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 001-12367
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MIDWAY GAMES INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)

Delaware 22-2906244
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)

3401 North California Ave., Chicago, IL 60618
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (773) 961-2222
-----------------------------

N/A
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.

Indicate by |X| 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
----- -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 37,707,803 shares of common
stock, $.01 par value, were outstanding at April 28, 2000 after deducting
1,178,500 shares held as treasury shares.

MIDWAY GAMES INC.

INDEX

PAGE NO
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PART I. FINANCIAL INFORMATION:

ITEM 1. Financial Statements:
Condensed Consolidated Statements of Income -
Three and nine months ended March 31, 2000 and 1999.................. 2

Condensed Consolidated Balance Sheets -
March 31, 2000 and June 30, 1999..................................... 3-4

Condensed Consolidated Statements of Cash Flows -
Nine months ended March 31, 2000 and 1999............................ 5

Notes to Condensed Consolidated Financial Statements................. 6

ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................ 7-9

ITEM 3. Quantitative and Qualitative Disclosures
About Market Risk.................................................... 10

PART II. OTHER INFORMATION:

ITEM 1. Legal Proceedings.................................................... 10

ITEM 4. Submission of Matters to a Vote of Security-Holders.................. 10

ITEM 6. Exhibits and Reports on Form 8-K..................................... 10-11

SIGNATURE ..................................................................... 12

PART I
FINANCIAL INFORMATION:

MIDWAY GAMES INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

Three months ended Nine months ended
March 31, March 31,
---------------------- ----------------------
2000 1999 2000 1999
--------- --------- --------- ---------

REVENUES
Home video ....................................... $ 26,902 $ 39,870 $ 221,512 $ 198,672
Coin-operated video .............................. 28,043 40,460 87,629 96,658
--------- --------- --------- ---------
Total revenues ....................................... 54,945 80,330 309,141 295,330

COST OF SALES
Home video ....................................... 17,375 19,978 97,953 92,934
Coin-operated video .............................. 19,607 27,926 59,012 60,760
--------- --------- --------- ---------
Total cost of sales .................................. 36,982 47,904 156,965 153,694
--------- --------- --------- ---------
Gross profit ......................................... 17,963 32,426 152,176 141,636

Research and development expense ..................... 18,110 17,210 62,309 55,416
Selling expense ...................................... 13,867 8,909 45,264 37,311
Administrative expense ............................... 4,985 4,891 16,445 15,002
--------- --------- --------- ---------
Operating (loss) income .............................. (18,999) 1,416 28,158 33,907

Interest and other, net .............................. 712 387 1,753 1,077
--------- --------- --------- ---------
(Loss) income before tax ............................. (18,287) 1,803 29,911 34,984
Credit (provision) for income taxes .................. 6,806 (747) (11,217) (13,431)
--------- --------- --------- ---------
Net (loss) income .................................... $ (11,481) $ 1,056 $ 18,694 $ 21,553
========= ========= ========= =========

Net (loss) income per common share - basic and diluted $ (0.30) $ 0.03 $ 0.49 $ 0.58
========= ========= ========= =========

Weighted average common shares outstanding ........... 37,783 37,546 37,922 37,446
========= ========= ========= =========

See notes to condensed consolidated financial statements.

2
4

MIDWAY GAMES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(THOUSANDS OF DOLLARS)
(UNAUDITED)

March 31, June 30,
2000 1999
--------- ---------

ASSETS
- ------

CURRENT ASSETS:
Cash and cash equivalents ............................................ $ 51,328 $ 51,546

Receivables, less allowances of $8,590 and $4,954 .................... 53,331 46,244
Inventories, at lower of cost (Fifo) or market:
Raw materials and work in progress ................................ 9,569 9,437
Finished goods .................................................... 33,734 22,841
--------- ---------
43,303 32,278
Prepaid income taxes ................................................. 2,772 7,272
Deferred income taxes ................................................ 6,882 9,132
Other current assets ................................................. 13,331 10,757
--------- ---------
Total current assets .............................................. 170,947 157,229

Property and equipment .................................................... 33,828 26,637
Less: accumulated depreciation ........................................... (18,065) (16,409)
--------- ---------
15,763 10,228

Excess of purchase cost over amount assigned to net assets acquired, net of
accumulated amortization of $15,635 and $12,693 ...................... 38,365 41,307
Other assets .............................................................. 10,205 10,495
--------- ---------
$ 235,280 $ 219,259
========= =========

See notes to condensed consolidated financial statements.

3
5

MIDWAY GAMES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(THOUSANDS OF DOLLARS)
(UNAUDITED)

March 31, June 30,
2000 1999
--------- ---------

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------

CURRENT LIABILITIES:
Accounts payable ........................................................ $ 18,625 $ 13,457
Accrued compensation and related benefits ............................... 6,865 5,601
Accrued litigation settlement ........................................... - 8,500
Accrued royalties ....................................................... 5,889 2,210
Other accrued liabilities ............................................... 9,163 7,422
--------- ---------
Total current liabilities ............................................ 40,542 37,190

Deferred income taxes ........................................................ 3,937 4,493

STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 5,000,000 shares authorized, none issued - -
Common stock, $.01 par value, 100,000,000 shares authorized, 38,884,803
and 38,750,000 shares issued ......................................... 388 388
Additional paid-in capital .............................................. 97,658 96,407
Retained earnings ....................................................... 108,858 90,164
--------- ---------
206,904 186,959
Treasury stock, at cost (1,178,500 and 713,000 shares) .................. (16,103) (9,383)
--------- ---------
Total stockholders' equity ........................................... 190,801 177,576
--------- ---------
$ 235,280 $ 219,259
========= =========

See notes to condensed consolidated financial statements.

4
6

MIDWAY GAMES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(THOUSANDS OF DOLLARS)
(UNAUDITED)

Nine months ended
March 31,
--------------------
2000 1999
-------- --------

OPERATING ACTIVITIES:
Net income ............................................................... $ 18,694 $ 21,553
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization ..................................... 7,002 8,340
Receivables provision ............................................. 15,838 11,851
Deferred income taxes ............................................. 1,694 (781)
Tax benefit from exercise of common stock options ................. 380 -
Decrease resulting from changes in operating assets and liabilities (30,072) (17,053)
-------- --------
Net cash provided by operating activities ................................ 13,536 23,910

INVESTING ACTIVITIES:
Purchase of property and equipment ....................................... (7,905) (3,843)
Net change in short-term investments ..................................... - 12,000
-------- --------
Net cash provided (used) by investing activities ......................... (7,905) 8,157

FINANCING ACTIVITIES:
Proceeds from the sale of common stock ................................... - 6,000
Cash received on exercise of stock options ............................... 871 -
Purchase of treasury stock ............................................... (6,720) (12,848)
-------- --------
Net cash (used) by financing activities .................................. (5,849) (6,848)
-------- --------
(Decrease) increase in cash and cash equivalents ......................... (218) 25,219
Cash and cash equivalents at beginning of period ......................... 51,546 26,136
-------- --------
Cash and cash equivalents at end of period ............................... $ 51,328 $ 51,355
======== ========

See notes to condensed consolidated financial statements.

5
7

MIDWAY GAMES INC.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information, the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included. Due to the seasonality of the Company's business, operating
results for the quarter and nine months ended March 31, 2000 are not
necessarily indicative of the results that may be expected for the
fiscal year ending June 30, 2000. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended June 30, 1999.

2. EARNINGS PER SHARE
At March 31, 2000, options were outstanding for 6,058,829 shares of
common stock. The incremental share effect of those options were not
utilized in the calculation of net loss per share for the three months
ended March 31, 2000. The net income per share calculation for the nine
months ended March 31, 2000 did not utilize the average incremental
shares of 583,000 for the three quarters ended March 31, 2000 because
they had no effect on rounded earnings per share. Accordingly, the
weighted average common shares outstanding for the nine-month period
were used.

6
8

MIDWAY GAMES INC.

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

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

This quarterly report on Form 10-Q contains certain forward looking statements
concerning future business conditions and the outlook for the Company based on
currently available information that involve risks and uncertainties. The
Company's actual results could differ materially from those anticipated in the
forward looking statements as a result of certain risks and uncertainties,
including, without limitation, the financial strength of the amusement games
industry, dependence on new product introductions and the ability to maintain
the scheduling of such introductions, technological changes, dependence on
dedicated platform manufacturers and other risks more fully described under
"Business - Risk Factors" in the Company's Annual Report on Form 10-K.

FINANCIAL CONDITION

During the nine months ended March 31, 2000 cash used by operating, investing
and financing activities was $218,000 compared with cash provided of $25,219,000
in the nine months ended March 31, 1999.

Cash provided by operating activities before changes in operating assets and
liabilities was $43,608,000 in the nine months ended March 31, 2000 compared to
$40,963,000 in the nine months ended March 31, 1999.

The changes in the operating assets and liabilities, as shown in the condensed
statements of cash flows on page 5, resulted in a cash outflow of $30,072,000 in
the nine months ended March 31, 2000, compared with a cash outflow of
$17,053,000 in the nine months ended March 31, 1999. The outflows were primarily
due to the increase in receivables and inventories in both periods from their
comparable balances at the respective June 30 year ends.

Cash used for the purchase of property and equipment during the nine months
ended March 31, 2000 was $7,905,000 compared with $3,843,000 for the nine months
ended March 31, 1999.

During the nine months ended March 31, 2000 and 1999, $6,720,000 and
$12,848,000, respectively, of cash was used to acquire 465,500 and 984,800
shares, respectively, of the Company's common stock held in the treasury. The
Board of Directors authorized the purchase of up to two million shares of which
1,928,500 had been purchased as of March 31, 2000. During the nine months ended
March 31, 2000 the Company received $871,000 for the issuance of 134,803 common
shares from the exercise of common stock options. During the nine months ended
March 31, 1999, $6,000,000 of proceeds was received from the sale of 750,000
shares of common stock under an employee stock incentive plan which were from
treasury shares.

The home video game business is highly seasonal and significant working capital
is required to finance high levels of inventories and accounts receivable during
certain months of the fiscal year. In addition, certain platform manufacturers
that manufacture home video games for the Company require letters of credit for
the full purchase price at the time a purchase order is accepted.

The Company has established a line of credit for $50,000,000 and an additional
letter of credit line of up to $30,000,000. The revolving credit agreement
extends to October 31, 2000 and contains usual bank line of credit terms. There
were no borrowings under the credit line at March 31, 2000 and $1,227,552 of
letters of credit were outstanding. Management believes that cash and cash
equivalents, cash flow from operations and amounts available under the line of
credit will be adequate to fund the anticipated levels of inventories and
accounts receivable required in the operation of the business and the Company's
other presently anticipated needs including any purchase of shares of the
Company's common stock.

7
9

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2000 COMPARED WITH
THREE MONTHS ENDED MARCH 31, 1999

Revenues decreased $25,385,000 from $80,330,000 in the quarter ended March 31,
1999 to $54,945,000 in the quarter ended March 31, 2000.

Home video game revenues decreased 33% to $26,902,000 in the March 31, 2000
quarter compared to $39,870,000 in the prior year period. Unit sales decreased
12% and average unit sales price decreased 23%. The Company believes that these
decreases are primarily due to deteriorating home console market conditions and
the player acceptance of the products offered compared to other available
products.

During the fiscal 2000 third quarter the Company released five new home video
games on three platforms. New products shipped included three games for Sony
PlayStation, one game for Nintendo 64 and one game for Color Gameboy. Midway's
best selling home video games during the quarter were Hydro Thunder and Gauntlet
Legends.

Coin-operated video game revenues decreased 31% to $28,043,000 in the March 31,
2000 quarter compared to $40,460,000 in the prior year period. The Company
believes that the decrease in coin-op revenue was the result of weak industry
market conditions and the market acceptance of Midway's products offered in the
fiscal 2000 third quarter compared with the prior year's offerings. The current
year third quarter included sales of Cruis'n Exotica, Skins Game and Gauntlet:
Dark Legacy. The third quarter of the prior fiscal year included sales of NBA
Showtime: the NBA on NBC as well as Hydro Thunder, which was one of the
top-selling coin-op games of 1999.

Gross profit decreased to $17,963,000 (32.7% of revenues) in the quarter ended
March 31, 2000 from $32,426,000 (40.3% of revenues) in the quarter ended March
31, 1999. The decrease in gross profit was primarily due to the decrease in
revenues and lower gross profit margins on home video revenues. Home video game
gross profit decreased to 35.4% of revenues in the quarter ended March 31, 2000
compared to 49.9% in the prior year third quarter because of the decline in unit
sales price of home video games when unit costs did not decline.

Research and development expenses increased $900,000 from $17,210,000 (21.4% of
revenues) in the quarter ended March 31, 1999 to $18,110,000 (33% of revenues)
in the quarter ended March 31, 2000. The increased research and development
expense is primarily due to the development of additional home video games for
the new platforms being introduced in the future by the platform manufacturers.

Selling expense increased $4,958,000 from $8,909,000 (11.1% of revenues) in the
quarter ended March 31, 1999 to $13,867,000 (25.2% of revenues) in the quarter
ended March 31, 2000. The increase in selling expense was primarily from a
higher level of advertising dollars expended based on an expected sales volume
higher than the sales volume actually experienced. The increase in selling
expense was also in part due to an increase in the marketing staff.

Administrative expense increased $94,000 from $4,891,000 (6.1% of revenues) in
the quarter ended March 31, 1999 to $4,985,000 (9.1% of revenues) in the quarter
ended March 31, 2000.

Operating (loss) income in the quarter ended March 31, 2000 decreased from
income of $1,416,000 in the quarter ended March 31, 1999 to an operating loss of
$18,999,000 in the quarter ended March 31,2000. The decrease results primarily
from lower revenues coupled with a lower gross profit percentage and increased
selling and research and development expense.

Net loss was $11,481,000, $0.30 per share, in the quarter ended March 31, 2000,
compared with net income of $1,056,000, $0.03 per share, in the prior year
period.

8
10

NINE MONTHS ENDED MARCH 31, 2000 COMPARED WITH
NINE MONTHS ENDED MARCH 31, 1999

Revenues increased $13,811,000 from $295,330,000 in the nine months ended March
31, 1999 to $309,141,000 in the nine months ended March 31, 2000.

Home video game revenues increased to $221,512,000 in the March 31, 2000
nine-month period from $198,672,000 in the prior year period. Revenues for the
March 31, 2000 nine-month period included $59,890,000 from the sale of video
games for the Sega Dreamcast platform introduced in the United States by Sega in
September 1999. The increase in home video game revenues is due to the sale of
Sega Dreamcast video games and higher sales of Sony Playstation home video
games, partly offset by lower sales of Nintendo 64, when compared to sales in
the March 1999 nine-month period.

During the March 31, 2000 nine-month period, the Company released twenty-five
new home video game products on four platforms. New products shipped included
six for Nintendo 64, seven for Sony Playstation, seven for Color Game Boy and
five for Sega Dreamcast. Midway's best selling video games during the nine-month
period were NFL Blitz 2000, Ready 2 Rumble Boxing, Hydro Thunder, NBA Showtime,
Gauntlet Legends, Mortal Kombat Gold and Paperboy.

Coin-operated video game revenues in the March 31, 2000 nine-month period
decreased to $87,629,000 compared to $96,658,000 in the prior year nine-month
period. The decrease was due to weak market conditions and lower market
acceptance of the Company's coin-operated product offerings. The current
nine-month period included initial sales of NFL Blitz 2000 Gold, San Francisco
Rush 2049, Off Road Thunder and Touchmaster Infinity, Cruisi'n Exotica, Skins
Game, Gauntlet: Dark Legacy and continuing sales of Hydro Thunder, Road Burners
and Touchmaster.

Gross profit increased to $152,176,000 (49.2% of revenues) in the nine months
ended March 31, 2000 from $141,636,000 (48% of revenues) in the nine months
ended March 31, 1999. The increase in gross profit was primarily due to the
increase in home video game revenues. Home video game gross profit increased to
55.8% of revenues in the nine months ended March 31, 2000 compared to 53.2% in
the prior year nine-month period due to an increase in sales of disc-based units
which carry a higher gross profit percentage. Lower home video games unit
selling prices precipitated by unsettled market conditions in the later part of
the nine-month period ended March 31, 2000 decreased the growth in gross profit.
Coin-operated video game gross profit for the March 31, 1999 nine-month period
included a $4,225,000 cost reduction due to a net recovery relating to previous
years purchased parts overcharges from certain coin-operated game suppliers.

Research and development expense increased $6,893,000 from $55,416,000 (18.8% of
revenues) in the nine months ended March 31, 1999 to $62,309,000 (20.2% of
revenues) in the nine months ended March 31, 2000.

Selling expense increased $7,953,000 from $37,311,000 (12.6% of revenues) in the
nine months ended March 31, 1999 to $45,264,000 (14.6% of revenues) in the nine
months ended March 31, 2000. The increase in selling expense was primarily from
a higher level of advertising dollars expended based on an expected sales volume
higher than the sales volume actually experienced. The increase in selling
expense was also in part due to an increase in the marketing staff.

Administrative expense increased $1,443,000 from $15,002,000 (5.1% of revenues)
in the nine months ended March 31, 1999 to $16,445,000 (5.3% of revenues) in the
nine months ended March 31, 2000.

Operating income in the nine months ended March 31, 2000 decreased $5,749,000
from $33,907,000 (11.5% of revenues) in the nine months ended March 31, 1999 to
$28,158,000 (9.1% of revenues) in the nine months ended March 31, 2000. The
decrease results primarily from higher research and development expense coupled
with higher selling expense as discussed above. Operating income for the nine
months ended March 31, 1999 was increased by $4,225,000 (1.4% of revenues) from
the coin-operated games net recovery described above.

Net income was $18,694,000, $0.49 per share, in the nine months ended March 31,
2000, compared with net income of $21,553,000, $0.58 per share, in the prior
year period. Net income for the March 31, 1999 nine-month period includes a
benefit of $2,620,000, $0.07 per share, on an after tax basis, from the net
recovery described above.

9
11

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable

PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information concerning the wrongful death action brought against us and
other companies entitled James, et al. v. Meow Media, et al. as set forth in
"Item 3. Legal Proceedings" in our Annual Report on Form 10-K for the year ended
June 30, 1999 is herein incorporated by this reference. By order entered April
6, 2000, the case was dismissed against all defendants.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

We held our Annual Meeting of Stockholders on January 25, 2000. The matters
submitted to a stockholder vote were:

1) the election of four Class II directors to the Board of Directors; and

2) the ratification of the appointment of Ernst & Young LLP as independent
auditors for the 2000 fiscal year.

The voting results were as follows:

1) Our stockholders re-elected each of the four incumbent Class II directors, as
follows:

Nominee For Withheld
------- --- --------

Kenneth J. Fednesa 35,396,493 749,449
William E. McKenna 35,476,745 669,197
Harvey Reich 35,479,215 666,727
Ira S. Scheinfeld 35,002,744 1,143,198

2) Stockholders voted 36,083,050 shares (99.8% of the shares represented at the
meeting) in favor of the ratification of the appointment of Ernst & Young LLP as
independent auditors for the 2000 fiscal year; 40,329 shares (0.2% of the shares
represented at the meeting) voted against approval, and 22,563 shares (less than
0.1% of the shares represented at the meeting) abstained from voting or were
unmarked and not voted.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

3.1 Amended and Restated Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.1 to the S-1 Registration
Statement.

3.2 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of the Registrant, incorporated by reference to Exhibit
2 to the Registrant's Registration Statement on Form 8-A/A, Amendment
No. 1, filed on April 20, 1998 (the "8-A Registration Statement").

10
12

3.3 Form of Certificate of Designations of Series A Preferred Stock
(included as Exhibit A to Exhibit 2.1 hereof), incorporated by
reference to Exhibit 2.2 to the Registrant's Registration Statement on
Form S-1, File No. 333-11919, filed on September 13, 1996 (the "S-1
Registration Statement").

3.4 Amended and Restated By-laws of the Registrant, incorporated by
reference to Exhibit 3 to the 8-A Registration Statement.

10.1 Amendments dated November 5, 1999 to the Employment agreement between
the registrant and Neil D. Nicastro Dated as of July 1,1996

10.2 Employment agreement between the registrant and Michael A. Ribero

27 Financial Data Schedule

(b) Reports on Form 8-K
None

11
13

SIGNATURE

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.

MIDWAY GAMES INC.
(Registrant)

Dated: May 10, 2000 By: /s/ Harold H. Bach, Jr.
----------------------------
Harold H. Bach, Jr.
Executive Vice President-Finance
Principal Financial and
Chief Accounting Officer

12
14

EXHIBIT INDEX

No. Description
--- -----------

3.1 Amended and Restated Certificate of Incorporation of
the Registrant, incorporated by reference to Exhibit
3.1 to the S-1 Registration Statement.

3.2 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 2 to the
Registrant's Registration Statement on Form 8-A/A,
Amendment No. 1, filed on April 20, 1998 (the "8-A
Registration Statement").

3.3 Form of Certificate of Designations of Series A
Preferred Stock (included as Exhibit A to Exhibit 2.1
hereof), incorporated by reference to Exhibit 2.2 to
the Registrant's Registration Statement on Form S-1,
File No. 333-11919, filed on September 13, 1996 (the
"S-1 Registration Statement").

3.4 Amended and Restated By-laws of the Registrant,
incorporated by reference to Exhibit 3 to the 8-A
Registration Statement.

10.1 Amendment to the Employment agreement between the
registrant and Neil D. Nicastro Dated as of July 1,
1996

10.2 Employment agreement between the registrant and
Michael A. Ribero

27 Financial Data Schedule