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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 June 30, 2002
|          
|           |   |  | OR                                                                                                                                   
|          
|           | o |  | 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: 0-12128                                                                                                      

Matritech, Inc.

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(Exact Name of Registrant as Specified in Its Charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 04-2985132                          
|                                                               |  |                                     
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)

330 Nevada Street, Newton, Massachusetts 02460

---

(Address of Principal Executive Offices) (Zip Code)


(617) 928-0820

---

(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.

Yesx
Noo

As of August 1, 2002, there were 30,678,554 shares of the Registrants
Common Stock outstanding.

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TABLE OF CONTENTS



|                                              |                                                                                                |                                                       |  |  |  |  |  | 
|--------------------------------------------- | ---------------------------------------------------------------------------------------------- | ----------------------------------------------------- |  |  |  |  |  | 
|PART I.  FINANCIAL INFORMATION               
|                                              | Item 1.  Financial Statements                                                                 
|                                              |                                                                                                | CONSOLIDATED BALANCE SHEETS                          
|                                              |                                                                                                | CONSOLIDATED STATEMENTS OF OPERATIONS                
|                                              |                                                                                                | CONSOLIDATED STATEMENTS OF CASH FLOWS                
|                                              |                                                                                                | NOTES TO UNAUDITED, CONSOLIDATED FINANCIAL STATEMENTS
|                                              | Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                              | Item 3.   Quantitative and Qualitative Disclosures About Market Risk.                         
|PART II. OTHER INFORMATION                   
|                                              | Item 4.  Submission of Matters to a Vote of Security Holders                                  
|                                              | Item 6.  Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                   
|EX-99.1 Certification Pursuant to Section 906
|EX-99.2 Certification Pursuant to Section 906



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##### Table of Contents



MATRITECH, INC.

INDEX

|        |            |                       |                                                                                       |                                                                                                            |  |      |   | 
|------- | ---------- | --------------------- | ------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------- |  | ---- | - | 
|        |            |                       |                                                                                       |                                                                                                            |  | Page
|        |            |                       |                                                                                       |                                                                                                            |  |     
|PART I  |            | FINANCIAL INFORMATION |                                                                                       |                                                                                                            | 
|       
|        | Item 1.    |                       | Financial Statements                                                                  |                                                                                                            |  |      |  
|       
|        |            |                       |                                                                                       | Consolidated Balance Sheets as of December 31, 2001
and June 30, 2002 (unaudited)                          |  |      | 3 | 
|       
|        |            |                       |                                                                                       | Unaudited, Consolidated Statements of Operations for the three
and six months ended June 30, 2001 and 2002 |  |      | 4 | 
|       
|        |            |                       |                                                                                       | Unaudited, Consolidated Statements of Cash Flows for the six
months ended June 30, 2001 and 2002           |  |      | 5 | 
|       
|        |            |                       |                                                                                       | Notes to Unaudited, Consolidated Financial Statements                                                      |  |      | 6 | 
|       
|        | Item 2.    |                       | Managements Discussion and Analysis of
Financial Condition and Results of Operations |                                                                                                            |  | 7    |  
|       
|        | Item 3.    |                       | Quantitative and Qualitative Disclosures About
Market Risk                            |                                                                                                            |  | 12   |  
|       
|PART II |            | OTHER INFORMATION     |                                                                                       |                                                                                                            | 
|       
|        | Item 4.    |                       | Submission of Matters to a Vote of Security Holders                                   |                                                                                                            |  | 13   |  
|       
|        | Item 6.    |                       | Exhibits and Reports on Form 8-K                                                      |                                                                                                            |  | 13   |  
|       
|        | SIGNATURES |                       |                                                                                       | 14                                                                                                         | 

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PART I.  FINANCIAL INFORMATION




Item 1.  Financial Statements




MATRITECH, INC.
CONSOLIDATED BALANCE SHEETS

|                                       |                                                                                                                                           |                            |           |             |           |              |           |             |           |  |  | 
|-------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | --------- | ----------- | --------- | ------------ | --------- | ----------- | --------- |  |  | 
|                                       |                                                                                                                                           |                            |           |             |           | December 31, |           | June 30,   
|                                       |                                                                                                                                           |                            |           |             |           | 2001         |           | 2002       
|                                       |                                                                                                                                           |                            |           |             |           |              |           |            
|ASSETS                                 |                                                                                                                                           |                            |           | (unaudited)
|CURRENT ASSETS:                        |                                                                                                                                           |                            |           |             |           |              |           |            
|                                       | Cash and cash equivalents                                                                                                                 |                            | $         | 4,819,733   |           |              | $         | 4,883,502   |          
|                                       | Accounts receivable, net                                                                                                                  |                            |           | 291,902     |           |              |           | 483,250     |          
|                                       | Inventories                                                                                                                               |                            |           | 337,087     |           |              |           | 395,864     |          
|                                       | Prepaid expenses and other current assets                                                                                                 |                            |           | 176,748     |           |              |           | 175,268     |          
|                                       |                                                                                                                                           |                            |           |             |           |              |           |            
|                                       |                                                                                                                                           | Total current assets       |           |             | 5,625,470 |              |           |             | 5,937,884 | 
|                                       |                                                                                                                                           |                            |           |             |           |              |           |            
|Property and equipment, at cost:       |                                                                                                                                           |                            |           |             |           |              |           |            
|                                       | Laboratory equipment                                                                                                                      |                            |           | 1,898,125   |           |              |           | 1,752,553   |          
|                                       | Office equipment                                                                                                                          |                            |           | 273,148     |           |              |           | 299,237     |          
|                                       | Laboratory furniture                                                                                                                      |                            |           | 62,739      |           |              |           | 62,739      |          
|                                       | Leasehold improvements                                                                                                                    |                            |           | 88,865      |           |              |           | 88,865      |          
|                                       | Automobiles                                                                                                                               |                            |           | 33,205      |           |              |           | 36,978      |          
|                                       |                                                                                                                                           |                            |           |             |           |              |           |            
|                                       |                                                                                                                                           |                            | 2,356,082 |             |           |              | 2,240,372 |            
|                                       | LessAccumulated depreciation and amortization                                                                                            |                            |           | 1,636,365   |           |              |           | 1,624,431   |          
|                                       |                                                                                                                                           |                            |           |             |           |              |           |            
|                                       |                                                                                                                                           |                            | 719,717   |             |           |              | 615,941   |            
|                                       |                                                                                                                                           |                            |           |             |           |              |           |            
|Goodwill, net                          |                                                                                                                                           |                            | 132,615   |             |           |              | 132,615   |            
|Other assets                           |                                                                                                                                           |                            | 134,458   |             |           |              | 136,270   |            
|                                       |                                                                                                                                           |                            |           |             |           |              |           |            
|Total assets                           |                                                                                                                                           | $                          | 6,612,260 |             |           | $            | 6,822,710 |            
|                                       |                                                                                                                                           |                            |           |             |           |              |           |            
|LIABILITIES AND STOCKHOLDERS EQUITY   |                                                                                                                                           |                            |           |            
|CURRENT LIABILITIES:                   |                                                                                                                                           |                            |           |             |           |              |           |            
|                                       | Current maturities of notes payable                                                                                                       |                            | $         | 46,366      |           |              | $         | 50,392      |          
|                                       | Accounts payable                                                                                                                          |                            |           | 491,993     |           |              |           | 453,982     |          
|                                       | Accrued expenses                                                                                                                          |                            |           | 720,201     |           |              |           | 604,756     |          
|                                       | Deferred revenue                                                                                                                          |                            |           | 29,538      |           |              |           | 31,344      |          
|                                       |                                                                                                                                           |                            |           |             |           |              |           |            
|                                       |                                                                                                                                           | Total current liabilities  |           |             | 1,288,098 |              |           |             | 1,140,474 | 
|                                       |                                                                                                                                           |                            |           |             |           |              |           |            
|Notes payable, less current maturities |                                                                                                                                           |                            | 102,300   |             |           |              | 83,357    |            
|Deferred revenue                       |                                                                                                                                           |                            |          |             |           |              | 187,900   |            
|                                       |                                                                                                                                           |                            |           |             |           |              |           |            
|Total
liabilities                      |                                                                                                                                           | $                          | 1,390,398 |             |           | $            | 1,411,731 |            
|                                       |                                                                                                                                           |                            |           |             |           |              |           |            
|STOCKHOLDERS EQUITY:                  |                                                                                                                                           |                            |           |             |           |              |           |            
|                                       | Preferred stock, $1.00 par value
Authorized4,000,000 shares
Issued and outstandingno shares                                             |                            |           |            |           |              |           |            |          
|                                       | Common stock, $0.01 par value
Authorized40,000,000 shares
Issued and outstanding28,332,073 shares in 2001 and 30,674,043
shares in 2002 |                            |           | 283,321     |           |              |           | 306,740     |          
|                                       | Additional paid-in capital                                                                                                                |                            |           | 67,882,572  |           |              |           | 72,046,209  |          
|                                       | Deferred compensation                                                                                                                     |                            |           | (107,146    | )         |              |           | (71,428     | )        
|                                       | Cumulative translation adjustment                                                                                                         |                            |           | 5,428       |           |              |           | 29,899      |          
|                                       | Accumulated deficit                                                                                                                       |                            |           | (62,842,313 | )         |              |           | (66,900,441 | )        
|                                       |                                                                                                                                           |                            |           |             |           |              |           |            
|                                       |                                                                                                                                           | Total stockholders equity |           |             | 5,221,862 |              |           |             | 5,410,979 | 
|                                       |                                                                                                                                           |                            |           |             |           |              |           |            
|                                       | Total liabilities and stockholders equity                                                                                                |                            | $         | 6,612,260   |           |              | $         | 6,822,710   |          
|                                       |                                                                                                                                           |                            |           |             |           |              |           |            

See accompanying notes to unaudited, consolidated financial statements.

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MATRITECH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

|                                                                       |                                     |   |                    |            |                  |   |            |            |      |   |            |            |   |   |            |            |  
|---------------------------------------------------------------------- | ----------------------------------- | - | ------------------ | ---------- | ---------------- | - | ---------- | ---------- | ---- | - | ---------- | ---------- | - | - | ---------- | ---------- | -
|                                                                       |                                     |   | Three Months Ended |            | Six Months Ended
|                                                                       |                                     |   | June 30,           |            | June 30,        
|                                                                       |                                     |   |                    |            |                 
|                                                                       |                                     |   | 2001               |            | 2002             |   | 2001       |            | 2002
|                                                                       |                                     |   |                    |            |                  |   |            |            |     
|Revenues:                                                              |                                     |   |                    |            |                  |   |            |            |      |   |            |            |   |   |            |           
|                                                                       | Product sales                       |   | $                  | 586,162    |                  |   | $          | 777,588    |      |   | $          | 1,183,109  |   |   | $          | 1,508,029  |  
|                                                                       | Alliance and collaboration revenue  |   |                    |           |                  |   |            | 88,637     |      |   |            |           |   |   |            | 157,592    |  
|                                                                       |                                     |   |                    |            |                  |   |            |            |      |   |            |            |   |   |            |           
|                                                                       | Total revenue                       |   |                    | 586,162    |                  |   |            | 866,225    |      |   |            | 1,183,109  |   |   |            | 1,665,621  |  
|Expenses:                                                              |                                     |   |                    |            |                  |   |            |            |      |   |            |            |   |   |            |           
|                                                                       | Cost of product sales               |   |                    | 409,221    |                  |   |            | 535,475    |      |   |            | 851,027    |   |   |            | 1,019,375  |  
|                                                                       | Research, development and clinical  |   |                    | 748,582    |                  |   |            | 978,318    |      |   |            | 1,391,238  |   |   |            | 1,981,394  |  
|                                                                       | Selling, general and administrative |   |                    | 1,794,267  |                  |   |            | 1,349,001  |      |   |            | 3,562,120  |   |   |            | 2,764,990  |  
|                                                                       |                                     |   |                    |            |                  |   |            |            |      |   |            |            |   |   |            |           
|                                                                       | Total operating expenses            |   |                    | 2,952,070  |                  |   |            | 2,862,794  |      |   |            | 5,804,385  |   |   |            | 5,765,759  |  
|                                                                       |                                     |   |                    |            |                  |   |            |            |      |   |            |            |   |   |            |           
|                                                                       | Loss from operations                |   |                    | (2,365,908 | )                |   |            | (1,996,569 | )    |   |            | (4,621,276 | ) |   |            | (4,100,138 | )
|                                                                       |                                     |   |                    |            |                  |   |            |            |      |   |            |            |   |   |            |           
|                                                                       | Interest income                     |   |                    | 41,521     |                  |   |            | 27,106     |      |   |            | 107,193    |   |   |            | 47,311     |  
|                                                                       | Interest expense                    |   |                    | 3,126      |                  |   |            | 2,670      |      |   |            | 7,453      |   |   |            | 5,301      |  
|                                                                       |                                     |   |                    |            |                  |   |            |            |      |   |            |            |   |   |            |           
|Net loss                                                               |                                     | $ | (2,327,513         | )          |                  | $ | (1,972,133 | )          |      | $ | (4,521,536 | )          |   | $ | (4,058,128 | )         
|                                                                       |                                     |   |                    |            |                  |   |            |            |      |   |            |            |   |   |            |           
|Basic
and diluted net loss per common
share                            |                                     | $ | (0.09              | )          |                  | $ | (0.06      | )          |      | $ | (0.18      | )          |   | $ | (0.14      | )         
|                                                                       |                                     |   |                    |            |                  |   |            |            |      |   |            |            |   |   |            |           
|Basic
and diluted weighted average
number of common shares
outstanding |                                     |   | 25,953,263         |            |                  |   | 30,646,796 |            |      |   | 25,824,463 |            |   |   | 30,044,330 |           
|                                                                       |                                     |   |                    |            |                  |   |            |            |      |   |            |            |   |   |            |           

See accompanying notes to unaudited, consolidated financial statements.

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MATRITECH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                 |                                                                             |                                                           |                                           |                                           |           |                  |            |            |        |          |            |  
|------------------------------------------------ | --------------------------------------------------------------------------- | --------------------------------------------------------- | ----------------------------------------- | ----------------------------------------- | --------- | ---------------- | ---------- | ---------- | ------ | -------- | ---------- | -
|                                                 |                                                                             |                                                           |                                           |                                           |           | Six Months Ended
|                                                 |                                                                             |                                                           |                                           |                                           |           | June 30,        
|                                                 |                                                                             |                                                           |                                           |                                           |           |                 
|                                                 |                                                                             |                                                           |                                           |                                           |           | 2001             |            | 2002      
|                                                 |                                                                             |                                                           |                                           |                                           |           |                  |            |           
|Cash Flows from Operating Activities:            |                                                                             |                                                           |                                           |                                           |           |                  |            |           
|                                                 | Net loss                                                                    |                                                           | $                                         | (4,521,536                                | )         |                  | $          | (4,058,128 | )     
|                                                 | Adjustments to reconcile net loss to net cash used in operating
activities: |                                                           |                                           |                                           |           |                  |            |            |       
|                                                 |                                                                             | Depreciation and amortization                             |                                           |                                           | 112,080   |                  |            |            | 87,035 |         
|                                                 |                                                                             | Amortization of deferred compensation                     |                                           |                                           | 66,418    |                  |            |            | 35,718 |         
|                                                 |                                                                             | Compensation related to issuance of common stock warrants |                                           |                                           | 1,020,684 |                  |            |            | 13,588 |         
|                                                 |                                                                             |                                                           |                                           |                                           |           |                 
|                                                 |                                                                             | Changes in assets and liabilities:                        |                                           |                                           |           |                  |            |            |        |         
|                                                 |                                                                             |                                                           | Accounts receivable                       |                                           |           | (74,355          | )          |            |        | (170,889 | )         
|                                                 |                                                                             |                                                           | Inventories                               |                                           |           | 27,740           |            |            |        | (58,777  | )         
|                                                 |                                                                             |                                                           | Prepaid expenses and other current assets |                                           |           | 32,621           |            |            |        | 1,480    |           
|                                                 |                                                                             |                                                           | Other assets                              |                                           |           | 18,370           |            |            |        | (1,812   | )         
|                                                 |                                                                             |                                                           | Accounts payable                          |                                           |           | 93,231           |            |            |        | (38,011  | )         
|                                                 |                                                                             |                                                           | Accrued expenses                          |                                           |           | 84,048           |            |            |        | (73,390  | )         
|                                                 |                                                                             |                                                           | Deferred revenue                          |                                           |           | 29,302           |            |            |        | 189,706  |           
|                                                 |                                                                             |                                                           |                                           |                                           |           |                  |            |           
|                                                 |                                                                             |                                                           |                                           | Net cash used in operating activities     |           |                  | (3,111,397 | )          |        |          | (4,073,480 | )
|                                                 |                                                                             |                                                           |                                           |                                           |           |                  |            |           
|Cash Flows from Investing Activities:            |                                                                             |                                                           |                                           |                                           |           |                  |            |           
|                                                 | Purchases of property and equipment                                         |                                                           |                                           | (80,426                                   | )         |                  |            | (29,007    | )     
|                                                 |                                                                             |                                                           |                                           |                                           |           |                  |            |           
|                                                 |                                                                             |                                                           |                                           | Net cash used in investing activities     |           |                  | (80,426    | )          |        |          | (29,007    | )
|                                                 |                                                                             |                                                           |                                           |                                           |           |                  |            |           
|Cash Flows from Financing Activities:            |                                                                             |                                                           |                                           |                                           |           |                  |            |           
|                                                 | Payments on notes payable                                                   |                                                           |                                           | (83,269                                   | )         |                  |            | (26,579    | )     
|                                                 | Proceeds from sale of common stock and warrants                             |                                                           |                                           | 2,610,295                                 |           |                  |            | 4,139,910  |       
|                                                 | Proceeds from exercise of common stock warrants                             |                                                           |                                           | 125,000                                   |           |                  |            | 11,000     |       
|                                                 | Proceeds from exercise of common stock options                              |                                                           |                                           | 9,605                                     |           |                  |            | 9,254      |       
|                                                 | Proceeds from issuance of common stock under
employee stock purchase plan   |                                                           |                                           | 21,402                                    |           |                  |            | 13,305     |       
|                                                 |                                                                             |                                                           |                                           |                                           |           |                  |            |           
|                                                 |                                                                             |                                                           |                                           | Net cash provided by financing activities |           |                  | 2,683,033  |            |        |          | 4,146,890  |  
|                                                 |                                                                             |                                                           |                                           |                                           |           |                  |            |           
|                                                 | Effect of foreign exchange on cash and cash equivalents                     |                                                           |                                           | (19,681                                   | )         |                  |            | 19,366     |       
|                                                 |                                                                             |                                                           |                                           |                                           |           |                  |            |           
|(Decrease) increase in cash and cash equivalents |                                                                             |                                                           | (528,471                                  | )                                         |           |                  | 63,769     |           
|Cash and cash equivalents, beginning of period   |                                                                             |                                                           | 4,661,005                                 |                                           |           |                  | 4,819,733  |           
|                                                 |                                                                             |                                                           |                                           |                                           |           |                  |            |           
|Cash and cash equivalents, end of period         |                                                                             | $                                                         | 4,132,534                                 |                                           |           | $                | 4,883,502  |           
|                                                 |                                                                             |                                                           |                                           |                                           |           |                  |            |           
|Supplemental Cash Flow Information:              |                                                                             |                                                           |                                           |                                           |           |                  |            |           
|Cash paid during the period for interest         |                                                                             | $                                                         | 4,327                                     |                                           |           | $                | 5,301      |           
|                                                 |                                                                             |                                                           |                                           |                                           |           |                  |            |           

See accompanying notes to unaudited, consolidated financial statements.

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MATRITECH, INC.
NOTES TO UNAUDITED, CONSOLIDATED FINANCIAL STATEMENTS

1. Operations and Basis of Presentation

Matritech, Inc. (the Company) was incorporated on October 29, 1987 to
develop, produce and distribute products for the diagnosis and potential
treatment of cancer based on its proprietary nuclear matrix protein technology.
This technology was licensed to the Company by the Massachusetts Institute of
Technology.

The Company is devoting substantially all of its efforts toward product
research and development, raising capital, securing partners and marketing
products. The Company is subject to risks common to companies in similar
stages of development, including a history of operating losses and anticipated
future losses, fluctuation in operating results, uncertainties associated with
future performance, near-term dependence on a limited number of products,
reliance on sole suppliers, dependence on key individuals, competition from
substitute products and larger companies, the development of commercially
usable products and the need to obtain adequate additional financing necessary
to fund its operations and the development of its future products.

The Company is also actively seeking additional long-term funding for its
operations from public and private sources including strategic collaborations
and partnerships. There can be no assurance, however, that capital will be
available on terms acceptable to the Company, if at all. If the Company uses
equity to finance its capital needs, such a financing could result in
significant dilution to existing stockholders. In the absence of additional
equity financing and corporate partnerships, the Company may be
required to reduce expenses
accordingly to maintain operations through 2002. The Company believes such
reduction could impact its ability to generate revenue and conduct its research
and development activities. If adequate funds are not available, the
Company may
be required to reduce its fixed costs and delay, scale back or eliminate
certain of its services, any of which could have a material adverse effect on
the
Companys business, financial condition or results of operations. There can
be no assurance, however, that the
Company would be able to obtain financing or
sufficiently scale back operations to provide the liquidity necessary for
the
Company to continue its operations.

The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission (SEC) and include, in the opinion of management, all
adjustments, consisting of normal, recurring adjustments, necessary for a fair
presentation of interim period results. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States have been
condensed or omitted pursuant to such rules and regulations. The results for
the interim periods presented are not necessarily indicative of results to be
expected for any future period. These consolidated financial statements should
be read in conjunction with the audited financial statements and notes thereto
included in the Companys Annual Report on Form 10-K for the year ended
December 31, 2001 filed with the SEC (File No. 001-12128).

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiary, Matritech GmbH. All significant intercompany
balances and transactions have been eliminated in consolidation.

Certain reclassifications have been made to the prior years financial
statements to conform to current presentation. These classifications have no
effect on the Companys results of operations or financial position.

2. Recent Accounting Pronouncements

Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets
(SFAS 142). This statement requires that goodwill and certain other intangibles
no longer be amortized, but instead tested for impairment at least annually.
The Company has completed the transitional impairment test as required by SFAS
142 and, based on the results of this analysis, no impairment of goodwill was
identified. The Company did not record amortization expense relating to its
goodwill during the three and six month period ended June 30, 2002. Goodwill
amortization was $22,371 and $44,742 for the three and six month
period ended June 30, 2001. In the absence of such amortization, the
Company's adjusted net loss and net loss per common share for the
three and six month period ended June 30, 2001 would have been
$2,305,142 and $0.09 per share and $4,476,794 and $0.17 per share,
respectively.

In June 2002,
the Financial Accounting Standards Board ("FASB") issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal
Activities,
which requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. The
Company does not expect the adoption of this statement to have a
material impact on the financial statements.

3. Cash Equivalents

The Company considers all highly liquid investments with original
maturities of 90 days or less to be cash equivalents. The Company follows the
provisions of SFAS No. 115, Accounting for Certain Investments in Debt and
Equity Securities, in accounting for its marketable securities. Securities
held at December 31, 2001 and June 30, 2002 include only cash and cash
equivalents, which consist of auction market preferred stocks and money market
accounts that are classified as held-to-maturity securities.

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4. Inventories

Inventories are stated at the lower of cost or market and consist of the
following:

|                |  |              |         |          |  |   |         | 
|--------------- |  | ------------ | ------- | -------- |  | - | ------- | 
|                |  | December 31, |         | June 30,
|                |  | 2001         |         | 2002    
|                |  |              |         |         
|Raw materials   |  | $            | 147,234 |          |  | $ | 165,516 | 
|Work-in-process |  |              | 3,804   |          |  |   | 6,256   | 
|Finished goods  |  |              | 186,049 |          |  |   | 224,092 | 
|                |  |              |         |          |  |   |         | 
|                |  | $            | 337,087 |          |  | $ | 395,864 | 
|                |  |              |         |          |  |   |         | 

5. Net Loss Per Common Share

The Company computes earnings per share in accordance with SFAS No. 128,
Earnings per Share. Basic net loss per common share is computed by dividing net
loss by the weighted average number of common shares outstanding during the
year. Diluted loss per share is the same as basic loss per share as the effects
of the Companys potential common shares are antidilutive. Potential common
shares consists of stock options and warrants as well as 22,914 and 12,262
contingently issuable shares of common shares held in escrow in connection with
the Matritech GmbH acquisition at June 30, 2001 and 2002, respectively. The
number of antidilutive potential common shares excluded from the computation
of diluted loss per share were 1,583,035 and 3,645,739 for the periods ended
June 30, 2001 and 2002, respectively.

6. Common Stock Purchase Agreement

In March 2002, the Company completed a private placement of 538,437 units,
at a purchase price of $8.00 per unit. Each unit consists of four shares of
common stock and a warrant to purchase one share of common stock at a price of
$3.00 per share. The warrants are exercisable until November 30, 2002 and are
callable by the Company if certain conditions are satisfied. The Company
received net proceeds of approximately $4,140,000 after deducting transaction
expenses.

7. Subsequent Event

In July 2002 the Company entered into a term note for $410,000 with
Citizens Bank of Massachusetts to finance an equipment purchase. The term note
is payable over four years, bears interest at 1% plus the banks prime rate and
contains a covenant which requires the Company to
maintain a cash balance of $250,000 at all times. This note is collateralized by the
capital equipment.




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

This Quarterly Report on Form 10-Q, other reports and communications to
securityholders, as well as oral statements made by the Companys officers or
agents may contain forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
statements may relate to, among other things, the Companys future revenue,
operating income, EBITDA and the plans and objectives of management. In
particular, certain statements contained in the Managements Discussion and
Analysis of Financial Condition and Results of Operations and in Factors That
May Affect Future Results constitute forward-looking statements. Actual
events or results may differ materially from those stated in any
forward-looking statement. Factors that may cause such differences are
discussed below and in the Companys other reports filed with the Securities
and Exchange Commission.

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The Company was incorporated in 1987 to develop, manufacture and market
innovative cancer diagnostic products based on its proprietary NMP technology.
The Company has been unprofitable since inception and expects to incur
significant operating losses for at least the next several years. For the
period
from inception through June 30, 2002, the Company incurred a cumulative net
loss of approximately $67 million.

In the United States, the Company sells its NMP22® Test Kit through a
distribution agreement with Fisher Healthcare (Fisher) granting Fisher the
right, co-exclusive with Matritech, to distribute the microtiter plate-based
NMP22 Test Kit to hospitals and commercial laboratories within the United
States. Outside the United States, the Company sells the NMP22 Test Kit and
newly released NMP22 BladderChekTM point-of-care test, through its European
subsidiary and other distributors.

Results of Operations

Three Months Ended June 30, 2002 Compared with the Three Months Ended June 30, 2001

Total revenue increased to $866,000 from $586,000 for the quarters ended
June 30, 2002 and 2001, respectively. The revenue earned in the 2002 period
consisted of $777,000 of product sales and $89,000 of revenue from various
alliances and collaborations; the Company is recognizing this alliance revenue over the
lives of the respective contracts. The revenue earned in the 2001 period
consisted entirely of product sales. The increase in product sales was
primarily due to an increase in the volume of Matritech product sales to customers in Europe.

Cost of product sales increased to $535,000 from $409,000 for the quarters
ended June 30, 2002 and 2001, respectively. As a percentage of product sales,
cost of sales decreased to 69% from 70% for the quarters ended June 30, 2002
and 2001, respectively.

Research, development and clinical expenses increased to $978,000 from
$749,000 for the quarters ended June 30, 2002 and 2001, respectively. Clinical
site payments and supplies expense increased a total of $176,000 due to the
increased number of active projects, and salary-related costs
increased $70,000 due to
increased headcount.

Selling, general and administrative expenses decreased to $1,349,000 from
$1,794,000 for the quarters ended June 30, 2002 and 2001, respectively. This
decrease is primarily due to the absence of $510,000 of compensation expense in
the 2002 period related to the investor relations consultant warrant issued in
July 2000.

Interest income decreased to $27,000 from $42,000 for the quarters ended
June 30, 2002 and 2001, respectively. The decrease was due to lower investment
yields.

Six Months Ended June 30, 2002 Compared with Six Months Ended June 30, 2001

Total revenue increased to $1,666,000 from $1,183,000 for the six months
ended June 30, 2002 and 2001, respectively. The revenue earned in the 2002
period consisted of $1,508,000 of product sales and $158,000 of revenue from
alliances and collaborations; the Company is recognizing this alliance revenue over the
lives of the respective contracts. The revenue earned in the 2001 period
consisted entirely of product sales. The increase in product sales was
primarily due to an increase in the volume of Matritech product sales to customers in Europe.

Cost of product sales increased to $1,019,000 from $851,000 for the six
months ended June 30, 2002 and 2001, respectively. As a percentage of product
sales, cost of sales decreased to 68% from 72% for the quarters ended June 30,
2002 and 2001, respectively. The decrease in cost of sales as a percentage of
sales is due to higher margins from the newly released BladderChek
point-of-care test.

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Research, development and clinical expenses increased to $1,981,000 from
$1,391,000 for the six months ended June 30, 2002 and 2001, respectively.
Clinical consulting costs, supplies and site payments increased a total of
$438,000 due to the increased number of active projects and personnel-related
expenses increased $102,000 due to increased headcount.

Selling, general and administrative expenses decreased to $2,765,000 from
$3,562,000 for the six months ended June 30, 2002 and 2001, respectively. This
decrease is primarily due to the absence of $1,020,000 of compensation expense
in 2002 and decreased goodwill expense of $45,000 offset by increased
salary-related expense of $84,000, increased consulting costs of $78,000 and
increased travel expenses of $40,000.

Interest income decreased to $47,000 from $107,000 for the six months
ended June 30, 2002 and 2001, respectively. The decrease was due to lower
investment yields.

Liquidity and Capital Resources

Since its inception, the Company has financed its operations primarily
through private and
public offerings of its securities and through funded development and marketing
agreements. At June 30, 2002 and December 31, 2001, the Company had cash and
cash equivalents of $4,884,000 and $4,820,000, respectively, and working
capital of $4,797,000 and $4,337,000, respectively. The Company believes that
its existing cash resources, plans for equity financings, product sales and
corporate partnerships will be sufficient to satisfy its capital needs through
2002.

The Company is actively seeking additional long-term funding for its
operations from public and private sources including strategic collaborations
and partnerships. There can be no assurance, however, that capital will be
available on terms acceptable to the Company, if at all. If the Company uses
equity to finance its capital needs, such a financing could result in
significant dilution to existing stockholders. In the absence of additional
equity financing and corporate partnerships, the Company may be
required to reduce expenses
accordingly to maintain operations through 2002. The Company believes such
reduction could impact its ability to generate revenue and conduct its research
and development activities. If adequate funds are not available, the
Company may
be required to reduce its fixed costs and delay, scale back or eliminate
certain of its services, any of which could have a material adverse effect on
the
Companys business, financial condition or results of operations. There can
be no assurance, however, that the
Company would be able to obtain financing or
sufficiently scale back operations to provide the liquidity necessary for
the
Company to continue its operations.

The Companys operating activities used cash of $4,073,000 and $3,111,000
for the six months ended June 30, 2002 and 2001, respectively, primarily to
fund the Companys operating loss.

The Companys investing activities used cash of $29,000 and $80,000 for
the six months ended June 30, 2002 and 2001, respectively, primarily for the
purchase of laboratory equipment.

The Companys financing activities provided cash of $4,147,000 and
$2,683,000 for the six months ended June 30, 2002 and 2001, respectively. The
activity in the 2002 period resulted primarily from proceeds from the sale of
common stock and warrants offset by payments on notes payable. The activity in
the 2001 period resulted primarily from proceeds received from the sale of
common stock under the equity financing agreement and to a business partner as
well as proceeds received from the exercise of common stock warrants, net of
payments on notes payable

In March 2002, the Company completed a private placement of 538,437 units,
at a purchase price of $8.00 per unit. Each unit consists of four shares of
common stock and a warrant to purchase one share of common stock at a price of
$3.00 per share. These warrants are exercisable until November 30, 2002 and are
callable by the Company if certain conditions are satisfied. The Company
received net proceeds of approximately $4,140,000 after deducting transaction
expenses.

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In June 2002, the Company entered into a purchase commitment for
laboratory equipment totaling approximately $410,000 which the
Company subsequently financed
in July 2002 through a term note with Citizens Bank of Massachusetts. The term note is
payable over four years, bears interest at 1% plus the banks prime rate and
contains a covenant which requires the Company to
maintain a cash balance of $250,000 at all times. This note is collateralized by the
capital equipment.

The Company expects to incur continued research and development expenses
and other costs, including costs related to clinical studies to commercialize
additional products based upon its NMP technology. The Company will require
substantial additional funds to fund operations, complete new product
development, conduct clinical trials and manufacture and market its products.

The Companys future capital requirements will depend on many factors,
including, but not limited to: continued scientific progress in its research
and development programs; the magnitude of its research and development
programs; progress with clinical trials for its diagnostic products; the
magnitude of product sales; the time involved in obtaining regulatory
approvals; the costs involved in filing, prosecuting
and enforcing patent claims; the competing technological and market
developments; and the ability of the Company to establish additional
development and marketing arrangements to provide funding for research and
development and to conduct clinical trials, obtain regulatory approvals, and
manufacture and market certain of the Companys products.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions in certain circumstances that affect amounts reported
in the accompanying consolidated financial statements and related footnotes.
In preparing these financial statements, management has made its best estimates
and judgments of certain amounts included in the financial statements, giving
due consideration to materiality. The Company does not believe it is likely
that materially different amounts would be reported related to the accounting
policies described below. However, application of these accounting policies
involves the exercise of judgment and use of assumptions as to future
uncertainties and, as a result, actual results could differ from these
estimates.

Revenue Recognition

The Company recognizes revenue from product sales upon shipment; alliance
and collaboration fees over the life of the related alliance or collaboration;
and revenue from nonrefundable license agreements and research grants as earned
over the life of the agreement.

In December 1999, the SEC issued Staff Accounting Bulletin (SAB) No.
101, Revenue Recognition in Financial Statements. SAB No. 101 requires
companies to recognize certain upfront non-refundable fees and milestone
payments over the life of the related alliance when such fees are received in
conjunction with alliances which have multiple elements or ongoing performance
obligations, among other things. The Company believes that its revenue
recognition policies comply with SAB No. 101 and, therefore, the adoption of
SAB No. 101 did not have a material effect on its future or historically
reported operating results.

Factors That May Affect Future Results

The Companys future financial and operational results are subject to a
number of material risks and uncertainties that may affect such results or
conditions, including:

Access to Capital.The Company will need additional funding to continue
to market its NMP22 tests for bladder cancer, to conduct research and
development, to conduct clinical trials and to manufacture and market its
products as it currently contemplates. The Company may not be able to raise
needed capital on terms that are acceptable to it, or at all. If the Company
does not receive additional financing, it may be required to curtail its expenses or take other steps that could hurt its future
performance. Any future equity financings will dilute the ownership interest
of existing investors in the Company and may have an adverse impact on the
price of the common stock.

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History of Operating Losses and Anticipated Future Losses.The Company
has incurred operating losses since it began operations in 1987 and anticipates
future losses. While the Company expects to improve operating results in
future periods, there can be no assurance that the Company will achieve or
maintain profitability or that its revenue will grow in the future.

Fluctuation in Operating Results.The Companys future operating results
may vary significantly from quarter to quarter or from year to year depending
on a number of factors including: the timing and size of orders from the
Companys customers and distributors; regulatory approvals; the timing and
volume of alliances and collaborations and the introduction of new products by
the Company; and the market acceptance of the Companys products. The Companys
current planned expense levels are based in part upon expectations as to future
revenue. Consequently, profits may vary significantly from quarter to quarter
or year to year based on the timing of revenue. Revenue or profits in any
period will not necessarily be indicative of results in subsequent periods.

Uncertainties Associated with Future Performance.The Companys success
in the market for diagnostic products will depend, in part, on the Companys
ability to: successfully develop, test, produce and market its products; obtain
necessary governmental approvals in a timely manner; maintain sources of supply
for certain key product components; maintain and defend its intellectual
property; successfully scale up its manufacturing; comply with ongoing
governmental regulations; attract and maintain key employees; and successfully
respond to technological changes in its marketplace. The Company has limited
internal marketing and sales resources and personnel. In order to successfully
market the Companys current and future products in the United States, Germany
and other territories in which it does not, or does not intend to, use
third-party distributors, the Company will need to develop a larger marketing
and sales force with appropriate technical expertise and distribution
capability. The Company may be unable to establish the marketing and sales
capabilities that it needs, and the Company may be unsuccessful in gaining wide
market acceptance for its products.

Reliance on Distributors.The Company has limited internal marketing and
sales resources and personnel. The Company derives a significant portion of its
sales revenue from distribution agreements with distributors. Because the
Company does not deal directly with customers when selling through
distributors, it depends on the ability of these distributors to market
actively, to forecast demand accurately and to maintain appropriate levels of
inventory. The failure or delay by a distributor in selling the Companys
products, or any material breach of their agreements with the Company could
significantly reduce the Companys revenues. The Company may be unable to enter
into additional distribution relationships on favorable terms, if at all. These
events could reduce anticipated future sales growth.

Near-Term Dependence Upon A Limited Number of Products.The Company
anticipates that in the near-term the Companys success will be substantially
dependent on the success of a limited number of products. The Company would
experience a material adverse effect on its business, financial condition and
results of operations if those products do not achieve wide market acceptance.
The Companys other products have not been approved by the Food and Drug
Administration (FDA) or are in development, and there can be no assurance
that the Company will be successful with such regulatory approvals and product
development.

Market Acceptance of NMP22 Test. The Company expects to generate a
significant share of all of the Companys near-term product sales from the sale
of the Companys NMP22 tests. The Companys results of operations may suffer if
the NMP22 tests do not achieve wide market acceptance because NMP22 is a major
source of sales revenue.

Reliance on Sole Supplier.The Company currently relies on sole suppliers
for certain key components and the assembly thereof for its NMP22 tests. If the
components from these suppliers or the services of these assemblers should
become unavailable for any reason, the Company would seek alternative sources of supply or assembly.

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In order to maintain the FDA validation of the
Companys manufacturing process, the Company would have to show that these
alternative sources of supply are equivalent to its
current sources. Although the Company attempts to maintain an adequate level of
inventory to provide for
these and other contingencies, if its manufacturing processes are disrupted as
a result of a shortage of key components, a revalidation of new components or
the failure of an assembler to meet the Companys requirements, the Company may
be unable to meet its commitments to customers. The Companys failure or delay
in meeting its commitments could cause sales to decrease, market share to be
lost permanently, and could result in significant expenses to obtain
alternative sources of supply or assembly with the necessary facilities and
know-how.

Competition.Although the Company is not aware of any other company using
nuclear matrix protein technology to develop diagnostic or therapeutic
products, competition in the development and marketing of cancer diagnostics
and therapeutics, using a variety of technologies, is intense. The Company
expects that certain of its clinical tests will compete with existing
FDA-approved clinical tests. The Company is also aware of a number of companies
exploring the application of oncogene technology to cancer diagnostics. The
Companys diagnostic products will also compete with more invasive or expensive
procedures such as surgery, bone scans, magnetic resonance imaging and other in
vivoimaging techniques. In addition, other companies may introduce competing
diagnostic products based on other technologies that may adversely affect the
Companys competitive position. As a result, the Companys products may become
obsolete or non-competitive.

Product-Related Liabilities. The testing, marketing and sale of human
healthcare products entail an inherent exposure to product liability, and third
parties may successfully assert product liability claims against the Company.
Although the Company currently has insurance covering its products, it may not
be able to maintain this insurance at acceptable costs in the future, if at
all. In addition, the Companys insurance may not be sufficient to cover large
claims. Significant product liability claims could result in large and
unexpected expenses as well as a costly distraction of management resources and
potential negative publicity and reduced demand for the Companys product.

Nasdaq National
Market.
The Companys
common stock is currently listed on the Nasdaq National Market. If
the Company's net tangible assets fall below $4
million, or if its common stock trades at a price of less than $1.00
for 30 consecutive business days or more, or if its
shareholders equity falls below $10 million (beginning November
of 2002), its shares may be delisted from the Nasdaq National
Market, and it is the Companys expectation that trading, if
any, would then be conducted on the Nasdaq SmallCap market. However,
if the Companys shares should be delisted from the Nasdaq
National Market and the Company is unable, for any reason, to obtain
a listing for its shares on the Nasdaq SmallCap Market, then trading
thereafter of such shares, if any, would be conducted only on the
over-the counter market on an electronic bulletin board established
for securities that do not meet the Nasdaq listing requirement. As a
result, a stockholder may find it more difficult to dispose of, or to
obtain accurate quotations as to the price of, the Companys
common stock. In addition, if the Companys shares are delisted,
they may be subject to a rule that imposes additional sales practice
requirements on broker-dealers who sell the Companys shares to
persons other than established customers and accredited investors.
For transactions covered by this rule, the broker-dealer must make a
special suitability determination for the purchaser and must have
received the purchasers written consent to the transaction
prior to sale. Consequently, if it occurred, may reduce the ability
of broker-dealers to sell the Companys shares and a
stockholder's ability
to sell its shares and may have an adverse effect on the market price
of the Company's common stock.

Foreign Exchange. To the extent that foreign currency exchange rates
fluctuate in the future, the Company may be exposed to continued financial
risk. These can be no assurance that the Company will be successful in
limiting its exposure.




Item 3.   Quantitative and Qualitative Disclosures About Market Risk.

Investment Portfolio. The Company owns financial instruments that are
sensitive to market and interest rate risks as part of its investment
portfolio. The investment portfolio is used to preserve the Companys capital
until it is required to fund operations including the Companys research and
development activities. None of these market-risk sensitive instruments are
held for trading purposes. The Company does not use derivative financial
instruments, as specified in the Companys investment policy guidelines; the
policy also limits the amount of credit exposure to any one issue, issuer, and
type of instrument. This paragraph should be read in conjunction
with Note 1 of Notes to Consolidated Financial Statements  Operations and
Significant Accounting Policies of the Companys Annual Report on Form 10-K
for the year ended December 31, 2001 filed with the SEC (File No. 001-12128).

Foreign Exchange.The accounts of Matritech GmbH are translated in
accordance with SFAS No. 52, Foreign Currency Translation. In translating the
accounts of Matritech GmbH into U.S. dollars, assets and liabilities are
translated at the rate of exchange in effect at year-end, while stockholders
equity is translated at historical rates. Revenue and expense accounts are
translated using the weighted-average exchange rate in effect during the
period. Foreign currency transaction gains or losses for Matritech GmbH are
included in the accompanying consolidated statements of operations since the
functional currency for Matritech GmbH is the Euro. The Company had sales of
approximately $1,168,000 denominated in foreign currency in the six months
ended June 30, 2002.

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PART II.  OTHER INFORMATION




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



| | (a) |  | The annual meeting of stockholders of Matritech (the
Annual Meeting) was held on June 14, 2002.
| | --- |  | -------------------------------------------------------------------------------------------------
|
| | (b) |  | The following directors were elected at the Annual
Meeting:                                      

|                      |  |       |            |          |  |  |           | 
|--------------------- |  | ----- | ---------- | -------- |  |  | --------- | 
|                      |  | Votes
|                      |  |      
|Election of Directors |  | For   |            | Withheld
|                      |  |       |            |         
|Stephen D. Chubb      |  |       | 23,858,193 |          |  |  | 1,787,302 | 
|David L. Corbet       |  |       | 23,737,243 |          |  |  | 1,908,252 | 
|Judith Kurland        |  |       | 24,010,193 |          |  |  | 1,635,302 | 
|David Rubinfien       |  |       | 23,802,980 |          |  |  | 1,842,515 | 
|T. Stephen Thompson   |  |       | 24,012,803 |          |  |  | 1,632,692 | 
|C. William Zadel      |  |       | 24,007,393 |          |  |  | 1,638,102 | 



| |  |  | The following other matters were proposed and voted upon as indicated.                                                                                                                                                                                                                                                                                        
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | To approve an amendment to the Companys Amended and Restated
Certificate of Incorporation, as amended, increasing the number of
shares of the Companys common stock, par value $.01 per share,
authorized for issuance from 40,000,000 to 60,000,000 shares.
With 23,690,697 voting for, 1,809,238 against, and 145,560
abstaining, the proposal was passed.
|
| |  |  | To approve the Companys 2002 Stock Option and Incentive Plan.
With 10,438,151 voting for, 3,154,164 against, 209,390 abtaining,
and 11,843,790 shares not voting, the proposal was passed.                                                                                                                                                                   
|
| |  |  | To approve the Companys 2002 Non-Employee Director Plan. With
10,902,154 voting for, 2,599,321 against, 300,630 abstaining, and
11,843,390 shares not voting, the proposal was passed.                                                                                                                                                                       
|
| |  |  | To approve the Companys 2002 Employee Stock Purchase Plan. With
12,235,575 votes for, 1,415,177 against, 151,353 abstaining, and
11,843,390 shares not voting, the proposal was passed.                                                                                                                                                                      
|
| |  |  | A proposal to ratify the selection of the firm KPMG LLP as
auditors for the fiscal year ended December 31, 2002, subject to
the completion of KPMGs acquisition of the Boston audit practice
group of Arthur Andersen LLP was not acted upon because KPMGs
acquisition of the Boston audit practice group of Arthur Andersen
was not completed.             




Item 6.  Exhibits and Reports on Form 8-K



| |     |                      |                                                                                                                                                   
| | --- | -------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Exhibits:           
|
| |     | 99.1                 | Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
| |     | 99.2                 | Certification of Chief
Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
| | (b) | Reports on Form 8-K:
|
| |     | None.               

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SIGNATURES

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

|                      |  |                 |  |                                                                                                                                                
|--------------------- |  | --------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|                      |  | MATRITECH, INC.
|                     
|Date: August 13, 2002 |  | By:             |  | /s/ Stephen D. ChubbStephen D. Chubb
Director, Chairman and Chief Executive Officer
(principal executive officer)                              
|                     
|Date: August 13, 2002 |  | By:             |  | /s/ John S. Doherty, Jr.John S. Doherty, Jr.
Vice President, Chief Financial Officer and Treasurer
(principal accounting and financial officer)

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