UNITED STATES

                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                                 FORM 10-Q
       (Mark One)
       [ X ]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended December 31, 1999

                                    OR

       [  ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
               For the transition period from ......... to ........

                      Commission File Number 0-17214

                          ADMIRAL FINANCIAL CORP.

         State of Florida                         I.R.S. No. 59-2806414

                        7101 Southwest 67 Avenue
                       South Miami, Florida 33143

                    Telephone Number: (305) 794-7707

    (Former Address: 3166 Commodore Plaza,Coconut Grove, Florida 33133)


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 twelve (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 ninety (90)
days.

      Yes  [ X ]                                       No [   ]


                     Common Stock $.001 Par Value
          Outstanding Shares at December 31, 1999: 10,985,046




<PAGE>

              ADMIRAL FINANCIAL CORP. AND SUBSIDIARY

                         TABLE OF CONTENTS

                              FORM 10-Q


                               PART I

                       FINANCIAL INFORMATION


Item 1.   FINANCIAL STATEMENTS

          Consolidated Balance Sheets                       1

          Consolidated Statements of Operations             2

          Consolidated Statements of Cash Flows             3

          Notes to Consolidated Financial Statements        4

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          CONSOLIDATED FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS                             5


                            PART II

                        OTHER INFORMATION


Item 1.   Legal Proceedings                                 9

Item 2.   Changes in Securities                             9

Item 3.   Defaults Upon Senior Securities                   9

Item 4.   Submission of Matters to a Vote of
          Security Holders                                  9

Item 5.   Other Information                                 9

Item 6.   Exhibits and Reports on Form 8-K                  9



<PAGE>


                                            PART I  -  FINANCIAL INFORMATION


                               ADMIRAL FINANCIAL CORP.
                                  AND SUBSIDIARY

<TABLE>
<CAPTION>
                             Consolidated Balance Sheets


        Assets                             December 31, 1999     June 30, 1999
        ------                             -----------------     -------------
                                              (Unaudited)         (Unaudited)
<S>                                        <C>                   <C>

Cash                                          $      0            $        0
Prepaid expenses and other assets                    0                     0
Net assets of Haven Federal Savings
  and Loan Association (notes 1 and 2)               0                     0
                                             ---------            ----------
          Total assets                       $       0            $        0
                                             =========            ==========

Liabilities and Stockholders= (Deficit) Equity
----------------------------------------------

Accrued expenses and other liabilities       $  23,890            $   23,890
Net liabilities of Haven Federal
     Savings and Loan Association
     (notes 1 and 2)                                 0                     0
                                             ---------            ----------
          Total liabilities                     23,890                23,890


Preferred stock, $.01 par value,
  Authorized 6,000,000 shares,
  none outstanding
Common stock, $.001 par value,
     50,000,000 shares authorized,
     10,987,000 shares issued                   10,987                10,987
Treasury stock, 1,954 and
     1,954 shares, at cost                           0                     0
Additional paid-in capital                     680,710               680,710
Deficit                                       (715,587)             (715,587)
                                            ----------            ----------
     Total stockholders'
       (deficit) equity                        (23,890)              (23,890)
                                            ----------            ----------
     Total liabilities and stockholders'
       (deficit) equity                     $        0            $        0
                                            ==========            ==========

</TABLE>


    See accompanying notes to consolidated financial statements.



                                  1

<PAGE>

                                               PART I - FINANCIAL INFORMATION


                ADMIRAL FINANCIAL CORP.  AND SUBSIDIARY

<TABLE>
<CAPTION>
                        Consolidated Statements of Operations
                                     (Unaudited)

                               Three Months                Six Months
                               Ended Dec 31               Ended Dec 31
                          ----------------------     -----------------------
                             1999         1998          1999         1998
                          ----------   ----------    ---------     ---------
<S>                       <C>          <C>           <C>           <C>

Interest Income                    0             0            0            0
Other income                       0             0            0            0
                          ----------    ----------    ---------    ---------
     Total income                  0             0            0            0

Expense
  Employee Compensation            0             0            0            0
     Other                         0             0            0            0
                          ----------    ----------    ---------    ---------

     Total expense                 0             0             0           0

 Loss from discontinued
     operation (note 2)            0             0             0           0
                          ----------    ----------    ----------   ---------
Net loss                  $        0             0             0           0
                          ==========    ==========    ==========   =========

Loss per share            $     0.00    $     0.00    $     0.00   $    0.00
                          ==========    ==========    ==========   =========

Dividend per share           ---             ---          ---          ---
                          ==========    ==========    ==========   =========
Weighted average
  number of shares
  outstanding            10,985,046     10,985,046    10,985,046   10,985,046
                         ==========     ==========    ==========   ==========
</TABLE>


     See accompanying notes to consolidated financial statements


                                  2

<PAGE>
                                               PART I - FINANCIAL INFORMATION


                  ADMIRAL FINANCIAL CORP. AND SUBSIDIARY

<TABLE>
<CAPTION>
                        Consolidated Statements of Cash Flows
                                     (Unaudited)


                                            Six Months Ended December 31
                                            ----------------------------
                                              1999               1998
                                            ---------          ---------
<S>                                         <C>                <C>
Cash flows from operating activities:

Net loss                                    $       0          $       0

Adjustments to reconcile net loss
     to net cash provided by
     operating activities:

Decrease in deficit arising from
     confiscation of Haven Federal
     after retroactive disallowance
     of agreed supervisory goodwill
     and regulatory capital                         0                  0
Decrease in prepaid expenses
     and other assets                               0                  0
Decrease (increase) in net
     assets of Haven Federal                        0                  0
(Decrease) in accrued expenses
     and other liabilities                          0                  0
(Decrease) Increase in net liabilities
     of Haven Federal                               0                  0
Amortization of organization expenses               0                  0
                                            ---------          ---------

Net cash provided (used) by
     operating activities                           0                  0

Cash and cash equivalents,
     beginning of year                              0                  0
                                            ---------         ----------

Cash and cash equivalents,
     end of quarter                         $       0         $        0
                                            =========         ==========

</TABLE>


     See accompanying notes to consolidated financial statements



                                  3


<PAGE>

                                               PART I - FINANCIAL INFORMATION


                  ADMIRAL FINANCIAL CORP.  AND SUBSIDIARY

                 Notes to Consolidated Financial Statements


Note 1.        In the opinion of management, the accompanying
               consolidated financial statements contain all the
               adjustments (principally consisting of normal recurring
               accruals and the confiscation of all the principal assets
               of the Company by the United States government) necessary
               to present fairly the financial statements of Admiral
               Financial Corp. ('Admiral') and Subsidiary.

Note 2.        The net assets of Admiral's principal operating
               subsidiary, Haven Federal Savings and Loan Association
               ("Haven"), were confiscated by the United States
               government on March 2, 1990.  Therefore, where
               applicable, Haven's net assets and net liabilities are
               presented in the balance sheets in the aggregate; and its
               loss is shown in the aggregate in the Statements of
               Operations for the three and six month periods ended
               December 31, 1999 and 1998.









                                  4


<PAGE>

                                              PART I - FINANCIAL INFORMATION



ITEM 2 - Management's Discussion and Analysis
         of Consolidated Financial Condition and Results of Operations


General

     ADMIRAL FINANCIAL CORP. ("ADMIRAL"), an inactive corporation, is
currently seeking to recapitalize the Company in order to resume its
prior activities with respect to the acquisition and investment in
interest-earning assets and specialty real estate, as well as other new
lines of business, as yet unidentified.  Admiral has been a plaintiff in
a "Winstar-type" action against the United States government in the
United States Court of Federal Claims since 1993, wherein the Company
seeks damages for the government=s breach of a contract involving the
Supervisory Goodwill and Regulatory Capital granted in connection with
Admiral's previous acquisition of an insolvent savings and loan
association in 1988.

     Admiral is presently conducting virtually no business operation,
other than its efforts to effect a merger, exchange of capital stock,
asset acquisition, recapitalization, or other similar business
combination (a "Recapitalization") with an operating or development
stage business which Admiral considers to have significant growth
potential.  Admiral has neither engaged in any operations nor generated
any revenue since the confiscation of the Company=s entire asset base by
the United States government in 1990 (See Admiral's "Winstar"-type
breach of contract litigation regarding Admiral's former supervisory
goodwill position, discussed below). It receives no cash flow. Admiral
anticipates no capital infusions prior to effectuating a
Recapitalization. Until such time as Admiral effectuates a
Recapitalization, with the exception of certain other professional fees
and costs for such a transaction, Admiral expects that it will incur
minimal operating costs throughout the current fiscal year.

     No officer or director of Admiral is paid any type of compensation
by Admiral and presently, there are no arrangements or anticipated
arrangements to pay any type of compensation to any officer or director
in the near future. Admiral expects that it will meet its cash
requirements until such time as a Recapitalization occurs. However, in
the event Admiral depletes its present cash reserves, Admiral may cease
operations and a Recapitalization may not occur. There are no agreements
or understandings of any kind with respect to any loans from officers or
directors of Admiral on the Company's behalf.

     This discussion may contain statements regarding future financial
performance and results.  The realization of outcomes consistent with
these forward-looking statements is subject to numerous risks and
uncertainties to the Company including, but not limited to, the
availability of equity capital and financing sources, the availability
of attractive acquisition opportunities once such new equity capital and
financing is secured (if at all), the successful integration and
profitable management of acquired businesses, improvement of operating
efficiencies, the availability of working capital and financing for
future acquisitions, the Company=s ability to grow internally through
expansion of services and customer bases without significant increases
in overhead, seasonality, cyclicality, and other risk factors.

     Admiral Financial Corp. was formed in 1987 to acquire an insolvent
savings and loan association in a supervisory acquisition solely with
private investment funds, and without the benefit of any federal
assistance payments.  Admiral acquired Haven Federal Savings and Loan
Association of Winter Haven, Florida on June 16, 1988.  In that
acquisition transaction, Admiral issued 8,000,000 new common shares in
exchange for assets (primarily real estate and a profitable business
engaged in the purchase and redemption of Florida tax sale certificates)
having a fair market value of approximately $40 million, subject to
approximately $27 million of mortgages and other liabilities, and less
approximately $1 million of fees and expenses (necessary to provide the
proper forms and documentation in accordance with government rules and
regulations), for a net equity contribution of approximately $12
million.  Admiral then contributed virtually all of these net assets and
liabilities to the capital of Haven, plus an additional 987,000 new
common shares of Admiral, which were simultaneously issued in exchange
for 100% of the outstanding shares of Haven in an approved "supervisory
acquisition" of an insolvent thrift institution.  Admiral has had
substantially no assets or operations other than its investment in
Haven.


                                  5

<PAGE>

     The Financial Institution Reform, Recovery and Enforcement Act of
1989 ("FIRREA") was introduced on February 5, 1989, and enacted into law
on August 9, 1989.  FIRREA imposed more stringent capital requirements
upon savings institutions than those previously in effect. Haven did not
meet these new capital requirements.  Because of certain provisions of
FIRREA relating primarily to the disallowance of supervisory goodwill
and certain other intangible assets in the calculation of required net
capital, management estimates that Admiral would have been required
under the Agreement to infuse additional capital of approximately $18
million by December 7, 1989.  Admiral did not infuse any additional
capital, and the net assets of Haven were confiscated by the federal
authorities on March 2, 1990.

     In the agreement allowing Admiral to acquire Haven in the
supervisory acquisition, Haven was credited with new capital under
"Regulatory Accounting Principles" (RAP) then in effect equal to $11
million.  This amount was computed by taking into account the $13
million fair market value of the net assets contributed by Admiral to
Haven, less the $1 million of fees and costs incurred, and less an
additional $1 million resulting from reduced valuations of certain of
the contributed assets for purposes of calculating Haven's RAP equity by
the appraisal division of the Federal Home Loan Bank Board.

     A condition to the Federal Home Loan bank Board (AFHLBB@)
Resolution approving the acquisition of control of Haven by Admiral (the
"Agreement") required that Admiral account for the acquisition of Haven
under the Apurchase@ method of accounting, whereby an asset in the
nature of "Goodwill" would be realized, generally, to the extent of any
previous negative net worth of the acquired insolvent thrift, plus the
excess of the fair market values of the contributed assets over their
respective historical costs.  Haven's regulatory goodwill of
approximately $20 million was, in accordance with the Agreement, to be
amortized against earnings over a period of twenty-five years.

     Another condition to the same Agreement required that Admiral
execute a Regulatory Capital Maintenance/Dividend Agreement which
provided certain remedies if Haven and Admiral were unable to liquidate,
on a scheduled basis ending June 30, 1990, the real estate used by
Admiral to capitalize its acquisition of Haven.  The remedies of the
Federal Savings and Loan Insurance Corporation (AFSLIC@) agreed to by
Admiral in the Agreement included the right of the FSLIC to (I) vote the
common stock of Haven; (ii) remove the board of directors of Haven;
and/or (iii) dispose of any or all of the voting securities of Haven
owned by Admiral.

     The failure of Admiral and Haven to liquidate the real estate in
accordance with the agreement with the FHLBB could have caused the
forfeiture to the FSLIC of all shares of Haven.  If the voting
securities of Haven were so forfeited, the stockholders of Admiral would
still hold their shares of Admiral.  However, Admiral would have lost
substantially its only asset, and the shares of Admiral common stock,
after such forfeiture, could have had little or no value.

     Under the same Agreement, Admiral was also obligated to cause the
regulatory capital of Haven to be maintained at a level at or above the
minimum regulatory capital requirement and, if necessary, infuse
additional equity capital into Haven.

     At all times during Admiral's control , Haven was successful in
meeting the real estate liquidation requirements imposed by the
Agreement, including any extensions of time granted thereunder.
However, Haven experienced a $4.3 million erosion of its regulatory
capital due in large part to losses sustained as a result of liquidating
the real estate under the "fire sale" conditions imposed by the
Agreement.  Generally accepted accounting principles would normally have
required any losses from the sale of the contributed assets to have been
added to the balance of supervisory goodwill, and amortized over the
same twenty-five year period.  However, with the introduction of FIRREA
and the disallowance of all previously bargained for Supervisory
Goodwill, the treatment became moot.  This loss, if added together with
other operating losses and goodwill amortization expenses, might have
caused Haven to fail to meet its minimum capital requirement as of March
31, 1989 and at all times thereafter.  Admiral and Haven continued to
abide by the Agreement entered into with the FHLBB, to its financial
detriment, in spite of the United States government's assertion that the
enactment of FIRREA retroactively eliminated the need for the government
(or any of its instrumentalities) to live up to any express or implied
agreements which may have been contrary to the subsequent legislation,
without the necessity of the retroactive return of Admiral's $13+
million of net capital and expenses invested in Haven.



                                  6

<PAGE>


     Admiral was notified by the FHLBB on July 17, 1989 that Admiral was
in default of the Agreement and had 90 days (i.e. until October 16.
1989) to cure the default.  Admiral had virtually no assets other than
the stock of Haven, and has had no other viable means available to cure
the default since the introduction of FIRREA.  The net assets of Haven,
including Admiral's $13 million of contributed equity, were confiscated
on March 2, 1990.

     Admiral and Haven applied for relief from the requirements of the
Resolution and the Agreement. Haven also applied for regulatory relief
from sanctions imposed by FIRREA for failing to meet the minimum
regulatory capital requirements.  Furthermore, Admiral and Haven also
applied for federal assistance payments under a FIRREA provision for
assistance which management believed was directly applicable to
Admiral/Haven's financial situation. Admiral received no notice of any
hearings prior to the confiscation of Haven on March 2, 1990.

     On August 5, 1993, Admiral filed a Complaint against the United
States of America in the United States Court of Federal Claims, arising
in part out of contractual promises made to Admiral by the United
States' Government, acting through the Federal Home Loan Bank Board
("FHLBB") and the Federal Savings and Loan Insurance Corporation
("FSLIC") pursuant to their statutory supervisory authority over
federally insured savings and loan institutions and savings banks
(hereinafter referred to a "thrifts" or "thrift institutions"), and in
part out of takings of property by the FHLBB and FSLIC in the course of
exercising that authority.  In this action, Admiral seeks (1) a
declaration that the government's actions constitute a repudiation and
material breach of their contractual obligations to Admiral and,
thereby, effect a taking of Admiral's property without just compensation
and a deprivation of Admiral's property without due process of law, in
violation of the Fifth Amendment, and (2) compensatory damages for the
United States' breach of contract, or (3) rescission of the contract and
restitutionary relief, or (4) compensation for the taking of Admiral's
property, or (5) damages for the deprivation of Plaintiffs' property
without due process of law."

     This action was stayed by order of the Court dated September 3,
1993, pending the en banc decision on rehearing of the Court of Appeal
for the Federal Circuit in Winstar Corp., et al. v. United States, a
pending action which Admiral management believes to contain a
substantially similar fact pattern.

     On August 30, 1995, the United States Court of Appeals for the
Federal Circuit, in an en banc decision, affirmed the summary judgment
decisions by the Court of Federal Claims on the liability portion of the
breach of contract claims against the United States in Winstar, and in
two other similar cases (Statesman and Glendale) which had been
consolidated for purposes of the appeal. In its Winstar decisions, the
Court of Federal Claims found that an implied-in-fact contract existed
between the government and Winstar, and that the government breached
this contract when Congress enacted FIRREA.  In Statesman and Glendale,
that Court found that the Plaintiffs had express contracts with the
government which were breached by the enactment of FIRREA.

     The federal government appealed the Winstar decisions to the United
States Supreme Court.  On November 14, 1995, Admiral's action (and all
other similar actions) was stayed by order of the Court, pending the
outcome of that appeal.

     On July 1, 1996, the United States Supreme Court concluded in
Winstar that the United States is liable for damages for breach of
contract, affirmed the summary judgment decisions in Winstar, and
remanded the cases to the Court of Federal Claims for further hearings
on the calculation of damages.  The majority of the Court found "no
reason to question the Federal Circuit's conclusion that the Government
had express contractual obligations to permit respondents to use
goodwill and capital credits in computing their regulatory capital
reserves.  When the law as to capital requirements changed, the
Government was unable to perform its promises and became liable for
breach under ordinary contract principles."

     Subsequent to the United States Supreme Court decision in Winstar,
the stay on Admiral's litigation proceedings has been lifted.  While the
Supreme Court's ruling in U.S. v. Winstar Corp., et al., serves to
support Admiral's legal claims in its pending lawsuit against the
federal government, it is not possible at this time to predict what
effect the Supreme Court's ruling, and the subsequent rulings of a lower
court concerning damages, will have on the outcome of Admiral's lawsuit.
Notwithstanding the Supreme Court=s ruling, there can be no assurance
that Admiral will be able to recover any funds arising out of its claim
and, if any recovery is made, the amount of such recovery.



                                  7

<PAGE>


     Since Haven was the only significant asset owned by Admiral, the
Admiral common stock has little or no continuing value.


Liquidity and Capital Resources

Admiral is currently inactive, and awaiting the ultimate outcome and
results of the Company's Winstar-type litigation against the United
States government for breach of contract.  There is no corporate
liquidity, no available capital resources, and no immediately
foreseeable prospects for the future improvement of Admiral's financial
picture.

     Admiral management intends to seek a new line of business. as yet
unidentified.  In connection therewith, Admiral's management believes
that a restructuring of Admiral may be necessary in order to raise
capital for new operations, and any such restructuring may have a
substantial dilutive effect upon Admiral's existing shareholders.
Admiral has no ongoing commitments or obligations other than with
respect to its obligations related to the acquisition and subsequent
confiscation of Haven.


Comparison of Three Months Ended December 31. 1999 and 1998

Admiral was inactive, and recorded no revenues or expenses during either
period.


Comparison of Six Months Ended December 31. 1999 and 1998

Admiral was inactive, and recorded no revenues or expenses during either
period.


Year 2000

     Year 2000 Issue.  Many software applications, hardware and
equipment and embedded chip systems identify dates using only the last
two digits of the year.  These products may be unable to distinguish
between dates in the year 2000 and dates in the year 1900.  That
inability (referred to as the "Year 2000" issue), if not addressed,
could cause applications, equipment or systems to fail or provide
incorrect information after December 31, 1999, or when using dates after
December 31, 1999.  This in turn could have an adverse effect on the
Company due to a Company's direct dependence on its own applications,
equipment and systems and indirect dependence on those of other entities
with which a Company must interact.

     Compliance Program.  In order to address the Year 2000 issue,
Admiral has established a project team to assure that key automated
systems and related processes will remain functional through year 2000.
The team will address the project in the following stages: (i)
awareness, (ii) assessment, (iii) remediation, (iv) testing and (v)
implementation of the necessary modifications.   The key automated
systems consist of (a) management and financial systems applications,
(b) hardware and equipment, (c) embedded chip systems and (d) third-
party developed software.  The evaluation of the Year 2000 issue
includes the evaluation of the Year 2000 exposure of third parties
material to the operations of Admiral.  If necessary, Admiral will
retain a consulting firm to assist with the review of its systems for
Year 2000 issues.

     Company State of Readiness.  The awareness phase of the Year 2000
project has begun with a corporate-wide awareness program which will
continue to be updated throughout the life of the project.  The
assessment phase of the project involves, among other things, efforts to
obtain representations and assurances from third parties, including
third party vendors, that their hardware and



                                 8

<PAGE>


equipment, embedded chip systems and software being used by or impacting
Admiral are or will be modified to be Year 2000 compliant.  To date,
Admiral does not expect that responses from such third parties will be
conclusive.  As a result, management cannot predict the potential
consequences of these or other third parties are not Year 2000
compliant.  The exposure associated with Admiral's interaction with
third parties is also currently being evaluated.

     Management expects that the remediation, testing and implementation
phases will be completed prior to the year 1900.

     Costs to Address Year 2000 Compliance Issues.  While the total cost
to the Company of the Year 2000 project is still being evaluated,
management currently estimates that the costs to be incurred by Admiral
in 1999 and 1900 associated with assessing and testing applications,
hardware and equipment, embedded chip systems, and third party developed
software will be less than $1,000.  The Company expects that planned
capital expenditures to replace existing financial system applications
and hardware will substantially address its existing Year 2000 issues
with financial system applications and hardware.  To date, Admiral has
not expended significant funds related to its Year 2000 compliance
assessment.

     Risk of Non-Compliance and Contingency Plans.  The major
applications which pose the greatest Year 2000 risks for Admiral if
implementation of the Year 2000 compliance program is not successful are
the Company's management systems, financial systems applications and
related third-party software.  Potential problems if the Year 2000
compliance program is not successful include disruptions of the
Company's revenue gathering from and distribution to its customers and
vendors and the inability to perform its other reporting, financial and
accounting functions.

     The goal of the Year 2000 project is to ensure that all of the
critical systems and processes which are under the direct control of the
Company remain functional.  However, because certain systems and
processes may be interrelated with systems outside of the control of the
Company, there can be no assurance that all implementations will be
successful.  Accordingly, as part of the Year 2000 project, contingency
and business plans will be developed to respond to any failures as they
may occur.  Such contingency and business plans are scheduled to be
completed during 1999.   Management does not expect the costs to Admiral
of the Year 2000 project to have a material adverse effect on the
Company=s financial position, results of operations or cash flows.
However, based on information available at this time, Admiral cannot
conclude that any failure of the Company or third parties to achieve
Year 2000 compliance will not adversely affect the Company.





                                 9

<PAGE>

                                                  PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

          Admiral did not become involved in any new material legal
proceedings during the period covered by this report.


Item 2.   Changes in Securities

          Not applicable.


Item 3.   Defaults Upon Senior Securities

          Not applicable.


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

          Not applicable.


Item 5.   Other Information

          Not applicable.


Item 6.   Exhibits and Reports on Form 8-k

          Not applicable.





                                 10

<PAGE>

                              SIGNATURES



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


                              ADMIRAL FINANCIAL CORP. (Registrant)




Date: February 16, 2000       By:  /s/ Wm. Lee Popham
                              ------------------------------------
                              Wm. Lee Popham, President


Date: February 16, 2000       By:  /s/ Linda E. Baker
                              ------------------------------------
                              Linda E. Baker, Principal  Financial
                              and Accounting Officer











                                 11


<PAGE>