UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB
                                   (Mark one)
            [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended: June 30, 2002

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ____________ to _____________


                         Commission file number: 0-16179
                                     -------

                                   Gexa Corp.

        (Exact name of small business issuer as specified in its charter)


                     Texas                                 76-0670175
                     -----                                 ----------
(State or other jurisdiction of                (IRS Employer Identification No.)
  incorporation or organization)


24 Greenway Plaza, Suite 1826, Houston, TX                    77046
------------------------------------------                    -----
    (Address of principal executive offices)               (Zip Code)


                                 (713)-961-9399

                           (Issuer's telephone number)





Check whether the issuer (1) filed all reports required to be filed by section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such report (s), and (2) has
been subject to such filing requirements for the past 90 days. Yes [ ] No [X]

                      APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Common Stock, $.01 par value 7,373,422 shares outstanding as of June 30, 2002

Transitional Small Business Disclosure Format: Yes __ No X
                                                         -
<PAGE>


TABLE OF CONTENTS

                           PART I. FINANCIAL INFORMATION        Page

Item 1. Financial Statements                                     2
Item 2. Management's Plan of Operation                           8

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                        10
Item 2. Changes in Security                                      10
Item 3. Default 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                         11


                          PART I FINANCIAL INFORMATION


Item 1. Financial Statements
Set forth below are the financial statements for the Company for the three month
and six month periods ended June 30, 2002 and 2001.

                          INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>



                                                                                                             Page
<S>                                                                                                           <C>
  Balance Sheets June 30, 2002 (Unaudited) and December 31, 2001                                               2

  Statement of Operations for the Three Months ended June 30, 2002  and 2001 (Unaudited)                       3

  Statement of Operations for the Six Months ended June 30, 2002 and 2001 (Unaudited)                          4

  Statement of Cash Flow for the Six Months ended June 30, 2002 and 2001 (Unaudited)                           5

  Notes to Financial Statements                                                                                6


</TABLE>

                                       1

<PAGE>


<TABLE>
<CAPTION>

                                                      GEXA CORP.
                                               CONDENSED BALANCE SHEETS


                                                                                   June 30,             December 31,
                                    ASSETS                                           2002                   2001
                                                                               -----------------     -------------------
                                                                                 (unaudited)
Current assets:
<S>                                                                         <C>                   <C>
     Cash and cash equivalents                                              $         1,449,506   $             585,514
     Accounts receivable, net                                                         2,099,012                       -
     Employee advances                                                                    6,458                       -
                                                                               -----------------     -------------------
       Total current assets                                                           3,554,976                 585,514
                                                                               -----------------     -------------------

Property and equipment:
     Office equipment                                                                    70,021                       -
     Computer equipment                                                                  19,354                   1,550
     Computer software                                                                    7,438                       -
                                                                               -----------------     -------------------
                                                                                         96,813                   1,550

   Less:  Accumulated depreciation                                                        3,751                      78
                                                                               -----------------     -------------------
     Net property and equipment                                                          93,062                   1,472
                                                                               -----------------     -------------------

Other assets:
     Prepaids                                                                             4,691                       -
     EZ-Utilities website                                                                85,600                  85,600
     Deposit-PUC                                                                        100,000                 100,000
     Deferred financing costs, net of amortization                                      250,000                       -
     Other deposits                                                                      14,268                       -
     Deferred Income Tax                                                                123,924                 157,486
                                                                               -----------------     -------------------
     Total other assets                                                                 578,483                 343,086
                                                                               -----------------     -------------------

     Total assets                                                           $         4,226,521   $             930,072
                                                                               =================     ===================


                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                                       $         1,180,313   $             217,505
     Sales tax payable                                                                  239,683                       -
     Customer deposits                                                                  144,371                     350
                                                                               -----------------     -------------------
     Total current liabilities                                                        1,564,367                 217,855
                                                                               -----------------     -------------------

Long-term liabilities:
     Notes payable-officer                                                              100,000                 100,000
     Accrued interest payable                                                             7,740                   3,518
                                                                               -----------------     -------------------
     Total long-term liabilities                                                        107,740                 103,518
                                                                               -----------------     -------------------

     Total liabilities                                                                1,672,107                 321,373
                                                                               -----------------     -------------------

Stockholders' equity:
     Preferred stock $.05 par value; 2,500,000 shares authorized;
          508,214 issued and outstanding                                                 25,412                       -
     Additional paid-in capital-preferred stock                                         899,259                       -
     Common stock, $.01 par value; 75,000,000 shares authorized;
          7,373,422 shares issued and outstanding in 2002 and
         6,485,422 shares issued and outstanding in 2001                                 73,734                  64,854
     Additional paid-in capital-common stock                                          5,100,882               4,058,205
     Treasury Stock, Common Stock, $.01 par value; 60,000 shares                       (60,000)                       -
     Less:  Stock subscriptions receivable                                             (22,561)                       -
     Accumulated deficit                                                            (3,462,312)             (3,514,360)
                                                                               -----------------     -------------------

     Total stockholders' equity                                                       2,554,414                 608,699
                                                                               -----------------     -------------------

     Total liabilities and stockholders' equity                             $         4,226,521   $             930,072
                                                                               =================     ===================

See accompanying notes to condensed financial statements.

</TABLE>

                                       2

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<TABLE>
<CAPTION>


                                                    GEXA CORPORATION
                                           CONDENSED STATEMENTS OF OPERATIONS
                                                      (unaudited)

                                                                 For the               For the
                                                                  Three                 Three
                                                               Months Ended          Months Ended
                                                                 June 30,              June 30,
                                                                   2002                  2001
                                                             -----------------     -----------------


<S>                                                       <C>                   <C>
Sales                                                     $         2,669,499   $                 -

Cost of sales                                                       1,777,386                     -
                                                             -----------------     -----------------

Gross profit                                                          892,113                     -

General and administrative expenses                                   362,383                14,421
                                                             -----------------     -----------------

Income (loss) from operations                                         529,730              (14,421)

Interest income                                                         4,735                     -

Interest expense                                                      (2,187)                     -
                                                             -----------------     -----------------

Net income (loss) before taxes                                        532,278              (14,421)
                                                             -----------------     -----------------
                                                             -----------------     -----------------

Income tax expense                                                     33,562                     -
                                                             -----------------     -----------------
                                                             -----------------     -----------------

Net income (loss)                                         $           498,716   $          (14,421)
                                                             =================     =================

Basic net income (loss) per share                         $               .07   $             (.00)
                                                             =================     =================

Basic weighted average shares outstanding                           7,373,422             4,856,526
                                                             =================     =================

Diluted net income (loss) per share                       $               .07   $             (.00)
                                                             =================     =================

Diluted weighted average shares outstanding                         7,673,422             4,856,526
                                                             =================     =================

See accompanying notes to condensed financial statements

</TABLE>

                                       3

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<TABLE>
<CAPTION>


                                                    GEXA CORPORATION
                                           CONDENSED STATEMENTS OF OPERATIONS
                                                      (unaudited)

                                                                 For the               For the
                                                                   Six                   Six
                                                               Months Ended          Months Ended
                                                                 June 30,              June 30,
                                                                   2002                  2001
                                                             -----------------     -----------------


<S>                                                       <C>                   <C>
Sales                                                     $         3,008,625   $                 -

Cost of sales                                                       2,092,114                     -
                                                             -----------------     -----------------

Gross profit (loss)                                                   916,511                     -

General and administrative expense                                    835,398                55,171
                                                             -----------------     -----------------

Income (loss) from operations                                          81,113              (55,171)

Interest income                                                         9,241                     -

Interest expense                                                      (4,298)                     -
                                                             -----------------     -----------------

Net income (loss) before taxes                            $            86,056   $          (55,171)
                                                             -----------------     -----------------

Income tax expense                                                     33,562
                                                             -----------------     -----------------

Net income (loss)                                                      52,494              (55,171)
                                                             =================     =================

Basic net income (loss) per share                         $               .01   $             (.02)
                                                             =================     =================

Basic weighted average shares outstanding                           7,199,231             2,850,154
                                                             =================     =================

Diluted net income (loss) per share                       $               .01   $             (.02)
                                                             =================     =================

Diluted weighted average shares outstanding                         7,499,231             2,850,154
                                                             =================     =================

See accompanying notes to condensed financial statements.

</TABLE>

                                       4

<TABLE>
<CAPTION>


                                                   GEXA CORPORATION
                                          CONDENSED STATEMENTS OF CASH FLOWS
                                                     (unaudited)

                                                               For the               For the
                                                                 Six                   Six
                                                             Months Ended          Months Ended
                                                               June 30,              June 30,
                                                                 2002                  2001
                                                           -----------------     -----------------


Cash flows from operating activities:
<S>                                                     <C>                   <C>
Net income (loss)                                       $            52,494   $          (55,171)
Adjustments to reconcile net income (loss) to
  net cash provided by (used in) operating activities
     Depreciation and amortization                                   53,673                     -
     Deferred income taxes                                           33,562
     Stock issued to officers, directors
      and consultants for services                                  279,250                40,750
     Stock issued to pay note interest                                    -                     -
     Increase in accounts receivable                            (2,099,012)                     -
     Increase in employee advances                                  (6,458)                     -
     Increase in deposits                                          (14,268)                     -
     Increase in prepaids                                           (4,691)
     Increase in accounts payable                                   962,808                     -
     Sales tax payable                                              239,683                     -
     Increase in customer deposits                                  144,021                     -
     Increase in accrued interest payable                             4,222                     -
                                                           -----------------     -----------------

Net cash used in operating activities                             (354,716)              (14,421)
                                                           -----------------     -----------------

Cash flows from investing activities:
     Purchase of property and equipment                            (95,263)                     -
                                                           -----------------     -----------------

Net cash used in investing activities                              (95,263)                     -
                                                           -----------------     -----------------

Cash flows from financing activities:
     Proceeds from the sale of preferred stock                    1,013,501                     -
     Proceeds from notes payable                                          -               200,000
     Proceeds from sale of common stock                             599,425                50,000
     Payments to corporate consultants                                    -              (33,500)
     Increase in treasury stock                                    (60,000)                     -
     Increase in stock subscriptions receivable                    (22,561)                     -
     Payments to stock brokers                                    (216,394)                     -
                                                           -----------------     -----------------

Net cash provided by financing activities                         1,313,971               216,500
                                                           -----------------     -----------------

Net change in cash                                                  863,992               202,079

Cash and cash equivalents at beginning of period                    585,514                     -
                                                           -----------------     -----------------

Cash and cash equivalents at end of period              $         1,449,506   $           202,079
                                                           =================     =================
                Supplemental Disclosure of Cash Flows Information

     Cash paid during the period for interest           $             2,187   $                 -
                                                           =================     =================

</TABLE>


                 Supplemental Disclosure of Noncash Transactions


During the three months ended March 31, 2002, the Board authorized the issuance
of 86,000 shares of common stock to consultants for services valued at $88,750
and 3,000 shares of common stock to an employee for services valued at $3,000.

During the three months ended March 31, 2002, the Company issued common stock
options warrants to its primary creditor as part of the Company's financing
agreement. The options for 300,000 shares are valued at $300,000 and will be
amortized at $8,333 per month over the three year term of the financing
agreement. See Note 3.

During the three months ended March 31, 2002, three employees exercised their
stock options to purchase 32,000 shares of common stock at $1.00 per share but
have not yet paid for them, resulting in stock subscriptions receivable of
$32,000. During the three months ended June 30, 2002, one of the three employees
was terminated and that employee's 5,000 shares were canceled. The other two
employees made timely payments on their stock subscriptions totaling $4,439
leaving a net balance of $22,561 at June 30, 2002. The shares are being held by
the company for the benefit of those two employees until payment has been made
in full.

See accompanying notes to condensed financial statements.

                                       5

<PAGE>



                                   GEXA CORP.
              Notes to the Unaudited Condensed Financial Statements
                                   (unaudited)
                                  June 30, 2002

1. Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Regulation S-B of the Securities
and Exchange Commission. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements and should be read in conjunction with Notes to Financial
Statements contained in the Company's Annual Report on Form 10-KSB/A for the
year ended December 31, 2001. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three months ended
June 30, 2002 and the six months ended June 30, 2002 are not necessarily
indicative of the results that may be expected for the year ended December 31,
2002.

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reporting
period. Actual results could differ from those estimates.



Revenue and Cost Recognition

Net revenue from sales of electric power is recognized as the power is delivered
to the Company's customers. Net revenue represents the total proceeds from
energy sales. Direct energy costs include electric power purchased, sales
commissions, and pass through charges from the TDSP providers in the areas we
service- TXU in the greater Dallas area and Reliant in the greater Houston area.
TDSP charges are costs for metering services and maintenance of the electric
grid. General and administrative expenses include salaries for corporate
personnel, rent expenses, insurance, bad debt expense, depreciation, marketing
and other costs of running the corporate offices.


                                       6

<PAGE>


Unbilled Receivables

The Company's customers are billed monthly at various dates throughout the
month. Unbilled receivables represent the revenues associated with electric
power delivered to customers as of the end of the month, but not yet billed.

The  Company has also  recorded  an  Allowance  for  Doubtful  Accounts to cover
expected bad debt losses from customer default.  The balance at June 30, 2002 is
approximately 1.7% of total Accounts Receivable.

As of June 30, 2002, Accounts Receivable contains billed revenue, allowance for
doubtful accounts and unbilled revenue as follows,

Billed Receivables                                  $               737,441
Allowance for Doubtful Accounts                                    (34,594)
Unbilled Receivables                                              1,396,165
                                                        --------------------

Accounts Receivable, net                                          2,099,012
                                                        --------------------

Equity Transactions

During the three months ended March 31, 2002, the Board authorized the issuance
of 86,000 shares of common stock to consultants for services valued at $88,750
and 3,000 shares of common stock to an employee for services valued at $3,000.

As of January 1, 2002, the Company entered into an agreement with an unrelated
corporation who will provide a credit facility. The corporation will receive a
graduated credit fee beginning at the rate of 0.50% for the first $2,500,000 of
electricity purchases. The corporation also received 300,000 stock options
exercisable at $0.05 per share beginning on December 31, 2004. The corporation's
stock options represent a 5% anti-dilution equity ownership through December 31,
2004.

On February 11th, 2002 the Company sold 300,000 shares to a Board member in
exchange for $112,500 and a marketing agreement valued at $187,500.

During the six months ended June 30, 2002, 508,214 shares of preferred stock
were sold for $1,013,501. The Company also bought back 60,000 shares from one of
its shareholders for $60,000, recording it as Treasury stock.

During the three months ended March 31, 2002, three employees exercised their
stock options to purchase 32,000 shares of common stock at $1.00 per share but
have not yet paid for them, resulting in stock subscriptions receivable of
$32,000. During the three months ended June 30, 2002, one of the three employees
was terminated and that employee's 5,000 shares were canceled. The other two
employees made timely payments on their stock subscriptions totaling $4,439
leaving a net balance of $22,561 at June 30, 2002. The shares are being held by
the Company for the benefit of those two employees until payment has been made
in full.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities (SFAS No. 133), which establishes accounting and
reporting standards for derivative instruments and hedging activities. SFAS No.
133 requires that an entity recognize all derivates as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. The Company has not entered into any derivate instruments or
hedging contracts. The Company's long-term contracts for the purchase and sale
of electricity are considered "normal purchases" and "normal sales",
respectively, within the context of SFAS No. 133 and related pronouncements.

                                       7

<PAGE>


Item 2. Management's Plan of Operation

As used in this Quarterly Report, the terms "we", "us", "our" and the "Company"
mean Gexa Corp., a Texas corporation.

Forward-Looking Statements; Market Data

To the extent that we make any  forward-looking  statements in the "Management's
Plan of Operation" in this Quarterly Report,  we emphasize that  forward-looking
statements  involve risks and  uncertainties  and our actual  results may differ
materially  from those expressed or implied by our  forward-looking  statements.
All  forward-looking  statements in this  Quarterly  Report  reflect our current
views about future events and are based on assumptions  and are subject to risks
and uncertainties.  Generally,  forward-looking  statements include phrases with
words such as  "expect",  "anticipate",  "intend",  "plan",  "believe",  "seek",
"estimate" and similar expressions to identify forward-looking statements.

This Quarterly Report contains disclosure related to our business of reselling
electricity which became a deregulated industry effective January 1, 2002. On
June 19, 2001, Gexa submitted an application to the Public Utility Commission of
the State of Texas for the purpose of becoming a retail reseller of electricity
to residential and small commercial customers in Texas. Under Texas law,
beginning January 1, 2002, customers were able to elect to purchase electricity
from independent resellers, such as Gexa. Our pursuit of this new business
opportunity may involve certain estimates and plans related to the business of
reselling electricity, which is a newly deregulated industry, which assumes
certain events, trends and activities will occur and the projected information
based on those assumptions. We do not know that any assumptions that we may make
will be accurate. In particular, we do not know and cannot predict with any
degree of certainty the growth of industry of reselling electricity in the
market in State of Texas in which we seek to operate. If our assumptions are
wrong about any events, trends and activities, and specifically about this new
business opportunity, it could have a significant impact on our business
operations. Our efforts regarding this new business opportunity may be wrong
because of our limited resources.


                                       8

<PAGE>

Liquidity and Capital Resources

At June 30, 2002, we had current assets of $3,554,976, consisting primarily of
cash and cash equivalents and accounts receivable. As of June 30, 2002, we had
other assets of $578,483 which included a ninety day certificate of deposit in
the amount of $100,000 required by the State of Texas Public Utility Commission
in connection with our application to become a reseller of electricity after
commencement of deregulation on January 1, 2001. Other assets also included
prepaid expenses of $4,691, a data base valued at $85,600, a deferred income tax
asset of $123,924 and $250,000, net of amortization, in common stock options
issued to our guarantor as part of our three year financing agreement.

Our total assets at June 30, 2002 were $4,226,521. At June 30, 2002, we had
current liabilities of $1,564,367, which consisted of accounts payable, accrued
electricity and TDSP charges, sales tax payable and customer deposits. Our
long-term liabilities consisted of an interest bearing five year promissory note
at 6% issued to our Chairman in the amount of $100,000.

During the six-month period ended June 30, 2002, we had a negative cash flow
from operations of $354,716. Our financing activities provided us with
$1,313,971. We received proceeds from the sale of restricted stock in the amount
of $1,612,926. These proceeds were offset by commission payments of $216,394.

We may seek to raise additional funds from the sale of equity or debt securities
or other borrowings or a combination thereof as part of our business plan to
resell electricity in the State of Texas. There can be no assurance that we will
be able to continue to operate through the issuance of notes, restricted shares
of common stock or other instruments, including the issuance of shares for
services provided to us or will be able to raise funds through the issuance of
shares. We have no written agreement with our CEO/chairman or with any other
affiliate or unaffiliated person to provide any continued funding. The Company
has no outstanding loans to any of its officers and has adopted a resolution to
not make any loans to its officers.

There are currently no limitations on our ability to borrow funds or issue
restricted common stock to finance potential new business opportunities.
However, our limited resources and lack of operating history may make it
difficult to do so. The amount and nature of any borrowing by us will depend on
numerous factors, including our capital requirements, potential lenders'
evaluation of our ability to meet debt service on borrowing and the then
prevailing conditions in the financial markets, as well as general economic
conditions. We do not have any arrangements with any bank or financial
institution to secure additional financing and there can be no assurance that
such arrangements, if required or otherwise sought, would be available on terms
commercially acceptable or otherwise in our best interests. Our inability to
borrow funds or to provide funds for an additional infusion of capital may have
a material adverse effect on our financial condition and future prospects. To
the extent that additional debt financing ultimately proves to be available, any
borrowing will subject us to various risks traditionally associated with
indebtedness, including the risks of interest rate fluctuations and
insufficiency of cash flow to pay principal and interest.


                                       9

<PAGE>


                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Security

(c) Equity securities of the registrant sold by the registrant during the period
ended June 30, 2002 that were not registered under the Securities Act. During
the six month period ended June 30, 2002, we issued 508,214 shares of preferred
stock that were not registered under the Act. We relied upon Section 4(2) and
Rule 506 of Regulation D of the Act as the basis for the exemption from the
registration requirements of the Act and there was public solicitation involved.
The shares of preferred stock were sold to private investors who are "accredited
investors" as defined under Rule 501(a)(3) under the Act. All recipients either
received adequate information about the Company or had access, through
employment or other relationships, to such information.

Name of Holder      Date of Issuance   Number Preferred Stock    Consideration


Private Investors       06-30-02               508,214           $1,013,501 (1)
-----------------

(1) The Company believes these transactions were exempt from registration
pursuant to Section 4 (2) and Rule 506 of Regulation D of the Act as privately
negotiated, isolated, non-recurring transactions not involving any public
solicitation. The purchasers in each case represented their intention to acquire
the securities for investment only and not with a view to the distribution
thereof. Appropriate restrictive legends are affixed to the stock certificates
issued in such transactions. All recipients either received adequate information
about the Company or had access to such information. In addition, the purchasers
described above were "accredited investors" (as that term is defined in Rule
501(a)(3) promulgated under the Act).

                                       10

<PAGE>


Item 3. Default Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

 Exhibit No.  Document Description

    3(i)      Articles of Incorporation and amendments (filed as Exhibits to
              the Company's Registration  Statement on Form 10-12g filed on
              September 3, 1987 and are incorporated herein by reference)

   3(ii)      Bylaws (filed as Exhibit to the Company's Registration Statement
              on Form 10-12g, filed on  September 3, 1987 and are incorporated
              herein by reference)

  13(i)       The Registrant's Current Report on Form 8-K filed on June 21
              and November 27, 2001, which are incorporated by reference.

(b) Form 8-K.

Current Report on Form 8-K dated August 7, 2002, announcing a change in the
Company's independent auditor to Hein + Associates LLP.

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the small business
issuer has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Gexa Corp.

By: /s/ Marcie Zlotnik
Marcie Zlotnik, President and Director
Dated: August 14, 2002
Houston, Texas

                                       11
<PAGE>

Certification Pursuant to Section 906 of the Sarbanes-Oakley Act of 2002

In connection with the filing of the Quarterly Report on Form 10-Q for the
Quarter ended June 30, 2002 by Gexa Corp. the undersigned hereby certifies that:

1.   The report fully complies with the requirements of section 13(a) or 15 (d)
     of the Securities Exchange Act of 1934, as amended, and

2.   The information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of Registrant.


------------------------------
S:/Neil Leibman/
Chairman and Chief Executive Officer


                                       12
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