ML PRINCIPAL PROTECTION LP - 10-Q Quarterly Report

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UNITED STATES 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 EXCHANGE
ACT OF 1934

For the quarterly period ended September 30, 2002
------------------

OR

( ) 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 0-25000

ML PRINCIPAL PROTECTION L.P.
----------------------------
(Exact Name of Registrant as
specified in its charter)

Delaware 13-3750642 (Registrant)
- -------------------------------- -----------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

c/o MLIM Alternative Strategies LLC
Princeton Corporate Campus
800 Scudders Mill Road - Section 2G
Plainsboro, New Jersey 08536
----------------------------
(Address of principal executive offices)
(Zip Code)

609-282-6996
--------------------------------------------------
(Registrant's telephone number, including area code)

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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ML PRINCIPAL PROTECTION L.P.
(A DELAWARE LIMITED PARTNERSHIP)

STATEMENTS OF FINANCIAL CONDITION

NET ASSET VALUE PER UNIT (SEE NOTE 3)

See notes to financial statements.

2

ML PRINCIPAL PROTECTION L.P.
(A DELAWARE LIMITED PARTNERSHIP)

STATEMENTS OF OPERATIONS
(unaudited)

3

ML PRINCIPAL PROTECTION L.P.
(A DELAWARE LIMITED PARTNERSHIP)

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE NINE ENDED SEPTEMBER 30, 2002 AND 2001
(unaudited)

See notes to financial statements.

4

ML PRINCIPAL PROTECTION L.P.
(A DELAWARE LIMITED PARTNERSHIP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared without audit. In the
opinion of management, the financial statements contain all adjustments
(consisting of only normal recurring adjustments) necessary to present
fairly the financial position of ML Principal Protection L.P. (the
"Partnership") as of September 30, 2002, and the results of its operations
for the three and nine months ended September 30, 2002 and 2001. However,
the operating results for the interim periods may not be indicative of the
results for the full year.

Certain information and footnote disclosures normally included in annual
financial statements prepared in conformity with accounting principles
generally accepted in the United States have been omitted. It is suggested
that these financial statements be read in conjunction with the financial
statements and notes thereto included in the Partnership's Annual Report
on Form 10-K filed with the Securities and Exchange Commission for the
year ended December 31, 2001.

2. INVESTMENTS

As of September 30, 2002 and December 31, 2001, the Partnership had an
investment in ML Multi-Manager Portfolio LLC ("MM LLC") of $16,356,876 and
$17,346,923, respectively. As of September 30, 2002, and December 31,
2001, the Partnership's percentage ownership share of MM LLC was 9.08% and
8.61%, respectively.

Total revenues and fees with respect to the Partnership's investment in MM
LLC are set forth as follows:

5

Condensed statements of financial condition and statements of operations
for MM LLC are set forth as follows:

3. NET ASSET VALUE PER UNIT

At September 30, 2002 and December 31, 2001, the Net Asset Values of the
different series of Units were:

SEPTEMBER 30, 2002
(UNAUDITED)

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December 31, 2001

4. ANNUAL DISTRIBUTIONS

The Partnership makes annual fixed-rate distributions, payable
irrespective of profitability, of $3.50 per Unit on Units issued prior to
May 1, 1997. The Partnership may also pay discretionary distributions on
such Series of Units of up to 50% of any Distributable New Appreciation,
as defined on such Units. No distributions are payable on Units issued
after May 1, 1997. As of September 30, 2002 the Partnership has made the
following distributions:

5. FAIR VALUE AND OFF-BALANCE SHEET RISK

The nature of this Partnership has certain risks, which can not be
presented on the financial statements. The following summarizes some of
those risks.

MARKET RISK

Derivative instruments involve varying degrees of off-balance sheet market
risk. Changes in the level or volatility of interest rates, foreign
currency exchange rates or the market values of the financial instruments
or commodities underlying such derivative instruments frequently result in
changes in the Partnership's net unrealized profit (loss) on such
derivative instruments as reflected in the Statements of Financial
Condition or, with respect to Partnership assets invested in MM LLC, the
net unrealized profit (loss) as reflected in the respective Statements of
Financial Condition of MM LLC. The Partnership's exposure to market risk is
influenced by a number of factors, including the relationships among the
derivative instruments held by the Partnership and MM LLC as well as the
volatility and liquidity of the markets in which such derivative
instruments are traded.

MLIM Alternative Strategies LLC ("MLIM AS LLC") has procedures in place
intended to control market risk exposure, although there can be no
assurance that they will, in fact, succeed in doing so. These procedures
focus primarily on monitoring the trading of the Advisors selected from
time to time by the Partnership or MM LLC, and include calculating the Net
Asset Value of their respective Partnership accounts and MM LLC accounts as
of the close of business on each day and reviewing outstanding positions
for over-concentrations both on an Advisor-by-Advisor and on an overall
Partnership basis. While MLIM AS LLC does not itself intervene in the
markets to hedge or diversify the Partnership's market exposure, MLIM AS
LLC may urge Advisors to reallocate positions, or itself reallocate
Partnership assets, through MM LLC, among Advisors (although typically only
as of the end of a month) in an attempt to avoid over-concentrations.
However, such interventions are unusual. Except in cases in which it
appears that an Advisor has begun to deviate from past practice or trading
policies or to be trading erratically, MLIM AS LLC's basic risk control
procedures consist simply of the ongoing process of advisor monitoring and
selection with the market risk controls being applied by the Advisors
themselves.

CREDIT RISK

The risks associated with exchange-traded contracts are typically perceived
to be less than those associated with over-the-counter
(non-exchange-traded) transactions, because exchanges typically

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(but not universally) provide clearinghouse arrangements in which the
collective credit (in some cases limited in amount, in some cases not) of
the members of the exchange is pledged to support the financial integrity
of the exchange. In over-the-counter transactions, on the other hand,
traders must rely solely on the credit of their respective individual
counterparties. Margins, which may be subject to loss in the event of a
default, are generally required in exchange trading, and counterparties may
require margin in the over-the-counter markets.

The Partnership, through MM LLC, has credit risk in respect of its
counterparties and brokers, but attempts to mitigate this risk by dealing
exclusively with Merrill Lynch entities as clearing brokers.

The Partnership, through MM LLC, in its normal course of business, enters
into various contracts, with Merrill Lynch, Pierce, Fenner & Smith
("MLPF&S") acting as its commodity broker. Pursuant to the brokerage
agreement with MLPF&S (which includes a netting arrangement), to the extent
that such trading results in receivables from and payables to MLPF&S, these
receivables and payables are offset and reported as a net receivable or
payable in the financial statements of MM LLC in the Equity in commodity
futures trading accounts in the Statements of Financial Condition.

Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

MONTH-END NET ASSET VALUE PER SERIES A UNIT

(a) After reduction of $26.00 per Series A Unit distributions from inception to
date.
(b) After reduction of $29.50 per Series A Unit distributions from inception to
date.

Performance Summary

All of the Partnership's trading assets are invested in MM LLC. The Partnership
recognizes trading profits or losses as an investor in MM LLC. The following
commentary describes the trading results of MM LLC.

JANUARY 1, 2002 TO SEPTEMBER 30, 2002
- -------------------------------------

January 1, 2002 to March 31, 2002

The energy sector was the only profitable trading strategy for the quarter.
Natural gas short positions were profitable as the positions benefited from the
mild weather in the United States. The sector experienced large declines in
February due to increased concerns of the health of world economies. This lead
to price instability. Gains were realized in March in the physical commodity
markets, as fears of increased conflicts in the Middle East could potentially
result in a shortage of oil supplies.

Trading in stock indices resulted in losses for the quarter. Long equity
exposures suffered losses in choppy market conditions as profit forecasts fell
short and concern over the Enron accounting situation deepened. Uncertainty in
the global marketplace prevailed, making for extremely difficult trading

9

conditions. Long positions appreciated in March, notably in Japan, Germany and
France, but not enough to offset earlier losses.

Conflicting economic reports was the cause for losses in the interest rate
sector. These reports prompted the Advisors to flip exposures from long
positions to short positions in most major international bond markets during the
quarter. European fixed income exposures posted losses under particularly
direction-less markets. Global bond prices declined on growing optimism for a
stronger economic outlook for the remainder of 2002.

Trading in the metals sector was down for the quarter. Short positions in base
metals were unsuccessful early on as base metals prices soared on the hope that
an economic recovery in the United States would boost demand. Precious metal
prices declined as the U.S. economy continued to show signs of stabilizing and
inflation concerns waned. Long gold positioning generated gains as prices rose
above $300 for the first time in two years.

Currency trading resulted in losses for the Partnership. In January, gains were
generated in short Japanese yen positions as the Japanese yen continued to
depreciate against the U.S. dollar due to continued deterioration of economic
fundamentals in Japan. In February, all of the futures traded currencies
appreciated against the U.S. dollar, except the Canadian dollar. March was a
relatively volatile month for G-7 currencies. The U.S. dollar fell from 133 to
127.50 Japanese yen during the first week, and then almost completely reversed
the move by month-end, causing losses.

Agricultural trading was the least successful strategy. During January and
February, coffee prices were in a downward trend. This trend sharply reversed in
March as reduced exports from Mexico and Central America trimmed inventories of
exchange-approved soybeans in U.S. warehouses. As prices rose, the Partnership's
short positions sustained losses.

April 1, 2002 to June 30, 2002

Profits resulting from trading in the currency sector provided the Partnership
with the majority of its gains in the second quarter. The decline in the U.S.
dollar continued through June unabated fueled by the decline in the U.S. equity
markets.

The interest rate sector was profitable for the Partnership despite its slow
start. Yields on major debt-instruments continued to decline. U.S. fixed income
markets have rallied sharply due to the flight-to-safety effect as well as the
conviction that the U.S. Federal Reserve will raise rates later rather than
sooner.

The agricultural commodities sector posted small gains for the quarter. Strong
gains were posted in livestock and grains in April as prices trended downward.
Soybean by-products positions also contributed to the profits in this sector.
The continued weakness in the U.S. dollar and low stockpiles in grains and
soybeans should aid in sustaining a price rally in the summer months.

The metals sector sustained slight losses for the quarter. In June, the uptrend
in gold and silver reversed and losses were sustained on long position
eliminating profits earned earlier in the quarter.

Energy futures experienced whipsaw markets and trading brought in losses for the
Partnership. The market was volatile during the quarter due to continued turmoil
in the Middle East.

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Losses were experienced in the stock indices sector. The quarter began with the
stall of the appreciation in the U.S. and European equity markets in April due
to weak recovery expectations. The continued erosion of confidence in the
quarter about corporate earnings and the timing of recovery caused both the U.S.
and European markets to fall back.

July 1, 2002 to September 30, 2002

Results from the interest rate sector provided solid positive performance for
the Partnership. The yield curve on major debt instruments declined throughout
the quarter. This market environment was supported by the increased risk
aversion, the continued U.S. stock market decline and the conflicting reports
regarding the pace of the U.S. economic recovery. The economic news from Europe
also pointed to a weak recovery overseas.

Stock index futures also brought strong positive returns for the quarter. The
downward market trend created a good environment for short positions. Investors
in the equity markets were still liquidating equity exposure.

The energy sector pulled in positive performance despite choppy market
conditions throughout the quarter. Crude oil led the gains as continued talk of
military action against Iraq builds a risk premium into prices.

Agriculture commodities also had gains. Grains and soybeans rallied due to
weather and supply concerns. The summer drought produced expectations of a
reduced harvest this season. The sector returned some gains later in September,
as recent harvests were not as bad as was feared.

Metals produced gains this quarter, citing declines in precious and base metals
throughout the quarter due to liquidation pressures in the market. Gold,
however, had a weak rally during the second half of the quarter.

Currency trading was the only sector with overall losses. The sector was choppy
throughout the quarter making it difficult for any of the trend following
traders to lock onto a market trend.

The Partnership, as a member of a class of plaintiffs, received a settlement
payment in August relating to certain copper trades made by a number of
investors, including the Partnership, during a period in the mid-1990s. Members
of the class were those who purchased or sold Comex copper futures or options
contracts between June 24, 1993 and June 15, 1996. The amount of the settlement
for the Partnership was $308,142, which is included in the realized profit of
the Partnership. The effect of the settlement payment was included in the
August performance of those series in existence during the period from June
1993 through June 1996.

JANUARY 1, 2001 TO SEPTEMBER 30, 2001
- -------------------------------------

January 1, 2001 to March 31, 2001

Trading in the interest rate sector was highly profitable for the Partnership
during the quarter. Long positions in the Euro resulted in gains in January. The
impact of the weakening U.S. economy and the Federal Reserve's move to cut
interest rates was felt throughout the interest rate futures market, as Euro
futures contracts rose dramatically since December 2000. Euro-yen and Euro-bund
cross futures trading produced gains for the sector.

Agricultural trading was profitable despite losses sustained early in the
quarter. During January, the agricultural sector faced weak grain and oilseed
prices. Excellent growing weather in the U.S., Argentina and Brazil, concerns
about U.S. export potential and inventories at historically high levels, kept
the

11

markets on the defensive. Contract lows in cotton produced gains for short
positions. The cotton market sank to a 15-year low as a result of short supply
and increased demand. Potential increased planting, paired with a drop in
demand, forced prices lower.

Currency trading resulted in gains for the Partnership. Losses were realized
during January and February on long Euro and Swiss franc trading. After rallying
from a low of 82--83 cents to 96 cents, the Euro fell back to the 90 cent level,
despite strong fundamentals. This resulted in losses for the Partnership's long
positions. The sector rebounded strongly in March on substantial gains from
short Japanese yen positions.

Trading in the metals markets was successful. Losses from short silver positions
were sustained in January as silver had a minor technical run as it reached its
four month high. Short silver positions were profitable in February as silver
prices reversed its earlier trend and declined as the market was generally weak
and on gold's failure to rally weighed on the market. March was a volatile
trading month as another attempted gold rally failed, resulting in gains in
short positions.

Stock index trading was moderately successful despite uncertainty in equity
markets. Short S&P 500 and NASDAQ positions resulted in gains as global equity
markets remain caught between negative news about earnings and the potential
positive effects of further monetary easing.

Energy trading was the only unprofitable sector during the quarter. Natural gas
prices pulled back in January after rallying during the last few months,
resulting in losses. Crude oil prices were driven lower by both a seasonal
downturn in global oil usage and heavier than normal refinery maintenance work,
reducing the demand. Short natural gas positions were unprofitable in March on
concerns over supply availability.

April 1, 2001 to June 30, 2001

Trading in agricultural commodities was profitable despite a sluggish start to
the quarter. The market for grains has been weak throughout the beginning of
2001. Excellent crops in Argentina and Brazil and a good start to the U.S.
growing season has resulted in weakness in the grain complex. Also, during the
quarter, profits from short corn and cotton positions outweighed losses from
soybeans.

Stock index trading was profitable for the Partnership as long NASDAQ 100
positions outweighed losses from German DAX trading. Trading in S&P contracts
was successful despite continued volatility.

Trading in the energy sector was down slightly. Despite profitable unleaded gas
trading, losses were posted on long light crude oil and heating oil positions.
Crude prices fell due to increased total inventories, stemming from the effects
of crude oil stores rising more than 42 million barrels over the last few
months. The energy sector faded from downside pressure from a slowing global
economy, inventory surplus and OPEC's decision to leave production levels
unchanged.

Currency trading suffered losses, particularly in Euro and Japanese yen
positions. The further weakening of the Euro and Japanese yen displayed how the
global economy is not immune to the slowdown of the U.S. economy. Gains were
posted in the Canadian dollar at quarter end due to a healthy trade surplus and
a favorable short-term interest rate differential.

The metals sector performed poorly. Weakness in the Euro, a decline in the
Australian dollar to all time lows and producer and Central Bank selling sent
gold prices lower. Silver trading was volatile, as China's silver exports have
been high due to poor domestic demand, adversely affecting prices.

12

Trading in the interest rate markets accounted for most of the Partnership's
trading losses for the quarter. Positions in Euro-bund futures, three-month
Euribor futures and U.S. ten-year notes were unprofitable.

July 1, 2001 to September 30, 2001

Trading in the interest rate sector was very successful as significant gains
were realized throughout the quarter on Eurodollar positions. These gains more
than offset losses on U.S. Treasury and Japanese ten-year bonds. Swiss franc
short term interest rate contract trading and short Sterling 500 positions
offset losses on long Gilt positions in September.

Metals trading was profitable throughout the quarter. Positions in aluminum,
copper, silver and nickel produced profits. Long gold positions were profitable
as investors flocked to gold for safety in the aftermath of the terrorist
attacks.

Stock index trading was also successful as the Partnership's various short
positions were profitable. Major indices in the world markets fell as corporate
earnings, in general, were poor and the global economic slump would worsen as a
result of the terrorist attacks.

Trading in the energy sector was moderately unsuccessful. The sector continued
to face downside pressure as in the prior months. Natural gas prices fell as the
heat wave in the Northeast dissipated. Oil prices sank, as traders feared the
attacks would not only cripple the airline industry (a major consumer of oil),
but would also trigger a global economic recession, cutting the demand for oil.

Agricultural trading was unprofitable during the quarter. Early gains from
coffee failed to outpace losses from corn and short wheat positions. Grain
prices rose in July on concerns that hot and dry weather would cause lower 2001
production. Soybeans fell on fears of larger than expected crop outputs. Cotton
fell to a 15-year low due to abundant crops. Cattle fell to a one-year low on
demand concerns.

Trading in the currency markets was unprofitable. Losses were sustained from
Canadian dollar and Swiss franc positions early on. Short Japanese yen positions
were unprofitable in August. Long British pound positions were profitable in
September as the currency appreciated versus the U.S. dollar on concerns over
the negative economic implications from the September 11 terrorist attacks.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 4. Controls and Procedures

MLIM Alternative Strategies LLC, the General Partner of ML Principal Protection
L.P., with the participation of the General Partner's Chief Executive Officer
and the Chief Financial Officer, has evaluated the effectiveness of the design
and operation of its disclosure controls and procedures with respect to the
Partnership within 90 days of the filing date of this quarterly report, and,
based on their

13

evaluation, have concluded that these disclosure controls and procedures are
effective. Additionally, there were no significant changes in the Partnership's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

14

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There are no pending legal proceedings to which the Partnership
or MLIM AS LLC is a party.

Item 2. Changes in Securities and Use of Proceeds

(a) None.
(b) None.
(c) None.
(d) None.

Item 3. Defaults Upon Senior Securities

None.

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) Exhibits

There are no exhibits required to be filed with this report.

(b) REPORTS ON FORM 8-K

There were no reports on Form 8-K filed during the first nine
months of fiscal 2002.

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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.

ML PRINCIPAL PROTECTION L.P.
----------------------------

By: MLIM ALTERNATIVE STRATEGIES LLC
(General Partner)

Date: November 14, 2002 By /s/ FABIO P. SAVOLDELLI
------------------------
Fabio P. Savoldelli
Chairman, Chief Executive Officer and Manager
(Principal Executive Officer)

Date: November 14, 2002 By /s/ MICHAEL L. PUNGELLO
-----------------------
Michael L. Pungello
Vice President, Chief Financial Officer
and Treasurer
(Principal Financial and Accounting Officer

16

EXHIBIT 99

FORM OF CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63
OF TITLE 180 OF THE UNITED STATES CODE

I, Fabio P. Savoldelli, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ML Principal
Protection L.P.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, is made known to us by
others within those entities, particularly during the period in which this
quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
board of directors (or persons performing the equivalent function):

a) all significant deficiencies, if any, in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal controls;
and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

- -----------------------
By /s/ FABIO P. SAVOLDELLI
-----------------------
Fabio P. Savoldelli
Chairman, Chief Executive Officer and Manager
(Principal Executive Officer)

17

EXHIBIT 99

FORM OF CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63
OF TITLE 180 OF THE UNITED STATES CODE

I, Michael L. Pungello, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ML Principal
Protection L.P.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, is made known to us by
others within those entities, particularly during the period in which this
quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
board of directors (or persons performing the equivalent function):

a) all significant deficiencies, if any, in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

- -----------------------
By /S/ MICHAEL L. PUNGELLO
-----------------------
Michael L. Pungello
Vice President, Chief Financial Officer
and Treasurer
(Principal Financial and Accounting Officer)

18