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, 2003

[ ]  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 0-16200

                            CABLE TV FUND 14-B, LTD.
                Exact name of registrant as specified in charter


        Colorado                                           84-1024658
-------------------------                            --------------------------
 State of organization                               I.R.S. employer I.D. #


                             c/o Comcast Corporation
                 1500 Market Street, Philadelphia, PA 19102-2148
--------------------------------------------------------------------------------
                      Address of principal executive office

                                 (215) 665-1700
--------------------------------------------------------------------------------
                          Registrant's telephone number


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  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12-b2 of the Exchange Act).

             Yes                                   No  X
                -----                                ------


<PAGE>

                                            CABLE TV FUND 14-B, LTD.
                                            (A Limited Partnership)

                                            CONDENSED BALANCE SHEET
                                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                          March 31,             December 31,
                                ASSETS                                      2003                    2002
                                                                       ---------------         ---------------
<S>                                                                           <C>                     <C>
Cash...................................................................       $125,150                $124,861
                                                                       ---------------         ---------------

     Total assets......................................................       $125,150                $124,861
                                                                       ===============         ===============


                   LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:
   Advances from affiliates............................................        $30,444                  $9,595
                                                                       ---------------         ---------------

         Total liabilities.............................................         30,444                   9,595
                                                                       ---------------         ---------------

Commitments and Contingencies (Note 3)

PARTNERS' CAPITAL:
General Partner-
   Contributed capital.................................................          1,000                   1,000
   Accumulated deficit.................................................         (1,000)                 (1,000)
                                                                       ---------------         ---------------

                                                                       ---------------         ---------------

Limited Partners-
   Net contributed capital (261,353 units outstanding
         at March 31, 2003 and December 31, 2002)......................    112,127,301             112,127,301
   Distributions.......................................................   (112,853,367)           (112,853,367)
   Accumulated earnings................................................        820,772                 841,332
                                                                       ---------------         ---------------

                                                                                94,706                 115,266
                                                                       ---------------         ---------------

         Total liabilities and partners' capital.......................       $125,150                $124,861
                                                                       ===============         ===============
</TABLE>


See notes to condensed financial statements.


                                                       1

<PAGE>



                                                CABLE TV FUND 14-B, LTD.
                                                 (A Limited Partnership)

                                            CONDENSED STATEMENT OF OPERATIONS
                                                       (Unaudited)


<TABLE>
<CAPTION>
                                                                                              Three Months Ended
                                                                                                    March 31,
                                                                                            2003                2002
                                                                                        -----------         -----------
<S>                                                                                            <C>               <C>
OTHER INCOME (EXPENSE):
   Interest income......................................................................       $289              $1,008
   Administrative expense and other.....................................................    (20,849)            (15,643)
                                                                                        -----------         -----------

NET LOSS................................................................................   ($20,560)           ($14,635)
                                                                                        ===========         ===========

ALLOCATION OF NET LOSS:
   General Partner......................................................................
                                                                                        ===========         ===========

   Limited Partners.....................................................................   ($20,560)           ($14,635)
                                                                                        ===========         ===========

NET LOSS PER LIMITED PARTNERSHIP UNIT...................................................     ($0.08)             ($0.06)
                                                                                        ===========         ===========

WEIGHTED AVERAGE NUMBER OF LIMITED
   PARTNERSHIP UNITS OUTSTANDING........................................................    261,353             261,353
                                                                                        ===========         ===========
</TABLE>


See notes to condensed financial statements.


                                                           2

<PAGE>



                                                CABLE TV FUND 14-B, LTD.
                                                 (A Limited Partnership)

                                            CONDENSED STATEMENT OF CASH FLOWS
                                                       (Unaudited)


<TABLE>
<CAPTION>
                                                                                           For the Three Months Ended
                                                                                                    March 31,
                                                                                            2003                2002
                                                                                         ----------         -----------
<S>                                                                                        <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss............................................................................  ($20,560)           ($14,635)
     Adjustments to reconcile net loss to net cash provided by
         operating activities:
              Increase in advances from affiliates.......................................    20,849              15,643
                                                                                         ----------         -----------

                  Net cash provided by operating activities..............................       289               1,008

Cash, beginning of period................................................................   124,861             230,893
                                                                                         ----------         -----------

Cash, end of period......................................................................  $125,150            $231,901
                                                                                         ==========         ===========
</TABLE>


See notes to condensed financial statements.


                                                       3

<PAGE>


                            CABLE TV FUND 14-B, LTD.
                             (A Limited Partnership)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

(1) The  condensed  balance  sheet as of December 31, 2002 has been derived from
the audited  balance sheet as of that date.  The  condensed  balance sheet as of
March 31, 2003 and the condensed  statements of operations and of cash flows for
the three months ended March 31, 2003 and 2002 are unaudited.  In the opinion of
management,  all adjustments necessary to present fairly the financial position,
results of  operations  and cash flows as of March 31,  2003 and for all periods
presented have been made.

         Certain  information  and note  disclosures  normally  included  in the
Partnership's annual financial statements prepared in accordance with accounting
principles  generally  accepted  in the United  States  have been  condensed  or
omitted. These condensed financial statements should be read in conjunction with
the  financial  statements  and  notes  thereto  included  in the  Partnership's
December  31,  2002  Annual  Report on Form 10-K filed with the  Securities  and
Exchange Commission. The results of operations for the interim periods presented
are not necessarily indicative of operating results for the full year.

         The  Partnership  owns no properties.  The Partnership has continued in
existence because of pending  litigation in which the Partnership is a party. It
cannot be predicted when the Partnership will be dissolved.

(2) The  Partnership  reimburses  its  general  partner  for  certain  allocated
administrative  expenses.  These  expenses  represent  the  salaries and related
benefits paid for corporate  personnel.  Such personnel provide  administrative,
accounting, tax, legal and investor relations services to the Partnership.  Such
services,  and their related costs, are necessary for the  administration of the
Partnership  until the  Partnership is dissolved.  Such charges were included in
administrative  expenses and other in the  accompanying  condensed  statement of
operations.  Administrative  expenses allocated to the Partnership for the three
months ended March 31, 2003 and 2002 were $618 and $14,141, respectively.

(3) Commitments and Contingencies

Litigation Challenging Jones Intercable's Acquisition of Certain Cable Systems

         In  June  1999,  Jones  Intercable  was  named  a  defendant  in a case
captioned City  Partnership  Co.,  derivatively on behalf of Cable TV Fund 14-B,
Ltd.,  plaintiff v. Jones  Intercable,  Inc.,  defendant and Cable TV Fund 14-B,
Ltd., nominal defendant (U.S. District Court, District of Colorado, Civil Action
No. 99-WM-1051) (the "City Partnership case") brought by City Partnership Co., a
limited partner of the Partnership. The plaintiff's complaint alleges that Jones
Intercable breached its fiduciary duty to the plaintiff and to the other limited
partners of the  Partnership in connection  with the  Partnership's  sale of the
Littlerock  System to a subsidiary  of Jones  Intercable  in January  1999.  The
complaint  alleges that Jones  Intercable  acquired the Littlerock  System at an
unfairly  low price that did not  accurately  reflect  the  market  value of the
Littlerock  System.  The  plaintiff  also  alleges  that the proxy  solicitation
materials  delivered to the limited  partners of the  Partnership  in connection
with  the  vote  of the  limited  partners  on  the  Partnership's  sale  of the
Littlerock System contained inadequate and misleading information concerning the
fairness of the transaction,  which the plaintiff claims caused Jones Intercable
to breach its  fiduciary  duty of candor to the limited  partners  and which the
plaintiff claims constituted acts and omissions in violation of Section 14(a) of
the  Securities  Exchange Act of 1934,  as amended.  Plaintiff  also claims that
Jones Intercable breached the contractual provision of the Partnership's limited
partnership agreement requiring that the sale price be determined by the average
of three separate, independent appraisals, challenging both the independence and
the  currency  of  the  appraisals.  The  complaint  finally  seeks  declaratory
injunctive   relief  to  prevent  Jones   Intercable  from  making  use  of  the
Partnership's funds to finance Jones Intercable's defense of this litigation.

         In  August  1999,  Jones  Intercable  was named a  defendant  in a case
captioned  Gramercy  Park  Investments,  LP,  Cobble  Hill  Investments,  LP and
Madison/AG  Partnership Value Partners II, plaintiffs v. Jones Intercable,  Inc.
and Glenn R.  Jones,  defendants,  and Cable TV Fund 12-B,  Ltd.,  Cable TV Fund
12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and Cable TV Fund
14-B, Ltd., nominal defendants (U.S. District Court, District of Colorado, Civil
Action  No.  99-B-1508)  (the  "Gramercy  Park"  case)  brought  as a class  and
derivative action by limited partners of the named partnerships. The plaintiffs'
complaint  alleges that the defendants  made false and misleading  statements to
the  limited  partners  of  the  named   partnerships  in  connection  with  the
solicitation  of proxies and the votes of the  limited  partners on the sales of
the Palmdale System,  the Albuquerque,  New Mexico cable  communications  system
(the  "Albuquerque  System"),  the Littlerock,  California cable  communications
system  (the  "Littlerock  System")  and  the  Calvert  County,  Maryland  cable
communications system (the "Calvert

                                        4

<PAGE>


                            CABLE TV FUND 14-B, LTD.
                             (A Limited Partnership)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

County  System") by the named  partnerships  to Jones  Intercable  or one of its
subsidiaries  in violation of Sections 14 and 20 of the Securities  Exchange Act
of  1934,  as  amended.  The  plaintiffs  specifically  allege  that  the  proxy
statements  delivered  to the limited  partners in  connection  with the limited
partners'  votes on these  sales were false,  misleading  and failed to disclose
material  facts  necessary  to make  the  statements  made not  misleading.  The
plaintiffs'  complaint also alleges that the defendants breached their fiduciary
duties  to the  plaintiffs  and to  the  other  limited  partners  of the  named
partnerships and to the named  partnerships in connection with the various sales
of the Albuquerque  System,  the Palmdale System,  the Littlerock System and the
Calvert County System to subsidiaries of Jones Intercable. The complaint alleges
that Jones Intercable  acquired these cable  communications  systems at unfairly
low prices that did not accurately reflect the market values of the systems. The
plaintiffs seek on their own behalf and on behalf of all other limited  partners
compensatory  and nominal  damages,  the costs and  expenses of the  litigation,
including  reasonable  attorneys'  and experts' fees, and punitive and exemplary
damages.

         In  August  1999,  Jones  Intercable  was named a  defendant  in a case
captioned  William  Barzler,  plaintiff v. Jones  Intercable,  Inc. and Glenn R.
Jones, defendants and Cable TV Fund 14-B, Ltd., nominal defendant (U.S. District
Court, District of Colorado,  Civil Action No. 99-B-1604) ("Barzler") brought as
a class and derivative action by a limited partner of the named partnership. The
substance of the Barzler  plaintiff's  complaint  is similar to the  allegations
raised in the Gramercy  Park case except that it relates only to the sale of the
Littlerock System by the Partnership.

         In September  1999,  Jones  Intercable  was named a defendant in a case
captioned  Sheryle  Trainer,  plaintiff v. Jones  Intercable,  Inc. and Glenn R.
Jones,  defendants,  and  Cable TV Fund  14-B,  Ltd.,  nominal  defendant  (U.S.
District Court,  District of Colorado,  Civil Action No. 99-B-1751)  ("Trainer")
brought  as a class and  derivative  action by a  limited  partner  of the named
partnership.  The substance of the Trainer  plaintiff's  complaint is similar to
the allegations  raised in the Gramercy Park case except that it relates only to
the sale of the Littlerock System by the Partnership.

         In September  1999,  Jones  Intercable  was named a defendant in a case
captioned Mary Schumacher,  Charles McKenzie and Geraldine Lucas,  plaintiffs v.
Jones  Intercable,  Inc. and Glenn R. Jones,  defendants and Cable TV Fund 12-B,
Ltd.,  Cable TV Fund 12-C,  Ltd.,  Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A,
Ltd. and Cable TV Fund 14-B,  Ltd.,  nominal  defendants  (U.S.  District Court,
District of Colorado,  Civil Action No. 99-WM-1702)  ("Schumacher") brought as a
class and derivative action by three limited partners of the named partnerships.
The  substance  of  the  Schumacher  plaintiffs'  complaint  is  similar  to the
allegations raised in the Gramercy Park case.

         In September  1999,  Jones  Intercable  was named a defendant in a case
captioned Robert Margolin, Henry Wahlgren and Joan Wahlgren, plaintiffs v. Jones
Intercable,  Inc. and Glenn R. Jones,  defendants and Cable TV Fund 12-B,  Ltd.,
Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and
Cable TV Fund 14-B, Ltd., nominal defendants (U.S.  District Court,  District of
Colorado,  Civil  Action  No.  99-B-1778)  ("Margolin")  brought  as a class and
derivative  action by three  limited  partners  of the named  partnerships.  The
substance of the Margolin  plaintiffs'  complaint is similar to the  allegations
raised in the Gramercy Park case.

         In November 1999, the United States  District Court for the District of
Colorado  entered  an order  consolidating  all of the cases  challenging  Jones
Intercable's acquisitions of the Albuquerque,  Palmdale,  Littlerock and Calvert
County Systems because these cases involve common questions of law and fact. The
cases are  presented as both class and  derivative  actions.  In June 2001,  the
plaintiffs filed a motion for class  certification.  In August 2001, the General
Partner  filed  a  brief  in  opposition   to   plaintiffs'   motion  for  class
certification.  In September 2002, the court granted the plaintiffs'  motion for
class certification. A trial date has not yet been set by the court.

         The General  Partner  believes that the defendants have defenses to the
plaintiffs'  claims for  relief and  challenges  to the  plaintiffs'  claims for
damages,  and the General Partner  intends to defend these lawsuits  vigorously.
All amounts to be paid, if any, as a result of the  litigation  described  above
are the responsibility of the General Partner,  subject to  indemnification  and
other  rights  of the  General  Partner  pursuant  to the  terms of the  limited
partnership agreements.


                                        5

<PAGE>


                            CABLE TV FUND 14-B, LTD.
                             (A Limited Partnership)

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

FINANCIAL CONDITION

         The only  asset of the  Partnership  at March 31,  2003 was its cash on
hand,  which is being held in reserve  to pay the  Partnership's  administrative
expenses until the  Partnership is dissolved.  The  Partnership has continued in
existence because of pending  litigation in which the Partnership is a party. It
cannot be predicted when the Partnership will be dissolved.

RESULTS OF OPERATIONS

         Administrative   expenses  and  other  in  the  accompanying  condensed
statement  of  operations   represents   various  costs   associated   with  the
administration of the Partnership.

Item 4.  Controls and Procedures

         (a) Disclosure controls and procedures. Our chief executive officer and
our co-chief  financial  officers,  after  evaluating the  effectiveness  of our
"disclosure  controls and procedures" (as defined in the Securities Exchange Act
of 1934 Rules  13a-14(c)  and  15d-14(c)) as of a date (the  "Evaluation  Date")
within 90 days before the filing date of this quarterly  report,  have concluded
that as of the  Evaluation  Date, our  disclosure  controls and procedures  were
adequate and designed to ensure that material  information  relating to us would
be made known to them.

         (b) Changes in internal controls.  There were no significant changes in
our  internal  controls  or to  our  knowledge,  in  other  factors  that  could
significantly  affect our internal  controls and  procedures  subsequent  to the
Evaluation Date.

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         Refer to Note 3 to our condensed financial  statements included in this
Quarterly Report on Form 10-Q for a discussion of recent developments related to
our legal proceedings.

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

         a)   Exhibits

              None.

         b) Reports on Form 8-K

              None.





                                        6

<PAGE>



                                   SIGNATURES


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



                                    CABLE TV FUND 14-B, LTD.


                                    BY:   COMCAST CABLE COMMUNICATIONS, INC.
                                          --------------------------------------
                                          General Partner


                                    By:   /s/ Lawrence J. Salva
                                          --------------------------------------
                                          Lawrence J. Salva
                                          Senior Vice President
                                          (Principal Accounting Officer)

Dated: May 14, 2003


                                        7

<PAGE>



                                 CERTIFICATIONS

I, Brian L. Roberts, certify that:

1.   I have reviewed this  quarterly  report on Form 10-Q of Cable TV Fund 14-B,
     Ltd.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     a)  all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

     b)  any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: May 14, 2003



/s/ Brian L. Roberts
--------------------------------------------
Name: Brian L. Roberts
Chief Executive Officer





                                        8

<PAGE>



I, Lawrence S. Smith, certify that:

1.   I have reviewed this  quarterly  report on Form 10-Q of Cable TV Fund 14-B,
     Ltd.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     a)  all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

     b)  any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: May 14, 2003



/s/ Lawrence S. Smith
-------------------------------------------
Name: Lawrence S. Smith
Co-Chief Financial Officer








                                        9

<PAGE>


I, John R. Alchin, certify that:

1.   I have reviewed this  quarterly  report on Form 10-Q of Cable TV Fund 14-B,
     Ltd.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     a)  all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

     b)  any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: May 14, 2003



/s/ John R. Alchin
--------------------------------------------
Name: John R. Alchin
Co-Chief Financial Officer






                                       10