UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q/A
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from      to   Commission file number 0-29370
  ULTRA PETROLEUM CORP.
 (Exact name of registrant as
    specified in its charter)
   Yukon Territory, Canada

N/A(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. employer
    identification number)363 North Sam Houston Parkway,
    Suite 1200, Houston, Texas

77060(Zip code)(Address of principal executive
    offices)   (281) 876-0120
 (Registrants telephone
    number, including area code)
   þ o
  Rule 12b-2 þ o
  Rule 12b-2
 Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




---



##### 



EXPLANATORY
    NOTE
       2




---



##### 



TABLE
    OF CONTENTS
  PART I  FINANCIAL INFORMATIONITEM 1


FINANCIAL STATEMENTS


4ITEM 2


MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
    AND RESULTS OF OPERATIONS


20ITEM 3


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


25ITEM 4


CONTROLS AND PROCEDURES


26PART II  OTHER INFORMATIONITEM 1.


LEGAL PROCEEDINGS


27ITEM 1A.


RISK FACTORS


27ITEM 2.


CHANGES IN SECURITIES AND USE OF PROCEEDS


27ITEM 3.


DEFAULTS IN SENIOR SECURITIES


27ITEM 4.


SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS


27ITEM 5.


OTHER INFORMATION


27ITEM 6.


EXHIBITS


28SIGNATURES


29EXHIBIT INDEX


30  3




---



##### 



PART I 
    FINANCIAL INFORMATION  ITEM 1 
    FINANCIAL
    STATEMENTS  ULTRA
    PETROLEUM CORP.
  CONSOLIDATED
    STATEMENTS OF INCOME
  For the Three MonthsEnded March 31,2008


2007Restated(Unaudited)(Amounts in thousands of U.S. dollars, except per share
    data)Revenues:Natural gas sales

$
249,121


$
147,284Oil sales


22,016



9,292Total operating revenues


271,137



156,576Expenses:Production expenses and taxes


61,327



28,684Depletion and depreciation


42,250



29,629General and administrative


4,345



3,218Total operating expenses


107,922



61,531Operating income


163,215



95,045Other income (expense):Interest expense


(5,272
)


(2,700
)Unrealized gain (loss) on commodity derivatives


(27,673
)


Interest income


150



327Total other income (expense), net


(32,795
)


(2,373
)Income before income tax provision


130,420



92,672Income tax provision


47,021



32,030Net income from continuing operations


83,399



60,642(Loss) income from discontinued operations, net of tax (benefit)
    provision of ($36) and $3,985, respectively


(67
)


5,949Net income


83,332



66,591Retained earnings, beginning of period


887,820



624,784Retained earnings, end of period

$
971,152


$
691,375Basic Earnings per Share:Income per common share from continuing operations

$
0.55


$
0.40Income per common share from discontinued operations

$
0.00


$
0.04Net income per common share

$
0.55


$
0.44Fully Diluted Earnings per Share:Income per common share from continuing operations

$
0.53


$
0.38Income per common share from discontinued operations

$
0.00


$
0.04Net income per common share

$
0.53


$
0.42Weighted average common shares outstanding  basic


152,501



151,928Weighted average common shares outstanding  fully
    diluted


158,083



159,112    4




---



##### 



ULTRA
    PETROLEUM CORP.
  CONDENSED
    CONSOLIDATED BALANCE SHEETS
  March 31,


December 31,2008


2007Restated(Unaudited)(Amounts in thousands of U.S. dollars)ASSETSCurrent assetsCash and cash equivalents

$
46,339


$
10,632Restricted cash


2,598



2,590Accounts receivable


138,012



135,849Derivative assets






5,625Inventory


12,509



13,333Prepaid drilling costs and other current assets


3,892



424Total current assets


203,350



168,453Oil and gas properties, net, using the full cost method of
    accountingProved


1,676,670



1,537,751Unproved


36,705



36,778Property, plant and equipment


4,903



4,739Deferred financing costs, derivative assets and other


5,921



3,861Total assets

$
1,927,549


$
1,751,582LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilitiesAccounts payable and accrued liabilities

$
164,725


$
140,641Derivative liabilities


53,175



Current taxes payable






10,839Capital cost accrual


94,473



88,445Total current liabilities


312,373



239,925Long-term debt


300,000



290,000Deferred income tax liability


352,560



341,406Other long-term obligations


40,619



26,672Total shareholders equity


921,997



853,579Total liabilities and shareholders equity

$
1,927,549


$
1,751,582    5




---



##### 



ULTRA
    PETROLEUM CORP.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Three Months EndedMarch 31,2008


2007Restated(Unaudited)(Amounts in thousands of U.S. dollars)Cash provided by (used in):Operating activities:Net income for the period

$
83,332


$
66,591Adjustments to reconcile net income to net cash provided by
    operating activities:Loss (income) from discontinued operations, net of tax (benefit)
    provision of ($36) and $3,985, respectively


67



(5,949
)Depletion and depreciation


42,250



29,629Deferred income taxes


47,220



30,505Excess tax benefit from stock based compensation


(25,529
)


(3,007
)Unrealized (gain) loss on commodity derivatives


27,673



Stock compensation


854



1,270Other


90



Net changes in non-cash working capital:Restricted cash


(8
)


(558
)Accounts receivable


(2,163
)


(9,088
)Prepaid drilling costs and other current and non-current assets


(3,299
)


(1,119
)Accounts payable and accrued liabilities


23,543



25,732Other long-term obligations


13,744



5,440Current taxes payable


(10,839
)


(625
)Net cash provided by operating activities from continuing
    operations


196,935



138,821Net cash provided by operating activities from discontinued
    operations






4,653Net cash provided by operating activities


196,935



143,474Investing activities:Oil and gas property expenditures


(179,349
)


(159,027
)Investing activities from discontinued operations






(7,725
)Post-closing adjustments on sale of subsidiary


(103
)


Change in capital cost accrual


6,028



15,588Inventory


824



284Purchase of capital assets


(347
)


(142
)Net cash used in investing activities


(172,947
)


(151,022
)Financing activities:Borrowings on long-term debt


332,000



20,000Payments on long-term debt


(322,000
)


Deferred financing costs


(1,580
)


Repurchased shares


(29,829
)


(9,543
)Excess tax benefit from stock based compensation


25,529



3,007Stock issued for compensation


597



Proceeds from exercise of options


7,002



1,766Net cash provided by financing activities


11,719



15,230Increase in cash during the period


35,707



7,682Cash and cash equivalents, beginning of period


10,632



14,574Cash and cash equivalents, end of period

$
46,339


$
22,256    6




---



##### 



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Form 10-Q/A
  DESCRIPTION
    OF THE BUSINESS:
    1.
    FINANCIAL
    STATEMENT RESTATEMENT        For the Three Months EndedMarch 31, 2008Previously


AsReported


RestatedConsolidated Statements of IncomeUnrealized gain (loss) on commodity derivatives

$



$
(27,673
)Income before income tax provision

$
158,093


$
130,420Income tax provision

$
56,734


$
47,021Net income from continuing operations

$
101,359


$
83,399Net income

$
101,292


$
83,332Earnings per Share Basic

$
0.66


$
0.55Fully Diluted

$
0.64


$
0.53  7




---



##### 



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  March 31, 2008Previously


AsReported


RestatedConsolidated Balance SheetsAccumulated other comprehensive income (loss)

$
(32,423
)

$
(14,463
)Retained earnings

$
989,112


$
971,152   For the Three Months EndedMarch 31, 2008Previously


AsReported


RestatedConsolidated Statements of Cash FlowsCash flows from Operating Activities:Net income

$
101,292


$
83,332Unrealized (gain) loss on commodity derivatives

$



$
27,673Deferred income taxes

$
56,933


$
47,220   2.
    SIGNIFICANT
    ACCOUNTING POLICIES:  Regulation S-X. Regulation S-X Form 10-K. Form 10-K.
  Basis of presentation and principles of
    consolidation: Sino-American
  Cash and cash equivalents:
  Restricted cash:
  Capital assets other than oil and gas
    properties:
  Oil and natural gas properties:
 8




---



##### 



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Regulation S-X Rule 4-10. country-by-country regulation S-X Rule 4-10 states
  Inventories:
  Forward natural gas sales
    transactions:
  Income taxes:
 9




---



##### 



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Earnings per share:
    Three Months EndedMarch 31,


March 31,2008


2007RestatedNet income from continuing operations

$
83,399


$
60,642Net (loss) income from discontinued operations

$
(67
)

$
5,949Net income

$
83,332


$
66,591Weighted average common shares outstanding during the period


152,501



151,928Effect of dilutive instruments


5,582



7,184Weighted average common shares outstanding during the period
    including the effects of dilutive instruments


158,083



159,112Basic Earnings per Share:Income per common from continuing operations

$
0.55


$
0.40Income per common from discontinued operations

$
0.00


$
0.04Net income per common share

$
0.55


$
0.44Fully Diluted Earnings per Share:Income per common from continuing operations

$
0.53


$
0.38Income per common from discontinued operations

$
0.00


$
0.04Net income per common share

$
0.53


$
0.42   Use of estimates:
  Accounting for share-based
    compensation:
 10




---



##### 



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fair Value Accounting.
  Revenue Recognition.
  Other Comprehensive Income:
  Three Months Ended March 31,2008


2007RestatedNet income

$
83,332


$
66,591Unrealized gain (loss) on derivative instruments*


(29,918
)


Taxes on unrealized gain (loss) on derivative instruments*


10,501



Other comprehensive income

$
63,915


$
66,591     *
    
    Relates to derivative instruments that qualify for hedge
    accounting treatment under SFAS No. 133.    Reclassifications:
 11




---



##### 



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Impact of recently issued accounting
    pronouncements:
  3.
    OIL AND
    GAS PROPERTIES:  March 31,


December 31,2008


2007Developed Properties:Acquisition, equipment, exploration, drilling and environmental
    costs

$
2,049,384


$
1,868,564Less accumulated depletion, depreciation and amortization


(372,714
)


(330,813
)1,676,670



1,537,751Unproven Properties:Acquisition and exploration costs


36,705



36,778$
1,713,375


$
1,574,529   4.
    LONG-TERM
    LIABILITIES:  March 31,


December 31,2008


2007Bank indebtedness

$



$
290,000Senior notes, due 2015


100,000



Senior notes, due 2018


200,000



Other long-term obligations


40,619



26,672$
340,619


$
316,672   Bank indebtedness:
     12




---



##### 



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Senior Notes, due 2015 and 2018:
      Other long-term obligations:
  5.
    SHARE
    BASED COMPENSATION  Valuation
    and Expense Information under SFAS 123R
    Three Months Ended March 31,2008


2007Total cost of share-based payment plans

$
1,745


$
1,590Amounts capitalized in fixed assets

$
891


$
820Amounts charged against income, before income tax benefit

$
854


$
770Amount of related income tax benefit recognized in income

$
300


$
270Cash flow from operations

$
(25,529
)

$
(3,007
)Cash flow from financing activities

$
25,529


$
3,007    13




---



##### 



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months EndedMarch 31, 2008


March 31, 2007Non-Executives


Executives


Non-Executives


ExecutivesExpected volatility


41.22 - 41.39
%


42.5
%


43.25 - 43.70
%


44.40
%Expected dividends


0
%


0
%


0
%


0
%Expected term (in years)


5.01 - 5.06



5.98



4.75 - 4.85



5.53Risk free rate


2.48 - 3.28
%


2.98
%


4.52 - 4.68
%


4.69
%Expected forfeiture rate


15.0
%


15.0
%


14.00
%


14.00
%   Changes
    in Stock Options and Stock Options Outstanding
    WeightedAverageNumber of


Exercise PriceOptions


(US$)Balance, December 31, 2007


7,589


$
0.25 to $67.73Granted


142


$
71.60 to $78.55Exercised


(1,069
)

$
0.25 to $67.73Balance, March 31, 2008


6,662


$
0.25 to $78.55   
 PERFORMANCE
    SHARE PLANS:
  Long-Term Equity-Based Incentives.
     14




---



##### 



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      6.
    SHARE
    REPURCHASE PROGRAM:      Shares


Weighted AverageTotal

Purchased


Price per Share


$ ValueFirst Quarter  2008


396


$
75.25


$
29,829Prior


5,694


$
51.73


$
294,549May 2006  March 31, 2008


6,090


$
53.26


$
324,378   Shares


Weighted AverageOpen Market

Purchased


Price per Share


$ ValueFirst Quarter  2008


214


$
75.53


$
16,139Prior


5,400


$
51.19


$
276,442May 2006  March 31, 2008


5,614


$
52.11


$
292,581   Shares


Weighted AverageNet Share Settlements

Purchased


Price per Share


$ ValueFirst Quarter  2008


183


$
74.92


$
13,690Prior


293


$
61.73


$
18,107May 2006  March 31, 2008


476


$
66.79


$
31,797   7.
    INCOME
    TAXES:  Accounting for
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109, Accounting for Income Taxes.
 15




---



##### 



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        non-U.S. income
      8.
    DERIVATIVE
    FINANCIAL INSTRUMENTS:    Inside FERC Gas Market
    Report.
   16




---



##### 



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Volume-


AverageRemaining Contract Period

MMBTU/Day


Price/MMBTUCalendar 2008


100,000


$
6.83Summer 2008 (April  October)


20,000


$
6.88Calendar 2009


10,000


$
7.51Summer 2009 (April  October)


70,000


$
6.77     Volume-


Average


UnrealizedMMBTU/


Price/


Loss (000s) atType

Remaining Contract Period


Day


MMBTU


3/31/2008*Swap


Apr 2008  Oct 2008



190,000


$
7.19


$
(47,436
)Swap


Jan 2009  Dec 2009



30,000


$
7.35


$
(2,522
)     *
    
    Unrealized losses on commodity derivatives of $27,673 pre-tax
    ($17,960 after tax) are recorded on the Consolidated Statements
    of Income and $22,285 pre-tax ($14,463 after tax) are recorded
    on the Consolidated Balance Sheets in accumulated other
    comprehensive loss.  9.
    DISCONTINUED
    OPERATIONS:  Sino-American
  Sino-American
 17




---



##### 



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (Sino-American), Sino-American
  Sino-American
  For the Three MonthsEnded March 31,2008


2007Operating revenues

$



$
19,617Post-closing adjustments on sale of subsidiary


(103
)


Operating expenses






9,683(Loss) income before income tax (benefit) provision


(103
)


9,934Income tax (benefit) provision


(36
)


3,985(Loss) income from discontinued operations, net of tax

$
(67
)

$
5,949   10.
    FAIR
    VALUE MEASUREMENTS:    Level 1
  Level 2
  Level 3
      Level 1


Level 2


Level 3


TotalAssets:Derivatives

$



$
3,825


$



$
3,825Liabilities:Derivatives

$



$
53,784


$



$
53,784  18




---



##### 



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    11.
    LEGAL
    PROCEEDINGS:   19




---



##### 



ITEM 2 
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS    2003-2007
        Sino-American Sino-American Sino-American
  Fair Value Measurements.
   20




---



##### 



Level 1(1)


Level 2(2)


Level 3(3)


TotalAssets:Derivatives

$



$
3,825


$



$
3,825Liabilities:Derivatives

$



$
53,784


$



$
53,784     (1)
    
    Values represent observable unadjusted quoted prices for traded
    instruments in active markets.(2)
    
    Values with inputs that are observable directly or indirectly
    for the instrument, but do not qualify for Level 1.(3)
    
    Values with a significant amount of inputs that are not
    observable for the instrument.  Share-Based Payment Arrangements.
    Full Cost method of Accounting. country-by-country
 21




---



##### 



non-productive
  Regulation S-X Rule 4-10. country-by-country regulation S-X Rule 4-10 states
  RESULTS
    OF OPERATIONS
  QUARTER
    ENDED MARCH 31, 2008 VS. QUARTER ENDED MARCH 31,
    2007
             22




---



##### 



LIQUIDITY
    AND CAPITAL RESOURCES
      Bank indebtedness.
 23




---



##### 



Senior Notes, due 2015 and 2018:
      Operating Activities.
  Investing Activities.
  Financing Activities.
  OFF
    BALANCE SHEET ARRANGEMENTS
    CAUTIONARY
    STATEMENT PURSUANT TO SAFE HARBOR PROVISION OF THE PRIVATE
    SECURITIES LITIGATION REFORM ACT OF 1995
   24




---



##### 



and/or and/or Form 10-K
  ITEM 3 
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    Inside FERC Gas Market
    Report.
     25




---



##### 



Volume-


AverageRemaining Contract Period

MMBTU/Day


Price/MMBTUCalendar 2008


100,000


$
6.83Summer 2008 (April  October)


20,000


$
6.88Calendar 2009


10,000


$
7.51Summer 2009 (April  October)


70,000


$
6.77     Volume-


Average


UnrealizedMMBTU/


Price/


Loss (000s) atType

Remaining Contract Period


Day


MMBTU


3/31/2008*Swap


Apr 2008  Oct 2008



190,000


$
7.19


$
(47,436
)Swap


Jan 2009  Dec 2009



30,000


$
7.35


$
(2,522
)     *
    
    Unrealized losses on commodity derivatives of $27,673 pre-tax
    ($17,960 after tax) are recorded on the Consolidated Statements
    of Income and $22,285 pre-tax ($14,463 after tax) are recorded
    on the Consolidated Balance Sheets in accumulated other
    comprehensive income.    ITEM 4 
    CONTROLS
    AND PROCEDURES  (a)  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e)
 26




---



##### 



PART II 
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS    ITEM 1A.
    RISK
    FACTORS  Form 10-K
  ITEM 2.
    CHANGES
    IN SECURITIES AND USE OF PROCEEDS    Total


MaximumNumber


Numberof Shares


(or ApproximatePurchased


Dollar Value)as Part of


of Shares ThatTotal





Publicly


May Yet beNumber


Average


Announced


Purchasedof Shares


Price Paid


Plans or


Under thePeriod

Purchased


per Share


Programs


Plans or ProgramsJan 1  Jan 31, 2008


96,321


$
71.57



96,321


$
699 millionFeb 1  Feb 28, 2008


71,281


$
79.04



71,281


$
693 millionMar 1  Mar 31, 2008


228,830


$
75.61



228,830


$
676 millionTOTAL


396,432


$
75.25



396,432


$
676 million   ITEM 3.
    DEFAULTS
    IN SENIOR SECURITIES    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF THE SECURITY HOLDERS    ITEM 5.
    OTHER
    INFORMATION   27




---



##### 



ITEM 6.
    EXHIBITS AND
    REPORTS ON
    FORM 8-K  Exhibits
  3
.1

Articles of Incorporation of Ultra Petroleum Corp. 
    (incorporated by reference to Exhibit 3.1 of the
    Companys Quarterly Report on Form 10Q for the period
    ended June 30, 2001.)3
.2

By-Laws of Ultra Petroleum Corp-(incorporated by reference to
    Exhibit 3.2 of the Companys Quarterly Report on
    Form 10Q for the period ended June 30, 2001.)3
.3

Articles of Amendment to Articles of Incorporation of Ultra
    Petroleum Corp. (incorporated by reference to Exhibit 3.3
    of the Companys Report on
    Form 10-K/A
    for the period ended December 31, 2005)4
.1

Specimen Common Share Certificate  (incorporated by
    reference to Exhibit 4.1 of the Companys Quarterly
    Report on Form 10Q for the period ended June 30, 2001.)10
.1

Master Note Purchase Agreement dated March 6, 2008
    (incorporated by reference to Exhibit 10.1 of the
    Companys Report on
    Form 8-K
    filed on March 6, 2008).31
.1*

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2*

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1*

Certification of Chief Executive Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.2*

Certification of Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    filed herewith 28




---



##### 



SIGNATURES
      By:
    /s/  Michael
    D. Watford   Title:
    Chairman, President and Chief Executive Officer    By:
    /s/  Marshall
    D. Smith   Title:
    Chief Financial Officer   29




---



##### 



EXHIBIT INDEX
  3
.1

Articles of Incorporation of Ultra Petroleum Corp. 
    (incorporated by reference to Exhibit 3.1 of the
    Companys Quarterly Report on Form 10Q for the period
    ended June 30, 2001.)3
.2

By-Laws of Ultra Petroleum Corp-(incorporated by reference to
    Exhibit 3.2 of the Companys Quarterly Report on
    Form 10Q for the period ended June 30, 2001.)3
.3

Articles of Amendment to Articles of Incorporation of Ultra
    Petroleum Corp. (incorporated by reference to Exhibit 3.3
    of the Companys Report on
    Form 10-K/A
    for the period ended December 31, 2005)4
.1

Specimen Common Share Certificate  (incorporated by
    reference to Exhibit 4.1 of the Companys Quarterly
    Report on Form 10Q for the period ended June 30, 2001).10
.1

Master Note Purchase Agreement dated March 6, 2008
    (incorporated by reference to Exhibit 10.1 of the
    Companys Report on
    Form 8-K
    filed on March 6, 2008).31
.1*

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2*

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1*

Certification of Chief Executive Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.2*

Certification of Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    filed herewith 30