REPORT OF THE AUDIT COMMITTEE


The  following  Report of the Audit  Committee  does not  constitute  soliciting
material and should not be deemed filed or  incorporated  by reference  into any
other Company  filing under the  Securities  Act of 1933 or the  Securities  and
Exchange  Act of  1934,  except  to the  extent  that the  Company  specifically
requests that the information be treated as soliciting  material or specifically
incorporates this report by reference therein.

During 2000,  the Audit  Committee of the Board of Directors  developed an Audit
Committee  Charter for (the 'Charter'),  which was approved by the full Board on
March 27, 2000. During 2001, the Board of Directors  re-examined the Charter, as
well as the composition of the Audit  Committee,  in light of applicable law and
the adoption by the New York Stock Exchange  ('NYSE') of rules  governing  audit
committees.  Based upon this  examination,  the Board confirmed that the Charter
met all  requirements  of applicable laws and the NYSE rules and that members of
the Audit Committee are  'independent'  and  'financially  literate'  within the
meaning of the NYSE's rules as  interpreted  by the Board and within the meaning
of the Company's Audit Committee  Charter.  In addition,  the required number of
Audit Committee members have accounting and financial management experience,  as
the Board  interprets those terms in its business  judgment.  In accordance with
its Charter, the Audit Committee reports as follows:

     (i) Management has reviewed the audited financial statements with the Audit
     Committee,  including  a  discussion  of  the  quality  of  the  accounting
     principles  applied  and  significant  judgments  affecting  the  Company's
     financial statements;

     (ii) the independent  outside  auditors have discussed the matters required
     by SAS-61 with the Audit Committee including the outside auditor's judgment
     of the quality of those  principles as applied and judgments  referenced in
     (i) above under the circumstances;

     (iii) the members of the Audit Committee have discussed amongst themselves,
     without  management  or  the  outside  auditor  present,   the  information
     disclosed to the Audit Committee and described in (i) and (ii) above; and

     (iv) the  Audit  Committee,  in  reliance  on the  review  and  discussions
     conducted with management and the outside auditor  pursuant to (i) and (ii)
     above, believe that the Company's financial statements are fairly presented
     in conformity with generally accepted accounting principles in all material
     respects.

Audit Committee Members

      Peter J. Tanous (Chairman)
      T. Wayne Davis
      John R. Kennedy
      William M. Isaac