SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 quarter ended March 31, 1999

                                       OR

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


                         Commission File Number 0-27324


                       SYNAPTIC PHARMACEUTICAL CORPORATION
             (Exact name of registrant as specified in its charter)


          Delaware                                 22-2859704
(State or other jurisdiction            (I.R.S. Employer Identification No.)
of incorporation or organization)

          215 College Road
            Paramus, NJ                               07652
(Address of principal executive offices)            (Zip Code)

                                 (201) 261-1331
              (Registrant's telephone number, including area code)



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

                                    Yes X No


As of May 1, 1999, there were 10,742,286 shares of the registrant's Common Stock
outstanding.


<PAGE>



                       SYNAPTIC PHARMACEUTICAL CORPORATION

   INDEX TO QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1999


                          PART I. FINANCIAL INFORMATION

                                                                         Page
                                                                         ----
Item 1. Financial Statements                                               1

Balance Sheets at March 31, 1999 and December 31, 1998                     1

Statements of Operations and Comprehensive Income (Loss) for
  the three months ended March 31, 1999 and 1998                           2

Statements of Cash Flows for the three months ended
  March 31, 1999 and 1998                                                  3

Notes to Financial Statements                                              4

Item 2. Management's Discussion and Analysis of Financial
  Condition and Results of Operations                                      5

Item 3. Quantitative and Qualitative Disclosures About Market Risk         9


                           PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                                  10

Signatures                                                                11
































                                       (i)


<PAGE>



                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                       SYNAPTIC PHARMACEUTICAL CORPORATION
                                 BALANCE SHEETS
                    (in thousands, except share information)

                                     ASSETS

                                                       March 31,  December 31,
                                                         1999           1998
                                                      ----------  -----------
                                                      (Unaudited)   (Audited)
Current assets:
 Cash and cash equivalents                               $ 9,176      $16,590
 Restricted cash                                             600          600
 Marketable securities--current maturities                10,543        7,133
 Other current assets                                      1,198        1,064
                                                         -------      -------
  Total current assets                                    21,517       25,387

Property and equipment, net                                5,631        5,733

Marketable securities                                     32,120       32,655

Patent and patent application costs,
  net of accumulated amortization                            837          921
                                                         -------      -------
                                                         $60,105      $64,696
                                                         =======      =======


                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
 Accounts payable                                        $   471      $   966
 Accrued liabilities                                         327          645
 Accrued compensation                                        105          326
 Deferred revenue                                            279           83
                                                         -------      -------
  Total current liabilities                                1,182        2,020

Stockholders' equity:
 Preferred Stock, $.01 par value; authorized--
  1,000,000 shares; issued--none                              --           --
 Common Stock, $.01 par value; authorized--
  25,000,000 shares; issued and outstanding--
  10,742,186 shares in 1999 and 10,711,374 shares
  in 1998;                                                   107          107
 Additional paid-in capital                               98,688       98,516
 Accumulated other comprehensive income--
  net unrealized (losses) gains on securities               (207)         (77)
 Deferred compensation                                       (45)         (61)
 Accumulated deficit                                     (39,620)     (35,809)
                                                         -------      -------
  Total stockholders' equity                              58,923       62,676
                                                         -------      -------
                                                         $60,105      $64,696
                                                         =======      =======

                       See notes to financial statements.

                                        1


<PAGE>



                       SYNAPTIC PHARMACEUTICAL CORPORATION
            STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
             (in thousands, except share and per share information)
                                   (Unaudited)




                                                   For the three months
                                                      ended March 31,
                                                     1999         1998
                                                   -------      -------
Revenues:
 Contract revenue                                  $   644      $ 2,165
 License revenue                                        --        2,000
 Grant revenue                                          --           90
                                                   -------      -------
  Total revenues                                       644        4,255

Expenses:
 Research and development                            3,986        3,661
 General and administrative                          1,206        1,083
                                                   -------      -------
  Total expenses                                     5,192        4,744
                                                   -------      -------
Loss from operations                                (4,548)        (489)

Other income, net:
 Interest income                                       735          918
 Gain on sale of securities                              2           --
                                                   -------      -------
  Other income, net                                    737          918
                                                   -------      -------
Net (loss) income                                  $(3,811)     $   429
                                                   =======      =======

Comprehensive (loss) income:

Net (loss) income                                  $(3,811)     $   429

Unrealized losses arising
 during period                                        (118)         (97)
Less: Reclassification adjustment for
 gains included in net income                          (12)          --
                                                   -------      -------
Comprehensive (loss) income                        $(3,941)     $   332
                                                   =======      =======


Basic net (loss) income per share                   $(0.36)      $ 0.04
                                                    ======       ======

Diluted net (loss) income per share                 $(0.36)      $ 0.04
                                                    ======       ======

Shares used in computation of basic
 net (loss) income per share                    10,727,634   10,645,281
                                                ==========   ==========
Shares used in computation of diluted
 net (loss) income per share                    10,727,634   10,907,940
                                                ==========   ==========

                       See notes to financial statements.

                                        2


<PAGE>



                       SYNAPTIC PHARMACEUTICAL CORPORATION
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (Unaudited)
                                                        For the three months
                                                          ended March 31,
                                                        1999          1998
                                                       -------      -------
Operating activities:

Net (loss) income                                      $(3,811)     $   429
Adjustments to reconcile net (loss) income to
 net cash used in operating activities:
Depreciation and amortization                              395          327
Amortization of premiums on securities                     100           19
Amortization of deferred compensation                       16           24
Gain on sale of securities                                  (2)          --
Compensation resulting from forgiveness of note
 receivable from employee                                   38           --
Changes in operating assets and liabilities:
Increase in other current assets                          (122)        (806)
Decrease in accounts payable, accrued liabilities
  and accrued compensation                              (1,034)        (723)
Increase (decrease) in collaborative agreement
  revenue receivable                                       196         (120)
                                                       -------      -------
Net cash used in operating activities                   (4,224)        (850)


Investing activities:

Sale or maturity of investments                         10,715       14,300
Purchase of investments                                (13,818)     (27,407)
Purchases of property and equipment                       (209)        (372)
Issuance of loan to employee                               (50)          --
                                                       -------      -------
Net cash used in investing activities                   (3,362)     (13,479)


Financing activities:

Issuance of common stock, net of repurchases               172        1,328
                                                       -------      -------
Net cash provided by financing activities                  172        1,328
                                                       -------      -------
Net decrease in cash and cash equivalents               (7,414)     (13,001)
Cash and cash equivalents at beginning of period        16,590       23,113
                                                       -------      -------
Cash and cash equivalents at end of period             $ 9,176      $10,112
                                                       =======      =======












                       See notes to financial statements.

                                        3


<PAGE>



                       SYNAPTIC PHARMACEUTICAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999


Note 1 -- Basis of Presentation

         The accompanying  unaudited financial  statements have been prepared in
accordance  with  the  instructions  to  Form  10-Q  and  may  not  include  all
information  and  footnotes  required  for a  presentation  in  accordance  with
generally accepted  accounting  principles.  In the opinion of the management of
Synaptic Pharmaceutical Corporation (the "Company"),  these financial statements
include all normal and recurring  adjustments  necessary for a fair presentation
of the financial  position and the results of  operations  and cash flows of the
Company  for  the  interim  periods  presented.   For  more  complete  financial
information,  these financial  statements should be read in conjunction with the
audited  financial  statements  for the fiscal year ended December 31, 1998, and
notes  thereto  included in the Company's  1998 Annual Report on Form 10-K.  The
results of  operations  for the fiscal  quarter  ended March 31,  1999,  are not
necessarily  indicative of the results of operations to be expected for the full
year.


Note 2 -- Basic and Diluted Net (Loss) Income per Share

         A  reconciliation  of the number of shares used in the  computation  of
basic  net  (loss)  income  per  share  to the  number  of  shares  used  in the
computation of diluted net (loss) income per share is as follows:

                                            For the Three Months Ended March 31,
                                                1999                   1998
                                             ----------              ----------
Shares used in the computation of Basic
 Net (Loss) Income per Share--Weighted
 average common shares outstanding           10,727,634              10,645,281

Weighted average shares underlying
 common stock options outstanding                    -- (1)             255,401

Weighted average shares underlying
 common stock warrants outstanding                   -- (2)               7,258
                                             ----------              ----------
Shares used in the computation of
 Diluted Net (Loss) Income per Share         10,727,634              10,907,940
                                             ==========              ==========


(1)  Common   equivalent  shares  from  stock  options  are  excluded  from  the
calculation of diluted net loss per share as their effect is anti-dilutive.

(2) None outstanding during the period.














                                        4


<PAGE>



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

Overview

         Synaptic Pharmaceutical  Corporation is a biotechnology company engaged
in  the  development  of a  broad  platform  of  enabling  technology  which  it
calls"human  receptor-targeted drug design technology." The Company is utilizing
this  technology  to discover  and clone the genes that code for human  receptor
subtypes that may be associated  with  specific  disorders.  The Company and its
collaborative  partners and other  licensees  are in turn  utilizing  the cloned
receptor genes to design  compounds  that can  potentially be developed as drugs
for treating these disorders.

         The  Company  is  currently  collaborating  with  three  pharmaceutical
companies,   Eli   Lilly   and   Company   ("Lilly"),   Warner-Lambert   Company
("Warner-Lambert")  and Grunenthal GmbH  ("Grunenthal").  Concurrently  with the
establishment of these collaborative arrangements,  the Company granted licenses
to certain of its  technology  and patent  rights to Lilly,  Warner-Lambert  and
Grunenthal.

         In addition to its ongoing collaborative arrangements,  the Company has
granted  licenses to certain of its  technology and patent rights to three other
pharmaceutical  companies,  Merck & Co.,  Inc.  ("Merck"),  Novartis  Pharma  AG
("Novartis") and Glaxo Group Limited ("Glaxo").  The Merck and Novartis licenses
were granted  concurrently  with the  establishment by Synaptic of collaborative
arrangements  with such companies.  While both the Merck  collaboration  and the
Novartis collaboration ended in February 1999 and August 1998, respectively, the
associated  licenses  continue  for  the  respective  periods  provided  in  the
agreements with Merck and Novartis. For convenience of reference, the agreements
pursuant to which the licenses  referred to in this  paragraph and the preceding
paragraph were granted are collectively referred to as the "License Agreements."

         The Company is receiving research funding to support a specified number
of the Company's  scientists under its collaboration with Lilly. While the Lilly
collaboration is scheduled to end on July 31, 1999, the associated licenses will
continue  for the period  provided in the License  Agreement  with Lilly.  Since
inception, the Company has financed its operations primarily through the sale of
its stock,  through  contract and license  revenue  under certain of its License
Agreements,  and through  interest  income and capital gains  resulting from its
investments. The Company also has received revenues from government grants under
the  Small  Business  Innovative  Research  ("SBIR")  program  of  the  National
Institutes of Health.

         To  date,  the  Company's  expenditures  have  been  for  research  and
development related expenses, general and administrative related expenses, fixed
asset purchases and various patent related  expenditures  incurred in protecting
the Company's technologies.  The Company has been historically  unprofitable and
had an accumulated deficit of $39,620,000 at March 31, 1999. The Company expects
to continue to incur  operating  losses for a number of years and may not become
profitable,  if at all, unless and until it receives  royalty revenue or revenue
from sales of drugs that may be developed  with the use of its technology or its
patent rights.

Results of Operations

Comparison of the Three Months Ended March 31, 1999 and 1998

         Revenues. The Company recognized revenue of $644,000 and $4,255,000 for
the three  months ended March 31, 1999 and 1998,  respectively.  The decrease of
$3,611,000 was attributable  primarily to the following:  the receipt in 1998 of
$2,000,000  of  non-recurring  revenue  resulting  from  the  Company's  License
Agreement with Glaxo;  and a decrease in contract revenue of $1,521,000 which is
primarily  due  to  the   contractual   termination  of  two  of  the  Company's
collaborations.


                                        5


<PAGE>



         Research and Development  Expenses.  The Company incurred  research and
development  expenses of  $3,986,000,  and $3,661,000 for the three months ended
March 31, 1999 and 1998,  respectively.  The  increase of  $325,000,  or 9%, was
attributable  primarily to increases in supply costs, facility related costs and
employee moving expense reimbursements.

         General and Administrative  Expenses.  The Company incurred general and
administrative  expenses of $1,206,000 and $1,083,000 for the three months ended
March 31, 1999 and 1998,  respectively.  The increase of  $123,000,  or 11%, was
attributable  primarily to increases in:  compensation  expense  consulting fees
associated with the Company's efforts to obtain new collaborations.

         Other Income,  Net. The Company  recorded  other income of $737,000 and
$918,000 for the three months ended March 31, 1999 and 1998,  respectively.  The
decrease of  $181,000  was  primarily  due to lower cash,  cash  equivalent  and
marketable  securities  balances  during 1999 as a result of the  utilization of
these resources to fund the Company's operations.

         Net (Loss)  Income and Basic and Diluted  Net (Loss)  Income Per Share.
The Company  incurred a net loss of  $3,811,000  ($0.36 per share),  and had net
income of $429,000  ($0.04 per share) for the three  months ended March 31, 1999
and 1998,  respectively.  The  increase in net loss per share of $0.40  resulted
primarily  from lower revenues and other income and higher  expenses  during the
first quarter of 1999 as described above.


Operating Trends

         Revenues may vary from period to period  depending on numerous  factors
including the timing of revenue earned under the License  Agreements and revenue
that may be earned under future collaborative and/or license agreements.  During
the three months ended March 31, 1999,  the Company  recognized  an aggregate of
$644,000 in research  funding revenue.  Based on a current  commitment by one of
the Company's  collaborative  partners,  the Company  expects  research  funding
revenue to amount to $1,760,000 in 1999. Furthermore,  under the terms of one or
more of the  License  Agreements,  additional  revenues  may be  recognized  if:
certain milestones are achieved;  an option to obtain additional licenses to the
Company's  patents  is  exercised;  a  collaboration  advances  to a new  stage,
triggering a research  funding  obligation  on the part of one of the  Company's
collaborative  partners; or a collaboration is renewed.  Management continues to
assess the opportunity for obtaining  additional funding under new collaborative
and/or  license  agreements  as  well  as  obtaining  financing  through  equity
transactions.  The Company  continues to monitor its spending  level in order to
insure that it has enough cash to last through the year 2001.

         Other  income,  net is expected to decline in 1999 and 2000 as existing
funds are utilized to support the Company's operations.

         Property and  equipment  spending in 1999 is expected to decrease  from
that of  1998 as the  Company  completes  the  conversion  of a  portion  of its
underutilized space into laboratory space.

         At March 31,  1999,  the Company  held  marketable  securities  with an
estimated  fair  value of  $42,663,000.  The  Company's  primary  interest  rate
exposure results from changes in short-term interest rates. The Company does not
purchase financial instruments for trading or speculative  purposes.  All of the
marketable securities held by the Company are classified as  available-for-sales
securities. The following table provides information about marketable securities
held by the Company at March 31, 1999:





                                        6


<PAGE>



                                                                       Estimated
       Principal Amount and Weighted Average Stated Rate                Fair
                   by Expected Maturity                                Value
------------------------------------------------------------         ---------
(000's)      1999    2000    2001     2002     2003    Total          (000's)
------------------------------------------------------------         ---------
Principal   $8,323  $6,487  $18,090  $2,500   $6,500  $41,900         $42,663

Weighted
 Average
 Stated
 Rates       5.12%   6.39%   7.76%    6.50%    5.77%    6.64%             --
-------------------------------------------------------------        ---------

         The  stated  rates of  interest  expressed  in the above  table may not
approximate the actual yield of the securities which the Company currently holds
since the Company has purchased some of its marketable  securities at other than
face value. Additionally,  some of the securities represented in the above table
may be called or redeemed,  at the option of the issuer, prior to their expected
due dates.  If such early  redemptions  occur,  the  Company  may  reinvest  the
proceeds  realized on such calls or  redemptions in marketable  securities  with
stated rates of interest or yields that are lower than those of current holdings
affecting both future cash interest streams and future earnings.

         In addition to investments in marketable securities, the Company places
some of its cash in money market  funds in order to keep cash  available to fund
operations  and to hold  cash  pending  investments  in  marketable  securities.
Fluctuations  in short  term  interest  rates  will  affect  the yield on monies
invested in such money market  funds.  Such  fluctuations  can have an impact on
future cash  interest  streams  and future  earnings  of the  Company,  but such
impacts are not expected to be material.

         Management  believes  that  it has  remedied  all  of  its  significant
information  technology  and  non-information  technology  systems  that  may be
affected  by  the  year  2000  issue.  Management  has  made  inquiries  of  its
significant vendors as to their readiness for the year 2000 issue. The Company's
significant  vendors  have  represented  to the  Company  that  there  is a high
probability that the year 2000 issue will not cause a significant  disruption to
the delivery of goods and services  after 1999,  however,  the Company  gives no
assurance  as to whether or not this will be the case.  To date the  Company has
spent less than  $50,000 to remedy  systems  that may have been  affected by the
year 2000 issue and does not expect future expenses,  if any, to be material. If
it turns out that some of the Company's  systems or its vendors' systems are not
year 2000  compliant,  management  believes the most likely worst case  scenario
would be temporary reduction in the current level of productivity. The Company's
contingency plan includes,  but may not be limited to, manual  workarounds and a
temporary increase in the current staffing level.

         The Company does not believe that  inflation has had a material  impact
on its results of operations.


Liquidity and Capital Resources

         At March 31, 1999 and December 31, 1998,  cash,  cash  equivalents  and
marketable securities aggregated $51,839,000 and $56,378,000,  respectively.  In
addition to the cash,  cash  equivalents  and  marketable  securities  described
above, the Company had $600,000 in restricted cash recorded in its balance sheet
at March 31, 1999.  This restricted cash secures lease payments to the Company's
landlord.

         To date, the Company has met its cash requirements  through the sale of
its stock, through contract and license revenue, through SBIR grants and through
interest  income  and gains  resulting  from its  investments.  During the three
months

                                        7


<PAGE>



ended March 31, 1999,  aggregate  research funding from Lilly and Merck amounted
to $644,000.  Research  funding under the Company's  agreement  with Merck ended
concurrently with the termination of the related  collaboration.  Warner-Lambert
does not currently  provide research funding to the Company and the Company does
not expect that such funding will be provided,  if at all,  until  mid-1999.  In
addition,  it  is  anticipated  that  if  the  current  biotechnology  financing
environment remains unfavorable, raising additional capital may be difficult.

         At March 31, 1999, the Company had invested an aggregate of $10,828,000
in property and equipment.

         The Company leases  laboratory and office facilities under an agreement
expiring on December 31, 2015.  The minimum  annual  payment  under the lease is
currently $1,250,000. A standby letter of credit for $580,000 has been issued to
the  Company's  landlord  as a security  deposit  and is  secured by  investment
securities of the Company which are, to the extent of $600,000,  recorded in the
balance  sheet as  "Restricted  Cash."  This  standby  letter of credit  must be
renewed annually during the life of the lease.

         At  March  31,  1999,  the  Company  had   $51,839,000  in  cash,  cash
equivalents and marketable securities.  The Company currently intends to utilize
these funds  primarily to conduct certain of its research  programs,  for patent
related  expenditures,   for  general  corporate  purposes,  to  make  leasehold
improvements  to its  facilities  and to purchase  property and  equipment.  The
Company expects to continue to incur operating losses for a number of years. The
Company believes that its cash on hand,  together with the funds that it expects
to receive under certain of the License Agreements and interest income,  will be
sufficient to fund its  operations,  as well as the  Company's  share of certain
development costs under the Grunenthal Agreement, through the year 2001.

         This Report on Form 10-Q contains "forward looking  statements"  within
the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the
Securities  Exchange Act of 1934. Such statements  include,  but are not limited
to, those relating to future cash and spending plans, amounts of future research
funding,  and any other statements  regarding future growth,  future cash needs,
future  operations,   business  plans  and  financial  results,  and  any  other
statements which are not historical facts. When used in this document, the words
"expects," "may,"  "believes," and similar  expressions are intended to be among
the words that identify  forward-looking  statements.  Such  statements  involve
risks  and  uncertainties,  including,  but not  limited  to,  those  risks  and
uncertainties  detailed  in the  Company's  Annual  Report  on Form 10-K for the
fiscal year ended December 31, 1998 (the "1998 Form 10-K"),  including in Item 1
of the 1998 Form 10-K under the captions  "Patents,  Proprietary  Technology and
Trade  Secrets,"  "Competition"  and  "Government  Regulation" as well as in the
section entitled  "Disclosure  Regarding  Forward-Looking  Statements" under the
captions  "Early  Stage  of  Product  Development;  Technological  Uncertainty,"
"Dependence on Collaborative Partners and Licensees for Development,  Regulatory
Approvals,  Manufacturing,  Marketing and Other  Resources"  and  "Uncertainties
Related to Clinical Trials" or detailed from time to time in filings the Company
makes  with  the  SEC.  Should  one or  more of  these  risks  or  uncertainties
materialize,  or should underlying assumptions prove incorrect,  actual outcomes
may vary materially from those indicated. Although the Company believes that the
expectations  reflected in the forward-looking  statements  contained herein are
reasonable,  it can give no assurance  that such  expectations  will prove to be
correct.  The Company  expressly  disclaims  any  obligation or  undertaking  to
disseminate any updates or revisions to any forward-looking  statement contained
herein to reflect any change in the Company's  expectations  with regard thereto
or any change in events, conditions or circumstances on which any such statement
is based.






                                        8


<PAGE>



Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         Quantitative  and  qualitative  disclosures  about  market  risk (i.e.,
interest rate risk) are included in Item 2 of this Report.




























































                                        9


<PAGE>



                           PART II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K


(a) Exhibits

Exhibit
  No.       Description
-------     -----------

3.2         Amended and Restated By-Laws of the Company, as amended on March 24,
              1999 (filed herewith)

27          Financial Data Schedule


(b)         Reports on Form 8-K

On January 5, 1999, the Company filed a Current  Report on Form 8-K  summarizing
the status of certain drug discovery  programs it is conducting in collaboration
with each of Merck and Lilly.

On February 5, 1999,  the Company filed a Current  Report on Form 8-K announcing
the extension of the Company's collaboration with Lilly through July 31, 1999.

On March 4, 1999, the Company filed a Current Report on Form 8-K stating that it
had issued a press  release  announcing  that Lilly had delayed the beginning of
Phase III clinical  trials of the migraine  compound  identified  as part of the
Company's collaboration with Lilly.

On March 19, 1999,  the Company filed a Current  Report on Form 8-K stating that
it had  issued a press  release  announcing  that  Lilly  had  discontinued  the
commercial  development  of the  migraine  compound  identified  as  part of the
Company's collaboration with Lilly.




























                                       10


<PAGE>


                                 SIGNATURE PAGE


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


                              SYNAPTIC PHARMACEUTICAL CORPORATION
                                        (Registrant)



Date: May 7, 1998             By:/s/ Kathleen P. Mullinix
                                 -----------------------------
                              Name: Kathleen P. Mullinix
                              Title: Chairman, President &
                                      Chief Executive Officer



                             By:/s/ Robert L. Spence
                                 -----------------------------
                             Name: Robert L. Spence
                             Title: Senior Vice President,
                                     Chief Financial Officer &
                                      Treasurer















                                       11