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For the Quarterly Period Ended  June 30, 2002



Commission File Number: 33-74254



COGENTRIX ENERGY, INC.
(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (704) 525-3800

Securities registered pursuant to Section 12(b) of Act:  NONE

Securities registered pursuant to Section 12(g) of Act:  NONE

Part I:	Financial Information	Page No.
Item 1.	Consolidated Condensed Financial Statements:
	Consolidated Balance Sheets at June 30, 2002 (Unaudited)    and December 31, 2001	3
	Consolidated Statements of Operations for the Three Months    and Six Months Ended June 30, 2002 and 2001 (Unaudited)	4
	Consolidated Statements of Cash Flows for the Six Months    Ended June 30, 2002 and 2001 (Unaudited)	5
	Notes to Consolidated Condensed Financial Statements (Unaudited)	6
Item 2.	Management's Discussion and Analysis of Financial Condition    and Results of Operations	11
Part II:	Other Information
Item 1.	Legal Proceedings	20
Item 6.	Exhibits and Reports on Form 8-K	21
Signatures		22

1.   Principles of Consolidation and Basis of Presentation

          The accompanying consolidated condensed financial statements include the accounts of Cogentrix Energy, Inc. ("Cogentrix Energy") and its subsidiary companies (collectively, the "Company"). Wholly-owned and majority-owned subsidiaries, including 50%-owned entities in which the Company has effective control through its designation as the managing partner of these projects, are consolidated. Less-than-majority-owned subsidiaries are accounted for using the equity method. Investments in unconsolidated affiliates in which the Company has less than a 20% interest and does not exercise significant influence over operating and financial policies are accounted for under the cost method. All material intercompany transactions and balances among Cogentrix Energy, its subsidiary companies and its consolidated joint ventures have been eliminated in the accompanying consolidated condensed financial statements.

          Information presented as of June 30, 2002 and for the three months and six months ended June 30, 2002 and 2001 is unaudited. In the opinion of management, however, such information reflects all adjustments, which consist of normal adjustments necessary to present fairly the financial position of the Company as of June 30, 2002, the results of operations for the three months and six months ended June 30, 2002 and 2001 and cash flows for the six months ended June 30, 2002 and 2001. The results of operations for these interim periods are not necessarily indicative of results which may be expected for any other interim period or for the fiscal year as a whole.

          The accompanying unaudited consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "Commission"). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to those rules and regulations, although management believes that the disclosures made are adequate to make the information presented not misleading. These unaudited consolidated condensed financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's most recent report on Form 10-K for the year ended December 31, 2001, which the Company filed with the Commission on April 16, 2002.

2.   New Accounting Pronouncements

          On January 1, 2002, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets," which supersedes Accounting Principles Board ("APB") Opinion No. 17, "Intangible Assets." SFAS No. 142 addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition, and addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. SFAS No. 142 eliminates the requirement to amortize goodwill and other intangible assets that have indefinite useful lives, instead requiring the assets to be tested at least annually for impairment based on the specific guidance in SFAS No. 142. The Company prepared a transition impa irment test of goodwill and other intangibles in conjunction with the initial adoption and has determined that its unamortized goodwill and purchase price premiums have indefinite useful lives and has eliminated the amortization of these assets beginning in 2002. As of January 1, 2002, the Company had unamortized goodwill and unamortized purchase price premiums in unconsolidated power projects totaling $153.1 million. In addition, management continues to assess the carrying value of the purchase price premiums in accordance with APB Opinion No. 18, "The Equity Method of Accounting for Investments in Common Stock," and believes that these intangible assets are recoverable in all material respects. The table below presents the pro-forma impact of the amortization of goodwill and the purchase price premiums for the three-month and six-month periods ended June 30, 2002 and 2001 (dollars in thousands, except per share amounts):

          In conjunction with the adoption of SFAS No. 142, the Company revised its accounting policy related to goodwill and purchase price premiums. For acquisitions prior to January 1, 2002, the Company recognized the excess of the purchase price over the fair value of the net identifiable assets of acquired entities as goodwill. Goodwill is tested for impairment on an annual basis and when other events or circumstances require an impairment test. Impairment losses are recognized whenever the fair value of goodwill is less than its carrying value. Fair value is determined using discounted cash flow analysis. Prior to January 1, 2002, goodwill was amortized over its useful life using the straight-line method.

          On April 1, 2002, the Company implemented two interpretations issued by the Financial Accounting Standards Board ("FASB") Derivatives Implementation Group ("DIG"). DIG Issues C15 and C16 changed the definition of normal purchases and sales included in SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended, and ongoing interpretation by the FASB's DIG (collectively, "SFAS No. 133"). Previously, certain derivative commodity contracts for the physical delivery of purchase and sale quantities transacted in the normal course of business were exempt from the requirements of SFAS No. 133 under the normal purchases and sales exception, and thus were not marked to market and reflected on the balance sheet like other derivatives. Instead, these contracts were recorded on an accrual basis. DIG Issue C15 changed the definition of normal purchases and sales for certain power contracts. DIG Issue C16 disallowed normal purcha ses and sales treatment for commodity contracts (other than power contracts) that contain volumetric variability or optionality. The Company determined that one of its investments in unconsolidated affiliates in which the Company owns a 50% interest has a derivative commodity contract for the physical delivery of power which no longer qualifies for normal purchases and sales treatment under these interpretations. Beginning April 1, 2002, this contract was required to be recorded on the balance sheet at fair value and marked to market through earnings. The Company recorded a $596,000 benefit, net of tax from the adoption of these interpretations as a cumulative effect of a change in accounting principle as of April 1, 2002 in the accompanying consolidated statement of operations.

          During June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." This statement requires companies to record a liability relating to the retirement and removal of assets used in their business. The liability is discounted to its present value, and the related asset value is increased by the amount of the resulting liability. Over the life of the asset, the liability will be accreted to its future value and eventually extinguished when the asset is taken out of service. The provisions of this statement are effective for the Company on January 1, 2003. Management is currently evaluating the effects of this pronouncement.

          On January 1, 2002, the Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." The adoption of this pronouncement was immaterial to the accompanying consolidated condensed financial statements. This statement requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less cost to sell. The standard also expanded the scope of discontinued operations to include all components of an entity with operations that can be distinguished from the rest of the entity and that will be eliminated from the ongoing operations of the entity in a disposal transaction. The Company reviews its long-lived assets for impairment whenever events occur or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The review is based on various analyses, including undiscounted cas h flow projections. In management's opinion, at June 30, 2002, the carrying value of the Company's long-lived assets, including goodwill, is recoverable in all material aspects.

3.   Project Level Defaults

          On May 14, 2002, each project subsidiary for our Sterlington (the Sterlington facility achieved commercial operations on August 1, 2002), Southaven and Caledonia facilities signed engineering procurement and construction ("EPC") contracts with subsidiaries of SNC-Lavalin Group, Inc. ("SNC-Lavalin"), to replace the then existing EPC contracts with National Energy Production Corporation or an affiliate thereof ("NEPCO") to complete the engineering and construction of the Sterlington, Southaven and Caledonia facilities. In addition, a project subsidiary for our Jenks facility, which achieved commercial operations during February 2002, signed a services contract with an affiliate of SNC-Lavalin to complete the punch list and clean up work for the facility. All of these contracts were deemed effective on May 18, 2002.

          The NEPCO contracts were terminated for cause on May 18, 2002. The NEPCO termination and execution of the SNC-Lavalin contracts created events of default under the Sterlington, Southaven and Jenks non-recourse project loan agreements. The Company received prior approval from the Caledonia project lender and waivers from the Sterlington, Southaven and Jenks project lenders for the execution of the SNC-Lavalin contracts and termination of the NEPCO contracts. In connection with the Caledonia approval, the applicable project lender agreed that Cogentrix Energy could terminate its commitment to provide a $20.0 million supplemental equity contribution. In connection with the Southaven approval, our project subsidiaries developing the Southaven facility committed to provide additional contingent supplemental equity to the project. The maximum amount of this contingent supplemental equity contribution is currently $14.9 million. T his contingent supplemental equity contribution will be adjusted on December 31, 2002 to $54.9 million less the aggregate amount of project cost savings at that time. Cogentrix Energy has guaranteed this commitment. Cogentrix Energy has agreed to secure its guarantee with a letter of credit in the amount of the supplemental equity contribution obligation if its senior unsecured notes are rated below investment grade by both Moody's and Standard & Poor's.

          During July 2002, the guarantor of the power purchaser at our Sterlington facility, Dynegy Holdings, Inc. ("Dynegy"), was downgraded below investment grade creating a purchaser event of default under the Sterlington facility's conversion service agreement and an event of default under the Sterlington facility's non-recourse project loan agreements. In the event Dynegy is unable to cure this event of default and the Company is unable to cure the event of default under the project loan agreement, the project lenders will not be obligated to continue funding the project and will have the right to exercise all remedies available to them under the project loan agreements including foreclosing upon and taking possession of all project assets. The Company accounts for this project using the equity method of accounting and this facility's assets and related liabilities, including long-term debt, are reflected net as an investment in unconsolidated affilia tes in the accompanying consolidated balance sheets. The Company's investment in this project was not significant as of June 30, 2002.

          During August 2002, the guarantor of the power purchaser at our Caledonia and Southaven facilities, PG&E National Energy Group, Inc. ("PG&E"), was downgraded below investment grade. In the event PG&E does not provide an investment grade guaranty of its obligations under the conversion services agreement within 30 days, the downgrade will create an event of default by PG&E under each facility's separate conversion services agreements. This PG&E event of default does not create an event of default under these project subsidiaries' non-recourse loan agreements (June 30, 2002 long-term debt balances of $326.0 million and $309.2 million for Caledonia and Southaven, respectively) until six months after the PG&E event of default occurred. This event of default can, in each case, be avoided if the applicable project subsidiary can find a replacement power purchaser or a substitute power sales agreement satisfactory to the project lenders, or in the case of the Caledonia facility, meeting certain ratings and debt coverage criteria. In the case of the Southaven facility, the applicable project subsidiary is required to diligently pursue such replacement arrangements. There can be no assurances, however, that the Caledonia or Southaven project subsidiaries will be able to timely enter into a replacement power sales agreement or obtain project lender approval. If an event of default occurs under the applicable project loan agreement and remains uncured, the applicable project lenders will not be obligated to continue funding construction draws and will have the right to exercise all remedies available to them under the applicable project loan agreement, including foreclosing upon and taking possession of all of the applicable project assets.

          The Company's project subsidiary, which owns our Dominican Republic facility that attained commercial operations during March 2002, notified the power purchaser, Corporación Dominicana de Electricidad ("CDE"), of events of default under the power purchase agreement based on CDE's failure to pay amounts due for the sale of electricity. Under the terms of the project subsidiary's implementation agreement with the State of the Dominican Republic ("SDR"), which guarantees CDE's payment obligations, we have demanded that the SDR pay all amounts past due owed by CDE and notified the SDR that they are in default of the implementation agreement for failing to pay certain amounts past due by CDE. CDE was in default of approximately $11.6 million of the amounts due to the Company as of June 30, 2002 and of this amount, the SDR was in default of approximately $1.0 million. Subsequent to June 30, 2002, the Company issued additional notices of default t o CDE and the SDR of approximately $18.5 million and $9.5 million, respectively. In addition, CDE and the SDR made payments subsequent to June 30, 2002 totaling $10.6 million related to these defaults.

          The Company's project subsidiary which owns our Richmond facility incurred an event of default during July 2002 under its project loan agreement as a result of not being able to obtain the insurance deductible levels as required under the project loan agreement. The Company has held discussions with the project lenders and expects to receive a waiver for this event of default during the third quarter. The outstanding borrowings due after one year in the amount of $155.2 million under the Richmond loan agreements are included in long-term debt on the accompanying consolidated balance sheets.

4.   Commitments and Other Matters

     Equipment Deposits - The Company currently has commitments with turbine and other equipment suppliers to purchase a set of three combustion/steam turbines and heat recovery steam generators. We have made cumulative payments of $125.3 million which are currently recorded as an asset with remaining payments of $61.1 million under these commitments. The Company is taking delivery of and are currently storing certain accessory parts related to the turbines. We expect to take delivery of the primary turbine engines and additional accessory parts during the remainder of 2002 pending placement into a project under development. The Company cannot provide any assurances that we will be able to place this equipment. If the Company is unsuccessful in placing the equipment, it could impact the carrying value of this equipment and consequently, our results of operations.

     Severance Charges - During the second quarter of 2002, the Company eliminated various positions at its corporate headquarters and recorded a severance charge of approximately $2,839,000 which is included in general, administrative and development expenses in the accompanying consolidated statement of operations. Of this amount $1,748,000 was paid through June 30, 2002 with the remaining amount expected to be paid through June 2003.

     Project Development Costs - During the second quarter of 2002, the Company recorded a charge of approximately $8,771,000 related to the write-off of certain projects under development which are no longer considered viable. This charge is included in general, administrative and development expenses in the accompanying consolidated statement of operations.

5.   Comprehensive Income

          The table below presents the Company's comprehensive income (loss) for the three-month and six-month periods ended June 30, 2002 and 2001, respectively (dollars in thousands):

6.   Claims and Litigation

          One of the Company's wholly-owned subsidiaries is party to certain product liability claims related to the sale of coal combustion by-products for use in 1997-1998 in various construction projects. Management cannot currently estimate the range of possible loss, if any, the Company will ultimately bear as a result of these claims. However, management believes - based on its knowledge of the facts and legal theories applicable to these claims, after consultations with various counsel retained to represent the subsidiary in the defense of such claims, and considering all claims resolved to date - that the ultimate resolution of these claims should not have a material adverse effect on its consolidated financial position or results of operations or on Cogentrix Energy's ability to generate sufficient cash flow to service its outstanding debt.

          In addition to the litigation described above, the Company experiences other routine litigation in the normal course of business. The Company's management is of the opinion that none of this routine litigation will have a material adverse impact on its consolidated financial position or results of operations.

7.   Merger Agreement

          On April 29, 2002, Cogentrix Energy and Aquila, Inc. ("Aquila") entered into a definitive agreement for Aquila (through certain subsidiaries) to acquire all of the outstanding common stock of Cogentrix Energy (the "Aquila Merger Agreement"). On the same date, Cogentrix Energy and certain of its wholly-owned subsidiaries entered into an asset purchase agreements with General Electric Capital Corporation ("GECC"). On August 2, 2002, Cogentrix Energy and Aquila agreed to terminate the Aquila Merger Agreement and Cogentrix Energy and certain of its wholly-owned subsidiaries pursuant thereto terminated the GECC purchase agreements. For the three months and six months ended June 30, 2002, the Company incurred approximately $7.4 million and $7.8 million, respectively, in external costs related to these two transactions and $0.7 million and $1.4 million, respectively, in internal costs related to a corporate personnel retention program entered into i n contemplation of selling the common stock of Cogentrix Energy which are included in merger-related costs in the accompanying consolidated statements of operations.

8.   Reclassifications

          Certain amounts included in the accompanying consolidated condensed financial statements for the periods ended June 30, 2001 and as of December 31, 2001, have been reclassified from their original presentation to conform to the presentation as of and for the periods ended June 30, 2002.

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

          In addition to discussing and analyzing our recent historical financial results and condition, the following "Management's Discussion and Analysis of Financial Condition and Results of Operations" includes statements concerning certain trends and other forward-looking information affecting or relating to us which are intended to qualify for the protections afforded "Forward-Looking Statements" under the Private Securities Litigation Reform Act of 1995, Public Law 104-67. The forward-looking statements made herein are inherently subject to risks and uncertainties which could cause our actual results to differ materially from the forward-looking statements.

          This section should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our most recent report on Form 10-K for the year ending December 31, 2001, which we filed with the Securities and Exchange Commission on April 16, 2002.

General

          Cogentrix Energy, Inc. is an independent power producer that through its direct and indirect subsidiaries acquires, develops, owns and operates electric generating plants. We derive most of our revenue from the sale of electricity, but we also produce and sell steam. We sell the electricity we generate to regulated electric utilities and power marketers, primarily under long-term power purchase agreements. We sell the steam we produce to industrial customers with manufacturing or other facilities located near our electric generating plants. We were one of the early participants in the market for electric power generated by independent power producers that developed as a result of energy legislation the United States Congress enacted in 1978. We believe we are one of the larger independent power producers in the United States based on our total project megawatts in operation.

          We currently own - entirely or in part - a total of 25 electric generating facilities in the United States and one in the Dominican Republic. Our 26 plants are designed to operate at a total production capability of approximately 6,110 megawatts. After taking into account our partial interests in the 19 plants that are not wholly-owned by us, which range from 1.6% to approximately 74.2%, our net ownership interests in the total production capability of our 26 electric generating facilities is approximately 3,304 megawatts. We currently operate 13 of our facilities, 11 of which we developed and constructed.

          We also have ownership interests in and will operate two facilities currently under construction in Mississippi. Once these facilities begin operation, we will have ownership interests in a total of 27 domestic - and one international - electric generating facilities that are designed with a total production capability of approximately 7,730 megawatts. Our net equity interest in the total production capability of those 28 facilities will be approximately 4,924 megawatts.

          We currently have commitments with turbine and other equipment suppliers to purchase a set of three combustion/steam turbines and heat recovery steam generators. We have made cumulative payments of $125.3 million which are currently recorded as an asset with remaining payments of $61.1 million under these commitments. We are taking delivery of and are currently storing certain accessory parts related to the turbines. We expect to take delivery of the primary turbine engines and additional accessory parts during the remainder of 2002 pending placement into a project under development. We cannot provide any assurances that we will be able to place this equipment. If we are unsuccessful in placing the equipment, it could impact the carrying value of this equipment and consequently, our results of operations.

          Unless the context requires otherwise, references in this report to "we," "us," "our," or "Cogentrix" refer to Cogentrix Energy, Inc. and its subsidiaries, including subsidiaries that hold investments in other corporations or partnerships whose financial results are not consolidated with ours. The term "Cogentrix Energy" refers only to Cogentrix Energy, Inc., which is a development and management company that conducts its business primarily through subsidiaries. Cogentrix Energy's subsidiaries that are engaged in the development, ownership or operation of cogeneration facilities are sometimes referred to individually as a "project subsidiary" and collectively as Cogentrix Energy's "project subsidiaries." The unconsolidated affiliates of Cogentrix Energy that are engaged in the ownership and operation of electric generating facilities and in which we have less than a majority interest are sometimes referred to individually as a "project affiliate" o r collectively as "project affiliates."

Results of Operations - Three Months and Six Months Ended June 30, 2002 and 2001 (dollars in thousands)

-	Electric revenue increased approximately $23.1 million primarily as a result of the commencement of commercial operations of the San Pedro facility, which was under construction during the second quarter of 2001. This increase was partially offset by decreased operations at the Kenansville facility due to the expiration of its power purchase agreement in the third quarter of 2001.
-	Lease revenue increased approximately $19.5 million as a result of the commencement of commercial operations of the Rathdrum and Jenks facilities, which were under construction during the second quarter of 2001. The power sales agreements for these facilities provide the power purchaser the right to use our facility and as a result, the capacity payments of these facilities are considered minimum lease payments and are accounted for as lease revenues.
-	Income from unconsolidated power projects decreased approximately $4.3 million due to both scheduled and unscheduled outages and related maintenance costs at the Cedar Bay and Indiantown facilities.

-	Fuel expense increased approximately $11.1 million as a result of the commencement of commercial operations at the San Pedro facility which was under construction during the second quarter of 2001. This increase was partially offset by reduced coal usage at several of our coal plants as a result of lower megawatt hours produced during the three months ended June 30, 2002.
-	Operations and maintenance expense increased approximately $7.7 million primarily due to the commencement of commercial operations at three facilities which were under construction during the second quarter of 2001.

-	Electric revenue increased approximately $25.0 million primarily as a result of the commencement of commercial operations of the San Pedro facility, which was under construction during the first six months of 2001. This increase was partially offset by decreased operations at the Kenansville facility due to the expiration of its power purchase agreement in the third quarter of 2001 and decreased revenues as a result of the sale of our entire interest in the Batesville facility during March 2001.
-	Lease revenue increased approximately $32.6 million as a result of the commencement of commercial operations of the Rathdrum and Jenks facilities, which were under construction during the first six months of 2001. The power sales agreements for these facilities provide the power purchaser the right to use our facility and as a result, the capacity payments of these facilities are considered minimum lease payments and are accounted for as lease revenues.
-	Gain on sales of projects interests, net of transaction costs, and other decreased approximately $59.4 million primarily due to the sale of a 50% interest in our Sterlington facility and our entire interest in the Batesville facility during the first quarter of 2001.

-	Fuel expense increased approximately $11.3 million as a result of the commencement of commercial operations at the San Pedro facility which was under construction during the first six months of 2001. This increase was partially offset by reduced coal usage at several of our coal plants as a result of lower megawatt hours produced during the six months ended June 30, 2002.
-	Operations and maintenance expense increased approximately $7.5 million primarily due to the commencement of commercial operations at three facilities which were under construction during the first half of 2001. This increase was partially offset by a decrease due to the sale of our entire interest in the Batesville facility during March 2001.

Net income Depreciation and amortization Equity in net income of unconsolidated affiliates Dividends received from unconsolidated affiliates Increase in accounts receivable Decrease in accrued liabilities

$  12.4  33.5  (16.5) 11.3  (52.7) (14.4)

Purchase property, plant and equipment and to fund    project development costs and turbine deposits Repay project financing borrowings and long-term debt Fund operating activities Pay dividends on common stock

$  333.7 44.7 17.1 13.5

Exhibit No.	Description of Exhibit
3.1	Articles of Incorporation of Cogentrix Energy, Inc. (3.1) (1)
3.2	Amended and Restated Bylaws of Cogentrix Energy, Inc., as amended. (3.2) (5)
4.1	Indenture, dated as of March 15, 1994, between Cogentrix Energy, Inc. and First Union National Bank of North Carolina, as Trustee, including form of 8.10% 2004 Senior Note (4.1) (2)
4.2	Indenture, dated as of October 20, 1998, between Cogentrix Energy, Inc. and First Union National Bank, as Trustee, including form of 8.75% Senior Note (4.2) (3)
4.3	First Supplemental Indenture, dated as of October 20, 1998, between Cogentrix Energy, Inc. and First Union National Bank, as Trustee (4.3) (3)
4.6	Amendment No. 1 to the First Supplemental Indenture, dated as of November 25, 1998, between Cogentrix Energy, Inc. and First Union National Bank, as Trustee (4.6) (4)
10.1	Amended and Restated Supplemental Equity Contribution Guarantee, dated as of May 22, 2002, made by Cogentrix Energy, Inc. in favor of Southaven Power, LLC and Credit Lyonnais.
99.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)	Incorporated by reference to Registration Statement on Form S-1 (File No. 33-74254) filed January 19, 1994. The number designating the exhibit on the exhibit index to such previously-filed report is enclosed in parentheses at the end of the description of the exhibit above.
(2)	Incorporated by reference to the Form 10-K (File No. 33-74254) filed September 28, 1994. The number designating the exhibit on the exhibit index to such previously-filed report is enclosed in parentheses at the end of the description of the exhibit above.
(3)	Incorporated by reference to the Registration Statement on Form S-4 (File No. 33-67171) filed November 12, 1998. The number designating the exhibit on the exhibit index to such previously-filed report is enclosed in parentheses at the end of the description of the exhibit above.
(4)	Incorporated by reference to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 33-67171) filed January 27, 1999. The number designating the exhibit on the exhibit index to such previously-filed report is enclosed in parentheses at the end of the description of the exhibit above.
(5)	Incorporated by reference to the Form 10-K (File No. 33-74254) filed March 30, 1998. The number designating the exhibit on the exhibit index to such previously-filed report is enclosed in parentheses at the end of the description of the exhibit above.