##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 WASHINGTON, D.C. 20549
  FORM 10-Q
    þ
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006
   o
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES  EXCHANGE ACT OF 1934  
  001-14437
  RTI INTERNATIONAL METALS,
    INC.
 (Exact name of registrant as
    specified in its charter)
   Ohio

52-2115953(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)1000 Warren Avenue, Niles,
    Ohio(Address of principal
    executive offices)

44446(Zip Code)   (330) 544-7700
 (Registrants telephone
    number, including area code)
   Yes þ     No o
  Rule 12b-2
 o þ o
  Rule 12b-2
 Yes o     No þ




---



##### 



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
      INDEX
  PagePART IFINANCIAL
    INFORMATIONItem 1.

Financial
    Statements


2Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2006 and 2005


2Consolidated Balance Sheets (Unaudited) as of March 31, 2006 and December 31, 2005


3Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2006 and 2005


4Consolidated Statement of Shareholders Equity (Unaudited) for the Three Months Ended March 31, 2006


5Condensed Notes to Consolidated Financial Statements


6Item 2.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


18Item 3.

Quantitative and
    Qualitative Disclosures About Market Risk


24Item 4.

Controls and
    Procedures


24PART IIOTHER
    INFORMATIONItem 1A.

Risk Factors


25Item 2.

Unregistered Sales
    of Equity Securities and Use of Proceeds


25Item 6.

Exhibits


25Signatures


26EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART 1FINANCIAL
    STATEMENTS  Item 1.
    Financial
    Statements.  RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
 Consolidated
    Statements of Operations

(Unaudited)



(In thousands, except share and per share amounts) Three Months EndedMarch 31,2006


2005Net sales

$
115,079


$
72,612Cost and expenses:Cost of sales


80,852



48,215Selling, general and
    administrative expenses


16,635



11,039Research, technical and product
    development expenses


458



366Operating income


17,134



12,992Other income


21



130Interest income, net


389



155Income from continuing operations
    before income taxes


17,544



13,277Provision for income taxes


6,802



4,894Income from continuing operations


10,742



8,383Income from discontinued
    operations, net of tax provision






16Net income

$
10,742


$
8,399Basic earnings per share:Continuing operations

$
0.48


$
0.38Discontinued operations

$



$
Net income

$
0.48


$
0.38Diluted earnings per share:Continuing operations

$
0.47


$
0.37Discontinued operations

$



$
Net income

$
0.47


$
0.37Weighted-average shares
    outstanding:Basic


22,554,073



21,989,659Diluted


22,949,040



22,455,617   The accompanying notes are an integral part of these
    Consolidated Financial Statements.
 2




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
 Consolidated
    Balance Sheets

(Unaudited)



(In thousands, except share and per share amounts) March 31,


December 31,2006


2005ASSETSCurrent assets:Cash and cash equivalents

$
58,532


$
53,353Investments






2,410Receivables, less allowance for
    doubtful accounts of $1,954 and $1,604


63,961



54,212Inventories, net


227,870



223,394Deferred income taxes


3,920



3,778Other current assets


5,024



7,407Total current assets


359,307



344,554Property, plant and equipment, net


78,508



80,056Goodwill


48,595



48,646Other intangible assets, net


16,203



16,581Deferred income taxes


5,450



5,451Intangible pension asset


4,076



4,076Other noncurrent assets


1,880



2,387Total assets

$
514,019


$
501,751LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
23,952


$
25,620Accrued wages and other employee
    costs


11,896



10,953Billings in excess of costs and
    estimated earnings


11,288



13,352Income taxes payable


4,976



3,367Deferred income taxes


384



3Other accrued liabilities


9,576



8,589Total current liabilities


62,072



61,884Accrued postretirement benefit cost


21,247



21,070Accrued pension cost


23,790



25,595Deferred income taxes


6,433



6,516Other noncurrent liabilities


6,432



7,034Total liabilities


119,974



122,099Shareholders equity:Common stock, $0.01 par
    value; 50,000,000 shares authorized; 23,244,345 and
    23,130,544 shares issued; and 22,765,714 and
    22,686,472 shares outstanding


232



231Additional paid-in capital


280,440



278,690Deferred compensation






(3,078
)Treasury stock, at cost; 478,631
    and 444,072 shares


(5,302
)


(4,389
)Accumulated other comprehensive
    loss


(25,377
)


(25,112
)Retained earnings


144,052



133,310Total shareholders equity


394,045



379,652Total liabilities and
    shareholders equity

$
514,019


$
501,751   The accompanying notes are an integral part of these
    Consolidated Financial Statements.
 3




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Consolidated Statements of Cash Flows
 (Unaudited)
   (In thousands)
  Three Months EndedMarch 31,2006


2005OPERATING
    ACTIVITIES:Net income

$
10,742


$
8,399Net income from discontinued
    operations






(16
)Net income from continuing
    operations


10,742



8,383Adjustment for non-cash items
    included in net income:Depreciation and amortization


3,575



3,130Deferred income taxes






(315
)Stock-based compensation and other


2,284



450Tax benefits from stock-based
    compensation activity


(1,361
)


1,217Other


173



(627
)Changes in assets and liabilities:Receivables


(9,674
)


(6,513
)Inventories


(4,513
)


(26,864
)Accounts payable


(1,817
)


12,552Income taxes payable


3,239



4,305Billings in excess of costs and
    estimated earnings


(2,058
)


225Other current liabilities


1,819



1,023Other assets and liabilities


706



485Cash provided (used) by continuing
    operating activities


3,115



(2,549
)Cash provided by discontinued
    operating activities






81Cash provided (used) by operating
    activities


3,115



(2,468
)INVESTING
    ACTIVITIES:Acquisitions, net of cash
    acquired, and other investing






(290
)Proceeds from sale of investments


2,410



Capital expenditures


(1,841
)


(1,784
)Cash provided (used) by investing
    activities


569



(2,074
)FINANCING
    ACTIVITIES:Proceeds from exercise of employee
    stock options


1,010



5,334Tax benefits from stock-based
    compensation activity


1,361



Purchase of common stock held in
    treasury


(913
)


(483
)Cash provided by financing
    activities


1,458



4,851Effect of exchange rate changes on
    cash and cash equivalents


37



3Increase in cash and cash
    equivalents


5,179



312Cash and cash equivalents at
    beginning of period


53,353



62,701Cash and cash equivalents at end
    of period

$
58,532


$
63,013   The accompanying notes are an integral part of these
    Consolidated Financial Statements.
 4




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Consolidated Statement of Shareholders
    Equity
 (Unaudited)
  (In thousands, except share amounts)
  Shares of

















OtherCommon





Additional











CompStock


Common


Paid-in


Deferred


Treasury


Retained


Income/





ComprehensiveOutstanding


Stock


Capital


Compensation


Stock


Earnings


(Loss)


Total


IncomeBalance at December 31, 2005


22,686,472


$
231


$
278,690


$
(3,078
)

$
(4,389
)

$
133,310


$
(25,112
)

$
379,652Shares issued for restricted stock
    award plans


45,860



























Compensation expense recognized










2,284



















2,284Treasury Stock purchased at cost


(20,259
)














(913
)










(913
)Proceeds from exercise of employee
    options


67,941



1



1,010



















1,011Forfeiture of restricted stock
    awards


(14,300
)


























Tax benefits from stock-based
    compensation activity










1,534



















1,534SFAS 123R reclassification










(3,078
)


3,078















Net income






















10,742







10,742


$
10,742Foreign currency translation


























(265
)


(265
)


(265
)Comprehensive income

































$
10,477Balance at March 31, 2006


22,765,714


$
232


$
280,440


$



$
(5,302
)

$
144,052


$
(25,377
)

$
394,045   The accompanying notes are an integral part of these
    Consolidated Financial Statements.
 5




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES



Condensed
    Notes to Consolidated Financial Statements

(Unaudited)



(In thousands, except share and per share amounts, unless
    otherwise indicated)



Note 1BASIS
    OF PRESENTATION:





The accompanying unaudited consolidated financial statements of
    RTI International Metals, Inc. and its subsidiaries (the
    Company) 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, certain information and note disclosures normally
    included in annual financial statements prepared in accordance
    with generally accepted accounting principles have been
    condensed or omitted pursuant to those rules and regulations,
    although the Company believes that the disclosures made are
    adequate to make the information not misleading. In the opinion
    of management, these financial statements contain all of the
    adjustments, of normal and recurring nature considered necessary
    to state fairly the results for the interim periods presented.
    The results for the interim periods are not necessarily
    indicative of the results to be expected for the year.





The balance sheet at December 31, 2005 has been derived
    from the audited financial statements at that date, but does not
    include all of the information and notes required by accounting
    principles generally accepted in the United States for
    complete financial statements. Although the Company believes
    that the disclosures are adequate to make the information
    presented not misleading, it is suggested that these financial
    statements be read in conjunction with accounting policies and
    notes to consolidated financial statements included in the
    Companys 2005 Annual Report on
    Form 10-K.





Note 2ORGANIZATION:





RTI International Metals, Inc. (the Company or
    RTI) is a leading U.S. producer of titanium
    mill products and fabricated metal components for the global
    market. The Company is a successor to entities that have been
    operating in the titanium industry since 1951. The Company first
    became publicly traded on the New York Stock Exchange in 1990
    under the name RMI Titanium Co., and was reorganized into a
    holding company structure on October 1, 1998 under the
    symbol RTI. The Company conducts business in two
    segments: the Titanium Group and the Fabrication &
    Distribution Group (F&D). The Titanium Group
    melts and produces a complete range of titanium mill products,
    which are further processed by its customers for use in a
    variety of aerospace, defense and industrial applications. The
    Titanium Group also produces ferro titanium alloys for
    steel-making customers and processes and distributes titanium
    powder. The F&D Group is comprised of companies that
    fabricate, machine, assemble and distribute titanium and other
    specialty metal parts and components. Its products, many of
    which are engineered parts and assemblies, serve aerospace,
    defense, oil and gas, power generation, and chemical process
    industries, as well as a number of other industrial and consumer
    markets.





Note 3STOCK-BASED
    COMPENSATION





Accounting
    for Stock-Based Compensation





Prior to January 1, 2006, the Company accounted for
    stock-based compensation cost under the recognition and
    measurement provisions of Accounting Principles Board Opinion
    No. 25, Accounting for Stock Issued to
    Employees (APB 25) and related
    Interpretations and had elected the disclosure-only alternative
    under the provisions of Statement of Financial Accounting
    Standards (SFAS) 123, Accounting for
    Stock-Based Compensation as amended by SFAS 148, for
    stock options awarded by the Company. For restricted stock
    awards, the Company had been recording deferred stock-based
    compensation cost based on the intrinsic value of the Common
    Stock on the date of the award and amortizing the compensation
    over the vesting period of each individual award. For stock
    option awards, compensation cost was not recognized in the
    Consolidated Statement of Operations prior to January 1,
    2006 as all options granted had an exercise price equal to the
    market value of the underlying Common Stock on the date of grant.

6




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##### Table of Contents



RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Condensed Notes to Consolidated Financial Statements
    (Unaudited)
  (In thousands, except share and per share amounts, unless
    otherwise indicated)
             7




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##### Table of Contents



RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Condensed Notes to Consolidated Financial Statements
    (Unaudited)
  (In thousands, except share and per share amounts, unless
    otherwise indicated)
       Three Months EndedMarch 31, 2005Net income, as reported

$
8,399Add: Stock-based compensation
    expense included in reported net income, net of related tax
    effects


163Deduct: Total stock-based
    compensation expense determined under the fair value method for
    all awards, net of related tax effects


(298
)Pro forma net income

$
8,264Earnings per share:Basic - as reported

$
0.38Basic - pro forma

$
0.38Diluted - as reported

$
0.37Diluted - pro forma

$
0.37     Stock
    Options and Restricted Stock Award Plans
     8




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##### Table of Contents



RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Condensed Notes to Consolidated Financial Statements
    (Unaudited)
  (In thousands, except share and per share amounts, unless
    otherwise indicated)
         2006


2005Risk-free interest rate


4.37
%


4.00
%Expected dividend yield


0.00
%


0.00
%Expected lives (in years)


5.0



6.0Expected volatility


40.00
%


45.00
%     Weighted-Weighted-


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicStock Options

Shares


Price


Term (Years)


ValueOutstanding at December 31,
    2005


601,603


$
15.04Granted


71,300



45.09Forfeited


(6,667
)


19.87Exercised


(67,941
)


14.88Outstanding at March 31, 2006


598,295


$
18.60



6.77


$
21,690Exercisable at March 31, 2006


408,097


$
13.72



5.76


$
16,786    9




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##### Table of Contents



RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Condensed Notes to Consolidated Financial Statements
    (Unaudited)
  (In thousands, except share and per share amounts, unless
    otherwise indicated)
        Weighted-AverageGrant-DateNonvested Restricted Stock
    Awards

Shares


Fair ValueNonvested at December 31, 2005


199,636


$
16.49Granted


45,860



45.09Vested


(64,210
)


14.31Forfeited


(14,300
)


17.15Nonvested at March 31, 2006


166,986



25.12     SFAS 123R-3
  Note 4INCOME
    TAXES:
    Note 5EARNINGS
    PER SHARE:
   10




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##### Table of Contents



RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Condensed Notes to Consolidated Financial Statements
    (Unaudited)
  (In thousands, except share and per share amounts, unless
    otherwise indicated)
      Three Months Ended
    March 31,2006


2005Numerator:Income from continuing operations

$
10,742


$
8,383Income from discontinued
    operations, net of tax provision






16Net income

$
10,742


$
8,399Denominator:Basic weighted-average shares
    outstanding


22,554,073



21,989,659Effect of diluted securities


394,967



465,958Diluted weighted-average shares
    outstanding


22,949,040



22,455,617Basic earnings per share:Continuing operations

$
0.48


$
0.38Discontinued operations

$



$
Net income

$
0.48


$
0.38Diluted earnings per share:Continuing operations

$
0.47


$
0.37Discontinued operations

$



$
Net income

$
0.47


$
0.37     Note 6INVENTORIES:
  last-in, first-in,
 11




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##### Table of Contents



RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Condensed Notes to Consolidated Financial Statements
    (Unaudited)
  (In thousands, except share and per share amounts, unless
    otherwise indicated)
   lower-of-cost-or-market
  March 31,


December 31,2006


2005Raw materials and supplies

$
70,175


$
66,533Work-in-process
    and finished goods


201,683



195,870Less: LIFO reserve


(43,988
)


(39,009
)Inventories, net

$
227,870


$
223,394   Note 7
    GOODWILL
    AND OTHER INTANGIBLE ASSETS:    Goodwill
    TranslationDecember 31, 2005


Adjustment


Adjustment


March 31, 2006Titanium Group

$
2,591


$



$



$
2,591Fabrication &
    Distribution Group


46,055







(51
)


46,004Total goodwill

$
48,646


$



$
(51
)

$
48,595   Intangibles
      TranslationDecember 31, 2005


Amortization


Adjustment


March 31, 2006Titanium Group

$



$



$



$
Fabrication &
    Distribution Group


16,581



(201
)


(177
)


16,203Total intangible assets

$
16,581


$
(201
)

$
(177
)

$
16,203  12




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##### Table of Contents



RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Condensed Notes to Consolidated Financial Statements
    (Unaudited)
  (In thousands, except share and per share amounts, unless
    otherwise indicated)
    Note 8
    BILLINGS
    IN EXCESS OF COSTS AND ESTIMATED EARNINGS:    Note 9
    OTHER
    INCOME:    Note 10
    EMPLOYEE
    BENEFIT PLANS:      out-of-pocket
    OtherPostretirementPension Benefits


Benefits2006


2005


2006


2005Service cost

$
509


$
550


$
112


$
96Interest cost


1,619



1,592



397



410Expected return on plan assets


(2,014
)


(1,922
)






Amortization of prior service cost


208



160



44



44Amortization of unrealized gains
    and losses


621



510



96



93Net periodic benefit cost

$
943


$
890


$
649


$
643   Note 11
    COMMITMENTS
    AND CONTINGENCIES:   13




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##### Table of Contents



RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Condensed Notes to Consolidated Financial Statements
    (Unaudited)
  (In thousands, except share and per share amounts, unless
    otherwise indicated)
     Environmental
    Matters
            Active Investigative or Cleanup Sites.
  Ashtabula River.
 14




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##### Table of Contents



RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Condensed Notes to Consolidated Financial Statements
    (Unaudited)
  (In thousands, except share and per share amounts, unless
    otherwise indicated)
     Former Ashtabula Extrusion Plant.
  Reserve Environmental Services Landfill.
  Other
    Legal Matters
    Note 12
    SEGMENT
    REPORTING:      cut-to-size just-in-time
 15




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##### Table of Contents



RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Condensed Notes to Consolidated Financial Statements
    (Unaudited)
  (In thousands, except share and per share amounts, unless
    otherwise indicated)
        Three Months EndedMarch 31,2006


2005Net sales:Titanium Group

$
48,750


$
24,100Intersegment sales


31,141



20,891Total Titanium Group net sales


79,891



44,991Fabrication &
    Distribution Group


66,329



48,512Intersegment sales


1,786



965Total Fabrication &
    Distribution Group net sales


68,115



49,477Eliminations


32,927



21,856Total consolidated net sales

$
115,079


$
72,612Operating income:Titanium Group before corporate
    allocations

$
14,987


$
10,991Corporate allocations


(3,167
)


(1,459
)Total Titanium Group operating
    income


11,820



9,532Fabrication &
    Distribution Group before corporate allocations


10,496



6,659Corporate allocations


(5,182
)


(3,199
)Total Fabrication &
    Distribution Group operating income


5,314



3,460Total consolidated operating income

$
17,134


$
12,992Income from continuing
    operations before income taxes:Titanium Group

$
12,144


$
9,747Fabrication &
    Distribution Group


5,400



3,530Total consolidated income from
    continuing operations before income taxes

$
17,544


$
13,277   16




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##### Table of Contents



RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Condensed Notes to Consolidated Financial Statements
    (Unaudited)
  (In thousands, except share and per share amounts, unless
    otherwise indicated)
   March 31,


December 31,2006


2005Assets:Titanium Group

$
235,790


$
230,477Fabrication &
    Distribution Group


235,421



231,658General corporate assets


42,808



39,616Total consolidated assets

$
514,019


$
501,751   Note 13
    DISCONTINUED
    OPERATIONS:      Net sales

$
875Income before income taxes


27Provision for income taxes


(11
)Net income from discontinued
    operations

$
16   Note 14
    NEW
    ACCOUNTING STANDARDS:    Note 15
    TRANSACTIONS
    WITH RELATED PARTIES:   17




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##### Table of Contents



Item 2.  Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Forward-Looking
    Statements
    
    statements regarding the future availability and prices of raw
    materials,
    competition in the titanium industry,
    demand for the Companys products,
    the historic cyclicality of the titanium and aerospace
    industries,
    increased defense spending,
    the success of new market development,
    long-term supply agreements,
    legislative challenges to the Specialty Metals Clause of the
    Berry Amendment,
    global economic activities,
    the Companys order backlog and the conversion of that
    backlog into revenue, and
    other statements contained herein that are not historical facts.    Overview
      Discontinued
    Operations
   18




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##### Table of Contents



Results
    of Operations
    Three
    Months Ended March 31, 2006 Compared To Three Months Ended
    March 31, 2005
  Net Sales.
  Three Months Ended March
    31,


$ Increase/


% Increase/(In millions)

2006


2005


(Decrease)


(Decrease)Titanium Group

$
48.8


$
24.1


$
24.7



102.5
%Fabrication &
    Distribution Group


66.3



48.5



17.8



36.7
%Total consolidated net sales

$
115.1


$
72.6


$
42.5



58.5
%       Gross Profit.
  Three Months Ended
    March 31,


$ Increase/


% Increase/(In millions)

2006


2005


(Decrease)


(Decrease)Titanium Group

$
17.1


$
12.5


$
4.6



36.8
%Fabrication &
    Distribution Group


17.1



11.9



5.2



43.7
%Total consolidated gross profit

$
34.2


$
24.4


$
9.8



40.2
%      19




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##### Table of Contents



Selling, General and Administrative
    Expenses.
  Three Months Ended
    March 31,


$ Increase/


% Increase/(In millions)

2006


2005


(Decrease)


(Decrease)Titanium Group

$
4.8


$
2.5


$
2.3



92.0
%Fabrication &
    Distribution Group


11.8



8.5



3.3



38.8
%Total consolidated SG&A
    expenses

$
16.6


$
11.0


$
5.6



50.9
%     Research, Technical and Product Development
    Expenses.
  Operating Income.
  Three Months Ended
    March 31,


$ Increase/


% Increase/(In millions)

2006


2005


(Decrease)


(Decrease)Titanium Group

$
11.8


$
9.5


$
2.3



24.4
%Fabrication &
    Distribution Group


5.3



3.5



1.8



51.8
%Total operating income

$
17.1


$
13.0


$
4.1



31.8
%       Other Income.
  Interest Income, net.
  Income Tax Expense.
 20




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##### Table of Contents



Income from Discontinued Operations.
  Outlook
        Backlog. 2007-2010
  Liquidity
    and Capital Resources
    Cash provided (used) by operating
    activities.
 21




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##### Table of Contents



Cash provided (used) by investing
    activities.
  Cash provided by financing activities.
  Credit
    Agreement
      Environmental
    Matters
         22




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##### Table of Contents



Active Investigative or Cleanup Sites.
  Ashtabula River.
  Former Ashtabula Extrusion Plant.
  Reserve Environmental Services Landfill.
  New
    Accounting Standards
     23




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##### Table of Contents



Item 3.  Quantitative
    and Qualitative Disclosures about Market Risk.  Form 10-K,
        Item 4.  Controls
    and Procedures.     24




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##### Table of Contents



PART IIOTHER
    INFORMATION Item 1A.  Risk
    Factors.





The Company has evaluated its risk factors and determined that
    there have been no changes to the Companys risk factors
    set forth in Part I, Item 1A, in the
    Form 10-K
    since the Company filed its Annual Report on
    Form 10-K,
    on March 16, 2006. Item 2.  Unregistered
    Sales of Equity Securities and Use of Proceeds.    Item 6.  Exhibits.   25




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##### Table of Contents



SIGNATURES         By
    /s/  William
    T. Hull   Vice President and Chief Accounting Officer
 26




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNo.

Description31
.1

Certification of Chief Executive
    Officer required by Item 307 of
    Regulation S-K
    as promulgated by the Securities and Exchange Commission and
    pursuant to Section 302 of Sarbanes-Oxley Act of 200231
.2

Certification of Chief Financial
    Officer required by Item 307 of
    Regulation S-K
    as promulgated by the Securities and Exchange Commission and
    pursuant to Section 302 of Sarbanes-Oxley Act of 200232
.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 200232
.2

Certification of Chief Financial
    Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  27