<PAGE>  1                       UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                 FORM 10-K

                 ANNUAL REPORT PURSUANT TO SECTON 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


/X/     Annual Report Pursuant to Section 13 or 15(d) of the Securities
                           Exchange Act of 1934
                For the fiscal year ended:  December 31, 2001

/ /     Transition Report Pursuant to Section 13 or 15(d) of the Securities
                    Exchange Act of 1934 (No Fee Required)
                       For the transition period from:

                      Commission file number:  0-16508
                Registrant:  USA Real Estate Investment Trust
            (Exact Name of Registrant as specified in its Charter)

          California                                 68-0109347
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
 incorporation or organization)

          PMB 314, P.O. Box 255427, Sacramento, California  95865-5427
       (Address of registrant's principal executive offices)  (Zip Code)

                                 (800) 308-4532
             (Registrant's telephone number, including area code)


          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                       None

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                         Shares of Beneficial Interests
                                 (Title of Class)

     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.

                  / X/    Yes            / /      No

     The aggregate market value of the voting shares of beneficial interest
(the "shares") held by nonaffiliates of the registrant outstanding at December
31, 2001, was $14,109,483.  This calculation is based on the book value
because there is no active public trading market for the shares.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                        None


<PAGE>  2



                         USA REAL ESTATE INVESTMENT TRUST
                                  Table of Contents



                                                                      Page
    PART I.

              ITEM 1.   Business ...................................    3
              ITEM 2.   Properties .................................    6
              ITEM 3.   Legal Proceedings ..........................    6
              ITEM 4.   Submission of Matters to a Vote
                          of Security Holders ......................    6

    PART II.

              ITEM 5.   Market for Registrant's Equity Securities
                          and Related Security Holder Matters ......    6
              ITEM 6.   Selected Financial Data ....................    7
              ITEM 7.   Management's Discussion and Analysis
                          of Financial Condition and Results
                          of Operations ............................    8
              ITEM 8.   Financial Statements and Supplementary
                          Data .....................................    10
              ITEM 9.   Changes in and Disagreements with
                          Accountants on Accounting and
                          Financial Disclosure .....................    20

    PART III.

              ITEM 10.  Directors and Executive Officers
                          of the Registrant ........................    21
              ITEM 11.  Executive Compensation .....................    22
              ITEM 12.  Security Ownership of Certain
                          Beneficial Owners and Management .........    23
              ITEM 13.  Certain Relationships and
                          Related Transactions .....................    23

    PART IV.

              ITEM 14.  Exhibits, Financial Statement Schedules
                          and Reports on Form 8-K ..................    24











<PAGE>  3                       PART I.



ITEM 1.  BUSINESS


GENERAL

     USA Real Estate Investment Trust (the "Trust") is a California business
trust that was formed on October 7, 1986, for the primary purpose of engaging
in the business of acquiring, owning and financing real property investments.
The Trust commenced operations on October 19, 1987, upon the sale of the
minimum offering amount of shares of beneficial interest ("shares").

     The purpose of the Trust is to provide investors with an opportunity to
own, through transferable shares, an interest in diversified real estate
investments.  The Trust invests primarily in income producing real properties
in accordance with the investment objectives and policies of the Trust.
Through such investments, the Trust seeks to provide investors with an
opportunity to participate in a portfolio of professionally managed real
estate investments in the same way a mutual fund affords investors an
opportunity to invest in a professionally managed portfolio of stocks, bonds
and other securities.

     The Trust has operated and intends to continue to operate in a manner
intended to qualify as a "real estate investment trust" (REIT) under Sections
856-860 of the Internal Revenue Code of 1986, as amended (the "Code").  A
qualified REIT is relieved, in part, from federal income taxes on ordinary
income and capital gains distributed to its shareholders.  State tax benefits
also may accrue to a qualified REIT.  Pursuant to Code requirements, the Trust
distributes to its shareholders at least 90 percent of its taxable income and
100 percent of the net capital gain from the sale of Trust properties.

     The Trust will terminate 21 years after the death of the last survivor of
persons listed in the Trust's Declaration of Trust.  The Trust may also be
terminated at any time by the majority vote or written consent of shareholders
or by a majority vote of the Trustees.

     The office of the Trust is located at One Scripps Drive, in Sacramento,
California.



INVESTMENT OBJECTIVES

     The Trust has acquired a diversified portfolio of income producing real
property investments.  Subject to certain limitations, the Declaration of
Trust gives the Trustees discretion to allocate the Trust's investments
without the prior approval of shareholders.







<PAGE>  4

INVESTMENT GUIDELINES

     Acquisition Policies.  The Trustees have adopted investment guidelines
for the purpose of selecting the Trust's investments.  Pursuant to the
guidelines, the allocation of Trust assets among income producing real
property investments depends principally upon the following factors:

     1.  The number of properties available for acquisition which show current
income and potential for appreciation in value;

     2.  The availability of funds for investment;

     3.  The laws and regulations governing investment in and the subsequent
sale of real estate investments by a REIT; and

     4.  The applicable federal and state income tax, securities, and real
estate laws and regulations.

     The guidelines may vary from time to time, at the sole discretion of the
Trustees, in order to adapt to changes in real estate markets, federal income
tax laws and regulations and general economic conditions.  The Trustees also
have discretion to acquire an investment not meeting these guidelines if the
Trustees determine that other circumstances justify the acquisition in a
particular case.

     Portfolio Turnover.  The Trustees have set general guidelines for the
disposition of properties in its portfolio which take into consideration
certain regulatory restrictions and federal income tax laws regarding REIT
portfolio turnover.  Income tax regulations preclude the Trust from holding
any property (other than foreclosure property) primarily for sale to customers
in the ordinary course of the Trust's trade or business, but provide a "safe
harbor" for property held for at least four years from the date of
acquisition.  Portfolio turnover policy also depends on whether a favorable
sales price can be realized by the Trust, primarily a function of the
capitalization rate applied to similar types of property in similar markets.
The Trust may elect to hold property as long as is reasonably necessary to
provide an attractive sales price.



OTHER INFORMATION

     The Trust has no employees.  It is administered by its Trustees and by
its Chairman, and by independent contractors who work under the supervision
thereof as a self-administered real estate investment trust.

     The Trust is involved in only one industry segment:  acquiring, operating
and holding for investment income-producing real properties.  Revenues, net
income and assets from this industry segment are included in the Trust's
financial statements which appear at Item 8 of Part II.





<PAGE>  5

     The Trust's results of operations will depend on the availability of
suitable opportunities for investment and the comparative yields available
from time to time on real estate and other investments, as well as market
conditions affecting leasing and sale of real estate in the areas in which the
Trust's investments are located.  These factors, in turn, are influenced to a
large extent by the type of investment involved, financing available for real
estate investment, the nature and geographic location of the property,
competition and other factors, none of which can be predicted with certainty.

     The real estate investment market is highly competitive.  The Trust
competes for acceptable investments with other financial institutions,
including banks, insurance companies, savings and loan associations, pension
funds and other real estate investment trusts and partnerships.  Many of
these competitors have greater resources than the Trust.  The number of such
competitors and funds available for investment in properties of the type
suitable for investment by the Trust may increase, resulting in increased
competition for such investments and possibly increased costs and thus
reduced income for the Trust.

     The rules and regulations adopted by various agencies of federal, state
or local governments relating to environmental controls and the development
and operation of real property may operate to reduce the number of investment
opportunities available to the Trust or may adversely affect the properties
currently owned by it.  While the Trust does not believe environmental
controls have had a material impact on its activities, there can be no
assurance that the Trust will not be adversely affected thereby in the future.



TAX LEGISLATION

     The Trust has elected to be treated as a real estate investment trust
under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the
"Code").  The Trust expects to operate and to invest in a manner that will
maintain its qualification for real estate investment trust taxation.  The
Code requirements for such qualification are complex.  While no assurance can
be given that the Trust qualified for taxation as a real estate investment
trust for past taxable years, the Trust nevertheless believes that it has so
qualified and will endeavor to continue to qualify for its current year and
future years.

     The business of the Trust is uniquely sensitive to tax legislation.
Changes in tax laws are made frequently.  There is no way for the Trust to
anticipate when or what changes in the tax laws may be made in the future, or
how such changes might affect the Trust.

     The Internal Revenue Service ("IRS") has not yet issued regulations to
carry out numerous provisions enacted as part of the tax legislation passed
since 1986.  Nor has the IRS addressed the issues relating to the application
of some of the new tax rules to entities such as real estate investment
trusts.  Until such regulations are issued by the IRS, it is difficult to
gauge what impact, if any, such new legislation may have on entities such as a
real estate investment trust.


<PAGE>  6
ITEM 2.  PROPERTIES

     The Trust owns four properties all of which are located in California.
The Trustees believe that the properties are quality income producing
properties that are well suited for their current uses.  Most of the
properties are leased under long term leases at competitive rates for the
areas in which they are located.  The lease terms provide for rental
adjustments on a periodic basis.

     Title insurance and liability and property damage insurance in amounts
deemed appropriate by the Trust have been obtained for the properties referred
to above.  The Trust does not carry flood insurance on said properties except
One Scripps Drive in Sacramento, California.  Because of the high cost of
premiums, excessive deductibles, and limited coverage, the Trust does not
carry earthquake insurance on said properties except 19401 Parthenia Street
in Northridge, California.

     For additional information concerning the aforesaid properties, see Notes
1 and 3 of the Notes to Financial Statements and Schedule III.


ITEM 3.  LEGAL PROCEEDINGS

     None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of the Trust's security holders
during the last quarter of 2001.



                                      PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S EQUITY SECURITIES AND RELATED SECURITY
         HOLDER MATTERS


     The Trust has one class of authorized and outstanding equity consisting
of shares of beneficial interest, par value $1.00 per share.  The Trust
engaged in a continuous best efforts public offering from May 20, 1987, until
May 20, 1992.  Since 1995 the Trust has repurchased 7,916 shares from 9,133
shareholders at a cost of $3,852,276.  Repurchased shares revert to authorized
but unissued shares and result in closing shareholders' accounts.

    The Trust executed a one-for-thirty reverse share split in 1998 and a one-
or-four share split in 2000.  After each reverse share split the Trust
eliminated all fractional shares when the shareholder account held less than one
share.  As of December 31, 2001, the Trust had 26,898 shares outstanding to
3,661 shareholders of record.

     No active public trading market presently exists for the shares of the
Trust.  The Trust does not anticipate that an active public trading market will
exist within the foreseeable future.  Occasional trades in the shares of the
<PAGE>  7

Trust take place without the participation of the Trust on the Over-the-
Counter Bulletin Board (www.otcbb.com).


ITEM 6.  SELECTED FINANCIAL DATA


     The following represents selected financial data for the Trust for the
five years ended December 31, 2001.  The data should be read in conjunction
with the financial statements and related notes included elsewhere herein.




                              Years Ended December 31
                  (Amounts in thousands, except for per share data)

                            2001       2000       1999       1998       1997
                          --------   --------   --------   --------   --------
Operating Results:
    Revenues             $  3,184      3,310      3,313    $ 3,290    $ 2,978

    Net income              1,071      1,062      1,176      1,314      1,181

Net cash provided by
  operating activities      1,610      1,657      1,812      1,899      1,679

Total Assets               20,750     24,476     26,222     25,658     26,097

Long-term obligations       3,756      6,354      6,535      6,000      6,145

Net income
  per share              $  39.51      36.76    $ 37.80    $ 40.29    $ 36.00

Cash distributions
  per share              $  63.36      63.36    $ 60.48    $ 56.40    $ 50.40



Per share data has been restated to reflect the impact of the one-for-thirty
reverse share split which the Trust executed in 1998 and the one-for-four
reverse share split which the Trust executed in 2000.














<PAGE>  8

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

     Rent revenues decreased $86,125 or 3 percent in 2001 compared to 2000
primarily due to the sale of 3090 Sunrise Boulevard in Rancho Cordova,
California in July 2000, the sale of 7390 Greenback Lane in Citrus Heights,
California in July 2001 and reduced occupancy at 4350 Pell Drive in
Sacramento, California in 2001.

     Interest revenues decreased $39,433 or 73 percent in 2001 compared to
2000 and $25,668 or 32 percent in 2000 compared to 1999 due to lower
average notes receivable balances.

     Interest expense decreased $39,941 or 5 percent in 2001 compared to
2000 primarily due to lower interest rates.

     Interest expense increased $175,581 or 30 percent in 2000 compared to
1999 primarily due to higher average levels of outstanding debt during 2000
compared to 1999.

     Depreciation and amortization expense increased $94,301 or 13 percent
primarily due to the write off of unamortized loan fees in connection with
the sale of 845 Harbor Boulevard in West Sacramento, California.

     Depreciation and amortization expense increased $71,775 or 11 percent
in 2000 compared to 1999 due to the purchase of 845 Harbor Boulevard in
West Sacramento, California in May 1999.

     The 2001 gain on sale of properties was attributed to the sale of 7390
Greenback Lane in Citrus Heights, California and 845 Harbor Boulevard in West
Sacramento, California in July 2001 and December 2001, respectively.

     The 2000 gain on sale of properties was attributed to the sale of 3090
Sunrise Boulevard in Rancho Cordova, California.

     The 1999 loss on sale of properties was attributed to the sale of
170-174 West Shaw Avenue in Clovis, California.

      Net income was $1,071,107 or $39.51 per share in 2001, $1,061,966 or
$36.76 per share in 2000 and $1,175,630 or $37.80 per share in 1999.

     The Trust paid distributions per share of $63.36, $63.36 and $60.48 in
2001, 2000 and 1999, respectively.









<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES

     The Trust meets its liquidity requirements through net cash provided by
operating activities, along with traditional debt alternatives available to it
and proceeds from the sale of properties.  Cash provided by operating
activities is distributed to shareholders in the form of dividends.
Accordingly, capital outlays for renovations, principal payments on long-term
notes payable and share repurchases require additional sources of capital.
The expected additional sources of capital are cash in the bank, debt, and
proceeds from the sale of properties.

     In 2001 the Trust collected $75,000 on an outstanding note receivable
and received $4,209,791 from the sale of 7390 Greenback Lane in Citrus
Heights, California and 845 Harbor Boulevard in West Sacramento, California.
The Trust used this capital plus draws on its lines of credits to fund share
repurchases, renovations and principal payments of long-term notes payable.

     In March 2001 the Trust obtained a new line of credit with a new bank
that matures in March 2004 and paid off the old line of credit that matured
in March 2001.  A second line of credit is also available that matures in
June 2003.

     The Trust's capital requirements in 2002 will depend upon the level of
improvements and redevelopment of its existing properties.  The sources of
funding will be cash in the bank, draws on its lines of credit, collection
of the remaining balance of its note receivable or additional debt.  In
addition, the Trust has identified certain properties that may be sold as
a source of funding, if the Trust's sale prices are met.



QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Trust's primary financial market risk is the fluctuation in interest
rates.  At December 31, 2001, the Trust had $2,824,285 of variable rate debt.
Based upon this balance of variable debt, if interest rates increased one
percent, the Trust's net income and cash flows would decrease by $28,243.
If interest rates decreased one percent, the Trust's net income and cash
flows would increase by $28,243.  The Trust believes that the change in the
fair value of its financial instruments resulting from a foreseeable
fluctuation in interest rates would be immaterial to its assets and
liabilities.



IMPACT OF INFLATION

     The Trust's operations have not been materially affected by inflation.
While the rate of inflation has been relatively low since the Trust commenced
operations in October, 1987, even if the rate of inflation were to rise, the
Trust anticipates that it would be able to offset most of the impact of higher
operating expenses through rent escalation clauses and lease clauses that pass
on most of the operating expenses to tenants.



<PAGE> 10

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                                         Page

         Independent Auditors' Report ..............................       11

         Balance Sheets
           As of December 31, 2001 and 2000 ........................       12

         Statements of Income
           Years Ended December 31, 2001, 2000 and 1999 ............       13

         Statements of Changes in Shareholders' Equity
           Years Ended December 31, 2001, 2000 and 1999 ............       14

         Statements of Cash Flows
           Years Ended December 31, 2001, 2000 and 1999 ............    15-16

         Notes to Financial Statements .............................    17-20

         Schedule III
           Real Estate and Accumulated Depreciation ................    25-29

































<PAGE>  11

                          INDEPENDENT AUDITORS' REPORT




To the Board of Trustees
USA Real Estate Investment Trust




We have audited the accompanying balance sheets of USA Real Estate Investment
Trust as of December 31, 2001 and 2000 and the related statements of income,
changes in shareholders' equity, and cash flows for the years ended
December 31, 2001, 2000 and 1999.  In connection with our audits of the
financial statements, we also have audited the financial statement schedule
listed in the accompanying index.  These financial statements and financial
statement schedule are the responsibility of the Trust's management.  Our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.

We conducted our audits in accordance with accounting principles generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluation of the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of USA Real Estate Investment
Trust as of December 31, 2001 and 2000 and the results of its operations and
its cash flows for the years ended December 31, 2001, 2000 and 1999 in
conformity with accounting principles generally accepted in the United States
of America.  Also in our opinion, the related financial statement schedule,
when considered in relation to the basic financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.





Burnett + Company LLP





Rancho Cordova, California
January 30, 2002



<PAGE>  12

                        USA REAL ESTATE INVESTMENT TRUST
                                  Balance Sheets


                                                    December 31,  December 31,
                                                       2001           2000
                                                    -----------   -----------
                                        ASSETS

Rental properties, less accumulated
  depreciation of $4,562,374 and
  $4,109,853 in 2001 and 2000,
  respectively                                     $ 19,554,997  $ 23,774,370
Note receivable                                         150,000       225,000
                                                     ----------   -----------
                                                     19,704,997    23,999,370


Cash and cash equivalents                               737,709        90,600
Other assets                                            307,263       386,127
                                                    -----------   -----------
    Total assets                                   $ 20,749,969  $ 24,476,097
                                                    ===========   ===========


                       LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
  Long-term notes payable                          $  3,755,977  $  6,354,029
  Lines of credit                                     2,824,285     3,030,000
  Lease deposits                                         53,301        58,502
  Accounts payable                                        6,923             0
                                                    -----------   -----------
    Total liabilities                                 6,640,486     9,442,531
                                                    -----------   -----------
Shareholders' Equity:
  Shares of beneficial interest, par value
    $1 a share; authorized 62,500 shares;
    26,898 and 27,459 shares outstanding
    in 2001 and 2000, respectively                       26,898        27,459
  Additional paid-in capital                         30,834,227    31,110,030
  Distributions in excess of net income             (16,751,642)  (16,103,923)
                                                    -----------   -----------
    Total shareholders' equity                       14,109,483    15,033,566
                                                    -----------   -----------
    Total liabilities and shareholders' equity     $ 20,749,969  $ 24,476,097
                                                    ===========   ===========



See notes to financial statements.




<PAGE>  13

                           USA REAL ESTATE INVESTMENT TRUST
                                 Statements of Income
                    Years Ended December 31, 2001, 2000 and 1999





                                            2001         2000         1999
                                        -----------  -----------  -----------

Revenues:
  Rent                                  $ 3,169,227    3,255,352  $ 3,233,365
  Interest                                   14,792       54,225       79,893
                                        -----------  -----------  -----------

                                          3,184,019    3,309,577    3,313,258
                                        -----------  -----------  -----------


Expenses:
  Operating expenses                       337,583       322,366      297,473
  Property taxes                           208,107       222,686      216,062
  Property management fees                  52,800        52,800       52,800
  Interest                                 713,811       753,752      578,171
  Depreciation and amortization            813,180       718,879      651,058
  General and administrative               213,957       223,083      258,412
                                        -----------  -----------  -----------

                                         2,339,438     2,293,566    2,053,976
                                        -----------  -----------  -----------

Net income before gain (loss)
  on sale of rental properties             844,581     1,016,011    1,259,282

Gain (loss) on sale of rental
  properties                               226,526        45,955      (83,652)
                                        -----------  -----------  -----------


Net income                              $ 1,071,107    1,061,966  $ 1,175,630
                                        ===========  ===========  ===========



Net income per share of
  beneficial interest                   $     39.51        36.76  $     37.80
                                        ===========  ===========  ===========

Weighted average number of shares            27,108       28,890       31,100
                                        ===========  ===========  ===========


See notes to financial statements.

<PAGE>  14


                       USA REAL ESTATE INVESTMENT TRUST
                Statements of  Changes in Shareholders' Equity
                 Years Ended December 31, 2001, 2000 and 1999



                                                     Distribu-      Total
                     Shares of        Additional     tions in       Share-
                Beneficial Interest     Paid-in      Excess of      holders'
                 Number     Amount      Capital      Net Income     Equity
               ---------   ---------  -----------  -------------  -----------

December 31,
 1998            128,056  $  128,056  $33,363,866  $(14,630,764) $18,861,158

Repurchases
  of shares       (7,072)     (7,072)    (865,501)        -         (872,573)
Net income         -           -            -         1,175,630    1,175,630
Distributions
  ($60.48 per
   share)          -           -            -        (1,880,166)  (1,880,166)
               ---------   ---------   ----------   -----------   ----------
December 31,
1999             120,984  $  120,984  $32,498,365  $(15,335,300) $17,284,049
               ---------   ---------   ----------   -----------   ----------

Repurchases
  of shares      (11,340)    (11,340)  (1,470,520)        -       (1,481,860)
One-for four
  reverse
  share split    (82,185)    (82,185)      82,185         -            -
Net income         -           -            -         1,061,966    1,061,966
Distributions
  ($63.36 per
   share)          -           -            -        (1,830,589)  (1,830,589)
               ---------   ---------   ----------   -----------   ----------
December 31,
2000              27,459  $   27,459  $31,110,030  $(16,103,923) $15,033,566
               ---------   ---------   ----------   -----------   ----------

Repurchases
  of shares         (561)       (561)    (275,803)        -         (276,364)

Net income                                            1,071,107    1,071,107
Distributions
  ($63.36 per
   share)          -           -           -         (1,718,826)  (1,718,826)
               ---------   ---------   ----------   -----------   ----------
December 31,
2001              26,898  $   26,898  $30,834,227  $ 16,751,642  $14,109,483
               =========   =========   ==========   ===========   ==========


See notes to financial statements.
<PAGE>  15              USA REAL ESTATE INVESTMENT TRUST
                            Statements of Cash Flows
              For the Years Ended December 31, 2001, 2000 and 1999

                                           2001          2000        1999
OPERATING ACTIVITIES:                   ----------   ----------   ----------

Net income                             $ 1,071,107  $ 1,061,966  $ 1,175,630
                                        ----------   ----------   ----------
  Adjustments to reconcile net
  income to net cash provided
  by operating activities:
    Depreciation & amortization            740,259      712,906      647,124
    Amortization of loan fees               72,921        5,973        3,934
   (Gain)loss on sale of properties       (226,526)     (45,955)      83,652
  Changes in other assets & liabilities:
    Increase in other assets               (49,469)     (73,760)     (92,476)
    Increase(decrease)in accounts payable    6,923            0       (5,460)
    Decrease in lease deposits              (5,201)      (3,781)           0
                                        ----------   ----------   ----------
     Total adjustments to net income       538,907      595,383      636,774
                                        ----------   ----------   ----------
         NET CASH PROVIDED BY
         OPERATING ACTIVITIES            1,610,014    1,657,349    1,812,404
                                        ----------   ----------   ----------
INVESTING ACTIVITIES:
  Collections on notes receivable           75,000      851,000            0
  Purchases and improvements to
    properties                            (448,739)    (181,425)  (1,174,541)
  Proceeds from sale of properties       4,209,791      495,955    2,686,576
  Increase in other assets                       0            0      (70,074)
                                        ----------   ----------   ----------
        NET CASH PROVIDED BY
        INVESTING ACTIVITIES             3,836,052    1,165,530    1,441,961
                                        ----------   ----------   ----------
FINANCING ACTIVITIES:
  Borrowings (payments) on
    lines of credit, net                  (205,715)     689,000    1,611,000
  Redemption of shares                    (276,364)  (1,481,860)    (872,573)
  Payments on long-term notes payable   (2,598,052)    (180,509)  (2,065,044)
  Distributions paid                    (1,718,826)  (1,830,589)  (1,880,166)
                                        ----------   ----------   ----------
        NET CASH USED IN
        FINANCING ACTIVITIES            (4,798,957)  (2,803,958)  (3,206,783)
                                        ----------   ----------   ----------
        NET INCREASE IN CASH               647,109       18,921       47,582

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF YEAR                          90,600       71,679       24,097
                                        ----------   ----------   ----------
CASH AND CASH EQUIVALENTS AT
 END OF YEAR                           $   737,709  $    90,600  $    71,679
                                        ==========   ==========   ==========

INTEREST PAID                          $   713,811  $   753,752  $   574,237
                                        ==========   ==========   ==========
                            (Continued on Page 16)
<PAGE>  16

                  NON-CASH INVESTING AND FINANCING ACTIVITIES

During 1999 the Trust received a $350,000 promissory note as a portion of the
consideration received on the sale of 170-174 West Shaw Avenue in Clovis,
California, and purchased 845 Harbor Blvd. in West Sacramento, California,
utilizing debt of $2,600,000.


See notes to financial statements.














































<PAGE> 17
                         USA REAL ESTATE INVESTMENT TRUST
                           Notes to Financial Statements


1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    GENERAL:  USA Real Estate Investment Trust (the "Trust") was organized
under the laws of the State of California pursuant to a Declaration of Trust
dated October 7, 1986.  The Trust commenced operations on October 19, 1987,
upon the sale of the minimum offering amount of shares of beneficial interest.
Effective August 31, 1994, the Trust terminated its agreements with its former
advisor and its former property manager and became a self-administered real
estate investment trust.  At the Trust's 1994 Annual Meeting of Shareholders
held on December 29, 1994, the Trust's shareholders approved an amendment to
the Trust's Declaration of Trust which changed the name of the Trust from
Commonwealth Equity Trust USA to its current name.

    CASH EQUIVALENTS:  For purposes of the statement of cash flows, all
certificates of deposit with original maturities of ninety days or less are
considered cash equivalents.

    RENTAL PROPERTIES:  The Trust carries its rental properties at
depreciated cost unless the asset is determined to be impaired.  In
accordance with Statement of Financial Accounting Standards No. 121,
Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of, which was adopted by the Trust on January 1, 1997, the Trust
records impairment losses on long-lived assets used in operations when events
and circumstances indicate that the assets might be impaired and the expected
undiscounted cash flows estimated to be generated by those assets are less
than the related carrying amounts.  If a rental property is determined to be
impaired, the impairment would be measured based upon the excess of the
asset's carrying value over the fair value.

    Property improvements are capitalized while maintenance and repairs are
expensed as incurred.  Depreciation of buildings and capital improvements is
computed using the straight-line method over five to forty years.

    LEASING COSTS AND LOAN COSTS:  Costs incurred in obtaining leases are
amortized on the straight-line method over the terms of the related leases.
Costs incurred in obtaining loans are amortized on the straight-line method
over the terms of the related debt.

    DISTRIBUTIONS IN EXCESS OF NET INCOME:  The Trust has a general policy of
distributing cash to its shareholders in an amount that approximates taxable
income plus noncash charges such as depreciation and amortization.  As a
result, distributions to shareholders exceed cumulative net income.

    REVENUE RECOGNITION:  All the Trust's leases are classified as operating
leases.  Minimum rents are recognized on a straight-line basis over the terms
of the related leases.  Percentage rents, which represent additional rents
based on gross tenant sales, are recognized at the end of the lease year or
other period in which tenant sales' volumes have been reached and the
percentage rents are due.  Property taxes, common area maintenance, and
insurance reimbursements are recognized on the accrual basis over the
periods in which the expenses occurred.

<PAGE> 18
    REVERSE SHARE SPLIT:  The Trust executed a one-for-thirty reverse share
split in 1998 and a one-for-four reverse share split in 2000.  All references
to the number of shares and per share amounts have been restated to reflect
the impact of said reverse share splits.

    INCOME TAXES:  The Trust has elected to be taxed as a real estate
investment trust.  Accordingly, the Trust does not pay income tax on income
because income distributed to shareholders is at least equal to 90 percent of
its taxable income.

    NET INCOME PER SHARE:  The net income per share is computed based on the
weighted-average number of shares of 27,108, 28,890 and 31,100 during 2001,
2000 and 1999, respectively.

    CONCENTRATION OF CREDIT RISK:  The Trust operates in one industry
segment.  The Trust's properties and the collateral for its note receivable
are all located in California.

    USE OF ESTIMATES:  The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amount of assets, liabilities, revenues and expenses and the
disclosure of contingent assets and liabilities.  Actual results could
differ from those estimates.

    RECLASSIFICATION:  Certain amounts in prior years' financial statements
have been reclassified to conform with the current year presentation.


2.  NOTE RECEIVABLE

    The note receivable as of December 31, 2001 and 2000 is collateralized
by a property in Rocklin, California.  As of December 31, 2001 the note bears
interest at 10 percent per annum.  The January 2001 scheduled principal
payment of $75,000 was made, but other scheduled 2001 principal payments
have not been made.  The interest is current.

    The fair market value of the note approximates its carrying value at
December 31, 2001 and 2000.


3.  LONG-TERM NOTES PAYABLE

    Long-term notes payable are collateralized by two properties in
California.  As of December 31, 2001, the long-term note payable bears
interest at 8.6 percent per annum and matures in 2017.  As of December
31, 2000, the long-term notes payable bear interest at rates ranging from
7.0 percent to 8.6 percent and mature in 2014 and 2017.  Principal payments
during each of the next five years are as follows:  $122,311, $133,254,
$145,176, $157,040 and $171,091, respectively, and in aggregate $3,027,105,
thereafter.  The aggregate fair value of the notes approximate their carrying
value as of December 31, 2001 and 2000.  Rates currently available to the
Trust for debt with similar terms and maturity were used to estimate the fair
value of the notes.


<PAGE> 19
4.  LINES OF CREDIT

    At December 31, 2001 the Trust had available two lines of credit with
different financial institutions, one with interest at prime per annum, and
the other at prime plus 0.25 percent, payable monthly.  Available credit
lines are $2,000,000 and $1,516,400, and expire on June 2003 and March 2004,
respectively.  Both lines are secured by real property.

     At December 31, 2000 the Trust had available two lines of credit with
different financial institutions, one with interest at prime plus 0.75
percent per annum, and the other at prime, payable monthly.  The credit
lines were for $2,000,000 each and one expired on March 31, 2001 and the
other expires on June 30, 2003.  Both lines were secured by real property.

     At December 31, 2001 and December 31, 2000 there were aggregate
outstanding balances of $2,824,285 and $3,030,000, respectively, on the
lines of credit.  The weighted-average interest rates for the lines of
credit were 7.37 percent and 9.87 percent for 2001 and 2000, respectively.


5.  DISTRIBUTIONS

    Cash distributions per share of beneficial interest for federal income
tax purposes for the past three years were:  57 percent of the distributions
paid in 2001 were ordinary income, 36 percent were nontaxable and 7 percent
were capital gains; 63 percent of the distributions paid in 2000 were
ordinary income,  34 percent were nontaxable and 3 percent were capital
gains; 36 percent of the distributions paid in 1999 were ordinary
income and 64 percent were nontaxable.


6.  RENT UNDER OPERATING LEASES

    The Trust is the lessor of real properties under operating leases
expiring in various years through 2017.  Noncancelable operating leases
provide for minimum rent during each of the next five years of $2,282,566,
$1,394,322, $1,035,498, $797,840 and $778,340, respectively, and in
aggregate $7,583,334 thereafter.  The above assumes that all leases which
expire are not renewed, therefore neither renewal rent nor rent from
replacement tenants is included.


7. CREDIT RISK

     1590 Sycamore Drive in Hercules, California which represents more than
20 percent of the Trust's total assets, is occupied solely by Albertson's,
Inc.  The following is condensed financial information in millions of
 Albertson's, Inc. a publicly held company.

     Current assets and total assets at February 1, 2001 and February 3,
2000 were $4,300 and $16,078 and $4,591 and $15,719, respectively.  Current
liabilities and total liabilities at February 1, 2001 and February 3, 2000
were $3,395 and $10,384 and $4,069 and $10,017, respectively.  Shareholders'
equity at February 1, 2001 and February 3, 2000 was $5,694 and $5,702,
respectively.

<PAGE> 20

     Sales and gross profit for the years ended February 1, 2001,
February 3, 2000 and January 28, 1999 were $36,762 and $10,426; $37,478 and
$10,314; and $35,872 and $9,716, respectively.  Net income for the years
ended February 1, 2001, February 3, 2000 and January 28, 1999 was $765,
$404 and $801, respectively.


8.  PROSPECTIVE ACCOUNTING PRONOUNCEMENTS

In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 144, Accounting for the Impairment of Long-Lived Assets (SFAS No. 144).
SFAS No. 144 established accounting and reporting standards for the
impairment on disposal of long-lived assets and this statement supercedes
FAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of.  Management does not expect the
adoption of SFAS No. 144, which is effective for the Trust on January 1,
2002 will have a material impact on its results of operations or
financial position.


9. QUARTERLY DATA (UNAUDITED)

The following is a summary of quarterly results of operations for 2001
and 2000:


                                         Quarters Ended

                     March 31     June 30    Sept 30      Dec 31       Total
                     --------    --------    --------    --------    ----------
2001:
Revenues             $808,844    $790,836    $780,105    $804,234    $3,184,019
Operating income      235,425     250,926     257,073     101,157       844,581
Net income:
  Income              235,425     250,926     376,304     208,452     1,071,107
  Income per share   $   8.67    $   9.25    $  13.91    $   7.68    $    39.51

2000:
Revenues             $848,007    $838,595    $811,055    $811,920    $3,309,577
Operating income      287,143     277,174     275,555     176,139     1,016,011
Net income:
  Income              287,143     277,174     321,510     176,139     1,061,966
  Income per share   $   9.94    $   9.59    $  11.13    $   6.10    $    36.76




ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

     None.




<PAGE> 21
                                    PART III.


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

GENERAL

     The Trust has no employees.  It is administered by its Trustees
and by its Chairman, and by independent contractors who work under the
supervision thereof.

THE TRUSTEES

     The trustees of the Trust are as follows:

                                         Trustee
               Name              Age      Since                Office
               ----              ---     -------               ------

        Gregory E. Crissman       50       1986      Trustee and Chairman and
                                                      Chief Financial Officer
        Benjamin A. Diaz          68       1988        Trustee and Secretary
        Joyce A. Marks            65       1986                Trustee


     The following is a brief description of the background and business
experience of each Trustee.

     GREGORY E. CRISSMAN.  Mr. Crissman is the Chairman and Chief Financial
Officer of the Trust.  He has over 20 years of experience in real estate,
accounting, auditing, and taxation.  He also served as Chairman of the Board
of California Real Estate Investment Trust, a New York Stock Exchange listed
real estate investment trust, and was its Chief Financial Officer from 1989
until 1993.  Mr. Crissman was an Executive Vice President of B&B Property
Investment, Development and Management Company, Inc. ("B&B"), from 1983 until
1990 and from 1992 until 1993.  In addition, Mr. Crissman was a director of
B&B and was President of B&B from 1990 until 1992.  From 1976 to 1979 Mr.
Crissman worked at Bowman & Company, an accounting firm in Stockton,
California.  In 1976 Mr. Crissman received his BS degree with honors from the
California State University at Sacramento and is a Certified Public
Accountant.  Mr. Crissman is also a member of the American Institute of
Certified Public Accountants.

     BENJAMIN A. DIAZ.  The Honorable Benjamin A. Diaz is a retired judge of
the Superior Court of California.  He served as a judge of the Sacramento
County Superior Court from April, 1976, to May, 1986.  He has been engaged in
private practice in Sacramento, California, as a partner in the law firm of
Grossfield and Diaz from June, 1986, to September, 1987, and in the law firm
of Diaz & Gebers, specializing in real estate transactions, general practice,
litigation, business law, and personal injury matters from October, 1987 to
December, 1991.  From January, 1992, to the present, Judge Diaz has been
engaged in pro tem judging, arbitration, mediation and consulting services.
Mr. Diaz received his Juris Doctor degree from the University of Pacific,
McGeorge School of Law, Sacramento, California, in 1966.  Prior to serving on
the bench, Mr. Diaz had extensive tax and auditing experience with the State

<PAGE> 22

of California Franchise Tax Board, dealing with large corporate unitary tax
audits, and with the California State Board of Equalization.

     JOYCE A. MARKS.  Ms. Marks has been employed by the Bank of America for
more than forty years.  During her career with Bank of America, Ms. Marks had
extensive experience with land development and subdivision financing,
including construction and take-out financing for commercial properties.  Ms.
Marks was for many years active in the Building Industry Association of
Sacramento and from 1976 to 1983 served as a board member of, and in 1983 as
President of, its Associate Counsel.  Ms. Marks received Bank of America's
Award for Excellence in 1985.  Her most recent positions include Senior Sales
Training Specialist, Marketing Officer, Branch Manager and Credit
Administrator at one of Bank of America's Regional Headquarters.

     Trustees of the Trust are elected annually by the Trust's shareholders
and hold office until their successors are duly elected and qualified.  No
family relationship exists between any Trustee and any other Trustee.  No
arrangement exists or existed between any Trustee and any other person or
entity pursuant to which the Trustee was selected as a Trustee or nominee.



ITEM 11.  EXECUTIVE COMPENSATION


COMPENSATION OF OFFICERS

     During 2001, the Trust was managed by its Trustees as a self-
administered, self-managed real estate investment trust.  The Trust has the
following officers:  Chairman, Chief Financial Officer, and Secretary.  No
officer except Gregory E. Crissman is compensated by the Trust in his
capacity as an officer.  During 2001, none of the Trust's officers received
compensation in excess of $69,300.


                      Summary Compensation Table

                                                       Total       Long-Term
          Name and                      Officer        Annual      and other
     Principal Position         Year  Compensation  Compensation  Compensation
-----------------------------   ----  ------------  ------------  ------------
Gregory E. Crissman, Chairman   2001    $52,800      $69,300 (1)     None



(1)  Includes fees for each meeting of the Trustees attended for a
     total of $16,500.








<PAGE> 23

COMPENSATON OF TRUSTEES

     Each Trustee receives $1,375 or $345 for each Trustees' meeting attended
plus direct expenses incurred in connection with such attendance.  There are
currently no plans to alter this compensation schedule.  No Trustee received
compensation under any other arrangement during 2001.  The Trust does not
maintain a nominating or compensation committee or any other standing
committee.  However, the Trustees have authority to establish such committees
and to compensate committee members as appropriate for their service.  During
2001, the Trust had twelve regular meetings and one special meeting of its
Trustees.  All Trustees attended all of the meetings.




ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as of December 31, 2001, the number of
shares owned by each person who is known by the Trust to own beneficially more
than 5 percent of its outstanding shares and the Trustees and officers of the
Trust as a group.  No Trustee beneficially owns any shares of the Trust except
as set forth below.  The Trust has been advised that all of such shares are
beneficially owned and the sole investment and voting power is held by the
persons named:


                                               Amount and Nature of   Percent
  Name and Address of Beneficial Owner         Beneficial Ownership   of Class
  ------------------------------------         --------------------   --------
Mitchell Partners, L.P. and James E. Mitchell       1,531.000         5.6886
3187-D Airway Avenue
Costa Mesa, California  92626

Gregory E. Crissman, Chairman and Trustee              46.000          .1710
2561 Fulton Square Lane, #55
Sacramento, CA  95821

All Trustees and officers as a group                   46.000          .1710




     During 2001, based upon a review of the Forms 3, 4 and 5 on file with the
Trust, it does not appear that any officer or trustee failed to file such a
required report on a timely basis.





ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          None.


<PAGE> 24                         PART IV.


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1)    FINANCIAL STATEMENTS                                   Page
                                                                 ----
          Independent Auditors' Report ......................      11

          Balance Sheets as of December 31, 2001 and 2000 ...      12

          Statements of Income for Years Ended
            December 31, 2001, 2000 and 1999 ................      13

          Statements of Changes in Shareholders' Equity for
            Years Ended December 31, 2001, 2000 and 1999 ....      14

          Statements of Cash Flows for Years Ended
            December 31, 2001, 2000 and 1999 ................   15-16

          Notes to Financial Statements .....................   17-20


(a)(2)    FINANCIAL STATEMENT SCHEDULES

          Schedule III - Real Estate and Accumulated
            Depreciation ....................................   25-29


          The statements and schedules referred to above should be read in
conjunction with the financial statements and notes thereto included in Part
II of this Form 10-K.  Schedules not included in this item have been omitted
because they are not applicable or because the required information is
presented in the financial statements or notes thereto.


(a)(3)    LIST OF EXHIBITS

          3.1(1)     Form of Amended and Restated Declaration of Trust of
                     Commonwealth Equity Trust USA

          3.2(1)     Form of Bylaws of the Board of Trustees

          3.4(2)     Amendments to Sections 2.3.1, 2.3.7, 2.3.8, 2.4.2 and
                     2.4.3 of the Amended and Restated Declaration of Trust
                     of Commonwealth Equity Trust USA (adopted on August 29,
                     1988 at the 1988 Annual Meeting)

          4.1(1)     Article VIII of Exhibit 3.1

          4.2(1)     Form of Share Certificate



(b) REPORTS ON FORM 8-K
          None.

<PAGE>  25



                        USA REAL ESTATE INVESTMENT TRUST
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                               December 31, 2001


Page 1, Part A
 ------------------    ------------   ---------------------------
     Column A            Column B                Column C
 ------------------    ------------   ---------------------------

                                      ---Initial Cost to Trust--

                                                      Buildings
                                                     Improvements,
                                                      & Personal
     Description       Encumbrances       Land         Property
 ------------------    ------------   ------------   ------------

19401 Parthenia
 Street, Northridge,
 California                   -         5,770,000      3,100,000

1590 Sycamore,
 Hercules,
 California              3,755,977      1,310,000      5,912,015

4350 Pell Drive,
 Sacramento,
 California                   -         1,500,000      2,213,325

One Scripps Drive,
 Sacramento,
 California                   -           650,000      2,274,888

                      ------------   ------------   ------------
                      $  3,755,977   $  9,230,000   $ 13,500,228
                      ============   ============   ============
















<PAGE>  26



                        USA REAL ESTATE INVESTMENT TRUST
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                               December 31, 2001


Page 1, Part B
------------------    -----------------------------
     Column A                   Column D
------------------    -----------------------------


                          Cost Capitalization
                             Subsequent to
                      ---------Acquisition---------

   Description        Improvements   Carrying Cost
------------------    ------------   -------------

19401 Parthenia
 Street, Northridge,
 California               2,526,595            -

1590 Sycamore,
 Hercules,
 California                  28,761            -

4350 Pell Drive,
 Sacramento,
 California               1,264,092            -

One Scripps Drive,
 Sacramento,
 California               1,820,695            -

                      -------------   -------------
                      $   5,640,143   $        -
                      =============   =============
















<PAGE>  27



                        USA REAL ESTATE INVESTMENT TRUST
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                               December 31, 2001


Page 1, Part C
------------------   ---------------------------------------------------------
     Column A                                 Column E
------------------   ---------------------------------------------------------

                                        Gross Amount at Which
                     ----------------Carried at Close of Period---------------

                                                    Valuation
                                    Buildings &       Write
   Description           Land       Improvements       Down          Total
------------------   ------------   ------------    -----------   ------------

19401 Parthenia
 Street, Northridge,
 California             5,770,000      5,626,595      3,483,000      7,913,595

1590 Sycamore,
 Hercules,
 California             1,310,000      5,940,776           -         7,250,776

4350 Pell Drive,
 Sacramento,
 California             1,500,000      3,477,417           -         4,977,417

One Scripps Drive,
 Sacramento,
 California               650,000      4,095,583        770,000      3,975,583

                     ------------   ------------   ------------   ------------
                     $  9,230,000   $ 19,140,371   $  4,253,000   $ 24,117,371
                     ============   ============   ============   ============
















<PAGE>  28



                       USA REAL ESTATE INVESTMENT TRUST
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                               December 31, 2001


Page 1, Part D
------------------   ------------   ------------   ------------   ------------
     Column A          Column F       Column G       Column H       Column I
------------------   ------------   ------------   ------------   ------------

                                                                     Life
                                                                   on Which
                                                                 Depreciation
                                                                  in Latest
                     Accumulated      Date of          Date      Statement is
   Description       Depreciation   Construction     Acquired       Computed
------------------   ------------   ------------   -----------   ------------

19401 Parthenia
 Street, Northridge,
 California             1,898,834      1973          11/90        40 years

1590 Sycamore,
 Hercules,
 California               716,581       1989          05/97        40 years

4350 Pell Drive,
 Sacramento,
 California               919,634       1975          09/92        40 years

One Scripps Drive,
 Sacramento,
 California             1,027,325       1972          09/92        40 years

                     ------------
                     $  4,562,374
                     ============
















<PAGE> 29

Footnote to Schedule III

Balance at beginning of period                                  $  27,884,223

     Additions during period:
          Acquisitions through foreclosure      $           0
          Other acquisitions                                0
          Improvements                                448,739
          Other                                             0
                                                  -----------

     Deductions during period:
          Cost of real estate sold                  4,215,591
          Other                                             0
                                                  -----------
                                                                    4,215,591
                                                                  -----------
Balance at end of period:                                       $  24,117,371
                                                                  ===========




































<PAGE>  30
                    USA REAL ESTATE INVESTMENT TRUST
                                 Signatures



     Pursuant to the requirements of Section 13 of 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.




     Dated:    March 29, 2002           USA Real Estate Investment Trust
           --------------------




                                               Gregory E. Crissman
                                    By:  -------------------------------
                                              Gregory E. Crissman as
                                              Chief Financial Officer



     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:




     Dated:    March 29, 2002                  Gregory E. Crissman
           -------------------      By:  -------------------------------
                                               Gregory E. Crissman
                                                     Chairman



     Dated:    March 29, 2002                    Benjamin A. Diaz
           -------------------      By:  -------------------------------
                                                 Benjamin A. Diaz
                                                      Trustee




     Dated:    March 29, 2002                     Joyce A. Marks
           -------------------      By:  -------------------------------
                                                  Joyce A. Marks
                                                      Trustee