5

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark One)

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

For the quarterly period ended               May 1, 1999
                               ------------------------------------------------

                                       OR

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

For the quarterly period ended _______________________to _______________________


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

                           Commission File No.0-20234

                                TODAY'S MAN, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           PENNSYLVANIA                                         23-1743137
------------------------------------                        --------------------
  (State or other jurisdiction of                              (IRS Employer
  incorporation or organization)                            Identification No.)

    835 LANCER DRIVE, MOORESTOWN, NJ                               08057
---------------------------------------                     --------------------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number                  609-235-5656
                             ---------------------------------------------------

                                 Not Applicable
               ---------------------------------------------------
               Former name, former address and former fiscal year,
                          if changed since last report

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, and (2) has been subject to such filing requirements
for the past 90 days.

                                         YES  X          NO
                                             ---            ---

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN A BANKRUPTCY DURING THE PRECEDING
FIVE YEARS

     Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                                         YES  X          NO
                                             ---            ---

27,014,635 common shares were outstanding as of June 11, 1999.


<PAGE>


                                TODAY'S MAN INC.

                                      INDEX

<TABLE>
<CAPTION>

                                                                                                       PAGE
                                                                                                       ----
<S>                                                                                                   <C>
PART I. FINANCIAL INFORMATION:

       Item 1.    Condensed Consolidated Financial Statements - Unaudited

       Consolidated Balance Sheets
                  May 1, 1999 and January 30, 1999........................................................1

       Consolidated Statements of Operations
                  Thirteen weeks ended May 1, 1999 and May 2, 1998........................................2

       Consolidated Statements of Cash Flows
                  Thirteen weeks ended May 1, 1999 and May 2, 1998........................................3

                  Notes to Consolidated Financial Statements............................................4-5

       Item 2.    Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.............................................................6-9

       Item 3.    Quantitative and Qualitative Disclosures about Market Risks.............................9

PART II. OTHER INFORMATION

       Item 1.    Legal Proceedings......................................................................10

       Item 2.    Changes in Securities and Use of Proceeds..............................................10

       Item 3.    Defaults Upon Senior Securities........................................................10

       Item 4.    Submission of Matters to a Vote of Security Holders....................................10

       Item 5.    Other Information......................................................................10

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

         Signatures......................................................................................11

</TABLE>


<PAGE>

                                TODAY'S MAN, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                  MAY 1,                JANUARY 30,
                                                                                   1999                    1999
                                                                               ------------             -----------
                                                                               (UNAUDITED)
                                     ASSETS
<S>                                                                             <C>                     <C>
Current assets:
      Cash and cash equivalents .......................................         $    59,500             $ 1,181,100
      Due from credit card companies and other receivables, net .......           1,809,300               1,535,300
      Inventory .......................................................          38,187,600              34,636,600
      Prepaid expenses and other current assets .......................           3,836,500               3,903,800
      Prepaid inventory purchases .....................................           1,616,400               3,038,600
                                                                                -----------             -----------
         Total current assets .........................................          45,509,300              44,295,400

Property and equipment, less accumulated depreciation and
 amortization .........................................................          33,173,200              32,664,900
Loans to shareholders .................................................             228,400                 228,400
Rental deposits and other noncurrent assets ...........................           1,838,900               1,785,600
                                                                                -----------             -----------
                                                                                $80,749,800             $78,974,200
                                                                                ===========             ===========
                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
      Trade accounts payable ..........................................           $5,454,500             $ 5,719,400
      Accrued expenses and other current liabilities ..................            3,011,300               5,827,200
      Capital lease obligations .......................................              667,500                 821,600
                                                                                 -----------             -----------
         Total current liabilities ....................................            9,133,300              12,368,200

Capital lease obligations, less current maturities ....................                   --                 216,000
Deferred rent and other ...............................................            4,694,300               4,750,000
Obligation under revolving credit facility ............................           14,993,100               8,945,700
                                                                                 -----------             -----------
                                                                                  28,820,700              26,279,900
Shareholders' equity:
Preferred stock, no par value, 5,000,000 shares authorized,
 none issued ..........................................................                   --                      --
Common stock, no par value, 100,000,000 shares authorized,
 27,014,635 and 27,014,485 shares issued and outstanding at
 May 1, 1999 and January 30, 1999 respectively, net of
 accumulated retained deficit of $27,316,200 as of
 January 31, 1998 .....................................................           48,189,900              48,451,200
Retained earnings .....................................................            3,739,200               4,243,100
                                                                                 -----------             -----------
Total shareholders' equity ............................................           51,929,100              52,694,300
                                                                                 -----------             -----------
                                                                                 $80,749,800             $78,974,200
                                                                                 ===========             ===========

</TABLE>

                             See accompanying notes.

                                       1

<PAGE>


                                TODAY'S MAN, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                           FOR THIRTEEN WEEKS ENDED
                                                         ----------------------------
                                                          MAY 1, 1999     MAY 2, 1998
                                                         ------------    ------------
<S>                                                      <C>             <C>
Net sales ............................................   $ 44,884,000    $ 46,253,400
Cost of goods sold ...................................     28,635,100      29,455,200
                                                         ------------    ------------
       Gross profit ..................................     16,248,900      16,798,200
Selling, general and administrative expenses .........     16,709,500      15,339,700
                                                         ------------    ------------
Income (loss) from operations ........................       (460,600)      1,458,500
Interest expense and other income, net ...............        246,800         757,200
                                                         ------------    ------------
       Income (loss) before income taxes .............       (707,400)        701,300
Income taxes (benefit) ...............................       (203,500)        259,500
                                                         ------------    ------------
Net income (loss) ....................................   $   (503,900)   $    441,800
                                                         ============    ============
Earnings (loss) per share - basic ....................   $      (0.02)   $       0.02
                                                         ============    ============
Weighted average shares outstanding ..................     27,014,533      27,276,536
Earnings (loss) per share, assuming dilution .........   $      (0.02)   $       0.02
                                                         ============    ============
Weighted average shares outstanding,
 assuming dilution ...................................     27,014,533      28,534,495

</TABLE>

                             See accompanying notes.


                                       2


<PAGE>


                                TODAY'S MAN, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                FOR THIRTEEN WEEKS ENDED
                                                                             -----------------------------
                                                                               MAY 1, 1999    MAY 2, 1998
                                                                             -------------   -------------
<S>                                                                          <C>             <C>
Operating activities
     Net income (loss) ...................................................   $   (503,900)   $    441,800
     Adjustments to reconcile net income (loss) to net cash used in
      operating activities:
         Depreciation and amortization ...................................        901,100         941,000
         Accretion of debt discount ......................................           --           104,600
         Deferred credits ................................................        (55,700)        199,100
         Tax benefit of net operating loss carryforward ..................       (261,700)        259,500
     Changes in operating assets and liabilities:
         (Increase) decrease in receivables ..............................       (274,000)        401,600
         Increase in inventory ...........................................     (3,551,000)     (2,873,900)
         Decrease (increase) in prepaid expenses and other current
          assets .........................................................      1,489,500      (2,443,100)
         Increase in rental deposits and other non current assets ........        (53,300)       (575,600)
         Decrease in payables, accrued expenses and liabilities subject
          to settlement ..................................................     (3,080,800)     (7,051,200)
         Decrease in restricted cash .....................................           --         3,612,500
                                                                             ------------    ------------
     Total adjustments ...................................................     (4,885,900)     (7,425,500)
                                                                             ------------    ------------
Net cash used in operating activities ....................................     (5,389,800)     (6,983,700)

Cash flow used in investing activities:
     Capital expenditures ................................................       (397,600)        (54,200)
     Fixtures and equipment in process ...................................     (1,011,900)           --
                                                                             ------------    ------------
Net cash used in investing activities ....................................     (1,409,500)        (54,200)

Cash flow provided by (used in) financing activities:
     Repayment of capital leases .........................................       (370,100)       (321,300)
     Borrowings under revolving credit facility ..........................     44,126,800      20,095,000
     Repayment of term loan and revolving credit facility ................    (38,079,400)    (12,279,200)
     Proceeds from exercise of stock options and common stock purchase
         warrants ........................................................            400          10,300
                                                                             ------------    ------------
Net cash provided by financing activities ................................      5,677,700       7,504,800

Net increase (decrease) in cash and cash equivalents .....................     (1,121,600)        466,900
Cash and cash equivalents at beginning of period .........................      1,181,100         219,500
                                                                             ------------    ------------

Cash and cash equivalents at end of period ...............................   $     59,500    $    686,400
                                                                             ============    ============

</TABLE>


                             See accompanying notes.

                                       3


<PAGE>


                                TODAY'S MAN, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

1. BASIS OF FINANCIAL STATEMENT PRESENTATION

     The accompanying unaudited consolidated financial statements, which include
the accounts of the Company and its wholly owned subsidiaries, have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. All significant intercompany transactions and accounts
have been eliminated in consolidation. In the opinion of management, all
adjustments (consisting only of normal recurring accruals) considered necessary
for a fair presentation have been included. Due to the seasonal nature of the
Company's sales, operating results for the interim period are not necessarily
indicative of results that may be expected for the fiscal year ending January
29, 2000. For further information, refer to the consolidated financial
statements and footnotes thereto which are included in the Company's Annual
Report on Form 10-K for the fiscal year ended January 30, 1999.

     As of January 31, 1998, the Company effected a quasi-reorganization through
the application of $27,316,200 of its $74,115,700 Common Stock account to
eliminate its retained deficit. The Company's Board of Directors decided to
effect a quasi-reorganization given that the Company had completed its
restructuring, obtained long-term financing and successfully emerged from
bankruptcy. The Company's retained deficit at January 31, 1998 was related to
operations that resulted in the restructuring of the Company and the losses
incurred during the Chapter 11 proceeding and was not, in management's view,
reflective of the Company's current financial condition.

2. USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

3. EARNINGS (LOSS) PER COMMON SHARE

     Earnings (loss) per share is calculated following Financial Accounting
Standards Board issued Statement No. 128 Earnings per Share. Statement 128
requires companies to present basic and diluted earnings per share. Basic
earnings per share excludes any dilutive effect of outstanding stock options
whereas diluted earnings per share includes the effect of such items. There is
no difference between basic and diluted earnings per share because the effect of
the Company's common share equivalents would be anti-dilutive.


                                       4


<PAGE>


                                TODAY'S MAN, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

4. RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the FASB issued Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities, which is required to be adopted in fiscal
2000. The Company expects to adopt the new Statement effective February 2, 2002.
The Statement will require the Company to recognize all derivatives on the
balance sheet at fair value. Derivatives that are not hedges must be adjusted to
fair value through income. If a derivative is a hedge, depending on the nature
of the hedge, changes in the fair value of the derivative will either be offset
against the change in fair value of the hedged asset, liability, or firm
commitment through earnings, or recognized in other comprehensive income until
the hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value will be immediately recognized in earnings.
The Company does not anticipate that the adoption of this Statement will have a
significant effect on its results of operations or financial position.

     In March, 1998, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position (SOP) No. 98-1 "Accounting for the Costs of
Computers Software Developed or Obtained for Internal Use." The Company followed
the SOP in accounting for the costs of computer software obtained for internal
use during 1998. SOP 98-1 is consistent with the Company's prior accounting
policies in all material aspects.


                                       5


<PAGE>


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

INVESTMENT CONSIDERATIONS

     In analyzing whether to make, or to continue, an investment in the Company,
investors should consider, among other factors, certain investment
considerations more particularly described in "Item 1: Business - Investment
Considerations" in the Company's Annual Report on Form 10-K for the year ended
January 30, 1999, a copy of which can be obtained, without charge except for
exhibits to the Report, upon written request to Mr. Frank E. Johnson, Executive
Vice President and Chief Financial Officer, Today's Man, Inc., 835 Lancer Drive,
Moorestown, New Jersey 08057.

SAFE HARBOR STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     Certain statements in this Form 10-Q which are not historical facts,
including, without limitation, statements as to the Company's planned results
for 1999, new store openings, estimated costs of new systems, and the costs to
address year 2000 compliance, or as to management's beliefs, expectations, or
opinions, are forward looking statements that involve risks and uncertainties
and are subject to change at any time. Certain factors, including, without
limitation the risk that the assumptions upon which the forward-looking
statements are based ultimately may prove incorrect and the other risks detailed
from time to time in the Company's filings with the Securities and Exchange
Commission, including, without limitation, its Annual Report on Form 10-K, can
cause actual results and developments to be materially different from those
expressed or implied by such forward-looking statements. See "Investment
Considerations" above, for instructions on how to receive a copy of the
Company's Annual Report.

RESULTS OF OPERATIONS:

     The following table sets forth, as a percentage of net sales, certain items
appearing in the consolidated statements of operations for the thirteen week
periods ended May 1, 1999 and May 2, 1998, respectively.

                                                       PERCENTAGE OF NET SALES
                                                        THIRTEEN WEEKS ENDED
                                                       -----------------------
                                                         May 1,       May 2,
                                                          1999        1998
                                                         -----       ------
Net sales ...........................................    100.0%       100.0%
Cost of goods sold ..................................     63.8         63.7
                                                         -----        -----
     Gross profit ...................................     36.2         36.3
Selling, general and administrative expenses ........     37.2         33.1
                                                         -----        -----
     Income from operations .........................     (1.0)         3.2
     Interest expense and other income, net .........      0.5          1.6
                                                         -----        -----
Income before income taxes ..........................     (1.5)         1.6
Income taxes ........................................     (0.4)         0.6
                                                         -----        -----
     Net income .....................................     (1.1%)        1.0%
                                                         =====        =====


                                       6

<PAGE>


THIRTEEN WEEKS ENDED MAY 1, 1999 AND MAY 2, 1998:

NET SALES. Net sales decreased $1,369,400 or 3.0% in the first quarter of fiscal
1999 compared to the year ago period. Comparative store sales decreased 3.0%.
The decrease in net sales is a result of the strategic decision to shorten the
first quarter clearance period in order to emphasize the value of the Today's
Man brand and everyday low price philosophy. There were 25 superstores in
operation at May 1, 1999 and May 2, 1998, respectively.

GROSS PROFIT. Gross profit as a percentage of net sales remained virtually
unchanged at 36.2% for the first quarter of fiscal 1999 from 36.3% for the first
quarter of fiscal 1998. The relative stability in the gross profit percentage is
a result of the Company's commitment to its everyday low pricing strategy and
ability to maintain appropriate stock levels through its replenishment program.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $1,369,800 or 8.9% in the first quarter of
fiscal 1999, and increased as a percentage of sales to 37.2% from 33.1% in the
first quarter of fiscal 1998. The increase was due to the costs of branding and
relationship marketing, which was approximately $1,000,000 as of May 1, 1999.
The Company also incurred approximately $400,000 in administrative expenses
related to the replenishment program and new store expansion.

INTEREST EXPENSE AND OTHER INCOME, NET. Interest expense, interest income and
other expense, net decreased by $510,400 from the first quarter of fiscal 1998.
The decrease in interest expense is attributable to the refinancing of the
Company's revolving credit facility with Mellon Bank on December 4, 1998 which
bears interest at prime (7.75% at May 1, 1999). The Company's previous loan
agreement with Foothill Capital Corporation included a revolving credit facility
which bore interest at prime plus 1/2% and a term loan which bore interest at
18.9%. The Company had average borrowings under its revolving credit facility of
$13,648,000 during the quarter ended May 1, 1999 as compared to average
borrowings of $4,900,000 under its revolving credit facility and $11,800,000
under the term loan during the quarter ended May 2, 1998. As a result of
revolving credit borrowings the Company recorded interest expense of $246,800
during the quarter ended May 1, 1999.


                                       7


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

     The Company's primary sources of working capital are cash flow from
operations and borrowings under the revolving credit facility. At May 1, 1999,
the Company had working capital of $36,376,000 as compared with $31,927,200 at
January 30, 1999.

     On December 4, 1998, the Company entered into a Loan and Security Agreement
with Mellon Bank, N.A., ("Mellon") individually and as agent. The Loan and
Security Agreement provides for a $45.0 million revolving credit facility. The
Company has granted Mellon a lien on its tangible and intangible assets to
secure this revolving credit facility. Proceeds from this loan were used to
refinance the Company's previous revolving credit facility and term loan from
Foothill Capital Corporation. As a result of this refinancing, the Company
incurred a prepayment penalty of approximately $720,000 and wrote off
approximately $640,000 of unamortized debt issuance costs. These amounts were
offset by approximately $315,000 in accrued debt discount and related
liabilities and approximately $387,000 in income tax benefits related to this
extraordinary item.

     The Mellon revolving credit facility bears interest at the option of the
Company at prime (7.75% at May 1, 1999) or LIBOR (4.98% at May 1, 1999) plus a
margin ranging from 1.75% to 3.25% depending upon the Company's EBITDA, has a
term of five years and includes a $20.0 million sublimit for letter of credit
advances. Availability under the revolver is determined by a formula based on
inventory and credit card receivables, less applicable reserves.

     The Mellon Loan and Security Agreement contains financial covenants
including tangible net worth, indebtedness to tangible net worth and fixed
charge coverage ratios, and limitations on new store openings and capital
expenditures as well as restrictions on the payment of dividends. In April 1999
the Company and Mellon amended the Loan Agreement to allow for the inclusion of
participant lenders and to modify certain other provisions, including the
tangible net worth and fixed charge coverage ratio covenant. The Company was in
compliance with all covenants, as amended, as of and for the quarter ended May
1, 1999.

     The Company believes that the sources of capital above and internally
generated funds will be adequate to meet the Company's anticipated needs through
fiscal 1999.

YEAR 2000 COMPLIANCE

     The Company is conducting a comprehensive review of its information
technology and non information technological systems to determine which systems
will require modification to enable proper processing of transactions related to
the year 2000 and beyond. The primary information systems upon which the Company
relies for its daily operations are the point of sale register systems, its
merchandising system and its general ledger accounting system. The Company has
completed testing of its point of sale and existing general ledger system and
concluded that these systems are capable of processing transactions in the year
2000 and beyond. The Company's merchandising system will require remediation
that is estimated to cost less than $250,000. A further and complete analysis of
the Company's internal systems has indicated that despite the systems' ability
to properly process transactions related to the year 2000 and beyond, the
Company's overall operations would be better served by replacing the existing
general ledger and merchandising systems. As of January 30, 1999, the Company
has completed the installation of its new general ledger system. The Company's
new merchandising system has been warranted to be a year 2000 compliant system
by the supplier and management believes that it will be fully installed, tested
and functioning by the end of the second quarter of Fiscal 1999. The Company
estimates that it will spend an additional $1.0 million to $2.0 million of
budgeted funds through the end of the fiscal year ending January 30, 2000
("Fiscal 1999") to replace its existing merchandise and financial accounting
systems. Included in fixtures and equipment in process for the quarter ended May
1, 1999 is approximately $700,000 of new system costs. One of the primary
requirements imposed by the Company on its new systems vendors is certification
of year 2000 compliance and compatibility. The costs for new systems will be
capitalized and depreciated, to


                                       8
<PAGE>



LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

the extent permitted by Generally Accepted Accounting Principles, in accordance
with the Company's fixed asset policy.

     In an effort to determine and ensure that there would be no material and
adverse impact on the results of the Company's operations caused by non
informational technological systems, an internal committee was developed using a
cross section of all disciplines within the Company. All of the Company's
vendors and suppliers were polled and asked to evaluate and confirm their
abilities to process transactions in the year 2000 and beyond. This committee,
which reports directly to the Company's Chief Financial Officer, is currently
evaluating responses from vendors and has preliminarily identified all mission
critical non-information technological systems. These systems will be tested and
contingency plans will be developed for those systems deemed to be
non-compliant. It is the committee's intention to complete its testing and
contingency planning before September 30, 1999. As of June 10, 1999, no
contingency plans have been developed.

     If the Company's present efforts to address year 2000 compliance issues are
not successful, or if the systems of its suppliers are not compliant, the
Company may be unable to engage in normal business activities for a period of
time after January 1, 2000. As a result the Company would be unable to recognize
income. The Company also may lose existing or potential clients and its
reputation in the industry might be damaged.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

     The Company is a retail company doing business within the United States.
Its primary market risk is exposure to interest rates fluctuations on its debt
instruments. The Company's bank revolving credit facility bears interest at
variable rates. The variable interest rate is the rate in effect at the quarter
ended May 1, 1999, and it fluctuates with the lending bank's prime rate or LIBOR
rates.


                                       9


<PAGE>


PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS
         -----------------

         None - not applicable

Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
         -----------------------------------------

         None - not applicable

Item 3.  DEFAULTS UPON SENIOR SECURITIES
         -------------------------------

         None - not applicable

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
         -----------------------------------------------

         None - not applicable

Item 5.  OTHER INFORMATION
         -----------------

         None - not applicable

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

         EXHIBITS

         None - not applicable

         REPORTS ON FORM 8-K

         None - not applicable


                                       10



<PAGE>


                                   SIGNATURES

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

                                       TODAY'S MAN, INC.
                                        (Registrant)

Date:    June 11, 1999                 /s/ DAVID FELD
                                       ---------------------------------
                                       David Feld
                                       Chairman of the Board and
                                       Chief Executive Officer

Date:    June 11, 1999                 /s/ FRANK E. JOHNSON
                                       ---------------------------------
                                       Frank E. Johnson
                                       Executive Vice President, Chief Financial
                                       Officer and Treasurer
                                       Principal Financial Officer

Date:    June 11, 1999                 /s/ BARRY S. PINE
                                       ---------------------------------
                                       Barry S. Pine
                                       Vice President and Controller
                                       Principal Accounting Officer


                                       11