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 MARCH 31, 2000 COMMISSION FILE NUMBER: 1-10560

BENCHMARK ELECTRONICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

TEXAS 74-2211011
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NUMBER)

3000 TECHNOLOGY DRIVE 77515
ANGLETON, TEXAS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(979) 849-6550
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

Yes [X] No [ ]

As of May 12, 2000 there were 16,300,476 shares of Common Stock, par value
$0.10 per share, outstanding.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

MARCH 31, DECEMBER 31,
2000 1999
--------- ------------
(UNAUDITED)

ASSETS
Current assets:
Cash and cash equivalents ............................................ $ 1,073 $ 9,437
Accounts receivable, net ............................................. 224,376 197,239
Income taxes receivable .............................................. 3,985 3,351
Inventories .......................................................... 249,720 214,554
Prepaid expenses and other assets .................................... 15,636 15,499
Deferred tax asset ................................................... 2,347 2,334
--------- ------------
Total current assets ............................................... 497,137 442,414
--------- ------------
Property, plant and equipment .......................................... 178,084 175,774
Accumulated depreciation ............................................... (56,262) (53,766)
--------- ------------
Net property, plant and equipment .................................. 121,822 122,008
--------- ------------
Other assets, net ...................................................... 23,648 23,625
Goodwill, net .......................................................... 169,225 172,791
--------- ------------
$ 811,832 $ 760,838
========= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of other long-term debt ......................... $ 19,011 $ 19,184
Accounts payable ..................................................... 216,117 215,971
Accrued liabilities .................................................. 28,726 29,333
--------- ------------
Total current liabilities .......................................... 263,854 264,488

Revolving line of credit ............................................... 95,100 41,500
Convertible subordinated notes ......................................... 80,200 80,200
Other long-term debt, excluding current installments ................... 76,611 81,111
Other long-term liability .............................................. 5,789 5,939
Deferred income taxes .................................................. 5,747 5,665
Shareholders' equity:
Preferred shares, $0.10 par value; 5,000,000 shares
authorized, none issued ............................................ -- --
Common shares, $0.10 par value; 30,000,000 shares authorized; issued -
16,326,910 and 16,290,010, respectively;
outstanding - 16,277,426 and 16,240,526, respectively .............. 1,628 1,624
Additional paid-in capital ........................................... 201,732 200,980
Retained earnings .................................................... 80,751 78,774
Accumulated other comprehensive income ............................... 540 677
Less treasury shares, at cost; 49,484 shares ......................... (120) (120)
--------- ------------
Total shareholders' equity ......................................... 284,531 281,935
Commitments and contingencies.........................................
--------- ------------
$ 811,832 $ 760,838
========= ============

See accompanying notes to condensed consolidated financial statements.

BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

THREE MONTHS ENDED
MARCH 31,
-----------------------
2000 1999
--------- ---------
Sales .............................................. $ 349,155 $ 146,546
Cost of sales ...................................... 325,509 131,856
--------- ---------
Gross profit ................................. 23,646 14,690
Selling, general and administrative expenses ....... 12,681 4,950
Amortization of goodwill ........................... 3,220 910
--------- ---------
Income from operations ....................... 7,745 8,830
Interest expense ................................... (5,563) (1,125)
Other income ....................................... 828 216
--------- ---------
Income before income taxes ................... 3,010 7,921
Income tax expense ................................. 1,033 2,884
--------- ---------
Net income ................................... $ 1,977 $ 5,037
========= =========
Earnings per share:
Basic ........................................ $ 0.12 $ 0.43
Diluted ...................................... $ 0.12 $ 0.40
========= =========
Weighted average number of shares outstanding:
Basic ........................................ 16,248 11,655
Diluted ...................................... 17,173 12,703
========= =========

See accompanying notes to condensed consolidated financial statements.

BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
(UNAUDITED)

THREE MONTHS ENDED
MARCH 31,
--------------------
2000 1999
-------- --------
Cash flows from operating activities:
Net income ............................................ $ 1,977 $ 5,037
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization .................... 12,860 4,818
Deferred income taxes ............................ 91 47
Gain on the sale of property, plant and equipment (9) (34)
Federal tax benefit of stock options exercised ... 249 211
Changes in operating assets and liabilities, net of
effects from acquisitions:
Accounts receivable .............................. (27,122) (23,366)
Inventories ...................................... (34,754) (2,718)
Prepaid expenses and other assets ................ 49 (323)
Accounts payable ................................. (384) 30,608
Accrued liabilities .............................. (532) 1,599
Other long term liability ........................ (150) --
Income taxes receivable .......................... (634) 2,568
-------- --------
Net cash provided by (used in) operations .... (48,359) 18,447
-------- --------
Cash flows from investing activities:
Capital expenditures, net ............................ (9,359) (3,956)
Additions to capitalized software .................... (466) (734)
Acquisitions ......................................... -- (48,000)
-------- --------
Net cash used in investing activities ........ (9,825) (52,690)
-------- --------
Cash flows from financing activities:
Debt issuance costs .................................. -- (152)
Proceeds from issuance of debt ....................... 53,600 25,000
Proceeds from stock options exercised ................ 507 438
Principal payments on other long-term debt ........... (4,673) (2,036)
-------- --------
Net cash provided by financing activities .... 49,434 23,250
-------- --------
Effect of exchange rate changes ........................ 386 --
-------- --------
Net decrease in cash and cash equivalents .............. (8,364) (10,993)
Cash and cash equivalents at beginning of year ....... 9,437 23,077
-------- --------
Cash and cash equivalents at March 31 ................ $ 1,073 $ 12,084
======== ========
Supplemental disclosures of cash flow information:
Income taxes paid .................................... $ 18 $ 57
======== ========
Interest paid ........................................ $ 6,223 $ 1,610
======== ========

See accompanying notes to condensed consolidated financial statements.

BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, UNLESS OTHERWISE NOTED)
(UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

Benchmark Electronics, Inc. (the Company) is a Texas corporation which
provides electronics manufacturing and design services to original equipment
manufacturers (OEMs) in select industries, including enterprise computer and
peripherals, telecommunications, medical devices, industrial control, testing
and instrumentation, high-end video/audio/entertainment and computers. The
Company has manufacturing operations located in the Americas, Europe and Asia.

The condensed consolidated financial statements included herein have been
prepared by the Company without audit pursuant to the rules and regulations of
the Securities and Exchange Commission. The financial statements reflect all
normal and recurring adjustments which in the opinion of management are
necessary for a fair presentation of the financial position, results of
operations and cash flows for the interim periods presented. The results of
operations for the periods presented are not necessarily indicative of the
results to be expected for the full year. The accompanying unaudited condensed
consolidated financial statements should be read in conjunction with the
financial statements and notes included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1999.

NOTE 2 - EARNINGS PER SHARE

Basic earnings per share is computed using the weighted average number of
shares outstanding. Diluted earnings per share is computed using the weighted
average number of shares outstanding adjusted for the incremental shares
attributed to outstanding stock options to purchase common stock. Incremental
shares of 925 and 1,048 for the three months ended March 31, 2000 and 1999,
respectively, were used in the calculation of diluted earnings per share.
Options to purchase 593 shares of common stock for the three-month period ended
March 31, 2000 were not included in the computation of diluted earnings per
share because the option exercise price was greater than the average market
price of the common stock. The effect of the if-converted method for the 6%
Convertible Subordinated Notes (the Notes) is antidilutive and 1,995 of
potential common shares have not been considered in computing diluted earnings
per share for the three-month period ended March 31, 2000.

NOTE 3 - BORROWING FACILITIES

In order to finance the acquisition of AVEX Electronics, Inc. and Kilbride
Holdings, B.V. (AVEX), the Company obtained $100 million through borrowings
under a five-year term loan (the Term Loan) through a syndicate of commercial
banks. Principal on the Term Loan is payable in quarterly installments in annual
amounts of $16 million in 2000, $18 million in 2001, $20 million in 2002, $22
million in 2003 and $21 million in 2004. The Term Loan bears interest, at the
Company's option, at either the bank's Eurodollar rate plus 1.25% to 2.50% or
its prime rate plus 0.00% to 1.00%, based upon the Company's debt ratio as
specified in the agreement and interest is payable quarterly. As of March 31,
2000, the Company had $93 million outstanding under the Term Loan, bearing
interest at rates ranging from 8.6875% to 9.13%. As of March 31, 1999, the
Company had $40 million outstanding under a previous Term Loan obtained in
connection with the acquisition of Lockheed Commercial Electronics Company. In
June 1999, the Company repaid all amounts outstanding under the previous Term
Loan with the proceeds from a public offering of the Company's common stock.

In connection with the financing of the acquisition of AVEX, the Company
prepaid an 8.02% Senior Note due 2006. As of March 31, 1999, the Company had $30
million outstanding under the Senior Note.

The Company has a $125 million revolving line of credit facility (the
Revolving Credit Facility) with a commercial bank. The Company is entitled to
borrow under the Revolving Credit Facility up to the lesser of $125 million or
the sum of 75% of its eligible accounts receivable, 45% of its eligible
inventories and 50% of its eligible fixed assets. Interest on the Revolving
Credit Facility is payable quarterly, at the Company's option, at either the
bank's Eurodollar rate plus 1.25% to 2.50% or its prime rate plus 0.00% to
1.00%, based upon the Company's debt ratio as specified in the agreement. A
commitment fee of 0.375% to 0.500% per annum on the unused portion of the
Revolving Credit Facility is payable quarterly in arrears. The Revolving Credit
Facility matures on September 30, 2004. As of March 31, 2000, the Company had
$95.1 million outstanding under the Revolving Credit Facility, bearing interest
at rates ranging from 8.625% to 10%, $5.2 million outstanding letters of credit
and $24.7 million was available for future borrowings.

The Term Loan and the Revolving Credit Facility (collectively the
Facility) is secured by the Company's domestic inventory and accounts
receivable, 100% of the stock of the Company's domestic subsidiaries, and 65% of
the voting capital stock of each direct foreign subsidiary and substantially all
of the other tangible and intangible assets of the Company and its domestic
subsidiaries. The Facility contains customary financial covenants and restricts
the ability of the Company to incur additional debt, pay dividends, sell assets,
and to merge or consolidate with other persons, without the consent of the bank.

In August 1999, the Company issued $80.2 million principal amount of 6%
Convertible Subordinated Notes due August 15, 2006 (the Notes). The indenture
relating to the Notes contains affirmative and negative covenants including
covenants restricting the Company's ability to merge or engage in certain other
extraordinary corporate transactions unless certain conditions are satisfied.
Upon the occurrence of a change of control of the Company (as defined in the
indenture relating to the Notes), each holder of Notes will have the right to
require the Company to repurchase all or part of the Holder's notes at 100% of
the face amount thereof, plus accrued and unpaid interest.

The Notes are convertible, unless previously redeemed or repurchased, at
the option of the holder at any time prior to maturity, into shares of the
Company's common stock at an initial conversion price of $40.20 per share,
subject to adjustment in certain events. The Notes are convertible into a total
of 1,995 shares of the Company's common stock. Interest is payable February 15
and August 15 each year.

NOTE 4 - INVENTORIES

Inventory costs are summarized as follows:

MARCH 31, DECEMBER 31,
2000 1999
--------- ------------

Raw materials ..................................... $ 211,347 $ 191,952
Work in process ................................... 58,396 42,603
Obsolescence reserve .............................. (20,023) (20,001)
--------- ---------
$ 249,720 $ 214,554
========= =========

NOTE 5 - INCOME TAXES

Income tax expense consists of the following:

THREE MONTHS ENDED
MARCH 31,
-----------------------
2000 1999
--------- ---------
Federal - Current .................................. $ 278 $ 2,305
Foreign - Current .................................. 554 105
State - Current .................................... 108 427
Deferred ........................................... 93 47
--------- ---------
Total ......................................... $ 1,033 $ 2,884
========= =========

Income tax expense differs from the amount computed by applying the U.S.
federal statutory income tax rate to pretax income due to the impact of
nondeductible amortization of goodwill, foreign income taxes, state income
taxes, net of federal benefit and the benefit from the use of a foreign sales
corporation.

The Company considers earnings from its foreign subsidiaries to be
indefinitely reinvested and, accordingly, no provision for U.S. federal and
state income taxes has been made for these earnings. Upon distribution of
foreign subsidiary earnings in the form of dividends or otherwise, the Company
would be subject to U.S. income taxes (subject to adjustment for foreign tax
credits).

In addition, for a period of up to ten years the Company will be subject
to taxes in Ireland at rates substantially less than the statutory tax rates for
that jurisdiction. As a result of these reduced rates, income tax expense for
the quarter ended March 31, 2000 is approximately $82 (approximately $.01 per
share diluted) lower than the amount computed by applying the statutory tax
rates.

NOTE 6 - RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which establishes accounting and reporting
standards for derivative financial instruments, including certain derivative
instruments embedded in other contracts and for hedging activities. It requires
that companies recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value. The
Company expects to adopt SFAS No. 133 on January 1, 2001, but has not determined
the impact on its financial position, results of operations or liquidity.

NOTE 7 - RECENT ACQUISITIONS

On August 24, 1999, the Company completed the acquisition of all of the
outstanding capital stock of AVEX from J.M. Huber Corporation (the Seller). AVEX
has manufacturing plants or design centers in the United States in Huntsville,
Alabama and Pulaski, Tennessee, and elsewhere in Campinas, Brazil, Csongrad,
Hungary, Guadalajara, Mexico, Cork, Ireland, Singapore, East Kilbride, Scotland,
and Katrineholm, Sweden. In consideration of the capital stock of AVEX, the
Company paid $265.3 million in cash at closing, subject to certain adjustments,
including a working capital adjustment, and issued one million shares of the
Company's common stock to the Seller. In addition, the Company paid $5.2 million
in acquisition costs. In order to finance the AVEX acquisition, the Company (i)
obtained a term loan from a syndicate of commercial banks in the amount of $100
million, (ii) obtained a new revolving credit facility permitting draws of up to
$125 million, subject to a borrowing base calculation, and borrowed $46 million
under such facility and (iii) issued $80.2 million in Notes.

In connection with the AVEX acquisition, the Company borrowed $30 million under
the new revolving credit facility to refinance existing debt pursuant to the
Company's prior Senior Note (see Note 3). The AVEX acquisition was accounted for
using the purchase method of accounting. The acquisition resulted in goodwill of
approximately $131.1 million that is being amortized on a straight-line basis
over 15 years.

Pursuant to the terms of the purchase agreement in connection with the
acquisition of AVEX on August 24,1999, the Company was required to agree upon a
working capital adjustment with the Seller by November 22, 1999. The Company was
unable to reach an agreement with the Seller prior to the November 22, 1999
deadline and has entered into several agreements extending this deadline. At the
present time, the parties still have not reached an agreement and have hired an
independent accounting firm to serve as arbitrator to resolve the dispute and to
calculate the final closing working capital adjustment. The Company is unable to
predict when the arbitrator will be releasing its findings but estimates that
the net closing working capital adjustment will be in the range of $20 to $40
million. Management has made its best estimate of the ultimate resolution of
this arbitration proceeding. However, the final working capital adjustment could
have a significant effect on the final purchase price and the allocation of the
purchase price. The Company has recorded a current liability at March 31, 2000
for the estimated amount.

On March 1, 1999, the Company acquired certain equipment and inventories
from Stratus Computer Ireland (Stratus), a wholly-owned subsidiary of Ascend
Communications, Inc. (Ascend) for approximately $42.3 million in cash as
adjusted. The acquisition price was allocated $6.1 million to equipment and
other assets, and $36.2 million to inventories. Stratus provided systems
integration services for large and sophisticated fault-tolerant mainframe
computers. In connection with the transaction, the Company entered into a
three-year supply agreement to provide these system integration services to
Ascend and Stratus Holdings Limited and the Company hired approximately 260
employees.

NOTE 8 - BUSINESS SEGMENTS AND GEOGRAPHIC AREAS

The Company has 14 manufacturing facilities in the Americas, Europe and
Asia to serve its customers. The Company is operated and managed geographically.
The Company's management evaluates performance and allocates the Company's
resources on a geographic basis. Intersegment sales, primarily constituting
sales from the Americas to Europe, are generally recorded at prices that
approximate arm's length transactions. Operating segments' measure of
profitability is based on income from operations prior to goodwill amortization.
Certain corporate expenses, including items such as insurance and software
licensing costs, are allocated to these operating segments and are included for
performance evaluation. Amortization expense associated with capitalized
software costs is allocated to these operating segments, but the related assets
are not allocated. The accounting policies for the reportable operating segments
are the same as for the Company taken as a whole.

Information about operating segments for the three months ended March 31,
2000 and 1999 was as follows:

THREE MONTHS ENDED
MARCH 31,
-------------------------
2000 1999
--------- ------------
Net sales:
Americas ................................. $ 316,822 132,822
Europe ................................... 77,185 17,120
Asia ..................................... 9,042 --
Elimination of intersegment sales ........ (53,894) (3,396)
--------- ------------
$ 349,155 146,546
========= ============
Depreciation and amortization:
Americas ................................. $ 7,068 3,573
Europe ................................... 2,397 335
Asia ..................................... 175 --
Corporate - goodwill ..................... 3,220 910
--------- ------------
$ 12,860 4,818
========= ============
Income from operations:
Americas ................................. $ 7,043 9,323
Europe ................................... 4,069 1,049
Asia ..................................... 1,143 --
Corporate and intersegment eliminations .. (4,510) (1,542)
--------- ------------
$ 7,745 8,830
========= ============

MARCH 31, DECEMBER 31,
2000 1999
--------- ------------
Total assets:
Americas ................................. $ 646,741 424,521
Europe ................................... 126,305 128,814
Asia ..................................... 15,907 12,808
Corporate ................................ 22,879 194,694
--------- ------------
$ 811,832 760,837
========= ============

The following enterprise-wide information is provided in accordance with
SFAS No. 131. Geographic net sales information reflects the destination of the
product shipped. Long-lived assets information is based on the physical location
of the asset.

THREE MONTHS ENDED
MARCH 31,
------------------------
2000 1999
--------- ------------
Net sales derived from:
Printed circuit boards ..................... $ 322,393 129,426
Systems integration and box build .......... 26,762 17,120
--------- ------------
$ 349,155 146,546
========= ============
Geographic net sales:
United States .............................. $ 218,274 119,319
Europe ..................................... 76,381 27,045
Asia and other ............................. 54,500 182
--------- ------------
$ 349,155 146,546
========= ============

MARCH 31, DECEMBER 31,
2000 1999
--------- ------------
Long-lived assets:
United States .............................. $ 96,777 99,221
Europe ..................................... 21,972 24,538
Asia and other ............................. 26,721 21,874
--------- ------------
$ 145,470 145,633
========= ============

NOTE 9 - COMPREHENSIVE INCOME

Comprehensive income, which includes net income and the change in the
cumulative translation adjustment, for the three months ended March 31, 2000,
was $1.8 million. For the 1999 period, comprehensive income and net income was
the same.

NOTE 10 - SUBSEQUENT EVENT

Since quarter end, Benchmark has entered into a letter of intent to sell
the assets of its Sweden operation. This transaction is subject to approval of
the board of directors, execution of a definitive agreement and other customary
conditions.

NOTE 11- CONTINGENCIES

On October 18, 1999, the Company announced that its third quarter earnings
announcement would be delayed and subsequently, on October 22, the Company
announced its earning for the third quarter were below the level of the same
periods during 1998 and were below expectations. Several class action lawsuits
were filed in federal district court in Houston, Texas against the Company and
two of its officers and directors alleging violations of the federal securities
laws. The lawsuit seeks to recover unspecified damages. The Company denies the
allegations in the lawsuits, however, and further denies that such allegations
provide a basis for recovery of damages as the Company believes that it has made
all required disclosures on a timely basis. Management intends to vigorously
defend against these actions.

Benchmark filed suit against Seller in the United States District Court
for the Southern District of Texas for breach of contract, fraud and negligent
misrepresentation on December 14, 1999 and is seeking an unspecified amount of
damages in connection with the Amended and Restated Stock Purchase Agreement
dated August 12, 1999 between the parties whereby Benchmark acquired all of the
stock of AVEX from Seller. On January 5, 2000, Seller filed suit in the United
States District Court for the Southern District of New York alleging that
Benchmark failed to comply with certain obligations under the contract requiring
Benchmark to register shares of its common stock issued to Seller as partial
consideration for the acquisition. Seller's suit has been consolidated with
Benchmark's suit in the United States District Court for the Southern District
of Texas. Management intends to vigorously pursue its claims against Seller and
defend against Seller's allegations.

Subsequent to March 31, 2000, the Company, along with numerous other
companies, was named as a defendant in a lawsuit brought by the Lemelson
Medical, Education & Research Foundation (the Foundation). The lawsuit, which
has not been formally served on the Company, alleges that the Company has
infringed certain of the Foundation's patents relating to machine vision and bar
code technology utilized in machines the Company has purchased. The Company has
been in contact with representatives of the Foundation, and is currently
investigating the nature of the Foundation's claims, the Company's potential
defenses and any indemnity or similar rights the Company may have against
manufacturers of the machines or other third parties. The Company's
investigation of these matters is not complete. If the Foundation's complaint is

served on the Company, the Company intends to vigorously defend against such
claim and pursue all rights it has against third parties.

The Company is also involved in various other legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's consolidated financial position or results of operations.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (AMOUNTS IN THOUSANDS, UNLESS OTHERWISE NOTED)

The following Management's Discussion and Analysis of Financial Condition
and Results of Operations, and the discussion of Market Risk in Item 3 below,
contains certain forward-looking statements regarding our future financial
condition and results of operations and our business operations. The words
"may," "intend," "will," "expect," "anticipate," "objective," "projection,"
"forecast," "plan," "management believes," "estimate," "continue," "should,"
"strategy" or "position" or the negatives of those terms or other variations of
them or by comparable terminology are intended to identify forward-looking
statements. We have based these statements on our current expectations about
future events. Although we believe that our expectations reflected in or
suggested by our forward-looking statements are reasonable, we cannot assure you
that these expectations will be achieved. Our actual results may differ
materially from what we currently expect. Important factors which could cause
our actual results to differ materially from the forward-looking statements
include, without limitation, integration of the operations of AVEX Electronics,
Inc. and Kilbride Holdings B.V. (AVEX); incurrence of operating losses at AVEX;
the resolution of the pending legal proceedings; the loss of one or more of our
major customers; changes in our customer concentration; the absence of long-term
sales contracts with our customers; our dependence on the growth of the
enterprise computer, telecommunications, medical device, industrial control,
testing and instrumentation, networking/servers and high-end
video/audio/entertainment industries; risks associated with international
operations; the availability and cost of customer specified components; our
dependence on certain key executives; the effects of domestic and foreign
environmental laws; fluctuations in our quarterly results of operation; the
volatility of the price of our common stock; and competition from other
providers of electronics manufacturing services. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual outcomes may vary materially from those indicated.

The following discussion should be read in conjunction with the unaudited
financial statements of the Company included elsewhere in this report.

GENERAL

We are a leading provider of electronics manufacturing services
(EMS) to original equipment manufacturers (OEMs) in the telecommunication,
enterprise computer and peripherals, high-end video/audio/entertainment,
industrial control, testing and instrumentation, computer and medical markets.
We have 14 facilities in 8 countries. We offer OEMs a turnkey EMS solution, from
initial product design to volume production and direct order fulfillment. We
provide advanced engineering services including product design, printed circuit
board (PCB) layout, quick-turn prototyping and test development. We believe that
we have developed strengths in the manufacturing process for large, complex,
high-density assemblies as well as having the ability to manufacture high and
low volume products in lower cost regions such as Latin America, Eastern Europe
and Southeast Asia. As OEM's expand internationally, they are increasingly
requiring their EMS providers to have strategic regional locations and global
procurement abilities. We believe a

global manufacturing solution increases our ability to be responsive to our
customers' needs by providing accelerated time-to-market and time-to-volume
production of high quality products. These enhanced capabilities should enable
us to build stronger strategic relationships with our customers and to become a
more integral part of their operations.

Substantially all of our manufacturing services are provided on a
turnkey basis, whereby we purchase customer-specified components from our
suppliers, assemble the components on finished PCBs, perform post-production
testing and provide our customer with production process and testing
documentation. We offer our customers flexible, "just-in-time" delivery programs
allowing product shipments to be closely coordinated with our customers'
inventory requirements. In certain instances, we complete the assembly of our
customers' products at our facilities by integrating printed circuit board
assemblies into other elements of our customers' products. We also provide
manufacturing services on a consignment basis, whereby we, utilizing components
provided by the customer, provide only assembly and post-production testing
services. We currently operate a total of 49 surface mount production lines at
our domestic facilities in Angleton, Texas; Beaverton, Oregon; Hudson, New
Hampshire; Huntsville, Alabama; Pulaski, Tennessee; and Winona, Minnesota; and
32 surface mount production lines at our international facilities in Cork and
Dublin, Ireland; Campinas, Brazil; Csongrad, Hungary; Guadalajara, Mexico;
Singapore; East Kilbride, Scotland; and Katrineholm, Sweden.

Sales are recognized at the time products are shipped to customers and may
vary depending on the timing of customers' orders, product mix and availability
of component parts. Substantially all of our business is performed on a turnkey
basis, which involves the procurement of component parts. The gross profit
margin for such materials is generally lower than the gross profit associated
with the manufacturing process and other value-added services.

We do not typically obtain long-term purchase orders or commitments from
our customers. Instead we work with our customers to develop forecasts for
future orders, which are not binding. Customers may cancel their orders, change
their orders, change production quantities from forecast volumes or delay
production for a number of reasons beyond our control. Cancellations, reductions
or delays by a significant customer or by a group of customers would have an
adverse effect on us. In addition, as many of our costs and operating expenses
are relatively fixed, a reduction in customer demand can adversely affect our
gross margins and operating income.

A substantial percentage of our sales have been made to a relatively small
number of customers, and the loss of a major customer would adversely affect us.
During the three months ended March 31, 2000, our two largest customers each
represented in excess of 10% of our sales and together represented 29% of the
Company's sales. We expect to continue to depend on the sales from our largest
customers and any material delay, cancellation or reduction of orders from these
or other significant customers would have a material adverse effect on our
results of operations. We are dependent on the continued growth, viability and
financial stability of our customers, some of which operate in industries that
are, to a varying extent, subject to technological change, vigorous competition
and short product life cycles. When our customers are adversely affected by
these factors, we may be similarly affected.

We have made three significant acquisitions in the last two years, and a
total of four significant acquisitions since 1996. In addition, we may acquire
the stock or assets of other companies in the future. The integration of
acquired operations requires substantial management, financial and other
resources and involves a number of risks and challenges, including:

o Potential loss of key employees or customers of the acquired companies;

o Diversion of management's attention;

o Increased expenses and working capital requirements; and

o Increased exposure to other risks, including the integration of different
information systems.

The difficulties of integrating acquired businesses may be further
complicated by size and geographic distances. Our most recent acquisition
includes international locations in seven countries across Europe, South
America, Asia and Latin America. During the integration process, other parts of
our business could be disrupted and the financial performance of our business
could be adversely affected. Our success is dependent upon our ability to
integrate the AVEX acquisition and other acquisitions we may make in the future,
with our existing operations. Additional expansions or acquisitions would
require investment of financial resources and may require debt or equity
financing which could dilute our shareholders' interest in us. No assurance can
be given that we will consummate any acquisitions in the future, or that any
debt or equity financing required for future acquisitions will be available on
terms acceptable to us.

RECENT ACQUISITIONS

On August 24, 1999, we acquired AVEX from J.M. Huber Corporation (the
Seller). As consideration for the acquisition, the Company paid the Seller
$265.3 million in cash at closing, subject to certain adjustments, including a
working capital adjustment, and issued to the Seller one million shares of the
Company's common stock. The transaction was accounted for under the purchase
method of accounting, and, accordingly, the results of operations of AVEX since
August 24, 1999 have been included in the Company's financial statements. The
acquisition resulted in goodwill of approximately $131.1 million, which is being
amortized on a straight line basis over 15 years. In order to finance the AVEX
acquisition, the Company (i) obtained a term loan from a syndicate of commercial
banks in the amount of $100 million, (ii) obtained a new revolving credit
facility permitting draws of up to $125 million, subject to a borrowing base
calculation, and borrowed $46 million under such facility and (iii) issued $80.2
million in convertible subordinated debt. In connection with the AVEX
acquisition, the Company borrowed $30 million under the new revolving credit
facility to refinance the Company's prior Senior Note. Certain disputes have
arisen between the Company and the Seller relating to the AVEX acquisition
resulting in legal proceedings between the parties over certain aspects of the
transaction. See Note 7 of Notes to Condensed Consolidated Financial Statements
and Item 1, Part II of this report.

On March 1, 1999, we acquired certain assets from Stratus, a wholly-owned
subsidiary of Ascend Communications, Inc. (Ascend) for approximately $42.3
million in cash, as adjusted. The acquisition price was allocated $6.1 million
to equipment and other assets, and $36.2 million to inventories. Stratus
provided systems integration services for large and sophisticated fault-tolerant
mainframe computers. In connection with the transaction, the Company entered
into a three-year supply agreement to provide these system integration services
to Ascend and Stratus Holdings Limited and the Company hired approximately 260
employees. See Note 7 of Notes to Condensed Consolidated Financial Statements.

The inclusion of AVEX's operations and the operations of the systems
integration facility in Ireland in the Company's accounts are responsible for a
substantial portion of the variations in the results of the Company's operations
(including components thereof) from period to period. The effects of the
acquisitions of the Stratus assets and AVEX on the Company's financial condition
and its reported results of operations should be considered when reading the
financial information contained herein.

The acquisition of AVEX constitutes a significant expansion of the
Company's operations. Accordingly, the potential effect of the AVEX acquisition
on the Company's future financial condition, liquidity and results of operations
should be considered when reading the historical financial information and
related discussions set forth in the following section.

RESULTS OF OPERATIONS

The following table presents the percentage relationship that certain
items in the Company's Condensed Consolidated Statements of Income bear to sales
for the periods indicated:

THREE MONTHS ENDED
MARCH 31,
---------------------
2000 1999
-------- --------
Sales ................................................ 100.0% 100.0%
Cost of sales ........................................ 93.2 90.0
-------- --------
Gross profit ................................... 6.8 10.0
Selling, general and administrative expense .......... 3.6 3.4
Amortization of goodwill ............................. 0.9 0.6
-------- --------
Income from operations ......................... 2.2 6.0
Interest expense ..................................... (1.6) (0.8)
Other income ......................................... 0.2 0.1
-------- --------
Income before income taxes ..................... 0.9 5.4
Income tax expense ................................... 0.3 2.0
-------- --------
Net income ..................................... 0.6% 3.4%
======== ========

Benchmark has experienced consistent sales growth over the past few years.
The net increase in sales reflects the impact of growth from acquisitions
combined with internal growth resulting from the trend towards outsourcing among
OEMs. Sales for the first quarter of 2000 were approximately $349.2 million, a
138.3% increase from sales of approximately $146.5 million for the same quarter
in 1999. The net increase in sales resulted primarily from the acquisition of
AVEX, ramping up of new programs and increases in sales volume from both
existing and new customers. Sales in the Americas increased $184.0 million
primarily as a result of the AVEX acquisition and demand increases from existing
and new customers. Sales in Europe increased $60.1 million due to the combined
effects of the AVEX acquisition and the operation of the systems integration
facility in Dublin, Ireland. Sales in Asia increased by $9.0 million as the
facility in Asia was an AVEX facility.

The Company's results of operations are dependent upon the success of its
customers, and a prolonged period of reduced demand for its customers' products
would have an adverse effect on the Company's business. During the three months
ended March 31, 2000, the Company's two largest customers each represented in
excess of 10% of our sales and represented 29% of the Company's sales in the
aggregate. The loss of a major customer, if not replaced, would adversely affect
the Company.

Gross profit increased 61.0% to approximately $23.6 million in the first
quarter of 2000 from approximately $14.7 million in the same quarter in 1999 The
increase in gross profit was due primarily to the higher sales volumes
attributable to the AVEX acquisition and also to the operation of the new
systems integration facility in Ireland and changes in product and customer mix
occurring in the ordinary course of business. Gross profit as a percentage of
sales decreased from 10.0% for the first quarter of 1999 to 6.8% for the first
quarter of 2000. The Company's gross margin reflects a number of factors. The
reduction in the gross margin for the first quarter of 2000 as compared to the
first quarter of 1999 is primarily attributable to the inclusion of the AVEX
operations and the presence of underutilized capacity at the AVEX facilities.
Additionally, the level of start up costs and inefficiencies associated with new
programs, product mix, capacity utilization of surface mount and other
equipment, and pricing within the electronics industry affect the Company's
gross margin. The combined effect of these factors, which are continually
changing and are interrelated, make it impracticable to determine with precision
the separate effect of each factor. The Company expects that a number of high
dollar volume programs of AVEX will remain subject to contractual and
competitive restraints on the margin that may be realized from such programs and
that these restraints will exert downward pressure on the Company's margins in
the near future.

We anticipate continued challenges during the second quarter with certain
components. While the full effect of this period of constrained supplies of
components on us is not know at this time, we expect prices for such components
will increase, and that a temporary shortage of certain components may occur. If
such events were to occur, they would have an adverse effect on our results of
operations. At the present time, however, we are unable to predict the extent of
any shortages or price increases or the effect on the Company.

Selling, general and administrative expenses were $12.7 million in the
first quarter of 2000, an increase of 156.2% from $5.0 million for the same
quarter in 1999. Selling, general and administrative expenses as a percentage of
sales increased from 3.4% for the first quarter of 1999 to 3.6% for the first
quarter of 2000. The increase in selling, general and administrative expenses
during the quarter ended March 31, 2000 reflects the additional administrative
expenses resulting from the acquisition of AVEX. Additionally, the increase
reflects the investment in personnel and the incurrence of related corporate and
administrative expenses necessary to support the increased size and complexity
of our business. We anticipate selling, general and administrative expenses will
continue to increase in absolute dollars in the future as we continue to develop
the infrastructure necessary to support our current and prospective business.

The amortization of goodwill for the three-month periods ended March 31,
2000 and 1999 was $3.2 million and $0.9 million, respectively. The increase was
due to the acquisition of AVEX on August 24, 1999.

Interest expense for the three-month periods ended March 31, 2000 and 1999
was $5.6 million and $1.1 million, respectively. The increase was due to the
additional debt incurred in connection with the acquisition of AVEX on August
24, 1999.

Income tax expense of approximately $1.0 million represented an effective
tax rate of 34.3% for the three-month period ended March 31, 2000, compared with
an effective tax rate of 36.4% for the three-month period ended March 31, 1999.
The decrease was due primarily to lower foreign tax rates applicable to a
portion of pretax income in 2000, partially offset by nondeductible amortization
of goodwill.

The Company reported net income of approximately $2.0 million, or diluted
earnings of $0.12 per share for the first quarter of 2000 compared with net
income of approximately $5.0 million, or diluted earnings of $0.40 per share for
the first quarter of 1999. The approximate $3.1 million decrease was a result of
the combined effects of the acquisition of AVEX, the ramping up of new projects
and the increase in interest expense.

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its growth and operations through funds generated
from operations, proceeds from the sale of its securities and funds borrowed
under its credit facilities.

Cash provided by (used in) operating activities was ($48.4) million and
$18.4 million for the three months ended March 31, 2000 and 1999, respectively.
The decrease in cash provided by operations was primarily the result of
decreases in net income and increases in accounts receivable and inventories
partially offset by increases in depreciation and amortization. The Company's
accounts receivables and inventories at March 31, 2000 increased $27.1 million
and $34.8 million, respectively, over their levels at December 31, 1999,
reflecting the Company's increased sales and backlog during the first three
months of 2000, as compared to the corresponding period in the prior year. The
Company expects increases in inventories to support the anticipated growth in
sales. The Company continued and is continuing the practice of purchasing
components only after customer orders are received, which mitigates, but does
not eliminate, the risk of loss on inventories. Supplies of electronic
components and other materials used in operations are subject to industry-wide
shortages. In certain instances, suppliers may allocate available quantities to
the Company.

Cash used in investing activities was $9.8 million and $52.7 million for
the three months ended March 31, 2000 and 1999, respectively. Capital
expenditures of $9.4 million for the three months ended March 31, 2000 were
primarily concentrated in test and manufacturing production equipment.
Capitalized software costs of $0.5 million for the three months ended March 31,
2000, were for the implementation of the Company's new Enterprise Resource
Planning System software. On March 1, 1999, the Company completed the purchase
of inventories and plant and equipment from Stratus for $42.3 million, as
adjusted. See Note 7 of Notes to Condensed Consolidated Financial Statements.

Cash provided by financing activities was $49.4 million and $23.3 million
for the three months ended March 31, 2000 and 1999, respectively. During the
first quarter of 2000, the Company increased borrowings outstanding under the
revolving line of credit by $53.6 million and made principal payments on
long-term debt totaling $4.7 million.

The Company has a $125 million revolving line of credit facility (the
Revolving Credit Facility) with a commercial bank. The Company is entitled to
borrow under the Revolving Credit Facility up to the lesser of $125 million or
the sum of 75% of its eligible accounts receivable, 45% of its eligible
inventories and 50% of its eligible fixed assets. Interest on the Revolving
Credit Facility and the Term Loan is payable quarterly, at the Company's option,
at either the bank's Eurodollar rate plus 1.25% to 2.50% or its prime rate plus
0.00% to 1.00%, based upon the Company's debt ratio as specified in the
agreement. A commitment fee of 0.375% to 0.500% per annum on the unused portion
of the Revolving Credit Facility is payable quarterly in arrears. The Revolving
Credit Facility matures on September 30, 2004. As of March 31, 2000, the Company
had $95.1 million outstanding under the Revolving Credit Facility, bearing
interest at rates ranging from 8.625% to 10.0%, $5.2 million outstanding letters
of credit and $24.7 million was available for future borrowings.

The Company has outstanding $80.2 million principal amount of 6%
Convertible Subordinated Notes (Notes). The indenture relating to the Notes
contains affirmative and negative covenants, including covenants restricting the
Company's ability to merge or engage in certain other extraordinary corporate
transactions unless certain conditions are satisfied. Upon the occurrence of a
change of control of the Company (as defined in the indenture relating to the
Notes), each holder of Notes will have the right to require the Company to
repurchase all or part of the Holder's notes at 100% of the face amount thereof,
plus accrued and unpaid interest. The Notes are convertible into shares of the
Company's common stock at an initial conversion price of $40.20 per share at the
option of the holder at any time prior to maturity, unless previously redeemed
or repurchased. See Note 3 of Notes to Condensed Consolidated Financial
Statements.

The Company's operations, and the operations of businesses it acquires,
are subject to certain foreign, federal, state and local regulatory requirements
relating to environmental, waste management, health and safety matters. The
Company believes it operates in substantial compliance with all applicable
requirements and the Company seeks to ensure that newly acquired businesses
comply or will comply substantially with applicable requirements. However,
material costs and liabilities may arise from these requirements or from new,
modified or more stringent requirements in the future. In addition, past,
current and future operations may give rise to claims of exposure by employees
or the public, or to other claims or liabilities relating to environmental,
waste management or health and safety concerns.

The Company may require additional capital to finance further enhancements
to or acquisitions or expansions of its manufacturing capacity. Management
believes that the level of working capital will continue to grow at a rate
generally consistent with the growth of the Company's operations. Management
continually evaluates potential strategic acquisitions and investments, but at
the present time, we have no understandings, commitments or agreements with
respect to any such acquisition or investment. Although no assurance can be
given that future financing will be available on terms acceptable to the
Company, the Company may seek additional funds from time to time through public
or private debt or equity offerings or through bank borrowings to the extent
permitted by its existing debt agreements.

At March 31, 2000, the Company's debt to total capitalization ratio was
49%, as compared to 44% at December 31, 1999. Our acquisitions in 1999 have
significantly increased our leverage ratio and decreased our interest coverage
ratio. The level of indebtedness, among other things, could make it difficult
for us to obtain any necessary financing in the future for other acquisitions,
working capital, capital expenditures, debt service requirements and other
expenses; limit our flexibility in planning for, or reacting to changes in, our
business; and make us more vulnerable in the event of an economic downturn in
our business. Management believes that existing cash balances, funds generated
from operations and borrowings under the Revolving Credit Facility will be
sufficient to permit the Company to meet its liquidity requirements for the
foreseeable future.

Pursuant to the terms of the purchase agreement in connection with the
acquisition of AVEX on August 24, 1999, the Company was required to agree upon a
closing working capital adjustment with the Seller by November 22, 1999. The
Company was unable to reach an agreement with the Seller prior to the November
22, 1999 deadline and has entered into several agreements extending this
deadline. At the present time, the parties still have not reached an agreement
and have hired an independent accounting firm to serve as arbitrator to resolve
the dispute and to calculate the final closing working capital adjustment. The
Company is unable to predict when the arbitrator will be releasing its findings
but estimates that the net closing working capital adjustment will be in the
range of $20 to $40 million. Management has made its best estimate of the
ultimate resolution of this arbitration proceeding. However, the final working
capital adjustment could have a significant effect on the final purchase price
and the allocation of the purchase price. The Company has recorded a current
liability at March 31, 2000 for the estimated amount, and expects to fund any
amount required from operating cash flows and borrowings under the Revolving
Credit Facility.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have exposure to interest rate risk under our variable rate revolving
credit and term loan facilities. These facilities are based on the spread over
the bank's Eurodollar rate or its prime rate. Inflation and changing prices have
not significantly affected our operating results or the markets in which we
perform services.

We currently have an interest rate swap transaction agreement for a
notional amount of $43 million under which we pay a fixed rate of interest
hedging against the variable interest rates charged by the Term Loan facility.
The interest rate swap expires in the year 2003, which coincides with maturity
dates on the Term Loan.

Our international sales are a growing portion of our net sales; we are
exposed to risks associated with operating internationally, including the
following:

o Foreign currency exchange risk;
o Import and export duties, taxes and regulatory changes;
o Inflationary economies or currencies; and
o Economic and political instability.

Historically, we have not held or issued derivative financial instruments.
We do not use derivative financial instruments for speculative purposes. Our
policy is to maintain a hedged position for certain significant transaction
exposures. These exposures are primarily, but not limited to, vendor payments
and inter-company balances in currencies other than the functional currency of
the operating entity. Our international operations in some instances operate in
a natural hedge because both operating expenses and a portion of sales are
denominated in local currency. As of March 31, 2000, we have one foreign
currency hedging contract in place to support expansion of the Dublin, Ireland
facility that expires in December 2000.

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

On October 18, 1999, we announced that our third quarter 1999 earnings
announcement would be delayed and subsequently, on October 22, we announced our
earnings for the third quarter 1999 were below the level of the same periods
during 1998 and were below expectations. Several class action lawsuits were
filed in federal district court in Houston, Texas against Benchmark and two of
its officers and directors alleging violations of the federal securities laws.
The lawsuits seek to recover unspecified damages. We deny the allegations in the
lawsuits, however, and further deny that such allegations provide a basis for
recovery of damages as we believe that we have made all required disclosures on
a timely basis. We intend to vigorously defend against these actions. No
material developments occurred in this proceeding during the period covered by
this report.

Pursuant to the terms of the Amended and Restated Stock Purchase Agreement
dated August 12, 1999 whereby Benchmark acquired all of the stock of AVEX and
Kilbride Holdings B.V from J.M. Huber Corporation (Seller), Benchmark was
required to agree upon a closing working capital adjustment with the Seller by
November 22, 1999. We were unable to reach an agreement with the Seller prior to
the November 22,1999 deadline and entered into several agreements extending this
deadline. At the present time, the parties still have not reached an agreement
and have hired an independent accounting firm to serve as arbitrator to resolve
the dispute and to calculate the final closing working capital adjustment. The
parties completed the presentation of information to the arbitrator during the
first quarter of 2000 and are awaiting a decision. Management is unable to
predict when the arbitrator will be releasing its findings but estimates that
the net closing working capital adjustment will be in the range of $20 to $40
million. Management has made its best estimate of the ultimate resolution of
this arbitration proceeding. However, the final working capital adjustment could
have a significant effect on the final purchase price and the allocation of the
purchase price.

Benchmark filed suit against Seller in the United States District Court
for the Southern District of Texas for breach of contract, fraud and negligent
misrepresentation on December 14, 1999 and is seeking an unspecified amount of
damages in connection with the contract. On January 5, 2000, Seller filed suit
in the United States District Court for the Southern District of New York
alleging that Benchmark failed to comply with certain obligations under the
contract requiring Benchmark to register shares of its common stock issued to
Seller as partial consideration for the acquisition. Seller's suit has been
consolidated with Benchmark's suit in the United States District Court for the
Southern District of Texas. Management intends to vigorously pursue its claims
against Seller and defend against Seller's allegations. No material developments
occurred in this proceeding during the period covered by this report.

Subsequent to the end of the period covered by this report, the Company,
along with numerous other companies, was named as a defendant in a lawsuit
brought by the Lemelson Medical, Education & Research Foundation (the
Foundation). The lawsuit, which has not been formally served on the Company,
alleges that the Company has infringed certain of the Foundation's patents
relating to machine vision and bar code technology utilized in machines the
Company has purchased. The Company has been in contact with representatives of
the Foundation, and is currently investigating the nature of the Foundation's
claims, the Company's potential defenses and any indemnity or similar rights the
Company may have against manufacturers of the machines or other third parties.
The Company's investigation of these matters is not complete. If the
Foundation's complaint is served on the Company, the Company intends to
vigorously defend against such claim and pursue all rights it has against third
parties.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

27.1 Financial Data Schedule.

(b) Reports on Form 8-K.

Benchmark Electronics, Inc.'s Current Report on Form 8-K dated April
7, 2000 and filed on April 7, 2000.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on May 15, 2000.

BENCHMARK ELECTRONICS, INC.
(Registrant)

By: /S/ DONALD E. NIGBOR
Donald E. Nigbor
President
(Principal Executive Officer)

By: /S/ CARY T. FU
Cary T. Fu
Executive Vice President
(Principal Financial Officer)

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
27.1 Financial Data Schedule.