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


FORM 10 - Q


(Mark One)

_X_  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

                    For the quarterly period ended December 31, 2008


___  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                    For the transition period from__________to____________

                    Commission File No 0-2892

THE DEWEY ELECTRONICS CORPORATION


A New York Corporation
I.R.S. Employer Identification
No. 13-1803974

27 Muller Road
Oakland, New Jersey 07436
(201) 337-4700


Indicate by check mark whether the registrant has(1) 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___

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer", "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer__ ___   Accelerated filer _____

Non-accelerated filer _____     Smaller reporting company__X_

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).                             YES___ NO_X_

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:  1,362,031 at February 11,
2009.
_______________________________________



THE DEWEY ELECTRONICS CORPORATION


INDEX



                                                             Page No.

Part I  Financial Information

Item 1.  Condensed Financial Statements

         Condensed Balance Sheets -
         December 31, 2008(unaudited) and June 30, 2008       3

         Condensed Statements of Income -
         Three and Six-months Ended December 31, 2008
         and 2007 (unaudited)                                 4

         Condensed Statements of Cash Flows for
         the Six-months Ended December, 2008
         and 2007 (unaudited)                                 5

       Notes to Condensed Financial Statements (unaudited)    6

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of
         Operations                                          11

Item 4T. Controls and Procedures                             20

Part II  Other Information


Item 2.  Unregistered Sales of Equity Securities and Use
         of Proceeds                                         21

Item 4.  Submission of Matters to a Vote of Security
         Holders                                             21

Item 6.  Exhibits                                            21

                                     2



PART I:  FINANCIAL INFORMATION

ITEM 1.CONDENSED FINANCIAL STATEMENTS

THE DEWEY ELECTRONICS CORPORATION
CONDENSED BALANCE SHEETS

                                          DECEMBER 31,   JUNE 30,
                                             2008         2008
                                         (unaudited)
ASSETS:

CURRENT ASSETS:
  CASH AND CASH EQUIVALENTS               $  426,927      $  205,122
  ACCOUNTS RECEIVABLE NET OF ALLOWANCE
    OF $0 and $23,815                      1,084,451       1,467,055
  INVENTORIES                                983,205         854,390
  CONTRACT COSTS AND RELATED ESTIMATED
    PROFITS IN EXCESS OF BILLINGS          1,111,157       1,090,530
  PREPAID EXPENSES AND OTHER CURRENT
    ASSETS                                   138,554         117,957
                                           _________       _________

      TOTAL CURRENT ASSETS                 3,744,294       3,735,054
                                           _________       _________

PLANT, PROPERTY AND EQUIPMENT:
  LAND AND IMPROVEMENTS                      651,015         651,015
  BUILDING AND IMPROVEMENTS                1,885,653       1,885,653
  MACHINERY AND EQUIPMENT                  3,224,253       3,202,423
  FURNITURE AND FIXTURES                     212,484         207,805
                                           _________       _________
                                           5,973,405       5,946,896
Less accumulated depreciation              4,940,856       4,886,097
                                           _________       _________
                                           1,032,549       1,060,799
                                           _________       _________

DEFERRED COSTS                                65,095          65,095
                                           _________       _________
TOTAL OTHER ASSETS                            65,095          65,095
                                           _________       _________

TOTAL ASSETS                              $4,841,938      $4,860,948
                                          ==========      ==========

LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
  ACCOUNTS PAYABLE                           511,071         871,100
  ACCRUED EXPENSES AND OTHER LIABILITIES     305,382         355,300
  ACCRUED COMPENSATION AND BENEFITS
    PAYABLE                                  233,865         195,741
  ACCRUED PENSION COSTS                       82,792         109,492
                                            ________       _________

    TOTAL CURRENT LIABILITIES              1,133,110       1,531,633
                                           _________       _________

LONG-TERM PENSION LIABILITY                  208,673         208,673
                                           _________       _________

STOCKHOLDERS' EQUITY:

  Preferred stock, par value $1.00;
    authorized  250,000 shares, issued
    and outstanding-none,                        --               --
  Common stock, par value $.01; authorized
    3,000,000 shares issued and outstanding
    1,693,397 at December 31, 2008 and
    June 30, 2008                            16,934           16,934
  Additional paid-in capital              2,815,685        2,815,245
  RETAINED EARNINGS                       1,204,474          825,401
  ACCUMULATED OTHER COMPREHENSIVE LOSS      (49,910)         (49,910)
                                          _________        _________
                                          3,987,183        3,607,670
LESS: TREASURY STOCK 331,366 SHARES
    at cost                                (487,028)        (487,028)
                                          _________        _________

  TOTAL STOCKHOLDERS' EQUITY              3,500,155        3,120,642
                                          _________        _________
TOTAL LIABILITIES AND STOCKHOLDERS
   EQUITY                                $4,841,938       $4,860,948
                                         ==========       ==========

SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS

                                       3


THE DEWEY ELECTRONICS CORPORATION
CONDENSED STATEMENTS OF INCOME
(UNAUDITED)


                          THREE-MONTHS ENDED     SIX-MONTHS ENDED
                             DECEMBER 31           DECEMBER 31

                           2008     2007         2008         2007

REVENUES               $2,821,062  $2,833,378  $5,204,260   $5,065,474

COST OF REVENUES        1,997,713   2,069,404   3,856,012    3,921,898
                        _________   _________   _________    _________

GROSS PROFIT              823,349     763,974   1,348,248    1,143,576

SELLING,GENERAL &
  ADMINISTRATIVE          460,898     454,207     965,153      788,783
                        _________   _________   _________    _________

OPERATING INCOME          362,451     309,767     383,095      354,793

   OTHER (EXPENSE)/
     INCOME   NET          (2,747)      8,867      (4,022)       9,146
                        _________   _________   _________    _________

INCOME BEFORE INCOME
  TAXES                   359,704     318,634     379,073      363,939

PROVISION FOR INCOME
   TAX                         --          --         --            --
                        _________   _________   _________    _________

NET INCOME               $359,704    $318,634    $379,073     $363,939
                        =========   =========   =========    =========




NET INCOME PER
   COMMON SHARE-BASIC     $0.26       $0.23       $0.28       $0.27
NET INCOME PER COMMON
   SHARE-DILUTED          $0.26       $0.23       $0.28       $0.27



WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING:
   BASIC                 1,362,031   1,362,031   1,362,031   1,362,031
   DILUTED               1,363,165   1,362,902   1,363,617   1,362,871


SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS


                                  4


THE DEWEY ELECTRONICS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
                                       SIX-MONTHS ENDED
                                          DECEMBER 31,
                                      2008           2007

CASH FLOWS FROM OPERATING
 ACTIVITIES
NET INCOME                          $379,073       $363,939
ADJUSTMENTS TO RECONCILE NET
  INCOME TO NET CASH PROVIDED BY/
  (USED IN) OPERATING ACTIVITIES:
   DEPRECIATION                       54,759         55,404
   ALLOWANCE FOR DOUBTFUL ACCOUNTS   (23,815)            --
  STOCK OPTION COMPENSATION
   EXPENSE                               440             --
   (INCREASE)/DECREASE IN ACCOUNTS
     RECEIVABLE                      406,419       (255,626)
   (INCREASE)IN INVENTORIES         (128,815)      (295,874)
   INCREASE IN CONTRACT COSTS &
     RELATED ESTIMATED PROFITS IN
     EXCESS OF BILLINGS              (20,627)      (644,464)
   (INCREASE)/DECREASE IN PREPAID
      EXPENSES AND OTHER CURRENT
      ASSETS                         (20,597)        10,617
    INCREASE/(DECREASE) IN ACCOUNTS
      PAYABLE                       (360,029)       597,777
   INCREASE/(DECREASE) IN ACCRUED
      EXPENSES AND OTHER
      LIABILITIES                    (11,794)        89,746
   (DECREASE) IN ACCRUED PENSION
      COSTS                          (26,700)            --
                                   _________      _________
   TOTAL ADJUSTMENTS                (130,759)      (442,420)
                                   _________      _________


NET CASH PROVIDED BY/(USED IN)
   OPERATING ACTIVITIES              248,314       (78,481)
                                   _________      ________


CASH FLOWS FROM INVESTING
  ACTIVITIES:
  EXPENDITURES FOR PLANT,
     PROPERTY AND EQUIPMENT          (26,509)      (64,572)
                                   _________    _________
NET CASH USED IN INVESTING
   ACTIVITIES                        (26,509)      (64,572)
                                   _________     _________

NET INCREASE/(DECREASE) IN
  CASH AND CASH EQUIVALENTS          221,805      (143,053)

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                205,122       432,337
                                    ________      ________
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                     $426,927      $289,284
                                    ========      ========


SUPPLEMENTAL DISCLOSURES OF
  CASH FLOW INFORMATION

      INTEREST RECEIVED           $     238       $    574



SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS


                               5



THE DEWEY ELECTRONICS CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

1.  Significant Accounting Policies
==================================
Basis of Presentation
=====================
The accompanying unaudited condensed financial statements have been prepared
by The Dewey Electronics Corporation (the "Company") pursuant to the rules
and regulations of the Securities and Exchange Commission (the "SEC")for
interim reporting.  Certain information and disclosures normally included in
notes to financial statements have been condensed or omitted pursuant to such
rules and regulations, but resultant disclosures are in accordance with
accounting principles generally accepted in the United States of America as
they apply to interim reporting.  The condensed financial statements should
be read in conjunction with the financial statements and the notes thereto in
the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
2008 (the "2008 Form 10-KSB").

In the opinion of the Company's management, the accompanying unaudited
condensed financial statements contain all adjustments (consisting of normal
recurring adjustments) necessary to present fairly, in all material respects,
the Company's financial position as of December 31, 2008, and the results of
operations for the three-months and six-months and cash flows for the six-
months then ended.  The results of operations and cash flows for the period
ended December 31, 2008 are not necessarily indicative of the results of
operations or cash flows to be expected for any subsequent quarter or the
full fiscal year ending June 30, 2009.

As of December 31, 2008, there have been no material changes to any of the
significant accounting policies described in our 2008 Form 10-KSB.

Revenue Recognition
===================
Revenues and estimated earnings under long-term defense contracts (including
research and development contracts, except as described in the final sentence
of this paragraph) are recorded using the percentage-of-completion method of
accounting, measured as the percentage of costs incurred to estimated total
costs of each contract.  For the Company's indefinite delivery, indefinite
quantity contract to provide 2kW generator sets to the military and for
orders from other government subcontractors for 2kW generators, percentage-
of-completion calculations are based on individual "Delivery Orders" which
are periodically received for specified quantities.  For research and
development contracts total costs incurred are compared to total expected
costs for each contract.  The Company currently has one development sub-
contract to perform qualification tests for an EPA compliant engine for use
with its 2kW generator sets on which it does not recognize revenue based on
the percentage-of-completion method; rather, revenue is recorded with the
successful completion of each milestone in accordance with the contract
terms.

The Company uses the percentage-of-completion method to recognize revenue for
its replacement parts business when the dollar amount of the order to be
delivered in a future period or periods is material, and the duration of the
work will span multiple reporting periods.  Revenue and earnings for all
other orders for replacement parts (including orders for replacement parts
for snowmaking equipment, as well as orders for new snowmaking machines) are
recorded when deliveries of product are made and title and risk of loss have
been transferred to the customer and collection is probable.

                                     6

For those contracts where revenue has been recognized using the percentage-
of-completion method of accounting, provisions for estimated losses on
uncompleted contracts are made in the period in which such losses are
determined.  Changes in job performance, job conditions, and estimated
profitability may result in revisions to costs and income and are recognized
in the period in which the revisions are determined.

Use of Estimates
================
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and reported amounts of revenues and
expenses during the reporting period.  These estimates include, among others,
lower of cost or market estimates for inventories, realization of deferred
tax assets (valuation allowances), revenue recognition and certain accrued
expenses.  Actual results could differ from those estimates.

Income Taxes
============
The Company applies Statement of Financial Accounting Standards ("SFAS") No.
109, "Accounting for Income Taxes."  Under the asset and liability method of
SFAS No. 109, deferred tax assets and liabilities are recognized for future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases.  The effect on deferred tax assets and liabilities of a change in tax
laws is recognized in the results of operations in the period the new laws
are enacted.  A valuation allowance is recorded to reduce the carrying
amounts of deferred tax assets unless it is more likely than not that such
assets will be realized.

On July 1, 2007, the Company adopted FASB Interpretation No. 48, "Accounting
for Uncertainty in Income Taxes-an interpretation of FASB Statement 109"
("FIN 48"). There was no material effect on the Company's financial
statements associated with the adoption of FIN 48. The tax years 2004 - 2008
remain open to examination by the major taxing jurisdictions to which we are
subject.

2.  Recent Accounting Pronouncements
====================================
In February 2007, the Financial Accounting Standards Board ("FASB"), issued
SFAS No. 159 "The Fair Value Option for Financial Assets and Financial
Liabilities."  SFAS 159 permits entities to choose, at specified election
dates, to measure eligible financial instruments at fair value and report
unrealized gains and losses on items for which the fair value option has been
elected in earnings at each subsequent reporting date.  SFAS 159 is effective
for fiscal years beginning after November 15, 2007.  The Company does not own
any financial instruments and the adoption of this statement did not have an
effect on the Company's financial statements.

In September 2006, the FASB issued Statement No. 157, "Fair Value
Measurements" (SFAS 157).  SFAS 157 defines fair value, establishes a
framework for measuring fair value in accordance with generally accepted
accounting principles, and expands disclosures about fair value measurements.
In February 2008, the FASB issued Staff Position No. 157-1, "Application of
FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting
Pronouncements That Address Fair Value Measurements for Purposes of Lease
Classification or Measurement under Statement 13" ("FSP 157-1") and Staff
Position No. 157-2, "Effective Date of FASB Statement No. 157" ("FSP 157-2").
In October 2008, the FASB adopted FASB Staff Position No. 157-3 "Determining
the Fair Value of a Financial Asset When the Market for That Asset Is Not
Active" ("FSP 157-3").  FSP 157-1 amends SFAS 157 to remove certain leasing
transactions from its scope.  FSP  157-2 delays the effective date of SFAS
157 for all non-financial assets and non-financial liabilities, except for
items that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually), until the beginning of
the Company's fiscal year beginning July 1, 2009.  The measurement and
disclosure requirements related to financial assets and financial liabilities
are effective for the Company beginning in the Company's 2009 fiscal year
beginning July 1, 2008.  FSP 157-3 reaffirms that for financial assets fair
value is an estimated exit price, and provides examples of how to estimate
fair values when relevant observable data are not available.  It further
clarifies that in disorderly markets, judgment is required when deciding to
accept or reject market prices as evidence of fair value.  FSP 157-3 is
immediately effective, including for prior periods, for which financial
statements have not been issued.  The adoption of Statement SFAS 157, FSP
157-1, and FSP 157-3 had no impact on the Company's financial statements.

                                     7

3.  Inventories
===============

Inventories consist of:

                           December 31, 2008         June 30, 2008
                           _________________         _____________

Finished Goods                  $19,900                 $56,279
Work In Progress                324,336                 217,674
Raw Materials                   638,969                 580,437
                                _______                 _______
Total                          $983,205                $854,390
                               ========                ========

4.  Taxes on Income
===================
The Company has provided a valuation allowance against its net deferred tax
assets (which consists primarily of net operating loss carryforwards)as it
believes that it is more likely than not that it will not realize these tax
attributes. The Company has approximately $669,000 and $199,000 of federal
and state net deferred tax assets, respectively, expiring beginning in 2012.
In fiscal 2009 approximately $129,000 and $34,000 of these federal and state
net deferred tax assets, respectively, have been reduced as a result of the
net income for the six-month period ending December 31, 2008. The valuation
allowance against these deferred tax assets has been reduced by a
corresponding amount.

5.  Earnings Per Share
======================
Net income per share has been presented pursuant to SFAS No. 128, "Earnings
per Share".  Basic net income per share is computed by dividing reported net
income available to common shareholders by weighted average shares
outstanding for the period.  Diluted net income per share is computed by
dividing reported net income available to common shareholders by weighted
average shares outstanding for the period, adjusted for the dilutive effect
of common stock equivalents, which consist of stock options, using the
treasury stock method.

The tables below set forth the reconciliation of the numerators and
denominators of the basic and diluted net income per common share
computations.  Certain stock options were excluded from the computation of
earnings per share due to their anti-dilutive effect.  For the three and six-
months ended December 31, 2008 and December 31, 2007, respectively, the
number of shares excluded from the calculation was 16,000 due to the exercise
price of the options exceeding the average share price for the quarter.

                                        8

                                   Three-months Ended December 31,
                             2008                          2007
                                       Per                            Per
                Income    Shares       Share    Income    Shares      Share
                                       Amount                         Amount
Basic
 Net
 income
 per
 common
 share          $359,704  1,362,031    $.26     $318,634  1,362,031   $.23

Effect
 Of
 dilutive
 Securities           --      1,134      --           --        871     --
                 _______   ________     ____     _______   ________   ____

Diluted
 Net
 income
 per
 common
 share          $359,704  1,363,165    $.26     $318,634   1,362,902   $.23
                ========  =========    ====     ========   =========   ====



                                   Six-months Ended December 31,
                              2008                           2007
                                       Per                             Per
                 Income    Shares      Share     Income    Shares      Share
                                       Amount                          Amount

Basic
 Net
 Income
 Per
 Common
 Share           $379,073   1,362,031  $.28      $363,939   1,362,031   $.27

Effect
 Of
 dilutive
 Securities           --       1,586     --           --          840     --
                 _______    ________    ___       _______    ________   ____

Diluted
 Net
 income
 per
 common
 share          $379,073   1,363,617  $.28       $363,939   1,362,871   $.27
                ========   =========  ====       ========   =========   ====

6.  Stock-Based Compensation Plans
==================================
On December 2, 1998 the Employee Stock Option Committee adopted a Stock
Option Plan of 1998, pursuant to which incentive stock options to purchase
shares of common stock may be granted to various executives and other key
employees.  The following disclosures are based on stock options granted to
employees of the Company in the second fiscal quarter, ended December 31,
2008. The Company recorded a total of $440 in stock option compensation
expense for both the second quarter and first six months of fiscal 2009,
respectively.  The Company had no stock option expense in fiscal 2008. For
the full fiscal year 2009, the Company expects approximately $3,084 in stock
option compensation expense based on stock options already granted and
current assumptions regarding the estimated fair value of stock option grants
expected to be issued during the remainder of the year.  However, our
assessment of the estimated compensation expense will be affected by our
stock price and actual stock option grants (if any) during the remainder of
the year as well as assumptions regarding a number of complex and subjective
variables. These variables include, but are not limited to, the volatility of
our stock price and employee stock option exercise behaviors.  The Company
issues shares of common stock upon the exercise of stock options.

The Company used its historical stock price volatility to compute the
expected volatility for purposes of valuing stock options issued.  The period
used for the historical stock price corresponded to the expected term of the
options and was between five and six years. The expected dividend yield is
based on the Company's practice of not paying dividends.  The risk-free rate
of return is based on the yield of U.S. Treasury Strips with terms equal to
the expected life of the options as of the grant date.  The expected life in
years is based on historical actual stock option exercise experience.  The
following weighted average assumptions were used in the valuation of stock
options granted in the second quarter of fiscal 2009.

                                      9


                                                 December 31,2008

Expected dividend yield                                    --
Expected volatility                                      63.8%
Risk-free interest rate                                   1.87%
Expected life in years                                    6.7


Based on the assumptions in the table above, the grant date fair value of
stock options granted in the second quarter of fiscal 2009 was $5,287.

Stock option transactions for the Company's employee stock options plans for
the second quarter and six months ended December 31, 2008:


                                      December 31, 2008
                           Three Months                 Six Months
                                     Weighted                   Weighted
                                     Average                    Average
                        Shares     Exercise Price   Shares    Exercise Price
                        ______     ______________   ______    ______________
Beginning balance       20,000         3.47         20,000         3.47
Granted                  5,200         1.63          5,200         1.63
Exercised                   --           --             --           --
Cancelled or expired        --           --             --           --
Ending balance          25,200         3.09         25,200         3.09
Options exercisable
  at end of period      20,000         3.47         20,000         3.47


                                    10


THE DEWEY ELECTRONICS CORPORATION

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
===========================================================================
The following discussion should be read in conjunction with the unaudited
condensed financial statements, including the notes thereto, appearing
elsewhere in this Form 10-Q, and with the audited financial statements,
including the notes thereto, appearing in the Company's 2008 Form 10-KSB.
Certain statements in this report may be deemed "forward-looking statements"
within the meaning of Section 21E of the Securities Exchange Act of 1934.
All statements, other than statements of historical fact that address
activities, events or developments that the Company or management intends,
expects, projects, believes or anticipates will or may occur in the future
are forward-looking statements.  Such statements are based upon certain
assumptions and assessments made by management of the Company in light of its
experience and its perception of historical trends, current conditions,
expected future developments and other factors it believes to be appropriate.
The forward-looking statements included in this report are also subject to a
number of material risks and uncertainties, including but not limited to
economic, governmental, competitive and technological factors affecting the
Company's operations, markets, products, services and prices and,
specifically, the factors discussed below under "Financing Activities", and
"Company Strategy" and in Item 1 (Description of Business - Operational
Risks) of the Company's 2008 Form 10-KSB.  Such forward-looking statements
are not guarantees of future performance and actual results, developments and
business decisions may differ from those envisaged by such forward-looking
statements.

The Company's operating cycle is long-term and includes various types of
products and varying delivery schedules. Accordingly, results of a particular
period or period-to-period comparison of recorded revenues and earnings may
not be indicative of future operating results.  The following comparative
analysis should be viewed in this context.

Critical Accounting Policies and Estimates
==========================================
The Company's financial statements and accompanying notes are prepared in
accordance with accounting principles generally accepted in the United States
of America.  Preparing financial statements requires us to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses.  These estimates and assumptions affect the application of our
accounting policies.  Actual results could differ from these estimates.
Critical accounting policies are those that require application of
management's most difficult, subjective or complex judgments, often as a
result of matters that are inherently uncertain and may change in subsequent
periods.  The Company's critical accounting policies include revenue
recognition on contracts and contract estimates, pensions, impairment of
long-lived assets, and valuation of deferred tax assets and liabilities. For
additional discussion of the application of these and other accounting
policies, see Management's Discussion and Analysis of Financial Condition and
Results of Operations - Critical Accounting Policies and Note 1 of the Notes
to the Financial Statements included in the Company's 2008 Form 10-KSB.

Results of Operations - Revenues
================================
Revenues and estimated earnings under long-term defense contracts (including
research and development contracts, except as described in the final sentence
of this paragraph) are recorded using the percentage-of-completion method of
accounting, measured as the percentage of costs incurred to estimated total
costs of each contract.  For the Company's indefinite delivery, indefinite
quantity contract to provide 2kW generator sets to the military and for
orders from other government subcontractors for 2kW generators, percentage-
of-completion calculations are based on individual "Delivery Orders" which
are periodically received for specified quantities.  For research and
development contracts total costs incurred are compared to total expected
costs for each contract.  The Company currently has one development sub-
contract to perform qualification tests for an EPA compliant engine for use
with its 2kW generator sets on which it does not recognize revenue based on
the percentage-of-completion method; rather, revenue is recorded with the
successful completion of each milestone in accordance with the contract
terms.

                                           11

The Company uses the percentage-of-completion method to recognize revenue for
its replacement parts business when the dollar amount of the order to be
delivered in a future period or periods is material, and the duration of the
work will span multiple reporting periods.  Revenue and earnings for all
other orders for replacement parts (including orders for replacement parts
for snowmaking equipment, as well as orders for new snowmaking machines) are
recorded when deliveries of product are made and title and risk of loss have
been transferred to the customer and collection is probable.

For those contracts where revenue has been recognized using the percentage-
of-completion method of accounting, provisions for estimated losses on
uncompleted contracts are made in the period in which such losses are
determined. Changes in job performance, job conditions, and estimated
profitability may result in revisions to costs and income and are recognized
in the period in which the revisions are determined.

Revenues for the second quarter of fiscal year 2009, the three month period
ended December 31, 2008, were $12,316 lower when compared to same period in
2007.  The lower revenues were due to decreased production of 3.5kW generator
sets under a short-term contract with the United States Marines as described
below. The decrease in generator set production was offset in part by
increases in customer funded research and development revenues and revenues
for replacement parts and short-term orders during the second quarter of
fiscal year 2009 when compared to the same quarter in fiscal year 2008.

For the three months ended December 31, 2008 production efforts to provide
the Armed Forces with diesel operated generator sets provided approximately
62% of revenues compared to approximately 85% in the second quarter of fiscal
year 2008 (ended December 31, 2007).  The Company's research and development
contracts provided approximately 29% of revenues in the second quarter of
fiscal 2009, and approximately 8% of revenues in the second quarter of fiscal
2008.  Replacement parts and other short-term business including snowmaking
equipment provided approximately 9% of revenues in the second quarter of
fiscal year 2009 and approximately 7% of revenues in the same period of
fiscal 2008.

Revenues for the six-month period ended December 31, 2008 were $138,786
higher when compared to the same period in 2007.  This increase in revenue is
attributable to increases in customer funded research and development
revenues and an increase in revenues from replacement parts while revenue
from generator set production decreased during this six month period when
compared to the same period last year.

During the six-month period ended December 31, 2008, production efforts under
the Company's contract to provide the Armed Forces with 2kW and 3.5kW diesel
operated generator sets provided approximately 72% of revenues compared to
approximately 86% of such revenues in the same period in 2007.  The Company's
research and development contracts provided approximately 20% of revenues
during the six-month period ended December 31, 2008, versus approximately 7%
of such revenues in the same period in 2007.  Replacement parts and other
short-term business provided approximately 8% of such revenues in the six-
month period ended December 31, 2008, and approximately 7% of such revenues
in the same period in 2007.

                                          12


In March 2007, the Company was awarded three related research and development
sub-contracts, in the aggregate amount of approximately $230,400 to research
and develop electronic controls for diesel fuel cell reformers.  Work on
these contracts began in the first quarter of fiscal year 2008 and is
expected to extend until the third quarter of fiscal 2009.  No assurances can
be given that the Company will receive any future production orders as a
result of these sub-contracts or that the Company will be awarded any
additional research and development contracts or sub-contracts.

In July 2007, the Company received a subcontract to develop an armored 3
kilowatt 28 volt DC auxiliary power unit that can be mounted on the back of
the USMC main battle tank, the Abrams M1A1.  The development contract, for
$646,400, was awarded by the USMC Tank Program Office, in Quantico, VA,
through a sub-contract administered by CACI, Eatontown, NJ, and had the
possibility of a follow-on production contract.  Work on this contract also
began in the first quarter of fiscal 2008 and continued into the quarter
ending September 30, 2008. In December 2008, the Company was notified that
the USMC had awarded the production contract to another company who was not
part of the development phase awarded in 2007.

In August 2007, the Company received a new contract to provide auxiliary
power systems for the United States Marine Corps (USMC) 'Logistic Vehicle'.
This contract, awarded by the USMC Systems Command, Quantico, VA, consists of
a base year and three option years, exercisable at the Government's option.
The Logistics Vehicle Power System (LVPS) is a diesel-powered 3.5 kilowatt 28
volt DC generator providing power to equipment that protects against
improvised explosive devices.  It is based on the Company's existing 2
kilowatt military tactical generator.  A delivery order for the LVPS, valued
at approximately $2.4 million was received in August 2007 and completed in
December 2007.  In July 2008, the Company received a second delivery order
valued at approximately $500,000 for additional units to be delivered in
January 2009. Work began to produce these units during the first quarter of
fiscal 2009 and was substantially completed during the second quarter of
fiscal 2009. Subsequent to the second quarter of fiscal year 2009, the
Company received a third delivery order valued at approximately $400,000 for
delivery expected to be in early July 2009. While the Company was successful
in obtaining these initial orders, no assurance can be made that the Company
will receive any future production orders as a result of this contract.

In December 2007, the Company announced the award of a $985,976 subcontract
from Fibertek, Inc. of Herndon, VA, as part of the U.S. Government's 2kW
Military Tactical Generator (MTG) Product Improvements - Engine.  This
contract covers the efforts to qualify an EPA compliant diesel engine for use
in the 2kW portable Military Tactical Generator product line.  This
engineering and test effort was conducted at the Company's Oakland, NJ,
facility.  Initial test efforts began during the third quarter of fiscal year
2008 (ended March 31, 2008). First article testing revealed that the
replacement EPA compliant engine was incapable of providing the necessary
power output in the required range of operating conditions.  As a result, the
Company does not expect this engine to replace the existing non-compliant
engine used in the 2kW product line.  The Army has a waiver from the EPA to
continue using the non-compliant engine.


                                  13


In May 2008, the Company received an award of $475,000 to develop a prototype
'idle reduction' system consisting of an environmental control unit and
diesel generator under a subcontract from MTC Technologies of Eatontown, NJ.
The Company is partnering with AMETEK Corporation of El Cajon, California to
develop this system to provide heating and cooling for US Army "long haul"
trucks independent of the vehicle's main engine.  The generator being
developed by the Company under this subcontract will be used to power the
environmental control unit while also providing both AC and DC current for
the vehicle.  Work under this contract was substantially competed in December
2008 and delivery of the prototype units to the customer was made in January
2009.  No assurance can be made that the Company will receive any future
production orders as a result of this contract or that the Government will
award the Company any additional development contracts.

The Company experiences variable amounts of material receipts from time to
time during the normal course of business.  Material receipts are dependent
upon the receipt of orders, project requirements and vendor delivery
schedules.  As the Company uses the percentage-of-completion method of
accounting to record revenues on certain long-term contracts, material costs
have an impact upon recorded revenues (see Note 1, Revenue Recognition of the
Notes to Financial Statements).

The aggregate value of the Company's backlog of sales orders was $7.1 million
on December 31, 2008 and $5.4 million on December 31, 2007.  It is estimated
that most of the present backlog will be billed during the next 12 months and
be substantially recognized as fiscal year 2009 revenues.

Gross Profit
============
The Company's gross profit was $823,349 for the second quarter of fiscal year
2009, compared with gross profit of $763,974 for the second quarter of fiscal
year 2008.

Gross margin is the measure of gross profit as a percentage of revenues.  It
is affected by a variety of factors including, among other items, product
mix, product pricing, and product costs.  The Company's gross margin was 29%
for the three-month period ended December 31, 2008 and 27% for the three-
month period ended December 31, 2007.  The increase in gross margin is
attributable to a change in product mix with increased revenues from research
and development efforts and lower revenues from the production of generator
sets compared to the same period in 2007.

For the six-month period ended December 31, 2008 the Company's gross profit
was $1,348,248 compared to $1,143,576 for the six-month period ended December
31, 2007.

The Company's gross margin was approximately 26% for the six-month period
ended December 31, 2008 and approximately 23% during the six-month period
ended December 31, 2007. As with the three month period described above these
improved results are due to a shift in product mix with research and
development efforts accounting for a higher proportion of revenues in the
first six months of fiscal 2009 when compared to the same period in fiscal
2008. Additionally 2kW generator sets sold to other defense contractors made
up a higher proportion of revenues from generator set production in the first
six months of fiscal 2009 than in the first six months of fiscal 2008. The
selling price of these 2kW generators is reflective of current material costs
and provides a higher gross margin than 2kW generator sets sold to the
Government under the Company's prime contract on which the gross margin has
diminished over time due to material costs rising faster than price increases
allowed in the contract.

Selling, General and Administrative Expenses
============================================
Selling, General and Administrative expense for the three-months ended
December 31, 2008 were $460,898 or 16% of revenue. For the three-months ended
December 31, 2007, Selling, General and Administrative expenses totaled
$454,207 or 16% of revenue.


                                      14


Selling, General and Administrative expense for the six-months ended December
31, 2008 were $965,153 or 19% of revenue.  For the six-months ended December
31, 2007, Selling, General and Administrative expenses totaled $788,783 or
16% of revenue.  Expenditures for the six-month period ended December 31,
2008 were higher when compared with the same period last year primarily due
to increased sales and marketing efforts.

Interest Expense
================
The Company had no interest expense in the three month and six month periods
ended December 31, 2008 and 2007 respectively.

Other Expense/Income - Net
==========================
Amounts reported as other income or expense represent the net effect of
interest income and miscellaneous items such as the sale of scrap, bank
transaction fees and other like items.

Other expense of $2,747 for the three months ended December 31, 2008 was
comprised of bank fees of $1,967 and State and Local Use Tax of $1,625 partly
offset by miscellaneous income of $845.

Other income of $8,867 for the three months ended December 31, 2007 was
comprised of interest income of $354 and miscellaneous income of $8,513
primarily from the sale of scrap.

Other expense of $4,022 for the six months ended December 31, 2008 was
comprised of bank fees of $3,309 and State and Local Use Tax of $1,625 partly
offset by miscellaneous income of $912.

Other income of $9,146 for the six months ended December 30, 2007 was
comprised of interest income of $574, and miscellaneous income of $8,572.

Net Income before income taxes
==============================
Net income before income taxes for the three-month period ended December 31,
2008 was $359,704. For the same period in 2007 net income before income taxes
was $318,634.

Results for the second quarter of fiscal year 2009 increased when compared to
the same period in fiscal year 2008 primarily due to higher gross profit
while Selling, General and Administrative costs were slightly higher as
discussed above.

Net income before income taxes for the six-month period ended December 31,
2008 was $379,073. For the same period in 2007 net income before income taxes
was $363,939.

Results for the six-month period ended December 31, 2008, increased when
compared to the same period in fiscal year 2008 primarily due to higher gross
profit while Selling, General and Administrative costs were slightly higher
as discussed above.

Income Taxes
============
Deferred tax assets and liabilities are recognized for the expected tax
consequences of temporary differences between the tax bases of assets and
liabilities and their financial statement reported amounts and for tax loss
and credit carry-forwards.


                                           15


A valuation allowance is provided against deferred tax assets when it is
determined to be more likely than not that these amounts will not be
realized.

The Company has provided a valuation allowance against its net deferred tax
assets as it believes that it is more likely than not that it will not
realize these tax attributes. The Company has approximately $669,000 and
$199,000 of federal and state net deferred tax assets, respectively, expiring
beginning in 2012.  Of these amounts, reductions of approximately $129,000
and $34,000 of federal and state net deferred tax assets, respectively, are
the result of net income for the six-month period ending December 31, 2008.

Liquidity and Capital Resources
===============================
Historically, the Company's capital expenditures, debt servicing requirements
and working capital needs have been financed by cash flow from operations,
progress payments on various Government contracts (based on cost incurred)
and a line of credit of $500,000.  This line of credit expired on February
28, 2007.  Starting in fiscal year 2008, the Company has changed the way it
progress bills on new contracts.  The Company now attempts to negotiate
payment based on achievement of milestones rather than relying on
demonstration of incurred costs.  This approach is expected to result in the
Company receiving payment at or before the time it must pay its vendors.  The
four new contracts described under "Revenues" above that were received in
fiscal year 2008 have been structured this way and the Company intends to
continue this approach where possible.

As of December 31, 2008 the Company had no material capital expenditure
commitments.  Management believes that the Company's current cash combined
with progress and milestone payments as well as billings at the time of
delivery of products will be sufficient to support short-term liquidity
requirements, working capital needs and capital expenditures at their current
or expected levels.

At December 31, 2008, the Company's working capital was $2,611,184 compared
to $2,459,225 at December 31, 2007.

The ratio of current assets to current liabilities was 3.30 to 1 at December
31, 2008 and 2.80 to 1 at December 31, 2007.

The following table is a summary of the Statements of Cash Flows in the
Company's Financial Statements:

                                   Six Months ended December 31,
                                    2008                   2007

Net Cash Provided by(used in)
  Operating activities             $  248,314           $  (78,481)
  Investing activities                (26,509)             (64,572)
  Financing activities                     --                   --


Operating Activities:
=====================
Adjustments to reconcile net income to net cash used in operations are
presented in the Statements of Cash Flows in the Company's Financial
Statements.

Net cash provided by operating activities in the six-month period ended
December 31, 2008 was comprised primarily of net income before depreciation
and a decrease in accounts receivable, partly offset by increases in
contract costs and estimated related profits in excess of billings and
inventories, along with decreases in accounts payable, accrued expenses and
accrued pension costs.

                                        16


Net cash used in operating activities for the six-month period ended December
31, 2007 was comprised primarily of net income before depreciation, increases
in accounts receivable, contract costs and related estimated profits in
excess of billings, and inventories which were partly offset by increases in
accounts payable and accrued expenses and a decrease in prepaid expense.

Company sponsored research and development costs are expensed as incurred.
These costs consist primarily of material and labor costs.  The Company
expensed $30,918 of these costs during the six-month period ended December
31, 2008.  For the six-month period ended December 31, 2007, the Company
expensed $71,061 of research and development costs.

Investing Activities:
====================
During the six-month period ended December 31, 2008, net cash of $26,509 was
used in investing activities all of which was used for capital expenditures.

During the six-month period ended December 31, 2007, net cash of $64,572 was
used in investing activities all of which was used for capital expenditures.

Financing Activities:
====================
The Company did not use any cash in financing activities during the six month
periods ended December 31, 2008 and 2007 respectively.

The Company currently has no debt but is endeavoring to obtain a replacement
credit facility for a line of credit that expired in February 2007. The
Company does not regard this credit facility as vital to its continued
operations.

The Company owns approximately 90 acres of land and the building, which it
occupies in Bergen County, New Jersey, adjacent to an interchange of
Interstate Route 287.  The Company is continuing to actively pursue possible
methods of monetizing 68 undeveloped and unused acres of this property, by
its sale and/or development.  This endeavor has become more complex with the
implications of New Jersey's "Highlands Water Protection and Planning Act"
("the Act").

The Act identifies approximately 400,000 acres of New Jersey as The Highlands
Preservation Area.  Pursuant to the statute, this area has the most onerous
restrictions on future development.  The Company's property is in this area,
and further development would not be permitted without a waiver or other
relief from the State.  The Company continues to believe that there are
strong reasons why its property should not be subject to the severe
restrictions of the preservation area, and is attempting to affect a
solution.

However, since the Act was passed in June of 2004, the State has repeatedly
delayed promulgation of final regulations and a master plan.  Originally
expected in 2005, final regulations and a master plan were recently approved
by the Governor on September 5, 2008.  At the same time the Governor issued
Executive Order 114 further defining the framework by which the Highlands
Council, other State agencies, and both county and municipal governments are
to work together.  The Company believes that a regulatory environment is now
developing within which monetization of the land may be possible.  In light
of these recent events, the Company is actively assessing its options.
However, no assurances can be given that the Company's efforts will be
successful, that a satisfactory valuation will be achieved, or that
resolution will be timely.


                                        17

In May 2008, the Company entered into a contract to sell a small parcel of
land, approximately 7 acres, for $205,000.  The land is physically separated
from the main parcel of the Company's property by an interstate highway and
is contained within the Highlands Preservation Area.  Among other things, the
sale of the land is subject to approval for development by the Highlands
Commission and various state and local government agencies.  Accordingly the
Company can make no assurance that the sale will be successfully consummated
or, if consummated, the timing thereof.

Recent Pronouncements
=====================
In February 2007, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities."  SFAS 159 permits
entities to choose, at specified election dates, to measure eligible
financial instruments at fair value and report unrealized gains and losses on
items for which the fair value option has been elected in earnings at each
subsequent reporting date.  SFAS 159 is effective for fiscal years beginning
after November 15, 2007.  The Company does not own any financial instruments
and does not expect this statement to have an effect on the Company's
financial statements.

In September 2006, the FASB issued Statement No. 157, "Fair Value
Measurements" (SFAS 157).  SFAS 157 defines fair value, establishes a
framework for measuring fair value in accordance with generally accepted
accounting principles, and expands disclosures about fair value measurements.
In February 2008, the FASB issued Staff Position No. 157-1, "Application of
FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting
Pronouncements That Address Fair Value Measurements for Purposes of Lease
Classification or Measurement under Statement 13" ("FSP 157-1") and Staff
Position No. 157-2, "Effective Date of FASB Statement No. 157" ("FSP 157-2").
In October 2008, the FASB adopted FASB Staff Position No. 157-3 "Determining
the Fair Value of a Financial Asset When the Market for That Asset Is Not
Active" ("FSP 157-3").  FSP 157-1 amends SFAS 157 to remove certain leasing
transactions from its scope.  FSP  157-2 delays the effective date of SFAS
157 for all non-financial assets and non-financial liabilities, except for
items that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually), until the beginning of
the Company's fiscal year beginning July 1, 2009.  The measurement and
disclosure requirements related to financial assets and financial liabilities
are effective for the Company beginning in the Company's 2009 fiscal year
beginning July 1, 2008.  FSP 157-3 reaffirms that for financial assets fair
value is an estimated exit price, and provides examples of how to estimate
fair values when relevant observable data are not available.  It further
clarifies that in disorderly markets, judgment is required when deciding to
accept or reject market prices as evidence of fair value.  FSP 157-3 is
immediately effective, including for prior periods, for which financial
statements have not been issued. The adoption of Statement SFAS 157, FSP 157-
1, and FSP 157-3 had no impact on the Company's financial statements.

Company Strategy
================
The Company has many years of experience in contracting with the Department
of Defense and has been successful in obtaining many contracts to provide a
wide array of products and services.  Management believes that this
experience is a significant positive competitive factor.  Management is
continuing to explore other areas of business with the Department of Defense,
which are capable of providing stability and growth.

The Company is focusing its efforts within the market for military compact
diesel power generation on select product categories which management
believes represent the best chances of successfully growing the Company's
business.  Although no assurances can be made that such a strategy will be
successful, management believes that long-term growth can best be achieved
by: 1) growing the Company's market share in areas where the Company already
has a strong presence, 2) expanding into related markets with existing
products and capabilities, and 3) further taking advantage of the Company's
strengths by expanding into related product categories.

                                        18


The Company faces competition in many areas and from companies of various
sizes, capabilities and resources.  Competitive factors include product
quality, technology, product availability, price, and customer service.
Management believes that the reputation of the Company in these areas
provides a significant positive competitive factor.  As part of its overall
business strategy management is continuing to reinforce customer awareness of
the Company's current and past performance as a Department of Defense
supplier, its product quality and reliability, and its historically strong
customer relationships.

In response to the U.S. Army's change in priorities away from long-term
product improvements regarding the 2kW Generator Program in 2007, management
reevaluated its approach to the second and third strategic objectives
described above.  Rather than continuing to develop new longer term internal
technologies, the Company is now attempting to capitalize on its previous
investments in technology to obtain business in related military power
markets and to expand into related military product categories.

Two recent contracts with the U.S. Department of Defense to develop
generators as auxiliary power units for vehicles are examples of the second
strategic objective, expanding into related power markets.  The contract for
the Logistics Vehicle Power Supply "LVPS" (described under "Revenues" above)
utilizes the Company's core expertise in compact and highly reliable diesel
engine power generation.  The most recent contract to develop a prototype
'idle reduction' system consisting of an environmental control unit and
diesel generator builds on the Company's recent accomplishments with vehicle
mounted auxiliary power units and management believes it will allow the
Company to further expand into related power applications while increasing
its technology base.  In furtherance of the third strategic objective,
expanding into related military product categories, the Company is utilizing
its experience in military-grade portable power systems under three related
customer funded research and development sub-contracts where the Company will
design and prototype electronic controls for diesel fuel cell systems (See
"Revenues" above).

In the near term, continued growth in profitability and broadening the line
of product offerings are the Company's primary objectives.  The new
development contracts, and the customer-funded research and development sub-
contracts, described above contribute to this goal.  At present the Company
is not actively pursuing opportunities for piece and component manufacturing
work and other short-term business that would utilize existing factory
capacities and capabilities due to the lack of excess capacity in the
Company's factory.  However the Company may consider pursuing such
opportunities in the future.  The Company is continuing to pursue possible
sub-contracting relationships with other companies and defense contractors
that leverage the Company's current expertise and technology in generators
and auxiliary power units.


                                     19


ITEM 4T.	Controls and Procedures

The Company carried out, under the supervision and with the participation of
the Company's management, including the Chief Executive Officer and
Treasurer, an evaluation of the effectiveness of the design and operation of
its disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934) as of the end of the
fiscal quarter covered by this report.  Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by the Company in the reports that it
files or submits under the Securities Exchange Act is accumulated and
communicated to management, including its Chief Executive Officer and
Treasurer, as appropriate to allow timely decisions regarding required
disclosure.  Based on this evaluation, the Chief Executive Officer and
Treasurer concluded that, as of December 31, 2008, the design and operation
of the Company's disclosure controls and procedures were effective.
Nonetheless, a control system, no matter how well designed and operated,
cannot provide absolute assurance that the objectives of the control system
are met, and no evaluation of controls can provide absolute assurance that
all control issues have been detected.
During the fiscal quarter covered by this report, there have been no changes
in the Company's internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.


                                    20


PART II - OTHER INFORMATION


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

         None


Item 4.  Submission of Matters to a Vote of Security Holders


On December 3, 2008, at the Company's annual meeting of shareholders, the
following six directors were elected to serve for the ensuing year.  Set
forth below are the number of votes cast for, or withheld with respect to,
each such person (who were the Company's nominees for directors):

Name                              For              Withheld

Frances D. Dewey                  1,185,413        8,572
John H.D. Dewey                   1,185,495        8,490
James M. Link                     1,153,975       40,010
John B. Rhodes                    1,153,825       40,160
Nathaniel Roberts                 1,187,495        6,490
Ronald Tassello                   1,153,825       40,160



Item 6.  Exhibits
------------------------------------------------------------------

See the accompanying Index to Exhibits to this quarterly report on Form 10-Q.



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                  THE DEWEY ELECTRONICS CORPORATION




                                  /s/ John H.D. Dewey
Date:  February 12, 2009          John H.D. Dewey
                                  President and Chief Executive Officer




                                  /s/ Stephen P. Krill
Date:  February 12, 2009          Stephen P. Krill
                                  Treasurer


                                           21





THE DEWEY ELECTRONICS CORPORATION


INDEX TO EXHIBITS




The following exhibits are included with this report.  For convenience of
reference, exhibits are listed according to the numbers assigned in the
Exhibit table to Regulation S-K.



Number


10(c)  Form of Grant Letter for the 1998 Stock Option Plan (filed
herewith)


31.1  Certification of Chief Executive Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002

31.2  Certification of Treasurer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002


32.1  Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002

32.2  Certification of Treasurer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




                                         22