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


                                    FORM 10-Q


                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                For the quarterly period ended September 30, 2001


                         Commission File No. 33-19659-02


                           PARKER & PARSLEY 88-B, L.P.
                          -----------------------------
             (Exact name of Registrant as specified in its charter)


                  Delaware                                    75-2240121
   ----------------------------------------              ---------------------
       (State or other jurisdiction of                      (I.R.S. Employer
        incorporation or organization)                   Identification Number)


5205 N. O'Connor Blvd., Suite 1400, Irving, Texas               75039
-------------------------------------------------           -------------
   (Address of principal executive offices)                   (Zip code)

       Registrant's Telephone Number, including area code : (972) 444-9001


          Not applicable (Former name, former address and former fiscal
                       year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                Yes / x / No / /




<PAGE>



                           PARKER & PARSLEY 88-B, L.P.

                                TABLE OF CONTENTS


                                                                        Page
                          Part I. Financial Information

Item 1.     Financial Statements

            Balance Sheets as of September 30, 2001 and
               December 31, 2000......................................    3

            Statements of Operations for the three and nine
              months ended September 30, 2001 and 2000................    4

            Statement of Partners' Capital for the nine months
              ended September 30, 2001................................    5

            Statements of Cash Flows for the nine months ended
              September 30, 2001 and 2000.............................    6

            Notes to Financial Statements.............................    7

Item 2.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations.....................    8


                           Part II. Other Information

Item 6.     Exhibits and Reports on Form 8-K..........................   12

            Signatures................................................   13

                                        2

<PAGE>



                           PARKER & PARSLEY 88-B, L.P.
                        (A Delaware Limited Partnership)

                          Part I. Financial Information


Item 1.      Financial Statements

                                 BALANCE SHEETS
<TABLE>

                                                  September 30,    December 31,
                                                      2001             2000
                                                  ------------     -----------
                                                  (Unaudited)
                 ASSETS
<S>                                               <C>              <C>
Current assets:
  Cash                                            $   320,866      $   144,763
  Accounts receivable - oil and gas sales             107,113          198,467
                                                   ----------       ----------
          Total current assets                        427,979          343,230
                                                   ----------       ----------
Oil and gas properties - at cost, based on the
  successful efforts accounting method              6,775,326        6,954,545
Accumulated depletion                              (5,888,350)      (5,969,972)
                                                   ----------       ----------
          Net oil and gas properties                  886,976          984,573
                                                   ----------       ----------
                                                  $ 1,314,955      $ 1,327,803
                                                   ==========       ==========
    LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                    $    47,325      $    16,350

Partners' capital:
  Managing general partner                             12,645           13,083
  Limited partners (8,954 interests)                1,254,985        1,298,370
                                                   ----------       ----------
                                                    1,267,630        1,311,453
                                                   ----------       ----------
                                                  $ 1,314,955      $ 1,327,803
                                                   ==========       ==========
</TABLE>



The financial information included as of September 30, 2001 has been prepared by
 the managing general partner without audit by independent public accountants.

  The accompanying notes are an integral part of these financial statements.

                                        3

<PAGE>



                           PARKER & PARSLEY 88-B, L.P.
                        (A Delaware Limited Partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>

                                             Three months ended           Nine months ended
                                                September 30,                September 30,
                                          ----------------------    ----------------------
                                             2001         2000         2001         2000
                                          ---------    ---------    ---------    ---------
<S>                                       <C>          <C>          <C>          <C>
Revenues:
   Oil and gas                            $ 259,220    $ 352,159    $ 873,186    $ 943,505
   Interest                                   1,927        3,636        6,841        8,813
   Gain on disposition of assets                -          7,108        7,855       15,953
                                           --------     --------     --------     --------
                                            261,147      362,903      887,882      968,271
                                           --------     --------     --------     --------
Costs and expenses:
   Oil and gas production                   133,495      114,143      366,524      319,196
   General and administrative                 6,594       10,565       21,943       28,305
   Impairment of oil and gas properties      34,975          -         34,975          -
   Depletion                                 31,335       16,274       68,090       51,791
   Abandoned property                            17        8,226       10,258        8,226
                                           --------     --------     --------     --------
                                            206,416      149,208      501,790      407,518
                                           --------     --------     --------     --------
Net income                                $  54,731    $ 213,695    $ 386,092    $ 560,753
                                           ========     ========     ========     ========
Allocation of net income:
   Managing general partner               $     547    $   2,137    $   3,861    $   5,608
                                           ========     ========     ========     ========
   Limited partners                       $  54,184    $ 211,558    $ 382,231    $ 555,145
                                           ========     ========     ========     ========
Net income per limited
   partnership interest                   $    6.05    $   23.63    $   42.69    $   62.00
                                           ========     ========     ========     ========

</TABLE>


         The financial information included herein has been prepared by
  the managing general partner without audit by independent public accountants.

   The accompanying notes are an integral part of these financial statements.

                                        4

<PAGE>



                           PARKER & PARSLEY 88-B, L.P.
                        (A Delaware Limited Partnership)

                         STATEMENT OF PARTNERS' CAPITAL
                                   (Unaudited)



<TABLE>

                                         Managing
                                         general       Limited
                                         partner       partners        Total
                                        ----------    ----------    ----------


<S>                                     <C>           <C>           <C>
Balance at January 1, 2001              $   13,083    $1,298,370    $1,311,453

    Distributions                           (4,299)     (425,616)     (429,915)

    Net income                               3,861       382,231       386,092
                                         ---------     ---------     ---------

Balance at September 30, 2001           $   12,645    $1,254,985    $1,267,630
                                         =========     =========     =========


</TABLE>



         The financial information included herein has been prepared by
  the managing general partner without audit by independent public accountants.

   The accompanying notes are an integral part of these financial statements.

                                        5

<PAGE>



                           PARKER & PARSLEY 88-B, L.P.
                        (A Delaware Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>


                                                           Nine months ended
                                                              September 30,
                                                       ------------------------
                                                          2001          2000
                                                       ----------    ----------
<S>                                                    <C>           <C>
Cash flows from operating activities:
   Net income                                          $  386,092    $  560,753
   Adjustments to reconcile net income to net
      cash provided by operating activities:
         Impairment of oil and gas properties              34,975           -
         Depletion                                         68,090        51,791
         Gain on disposition of assets                     (7,855)      (15,953)
   Changes in assets and liabilities:
         Accounts receivable                               91,354       (29,725)
         Accounts payable                                  32,919        22,569
                                                        ---------     ---------
           Net cash provided by operating activities      605,575       589,435
                                                        ---------     ---------
Cash flows from investing activities:
   Additions to oil and gas properties                     (6,028)       (5,788)
   Proceeds from asset dispositions                         6,471        13,102
                                                        ---------     ---------
           Net cash provided by investing activities          443         7,314
                                                        ---------     ---------
Cash flows used in financing activities:
   Cash distributions to partners                        (429,915)     (556,511)
                                                        ---------     ---------
Net increase in cash                                      176,103        40,238
Cash at beginning of period                               144,763       129,430
                                                        ---------     ---------
Cash at end of period                                  $  320,866    $  169,668
                                                        =========     =========

</TABLE>


         The financial information included herein has been prepared by
  the managing general partner without audit by independent public accountants.

   The accompanying notes are an integral part of these financial statements.

                                        6

<PAGE>



                           PARKER & PARSLEY 88-B, L.P.
                        (A Delaware Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2001
                                   (Unaudited)

Note 1.     Organization and nature of operations

Parker &  Parsley  88-B,  L.P.  (the  "Partnership")  is a  limited  partnership
organized in 1988 under the laws of the State of Delaware.

The  Partnership  engages in oil and gas development and production in Texas and
is not involved in any industry segment other than oil and gas.

Note 2.     Basis of presentation

In  the  opinion  of  management,  the  unaudited  financial  statements  of the
Partnership  as of  September  30, 2001 and for the three and nine months  ended
September 30, 2001 and 2000 include all adjustments and accruals consisting only
of  normal  recurring  accrual  adjustments  which  are  necessary  for  a  fair
presentation  of the results for the interim  period.  These interim results are
not necessarily indicative of results for a full year. Certain reclassifications
may have been made to the September 30, 2000 financial  statements to conform to
the September 30, 2001 financial statement presentations.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or  omitted  in this Form 10-Q  pursuant  to the rules and
regulations of the Securities and Exchange Commission.  The financial statements
should  be read in  conjunction  with the  financial  statements  and the  notes
thereto  contained in the  Partnership's  Report on Form 10-K for the year ended
December 31, 2000, as filed with the Securities and Exchange Commission,  a copy
of which is available upon request by writing to Rich Dealy,  Vice President and
Chief Accounting  Officer,  5205 North O'Connor  Boulevard,  Suite 1400, Irving,
Texas 75039-3746.

Note 3.     Impairment of long-lived assets

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of" ("SFAS  121"),  the  Partnership  reviews its proved oil and gas
properties for impairment  whenever events and circumstances  indicate a decline
in the  recoverability  of the carrying value of the  Partnership's  oil and gas
properties.  The Partnership has estimated the expected future cash flows of its
oil and gas properties as of September 30, 2001, based on proved  reserves,  and
compared such estimated  future cash flows to the respective  carrying amount of
the oil and gas  properties to determine if the carrying  amounts were likely to
be  recoverable.  For those proved oil and gas properties for which the carrying
amount exceeded the estimated future cash flows, an impairment was determined to
exist; therefore,  the Partnership adjusted the carrying amount of those oil and
gas properties to their fair value as determined by  discounting  their expected
future cash flows at a discount rate commensurate with the risks involved in the

                                        7

<PAGE>



industry.  As  a  result,  the  Partnership  recognized  a  non-cash  impairment
provision  of $34,975  related to its proved oil and gas  properties  during the
nine months ended September 30, 2001.

Note 4.     Proposal to acquire Partnership

On October 22,  2001,  Pioneer  Natural  Resources  Company  ("Pioneer")  mailed
materials to the limited  partners of the Partnership  soliciting their approval
of an agreement and plan of merger among Pioneer, Pioneer Natural Resources USA,
Inc. ("Pioneer USA"), a wholly-owned subsidiary of Pioneer, and the Partnership.
Pioneer has valued the Partnership interest at $3,086,337 of which $3,023,397 is
attributable to the limited partners, excluding Pioneer USA in its capacity as a
general  partner or a limited  partner.  If a majority of the  limited  partners
approve the transaction,  each limited partner will receive their  proportionate
share of the value in the form of Pioneer common stock.

Item 2.     Management's Discussion and Analysis of Financial Condition
              and Results of Operations (1)

Results of Operations

Nine months ended September 30, 2001 compared with nine months ended September
  30, 2000

Revenues:

The  Partnership's  oil and gas  revenues  decreased 7% to $873,186 for the nine
months ended  September  30, 2001 as compared to $943,505 for the same period in
2000. The decrease in revenues  resulted from lower average prices  received for
oil and a decline in production,  offset by higher  average prices  received for
gas and natural gas liquids  ("NGLs").  For the nine months ended  September 30,
2001,  22,346  barrels of oil,  7,311 barrels of NGLs and 32,649 mcf of gas were
sold, or 35,099 barrel of oil  equivalents  ("BOEs").  For the nine months ended
September 30, 2000, 24,263 barrels of oil, 10,130 barrels of NGLs and 41,502 mcf
of gas were sold,  or 41,310  BOEs.  Due to the decline  characteristics  of the
Partnership's  oil and gas  properties,  management  expects a certain amount of
decline  in  production  in the  future  until  the  Partnership's  economically
recoverable reserves are fully depleted.

The average price received per barrel of oil decreased  $.82, or 3%, from $28.32
for the nine months  ended  September  30, 2000 to $27.50 for the same period in
2001. The average price received per barrel of NGLs increased  $.13, or 1%, from
$15.11  during the nine months ended  September  30, 2000 to $15.24 for the same
period in 2001.  The average  price  received per mcf of gas  increased 81% from
$2.49  during the nine  months  ended  September  30, 2000 to $4.51 for the same
period in 2001. The market price for oil and gas has been extremely  volatile in
the past  decade  and  management  expects a certain  amount  of  volatility  to
continue in the  foreseeable  future.  The  Partnership  may therefore  sell its
future  oil and gas  production  at  average  prices  lower or higher  than that
received during the nine months ended September 30, 2001.

Gain on disposition  of assets of $7,855 was  recognized  during the nine months
ended  September  30, 2001 due to the sale of  equipment on one well plugged and
abandoned during the current period.

                                        8

<PAGE>



A gain of $15,953 was  recognized  during the same period in 2000 resulting from
an $11,638 salvage income from one well plugged and abandoned during the current
period and $4,315 from  equipment  credits  received on one fully depleted well.
Abandoned  property  costs of $10,528 and $8,226 were  incurred  during the nine
months ended September 30, 2001 and 2000, respectively, to abandon these wells.

Costs and Expenses:

Total  costs and  expenses  increased  to  $501,790  for the nine  months  ended
September  30,  2001 as compared  to  $407,518  for the same period in 2000,  an
increase of $94,272,  or 23%.  This  increase was due to increases in production
costs,  depletion,  the  impairment  of oil and  gas  properties  and  abandoned
property  costs,  offset by a decline in  general  and  administrative  expenses
("G&A").

Production  costs were $366,524 for the nine months ended September 30, 2001 and
$319,196 for the same period in 2000,  resulting  in an increase of $47,328,  or
15%. The increase was primarily  due to higher ad valorem  taxes and  additional
well  maintenance  costs  and  workover  expenses  incurred  to  stimulate  well
production.

G&A's  components are independent  accounting and engineering  fees and managing
general partner personnel and operating costs. During this period, G&A decreased
22% from $28,305 for the nine months ended September 30, 2000 to $21,943 for the
same period in 2001, primarily due to a lower percentage of the managing general
partner's  G&A being  allocated  (limited  to 3% of oil and gas  revenues)  as a
result of decreased oil and gas revenues.

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of" ("SFAS  121"),  the  Partnership  reviews its proved oil and gas
properties for impairment  whenever events and circumstances  indicate a decline
in the  recoverability  of the carrying value of the  Partnership's  oil and gas
properties.  The Partnership has estimated the expected future cash flows of its
oil and gas properties as of September 30, 2001, based on proved  reserves,  and
compared such estimated  future cash flows to the respective  carrying amount of
the oil and gas  properties to determine if the carrying  amounts were likely to
be  recoverable.  For those proved oil and gas properties for which the carrying
amount exceeded the estimated future cash flows, an impairment was determined to
exist; therefore,  the Partnership adjusted the carrying amount of those oil and
gas properties to their fair value as determined by  discounting  their expected
future cash flows at a discount rate commensurate with the risks involved in the
industry.  As  a  result,  the  Partnership  recognized  a  non-cash  impairment
provision  of $34,975  related to its proved oil and gas  properties  during the
nine months ended September 30, 2001.

Depletion  was $68,090 for the nine months ended  September 30, 2001 as compared
to $51,791 for the same period in 2000,  representing an increase of $16,299, or
31%. This increase was the result of a reduction in proved  reserves  during the
period  ended  September  30,  2001 as a result  of lower  commodity  prices  as
compared to the same period in 2000,  offset by a decline in oil  production  of
1,917  barrels for the nine months ended  September  30, 2001 as compared to the
same period in 2000.

                                        9

<PAGE>



Three months ended September 30, 2001 compared with three months ended September
  30, 2000

Revenues:

The Partnership's  oil and gas revenues  decreased 26% to $259,220 for the three
months ended  September  30, 2001 as compared to $352,159 for the same period in
2000. The decrease in revenues resulted from lower average prices received and a
decline in  production.  For the three months ended  September  30, 2001,  7,949
barrels of oil, 2,619 barrels of NGLs and 11,857 mcf of gas were sold, or 12,544
BOEs. For the three months ended September 30, 2000, 7,752 barrels of oil, 3,707
barrels  of NGLs and 14,807 mcf of gas were  sold,  or 13,927  BOEs.  Due to the
decline characteristics of the Partnership's oil and gas properties,  management
expects a certain  amount of  decline  in  production  in the  future  until the
Partnership's economically recoverable reserves are fully depleted.

The average  price  received per barrel of oil  decreased  $5.15,  or 16%,  from
$31.31 for the three  months  ended  September  30,  2000 to $26.16 for the same
period in 2001. The average price  received per barrel of NGLs decreased  $5.65,
or 33%, from $16.90  during the three months ended  September 30, 2000 to $11.25
for the same period in 2001. The average price received per mcf of gas decreased
42% from $3.16 during the three months ended September 30, 2000 to $1.84 for the
same period in 2001.

Gain on disposition  of assets of $7,108 was recognized  during the three months
ended  September  30,  2000.  The gain was  comprised  of $4,315 from  equipment
credits  received on one fully  depleted  well and $2,793  received from salvage
income on one well plugged and abandoned  during the current  period.  Abandoned
property  costs of $17 and $8,226 were  incurred  during the three  months ended
September 30, 2001 and 2000,  respectively,  resulting from one well plugged and
abandoned during the current periods.

Costs and Expenses:

Total costs and  expenses  increased  to  $206,416  for the three  months  ended
September  30,  2001 as compared  to  $149,208  for the same period in 2000,  an
increase  of  $57,208,  or  38%.  This  increase  was  due to  increases  in the
impairment of oil and gas properties,  production costs and depletion, offset by
decreases in abandoned property costs and G&A.

Production costs were $133,495 for the three months ended September 30, 2001 and
$114,143 for the same period in 2000  resulting in a $19,352  increase,  or 17%.
The increase was primarily due to higher ad valorem  taxes and  additional  well
maintenance  costs  incurred  to  stimulate  well  production,  offset  by lower
production and ad valorem taxes.

During this period,  G&A  decreased  38% from $10,565 for the three months ended
September  30,  2000 to $6,594 for the same period in 2001,  primarily  due to a
lower percentage of the managing general partner's G&A being allocated  (limited
to 3% of oil and gas revenues) as a result of decreased oil and gas revenues.

The Partnership recognized a non-cash impairment provision of $34,975 related to
its proved oil and gas  properties  during the three months ended  September 30,
2001.

                                       10

<PAGE>



Depletion was $31,335 for the three months ended  September 30, 2001 as compared
to $16,274 for the same period in 2000,  representing an increase of $15,061, or
93%.  This increase was due to a decrease in proved  reserves  during the period
ended  September 30, 2001 as a result of lower  commodity  prices as compared to
the same period in 2000.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash  provided by operating  activities  increased  $16,140  during the nine
months ended  September 30, 2001 from the same period ended  September 30, 2000.
This  increase  was due to  reductions  of $131,429  in working  capital and G&A
expenses  of  $6,362,  offset  by  increases  in  production  costs of  $47,328,
abandoned property costs of $2,032 and a reduction in oil and gas sales receipts
of $72,291.  The decrease in oil and gas receipts  resulted  from the decline of
$21,833 in oil prices  during 2001 and  $135,612  resulting  from the decline in
production  during  2001 as  compared  to the same  period  in 2000,  offset  by
increases in gas and NGL prices of $85,154. The increase in production costs was
primarily due to higher ad valorem taxes and  additional  well  maintenance  and
workover costs incurred to stimulate  well  production.  The decrease in G&A was
primarily due to a lower percentage of the managing general  partner's G&A being
allocated  (limited to 3% of oil and gas  revenues) as a result of decreased oil
and gas revenues.

Net Cash Provided by Investing Activities

The  Partnership's  investing  activities during the nine months ended September
30, 2001 and 2000 were  related to upgrades of oil and gas  equipment on various
oil and gas properties.

Proceeds from  dispositions  of assets of $6,471 was recognized  during the nine
months ended  September 30, 2001. The proceeds were comprised of $5,968 received
from the sale of equipment on one well plugged and abandoned  during the current
period and $503 from equipment credits received on one active well.  Proceeds of
$13,102  received  during the same period in 2000 were due to $8,845 on one well
plugged  and  abandoned  during the  current  period and $4,257  from  equipment
credits on one fully depleted well.

Net Cash Used in Financing Activities

For the nine months ended September 30, 2000, cash distributions to the partners
were $429,915,  of which $4,299 was distributed to the managing  general partner
and $425,616 to the limited  partners.  For the same period ended  September 30,
2000,  cash  distributions  to the partners were  $556,511,  of which $5,565 was
distributed  to the  managing  general  partner  and  $550,946  to  the  limited
partners.

During  2001,  the  Partnership  made  distributions  in  March  and July but no
distributions  were made by the Partnership during September pending the vote of
the proposed merger of the Partnership into Pioneer Natural  Resources USA, Inc.
("Pioneer USA"). For further information, see "Proposal to acquire partnerships"
below.

                                       11

<PAGE>



Proposal to acquire partnerships

On October 22,  2001,  Pioneer  Natural  Resources  Company  ("Pioneer")  mailed
definitive materials (the "proxy  statement/prospectus") to solicit the approval
of limited partners of 46 Parker & Parsley limited  partnerships,  including the
Partnership,  of an agreement and plan of merger among  Pioneer,  Pioneer USA, a
wholly-owned subsidiary of Pioneer, and those limited partnerships.  The special
meetings of the limited partners to consider and vote on the merger proposal are
scheduled  for  December  20,  2001.  The record  date to  identify  the limited
partners who are  entitled to notice of and to vote at the special  meetings was
September  21, 2001.  Each  partnership  that approves the agreement and plan of
merger and the other related  merger  proposals will merge with and into Pioneer
USA.  As a result,  the  partnership  interests  of those  partnerships  will be
converted into the right to receive Pioneer common stock.

The proxy  statement/prospectus  is  non-binding  and is subject to, among other
things,  consideration  of offers from third parties to purchase any partnership
or its assets and the majority approval of the limited partnership  interests in
each partnership.

A copy of the proxy  statement/prospectus  may be obtained  without  charge upon
request from Pioneer Natural Resources Company, 5205 North O'Connor Blvd., Suite
1400, Irving, Texas 75039, Attention: Investor Relations.

The limited partners are urged to read the proxy statement/prospectus of Pioneer
filed with the Securities and Exchange  Commission because it contains important
information about the proposed mergers,  including  information about the direct
and indirect  interests  of Pioneer USA and Pioneer in the mergers.  The limited
partners may also obtain the final proxy statement/prospectus and other relevant
documents  relating to the  proposed  mergers free through the internet web site
that the Securities and Exchange Commission maintains at www.sec.gov.

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

(1)  "Item 2.  Management's  Discussion and Analysis of Financial  Condition and
     Results of Operations"  contains  forward  looking  statements that involve
     risks and uncertainties.  Accordingly,  no assurances can be given that the
     actual  events  and  results  will  not be  materially  different  than the
     anticipated results described in the forward looking statements.


                           Part II. Other Information

Item 6.     Exhibits and Reports on Form 8-K

(a)    Exhibits

(b)    Reports on Form 8-K - none



                                       12

<PAGE>


                           PARKER & PARSLEY 88-B, L.P.
                        (A Delaware Limited Partnership)



                               S I G N A T U R E S



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


                                           PARKER & PARSLEY 88-B, L.P.

                                    By:    Pioneer Natural Resources USA, Inc.,
                                            Managing General Partner




Dated:  November 9, 2001           By:    /s/ Rich Dealy
                                           ----------------------------------
                                           Rich Dealy, Vice President and
                                             Chief Accounting Officer



                                       13

<PAGE>