FORM 5

Check box if no longer subject to Section 16. Form 4 or Form 5 obli gations may continue. See Instruc tion 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

2. Issuer Name and Ticker or Trading Symbol

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1. Name and Address of Reporting Person*

(Last)

(First)

(Middle)

3. Statement for Issuer's Fiscal Year Ended (Month//Day/Year)

4. If Amendment, Date Original Filed (Month/Day/Year)

5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give _____ Other (specify title below) below)

____________________________
6. Individual or Joint/Group Reporting
(check applicable line)

(Street)

_____ Form Filed by One Reporting Person _____ Form Filed by More than One Reporting Person

(City) 1. Title of Security

(Instr. 3)

(State)

(Zip) 2. Transaction Date

(Month/ Day/ Year)

Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

2A.Deemed 3. Trans- 4. Securities Acquired (A) or action Disposed of (D) ExecuCode (Instr. 3, 4 and 5) tion (Instr. 8) Date, if any (Month/ (A) or Day/ Amount (D) Year)

6. Owner- 7. Nature of 5. Amount of ship Indirect Securities BenForm: DiBeneficial eficially Owned rect (D) Ownership at end of (Instr. 4) or IndiIssuers Fiscal rect (I) Year Price
(Instr. 3 and 4) (Instr. 4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see instruction 4(b)(v). Potential persons who are to respond to the collection of informa-

tion contained in this form are not required to respond unless the form displays a currently valid OMB control number.

(Over) SEC 2270 (11-11)

FORM 5 (continued)

Table II Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative 2. Conver 3. Trans 3A.Deemed 4. Transac 5. Number of Deriva 6. Date Exercis 7. Title and Amount of Underly 8. Price 9. Number 10. Owner 11. Nature of Security sion or tive Securities Ac able and Expi of De ship Indirect ing Securities of tion action Execetion (Instr. 3) (Instr. 3 and 4) Exer Date, if quired (A) or Dis ration Date rivative Form Benefi De Code Date (Month/ (Instr. 8) (Month/Day/ cise any posed of (D) Securi of De cial riva Year) (Instr. 3, 4, and 5) Price of Day/ (Month/ ties Ben rivative Owner tive Year) Day/ Deriva eficially Securi ship Secu (Instr. 4) tive Se Year) Owned ties: rity (Instr. 5) curity at End of Direct Issuer's (D) or Fiscal Indirect Date Expira Amount or Year (I) Exer tion Number of (Instr. (Instr. 4) cisable Date Title Shares 4) (A) (D)

Explanation of Responses:

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

** Signature of Reporting Person

Date

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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