<PAGE>
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                                 UNITED STATES
                       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 MARCH 31, 1999

                  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
-----------       OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ________ to ________

COMMISSION FILE NUMBER 0-21366

                              TRICORD SYSTEMS, INC.
                              ---------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                                      41-1590621   
     -------------------------------                      -------------------
     (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)

          2905 NORTHWEST BOULEVARD, SUITE 20, PLYMOUTH, MINNESOTA     55441
          -----------------------------------------------------------------
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)

                                 (612) 557-9005
            --------------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                  YES   X                      NO      
                       ----                        ----

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

<TABLE>
<CAPTION>
                                                                        OUTSTANDING AT
                  CLASS                                                 MARCH 31, 1999
                  -----                                                 --------------
             <S>                                                        <C>
              Common Stock,
             $0.01 par value                                              19,031,511
</TABLE>
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<PAGE>

                         PART 1. FINANCIAL INFORMATION

                          ITEM 1: FINANCIAL STATEMENTS

                            TRICORD SYSTEMS, INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              Three Months Ended March 31,
                                                                      ----------------------------------------------
(in thousands, except per share data)                                         1999                    1998
                                                                      ---------------------   ----------------------
<S>                                                                   <C>                     <C>
Revenues:
     Product sales                                                    $                243                      806
     Service contracts                                                                 348                      509
                                                                      ---------------------   ----------------------
                                                                                       591                    1,315

Cost of goods sold:
     Product sales                                                                     214                      685
     Service contracts                                                                  96                      117
                                                                      ---------------------   ----------------------
                                                                                       310                      802

         Gross margin                                                                  281                      513
                                                                      ---------------------   ----------------------

Operating expenses:
     Research and development                                                          711                      711
     Sales and marketing                                                               990                      244
     General and administrative                                                        495                      342
                                                                      ---------------------   ----------------------
                                                                                     2,196                    1,297
                                                                      ---------------------   ----------------------

         Operating loss                                                             (1,915)                    (784)
                                                                      ---------------------   ----------------------

Other income (expense):
     Interest, net                                                                      66                       52
     Other, net                                                                         11                       40
                                                                      ---------------------   ----------------------
                                                                                        77                       92
                                                                      ---------------------   ----------------------

         Loss before income taxes                                                   (1,838)                    (692)

Provision for income taxes                                                               -                        -
                                                                      ---------------------   ----------------------

         Net loss                                                     $             (1,838)                    (692)
                                                                      ---------------------   ----------------------
                                                                      ---------------------   ----------------------

         Net loss per share - basic and diluted                       $              (0.10)                   (0.05)
                                                                      ---------------------   ----------------------
                                                                      ---------------------   ----------------------

         Weighted average common shares outstanding                                 18,987                   13,809
                                                                      ---------------------   ----------------------
                                                                      ---------------------   ----------------------
</TABLE>


             See accompanying notes to consolidated financial statements.

                                         1

<PAGE>

                                TRICORD SYSTEMS, INC.
                             CONSOLIDATED BALANCE SHEETS

                                       ASSETS

<TABLE>
<CAPTION>
                                                                                 March 31,               December 31,
(in thousands, except per share data)                                               1999                     1998
                                                                             -------------------       ------------------
                                                                                (unaudited)
<S>                                                                          <C>                       <C>
Current assets:
     Cash and cash equivalents                                               $            4,641                    6,215
     Accounts receivable, net                                                               162                      162
     Inventories, net                                                                       513                      637
     Other current assets                                                                   127                       96
                                                                             -------------------       ------------------
         Total current assets                                                             5,443                    7,110

Equipment and improvements, net                                                             350                      243
                                                                             -------------------       ------------------

         Total Assets                                                        $            5,793                    7,353
                                                                             -------------------       ------------------
                                                                             -------------------       ------------------


                         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                                        $              445                      398
     Accrued payroll, benefits and related taxes                                            224                      344
     Deferred revenue                                                                       356                      525
     Other accrued expenses                                                                 190                      244
                                                                             -------------------       ------------------
         Total current liabilities                                                        1,215                    1,511

Stockholders' equity:
     Common stock, $0.01 par value; 75,000 shares authorized,
         19,032 and 18,961 shares issued and outstanding                                    190                      190
     Additional paid-in capital                                                          87,652                   87,483
     Unearned compensation                                                               (5,159)                  (5,564)
     Accumulated deficit                                                                (78,105)                 (76,267)
                                                                             -------------------       ------------------
         Total stockholders' equity                                                       4,578                    5,842
                                                                             -------------------       ------------------

         Total Liabilities and Stockholders' Equity                          $            5,793                    7,353
                                                                             -------------------       ------------------
                                                                             -------------------       ------------------
</TABLE>



            See accompanying notes to consolidated financial statements.

                                      2

<PAGE>

                              TRICORD SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                            Three Months Ended March 31,
                                                                                       ----------------------------------------
(In thousands)                                                                               1999                   1998
                                                                                       -----------------      -----------------
<S>                                                                                    <C>                    <C>
Cash flows from operating activities:
     Net loss                                                                              $     (1,838)          $       (692)
     Adjustments to reconcile net loss to net
       cash used in operating activities:
         Amortization of unearned compensation                                                      405                      -
         Depreciation and amortization                                                               58                    109
         Provision for losses on inventories                                                          -                    164
         Recoveries on accounts receivable                                                          (19)                     -
         Other                                                                                       94                     67
         Changes in operating assets and liabilities:
            Accounts receivable                                                                      19                    255
            Inventories                                                                             124                     86
            Other current assets                                                                    (31)                    50
            Accounts payable                                                                         47                    (74)
            Accrued payroll, benefits and related taxes                                             (45)                   (68)
            Deferred revenue                                                                       (169)                   (32)
            Other accrued expenses                                                                  (54)                     7
                                                                                       -----------------      -----------------
                Net cash used in operating activities                                            (1,409)                  (128)
                                                                                       -----------------      -----------------
Cash flows from investing activities:
     Capital expenditures                                                                          (165)                    (5)
                                                                                       -----------------      -----------------
                Net cash used in investing activities                                              (165)                    (5)
                                                                                       -----------------      -----------------
Cash flows from financing activities:
     Stock option transactions                                                                        -                    332
                                                                                       -----------------      -----------------
                Net cash provided by financing activities                                             -                    332
                                                                                       -----------------      -----------------
Net increase (decrease) in cash and cash equivalents                                             (1,574)                   199
Cash and cash equivalents at beginning of period                                                  6,215                  3,713
                                                                                       -----------------      -----------------

Cash and cash equivalents at end of period                                                 $      4,641                  3,912
                                                                                       -----------------      -----------------
                                                                                       -----------------      -----------------
</TABLE>

            See accompanying notes to consolidated financial statements.

                                        3

<PAGE>

                              TRICORD SYSTEMS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

1.  BASIS OF PRESENTATION

The accompanying unaudited interim consolidated statements of operations,
balance sheet and statements of cash flows reflect all adjustments of a normal
recurring nature, which are, in the opinion of management, necessary for a fair
presentation of the consolidated financial position at March 31, 1999, and of
consolidated results of operations and cash flows for the interim periods ended
March 31, 1999 and 1998. The unaudited consolidated financial statements should
be read in conjunction with Tricord Systems Inc.'s (the "Company's") audited
consolidated financial statements for the year ended December 31, 1998, which
were incorporated by reference in the Company's 1998 Annual Report on Form 10-K.
The year-end balance sheet data included herein is derived from audited
financial statements, but does not include all disclosures required by generally
accepted accounting principles. The results of operations for the interim period
ended March 31, 1999 are not necessarily indicative of the results to be
expected for the full year or any future periods.

2.  BALANCE SHEET AND SUPPLEMENTAL CASH FLOW INFORMATION

Balance Sheet Information:
<TABLE>
<CAPTION>
                                                           March 31, 1999        December 31, 1998
                                                           --------------        -----------------
                                                             (unaudited)
<S>                                                        <C>                   <C>
       Accounts receivable, net:
          Accounts receivable                              $         743                     841
          Allowance for doubtful accounts                           (581)                   (679)
                                                           --------------          --------------
                                                           $         162                     162
                                                           --------------          --------------
                                                           --------------          --------------

       Inventories, net:
          Spare parts and expansion products               $       3,015                   3,946
          Inventory reserves                                      (2,502)                 (3,309)
                                                           --------------          --------------
                                                           $         513                     637
                                                           --------------          --------------
                                                           --------------          --------------
</TABLE>


Supplemental Cash Flow Information:

During the first quarter of 1999, $75 of accrued payroll obligations and
expenses of $94 were settled through the issuance of 70,499 shares of common
stock of the Company.


                                       4

<PAGE>

3.  BUSINESS SEGMENTS

The Company reports its operations in two business segments, Server and 
Software. Revenues to date are for the server line of business only. There 
are no intersegment revenues. Cost allocations are necessary in the 
determination of operating results by segment. For this reason, management 
does not represent that these segments, if operated as independent 
businesses, would result in the operating results shown.

<TABLE>
<CAPTION>
                                           Quarter ended March 31,
                                      ----------------------------------
                                           1999               1998
                                      ---------------     --------------
<S>                                   <C>                 <C>
    Operating income (loss):
       Server business                     $    223                386
       Software business                     (2,138)            (1,170)
                                      ---------------     --------------
                                           $ (1,915)              (784)
                                      ---------------     --------------
                                      ---------------     --------------

</TABLE>

4. NET LOSS PER SHARE

Net loss per share is computed by dividing net loss by the weighted average
number of common shares outstanding during each period. Potentially dilutive
common shares are excluded from the calculation of net loss per share as their
impact is antidilutive. Net loss per share does not include common stock options
and warrants totaling approximately 8,800,000 shares.

5. COMPREHENSIVE INCOME (LOSS)

The Company has no significant comprehensive income (loss) items other than 
net loss.

                                       5

<PAGE>


                                    ITEM 2:

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

GENERAL

Throughout 1998 and the first quarter of 1999, the Company continued to focus
its development efforts exclusively on storage system management software, the
strategy it defined in 1997. The storage system management software architecture
includes an entirely new generation of distributed file system and
file-intelligent I/O ("input/output") technology known as Tricord Storage
Management Software ("TSMS"). No revenues were generated by TSMS through March
31, 1999, and the Company may not receive revenues from TSMS-based products
during the remainder of 1999.

The Company has historically engaged in the business of designing, 
manufacturing, marketing and supporting high-performance enterprise servers 
for use in mission critical applications, principally running on Microsoft 
Windows NT-Registered Trademark- and Novell-Registered Trademark- 
NetWare-Registered Trademark-. All revenues generated through March 31, 1999 
relate to the server line of business (sometimes referred to as the "legacy 
business").

See "Certain Important Factors" at the end of this section for a discussion of
forward looking statements.


RESULTS OF OPERATIONS

REVENUES

Revenues for the first quarter ended March 31, 1999 were $591,000 compared to 
$1,315,000 for the first quarter ended March 31, 1998. Revenues decreased in 
1999 from the same period in 1998 as a result of the Company's 1997 decision 
to redefine its corporate strategy to focus its development efforts 
exclusively on storage system management software.

The Company currently anticipates that revenues will continue to decrease during
the remainder of 1999 as the Company continues to focus its resources on
developing and marketing TSMS. The Company intends to sell its remaining
enterprise server product inventories, consisting primarily of spare parts and
expansion products, as long as there is sufficient customer demand and materials
are available. The Company will honor its service agreements and enter into new
service agreements as long as there is sufficient demand and provided such
agreements are profitable. Since the Company has not completed its development
of TSMS products, the Company may not receive revenues during the remainder of
1999 from the sale or license of TSMS-based products.


                                       6

<PAGE>

GROSS MARGIN

Gross margin decreased to $281,000 for the first quarter of 1999 from $513,000
for the first quarter of 1998 primarily due to the decrease in revenues over the
same period. The Company currently anticipates that gross margin will continue
to decline in 1999 because of the anticipated decrease in revenues in 1999 as
discussed above.

RESEARCH AND DEVELOPMENT

Research and development expenses remained the same at $711,000 for the first 
quarter of 1999 and 1998. Research and development in the first quarter of 
1999 increased due to an increase of $135,000 in stock compensation expense 
related to certain options granted and restricted stock issued in 1998, but 
was offset by decreases in project costs and consulting. The Company 
anticipates that research and development costs will rise during 1999 
compared to 1998 levels as the Company continues to focus on the development 
of TSMS.

SALES AND MARKETING

Sales and marketing expenses increased to $990,000 for the first quarter of 
1999 from $244,000 for the first quarter of 1998, primarily due to increases 
in personnel costs related to headcount additions, expenses related to 
marketing research and analysis for TSMS and an increase of $136,000 in stock 
compensation expense related to certain options granted and restricted stock 
issued in 1998. The Company currently anticipates that sales and marketing 
expenses will increase significantly in 1999 compared to 1998 levels as the 
Company continues to focus on the development and marketing of TSMS and 
pursues marketing and sales opportunities.

GENERAL AND ADMINISTRAtIVE

General and administrative expenses increased to $495,000 for the first 
quarter of 1999 from $342,000 for the first quarter of 1998 primarily due to 
an increase of $104,000 in stock compensation expense related to certain 
options granted and restricted stock issued in 1998 and an increase in 
personnel costs related to the December 1998 addition of the Company's Vice 
President and General Counsel. The Company currently anticipates that general 
and administrative expenses for 1999 will be greater than 1998 levels due to 
these factors.

                                       7

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The aggregate net decrease in cash and cash equivalents during the first 
three months of 1999 was $1,574,000, including $1,838,000 of cash used in 
operating activities due to the net loss for the first three months of 1999 
(adjusted by non-cash stock compensation expense related to certain options 
granted and restricted stock issued in 1998) and capital expenditures of 
$165,000. The Company may purchase additional capital equipment, primarily 
for research and development, depending on the timing and specific 
requirements of a potential OEM or other strategic investment or alliance. 
The Company has no material commitments for the purchase of capital equipment.

As of March 31, 1999, the Company had $4,641,000 in cash and cash equivalents.
If the Company's operations progress as currently anticipated, of which there
can be no assurance, the Company believes that it will be able to manage its
cash resources to continue operations for at least the next twelve months.
However, should the Company incur additional costs within the next twelve months
due to the product launch of its TSMS-based products (which have yet to be fully
developed), the related channel development for distributing TSMS-based products
and other significant increases in research and development costs and marketing
and sales costs, the Company will need to adjust its plans as necessary, if it
fails to secure additional financing.

In any event, however, the Company will need to raise additional capital in
order to complete development and commence commercial marketing of its
TSMS-based products. The Company may seek such additional capital through the
sale of debt or equity securities. In addition, the Company continues to look
for additional capital through OEM or other strategic investments or alliances.
There can be no assurance, however, that additional capital will be available on
acceptable terms or at all, and the failure to obtain additional capital as
needed may have a material adverse effect on the Company.

YEAR 2000

The Company previously initiated a project to prepare its computer systems for
the Year 2000. This project encompasses information technology ("IT") systems,
non-IT systems, Company products and third party products and systems.

The Company has reviewed its main IT system and to date has determined that a
Year 2000 problem does not exist in that system. However, the Company has other
smaller supporting business systems which it has not yet completely reviewed. In
the event that the Company determines that its smaller supporting business
systems will not transition properly at the end of the millenium, the Company
will transition these systems to its main business system in order to mitigate
any business disruption.


                                       8

<PAGE>

By the end of June 1999, the Company expects to have completed an evaluation of
its telephone, facility heating and cooling and other non-IT systems for Year
2000 readiness. The Company will take remedial action as necessary.

The Company has also reviewed its software related to its legacy business and
has completed a fix for the Year 2000 issue. The Company has made this fix
available to its customers on its web site. The Company will also commence an
effort to contact as many of its legacy business customers as possible. The
Company has not yet released any TSMS-based products, but it intends to review
and correct any Year 2000 issues, if necessary, prior to release to market of
these products.

The Company has reviewed suppliers for its legacy business and has determined
that, due to the declining revenues associated with sales of spare parts, there
is no material impact to the Company. The Company has not yet released any
TSMS-based products, but it intends to work with future suppliers to ensure that
no Year 2000 issues will exist prior to release to market of these products.

Substantially all of the Company's Year 2000 efforts have been made using
internal personnel, therefore, the costs associated with the Year 2000
assessment and corrections have not been, and currently are not anticipated to
be, material to the Company. All such costs to date have been expensed as
incurred.

Based on its efforts to date, management believes the Year 2000 issue will not
have a significant impact on operations. If additional modifications and
conversions are necessary, however, and cannot be completed on a timely basis,
the Year 2000 issue could have an adverse effect on the Company's operations. At
this time, the Company believes that it is unnecessary to adopt a contingency
plan covering the possibility that additional modifications and conversions will
be needed, but, as part of the overall project, the Company will continue to
assess the need for such a contingency plan, and will continue to analyze its
computer systems to determine if additional modifications and conversions will
be needed.

CERTAIN IMPORTANT FACTORS

This Quarterly Report on Form 10-Q contains certain forward looking statements
within the meaning of the Private Securities Reform Act of 1995. For this
purpose, any statements contained in this Quarterly Report that are not
statements of historical fact are deemed to be forward looking statements.
Without limiting the foregoing, words such as "may," "will," "should,"
"expects," "anticipates," "estimates," "believes," or "plans," or comparable
terminology, are intended to indicate forward looking statements. These
statements by their nature are based on current expectations and assumptions and
entail various risks and uncertainties that could cause actual results to differ
materially from those expressed in such forward looking statements, including
the following risks:

-        The Company will not realize sufficient revenues from its legacy
         business to fund its ongoing TSMS product development and marketing
         operations. The Company 


                                       9

<PAGE>

         intends to manage its current cash to fund its operations throughout 
         1999; however, continued aggressive product development and product 
         introduction necessarily requires that the Company obtain additional 
         funds from investors. The Company continues to pursue additional 
         investors, however, there can be no assurance that funds will be 
         obtained.

-        The market window for the Company's products is limited inasmuch as
         many competitors with established brand identity are beginning to enter
         the market with products that will be positioned against the Company's
         products. Although the Company believes that it has a significant
         headstart and that its technology is superior, established product
         channels and bundling arrangements may impede the Company's product
         introduction and market acceptance.

-        The market for distributed file system products for the Windows NT and
         UNIX environment is new and developing. The Company believes that its
         future success will depend upon the continued growth and acceptance of
         the Windows NT operating system and the growth in demand for attached
         storage. In addition, the Company's success is dependent upon its
         ability to develop, test and release products for this market on a
         timely basis.

-        The market for storage products currently is characterized by rapid
         technological change and evolving industry standards and is expected to
         be highly competitive with respect to timing of product innovation. The
         introduction of products embodying new technology and the emergence of
         new industry standards can render products, either existing or under
         development, obsolete and unmarketable. The Company's success is
         dependent in part upon its ability to anticipate changes in technology
         and industry standards and to successfully develop and introduce new
         and enhanced products on a timely basis. If the Company is unable for
         technological or other reasons to develop products in a timely manner
         in response to changes in the industry, or if products or product
         enhancements that the Company develops do not achieve market
         acceptance, the Company's business will be materially and adversely
         affected.

-        The Company currently intends to market its TSMS through OEM and other
         channels, and the failure to establish such relationships on acceptable
         terms could adversely affect the Company's ability to introduce and
         market TSMS-based products successfully.

-        The Company will need to maintain compliance with the Nasdaq SmallCap
         Market requirements.

-        Many of the Company's potential competitors in the market for UNIX and
         Windows NT storage products are the same companies that represent
         potential OEM partners. The Company's ability to introduce and market
         its products could be adversely affected if one or more of these
         competitors elects to develop and market its own products.
         Additionally, the Company's ability to market its 


                                       10

<PAGE>

         products will necessarily require the endorsement of industry 
         leaders if the Company's products are to gain wide-scale acceptance 
         by the industry.

-        The Company's sales' lead time may be longer than most storage products
         due to the general market reluctance to accept new entrants and due to
         the sensitivity of the data on today's storage devices.

-        The Company will need to attract new team members and consultants and
         retain existing team members and consultants.


                                       11

<PAGE>

                                     ITEM 3:

                          QUANTITATIVE AND QUALITATIVE
                          DISCLOSURES ABOUT MARKET RISK

FINANCIAL INSTRUMENTS

The Company invests excess funds not required for current operations in cash
equivalents, primarily money market funds or commercial paper. As of March 31,
1999, cash equivalents had an average maturity of less than three months. Market
risk was estimated as the potential decrease in interest income resulting from a
hypothetical one percent decrease in interest rates for the cash equivalents,
which would result in an annual interest income decrease of approximately
$40,000.


                                       12
<PAGE>

                           PART II. OTHER INFORMATION

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

A special meeting of stockholders of the Company was held on March 17, 1999,
during which the following items were voted on and approved under applicable
law:

1.   On the proposal to approve an amendment to the Company's Certificate of
     Incorporation to increase the number of authorized shares of Common Stock,
     $0.01 par value, from 27,000,000 to 75,000,000 shares, 17,431,004 shares
     were cast for, 896,031 shares were cast against, 83,711 shares abstained
     from voting and there were no broker non-votes.

2.   On the proposal to approve amendments to the Company's 1998 Stock Incentive
     Plan to increase the number of shares of Common Stock reserved for issuance
     thereunder from 1,000,000 to 5,000,000 shares and to increase the per
     participant limitation from 100,000 to 500,000 shares, 10,668,351 shares
     were cast for, 1,309,764 shares were cast against, 193,396 shares abstained
     from voting and there were 6,239,235 broker non-votes.

3.   On the proposal to approve an amendment to the Company's 1998 Non-Employee
     Director Stock Plan to increase the number of shares of Common Stock
     reserved for issuance thereunder from 350,000 to 550,000 shares, 11,057,886
     shares were cast for, 951,649 shares were cast against, 278,186 shares
     abstained from voting and there were 6,123,025 broker non-votes.

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

(a)  Exhibits

       3.1  Amendment to Certificate of Incorporation
      27.1  Financial data schedule

(b)  Reports on Form 8-K

     No report was filed on Form 8-K during the first quarter of 1999.


                                      13
<PAGE>


                                    SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                               TRICORD SYSTEMS, INC.
                                                   (REGISTRANT)

                                           By: /s/ John J. Mitcham 
                                               -------------------
                                               John J. Mitcham, Chairman and
                                               Chief Executive Officer

                                          By:  /s/ J. David Cabello 
                                               --------------------
                                               J. David Cabello, Chief Financial
                                               Officer, Vice President and
                                               General Counsel, Secretary
                                               (Principal Financial Officer)

                                          Date:  May 12, 1999


                                       14
<PAGE>


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
   Exhibit                                                                Page
   Number                                                                Number
   -------                                                               ------
   <S>        <C>                                                        <C>
    3.1       Amendment to Certificate of Incorporation                    16

   27.1       Financial data schedule                                      17
</TABLE>


                                        15