Certification

I, Timothy W. Miciotto, Senior Vice President, ChiefFinancial Officer, certify that:

1.   I have reviewed this quarterly report;

2.   Based on my knowledge, this report does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report; 

3.   Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this report; 

4.   The registrant's other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlover financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared; 

b)      Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

c)      Evaluatedthe effectiveness of the registrant's disclosure controls and procedurespresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

d)   Disclosed in this report any change in theregistrant's internal control over financial reporting that occurred during theregistrant's first fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant's internal control overfinancial reporting; and

5.   The registrant's other certifying officer and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant's auditors and the audit committee ofregistrant's board of directors (or persons performing the equivalentfunctions):

a)   All significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant's ability to record,process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant'sinternal control over financial reporting.

 

May 10, 2005

  /s/ TIMOTHY W. MICIOTTO                            Timothy W. Miciotto                          Chief Financial Officer