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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
1934

For quarterly period ended May 05, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from to

Commission File Number: 0-02788

THE ELDER-BEERMAN STORES CORP.
(Exact name of registrant as specified in its charter)

OHIO 31-0271980
(State or other jurisdiction (I.R.S. employer
of incorporation or identification no.)
organization)
3155 EL-BEE ROAD, DAYTON, OHIO 45439
(Address of principal (Zip Code)
executive offices)

(937) 296-2700
(Registrant's telephone number, including area code)

NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report)
---------------

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of the issuer's classes of common
stock, as of the latest practicable date.

As of June 2, 2001, 11,416,515 shares of the issuer's common stock, without
par value, were outstanding.

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2

THE ELDER-BEERMAN STORES CORP.

INDEX

PAGE
----

PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets as of May 5, 2001
(Unaudited) and as of February 3, 2001...................... 1
Condensed Consolidated Statements of Operations for the 13
weeks ended May 5, 2001 and April 29, 2000 (Unaudited)...... 2
Condensed Consolidated Statements of Cash Flows for the 13
weeks ended May 5, 2001 and April 29, 2000 (Unaudited)...... 3
Notes to Condensed Consolidated Financial Statements
(Unaudited)................................................. 4
ITEM 2. Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations............... 6
ITEM 3. Quantitative and Qualitative Disclosures About Market
Risk........................................................ 7
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings........................................... 9
ITEM 2. Changes in Securities and Use of Proceeds................... 9
ITEM 3. Defaults Upon Senior Securities............................. 9
ITEM 4. Submission of Matters to a Vote of Security Holders......... 9
ITEM 5. Other Information........................................... 9
ITEM 6. Exhibits and Reports on Form 8-K............................ 9
SIGNATURES............................................................. 11
EXHIBIT INDEX.......................................................... 12

PART I. -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

(UNAUDITED)
MAY 5, 2001 FEB. 3, 2001
----------- ------------

ASSETS
Current assets:
Cash and equivalents...................................... $ 8,687 $ 7,878
Customer accounts receivable (less allowance for doubtful
accounts: May 5, 2001 -- $2,743; February 3,
2001 -- $2,478)........................................ 129,199 135,794
Merchandise inventories................................... 164,891 154,153
Other current assets...................................... 22,573 23,170
-------- --------
Total current assets.............................. 325,350 320,995
Property, fixtures and equipment, less accumulated
depreciation and amortization............................. 89,126 86,450
Other Assets................................................ 52,144 47,872
-------- --------
Total assets...................................... $466,620 $455,317
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term obligations.................. $ 3,217 $ 1,509
Accounts payable.......................................... 37,881 33,236
Other accrued liabilities................................. 23,116 25,086
-------- --------
Total current liabilities......................... 64,214 59,831
Long-term obligations, less current portion................. 171,371 165,632
Deferred items.............................................. 11,813 7,873
Shareholders' equity:
Common stock, no par, 11,416,515 shares on May 5, 2001 and
11,451,953 shares on February 3, 2001 issued and
outstanding............................................ 241,882 242,049
Unearned compensation -- restricted stock, net............ (307) (455)
Deficit................................................... (19,162) (18,950)
Other comprehensive loss.................................. (3,191) (663)
-------- --------
Total shareholders' equity........................ 219,222 221,981
-------- --------
Total liabilities and shareholders' equity........ $466,620 $455,317
======== ========

See notes to condensed consolidated financial statements.

1
4

THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

13-WEEKS ENDED 13-WEEKS ENDED
MAY 5, 2001 APR. 29, 2000
-------------- --------------

Revenues:
Net sales................................................. $ 139,494 $ 141,582
Financing................................................. 7,149 6,770
Other..................................................... 704 753
----------- -----------
Total revenues.................................... 147,347 149,105
----------- -----------
Costs and expenses:
Cost of merchandise sold, occupancy, and buying
expenses............................................... 99,105 101,458
Selling, general, administrative, and other expenses...... 40,543 46,082
Depreciation and amortization............................. 4,693 3,705
Interest expense.......................................... 3,337 2,659
----------- -----------
Total costs and expenses.......................... 147,678 153,904
----------- -----------
Loss before income tax benefit.............................. (331) (4,799)
Income tax benefit.......................................... (119) (1,728)
----------- -----------
Net loss.................................................... $ (212) $ (3,071)
=========== ===========
Loss per common share -- basic and diluted.................. $ (0.02) $ (0.21)
Weighted average number of shares outstanding............... 11,314,851 14,653,934

See notes to condensed consolidated financial statements.

2
5

THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS)
(UNAUDITED)

13-WEEKS ENDED 13-WEEKS ENDED
MAY 5, 2001 APR. 29, 2000
-------------- --------------

Cash flows from operating activities:
Net loss.................................................. $ (212) $ (3,071)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization.......................... 4,693 3,705
Changes in assets and liabilities...................... (4,144) (4,492)
------ --------
Net cash provided by (used in) operating
activities...................................... 337 (3,858)
Cash flows from investing activities:
Capital expenditures, net................................. (3,669) (3,133)
------ --------
Net cash used in investing activities............. (3,669) (3,133)
Cash flows from financing activities:
Net payments under asset securitization agreement......... (5,044) (14,541)
Net borrowings under revolving lines of credit............ 9,616 21,753
Payments on long-term obligations......................... (369) (235)
Other..................................................... (62) (6)
------ --------
Net cash provided by financing activities......... 4,141 6,971
------ --------
Increase (decrease) in cash and equivalents................. 809 (20)
Cash and equivalents -- beginning of period................. 7,878 8,276
------ --------
Cash and equivalents -- end of period....................... $8,687 $ 8,256
====== ========
Supplemental cash flow information:
Interest paid............................................. $2,623 $ 2,570
Supplemental non-cash investing and financing activities:
Capital leases............................................ 3,244 --

See notes to condensed consolidated financial statements.

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THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements
include accounts of The Elder-Beerman Stores Corp. and its wholly-owned
subsidiaries (the "Company"). All intercompany transactions and balances have
been eliminated in consolidation. In the opinion of management, the Company
has made all adjustments (primarily consisting of normal recurring accruals)
considered necessary for a fair presentation for all periods presented.

Certain information and footnote disclosures normally included in the
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted. The Company's business is seasonal in nature and the results of
operations for the interim periods are not necessarily indicative of the
results for the full fiscal year. It is suggested these condensed
consolidated financial statements be read in conjunction with the financial
statements and the notes thereto included in the Company's Annual Report on
Form 10-K for the year ended February 3, 2001.

2. PER SHARE AMOUNTS

Basic income (loss) per common share is computed by dividing net income
(loss) by the weighted-average number of common shares outstanding. Stock
options, restricted shares, deferred shares, and warrants outstanding
represent potential common shares and are included in computing diluted
income per share when the effect would be dilutive.

3. STOCK-BASED COMPENSATION

During the first quarter of 2001, a total of 29,000 stock options were
granted at fair market value to designated employees under the Company's
Equity and Performance Incentive Plan (the "Plan"). These options granted
have a maximum term of ten years and vest over five years.

The Plan provides for the issuance of deferred shares to bonus eligible
employees who elect to receive deferred shares in lieu of a portion of their
cash bonus. During the first quarter of 2001, the Company awarded 10,432
deferred shares in lieu of cash bonus. These shares have a deferral period
ending date of February 2, 2004. The Plan also provides for the issuance of
restricted common shares to certain employees and nonemployee directors of
the Company. These shares have a vesting period of three years. There were
38,538 restricted shares awarded under the Plan during the first quarter of
2001. The fair market value of the restricted shares is being amortized over
the three year vesting period.

Nonemployee directors may take all or a portion of their annual base retainer
fee in the form of a discounted stock option. During the first quarter of
2001 a total of 26,666 stock options, with an exercise price of $2.25, were
granted under this plan. These options vest on February 4, 2002.

4. SHAREHOLDERS' EQUITY

The comprehensive loss for the 13 weeks ended May 5, 2001 and April 29, 2000,
was $2.7 million and $3.1 million; respectively. The difference between net
loss and comprehensive loss for the 13 weeks ended May 5, 2001 relates to the
adoption of Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities".

5. DERIVATIVE FINANCIAL INSTRUMENTS

Effective February 4, 2001, the Company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", as amended, which requires
derivatives to be recorded on the balance sheet as assets or liabilities,
measured at fair value. Gains or losses resulting from changes in fair value
of the derivatives are
4
7
THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(UNAUDITED)

recorded either as a separate component of shareholders' equity or in the
statement of operations depending on whether the instruments meet the
criteria for hedge accounting.

The Company utilizes an interest rate swap agreement to effectively establish
long-term fixed rates on borrowings under the Securitization Facility, thus
reducing the impact of interest rate changes on future income. This swap
agreement involves the receipt of variable rate amounts in exchange for fixed
rate interest payments over the life of the agreement. The Company has
determined that its swap agreement meets the criteria for cash flow hedge
accounting. The fair value of the Company's swap agreement was a $2.9 million
liability at February 4, 2001, and a $3.9 million liability at May 5, 2001.
This liability is included in Deferred items on the condensed consolidated
balance sheet. The adjustments to record the initial adoption of SFAS No. 133
and the net change in fair value were recorded, net of income taxes, in other
comprehensive loss. There was no ineffectiveness during the 13 week period
ended May 5, 2001.

6. SEGMENT REPORTING

The following table sets forth financial information by segment, $(000's):

THIRTEEN WEEKS ENDED
-----------------------------
MAY 5, 2001 APRIL 29, 2000
----------- --------------

Department Store

Revenues.................................................. $140,198 $142,335

Operating (loss).......................................... (3,143) (3,578)

Finance Operations

Revenues.................................................. $ 9,161 $ 8,757

Operating profit.......................................... 6,101 6,074

Segment Subtotal

Revenues (1).............................................. $149,359 $151,092

Operating profit (2)...................................... 2,958 2,496

(1) Segment revenues is reconciled to reported revenues as follows:

THIRTEEN WEEKS ENDED
-----------------------------
MAY 5, 2001 APRIL 29, 2000
----------- --------------

Segment revenues............................................ $149,359 $151,092

Intersegment operating charge

Eliminated................................................ (2,012) (1,987)
-------- --------

$147,347 $149,105
======== ========

(2) Segment operating profit is reconciled to loss before income tax benefit
as follows:

THIRTEEN WEEKS ENDED
-----------------------------
MAY 5, 2001 APRIL 29, 2000
----------- --------------

Segment operating profit.................................... $2,958 $ 2,496

Store closing costs......................................... (4,720)

Interest expense............................................ (3,337) (2,659)

Other....................................................... 48 84
------ -------

$ (331) $(4,799)
====== =======

5
8

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

This quarterly report on Form 10-Q contains certain "forward-looking
statements" that are based on management's current beliefs, estimates and
assumptions, including predictions of future operating performance, events or
developments such as Elder-Beerman's future sales, profits, expenses, income and
earnings per share. In addition, words such as "expects," "anticipates,"
"intends," "plans," "believes," "hopes," and "estimates," and variations of such
words and similar expressions, are intended to identify forward-looking
statements.

Because forward-looking statements are based on a number of beliefs,
estimates and assumptions by management that could ultimately prove inaccurate,
there is no assurance that forward-looking statements will prove to be accurate.
Many factors could materially affect actual future operations and results,
including the following: the ability to open new stores on schedule, including
the new stores announced for 2001 in Kohler, WI, Alliance, OH and DuBois, PA;
increasing price and product competition; fluctuations in consumer demand and
confidence, especially during the Christmas shopping season and in light of
current general economic conditions, interest rates and the capital markets; the
availability and mix of inventory; fluctuations in costs and expenses; consumer
response to the company's new merchandising strategies, advertising, marketing
and promotional programs; the ability of the company to achieve its expense
cutting initiatives as it implements its strategic plan; the timing and
effectiveness of new store openings, particularly its new concept stores opened
in the Fall season of 2000 and Spring season of 2001 (Howell, MI; West Bend, WI;
Jasper, IN and Plover, WI) and the new concept stores to be opened in the Fall
season of 2001; the impact of electronic commerce; weather conditions that
affect consumer traffic in stores, especially during the Christmas season; the
continued availability and terms of financing; the outcome of pending and future
litigation; consumer debt levels; the impact of any new consumer bankruptcy
laws; inflation and interest rates and the condition of the capital markets.

Elder-Beerman undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following is a discussion of the financial condition and results of
operations of the Company for the 13 week periods ended May 5, 2001 ("First
Quarter 2001") and April 29, 2000 ("First Quarter 2000"). The Company's fiscal
year ends on the Saturday closest to January 31. The discussion and analysis
which follow are based upon and should be read in conjunction with the Condensed
Consolidated Financial Statements and the Notes thereto included in Part I, Item
I.

RESULTS OF OPERATIONS

FIRST QUARTER 2001 COMPARED TO FIRST QUARTER 2000

Net sales for the First Quarter 2001 decreased by 1.5% to $139.5 million
from $141.6 million for the First Quarter 2000. Comparable store sales decreased
by 2.9%. Ladies' better and moderate sportswear, junior sportswear, furniture,
and shoes had the best performance.

Financing revenue from the Company's private label credit card for the
First Quarter 2001 increased by 5.6% to $7.1 million from $6.8 million for the
First Quarter 2000, primarily due to an increase in late fees charged.

Other revenue, which is primarily from leased departments, for the First
Quarter 2001 decreased by $0.1 million to $0.7 million from $0.8 million for the
First Quarter 2000.

Cost of merchandise sold, occupancy, and buying expenses decreased to 71.0%
of net sales for the First Quarter 2001 from 71.7% of net sales for the First
Quarter 2000. During the First Quarter 2001 merchandise gross margins were
reduced 0.5% due to additional markdowns to clear excess inventory as a result
of the comparable sales decrease. During the First Quarter 2000 an inventory
adjustment of $1.8 million (1.3% of sales) related to the closing of the
Company's Wheeling and Charleston, West Virginia stores was recorded.

6
9

Selling, general, administrative, and other expenses decreased to 29.1% of
net sales for the First Quarter 2001 from 32.5% for the First Quarter 2000. The
decrease is primarily due to expense initiatives that have been implemented as
part of the Company's new strategic plan. Also, the First Quarter 2000 included
an expense of $2.9 million for lease buyout, severance cost, and write-down of
fixed assets related to the closing of the Company's Wheeling and Charleston,
West Virginia stores.

Depreciation and amortization expense increased to 3.4% of net sales for
the First Quarter 2001 compared to 2.6% of net sales for the First Quarter 2000.
The increase is primarily due to increased capital expenditures related to the
opening of new concept stores, and replacing the point-of-sale cash registers in
all stores.

Interest expense increased to $3.3 million for the First Quarter 2001 from
$2.7 million for the First Quarter 2000. The increase is primarily due to higher
average borrowing because of the Company's stock repurchase program, which was
completed in October 2000.

An income tax benefit was recorded in the First Quarter 2001 and the First
Quarter 2000 at a rate of 36.0%.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal sources of funds are cash flow from operations and
borrowings under the Revolving Credit Facility and Receivable Securitization
Facility (collectively, the "Credit Facilities"). The Company's primary ongoing
cash requirements are to fund debt service, make capital expenditures, and
finance working capital.

Net cash provided by operating activities was $0.3 million for the First
Quarter 2001, compared to $3.9 million used in the First Quarter 2000. A net
loss of $0.2 million was recorded in the First Quarter 2001, compared to a net
loss of $3.1 million in the First Quarter 2000. In addition, the depreciation
and amortization component of the net losses increased $1.0 million to $4.7
million for the First Quarter 2001, compared to $3.7 million for the First
Quarter 2000.

Net cash used in investing activities was $3.7 million for the First
Quarter 2001, compared to $3.1 million for the First Quarter 2000. The increase
is due to the opening of a new concept store in the First Quarter 2001,
partially offset by reduced capital expenditures for store maintenance,
remodeling, and data processing.

For the First Quarter 2001, net cash provided by financing activities was
$4.1 million compared to $7.0 million for the First Quarter 2000, which
represents reduced borrowing required for operating and investing activities.

The Company believes that it will generate sufficient cash flow from
operations, as supplemented by its available borrowings under the Credit
Facilities, to meet anticipated working capital and capital expenditure
requirements, as well as debt service requirements under the Credit Facilities.

The Company may from time to time consider acquisitions of department store
assets and companies. Acquisition transactions, if any, are expected to be
financed through a combination of cash on hand from operations, available
borrowings under the Credit Facilities, and the possible issuance from time to
time of long-term debt or other securities. Depending upon the conditions in the
capital markets and other factors, the Company will from time to time consider
the issuance of debt or other securities, or other possible capital market
transactions, the proceeds of which could be used to refinance current
indebtedness or for other corporate purposes.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is subject to the risk of fluctuating interest rates in the
normal course of business, primarily as a result of its variable rate borrowing.
The Company has entered into a variable to fixed rate interest-rate swap
agreement to effectively reduce its exposure to interest rate fluctuations. A
hypothetical 100 basis point change in interest rates would not materially
affect the Company's financial position, liquidity or results of operations.

7
10

The Company does not maintain a trading account for any class of financial
instrument and is not directly subject to any foreign currency exchange or
commodity price risk. As a result, the Company believes that its market risk
exposure is not material to the Company's financial position, liquidity or
results of operations.

8
11

PART II. -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is currently involved in several legal proceedings arising from
its normal business activities and reserves have been established where
appropriate. However, no legal proceedings have arisen or become reportable
events during this quarter, and management believes that none of the remaining
legal proceedings will have a material adverse effect on the financial
condition, results of operations or cash flows of the Company.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

(a) Not Applicable.

(b) Not Applicable.

(d) Not Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) The following Exhibits are included in this Quarterly Report on Form
10-Q:

3(a) Amended Articles of Incorporation (previously filed as
Exhibit 3(a) to the Form 10-K filed on April 30, 1998 (the
"Form 10-K") and incorporated herein by reference)

3(b) Certificate of Amendment to the Amended Articles of
Incorporation (previously filed as Exhibit 3(b) to the Form
10-Q for the quarter ended October 28, 2000 (the "Form
10-Q") and incorporated herein by reference)

3(c) Amended Code of Regulations (previously filed as Exhibit
3(c) to the Form 10-Q and incorporated herein by reference)

4(a) Stock Certificate for Common Stock (previously filed as
Exhibit 4(a) to the Company's Form 10/A-1 filed on January
23, 1998 and incorporated herein by reference)

4(b) Rights Agreement By and Between The Elder-Beerman Stores
Corp. and Norwest Bank Minnesota, N.A., dated as of December
30, 1997 (previously filed as Exhibit 4.1 to the Company's
Registration Statement on Form 8-A filed on November 17,
1998 (the "Form 8-A") and incorporated herein by reference)

9
12

4(c) Warrant Agreement by and Between Beerman-Peal Holdings, Inc.
and the Elder-Beerman Stores Corp. for 249,809 shares of
Common Stock at a strike price of $12.80 per share dated
December 30, 1997 (previously filed as Exhibit 4(d) to the
Form 10-K and incorporated herein by reference)

4(d) Warrant Agreement by and Between Beerman-Peal Holdings, Inc.
and the Elder-Beerman Stores Corp. for 374,713 shares of
Common Stock at a strike price of $14.80 per share dated
December 30, 1997 (previously filed as Exhibit 4(e) to the
Form 10-K and incorporated herein by reference)

4(e) Amendment No. 1 to the Rights Agreement, dated as of
November 11, 1998 (previously filed as Exhibit 4.2 to the
Form 8-A and incorporated herein by reference)

(b) No reports on Form 8-K were filed during the period.

10
13

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.

THE ELDER-BEERMAN STORES CORP.,
an Ohio corporation

By: /s/ Scott J. Davido
-------------------------------------
Scott J. Davido
Executive Vice President, Chief
Financial Officer and Treasurer
(on behalf of the Registrant and as
Principal Financial Officer)

Dated: June 14, 2001

11
14

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------

3(a) Amended Articles of Incorporation (previously filed as
Exhibit 3(a) to the Form 10-K filed on April 30, 1998 (the
"Form 10-K"), and incorporated herein by reference)

3(c) Amended Code of Regulation (previously filed as Exhibit 3(c)
to the Form 10-Q and incorporated herein by reference)

4(a) Stock Certificate for Common Stock (previously filed as
Exhibit 4(a) to the Company's Form 10/A-1 filed on January
23, 1998 and incorporated herein by reference)

4(c) Warrant Agreement by and Between Beerman-Peal Holdings, Inc.
and the Elder-Beerman Stores Corp. for 249,809 shares of
Common Stock at a strike price of $12.80 per share dated
December 30, 1997 (previously filed as Exhibit 4(e) to the
Form 10-K and incorporated herein by reference)

4(e) Amendment No. 1 to the Rights Agreement, dated as of
November 11, 1998 (previously filed as Exhibit 4.2 to the
Form 8-A and incorporated herein by reference)