===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 11-K

(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

                  For the fiscal year ended DECEMBER 31, 2001

                                       OR

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

        For the transition period from ______________ to _______________

                         Commission file number 0-26058


A.       Full title of the plan and the address of the plan, if different from
that of the issuer named below:

                   KFORCE INC. 401(k) RETIREMENT SAVINGS PLAN
                             1001 EAST PALM AVENUE
                                TAMPA, FL 33605

B.       Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:

                                  KFORCE INC.
                             1001 EAST PALM AVENUE
                                TAMPA, FL 33605

===============================================================================





KFORCE 401(K) RETIREMENT SAVINGS PLAN

TABLE OF CONTENTS
--------------------------------------------------------------------------------




                                                                                                                PAGE
                                                                                                             
INDEPENDENT AUDITORS' REPORTS                                                                                      1

FINANCIAL STATEMENTS:

  Statements of Net Assets Available for Benefits
    as of December 31, 2001 and 2000                                                                              2

  Statement of Changes in Net Assets Available for Benefits
    for the Year Ended December 31, 2001                                                                          3

  Notes to Financial Statements                                                                                   4

SUPPLEMENTAL SCHEDULE:

  Form 5500, Schedule H, Part IV, Line 4i - Assets Held for Investment Purposes
    as of December 31, 2001                                                                                      10




Schedules not filed herewith are omitted because of the absence of conditions
under which they are required.






INDEPENDENT AUDITORS' REPORT


To the Participants and Administrator of
    Kforce 401(k) Retirement Savings Plan f/k/a kforce.com, Inc. 401(k)
    Retirement Savings Plan:

We have audited the accompanying statements of net assets available for benefits
of the Kforce 401(k) Retirement Savings Plan (the "Plan") as of December 31,
2001 and 2000, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2001. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2001 and 2000, and the changes in net assets available for benefits for the year
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.

Our 2001 audit was conducted for the purpose of forming an opinion on the basic
2001 financial statements taken as a whole. The supplemental schedule of Assets
Held for Investment Purposes as of December 31, 2001 is presented for the
purpose of additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule is the
responsibility of the Plan's management. Such supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic 2001
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ DELOITTE & TOUCHE LLP
Certified Public Accountants

Tampa, Florida
May 10, 2002






KFORCE 401(K) RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001 AND 2000
--------------------------------------------------------------------------------




                                                                               2001               2000
                                                                           ------------        ------------
                                                                                         
INVESTMENTS - At fair value (including $926,702 and $717,879
  of participant loans at December 31, 2001 and 2000, respectively)        $ 69,721,573        $ 66,635,438
                                                                           ------------        ------------

RECEIVABLES:
  Employer contributions                                                         40,265             874,170
  Employee contributions                                                        223,764             286,181
  Accrued interest and dividends                                                 18,507              16,104
                                                                           ------------        ------------

           Total receivables                                                    282,536           1,176,455
                                                                           ------------        ------------

CASH AND CASH EQUIVALENTS                                                        66,420              68,467
                                                                           ------------        ------------

NET ASSETS AVAILABLE FOR BENEFITS                                          $ 70,070,529        $ 67,880,360
                                                                           ============        ============



The accompanying notes are an integral part of these financial statements.



                                   -2-




KFORCE 401(K) RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2001
--------------------------------------------------------------------------------



                                                         
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
  Investment income:
    Interest and dividends                                  $ 2,288,220
    Loan interest                                                61,785
                                                            -----------

                                                              2,350,005
                                                            -----------

  Contributions:
    Participant                                               9,773,624
    Employer                                                     50,630
    Rollovers from other qualified plans                        810,346
    Other                                                        51,271
                                                            -----------

           Total contributions                               10,685,871
                                                            -----------

  Net appreciation in fair value of investments               2,302,175
                                                            -----------

           Total additions                                   15,338,051
                                                            -----------

DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
  Benefits paid to participants                              13,142,092
  Administrative expenses                                         5,790
                                                            -----------

           Total deductions                                  13,147,882
                                                            -----------

NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS             2,190,169

NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR         67,880,360
                                                            -----------

NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR              $70,070,529
                                                            ===========



The accompanying notes are an integral part of these financial statements.


                                      -3-





KFORCE 401(K) RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.       DESCRIPTION OF THE PLAN

         The Kforce 401(k) Retirement Savings Plan (the "Plan") is sponsored by
         Kforce Inc. (the "Plan Sponsor" or the "Company").

         Effective January 1, 2001, the Plan was amended and restated to
         incorporate changes made by the Uruguay Round Agreements Act, the
         Uniformed Services Employment and Reemployment Rights Act of 1994, the
         Small Business Job Protection Act of 1996, the Taxpayer Relief Act of
         1997, the Internal Revenue Service Restructuring and Reform Act of
         1998, and the Community Renewal Tax Relief Act of 2000 (collectively
         referred to as "GUST Amendments"). The Plan Sponsor has submitted the
         Plan for a determination letter that considers the changes in the
         qualification requirements made by the GUST Amendments.

         The following description of the Plan is provided for general
         information purposes. Participants should refer to the Plan agreement
         for a more complete description of the Plan provisions. The Plan is
         subject to the provisions of the Employee Retirement Income Security
         Act of 1974 ("ERISA").

         GENERAL - The Plan is a defined contribution plan covering
         substantially all full-time employees, except those that meet certain
         exceptions. The Plan is administered by the Company. Merrill Lynch
         Trust Company (the "Trustee") is the trustee and record keeper of the
         Plan.

         ELIGIBILITY - All employees are eligible to participate in the Plan
         with the exception of the following:

            -   Employees who are leased employees under Internal Revenue Code
                (the "Code") Section 414(n).

            -   Employees who are covered by a collective bargaining agreement
                that does not provide for participation in the Plan.

            -   Employees who are nonresident aliens with no U.S. source earned
                income.

            -   Individuals who are performing service as independent
                contractors or consultants regardless of whether they are
                subsequently determined to be common law employees.

            -   Employees who are not on the U.S. payroll.

            -   Employees who are assigned to perform services primarily for the
                Emergency Response Staffing division of the Company.

         CONTRIBUTIONS - Participants may contribute up to 15% of their
         compensation for the year subject to the limitations provided in the
         Code, which was $10,500 for 2001. Company matching and other
         contributions are made at the discretion of the Board of Directors in
         amounts not to exceed the maximum permitted as a deductible expense by
         the Code. Company contributions, if any, are funded annually to
         eligible participants remaining in the Plan at each year-end. Eligible
         participants are employees who have completed at least 1,000 hours as
         of the last day of the Plan year, or who have terminated employment
         because of death, or total disability or after reaching age 55. No
         Company matching or other contributions were made in 2001.


                                      -4-




         All contributions to the Plan are deposited with the Trustee.
         Contributions are then directed at the employee's discretion into the
         investment options described below. Investment elections may be changed
         by the employee at any time.

            -   Merrill Lynch Retirement Preservation Trust - A collective trust
                which seeks to provide preservation of participant's
                investments, liquidity, and current income that is typically
                higher than money market funds. The fund invests primarily in a
                broadly-diversified portfolio of Guaranteed Investment Contracts
                and in obligations of U.S government and U.S. government agency
                securities.

            -   MFS Total Return Fund - A fund which seeks above-average income
                growth consistent with the prudent employment of capital and may
                invest up to 20% of its total assets in high-yield securities,
                as well as 20% of its total assets in foreign and emerging
                market securities.

            -   Alliance Growth and Income Fund - A fund which seeks income and
                capital appreciation by investing primarily in dividend-paying
                common stock of high quality companies.

            -   Alliance Quasar Fund - A fund which seeks growth of capital by
                investing principally in equity securities issued by
                predominantly small companies within any industry which fund
                management believes has capital appreciation potential.

            -   Templeton Foreign Fund - A fund which seeks long term capital
                growth by investing primarily in stocks and debt obligations of
                companies and governments outside the United States.

            -   Merrill Lynch Small Cap Value Fund, formerly the Merrill Lynch
                Special Value Fund - A fund which seeks long-term growth of
                capital by emphasizing securities of relatively small-market
                capitalization companies, as well as emerging growth companies,
                that fund management believe have special investment value,
                regardless of size.

            -   Merrill Lynch Corporate Bond Fund - A fund which seeks capital
                appreciation by investing primarily in investment grade
                corporate fixed-income securities with a maximum remaining
                maturity of 10 years.

            -   PIMCO Total Return Fund - A fund which seeks to maximize total
                return, consistent with preservation of capital and prudent
                investment management. Under normal circumstances, the fund
                invests at least 65% of its assets in a diversified portfolio of
                fixed-income securities of varying maturities.

            -   Merrill Lynch Equity Index Trust - A trust which seeks to
                replicate the total return of the Standard & Poor's 500
                Composite Stock Price Index (S&P 500 Index). This index is a
                means to measure the performance of a broad base of large U.S.
                corporations. The trust invests primarily in a portfolio of
                equity securities (stocks) designed to substantially equal or
                "match" the performance of this index, before expenses.

            -   Pioneer Growth Shares A Fund - A fund which seeks capital
                appreciation; current income is incidental. The fund invests
                primarily in equities.

            -   Fidelity Advisors Overseas Fund - A fund which seeks capital
                growth by investing at least 65% of its total assets in foreign
                securities. The fund manager intends to diversify investments
                across various countries and regions. To determine geographic
                allocation, fund management takes into consideration the size of
                the market in each country relative to the size of the
                international market as a whole.


                                      -5-




            -   Dreyfus Premier Small Cap Value Fund - This fund primarily
                invests in stocks of micro-cap companies, which are
                characterized as "growth" companies. The fund also invests in
                companies with larger market capitalizations if the portfolio
                managers believe they represent better prospects for capital
                appreciation.

            -   John Hancock Small Cap Growth Fund - A fund which seeks
                long-term capital appreciation by investing at least 80% of its
                total assets in a diversified portfolio of common stocks or
                similar securities (including preferred stocks and convertible
                securities) of domestic and foreign emerging growth companies
                with market capitalizations of less than $1 billion. Fund
                management looks for shares of relatively unrecognized companies
                experiencing rapid growth, and shares of established companies
                offering the possibility of accelerating earnings due to new
                management, products or opportunities. The fund may buy and sell
                certain "derivative" instruments, contracts or options for the
                purpose of hedging or increasing its return, when advisable and
                consistent with the fund's investment objective, subject to
                certain limitations.

            -   Lazard High Yield Portfolio Fund - A portfolio which seeks
                maximum total return from a combination of capital appreciation
                and current income by investing 80% in U.S. high-yielding, fixed
                income securities rated, at the time of purchase, below
                investment grade. It may also invest in mortgage-related
                securities, asset-backed securities, zero coupon securities,
                municipal securities, preferred stock and convertible securities
                of U.S. and non-U.S. issuers. The portfolio may invest, to a
                limited extent in companies in, or governments of, emerging
                market countries.

            -   Fidelity Advisor Equity Growth Fund - A fund seeks to achieve
                capital appreciation by investing at least 65% of its total
                assets in common stocks, preferred stocks, and securities
                convertible into common stock of companies with above average
                growth characteristics. Growth may be measured by such factors
                as earnings and revenue. The fund may invest in securities of
                foreign issuers in addition to securities of domestic issuers.

            -   Retirement Cash Management Account - A self-directed investment
                option permitting participants to invest in investments other
                than those listed above (including investments in common stocks,
                money market funds and mutual funds).

            -   Kforce Inc. Common Stock - An investment option permitting
                participants to invest in Company common stock.

         PARTICIPANT ACCOUNTS - Each participant's account is self-directed and
         is credited with the participant's contributions, the Company's
         matching and other contributions and Plan earnings. The benefit to
         which a participant is entitled is the benefit that can be provided
         from the participant's vested account. The participant's account
         balance is reduced for any participant withdrawals, participant loans,
         and applicable expenses. For those participants that were enrolled in
         the Plan prior to 2001, a profit sharing account may be maintained by
         the Trustee to account for previous years' profit sharing
         contributions. The Plan document has been amended, and as such, profit
         sharing contributions are no longer made.

         ROLLOVERS - All employees who meet the Plan eligibility requirements
         are eligible to make cash rollover contributions to the Plan from a
         previous employer's qualified retirement plan or a conduit IRA.


                                      -6-




         VESTING - Participants are immediately vested in their contributions
         plus actual earnings thereon. Company contributions and earnings vest
         at 10%, 30%, and 60% after 2, 3, and 4 years of vesting service,
         respectively. Company contributions become 100% vested upon:

            -   Normal retirement

            -   Total disability

            -   Death

            -   Completion of five years of vesting service

            -   Plan termination

         IN-SERVICE WITHDRAWALS - Participants may request the following types
         of in-service withdrawals from the Plan during any given calendar
         month:

            -   Age 59 1/2

            -   Financial hardship

            -   Withdrawals from profit sharing account

         PLAN TERMINATION - Although it has not expressed any intent to do so,
         the Company has the right under the Plan to discontinue its
         contributions at any time and to terminate the Plan subject to the
         provisions of ERISA. In the event of Plan termination, participants
         will become 100% vested in their accounts and the trust shall continue
         until all Participants' accounts have been completely distributed to
         each Participant (or their designated beneficiary) in accordance with
         the Plan.

         LOANS - Participants may borrow money from their vested account balance
         for any reason. The maximum amount available for loans is the lesser of
         $50,000 reduced by the participant's highest loan balance outstanding
         in the twelve months prior to the date of the loan or 50% of the
         participant's vested account balance. The minimum amount for a loan is
         $500.

         Loan repayments must have a definite repayment period not to exceed
         five years unless the loan is for the purchase of a principal
         residence, in which case the repayment period must not exceed 15 years.
         Participant loans, including interest thereon, are taxable to the
         participant upon default, as well as subject to applicable excise
         penalties.

         The loans are collateralized by the balance in the participant's
         account and bear interest at any reasonable rate.

         PAYMENT OF BENEFITS - On termination of service, a participant may
         elect an immediate single-sum payment.

         Additionally, participants of the Plan who were initially participants
         of the Romac International, Inc. Employees' 401(k) Retirement Savings
         Plan and the UQ 401(k) Plan prior to the merger of these plans into the
         Plan, who have accounts greater than $5,000, may elect to receive equal
         installments over a period not to exceed the participant's (or
         participant's beneficiary's) life expectancy determined at the time of
         distribution. An immediate distribution from the Plan is made and the
         annuity is established with an outside third party.

         At December 31, 2001, there were approximately $67,000 in distribution
         payments that were processed and approved for payment by the Plan, but
         not yet paid to participants. At December 31, 2000, there were
         approximately $59,000 in distribution payments that were processed and
         approved for payment by the Plan, but not yet paid to participants.


                                      -7-




         FORFEITED ACCOUNTS - Nonvested balances resulting from Company
         contributions will be forfeited upon the date the participant incurs
         five consecutive one-year breaks in service or receives a distribution.
         A one-year break in service is any year a participant works less than
         500 hours. For terminated employees who receive a distribution but who
         are re-employed during the five consecutive years following
         termination, the forfeiture amount shall be restored to the
         participant's account if the participant pays back the full amount of
         the distribution within five years of the re-employment date.

         Forfeited balances will be used first to fund any restorations and then
         to reduce administrative expenses properly payable by the Plan. If any
         forfeitures remain unallocated, they shall be used to reduce employer
         matching contributions, if any, then to reduce employer qualified
         nonelective contributions, and finally to increase the employer
         matching contributions. Any remaining forfeitures shall be credited to
         a suspense account to be used for future restorations. For the year
         ended December 31, 2001, there were no matching contributions.
         Additionally, no restorations were made out of forfeited funds for the
         year ended December 31, 2001. Qualified nonelective contributions of
         approximately $41,000 were made out of the forfeitures account during
         the year ended December 31, 2001. The suspense account is maintained in
         the Merrill Lynch Retirement Preservation Trust. Forfeited funds in the
         suspense account at December 31, 2001 and 2000 were approximately
         $684,000 and $461,000, respectively.

2.       SUMMARY OF ACCOUNTING POLICIES

         BASIS OF ACCOUNTING - The Plan's financial statements are prepared in
         accordance with accounting principles generally accepted in the United
         States of America. Benefit payments are reported on a cash basis in
         accordance with guidelines of the American Institute of Certified
         Public Accountants.

         USE OF ESTIMATES - The preparation of the financial statements in
         conformity with accounting principles generally accepted in the United
         States of America requires the use of estimates and assumptions that
         affect the reported amounts of net assets available for benefits and
         the related changes in the net assets available for benefits. Actual
         results could differ from those estimates.

         VALUATION OF INVESTMENTS - The Plan's investments are stated at fair
         value, based on quoted market prices. Shares of mutual funds and
         collective trusts are valued at the net asset value of shares held by
         the Plan at year-end. Loans are carried at cost which approximates
         market value.

         CONTRIBUTIONS - Employee contributions are recorded when salary or
         bonus is earned. Company contributions are recorded when authorized.

         Purchases and sales of securities are recorded on a trade-date basis.

         PAYMENT OF BENEFITS - Benefits are recorded when paid.

         EXPENSES OF PLAN - Certain expenses incurred in the administration of
         the Plan are paid by the Plan participants. The Company pays a portion
         of the expenses for services necessary for the administration of the
         Plan.

         ACCOUNTING PRONOUNCEMENTS - In June 1998 the Financial Accounting
         Standards Board issued Statement of Financial Accounting Standards
         ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging
         Activities (SFAS No. 133). In June 2000, the FASB issued SFAS No. 138,
         Accounting for Certain Derivative Instruments and Hedging Activities,
         an amendment of SFAS No. 133, which amends certain provisions of SFAS
         No. 133 and provides additional guidance. The Plan has adopted SFAS No.
         133, as amended, as of January 1, 2001. The adoption of SFAS No. 133
         did not have a material impact on the Plan's financial statements.


                                      -8-





3.       TAX STATUS

         The Plan obtained its latest favorable determination letter dated June
         8, 1999, in which the Internal Revenue Service stated that the Plan, as
         then designed, was in compliance with the applicable requirements of
         the Code. The Plan has been amended and restated since receiving the
         determination letter. However, the Company believes that the Plan is
         currently designed and being operated in compliance with the applicable
         requirements of the Code. Therefore, the Company believes that the Plan
         was qualified and the related trust was tax exempt as of the financial
         statement dates. Subsequent to December 31, 2001, the Plan filed for a
         new determination letter.

4.       PARTY-IN-INTEREST TRANSACTIONS

         Plan investments include shares of a collective trust and mutual funds
         managed by the Trustee and, therefore, these transactions qualify as
         party-in-interest. Fees paid by the Plan participants for the
         investment management services amounted to approximately $6,000 for the
         year ended December 31, 2001.

5.       INVESTMENTS

         The following presents investments, at fair value, that represent 5% or
         more of the Plan's net assets as of December 31, 2001 and 2000:

            
            
                                                                          DECEMBER 31,
                                                               --------------------------------
            DESCRIPTION OF INVESTMENT                               2001                2000
                                                                             
            Merrill Lynch Small Cap Value Fund                 $  8,903,553        $  6,990,622
            Merrill Lynch Retirement Preservation Trust           7,833,795           7,475,054
            Alliance Growth and Income Fund                      20,054,388          21,850,986
            Templeton Foreign Fund                                6,675,510           7,372,017
            Kforce Inc. common stock                              9,326,812           4,945,380
            MFS Total Return Fund                                 3,607,793           3,952,225
            

         The Plan's investments, including gains and losses on investments
         purchased, sold and held during the year, appreciated (depreciated) in
         value as follows:


                                                       YEAR ENDED
                                                       DECEMBER 31,
                                                          2001
                                                      ------------
                                                   
            Mutual funds and collective trusts        $ (1,108,563)
            Kforce Inc. common stock                     5,474,698
            Common stock investments                    (2,063,960)
                                                      ------------

                                                      $  2,302,175
                                                      ============



6.       SUBSEQUENT EVENTS

         Subsequent to December 31, 2001, the Plan was amended to reflect
         certain provisions of the Economic Growth and Tax Relief Reconciliation
         Act of 2001 ("EGTRRA").


                                     ******


                                      -9-







KFORCE 401(K) RETIREMENT SAVINGS PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4I
ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 2001
--------------------------------------------------------------------------------




IDENTITY OF PARTY INVOLVED                             DESCRIPTION OF ASSET                              CURRENT VALUE
                                                                                                       
Kforce Inc.                                            Common Stock                                       $   9,326,812

Merrill Lynch Equity Index Trust *                     Collective Trust                                       2,887,798
Merrill Lynch Retirement Preservation Trust*           Collective Trust                                       7,833,795

Pioneer Growth Shares A Fund                           Mutual Fund                                              705,029
Pimco Total Return Fund                                Mutual Fund                                            2,816,668
MFS Total Return Fund                                  Mutual Fund                                            3,607,793
Alliance Growth And Income Fund                        Mutual Fund                                           20,054,388
Alliance Quasar Fund                                   Mutual Fund                                            1,461,181
Templeton Foreign Fund                                 Mutual Fund                                            6,675,510
Merrill Lynch Small Cap Value Fund*                    Mutual Fund                                            8,903,553
Dreyfus Premier Small Cap Value Fund                   Mutual Fund                                              113,083
Fidelity Advisor Overseas Fund                         Mutual Fund                                               25,089
John Hancock Small Cap Growth Fund                     Mutual Fund                                               72,478
Lazard High Yield Portfolio Fund                       Mutual Fund                                               23,537
Fidelity Advisor Equity Growth Fund                    Mutual Fund                                              309,869

Pending Settlement Fund                                N/A                                                        7,754
Participant Loans*                                                                                              926,702

Retirement Cash Management Account                     Self-Directed Option                                  3,970,534
                                                                                                          ------------

                                                                                                          $ 69,721,573
                                                                                                          ============



* Party-in-interest



                                      -10-




                                   SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.


                                Kforce Inc. 401(k) Retirement Savings Plan
                                               (Registrant)


    06/28/02                               /s/ William L. Sanders
-----------------               -----------------------------------------------
     (Date)                     William L. Sanders
                                Plan Administrator and Chief Financial Officer


                                     -11-



                                 EXHIBIT INDEX




Number   Exhibit
------   -------

      
23       Independent Auditors' Consent