..
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K/A

        [ X ]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                EXCHANGE ACT OF 1934

                   For the Fiscal Year ended December 31, 2005
                         Commission file number 1-12284

                           GOLDEN STAR RESOURCES LTD.
             (Exact Name of Registrant as Specified in Its Charter)

           Canada                                         98-0101955
(State or other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)


        10901 West Toller Drive, Suite 300
                Littleton, Colorado                     80127-6312
      (Address of Principal Executive Office)           (Zip Code)


       Registrant's telephone number, including area code (303) 830-9000
Securities registered or to be registered pursuant to Section 12 (b) of the Act:

        Title of Each Class     Name of each exchange on which registered
           Common Shares                 American Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:
                          Warrants Issued February 2003

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes _X__ No ___

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. Yes ___ No _X__

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 (the
"Act")  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 if disclosure of delinquent  filers  pursuant to item 405
of Regulation  S-K (ss.  229.405 of this chapter) is not contained  herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form l0-K. ___

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

(Check one):    Large accelerated filer: ___      Accelerated filer: _X__
                Non-accelerated filer: ___

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

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates of the Registrant was  approximately  $437 million as of June 30,
2005, based on the closing price of the shares on the American Stock Exchange of
$3.10 per share.

Number of Common Shares outstanding as at March 27, 2006: 207,265,758


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<PAGE>

EXPLANATORY NOTE

Golden Star Resources Ltd. is filing this amendment to its Annual Report on Form
10-K,  originally filed with the Securities and Exchange  Commission  ("SEC") on
March 29, 2006,  for the purpose of refiling  Exhibit 10.24 and filing  Exhibits
21, 23.1 and 23.2, which were inadvertently omitted from the Form 10-K.

This Form  10-K/A only  presents  Item 15(b) of the  original  Form 10-K and the
Exhibits 10.24,  21, 23.1 and 23.2. No other Item or information in the original
Form 10-K is amended  hereby.  In  addition,  pursuant  to the rules of the SEC,
Exhibits   31.1  and  31.2  have  been  updated  to  contain   currently   dated
certifications  of Golden  Star's Chief  Executive  Officer and Chief  Financial
Officer.
<PAGE>


ITEM 15  EXHIBITS, FINANCIAL STATEMENT SCHEDULES


     (b)  Exhibits


3(i) Incorporating Documents of the Company, including:  Articles of Arrangement
     dated May 14, 1992, with Plan of Arrangement attached,  with Certificate of
     Amendment with respect thereto dated May 15, 1992; Certificate of Amendment
     dated May 15, 1992,  with Articles of Amendment;  Certificate  of Amendment
     dated March 26, 1993,  with Articles of Amendment;  Articles of Arrangement
     dated March 7, 1995, with Plan of Arrangement attached, with Certificate of
     Amendment  with  respect  thereto  dated  March 14,  1995;  Certificate  of
     Amendment dated July 29, 1996, with Articles of Amendment;  and Certificate
     of  Amendment  dated  July  10,  2002,  with  Articles  of  Amendment  (all
     incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on
     January 23, 2003); Articles of Amendment dated May 6, 2005

3(ii) Bylaws of the Company,  including:  Bylaw Number One, amended and restated
     as of April 3,  2002  (incorporated  by  reference  to  Exhibit  4.3 to the
     Company's Registration Statement on Form S-3 (Reg. No. 333-102225) filed on
     December 27, 2002);  Bylaw Number Two, effective May 15, 1992 (incorporated
     by reference to Exhibit 4.2 to the Company's  Form 8-K filed on January 23,
     2003);  and Bylaw Number  Three,  effective May 15, 1992  (incorporated  by
     reference  to Exhibit  4.2 to the  Company's  Form 8-K filed on January 23,
     2003)

4.1  Form of Specimen  Certificate for Common Shares  (incorporated by reference
     to Exhibit 4.1 to the Company's  Registration Statement on Form S-3/A (Reg.
     No. 333-91666) filed on July 15, 2002)

4.2  Amended  and  Restated  Shareholder's  Rights Plan dated as of May 20, 2004
     between  the  Company  and CIBC  Mellon  Trust  Company,  as  rights  agent
     (incorporated  by reference to Exhibit 4.1 to the Company's  Form 8-K filed
     June 3, 2004)

4.9  Warrant  Indenture,  dated as of February 14, 2003, between the Company and
     CIBC Mellon Trust Company,  including the Form of Warrant  (incorporated by
     reference  to Exhibit 4.1 of the  Company's  Form 8-K filed on February 14,
     2003)

4.11 Securities  Purchase Agreement dated April 15, 2005 between the Company and
     Amaranth LLC  (incorporated  by  reference to Exhibit 4.1 to the  Company's
     Form 8-K filed on April 19, 2005)



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<PAGE>

4.12 Form of Senior  Convertible  Note dated  April 15,  2005  (incorporated  by
     reference to Exhibit 4.2 to the Company's Form 8-K filed on April 19, 2005)

4.13 Registration  Rights Agreement dated April 15, 2005 between the Company and
     Amaranth LLC  (incorporated  by  reference to Exhibit 4.3 to the  Company's
     Form 8-K filed on April 19, 2005)

4.14 Form of Warrant issued to warrantholders of St. Jude Resources Ltd.
     (previously filed)

4.15 Form of Option issued to optionholders of St. Jude Resources Ltd.
     (previously filed)

10.1 Summary of Executive  Management  Performance  Bonus Plan  (incorporated by
     reference  to Exhibit 10.1 of the  Company's  Form 8-K filed on January 23,
     2003)

10.2 Second  Amended and Restated 1997 Stock Option Plan,  effective as of April
     8, 2004  (incorporated  by reference to Exhibit 10.2 to the Company's  Form
     10-K for the year ended December 31, 2004)

10.3 Form of Indemnification  Agreement between the Company and its officers and
     directors  (incorporated by reference to Exhibit 10.3 of the Company's Form
     8-K filed on January 23, 2003)

10.4 Employees'  Stock  Bonus  Plan  amended  and  restated  to  April  6,  2000
     (incorporated  by reference to Exhibit 10(j) to the Company's Form 10-K for
     the year ended December 31, 2000)

10.5 Guyanor  Ressources  S.A. Stock Option Plan amended and restated as of June
     15,  1999  (English  translation)  (incorporated  by  reference  to Exhibit
     10.35(a) to the Company's Form 10-K for the year ended December 31, 1999)

10.6 Amended and Restated  Employment  Agreement  with Mr. Peter  Bradford dated
     April 30, 2004 (incorporation by reference to Exhibit 10.7 to the Company's
     Form 10-K for the year ended December 31, 2004);  Letter Agreement amending
     Mr. Bradford's Amended and Restated Employment  Agreement dated February 3,
     2005  (incorporated  by reference to the  Company's  Form 10-K for the year
     ended December 31, 2004)

10.7 Amended and Restated  Employment  Agreement  with Mr. Allan J. Marter dated
     April 30, 2004 (incorporation by reference to Exhibit 10.8 to the Company's
     Form 10-K for the year ended December 31, 2004)

10.8 Amended and Restated  Employment  Agreement  with Dr.  Douglas  Jones dated
     April 30, 2004 (incorporation by reference to Exhibit 10.9 to the Company's
     Form 10-K for the year ended December 31, 2004)

10.9 Amended and Restated Employment Agreement with Mr. Bruce Higson-Smith dated
     April  30,  2004  (incorporation  by  reference  to  Exhibit  10.10  to the
     Company's Form 10-K for the year ended December 31, 2004)

10.10 Amended and Restated  Employment  Agreement with Mr. Richard Q. Gray dated
     April  30,  2004  (incorporation  by  reference  to  Exhibit  10.11  to the
     Company's Form 10-K for the year ended December 31, 2004)

10.11 Agreements  between the Company and its outside  directors  granting  them
     options to purchase Guyanor Class "B" common shares,  (1) dated December 8,
     1995, and December 10, 1996  (incorporated by reference as Exhibit 10.39 to
     the Company's  Form 10-K for the year ended  December 31, 1996),  (2) dated
     December 9, 1997  (incorporated  by  reference  to Exhibit  10.39(a) to the
     Company's  Form  10-K for the year  ended  December  31,  1997),  (3) dated
     December 8, 1998  (incorporated  by  reference  to Exhibit  10.39(b) to the
     Company's Form 10-K for the year ended  December 31, 1998),  (4) dated June
     15, 1999  (incorporated  by reference to Exhibit  10.39(c) to the Company's
     Form 10-K for the year ended  December 31, 1999),  and (5) dated August 16,
     2001 (incorporated by reference to Exhibit 10.11 to the Company's Form 10-K
     for the year ended December 31, 2002)

10.12 Agreement,  dated  November  16,  2001,  between  Bogoso Gold  Limited and
     Prestea Gold  Resources  Limited for the  purchase of Prestea  mining lease
     rights and option  payments  (incorporated  by reference to Exhibit 10.2 to
     the Company's Form 8-K filed on March 6, 2002)

10.13 Guiana Shield  Transaction  Agreement  with Cambior Inc. dated October 25,
     2001 for the sale and swap of Golden  Star's  interest in Gross Rosebel and
     other  properties  (incorporated  by  reference  to  Exhibit  10.3  to  the
     Company's Form 8-K filed March 6, 2002)

10.14 Mining  lease,  dated  August 16,  1988,  between  the  Government  of the
     Republic of Ghana and Canadian Bogosu  Resources  Limited,  relating to the
     Bogoso property (previously filed)



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<PAGE>

10.15 Mining  lease,  dated  August 21,  1987,  between  the  Government  of the
     Republic of Ghana and Canadian Bogosu  Resources  Limited,  relating to the
     Bogoso property (previously filed)

10.16 Mining lease,  dated June 29, 2001, between the Government of the Republic
     of  Ghana  and  Bogoso  Gold  Limited,  relating  to the  Prestea  property
     (incorporated  by reference to Exhibit 10.1 to the Company's Form 8-K filed
     on March 6, 2002)

10.17 Mining  lease,  dated  September  17, 1992 between the  Government  of the
     Republic of Ghana and Satellite Goldfields Limited, with letter dated April
     25, 2002 form the Ministry of Mines  consenting  to  assignment  to Wexford
     Goldfields Ltd., relating to the Wassa property (incorporation by reference
     to Exhibit 10.26 to the Company's Form 10-K for the year ended December 31,
     2004)

10.18 Mining lease dated June 29, 2001,  between the  Government of the Republic
     of Ghana and Prestea Gold  Resources,  relating to the Prestea  underground
     property (incorporation by reference to Exhibit 10.27 to the Company's Form
     10-K for the year ended December 31, 2004)

10.19 Joint  Operating  Agreement,  dated January 31, 2002,  between Bogoso Gold
     Limited and Prestea Gold Resources  Limited  (incorporated  by reference to
     Exhibit  10.25 to the Company's  Form 10-K for the year ended  December 31,
     2002)

10.20 Memorandum  of  Agreement,  dated  March  14,  2002,  among  Prestea  Gold
     Resources,  Bogoso Gold  Limited and others  (incorporated  by reference to
     Exhibit  10.26 to the Company's  Form 10-K for the year ended  December 31,
     2002)

10.21 Letter  agreement  between the Company and Guyanor  Ressources  S.A. dated
     September 30, 2004 relating to sale of Gross  Rosebel  Participation  Right
     (incorporated  by reference to Exhibit 10.30 to the Company's Form 10-K for
     the year ended December 31, 2004)

10.22 Arrangement  Agreement dated November 11, 2005 between the Company and St.
     Jude  Resources  Ltd.  (incorporated  by  reference  to Exhibit  2.1 to the
     Company's Form 8-K filed on November 17, 2005)

10.23 Executive  Employment  Agreement,  dated July 1, 2002,  between  St.  Jude
     Resources Ltd. and Bluestar Management Inc. (previously filed)

10.24 License  Agreement,  dated June 28, 2004 between Biomin  Technologies S.A.
     and Bogoso Gold Limited; Addendum, dated June 30, 2005

14   Code of Ethics for Directors,  Senior Executive and Financial  Officers and
     Other Executive Officers (previously filed)

21   Subsidiaries of the Company

23.1 Consent of PricewaterhouseCoopers LLP

23.2 Consent of Colin Jones

31.1 Certification of Principal Executive Officer pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002

31.2 Certification of Principal Financial Officer pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002

32.1 Certificate  of  Principal  Executive  Officer  pursuant to 18 U.S.C.  1350
     (Section 906 of the Sarbanes-Oxley Act of 2002) (previously filed)

32.2 Certificate  of  Principal  Financial  Officer  pursuant to 18 U.S.C.  1350
     (Section 906 of the Sarbanes-Oxley Act of 2002) (previously filed)



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<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report on Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                  GOLDEN STAR RESOURCES LTD.
                                  Registrant



                                  By:      /s/ Roger Palmer
                                     -------------------------------------------
                                           Roger Palmer
                                           Vice President, Finance

                                  Date:    March 30, 2006






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<PAGE>

                                    EXHIBITS

3(i) Incorporating Documents of the Company, including:  Articles of Arrangement
     dated May 14, 1992, with Plan of Arrangement attached,  with Certificate of
     Amendment with respect thereto dated May 15, 1992; Certificate of Amendment
     dated May 15, 1992,  with Articles of Amendment;  Certificate  of Amendment
     dated March 26, 1993,  with Articles of Amendment;  Articles of Arrangement
     dated March 7, 1995, with Plan of Arrangement attached, with Certificate of
     Amendment  with  respect  thereto  dated  March 14,  1995;  Certificate  of
     Amendment dated July 29, 1996, with Articles of Amendment;  and Certificate
     of  Amendment  dated  July  10,  2002,  with  Articles  of  Amendment  (all
     incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on
     January 23, 2003); Articles of Amendment dated May 6, 2005

3(ii) Bylaws of the Company,  including:  Bylaw Number One, amended and restated
     as of April 3,  2002  (incorporated  by  reference  to  Exhibit  4.3 to the
     Company's Registration Statement on Form S-3 (Reg. No. 333-102225) filed on
     December 27, 2002);  Bylaw Number Two, effective May 15, 1992 (incorporated
     by reference to Exhibit 4.2 to the Company's  Form 8-K filed on January 23,
     2003);  and Bylaw Number  Three,  effective May 15, 1992  (incorporated  by
     reference  to Exhibit  4.2 to the  Company's  Form 8-K filed on January 23,
     2003)

4.1  Form of Specimen  Certificate for Common Shares  (incorporated by reference
     to Exhibit 4.1 to the Company's  Registration Statement on Form S-3/A (Reg.
     No. 333-91666) filed on July 15, 2002)

4.2  Amended  and  Restated  Shareholder's  Rights Plan dated as of May 20, 2004
     between  the  Company  and CIBC  Mellon  Trust  Company,  as  rights  agent
     (incorporated  by reference to Exhibit 4.1 to the Company's  Form 8-K filed
     June 3, 2004)

4.9  Warrant  Indenture,  dated as of February 14, 2003, between the Company and
     CIBC Mellon Trust Company,  including the Form of Warrant  (incorporated by
     reference  to Exhibit 4.1 of the  Company's  Form 8-K filed on February 14,
     2003)

4.11 Securities  Purchase Agreement dated April 15, 2005 between the Company and
     Amaranth LLC  (incorporated  by  reference to Exhibit 4.1 to the  Company's
     Form 8-K filed on April 19, 2005)

4.12 Form of Senior  Convertible  Note dated  April 15,  2005  (incorporated  by
     reference to Exhibit 4.2 to the Company's Form 8-K filed on April 19, 2005)

4.13 Registration  Rights Agreement dated April 15, 2005 between the Company and
     Amaranth LLC  (incorporated  by  reference to Exhibit 4.3 to the  Company's
     Form 8-K filed on April 19, 2005)

4.14 Form of Warrant issued to warrantholders of St. Jude Resources Ltd.
     (previously filed)

4.15 Form of Option issued to optionholders of St. Jude Resources Ltd.
     (previously filed)

10.1 Summary of Executive  Management  Performance  Bonus Plan  (incorporated by
     reference  to Exhibit 10.1 of the  Company's  Form 8-K filed on January 23,
     2003)

10.2 Second  Amended and Restated 1997 Stock Option Plan,  effective as of April
     8, 2004  (incorporated  by reference to Exhibit 10.2 to the Company's  Form
     10-K for the year ended December 31, 2004)

10.3 Form of Indemnification  Agreement between the Company and its officers and
     directors  (incorporated by reference to Exhibit 10.3 of the Company's Form
     8-K filed on January 23, 2003)

10.4 Employees'  Stock  Bonus  Plan  amended  and  restated  to  April  6,  2000
     (incorporated  by reference to Exhibit 10(j) to the Company's Form 10-K for
     the year ended December 31, 2000)

10.5 Guyanor  Ressources  S.A. Stock Option Plan amended and restated as of June
     15,  1999  (English  translation)  (incorporated  by  reference  to Exhibit
     10.35(a) to the Company's Form 10-K for the year ended December 31, 1999)

10.6 Amended and Restated  Employment  Agreement  with Mr. Peter  Bradford dated
     April 30, 2004 (incorporation by reference to Exhibit 10.7 to the Company's
     Form 10-K for the year ended December 31, 2004);  Letter Agreement amending
     Mr. Bradford's Amended and Restated Employment  Agreement dated February 3,
     2005  (incorporated  by reference to the  Company's  Form 10-K for the year
     ended December 31, 2004)



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<PAGE>

10.7 Amended and Restated  Employment  Agreement  with Mr. Allan J. Marter dated
     April 30, 2004 (incorporation by reference to Exhibit 10.8 to the Company's
     Form 10-K for the year ended December 31, 2004)

10.8 Amended and Restated  Employment  Agreement  with Dr.  Douglas  Jones dated
     April 30, 2004 (incorporation by reference to Exhibit 10.9 to the Company's
     Form 10-K for the year ended December 31, 2004)

10.9 Amended and Restated Employment Agreement with Mr. Bruce Higson-Smith dated
     April  30,  2004  (incorporation  by  reference  to  Exhibit  10.10  to the
     Company's Form 10-K for the year ended December 31, 2004)

10.10 Amended and Restated  Employment  Agreement with Mr. Richard Q. Gray dated
     April  30,  2004  (incorporation  by  reference  to  Exhibit  10.11  to the
     Company's Form 10-K for the year ended December 31, 2004)

10.11 Agreements  between the Company and its outside  directors  granting  them
     options to purchase Guyanor Class "B" common shares,  (1) dated December 8,
     1995, and December 10, 1996  (incorporated by reference as Exhibit 10.39 to
     the Company's  Form 10-K for the year ended  December 31, 1996),  (2) dated
     December 9, 1997  (incorporated  by  reference  to Exhibit  10.39(a) to the
     Company's  Form  10-K for the year  ended  December  31,  1997),  (3) dated
     December 8, 1998  (incorporated  by  reference  to Exhibit  10.39(b) to the
     Company's Form 10-K for the year ended  December 31, 1998),  (4) dated June
     15, 1999  (incorporated  by reference to Exhibit  10.39(c) to the Company's
     Form 10-K for the year ended  December 31, 1999),  and (5) dated August 16,
     2001 (incorporated by reference to Exhibit 10.11 to the Company's Form 10-K
     for the year ended December 31, 2002)

10.12 Agreement,  dated  November  16,  2001,  between  Bogoso Gold  Limited and
     Prestea Gold  Resources  Limited for the  purchase of Prestea  mining lease
     rights and option  payments  (incorporated  by reference to Exhibit 10.2 to
     the Company's Form 8-K filed on March 6, 2002)

10.13 Guiana Shield  Transaction  Agreement  with Cambior Inc. dated October 25,
     2001 for the sale and swap of Golden  Star's  interest in Gross Rosebel and
     other  properties  (incorporated  by  reference  to  Exhibit  10.3  to  the
     Company's Form 8-K filed March 6, 2002)

10.14 Mining  lease,  dated  August 16,  1988,  between  the  Government  of the
     Republic of Ghana and Canadian Bogosu  Resources  Limited,  relating to the
     Bogoso property (previously filed)


10.15 Mining  lease,  dated  August 21,  1987,  between  the  Government  of the
     Republic of Ghana and Canadian Bogosu  Resources  Limited,  relating to the
     Bogoso property (previously filed)

10.16 Mining lease,  dated June 29, 2001, between the Government of the Republic
     of  Ghana  and  Bogoso  Gold  Limited,  relating  to the  Prestea  property
     (incorporated  by reference to Exhibit 10.1 to the Company's Form 8-K filed
     on March 6, 2002)

10.17 Mining  lease,  dated  September  17, 1992 between the  Government  of the
     Republic of Ghana and Satellite Goldfields Limited, with letter dated April
     25, 2002 form the Ministry of Mines  consenting  to  assignment  to Wexford
     Goldfields Ltd., relating to the Wassa property (incorporation by reference
     to Exhibit 10.26 to the Company's Form 10-K for the year ended December 31,
     2004)

10.18 Mining lease dated June 29, 2001,  between the  Government of the Republic
     of Ghana and Prestea Gold  Resources,  relating to the Prestea  underground
     property (incorporation by reference to Exhibit 10.27 to the Company's Form
     10-K for the year ended December 31, 2004)

10.19 Joint  Operating  Agreement,  dated January 31, 2002,  between Bogoso Gold
     Limited and Prestea Gold Resources  Limited  (incorporated  by reference to
     Exhibit  10.25 to the Company's  Form 10-K for the year ended  December 31,
     2002)



                                      112
<PAGE>

10.20 Memorandum  of  Agreement,  dated  March  14,  2002,  among  Prestea  Gold
     Resources,  Bogoso Gold  Limited and others  (incorporated  by reference to
     Exhibit  10.26 to the Company's  Form 10-K for the year ended  December 31,
     2002)

10.21 Letter  agreement  between the Company and Guyanor  Ressources  S.A. dated
     September 30, 2004 relating to sale of Gross  Rosebel  Participation  Right
     (incorporated  by reference to Exhibit 10.30 to the Company's Form 10-K for
     the year ended December 31, 2004)

10.22 Arrangement  Agreement dated November 11, 2005 between the Company and St.
     Jude  Resources  Ltd.  (incorporated  by  reference  to Exhibit  2.1 to the
     Company's Form 8-K filed on November 17, 2005)

10.23 Executive  Employment  Agreement,  dated July 1, 2002,  between  St.  Jude
     Resources Ltd. and Bluestar Management Inc. (previously filed)

10.24 License  Agreement,  dated June 28, 2004 between Biomin  Technologies S.A.
     and Bogoso Gold Limited; Addendum, dated June 30, 2005

14   Code of Ethics for Directors,  Senior Executive and Financial  Officers and
     Other Executive Officers (previously filed)

21   Subsidiaries of the Company

23.1 Consent of PricewaterhouseCoopers LLP

23.2 Consent of Colin Jones

31.1 Certification of Principal Executive Officer pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002

31.2 Certification of Principal Financial Officer pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002

32.1 Certificate  of  Principal  Executive  Officer  pursuant to 18 U.S.C.  1350
     (Section 906 of the Sarbanes-Oxley Act of 2002) (previously filed)

32.2 Certificate  of  Principal  Financial  Officer  pursuant to 18 U.S.C.  1350
     (Section 906 of the Sarbanes-Oxley Act of 2002) (previously filed)



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