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, 2000

                                       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, 2000, there were 10,843,499 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, 2000


                          PART I. FINANCIAL INFORMATION

                                                                         Page
                                                                         ----
Item 1. Financial Statements                                               1

Balance Sheets at March 31, 2000 and December 31, 1999                     1

Statements of Operations and Comprehensive Income (Loss) for
  the three months ended March 31, 2000 and 1999                           2

Statements of Cash Flows for the three months ended
  March 31, 2000 and 1999                                                  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        10


                           PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                                  11

Signatures                                                                12
































                                      (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,
                                                         2000         1999
                                                      ----------  -----------
                                                      (Unaudited)   (Audited)
Current assets:
 Cash and cash equivalents                               $ 6,084      $ 6,236
 Marketable securities--current maturities                 7,357        6,471
 Other current assets                                      1,199          847
                                                         -------      -------
  Total current assets                                    14,640       13,554

Property and equipment, net                                5,404        5,186

Marketable securities                                     26,266       29,436

Patent and patent application costs,
  net of accumulated amortization                            489          574
                                                         -------      -------
                                                         $46,799      $48,750
                                                         =======      =======


                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
 Accounts payable                                        $   751      $   486
 Accrued liabilities                                         738          525
 Accrued compensation                                        106          386
 Deferred revenue                                            938           --
                                                         -------      -------
  Total current liabilities                                2,533        1,397

Deferred rent obligation                                     329          247

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--
  10,843,499 shares in 2000 and 10,764,661 shares
  in 1999;                                                   108          108
 Additional paid-in capital                               99,230       98,719
 Accumulated other comprehensive income--
  net unrealized (losses) on securities                     (767)        (791)
 Accumulated deficit                                     (54,634)     (50,930)
                                                         -------      -------
  Total stockholders' equity                              43,937       47,106
                                                         -------      -------
                                                         $46,799      $48,750
                                                         =======      =======

                       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,
                                                     2000         1999
                                                   -------      -------
Revenues:
 Contract revenue                                  $   214      $   644
                                                   -------      -------
  Total revenues                                       214          644

Expenses:
 Research and development                            3,139        3,986
 General and administrative                          1,364        1,206
                                                   -------      -------
  Total expenses                                     4,503        5,192
                                                   -------      -------
Loss from operations                                (4,289)      (4,548)

Other income, net:
 Interest income                                       578          735
 Gain on sale of securities                             --            2
 Other                                                   7           --
                                                   -------      -------
  Other income, net                                    585          737
                                                   -------      -------
Net loss                                           $(3,704)     $(3,811)
                                                   =======      =======

Comprehensive loss:

Net loss                                           $(3,704)     $(3,811)

Unrealized gains (losses) arising
 during period                                          24         (118)

Less: Reclassification adjustment for
 gains included in net income                           --          (12)
                                                   -------      -------
Comprehensive loss                                 $(3,680)     $(3,941)
                                                   =======      =======


Basic and diluted net loss per share               $ (0.34)     $ (0.36)
                                                   =======      =======

Shares used in computation of
 net loss per share                             10,784,718   10,727,634
                                                ==========   ==========







                       See notes to financial statements.

                                        2


<PAGE>



                       SYNAPTIC PHARMACEUTICAL CORPORATION
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (Unaudited)
                                                        For the three months
                                                          ended March 31,
                                                        2000          1999
                                                       -------      -------
Operating activities:

Net loss                                               $(3,704)     $(3,811)
Adjustments to reconcile net (loss) income to
 net cash used in operating activities:
  Depreciation and amortization                            399          395
  Amortization of premiums on securities                   121          100
  Deferred rent obligation                                  82           --
  Amortization of deferred compensation                     --           16
  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                          (352)        (122)
Increase (decrease) in accounts payable,
  accrued liabilities and accrued compensation             198       (1,034)
Increase in deferred revenue                               938           --
Increase in collaborative agreement
  revenue receivable                                        --          196
                                                       -------      -------
Net cash used in operating activities                   (2,318)      (4,224)


Investing activities:

Sale or maturity of investments                          2,187       10,715
Purchase of investments                                     --      (13,818)
Purchases of property and equipment                       (532)        (209)
Issuance of loan to employee                                --          (50)
                                                       -------      -------
Net cash provided by (used in) investing activities      1,655       (3,362)


Financing activities:

Issuance of common stock                                   511          172
                                                       -------      -------
Net cash provided by financing activities                  511          172
                                                       -------      -------
Net decrease in cash and cash equivalents                 (152)      (7,414)
Cash and cash equivalents at beginning of period         6,236       16,590
                                                       -------      -------
Cash and cash equivalents at end of period             $ 6,084      $ 9,176
                                                       =======      =======










                       See notes to financial statements.

                                        3


<PAGE>



                       SYNAPTIC PHARMACEUTICAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2000


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, 1999, and
notes  thereto  included in the Company's  1999 Annual Report on Form 10-K.  The
results of  operations  for the fiscal  quarter  ended March 31,  2000,  are not
necessarily  indicative of the results of operations to be expected for the full
year.


Note 2 -- Revenue Recognition

         Staff  Accounting  Bulletin No. 101 "Revenue  Recognition  in Financial
Statements"  (SAB 101),  requires that  nonrefundable,  up-front license fees be
deferred and recognized generally over the term of the license agreement, unless
the agreements and facts and  circumstances  of the transaction  clearly reflect
the completion of the earnings  process as defined,  regardless of the fact they
are nonrefundable.  The Company's policy historically has been to recognize such
nonrefundable,  up-front license fees as revenue at such time they were received
or, if earlier,  became  guaranteed.  As of  December  31,  1999,  there were no
revenues  recognized  in prior periods which would need to have been deferred in
order to conform with SAB 101.






























                                        4


<PAGE>



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

Overview

         Synaptic Pharmaceutical  Corporation ("Synaptic" or the "Company") 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  in its genomics  program to discover and
clone the genes that code for human receptors. The Company and its licensees are
also utilizing this technology in functional  genomics  programs to discover the
function  of  these  receptors  in the  body  and  thus  specific  physiological
disorders with which they may be  associated.  The Company and its 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  Grunenthal  GmbH
("Grunenthal")and Kissei  Pharmaceutical Co., Ltd. ("Kissei"). Concurrently with
the establishment of the  collaborative arrangement with Grunenthal, the Company
granted a license to certain of its technology and patent rights.

         In  addition  to its ongoing  collaborative  arrangements,  three other
pharmaceutical  companies,  Eli Lilly and Company ("Lilly"),  Novartis Pharma AG
("Novartis"), and Glaxo Group Limited ("Glaxo"), have licenses to certain of the
Company's  technology  and patent rights.  The Lilly and Novartis  licenses were
granted  concurrently with the establishment of collaborative  arrangements with
such companies.  While the Lilly  collaboration  and the Novartis  collaboration
ended in July  1999 and  August  1998,  respectively,  the  associated  licenses
continue  for  the  respective   periods  provided  in  these  agreements.   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 in this Item 2 as the "License Agreements."

         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.

         Under the  License  Agreements,  the Company may receive one or more of
the following  types of revenue:  contract  revenue,  license  revenue,  royalty
revenue or revenue from the sales of drugs.  Contract revenue includes  research
funding to support a specified  number of the Company's  scientists and payments
upon the achievement of specified research and development milestones.  Research
funding revenue is recognized  ratably over the period of the  collaboration  to
which it relates and is based upon predetermined funding requirements.  Research
and  development  milestone  payment  revenue  is  recognized  when the  related
research or  development  milestone  is  achieved.  License  revenue  represents
non-refundable  payments for a license to one or more of the  Company's  patents
and/or a  license  to the  Company's  technology.  Non-refundable  payments  for
licenses were  recognized as they were received or when they became  guaranteed.
Effective January 1, 2000,  payments for licenses will be recognized as they are
received  or,  if  earlier,  when  they  become  guaranteed  provided  they  are
independent  of any  continuing  research  activity,  otherwise,  they  will  be
recognized  pro-rata  during  the  term of the  related  research  agreement  in
accordance  with Staff  Accounting  Bulletin  No. 101  "Revenue  Recognition  in
Financial  Statements".  Under each of the  License  Agreements  (other than the
Grunenthal Agreement), the Company is entitled to receive royalty payments based
upon the sales of drugs that may be developed using the Company's  technology or
that may be covered by the Company's  patents.  Under the Grunenthal  Agreement,
the Company has development  and marketing  rights in certain  territories  with
respect  to  drugs,  if  any,  that  are  jointly  identified  as  part  of  the
collaboration with Grunenthal. Accordingly, the Company may receive

                                        5


<PAGE>



revenue from sales in its  territories  (as defined) of such drugs if it markets
them  independently  or the Company may receive royalty  payments if it licenses
its  marketing  rights to a third party.  To date,  the Company has not received
either  royalty  revenue or revenue from the sales of drugs and the Company does
not expect to receive such revenues for a number of years, if at all.

         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 $54,634,000 at March 31, 2000. The Company expects
to continue to incur  operating  losses for a number of years and may not become
profitable,  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, 2000 and 1999

         Revenues.  The Company  recognized revenue of $214,000 and $644,000 for
the three  months ended March 31, 2000 and 1999,  respectively.  The decrease of
$430,000 was attributable to a net decrease in contract  revenue  resulting from
the net reduction in the number of  scientists  being funded under the Company's
collaborative arrangements.

         Research and Development  Expenses.  The Company incurred  research and
development  expenses of  $3,139,000,  and $3,986,000 for the three months ended
March 31, 2000 and 1999,  respectively.  The decrease of  $847,000,  or 21%, was
attributable  primarily  to a net  decrease  in  headcount  and a  corresponding
decrease in supply costs.

         General and Administrative  Expenses.  The Company incurred general and
administrative  expenses of $1,364,000 and $1,206,000 for the three months ended
March 31, 2000 and 1999,  respectively.  The increase of  $158,000,  or 13%, was
attributable  primarily to an increase in rent expense resulting from previously
contracted increases in square footage.

         Other Income,  Net. The Company  recorded  other income of $585,000 and
$737,000 for the three months ended March 31, 2000 and 1999,  respectively.  The
decrease of  $152,000  was  primarily  due to lower cash,  cash  equivalent  and
marketable  securities  balances  during 2000 as a result of the  utilization of
these resources to fund the Company's operations.

         Net Loss and  Basic  and  Diluted  Net  Loss  Per  Share.  The net loss
incurred by the Company was $3,704,000 ($0.34 per share),  and $3,811,000 ($0.36
per share) for the three months ended March 31, 2000 and 1999, respectively. The
decrease in net loss per share of $0.02  resulted  primarily from lower expenses
partially  offset by lower revenues and other income during the first quarter of
2000 as described above.


Operating Trends

         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. On January 24, 2000, the Company entered into a research and
licensing  agreement  with Kissei  Pharmaceutical  Co.,  Ltd.  The Company  will
recognize  revenue  under this  agreement  during 2000 and expects to  recognize
revenue under this agreement during 2001 and 2002. Under the terms of certain of
the License  Agreements,  revenues may be recognized if certain  milestones  are
achieved.   Management   continues  to  assess  the  opportunity  for  obtaining
additional funding under new collaborative  and/or license agreements as well as
obtaining financing

                                        6


<PAGE>



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 2000 and 2001 as existing
funds are utilized to support the Company's operations.

         Property  and  equipment  spending  may  vary  from  period  to  period
depending on numerous factors  including:  the number of collaborations in which
the Company is involved at any given time;  replacement due to obsolescence  and
replacement  due to normal  wear.  Consequently,  equipment  spending in 2000 is
expected to increase from that of 1999.

         At March 31,  2000,  the Company  held  marketable  securities  with an
estimated  fair  value of  $33,623,000.  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-sale
securities. The following table provides information about marketable securities
held by the Company at March 31, 2000:
                                                                Estimated
       Principal Amount and Weighted Average Stated Rate           Fair
                   by Expected Maturity                           Value
   ----------------------------------------------------         ---------
   (000's)      2000    2001     2002     2003   Total           (000's)
   ----------------------------------------------------         ---------
   Principal   $4,300  $20,440  $2,500  $6,500  $33,740          $33,623

   Weighted
    Average
    Stated
    Rates       6.09%   7.91%   6.50%    5.77%    7.16%              --
   ----------------------------------------------------        ---------

         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 the impact
of such fluctuations are not expected to be material.

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

Liquidity and Capital Resources

         At March 31, 2000 and December 31, 1999,  cash,  cash  equivalents  and
marketable securities aggregated $39,707,000 and $42,143,000, respectively. This
decrease  was a  result  of the  utilization  of  these  resources  to fund  the
Company's operations.

         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

                                        7


<PAGE>



interest  income  and  gains  resulting  from its  investments.  If the  current
biotechnology  financing  environment  remains  unfavorable,  raising additional
capital may be difficult.

         At March 31, 2000, the Company had invested an aggregate of $11,833,000
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 $1,575,000.  The lease provides for fixed escalations in rent payments
in the years 2005 and 2010.

         At  March  31,  2000,  the  Company  had   $39,707,000  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 and cash  that it  expects  to  receive
through  interest  payments on its  investments,  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.

         As  of  December  31,  1999,   the  Company  had  net  operating   loss
carryforwards of approximately  $45,000,000 for Federal income tax purposes that
will expire principally in the years 2002 through 2019. In addition, the Company
had research and  development  credit  carryforwards  of  $1,610,000  which will
expire  principally in 2002 through 2018. For financial  reporting  purposes,  a
valuation  allowance  has been  recognized  to offset  the  deferred  tax assets
related to these carryforwards. Due to limitations imposed by the Tax Reform Act
of 1986, and as a result of a significant  change in the Company's  ownership in
1993  and  1997,   the   utilization   of  $25,000,000  of  net  operating  loss
carryforwards is subject to annual  limitation.  The utilization of the research
and development credits is similarly limited.


Recent Accounting Pronouncements

         In June 1998, the Financial Accounting Standards Board issued Statement
of Financial  Accounting  Standards No. 133,  "Accounting  for  Derivatives  and
Hedging  Activities"  ("SFAS 133"),  which establishes  accounting and reporting
standards for derivative  instruments,  including certain derivative instruments
embedded in other contracts  (collectively  referred to as derivatives)  and for
hedging  activities.  SFAS 133, as amended, is effective for all fiscal quarters
of fiscal years beginning after June 15, 2000. As the Company does not currently
intend to engage in derivatives or in hedging transactions, the Company does not
anticipate any effect on its results of operations,  financial  position or cash
flows upon the adoption of SFAS 133.

         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, 1999 (the "1999 Form 10-K"),  including in Item 1
of the 1999 Form 10-K under the captions  "Patents,  Proprietary  Technology and
Trade  Secrets,"  "Competition"  and  "Government  Regulation" as well as in the
section entitled

                                        8


<PAGE>



"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.


















































                                        9


<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.




























































                                       10


<PAGE>



                           PART II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K


(a) Exhibits

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

10.1        Sublease  Agreement dated as of February 1, 2000,  between the
            Company and Linguagen Corporation (filed herewith)

27          Financial Data Schedule


(b)         Reports on Form 8-K

On March 2, 2000, the Company filed a Current Report on Form 8-K summarizing the
status of certain drug discovery programs it is conducting in collaboration with
Merck.








































                                       11


<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 11, 2000             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





































                                       12