UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

  [X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
       EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998

       TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
       EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM  _________________ TO
       _________________


                            ALTAIR INTERNATIONAL INC.
                            -------------------------
             (Exact name of registrant as specified in its charter)

       Province of
         Ontario,
          Canada                       1-12497                     None
          ------                       -------                     ----
(State or other jurisdiction    (Commission File No.)          (IRS Employer
    of incorporation)                                        Identification No.)

                         1725 Sheridan Avenue, Suite 140
                               Cody, Wyoming 82414
                               -------------------
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (307) 587-8245



     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 June 30, 1998, the registrant had 15,039,763 Common
                              Shares outstanding.

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                            ALTAIR INTERNATIONAL INC.
                           CONSOLIDATED BALANCE SHEETS
                      (Expressed in United States Dollars)
<TABLE>
<CAPTION>

                                                                      June 30,           December 31,
                                                                        1998                 1997
                                                                     (unaudited)          (audited)
                                                                     -----------          ---------
                            ASSETS
<S>                                                                   <C>                <C>        
Current
     Cash and short-term investments                                  $ 7,069,601        $ 8,161,770
     Other current assets                                                   8,881             31,193
                                                                ------------------  -----------------
                                                                        7,078,482          8,192,963
Capital
     Office equipment, vehicles, testing and mining
          equipment  (Cost, net of amortization)                          349,100            397,723

Centrifugal jig patents and related expenditures
     (Cost, net of amortization)                                        3,706,990          3,918,378

Mineral properties and related deferred exploration
     expenditures                                                         902,410            606,551

Goodwill, net                                                               5,094             10,189
                                                                ------------------  -----------------
                         Total Assets                                $ 12,042,076       $ 13,125,804
                                                                ==================  =================
                         LIABILITIES
Current
     Accounts payable and accrued liabilities                           $ 146,483          $ 227,439
     Current portion of notes payable                                      52,903            253,890
     Current portion of convertible debentures - liability
          element                                                         126,385            231,481
                                                                ------------------  -----------------
                                                                          325,771            712,810

Notes payable                                                                 ---              5,901

Convertible debentures - liability element                                433,364            596,550
                                                                ------------------  -----------------
                       Total Liabilities                                  759,135          1,315,261
                                                                ------------------  -----------------
                     SHAREHOLDERS' EQUITY
Capital stock issued
     15,039,763 common shares at June 30, 1998; 15,492,745
          shares at December 31, 1997                                  16,001,543         13,942,453
                                                                ------------------  -----------------
Convertible debentures - equity element                                 2,807,334          4,171,969
                                                                ------------------  -----------------
Deficit
     Balance, beginning of period                                      (6,303,879)        (3,956,564)
     Accretion of equity element of convertible debentures               (121,280)               ---
     Premium on conversion of convertible debentures                     (155,634)               ---
     Convertible debenture issuance costs                                 (22,702)          (515,844)
     Net loss for the period                                             (922,441)        (1,831,471)
                                                                ------------------  -----------------
     Balance, end of period                                            (7,525,936)        (6,303,879)
                                                                ------------------  -----------------
                  Total Shareholders' Equity                           11,282,941         11,810,543
                                                                ------------------  -----------------
          Total Liabilities and Shareholders' Equity                 $ 12,042,076       $ 13,125,804
                                                                ==================  =================
</TABLE>
                                       2
<PAGE>



                            ALTAIR INTERNATIONAL INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (Expressed in United States Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                              Three Months Ended                Six Months Ended
                                                   June 30,                         June 30,
                                        -------------   -------------    -------------   -------------
                                             1998            1997             1998            1997
                                        -------------   -------------    -------------   -------------
<S>                                         <C>             <C>             <C>             <C>      
Operating Expenses
     Professional fees                      $ 93,529        $ 90,743        $ 133,144       $ 173,895
     Wages and administration                 54,491          62,109           82,261         108,007
     Testing, research and development        66,641          34,740          133,691          62,134
     General and office                       27,310          23,729           43,177          41,795
     Shareholders' meetings and reports       84,883          63,734          108,772          81,885
     Shareholder relations                    41,946          31,043           64,842          55,026
     Occupancy costs                          18,001          12,921           34,552          20,443
     Travel                                   21,959          26,607           34,046          41,552
     Transfer agent's fees                     3,184           6,371            4,705           9,170
     Insurance                                19,881           3,834           35,575           6,356
     Accounting and corporate services         3,129           1,885            5,244           3,673
     Government fees and taxes                20,132           1,906           23,038           3,092
     Stock exchange fees                        (299)            757           78,675           1,639
     Bank charges                                613             305            1,325             588
     Loss (Gain) on foreign exchange           1,251         (17,601)           7,722          19,364
     Loss on disposal of fixed assets              -               -            4,417               -
     Amortization                            166,652         159,626          319,377         314,499
                                        -------------   -------------    -------------   -------------
                                             623,303         502,709        1,114,563         943,118
Interest on notes payable                     14,720           4,330           26,536           8,660
Interest income                              (98,986)        (16,962)        (218,658)        (48,554)
                                        -------------   -------------    -------------   -------------
Net loss for the period                    $ 539,037       $ 490,077        $ 922,441       $ 903,224
                                        =============   =============    =============   =============
Basic net loss per share                   $    0.04       $    0.03        $    0.06       $    0.06
                                        =============   =============    =============   =============
</TABLE>

                                       3
<PAGE>

                            ALTAIR INTERNATIONAL INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Expressed in United States Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                     Six Months Ended
                                                                         June 30,
                                                             --------------------------------
                                                                  1998              1997
                                                             --------------    --------------
<S>                                                             <C>               <C>        
Cash flows from operating activities
     Net loss for the period                                    $ (922,441)       $ (903,224)
     Adjustment to reconcile net loss for the period
          to net cash (used):
               Amortization                                        319,377           314,499
               Interest on convertible debentures                   35,594                 -
               Loss on disposal of fixed assets                      4,417                 -
                                                             --------------    --------------
                                                                  (563,053)         (588,725)
     Changes in assets and liabilities:
          Other current assets                                      22,312            (5,847)
          Accounts payable and accrued liabilities                 (80,953)         (139,708)
                                                             --------------    --------------
Net cash used in operating activities                             (621,694)         (734,280)
                                                             --------------    --------------
Cash flows from investing activities
     Purchase of mineral properties and related
          deferred exploration expenditures                       (295,859)         (157,078)
     Purchase of capital assets                                    (18,593)         (137,236)
     Purchase of centrifugal jig patents and related
          expenditures                                             (40,097)           (7,907)
                                                             --------------    --------------
Net cash used in investing activities                             (354,549)         (302,221)
                                                             --------------    --------------
Cash flows from financing activities
     Issuance of common shares for cash                            113,664         1,354,325
     Notes payable                                                (206,888)          (10,471)
     Convertible debenture issuance costs                          (22,702)                -
                                                             --------------    --------------
Net cash provided by (used in) financing activities               (115,926)        1,343,854
                                                             --------------    --------------
Net increase (decrease) in cash and short-term investments      (1,092,169)          307,353

Cash and short-term investments, beginning of period             8,161,770         3,270,161
                                                             --------------    --------------
Cash and short-term investments, end of period                 $ 7,069,601       $ 3,577,514
                                                             ==============    ==============
</TABLE>

                                        4
<PAGE>

                            ALTAIR INTERNATIONAL INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 1.  Basis of Preparation of Financial Statements

     These unaudited interim financial  statements of Altair  International Inc.
and its  subsidiaries  (collectively,  the  "Company")  have  been  prepared  in
accordance  with the rules and  regulations of the United States  Securities and
Exchange  Commission (the  "Commission").  Such rules and regulations  allow the
omission of certain  information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles,  so long as the  statements  are not  misleading.  In the opinion of
Company  management,  these financial  statements and accompanying notes contain
all adjustments  (consisting of only normal recurring  adjustments) necessary to
present fairly the financial  position and results of operations for the periods
shown. These interim financial statements should be read in conjunction with the
audited financial statements and notes thereto contained in the Company's Annual
Report  filed on Form 10-K for the year ended  December  31, 1997 filed with the
Commission  on March 31, 1998,  as amended by Amendment  No. 1 to the  Company's
Annual Report on Form 10-K/A filed with the Commission on May 18, 1998.

     The Company is an Ontario  corporation  and, in the past,  has prepared its
interim and year-end financial  statements in accordance with generally accepted
accounting  principles  in  Canada  ("Canadian  GAAP").  Because  the  Company's
operations  are now  centered  in the  United  States,  the  Company  determined
effective  January 1, 1997 that its functional  currency is the U.S.  Dollar and
determined effective January 1, 1998 to prepare its interim financial statements
in accordance with accounting principles generally accepted in the United States
("U.S. GAAP"). Accordingly, the foregoing unaudited interim financial statements
are denominated in U.S. Dollars and presented in accordance with U.S. GAAP.

     The results of operations for the three-month  and six-month  periods ended
June 30, 1998 are not  necessarily  indicative of the results to be expected for
the full year.

Note 2.  Convertible Debentures

     During  the  three-month  period  ended  June  30,  1998,  holders  of  the
convertible  debentures  elected to convert  $1,750,000  principal amount of the
debentures  and  $39,792 of accrued  interest.  The  conversions  were made at a
conversion  rate equal to 92% of the average  price of the common  shares of the
Company (the "Common  Shares") for the five trading days prior to the submission
of the notice of conversion by the holders.  These  conversions  resulted in the
issuance of 252,583 Common Shares.

Note 3.  Capital Stock

     During the three months ended June 30,  1998,  465,000  options to purchase
Common  Shares were issued to  employees  and  directors  at prices equal to the
market  price  on the  Nasdaq  Stock  Market  on the day  prior  to the  date of
issuance.  During the same  period,  no options were  exercised.  As of June 30,
1998, 1,530,000 options to purchase Common Shares were outstanding.


Note 4.  Non-Cash Investing and Financing Activities

     As discussed in Note 2, during the three-month  period ended June 30, 1998,
convertible  debentures  having a  principal  amount of  $1,750,000  and accrued
interest  of  $39,792  were  converted   into  252,583   Common  Shares.   These
transactions had the effect of increasing capital stock, causing an accretion of
the equity  element of  convertible  debentures  and  premium on  conversion  of
convertible  debentures,   and  reducing  the  current  portion  of  convertible
debentures - liability element,  convertible debentures - liability element, and
convertible debentures - equity element.


                                       5

<PAGE>


Note 5.  Development Stage Company


     As of June 30, 1998,  the Company would be  characterized  as a development
stage enterprise under Statement of Financial  Accounting Standards No. 7 ("SFAS
7").  The  following  is  a  summary  of  the  deficit  accumulated  during  the
development stage prepared in accordance with SFAS 7:

                                                            Accumulated deficit
                                                                 during the
                                                              development stage
                                                              ------------------
Professional fees                                                $ 1,248,807
Salaries and wages                                                 1,702,693
Shareholders' expenses                                               968,998
Office and general                                                 1,220,137
Loss on sale of mining claims                                        101,047
Amortization                                                       1,301,303
Interest on long-term debt                                            89,406
Write off of mineral properties and related
     deferred exploration expenditures                             1,292,354
Write off of organization costs                                        8,563
                                                              --------------
                                                                   7,933,308
Less:
     Interest income                                                (330,230)
     Gain on sale of marketable securities                           (35,773)
     Lease payments                                                 (143,754)
     Gain on forgiveness of debt                                    (702,726)
     Option payments                                                 (70,906)
                                                              --------------
Total accumulated loss                                             6,649,919
Convertible debenture costs                                          538,546
Share issue costs                                                     60,557
Accretion of equity element of convertible debentures                121,280
Premium on conversion of convertible debentures                      155,634
                                                              --------------
Accumulated deficit, June 30, 1998                               $ 7,525,936
                                                              ==============


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The  following  discussion  summarizes  the  results of  operations  of the
Company  and changes in its  financial  condition  for the three- and  six-month
periods  ended  June 30,  1998  and  1997.  This  discussion  should  be read in
conjunction with Management's Discussion and Analysis of Financial Condition and
Results of Operations  included in the Company's  Annual Report on Form 10-K for
the year ended December 31, 1997, as amended by Amendment No. 1 to the Company's
Annual Report on Form 10-K/A filed with the Commission on May 18, 1998.

Results of Operations

     The Company  has earned no  operating  revenues  to date.  Basic net losses
totaled  $922,441  ($.06 per  share)  during  the  first six  months of 1998 and
$903,224  ($.06 per share) during the same period of 1997.  For the three months
ended June 30,  1998 and 1997,  net losses  were  $539,037  ($.04 per share) and

                                       6
<PAGE>

$490,077 ($.03 per share),  respectively.  Principal factors contributing to the
losses  during  these  periods  were the  absence of revenue  together  with the
incurrence of operating expenses.

     Operating  expenses  for the six months  ended June 30, 1998  increased  by
$171,445 over the comparable period of 1997.  Testing,  research and development
increased by $71,557 for the six months ended June 30, 1998 over the same period
in 1997 principally due to internal labor costs associated with the testing of a
high-capacity  centrifugal jig. This shift in labor had the corresponding effect
of reducing the amount of labor included in wages and administration. In January
1998, the Common Shares began trading on the Nasdaq National Market System. As a
result of the expanded  market for the Common  Shares,  the expenses  associated
with stock exchange fees,  shareholders'  meetings and reports,  and shareholder
relations have increased over the prior year. Other increases in expenses during
the six months ended June 30, 1998 were  incurred  for  insurance as a result of
increased  coverages and for occupancy costs due to additional office space that
was leased in Reno,  Nevada  beginning  in January  1998.  Changes in  operating
expenses  between the second  quarter of 1997 and the second  quarter of 1998 do
not  differ  materially  from  changes  in the year to date  operating  expenses
outlined in the preceding discussion.

     Interest  and  miscellaneous  income for the three- and  six-month  periods
ended June 30, 1998  increased  over the same periods in 1997,  primarily due to
interest income earned on temporary investments.


Liquidity and Capital Resources

     The Company has financed its operations  since  inception  primarily by the
issuance  of equity  securities  (Common  Shares,  convertible  debentures,  and
options and warrants to purchase  Common  Shares) with aggregate net proceeds of
$19,056,117 as of June 30, 1998. The Company  received cash proceeds of $113,664
from the  exercise  of  options to acquire  Common  Shares  during the first six
months of 1998.

     The Company has earned no revenues and has incurred  recurring  losses.  At
December 31, 1997 the Company's accumulated deficit was $6,303,879.  The deficit
increased by $1,222,057  to  $7,525,936  during the first six months of 1998 due
primarily  to  operating  losses and costs  associated  with the issuance of the
convertible debentures.

     The Company currently  maintains working capital which management  believes
will be sufficient  for the  Company's  needs through the end of the 1998 fiscal
year;  however,  there  can be no  assurance  that the  Company  will be able to
continue to raise capital to fund the Company's long-term capital  requirements.
At June 30, 1998, the Company had $7,069,601 in cash and short-term  investments
available to meet its near-term  development  and operating  needs. In addition,
the Company has an option to sell up to  $5,000,000  of  additional  convertible
debentures.

     The Company  continues to use its working  capital to invest in the testing
and  development  of the  Altair  Centrifugal  Jig (the  "CJ")  and to invest in
mineral  properties  suitable for development and processing with the CJ. During
the first six months of 1998,  the  Company  invested  $295,859  in its  Camden,
Tennessee  mineral  property and made  investments for exploration of additional
mineral properties and patents.

Forward-Looking Statements

     This  Quarterly  Report on Form 10-Q  contains  forward-looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and

                                       7
<PAGE>

Section 21E of the  Securities  Exchange Act of 1934, as amended.  Statements in
this report  regarding the expansion of the Company's  operations and any future
acquisition activities are forward-looking statements.  Words such as "expects",
"intends", "believes",  "anticipates" and "likely" also identify forward-looking
statements.  Actual results could differ materially from those anticipated for a
number of  reasons,  including,  among  others,  the  failure of the CJ to prove
economically attractive to end users, the development of a substitute for the CJ
by a  competitor,  the need for an  unforeseen  amount of  capital  to  complete
testing  and  development  of the  Tennessee  Property  and  the CJ,  and  other
unanticipated factors. Risk factors,  cautionary statements and other conditions
that could cause actual results to differ are contained in the Company's filings
with the  Securities  and Exchange  Commission,  including the Company's  Annual
Report on Form 10-K for the year ended  December  31,  1997,  as amended on Form
10-K/A filed on May 18, 1998.

                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds.

     A Registration Statement on Form S-3, file no. 333-45511 (the "Registration
Statement")  was declared  effective  on May 18,  1998,  with respect to 924,973
Common  Shares  (the  "Shares"),  as  estimated  pursuant  to  Rule  416  of the
Securities Act of 1933 (the "Securities Act"). All of the Shares were registered
on behalf of existing  security  holders  and are to be offered on a  continuous
basis until all of the Shares are sold or the  effectiveness of the Registration
Statement is otherwise  terminated.  The aggregate offering price of the Shares,
as estimated as of April 6, 1998 pursuant to Rule 457 of the Securities Act, was
$7,977,892.  The Company has not received any proceeds  from the  offering,  and
between May 18, 1998 and June 30,  1998,  the Company  incurred no expenses  for
underwriting   discounts,   commissions,   finders'   fees,   expenses  paid  to
underwriters   and  similar   expenses  in  connection  with  the  issuance  and
distribution  of the Shares.  Inasmuch  as the Shares are not being  offered and
sold by the Company,  the Company does not have accurate information with regard
to the  number  of  Shares  sold to date or the  aggregate  offer  price of such
shares.

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

     The Company held an Annual and Special  Meeting of Shareholders on June 11,
1997 at which the Company's shareholders  considered and voted as follows on the
items described below:

     1.  The  shareholders  of the  Company  considered  whether  to  elect  the
following  persons as  directors  of the  Company,  each to serve until the next
annual meeting of shareholders of the Company and until his respective successor
shall have been duly elected and shall qualify:


Name of Nominee          Votes For             Votes            Broker Non-Votes
                                        Withheld/Abstentions
William Long             9,903,851            73,244                   -0-
James Golla              9,903,851            73,244                   -0-
George Hartman           9,903,851            73,244                   -0-
Robert Sheldon           9,903,851            73,244                   -0-



     2.   The  shareholders  of  the  Company   considered  whether  to  appoint
McGovern, Hurley, Cunningham, as auditors of the Company and authorize the Board
of  Directors  to fix their  remuneration.  There were  9,924,741  votes cast in
favor, 20,289 votes cast against, 32,005 abstentions, and no broker non-votes.

     3.  The Shareholders of the Company  considered a resolution  approving the
1998  Altair  International  Inc.  Stock  Option  Plan  and the  reservation  of
2,000,000 Common Shares for issuance upon the exercise

                                       8
<PAGE>

          of options granted pursuant to such plan. There were 2,901,900 cast in
          favor,  644,  033 cast  against,  120,369  abstentions  and no  broker
          non-votes.


Item 5. Other Information.

     In Canada,  the Common  Shares  were traded  under the symbol  "AIL" on the
Alberta  Stock  Exchange  (the  "ASE") up through  April 23,  1998.  The Company
voluntarily removed the Common Shares from the ASE on that date due to increased
focus on operations in the United States and  diminishing  trading volume on the
ASE.

     In  connection  with  recent  revisions  to Rule  14a-8 and  related  rules
promulgated under the Securities  Exchange Act of 1934, as amended,  the Company
has elected to provide the following information  regarding  discretionary proxy
voting  at  the  Company's  1999  annual  meeting  of  shareholders  (the  "1999
Meeting").  If a shareholder desiring to advance a proposal for consideration at
the Company's  1999 Meeting fails to notify the Company of the proposal at least
45 days  prior to the month and day of mailing  the  Company's  proxy  statement
relating  to the 1999  annual  meeting of  shareholders  (Est.  March 30),  then
management proxies will be allowed to use their  discretionary  voting authority
when the proposal is raised at the 1999 meeting,  without any  discussion of the
matter in the Company's proxy statement.

     The Company has conducted a preliminary examination of the potential impact
of Year 2000 issues on its operations.  Based on this  preliminary  examination,
the Company does not believe the Year 2000 issue will have a significant  impact
on the  Company's  internal  operations.  The  Company  is in an early  stage of
development  and does not presently have any customer or supplier  relationships
that  management  believes  are  material to its  operations.  Accordingly,  the
Company  has not taken  steps to verify  the Year  2000  readiness  of any third
parties  with which it conducts or may conduct  business.  The Company  intends,
however,  to  investigate  the  Year  2000  readiness  of third  parties  as its
relationship  with any such party  becomes  material  to the  operations  of the
Company.  Despite the Company's  examination of its own operations and intent to
investigate  the Year 2000  readiness of  essential  suppliers,  customers,  and
service  providers,  there  can  be no  assurance  that  the  Company  will  not
experience interruptions of operations or become involved in disputes with third
parties  because  of  direct or  indirect  Year  2000  problems.  Such Year 2000
problems  could require the Company to incur  unanticipated  ecpenses,  and such
expenses  could have a material  adverse  effect  upon the  Company's  business,
financial condition and results or operations.

Item 6.  Exhibits and Reports on Form 8-K

  (a)  See Exhibit Index attached hereto.

  (b)  No reports on Form 8-K have been filed during the second quarter of 1997.

                                       9
<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.


                            Altair International Inc.



   August 12, 1998        By: /s/ William P. Long
   ---------------        -----------------------
         Date             William P. Long, President



   August 12, 1998        By: /s/ C. Patrick Costin
   ---------------        -------------------------
         Date             C. Patrick Costin, Vice-President (Principal Financial
                          or Accounting Officer)


                                       10

<PAGE>



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>


 Exhibit                                                                  Incorporated    Filed
   No.                                Exhibit                             by Reference   Herewith
---------    ----------------------------------------------------------   ------------   --------
<S>          <C>                                                              <C>          <C>
3.1.1        Articles of Incorporation of the Registrant                      (1)
3.1.2        Amendment to Articles of Incorporation of the Registrant         (2)
             dated November 6, 1996
3.2          Bylaws of the Registrant                                         (1)
4.1          Form of Common Stock Certificate                                 (1)
4.2          Form of Series 5% Convertible Debenture                          (3)
4.3          Form of Warrant                                                  (3)
 27          Financial Data Schedule                                                       (4)
-----------------------
</TABLE>


(1)  Incorporated  by  reference to  Registration  Statement on Form 10BSB filed
     with the Commission on November 25, 1996.

(2)  Incorporated by reference to Amendment No. 1 to  Registration  Statement on
     Form 10 filed with the Commission on December 23, 1996.

(3)  Incorporated by reference to the Company's Current Report on Form 8-K filed
     with the  Commission  on January 13, 1998, as amended by Amendment No. 1 to
     Current Report on Form 8-K/A, filed on January 21, 1998.

(4)  Filed herewith.

                                       11