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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the period ended September 30, 2005



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period
from
to



Commission File Number 0-12945



First Capital Institutional Real Estate, Ltd.2

(Exact name of registrant as specified in its charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Florida                                                       |  | 59-2313852                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              | 
|Two North Riverside Plaza,Suite 700,Chicago, Illinois         |  | 60606-2607                         
|(Address of principal executive offices)                      |  | (Zip Code)                         



(312) 207-0020

(Registrants telephone number, including area code)



Not applicable

(Former name, former address and former
fiscal year, if changed since last report)



Indicate by check mark whether the
registrant (1) has 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 an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes   ̈    No  x



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act.): Yes   ̈    No   ̈



Documents incorporated by reference:



The First Amended and
Restated Certificate and Agreement of Limited Partnership filed as Exhibit A to the definitive Prospectus dated October 19, 1983, included in the Registrants Registration Statement on Form S-11 (Registration No. 2-86361), is
incorporated herein by reference in Part I of this report.



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PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD.2



BALANCE SHEETS

(All dollars rounded to nearest 00s)



|                                                            |  |                              |           |                  |   |          
|----------------------------------------------------------- |  | ---------------------------- | --------- | ---------------- | - | ---------
|                                                            |  | September 30,2005(Unaudited) |           | December 31,2004
|                                                           
|ASSETS                                                      |  |                              |           |                  |   |          
|Cash and cash equivalents                                   |  | $                            | 2,440,000 |                  | $ | 2,481,400
|Other assets                                                |  |                              | 7,000     |                  |   | 8,500    
|                                                           
|                                                            |  | $                            | 2,447,000 |                  | $ | 2,489,900
|                                                           
|                                                            | 
|LIABILITIES AND PARTNERS CAPITAL                           |  |                              |          
|Liabilities:                                                |  |                              |           |                  |   |          
|Accounts payable and accrued expenses                       |  | $                            | 100,600   |                  | $ | 60,500   
|Other liabilities                                           |  |                              | 2,800     |                  |   | 2,800    
|                                                           
|Total Liabilities                                           |  |                              | 103,400   |                  |   | 63,300   
|                                                           
|Commitments and contingencies for environmental remediation |  |                              |          |                  |   |         
|Partners capital:                                          |  |                              |           |                  |   |          
|General Partner                                             |  |                              | 241,900   |                  |   | 242,700  
|Limited Partners (84,886 Units issued and outstanding)      |  |                              | 2,101,700 |                  |   | 2,183,900
|                                                           
|                                                            |  |                              | 2,343,600 |                  |   | 2,426,600
|                                                           
|                                                            |  | $                            | 2,447,000 |                  | $ | 2,489,900
|                                                           



STATEMENT OF PARTNERS CAPITAL

For the nine months ended September 30, 2005

(Unaudited)

(All dollars rounded to nearest 00s)



|                                                        |  |                |         |   |                 |   |           |       |  |   |           |  
|------------------------------------------------------- |  | -------------- | ------- | - | --------------- | - | --------- | ----- |  | - | --------- | -
|                                                        |  | GeneralPartner |         |   | LimitedPartners |   |           | Total | 
|                                                        | 
|Partners capital, January 1, 2005                      |  | $              | 242,700 |   |                 | $ | 2,183,900 |       |  | $ | 2,426,600 |  
|Net (loss) for the nine months ended September 30, 2005 |  |                | (800    | ) |                 |   | (82,200   | )     |  |   | (83,000   | )
|                                                        | 
|Partners capital, September 30, 2005                   |  | $              | 241,900 |   |                 | $ | 2,101,700 |       |  | $ | 2,343,600 |  
|                                                        | 

1

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



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FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD.2



STATEMENTS OF INCOME AND EXPENSES

For the quarters ended
September 30, 2005 and 2004

(Unaudited)

(All dollars rounded to nearest 00s

except per Unit amounts)



|                                                                             |  |      |         |   |      |   |         |  
|---------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                                             |  | 2005 |         |   | 2004 |  
|                                                                             | 
|Income:                                                                      |  |      |         |   |      |   |         |  
|Interest                                                                     |  | $    | 20,400  |   |      | $ | 20,200  |  
|                                                                             | 
|                                                                             |  |      | 20,400  |   |      |   | 20,200  |  
|                                                                             | 
|Expenses:                                                                    |  |      |         |   |      |   |         |  
|General and administrative:                                                  |  |      |         |   |      |   |         |  
|Affiliates                                                                   |  |      | 2,500   |   |      |   | 2,500   |  
|Nonaffiliates                                                                |  |      | 41,600  |   |      |   | 41,500  |  
|                                                                             | 
|                                                                             |  |      | 44,100  |   |      |   | 44,000  |  
|                                                                             | 
|Net (loss)                                                                   |  | $    | (23,700 | ) |      | $ | (23,800 | )
|                                                                             | 
|Net (loss) allocated to General Partner                                      |  | $    | (200    | ) |      | $ | (200    | )
|                                                                             | 
|Net (loss) allocated to Limited Partners                                     |  | $    | (23,500 | ) |      | $ | (23,600 | )
|                                                                             | 
|Net (loss) allocated to Limited Partners per unit (84,886 Units outstanding) |  | $    | (0.28   | ) |      | $ | (0.28   | )
|                                                                             | 



STATEMENTS OF INCOME AND EXPENSES

For the nine months ended September 30, 2005 and 2004

(Unaudited)

(All dollars rounded to nearest 00s

except per Unit amounts)



|                                                                             |  |      |         |   |      |   |         |  
|---------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                                             |  | 2005 |         |   | 2004 |  
|                                                                             | 
|Income:                                                                      |  |      |         |   |      |   |         |  
|Interest                                                                     |  | $    | 52,300  |   |      | $ | 49,100  |  
|Other                                                                        |  |      |        |   |      |   | 1,000   |  
|                                                                             | 
|                                                                             |  |      | 52,300  |   |      |   | 50,100  |  
|                                                                             | 
|Expenses:                                                                    |  |      |         |   |      |   |         |  
|General and administrative:                                                  |  |      |         |   |      |   |         |  
|Affiliates                                                                   |  |      | 7,300   |   |      |   | 7,300   |  
|Nonaffiliates                                                                |  |      | 128,000 |   |      |   | 109,500 |  
|                                                                             | 
|                                                                             |  |      | 135,300 |   |      |   | 116,800 |  
|                                                                             | 
|Net (loss)                                                                   |  | $    | (83,000 | ) |      | $ | (66,700 | )
|                                                                             | 
|Net (loss) allocated to General Partner                                      |  | $    | (800    | ) |      | $ | (700    | )
|                                                                             | 
|Net (loss) allocated to Limited Partners                                     |  | $    | (82,200 | ) |      | $ | (66,000 | )
|                                                                             | 
|Net (loss) allocated to Limited Partners per unit (84,886 Units outstanding) |  | $    | (0.97   | ) |      | $ | (0.78   | )
|                                                                             | 



STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2005 and 2004

(Unaudited)

(All dollars rounded to nearest 00s)



|                                                                                |  |      |           |   |      |   |           |  
|------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|                                                                                |  | 2005 |           |   | 2004 |  
|                                                                                | 
|Cash flows from operating activities:                                           |  |      |           |   |     
|Net (loss)                                                                      |  | $    | (83,000   | ) |      | $ | (66,700   | )
|Adjustments to reconcile net (loss) to net cash (used in) operating activities: |  |      |           |   |      |   |           |  
|Changes in assets and liabilities:                                              |  |      |           |   |      |   |           |  
|Decrease (increase) in other assets                                             |  |      | 1,500     |   |      |   | (2,300    | )
|Increase in accounts payable and accrued expenses                               |  |      | 40,100    |   |      |   | 19,200    |  
|                                                                                | 
|Net cash (used in) operating activities                                         |  |      | (41,400   | ) |      |   | (49,800   | )
|Cash and cash equivalents at the beginning of the period                        |  |      | 2,481,400 |   |      |   | 6,168,100 |  
|                                                                                | 
|Cash and cash equivalents at the end of the period                              |  | $    | 2,440,000 |   |      | $ | 6,118,300 |  
|                                                                                | 



2

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



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FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD.2

NOTES TO FINANCIAL STATEMENTS

(Unaudited)



1. Summary of significant accounting policies:



Definition of special terms:

Capitalized terms used in this report have the same meaning
as those terms in the Partnerships Registration Statement filed with the Securities and Exchange Commission on Form S-11. Definitions of these terms are contained in Article III of the First Amended and Restated Certificate and Agreement of
Limited Partnership, which is included in the Registration Statement and incorporated herein by reference.



Accounting policies:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating
results for the quarter and nine months ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. Reference is made to the Partnerships Annual Report for the
year ended December 31, 2004, for a description of other accounting policies and additional details of the Partnerships financial condition, results of operations, changes in Partners capital and changes in cash balances for the
year then ended. The details provided in the notes thereto have not changed except as a result of normal transactions in the interim or as otherwise disclosed herein.



The Partnership has disposed of its real estate properties and upon resolution of the environmental matter disclosed in Note 3, the Partnership will
make a liquidating distribution and dissolve.



The Partnership utilizes the accrual
method of accounting. Under this method, revenues are recorded when earned and expenses are recorded when incurred.



Preparation of the Partnerships financial statements in conformity with accounting principles generally accepted in the United States 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 the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.



Cash equivalents are considered all
highly liquid investments with a maturity of three months or less when purchased.



The
Partnership has one reportable segment as the Partnership is in the disposition phase of its life cycle, wherein it is seeking to resolve post-closing matters related to the properties sold by the Partnership.



2. Related party transactions:



In accordance with the Partnership Agreement, subsequent to October 19, 1984, the Termination of the Offering, the General Partner is entitled to
10% of Cash Flow (as defined in the Partnership Agreement) as a Partnership Management Fee. Net Profits (exclusive of Net Profits from the sale or disposition of Partnership properties) are allocated: first, to the General Partner, in an amount
equal to the greater of the General Partners Partnership Management Fee or 1% of such Net Profits; second, the balance, if any, to the Limited Partners. Net Profits from the sale or disposition of a Partnership property are allocated: first,
prior to giving effect to any distributions of Sale Proceeds from the transaction, to the General Partner and the Limited Partners with negative balances in their capital accounts pro rata in proportion to such respective negative balances, to the
extent of the total of such negative balances; second, to the General Partner, in an amount necessary to make the balance in its capital account equal to the amount of Sale Proceeds to be distributed to the General Partner with respect to the sale
or disposition of such property and third, the balance, if any, to the Limited Partners. Net Losses (exclusive of Net Losses from the sale, disposition or provision for value impairment of Partnership properties) are allocated 1% to the General
Partner and 99% to the Limited Partners. Net Losses from the sale, disposition or provision for value impairment of Partnership properties are allocated: first, prior to giving effect to any distributions of Sale Proceeds from the transaction, to
the extent that the balance in the General Partners capital account exceeds its Capital Investment or the balance in the capital accounts of the Limited Partners exceeds the amount of their Capital Investment (the Excess Balances),
to the General Partner and the Limited Partners pro rata in proportion to such Excess Balances until such Excess Balances are reduced to zero; second, to the General Partner and the Limited Partners and among them (in the ratio which balances) until
the balance in their capital accounts shall be reduced to zero; third, the balance, if any, 99% to the Limited Partners and 1% to the General Partner. Notwithstanding the foregoing, in all events there shall be allocated to the General Partner not
less than 1% of Net Profits and Net Losses from the sale or disposition of a Partnership property. For the quarters and nine months ended September 30, 2005 and 2004, the General Partner was not paid a Partnership Management Fee. For the
quarter and nine months ended September 30, 2005 the General Partner was allocated Net (Losses) of $(200) and $(800), respectively. For the quarter and nine months ended September 30, 2004 the General Partner was allocated Net (Losses) of
$(200) and $(700), respectively.



Fees and reimbursements paid and payable by the
Partnership to Affiliates during the quarter and nine months ended September 30, 2005 were as follows:



|                                    |  |         |       |            |   |         |  |   |     
|----------------------------------- |  | ------- | ----- | ---------- | - | ------- |  | - | ----
|                                    |  | Paid    |       |           
|                                    |  | Quarter |       | NineMonths |   | Payable
|                                   
|Reimbursement of expenses, at cost: |  |         |       |            |   |         |  |   |     
|Accounting                         |  | $       | 2,500 |            | $ | 7,300   |  | $ | None
|                                   



3



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3. Environmental matter:



In 1996, the General Partner became aware of the existence of hazardous substances in the soil and
groundwater under Lakewood Square Shopping Center (Lakewood). In connection with the 1997 sale of Lakewood, the purchaser assumed the obligation to remedy the hazardous substances in the manner required by law, which includes, but is not
limited to, payment of all costs in connection with the remediation work. In addition, the purchaser provided the Partnership with certain indemnification protection in relation to clean-up costs and related expenses arising from the presence of
these hazardous substances. The purchaser completed the initial stage of the Remediation Action Plan which was approved by the Los Angeles Regional Water Quality Control Board. Based on the most recent information made available, the Los Angeles
Regional Water Quality Control Board has agreed to a suspension of active remediation for the time being but is requiring a successor owner of the property to continue to monitor the groundwater. It is not known whether further active remediation
will be required. The General Partner continues to monitor the documentation delivered by the successor owner regarding the hazardous substances at Lakewood.



4



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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Reference is
made to the Partnerships Annual Report for the year ended December 31, 2004 for a discussion of the Partnerships business.



Certain statements in the Report on Form 10-Q may constitute forward-looking statements as defined in Section 27A of the Securities Act of 1933 (the
Securities Act), Section 21E of the Securities Exchange Act of 1934 (the Exchange Act), the Private Securities Litigation Reform Act of 1995 (the PSLRA) or in releases made by the SEC, all as may be amended
from time to time. Such forward looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Partnership, or industry results, to differ
materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward looking statements can be identified by, among
other things, the use of forward-looking language, such as the words plan, believe, expect, anticipate, intend, estimate, project, may, will,
would, could, should, seeks, or scheduled to, or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy
or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the safe harbor provisions of such laws. The Partnership cautions
investors that any forward-looking statements made by the Partnership are not guarantees or indicative of future performance. Important assumptions and other important factors could cause actual results to differ materially from those
forward-looking statements with respect to the Partnership. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.



Although the Partnership believes that its plans, intentions and expectations reflected in or
suggested by such forward-looking statements are reasonable, actual results could differ materially from a projection or assumption in any of its forward-looking statements. The Partnerships future financial condition and results of
operations, as well as any forward-looking statements, are made only as of the date hereof and the partnership does not have or undertake any obligation to update or revise any forward-looking statements whether as a result of new information,
subsequent events or otherwise, unless otherwise required by law.



The Partnership has
substantially completed the disposition phase of its life cycle. The Partnership has sold its remaining property investments and is working towards resolution of post-closing property sale matters.



Operations

Net (loss) changed from $(23,800) and $(66,700) for the quarter and nine months ended September 30, 2004, respectively, to $(23,700) and $(83,000) for the quarter and nine months ended September 30, 2005, respectively. The change
was primarily due to an increase in the costs related to investor services.



Liquidity and Capital Resources

The (decrease) in the Partnerships cash position of $(41,400) for the nine months ended September 30, 2005
was the result of net cash (used in) operating activities. Liquid assets (including cash and cash equivalents) of the Partnership as of September 30, 2005 were comprised of amounts reserved for the Lakewood Square Shopping Center
(Lakewood) (sold in 1997) environmental matter (as hereafter discussed) and Partnership liquidation expenses.



Net cash (used in) operating activities decreased from $(49,800) for the nine months ended September 30, 2004 to $(41,400) for the nine months ended September 30, 2005.
The change was primarily due to the increase in outstanding obligations at September 30, 2005, partially offset by an increase in net (loss) as previously discussed.



The Partnership has no financial instruments for which there are significant market risks.



As described in Note 3 of the Notes to Financial Statements, the Partnership is awaiting resolution of
an environmental matter at Lakewood. The purchaser of Lakewood has completed the initial stage of the Remediation Action Plan which was approved by the Los Angeles Regional Water Quality Control Board. Based on the most recent information made
available, the Los Angeles Regional Water Quality Control Board has allowed the current owner to suspend active remediation for the time being but is requiring the owner to continue to monitor the groundwater. It is not known whether further active
remediation will be required. The General Partner is continuing to monitor the documentation delivered by the successor owner regarding the hazardous substances at Lakewood. Until the environmental matter at Lakewood is resolved to the satisfaction
of the General Partner, the Partnership will continue to maintain a reserve of liquid assets (cash and cash equivalents).



5



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ITEM 4. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures

The principal executive officer of the
General Partner, Donald J. Liebentritt, and the principal financial officer of the General Partner, Philip Tinkler, have evaluated the effectiveness of the Partnerships disclosure controls and procedures, as required by Rule 13a-15(e) and 15d
 15(e) under the Securities Exchange Act of 1934 (the Exchange Act). Based upon the results of that evaluation, these executive officers have concluded that as of the end of the period covered by this quarterly report, the
Partnerships disclosure controls and procedures were effective in all material respects to ensure that the information required to be disclosed by the Partnership in reports it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SECs rules and forms.



The General Partner of the Partnership is responsible for establishing and maintaining a system of internal control over financial reporting for the Partnership (as defined in Rules 13A-15(f) and 15d-15(f) under the Exchange Act) designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. The principal
executive officer and principal financial officer of the General Partner have determined that during the most recent fiscal quarter, there have been no changes in internal control over financial reporting that occurred that have materially affected
or are reasonably likely to materially affect internal control over financial reporting.



The executive officers of the General Partner do not expect that the Partnerships disclosure controls and procedures or internal controls and procedures will prevent all errors and all fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Partnership
have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts
of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



6



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PART II. OTHER INFORMATION



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



(a) Exhibits:



31.1: Certification of Principal Executive Officer required by Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).



31.2: Certification of Principal Financial Officer required by Rule 13a-14(a) and Rule 15d-14(a) of
the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).



32: Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(filed herewith).



(b) Reports on Form 8-K:



There were no reports filed on Form 8-K for the quarter ended September 30, 2005.



7



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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                        |  |  |  |                                                 |  |                                                 |  |                                                            
|----------------------- |  |  |  | ----------------------------------------------- |  | ----------------------------------------------- |  | -----------------------------------------------------------
|                        |  |  |  | FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD.2
|                        |  |  | 
|                        |  |  |  | By:                                             |  | FIRST CAPITAL FINANCIAL, L.L.C. GENERAL PARTNER
|                        |  |  | 
|Date: November 10, 2005 |  |  |  | By:                                             |  | /S/    DONALD J. LIEBENTRITT                   
|                        |  |  |  |                                                 |  |                                                 |  | DONALD J. LIEBENTRITT President and
Chief Executive Officer
|                        |  |  | 
|Date: November 10, 2005 |  |  |  | By:                                             |  | /S/    PHILIP TINKLER                          
|                        |  |  |  |                                                 |  |                                                 |  | PHILIP TINKLER Vice
PresidentFinance and Treasurer        



8