods  are not
         necessarily indicative of the results to be expected for the full year.
         The accompanying  consolidated  financial  statements should be read in
         conjunction  with  the  consolidated  financial  statements  and  notes
         thereto  for 1997  included  in the  Company's  Form 8-K filed with the
         Securities  and  Exchange   Commission  on  May  19,  1998,   which  is
         incorporated herein by inference.

(2)      Business Acquisitions and Nature of Operations

         Organization, Acquisition and Financing

         B&G Foods,  Inc. was  incorporated on November 13, 1996 to acquire (the
         Acquisition)  BGH  Holdings,  Inc.,  the  holding  company  of  Bloch &
         Guggenheimer,  Inc and related companies,  and BRH Holdings,  Inc., the
         holding  company of Burns & Ricker,  Inc.,  subsidiaries  of  Specialty
         Foods  Corporation  (SFC).  The  Acquisition  was structured as a stock
         purchase with an aggregate  purchase  price of  approximately  $70,000,
         including  transaction costs, and was consummated on December 27, 1996.
         As  part  of  the  Acquisition,  SFC  guaranteed  the  Company's  trade
         receivables  at December  27, 1996.  On December 27, 1996,  the Company
         issued  one  share of  common  stock  to,  and  became  a  wholly-owned
         subsidiary  of, B&G Foods  Holdings  Corp.,  which in turn is  majority
         owned by Bruckmann,  Rosser,  Sherrill and Co., L.P.  (BRS),  a private
         equity  investment  firm,  and minority owned by management and certain
         other investors.

         In  addition  to  initial  equity  of  $12,500,  the  financing  of the
         Acquisition  was  provided  through a  $50,000  Senior  Secured  Credit
         Facility which consisted of a Revolving  Credit Facility of $23,500 and
         Term Loan  Facilities  A and B of $14,500  and  $12,000,  respectively.
         Additionally,  the Company  issued  $13,000 of 12% Senior  Subordinated
         Notes due 2004 to BRS and other certain investors (the BRS Note).

         On June 17, 1997,  the Company  acquired  certain  assets from Nabisco,
         Inc. (Nabisco) for a purchase price of approximately $50,557, including
         transaction  costs.  Financing for this acquisition and certain related
         transaction fees and expenses was provided by $35,000 of new borrowings
         on an amended and restated Senior Secured Credit Facility,


                                        5

<PAGE>

         and $17,000 of the proceeds from the issuance of $23,000 of 12% Senior
         Subordinated  Notes due December 16, 1997 (the  Interim  Notes),  with
         $6,000 used to repay a portion of the BRS Note.

         On August 15, 1997, the Company acquired all of the outstanding capital
         stock of JEM Brands,  Inc. (JEM), a manufacturer of peppers and branded
         hot sauces,  for approximately  $12,462,  including  transaction costs.
         Financing for this acquisition and certain related transaction fees and
         expenses was  provided by the  proceeds  from the issuance of $120,000,
         9.625% Senior Subordinated Notes on August 11, 1997.

         The above  acquisitions  have  been  accounted  for using the  purchase
         method and, accordingly, the excess of the purchase price over the fair
         value of identifiable net assets acquired,  representing  goodwill,  is
         included in intangible assets.

         Nature of Operations

         The Company is a  manufacturer,  marketer  and  distributor  of branded
         pickles,  peppers,  bagel chips,  hot sauces and other  specialty  food
         products to  retailers  and food  service  establishments.  The Company
         distributes  these  products  to  retailers  in the  greater  New  York
         metropolitan  area through a  direct-store-door  sales and distribution
         system and elsewhere in the United States through a nationwide  network
         of independent brokers and distributors.

         Pro Forma Summary of Operations

         The  following  unaudited  pro  forma  summary  of  operations  for the
         thirteen  weeks ended March 29, 1997 presents the results of operations
         of the Company as if the  aforementioned  acquisition of certain assets
         from Nabisco and  aforementioned  acquisition of JEM  (collectively the
         "Acquired  Brands") had  occurred on December 29, 1996.  In addition to
         including  the results of operations  of the Acquired  Brands,  the pro
         forma  information  gives effect  primarily  to interest on  additional
         borrowings and changes in depreciation  and  amortization of intangible
         assets.

                                                  Thirteen Weeks Ended
                                                      March 29, 1997
                                                      --------------
           Net sales                                      $38,946
           Loss before extraordinary item                    (667)

         The pro  forma  information  presented  above  does not  purport  to be
         indicative of the results that actually would have been attained if the
         Acquired  Brands,  and related  financing  transactions had occurred on
         December  29,  1996 and is not  intended to be a  projection  of future
         results.

                                        6
<PAGE>


(3)      Inventories

         Inventories  are  stated  at  the  lower  of  cost  (determined  by the
         first-in, first-out and average cost methods) or market.

         Inventories consist of the following:

                                                April 4, 1998    January 3, 1998
                                                -------------    ---------------

             Raw materials and packaging       $    3,914        $    6,146
             Work in progress                       2,329             1,924
             Finished goods                        22,262            23,397

                                               $   28,505        $   31,467
                                               ==========        ==========


(4)      Senior Subordinated Notes

         On August 11,  1997,  the  Company  issued  $120,000  of 9.625%  Senior
         Subordinated Notes (the Notes) due August 1, 2007 with interest payable
         semiannually  on  February  1 and  August  1 of each  year,  commencing
         February  1,  1998.  The  proceeds  of the Notes were used to repay the
         outstanding  balances  together  with accrued and unpaid  interest with
         respect to the Credit  Facility and the Interim  Notes,  to finance the
         acquisition of JEM and to pay certain related fees and expenses and for
         general corporate purposes.

         As part of the  registration  rights  agreement  dated  August 11, 1997
         entered  into with the  initial  purchasers  of the Notes,  the Company
         agreed to offer to  exchange  an  aggregate  principal  amount of up to
         $120,000  of its  9.625%  Senior  Subordinated  Notes due 2007 (the New
         Notes)  for a like  principal  amount  of its  Notes  outstanding  (the
         Exchange Offer).

         The terms of the New Notes are  identical in all  material  respects to
         those of the Notes (including principal amount, interest rate, maturity
         and  guarantees),   except  for  certain   transfer   restrictions  and
         registration  rights  relating  to the Notes.  The  Exchange  Offer was
         completed on February 6, 1998.

(5)      Commitment and Contingencies

         The Company  produces  fruit spreads under an Amended and Restated Jams
         Manufacturing  Agreement  dated  March 3, 1997 and wet  spices  under a
         Sales  and   Distribution   Agreement   dated   March  19,   1993  with
         International  Home Foods,  Inc.  (IHF) which expires in March 1999 and
         March 1998, respectively. Additionally, the Company distributes certain
         IHF products under a Spice Supply Agreement dated March 19, 1993, which
         expired on March 31,  1998.  Sales  under  these  contracts  during the
         thirteen  weeks  ended April 4, 1998 and March 29, 1997 were $9,708 and
         $12,273,  respectively.

                                        7

<PAGE>

         Receivables  due from IHF  included in trade  accounts  receivable  at
         April  4,  1998  and   January  3,  1998  were   $1,388  and   $1,820,
         respectively.

         By letter dated February 18, 1998, the Company received notice from IHF
         that  (a)  IHF  would  not  renew  the   Amended  and   Restated   Jams
         Manufacturing  Agreement  dated March 3, 1997 after its  expiration  on
         March 31, 1999, and (b) IHF was terminating,  effective March 31, 1999,
         the Sales and Distribution Agreement dated March 19, 1993. With respect
         to the Spice Supply  Agreement,  which  expired on March 31, 1998,  the
         Company continues to distribute certain IHF products in accordance with
         the terms of the expired agreement.






                                        8

<PAGE>


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

Results of Operations

         13-Weeks  ended April 4, 1998  compared  to  13-Weeks  ended March 29,
         1997.

         Net Sales.  Net sales increased by $8.0 million or 26.5%, to $38.4
         million for the 13-weeks  ended April 4, 1998 (the "1998  Period") from
         $30.4  million  for the  13-weeks  ended  March  29,  1997  (the  "1997
         Period").  The net  sales  increase  included  $10.3  million  from the
         Acquired Brands, a 9% increase over sales from the  predecessors'  1997
         Period.  Sales of B&G pickle and pepper products increased $0.3 million
         or 2.5% from the 1997 Period largely reflecting increased sales of food
         service  products.  These sales  increases were offset by a decrease of
         $2.6 million or 20.9%,  in sales of co-packed  Polaner  products to IHF
         and  sales  of  Polaner  products  distributed  by the  Company  in the
         northeastern U.S.

         Gross Profit. Gross profit increased by $6.3 million, or 72.3%, to
         $14.9 million for the 1998 Period from $8.7 million in the 1997 Period.
         Gross profit  expressed as a percentage of net sales increased to 38.9%
         in the 1998  Period  from 28.5% in the 1997  Period due to a  favorable
         shift in the sales mix to higher  gross  profit  margin  B&G Pickle and
         Pepper product sales and Acquired  Brands sales from lower gross profit
         margin Polaner co-packing sales.

         Sales, Marketing and Distribution  Expenses.  Sales, marketing and
         distribution  expenses  increased  $4.2  million,  or  63.1%,  to $10.7
         million for the 1998 Period from $6.6 million of the 1997 Period.  Such
         expenses as a  percentage  of net sales  increased to 28.0% in the 1998
         Period from 21.7% in the 1997 Period due  primarily  to the addition of
         the Acquired Brands.  The Acquired Brands accounted for $3.9 million of
         the increase.

         General  and  Administrative   Expenses.   General  and  administrative
         expenses  (including  amortization of intangibles and management  fees)
         increased  by  $0.5  million,  or  58.0%,  primarily  due to  increased
         amortization of goodwill of $0.3 million  associated with  acquisitions
         in 1997.  The remaining  $0.2 million  increase  represent  incremental
         expenses needed in managing the Acquired Brands.

         Operating  Income.  As a  result  of the  foregoing,  operating  income
         increased  by $1.6  million,  or 139.3%,  to $2.8  million for the 1998
         Period  from  $1.2  million  for  the  1997  Period.  Operating  income
         expressed  as a percentage  of net sales  increased to 7.2% in the 1998
         Period from 3.8% in the 1997 Period.

         Interest  Expense.  Interest  expense  increased  $1.7  million to $3.2
         million for the 1998  Period from $1.5  million in the 1997 Period as a
         result of the  additional  debt  incurred  by the  Company  to fund the
         acquisitions of the Acquired Brands.


                                        9
<PAGE>

Liquidity and Capital Resources

         Cash provided (used) by operations decreased by $1.6 million or 109.5%,
         to ($0.1)  million for the 1998  Period  from $1.4  million in the 1997
         Period.  The net change in working  capital  increased  $2.5 million or
         64.2%, to ($1.4) million for the 1998 Period from ($3.9) million in the
         1997 Period.  Working  capital at April 4, 1998 was $22.7  million,  an
         increase of $1.1  million  over  working  capital at January 3, 1998 of
         $21.6  million.  This  increase is  primarily a result of  decreases in
         accounts  payable and accrued  expenses which were partially  offset by
         decreases in accounts receivable and inventories.

         Net cash used in  investing  activities  for the 1998  Period  was $0.2
         million as compared to $5.2  million  for the 1997  Period.  The change
         primarily  related  to a  final  $4.0  million  payment  to SFC for the
         Acquisition.  Capital  expenditures  during  the 1998  Period  included
         purchases of manufacturing and computer equipment.

         Net cash provided by financing activities for the 1998 Period decreased
         $4.0 million  primarily  as a result of  additional  borrowings  on the
         revolving credit facility in the 1997 Period.

         The Company's  primary source of capital are cash flows from operations
         and  borrowings  under  a $50  million  revolving  debt  facility.  The
         Company's primary capital  requirements  include debt service,  capital
         expenditures,   working  capital  needs  and  financing   acquisitions.
         Management   believes  that  available  borrowing  capacity  under  the
         revolving  credit facility of $49.4 million at April 4, 1998,  combined
         with cash  provided  by  operations,  will  provide  the  Company  with
         sufficient  cash  to fund  current  operations  as well as to meet  its
         obligations.

Seasonality

         Sales of a number of the Company's  products  tend to be seasonal,  but
         the effect of seasonality on the Company's liquidity is tempered by the
         Company's  relatively varied product mix. The Company purchases most of
         the produce used to make the B&G Pickle and Pepper  Products during the
         period from May to October and,  consequently,  its liquidity needs are
         greatest during this period.

Recent Accounting Pronouncements

         In June 1997,  Statement of Financial  Accounting  Standards (SFAS) No.
         130  (SFAS  130),  "Reporting  Comprehensive  Income,"  was  issued  to
         establish standards of reporting and displaying of comprehensive income
         and  its  components  in  a  full  set  of  general-purpose   financial
         statements.  This  statement  requires  disclosure of the components of
         comprehensive  income including,  among other things,  foreign currency
         translation adjustments, minimum pension liability items and unrealized
         gains and losses on certain  investments in debt and equity securities.
         The  Company  would be  required to show  components  of  comprehensive
         income in a financial  statement  displayed as prominently as the other
         required  financial  statements.  The statement is effective for fiscal
         years


                                       10

<PAGE>

         beginning after December 15, 1997. The Company  anticipates  compliance
         with this Statement in 1998.

         In June 1997, SFAS 131 "Disclosures About Segments of an Enterprise and
         Related  Information",  was issued to  establish  standards  for public
         business enterprises reporting information regarding operating segments
         in annual and interim financial  statements issued to shareholders.  It
         also establishes  standards for related  disclosures about products and
         services,  geographic  areas and major  customers.  This  statement  is
         effective for financial statements for periods beginning after December
         15, 1997. In the initial year of application,  comparative  information
         for  earlier  years is to be  restated.  The  Company  operates  in one
         business  segment in which it  manufactures  and markets a  diversified
         portfolio  of food  products,  and  accordingly,  does not believe that
         segment reporting will impact disclosures in the financial  statements.
         The Company anticipates compliance with this Statement in 1998.

Item 3.   Quantitative and Qualitative Disclosure About Market Risk

Not applicable.

Part II  OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is from time to time  involved in legal  proceedings  arising in the
normal  course  of  business.  The  Company  believes  there  is no  outstanding
litigation  which  could have a material  impact on its  financial  position  or
results of operations.

Item 2.  Change in Securities

Not applicable.

Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

Not applicable.

Item 5.  Other Information

Not applicable.



                                       11

<PAGE>

Item 6. Exhibits and Reports on Form 8-K

6(a)    Exhibits

             Exhibit Number                            Description
             --------------                            -----------

             Exhibit 27                     Financial Data Schedule (filed
                                            electronically with SEC only)

6(b)    Reports on Form 8-K

        Form 8-K filed May 19, 1998











                                       12

<PAGE>


                                    SIGNATURE

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





Date:  May 19, 1998              B&G FOODS, INC.


                                 By:/s/ Robert C. Cantwell
                                    --------------------------------------
                                    Robert C. Cantwell
                                    Executive Vice President and Chief Financial
                                    Officer (Principal Financial and Accounting
                                    Officer and Authorized Officer)

                                       13

<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number                                Description
------                                -----------

27                                    Financial Data Schedule