SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-Q

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(MARK ONE)

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

For the quarterly period ended June 30, 2005
 [  ]       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 0-12254



SCIENTIFIC TECHNOLOGIES INCORPORATED



|Oregon                                                         | 77-0170363                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

6550 Dumbarton CircleFremont, CA     94555

(510) 608-3400

Check whether the issuer (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 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 Act). Yes [  ]    NO [X]

Common stock outstanding as of July 15, 2005 was 9,773,522 shares.






SCIENTIFIC TECHNOLOGIES INCORPORATED

                         Quarter and Six Months Ended June 30, 2005
                                     INDEX



|PART I.   Financial Information                                                                                          | Page No.
|------------------------------------------------------------------------------------------------------------------------ | --------
|                                                                                                                         |         
|Item 1.   Financial Statements
                  (unaudited):                                                            |         
|                                                                                                                         |         
|Condensed Consolidated Balance Sheets as of
          
     June 30, 2005 and December 31, 2004                          | 3       
|                                                                                                                         |         
|Condensed Consolidated Statements of Operations for the
          
    Three and Six Months ended June 30, 2005 and 2004 | 4       
|                                                                                                                         |         
|Condensed Consolidated Statements of Cash Flows for the
          
    Six Months ended June 30, 2005 and 2004           | 5       
|                                                                                                                         |         
|Notes to Condensed Consolidated Financial Statements                                                                     | 6 - 10  
|                                                                                                                         |         
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations    | 10 - 20 
|                                                                                                                         |         
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                     | 20      
|                                                                                                                         |         
|Item 4.   Controls and Procedures                                                                                        | 21      
|                                                                                                                         |         
|PART II.  Other Information                                                                                              |         
|                                                                                                                         |         
|Item 4.   Submission of Matters to a Vote of Security Holders                                                            | 22      
|                                                                                                                         |         
|Item 6.   Exhibits                                                                                                       | 22      
|                                                                                                                         |         
|Signatures                                                                                                               | 23      

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PART 1 - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

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SCIENTIFIC TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEET                  (Unaudited, in thousands, except for per share and share data)

|Assets                                                                                                  | Jun. 30, 2005 | Dec. 31, 2004
|------------------------------------------------------------------------------------------------------- | ------------- | -------------
|Current assets:                                                                                         |               |              
|Cash and cash equivalents                                                                               | $ 1,141       | $ 1,107      
|Short-term investments                                                                                  | 2,379         | 2,350        
|Accounts receivable, net                                                                                | 8,372         | 7,746        
|Inventories                                                                                             | 10,077        | 10,584       
|Deferred income taxes                                                                                   | 3,826         | 3,826        
|Receivable from Parent                                                                                  | 801           | 941          
|Prepaid expenses and other assets                                                                       | 525           | 394          
|Total current assets                                                                                    | 27,1213       | 26,948       
|                                                                                                        |               |              
|Property and equipment, net                                                                             | 3,271         | 3,470        
|Goodwill
Other intangible assets, net                                                                   | 216
1,931     | 216
2,097    
|Other non-current assets                                                                                | 694           | 605          
|Total assets                                                                                            | $33,233       | $33,336      
|                                                                                                        |               |              
|Liabilities and Shareholders' Equity                                                                    |               |              
|Current liabilities:                                                                                    |               |              
|Bank overdraft                                                                                          | $ 51          | $ 517        
|Accounts payable                                                                                        | 3,587         | 3,246        
|Accrued expenses                                                                                        | 1,136         | 1,711        
|Accrued compensation                                                                                    | 2,300         | 2,209        
|Current portion of capital lease with Parent                                                            | 68            | 68           
|Total current liabilities                                                                               | 7,142         | 7,751        
|                                                                                                        |               |              
|Capital lease with Parent                                                                               | 62            | 96           
|Deferred income taxes                                                                                   | 118           | 118          
|Total liabilities                                                                                       | 7,322         | 7,965        
|Commitments and contingencies (Note 6)                                                                  |               |              
|Shareholders' equity:                                                                                   |               |              
|Common stock, $.001 par value; 100,000 shares authorized; 9,773 and 9,764 shares issued and outstanding | 10            | 10           
|Capital in excess of par value                                                                          | 6,003         | 5,992        
|Retained earnings                                                                                       | 19,898        | 19,369       
|Total shareholders' equity                                                                              | 25,911        | 25,371       
|Total liabilities and shareholders' equity                                                              | $33,233       | $33,336      

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

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SCIENTIFIC TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS                  (Unaudited, in thousands, except per share data)



|                                                                  | For the three
months ended   |                              | For the six
months ended
|----------------------------------------------------------------- | ---------------------------- | ---------------------------- | ------------------------
|                                                                  | Jun. 30, 2005                | Jun. 30, 2004                |                         
|                                                                  |                              |                              |                         
|Sales                                                             | $14,941                      | $15,637                      |                         
|                                                                  |                              |                              |                         
|Cost of sales                                                     | 8,771                        | 9,204                        |                         
|                                                                  |                              |                              |                         
|Gross profit                                                      | 6,170                        | 6,433                        |                         
|                                                                  |                              |                              |                         
|Operating expenses:                                               |                              |                              |                         
|Selling, general and administrative                               | 4,340                        | 4,383                        |                         
|Research and development                                          | 1,122                        | 1,013                        |                         
|Amortization of intangible assets                                 | 47                           | 170                          |                         
|Total operating expenses                                          | 5,509                        | 5,566                        |                         
|                                                                  |                              |                              |                         
|Income from operations                                            | 661                          | 867                          |                         
|                                                                  |                              |                              |                         
|Interest and other income, net                                    | 89                           | 73                           |                         
|                                                                  |                              |                              |                         
|Income before income taxes                                        | 750                          | 940                          |                         
|                                                                  |                              |                              |                         
|Provision for income taxes                                        | 240                          | 357                          |                         
|                                                                  |                              |                              |                         
|Net income                                                        | $510                         | $583                         |                         
|                                                                  |                              |                              |                         
|Net income per share:                                             |                              |                              |                         
|Basic and diluted                                                 | $0.05                        | $ 0.06                       |                         
|                                                                  |                              |                              |                         
|Shares used to compute net income
  per share:
  Basic
   Diluted | 9,772
                 9,772 | 9,729
                 9,811 |                         



The accompanying notes are an integral part of these financial statements

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SCIENTIFIC TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS                  (Unaudited, in thousands)



|                                                      | For the six months ended
|----------------------------------------------------- | ------------------------
|                                                      | Jun. 30, 2005           
|                                                      |                         
|Cash flows from operating activities                  |                         
|Net income                                            | $ 529                   
|Adjustments to reconcile net income to cash           |                         
|provided by operating activities:                     |                         
|Allowance for doubtful accounts                       | (68)123                 
|Depreciation and amortization                         | 849                     
|Loss on disposal of property and equipment            | 2                       
|Warranty reserve                                      | 13                      
|Changes in assets and liabilities                     |                         
|Accounts receivable                                   | (558)(604)              
|Inventories                                           | 507                     
|Receivable from Parent                                | 140                     
|Prepaid expense and other assets                      | (220)(561)              
|Accounts payable                                      | 341                     
|Accrued expenses                                      | (497)                   
|Cash flows provided by operating activities           | 1,038                   
|                                                      |                         
|Cash flows from investing activities                  |                         
|Purchase of short-term investments                    | (29)                    
|Proceeds from sale of fixed assets                    | 10                      
|Purchase of property and equipment                    | (496)                   
|Cash flows used in investing activities               | (515)                   
|                                                      |                         
|Cash flows from financing activities                  |                         
|Repayment of capital lease with Parent                | (34)                    
|Decrease in bank overdraft                            | (466)                   
|Issuance of common stock                              | 11                      
|Cash flows provided by (used in) financing activities | (489)                   
|                                                      |                         
|Change in cash and cash equivalents                   | 34                      
|                                                      |                         
|Cash and cash equivalents at beginning of period      | 1,107                   
|Cash and cash equivalents at end of period            | $1,141                  
|Supplemental disclosure of cash flow information:     |                         
|Cash paid to Parent for income taxes                  | $252                    
|Supplemental disclosure of non-cash activities:       |                         
|Cash paid to Parent for capital lease                 | $34                     

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

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SCIENTIFIC TECHNOLOGIES INCORPORATED
                  NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (Unaudited)

1. INTERIM FINANCIAL STATEMENTS

The accompanying condensed consolidated financial statements for the three and six months
ended June 30, 2005 and 2004 are unaudited and have been prepared in accordance with generally accepted
accounting principles in the United States of America and in accordance 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 generally
accepted accounting principles in the United States of America for complete financial statements. In the opinion of
management, the unaudited condensed consolidated financial statements reflect all adjustments, consisting only of
normal recurring adjustments, considered necessary to present fairly the financial position, results of operations and
cash flows of Scientific Technologies Inc. (the "Company") and its subsidiaries for all periods presented.

To prepare these condensed consolidated financial statements in conformity with generally
accepted accounting principles, management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities at the date of the financial statements and revenue and expenses during
the reporting period. Actual results could differ from those estimates.

The results of operations are not necessarily indicative of the results to be expected in the future
or for the full fiscal year. It is recommended that these condensed consolidated financial statements be read in
conjunction with the Company's audited consolidated financial statements and the notes thereto included in its 2004
Annual Report on Form 10-K.

The Company is an Oregon corporation and is substantially owned by Scientific Technology
Incorporated, a California corporation (the "Parent"). See discussion of intercompany activities below.

BASIS OF PRESENTATION

The consolidated financial statements include the accounts of the Company and its subsidiaries
after elimination of all significant intercompany accounts and transactions.

RECLASSIFICATIONS

Certain items previously reported in specific financial statement captions have been reclassified
to conform to 2005 presentation as follows:

1. Certain sales reserves have been reclassified from accrued expenses to contra accounts
receivable.
2. Adjust rate short-term investments ("auction rate securities") have been reclassified from
cash and cash equivalents.
3. Bank overdrafts have been reclassified from cash and cash equivalents.

STOCK-BASED COMPENSATION

The following table sets forth the effect on the Company's net income and net income per share
as if the Company had recorded compensation costs based on the estimated grant date fair value as defined by SFAS
No. 123 for all granted stock-based awards (in thousands, except per share amounts).



|                                                                                                                         |  | Six Months Ended June 30 | 
|------------------------------------------------------------------------------------------------------------------------ |  | ------------------------ | 
|                                                                                                                         |  | 2005                     | 
|Net income, as reported                                                                                                  |  | $ 529                    | 
|Deduct: Stock-based employee compensation expense determined
   under fair value based method for all awards, net of tax |  | 46                       | 
|Pro forma net income                                                                                                     |  | $483                     | 
|Net income per share - basic and diluted:                                                                                |  |                          | 
|As reported                                                                                                              |  | $0.05                    | 
|Pro forma                                                                                                                |  | $0.05                    | 

No options to purchase shares of common stock were granted in the six months ended June 30, 2005.

2. INVENTORIES

Inventories consist of the following (in thousands):

|                | Jun. 30, 2005 | Dec. 31, 2004
|--------------- | ------------- | -------------
|Raw materials   | $ 4,666       | $ 5,705      
|Subassemblies   | 1,732         | 1,518        
|Work in process | 623           | 616          
|Finished goods  | 3,056         | 2,745        
|                | $10,077       | $10,584      

3. NET INCOME PER SHARE

A reconciliation of the numerators and denominators used to compute basic and diluted income
per common share is provided below.



|                                                  | (In thousands) | (Per share)
|------------------------------------------------- | -------------- | -----------
|                                                  | Income         | Shares     
|Three months ended June 30, 2005                  |                |            
|Basic earnings per share calculation              | $ 510          | 9,772      
|Effect of dilutive securities
      Stock options |                | --         
|Diluted earnings per share calculation            | $ 510          | 9,772      
|Three months ended June 30, 2004                  |                |            
|Basic earnings per share calculation              | $ 583          | 9,729      
|Effect of dilutive securities
      Stock options |                | 82         
|Diluted earnings per share calculation            | $ 583          | 9,811      
|Six months ended June 30, 2005                    |                |            
|Basic earnings per share calculation              | $ 529          | 9,770      
|Effect of dilutive securities
      Stock options |                | 4          
|Diluted earnings per share calculation            | $ 529          | 9,774      
|Six months ended June 30, 2004                    |                |            
|Basic earnings per share calculation              | $ 907          | 9,728      
|Effect of dilutive securities
      Stock options |                | 69         
|Diluted earnings per share calculation            | $ 907          | 9,797      

4. RELATED PARTY TRANSACTIONS

The Company provides certain management services to the Parent such as general
management and accounting services. The Company charges the cost of these services to the Parent based upon the
amount of time employees spent providing these services. Management services charged by the Company to the Parent
for the six months ending June 30, 2005 and 2004 totaled $150,000 and $163,000 respectively.

The Company leases essentially all of a 99,500 square foot facility owned by an affiliate of the
Parent. The Company also leases another 25,000 square feet in another facility owned by the same affiliate. Overhead
costs are allocated primarily on the basis of square footage utilized. Amounts paid to this affiliate were $257,000 per
quarter during the quarters ended June 30, 2005 and 2004. In addition, the Company is party to a capital equipment
lease of $130,000 at June 30, 2005 under which the Parent is the lessor.

The Company utilizes a receivable from/payable to Parent account to record activity including
cash received, cash disbursed and amounts owed to and receivable from the Parent for allocated charges. The net
effect of transactions with the Parent resulted in a receivable from Parent of $801,000 at June 30, 2005.

The Company is included in the consolidated tax return of the Parent, but provides for income
taxes on a separate return basis pursuant to a tax sharing arrangement, which limits the Company's tax liability to the
amount payable to the Parent. Income taxes payable are recorded as a reduction to the receivable from Parent account
or as an increase to the payable to Parent account.

The Company owns 50% of Aurora Technology Pte. Ltd ("Aurora"), in a joint venture with
Amplus Communication Pte. Ltd. Aurora. Aurora, a Singapore manufacturing company, manufactures and sells sub-assemblies
and other components to the Company and others. Amounts purchased from Aurora for the six months
ended June 30, 2005 were $3,584,000. The carrying value of our investment in Aurora, which is accounted for under the
equity method, amounted to approximately $623,000 aAt June 30, 2005 and $550,000 at December 31, 2004our
investment.

5. SEGMENT REPORTING AND OTHER INFORMATION

The Company is organized into two business segments: Safety Products Group, whose products
include safety light curtains, safety interlocks and relays, safety mats and controllers, safety contact strips, and optical
profiling scanners, and installation services, and Automation Products Group, whose products include photoelectric and
fiberoptic sensors, control components, power monitoring electronics, defense electronics, industrial control
microcomputers, peripherals and software, level and flow sensors, non-contact ultrasonic sensors and controllers,
pressure transducers, digital pressure gauges, displacement and velocity transducers and pressure comparators.

Financial information for each product group is as follows: (in thousands)



|                              | Three months ended | Six months ended
|----------------------------- | ------------------ | ----------------
|                              | June 30,           | June 30,        
|Safety Products               | 2005               | 2004            
|Sales                         | $12,809            | $12,981         
|Group operating profit (loss) | 850                | 838             
|                              |                    |                 
|Automation Products           |                    |                 
|Sales                         | $ 2,132            | $ 2,656         
|Group operating profit (loss) | (189)              | 29              
|                              |                    |                 
|                              | At                
|                              | Jun. 30,           | Dec. 31,        
|Total Assets                  | 2005               | 2004            
|Safety Products               | $24,534            | $25,868         
|Automation Products           | 8,699              | 7,468           
|Total                         | $ 33,233           | $ 33,336        

The Company operates principally in the United States. Sales to foreign customers represented
13% of total sales in the three and six months ended June 30, 2005, compared to 14% and 13% in the comparable
periods in 2004.

6. COMMITMENTS AND CONTINGENCIES

The Company offers warranties on certain products and records a liability for the estimated
future costs associated with warranty claims, which is based upon historical experience and the Company's estimate of
the level of future costs. A reconciliation of the changes in the Company's warranty liability follows (in
thousands):

|                                        | Three months ended June 30,
|--------------------------------------- | ---------------------------
|                                        | 2005                       
|Warranty accrual at beginning of period | $235                       
|Accruals for warranties issued          | 145                        
|Expenses incurred                       | (108)                      
|Warranty accrual at end of period       | $ 272                      
|                                        | Six months ended June 30,  
|                                        | 2005                       
|Warranty accrual at beginning of period | $285                       
|Accruals for warranties issued          | 159                        
|Expenses incurred                       | (172)                      
|Warranty accrual at end of period       | $ 272                      

As permitted under Oregon law the Company has agreements whereby the Company
indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was serving at
the Company's request in such capacity. The indemnification term is for the period that the officer or director is serving in
such capacity or is subject to any possible claim or action by reason of the fact that the Indemnitee was serving in that
capacity. The maximum potential amount of future payments by the Company could be unlimited; however the Company
has a director and officer insurance policy that limits the Company's exposure and enables the Company to recover a
portion of any future amounts paid. As a result of the insurance policy coverage, the Company believes that the
estimated fair value of these agreements is minimal.

7. RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board (FASB) has issued Statement of Financial
Accounting Standards No. 123 (revised 2004), "Share-Based Payment" (SFAS 123R). Under the provisions of
SFAS 123R, companies are required to measure the cost of employee services received in exchange for an award of
equity instruments based on the grant-date fair value of the award (with limited exception). That cost will be recognized
over the period during which an employee is required to provide service in exchange for the award, usually the vesting
period. On April 14, 2005, the Securities and Exchange Commission (SEC) approved a delay to the effective date
of SFAS 123R. Under the new SEC rule, SFAS 123R is effective for annual periods that begin after June 15,
2005. SFAS 123R applies to all awards granted, modified, repurchased or cancelled by us after December 31,
2005 and to unvested options at the date of adoption. We do not expect the adoption of SFAS 123R to have a material
impact on our results of operations, financial position or liquidity.

The FASB issued Statement of Financial Accounting Standards (SFAS) No. 154, Accounting
Changes and Error Corrections, which replaces APB Opinion No. 20, Accounting Changes and SFAS No. 3, Reporting
Accounting Changes in Interim Financial Statements. This pronouncement applies to all voluntary changes in accounting
principle, and revises the requirements for accounting for and reporting a change in accounting principle. SFAS No. 154
requires retrospective application to prior periods' financial statements of a voluntary change in accounting principle,
unless it is impracticable to do so. This pronouncement also requires that a change in the method of depreciation,
amortization, or depletion for long-lived, non-financial assets be accounted for as a change in accounting estimate that is
effected by a change in accounting principle. SFAS No. 154 retains many provisions of APB Opinion 20 without change,
including those related to reporting a change in accounting estimate, a change in the reporting entity, and correction of
an error. The pronouncement also carries forward the provisions of SFAS No. 3 which govern reporting accounting
changes in interim financial statements. SFAS No. 154 is effective for accounting changes and corrections of errors
made in fiscal years beginning after December 15, 2005. The Statement does not change the transition provisions of
any existing accounting pronouncements, including those that are in a transition phase as of the effective date of SFAS
No. 154. We do not expect the adoption of SFAS 151 to have a material impact on our results of operations, financial
position or liquidity.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This interim report on Form 10-Q contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. Such forward-looking
statements include, but are not limited to, statements regarding the sufficiency of existing cash and future cash flows to
satisfy future operating and capital requirements. The Company's actual results could differ materially from those
projected in such forward-looking statements as a result of many factors, including, without limitation, those set forth
under this section, the section entitled "Business Factors" below and elsewhere in this report on Form 10-Q.

Results of Operations

(Amounts in thousands, except percentages)

Scientific Technologies Incorporated (the "Company") is headquartered in Fremont, California
and designs, manufactures and distributes electrical and electronic industrial controls such as machine safety and
automation sensing products. Our product lines include safety light curtains, safety interlock switches, safety relays,
profiling scanners, factory automation sensors, controls, fiber optics, power monitoring, safety mats, safety contact
strips, non-contact ultrasonic sensors and controllers, pressure transducers and other electronic equipment supplied to
industrial automation, commercial and defense customers. We are organized into two product groups, the Safety Products Group
(SPG), comprised of the Optical Sensor Division (OSD) and the Machine Services Division (MSD) and the Automation
Products Group (APG).

Sales for the three and six months ended June 30, 2005 declined 4% and 3% respectively, to
$14,941 and $29,239 from $15,637 and $30,272 in the comparable 2004 periods. Sales declines were reported by APG
and SPG. APG sales were lower by $494 and $878, respectively, while SPG sales declined by $172 and $155,
respectively. Increased sales by OSD and higher revenue from equipment sales by MSD were offset by reduced service
and project revenue at MSD.

For the second quarter of 2005, cost of sales as a percent of sales (gross margin) remained
constant at 41% when compared to the same period in 2004. Year to date 2005 gross margin declined to 40% from 41%
in the first half of 2004. This was primarily the result of a higher ratio of our sales relating to distribution for other
manufacturers during the first quarter of 2005, resulting in reduced overhead absorption at OSD. APG gross margin
declined in the first six months of 2005, when compared to the first half of 2004, primarily due to lower sales, which
reduced overhead absorption.

Selling, general and administrative expenses for the three and six months ended June 30, 2005
declined slightly to $4,340 and $8,776 from $4,383 and $8,785, respectively compared to the same 2004 periods. This
decrease was primarily the result of lower meeting expenses and literature expense that were partially offset by higher
commission and personnel expenses. As a percentage of sales for the three and six months ended June 30, 2005,
selling, general and administrative expenses were 29% and 30% respectively, compared to 28% and 29% for the same
periods in 2004.

Research and development expenses increased11% and 7%, respectively to $1,122 and $2,164
for the three and six months ended June 30, 2005 from $1,013 and $2,030 for the comparable periods in 2004. This
increase was primarily the result of increased labor costs and material usage during the second quarter of 2005 and
increased labor and consulting fees in the first half of 2005, compared to the 2005 periods. As a percentage of sales,
research and development expenses were 8% and 7% in the second quarter and first six months of 2005 compared to
7% in the same periods in 2004.

As a result of the intangible impairment write downs in the second half of 2004, second quarter
and six months 2005 amortization expense were reduced 72% and 48% respectively.

Our effective income tax rate for the three and six months ended June 30, 2005 and
2004 was 32%, compared to 38% in the 2004 periods. This was the result of an increase of $45 in the research and
development credit anticipated for 2005.

Contractual Obligations

The Company has no raw material contracts exceeding one year in duration. In addition, the
Company leases production, warehouse and corporate office space as well as certain equipment under non-cancelable
operating lease agreements. All building leases have renewal options and all include cost of living adjustments. The
following table summarizes the estimated annual obligations.

|                          | Payments due by period (in thousands)
|------------------------- | -------------------------------------
|Contractual Obligations   | Total                                
|Capital Lease Obligations | $ 130                                
|Operating Leases          | $1,410                               
|Total                     | $1,540                               

Liquidity and Capital Resources

(Amounts in thousands)

We had cash and cash equivalents at June 30, 2005 and December 31, 2004 of approximately
$1,141 and $1,10700 respectively. Our short-term investments were $2,379 and $2,350 at June 30, 2005 and December
31, 2004, respectively

For the six months ended June 30, 2005 cash provided by operations was $1,038
compared to $1,650 in the same period in 2004. Net income was $378 lower in the six months ended June 30, 2005,
compared to the same period in 2004. In addition, we experienced an inventory reduction of $507 during the first half of
2005 compared to an increase of $1,693 in the first half of 2004. Receivable from Parent was reduced by $140 in the
first half of 2005, compared to a $449 reduction in the same of period. Accounts payable increased by $341, and
accrued expenses were reduced by $497 in the six months ended June 30, 2005, respectively, compared to increases
of $283 and $263 in the comparable period in 2004. Other assets grew by $220 in the first half of 2005 compared to a
reduction in 2004.

Available bank borrowings were $6,000, all of which were unused at June 30, 2005. The
Company's revolving line of credit was renewed in 2005 through June 30, 2006. We are in compliance with all loan
covenants under this facility. We are in compliance with all loan covenants under this facility.

We believe that our existing cash and cash equivalent balances, short-term investments and
anticipated cash flows from operations will be sufficient to meet our operating and capital requirements for at least the
next 12 months. However, revenues could decline below our expectations resulting in insufficient cash flow from
operations or we may require additional financing to fund new product development, strategic investments in new
markets, and strategic acquisitions. As a result, we could be required, or could elect, to raise additional funds during that
period and we may need to raise additional capital in the future. Additional capital may not be available at all, or may
only be available on terms unfavorable to us. With the exception of operating leases, we have not entered into any off-
balance sheet financing arrangements, we have not established any variable interest entities, we do not have any
unconditional purchase obligations, nor do we have non-cancelable commitments for capital expenditures.

Critical Accounting Policies

There were no material changes in any of our critical accounting estimates or judgments during the first or
second quarters of 2005.

Revenue Recognition

The Company has product and services sales.
Revenue from product sales to OEM's and distributors is recognized upon shipment when shipped FOB our
plant or upon receipt by the customer when shipped FOB destination, if a signed purchase order exists, the price is fixed
or determinable, collection of the resulting receivable is considered reasonably assured and product returns can be
reasonably estimated. Subsequent to the sale of the products, we have no obligation to provide any modification or
customization, upgrades, enhancements or post contract customer support.

Our agreements with our distributors include certain product rotation, price protection, and
warranty rights. All distributors have the right to rotate slow moving products four times each fiscal year. The maximum
dollar value of inventory eligible for rotation is equal to eight percent of our products purchased by the distributor during
the previous fiscal year. In order to take advantage of their product rotation rights, the distributors must order and take
delivery of additional products equal to at least the dollar value of the products that they want to rotate. Reserves for the
right of return and restocking are established based on the requirements of Statement of Financial Accounting
Standards ("SFAS") 48, Revenue Recognition when Right of Return Exists because we have visibility into our
distributor's inventory and have sufficient history to estimate returns. We record a reserve based on historical trend.
Stock rotation and returns estimates are recorded as reductions of sales and cost of sales.

Each distributor is also allowed certain rebates and price protection rights. If and when we
reduce or plan to reduce the price of any of our products and the distributor is holding any of the affected products in
inventory, we will credit the distributor the difference in price when it places its next order with us. We record an
allowance for price protection reducing our net sales and increasing our accrued liabilities based on specific terms and
historical trend. Price protection estimates are recorded as reductions of sales and warranty estimates are recorded
against cost of sales.

The Company provides a warranty to its customers for a period of 12 to 18 months. Upon
revenue recognition, we provide for the estimated costs that may be incurred for product warranties. We estimate sales
returns and warranty costs based on historical experience and the best information we have at the time we report our
financial statements. Actual results could differ from these estimates. Warranty expenses are recorded against cost of
sales.

Installation and engineering service revenue is recognized when services are rendered, or when
an identifiable portion of the contract is completed, no significant post-delivery obligations exist and collection of the
resulting receivable is considered reasonably assured.

Inventory Valuation

We value our inventory at the lower of the actual cost to purchase and/or manufacture
the inventory or the current estimated market value of the inventory. We regularly review inventory quantities on hand
and may write-down excess and obsolete inventory based primarily on our historical consumption and our estimated
forecast of product demand and production requirements. Demand for our products can fluctuate significantly. In
addition, our industry is characterized by technological change, new product development, and product obsolescence
that could result in an increase in the amount of obsolete inventory quantities on hand. Our estimates of future product
demand may differ from actual results, in which case we may adjust the provision required for excess and obsolete
inventory. In the future, if our inventory is determined to be overvalued, we would be required to recognize such costs in
our cost of goods sold at the time of such determination. Likewise, if our inventory is determined to be undervalued, we
may have over-reported our costs of goods sold in previous periods and would be required to recognize such additional
operating income at the time of sale. Therefore, although we make every effort to ensure the accuracy of our forecasts
of future product demand, any significant unanticipated changes in demand or technological developments could have a
significant impact on the value of our inventory and our reported operating results.

Allowance for Doubtful Accounts

We maintain allowances for estimated losses from the inability of our customers to
make required payments. We perform ongoing credit evaluations of our customers and adjust credit limits based upon
payment history and the customer's current credit worthiness, as determined by our review of their current credit
information. We continuously monitor collections and payments from our customers and maintain a provision for
estimated credit losses based upon our historical experience and any specific customer collection issues that we have
identified. While such credit losses have historically been within our expectations and the provisions established, we
cannot guarantee that we will continue to experience the same credit loss rates that we had in the past. A significant
change in the liquidity or financial position of any one of our customers could have an adverse impact on the
collectability of our accounts receivable and our future operating results. An account is written off or written down to its
net realizable value, when we determine that and it is in bankruptcy, liquidation or cannot be located or the cost of
collection exceeds the realizable value of the account.

Valuation of Goodwill and Other Long-Lived Assets

We review the recoverability of our long-lived assets, such as fixed assets, goodwill,
intangible assets and investments, when events or changes in circumstances indicate that the carrying amount of the
asset or asset group may not be recoverable. We had no such impairment trigger event in the six months ended June
30, 2005. The assessment of possible impairment is based on our ability to recover the carrying value of the asset or
asset group from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related
operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the
difference between the estimated fair value and carrying value. The measurement of impairment requires management
to estimate future cash flows and the fair value of long-termed assets. In addition, we review the valuation of goodwill at
least annually. Based on our review of the cash flows relative to the acquisition of MSD, Lundahl Instruments and PSI-
Tronix, we believe the goodwill and other long-lived assets are not stated at more than their fair value.

Business Factors

Because of the variety of factors and uncertainties affecting our operating results, past
financial performance and historical trends may not be a reliable indicator of future performance. These factors, as well
as other factors affecting our operating performance, may result in significant volatility in our common stock price.
Among the factors which could affect our future business, financial condition or operating results are the following:

Our operating results may fluctuate.

We have experienced fluctuations in annual and quarterly operating results and anticipate
that these fluctuations will continue, which may cause the trading price of our common stock to decline. These
fluctuations are caused by a number of factors described below and elsewhere in this section, including:

- the level and timing of customer orders;
- fluctuations in demand for complementary third party products with which our products are
sold;
- changes in the mix of our products sold;
- timing of operating expenditures;
- timing of new product introductions;
- fluctuations in prices charged by our suppliers;
- seasonality of sales within our core markets;
- volatility in supply and demand affecting industrial control products generally, such as
increases in the supply of competitive products and declines in selling prices; and
- economic conditions in the U.S. and abroad.

Our sales are dependent on independent distributors.

A majority of our sales are through third party distributors, system integrators and original
equipment manufacturers. These resellers are not required to offer our products exclusively. We cannot assure that a
reseller will continue to offer our products. In addition many of our resellers are privately owned firms which may not be
well capitalized. If our ability to sell products through these third parties is impaired, our results of operations would likely
suffer.

The industrial manufacturing equipment industry, and the markets of customers that use our
products, are highly cyclical.

Our continued success depends in large part on the vibrancy of various industries that use
our products.  We operate in a cyclical industry that has been subject to significant economic downturns often in
connection with, or in anticipation of, declines in general economic conditions.  These types of downturns have
occurred numerous times in the past, most recently in 2001.  During such downturns, we experience reduced
product demand, erosion of average selling prices and gross margins. Our business could be harmed in the future
by additional cyclical downturns in the industrial manufacturing equipment industry or by slower growth by any of the
markets served by our customers' products.

The markets in which we participate are intensely competitive.

Our core markets are intensely competitive. Many competitors have substantially greater
name recognition and technical, marketing, distribution and financial resources than we have, and we may not be able to
compete successfully with them in the future. Competitive pressures could also reduce market acceptance of our
products and result in price reductions, decreases in revenues and increases in expenses. Competition in our core
markets is based primarily on performance, quality, price and availability. If we do not compete successfully on these
and other factors, our business, financial condition and operating results would be harmed.

Average sales prices of our products generally decline
over time.

Average sales prices in the industrial manufacturing equipment market tend to decline over
time as a result of competition, technological advances, manufacturing efficiencies and other
factors.  Declines in average sales prices for our products, if not
offset by reductions in the cost of producing those products or by sales of new products with higher gross margins,
would decrease our gross margins, could cause a negative adjustment to the value of our inventories and could
materially and adversely affect our operating results.

We do not have long term contracts with our customers.

Our customers generally purchase our products on a purchase-order basis and do
not have long-term contracts with us. As a result, we cannot be certain that our customers will continue to order products
from us at the same or higher levels as in the past. The loss of one or more significant customers, or a decline in overall
orders from our customers, would harm our business and operating results.

In addition, the lack of long-term sales contracts and significant order backlog makes it difficult
for us to forecast future sales with certainty or to accurately forecast component and product requirements. These
factors expose us to a number of risks:

- if we overestimate our requirements we may be obligated to purchase more components or
third-party products than are required;
- if we underestimate our requirements, our suppliers may have an inadequate product or
product component inventory, which could interrupt manufacturing of our products and result in delays in shipments and
revenues;
- we may also experience shortages of product components from time to time, which also
could delay the manufacturing of our products; and
- over or under production can lead to higher expenses, lower than anticipated revenues, and
reduced margins.

We may be unable to increase our international sales.

We are attempting to develop, integrate and expand our international distribution networks
in an effort to increase international sales of our products. We may not be successful in developing or expanding our
international distribution network or in marketing and selling products in foreign markets. If the revenues generated by
our international sales are not adequate to recover the expense of establishing, expanding, and maintaining an
international distribution network, our business, financial condition, and results of operations could be materially
adversely affected. If international sales become a more significant component of net sales, our business would be more
vulnerable to risks inherent in doing business internationally, including:

- difficulties in managing foreign resellers;
- longer payment cycles and problems in collecting accounts receivable;
- the effects of seasonal customer demand;
- changes in regulatory requirements;
- difficulties in meeting the requirements of different international product regulations;
- risks relating to intellectual property rights;
- increased expenses due to efforts to localize our product offerings;
- export restrictions, tariffs and other trade barriers;
- fluctuations in currency exchange rates; and
- potentially adverse tax consequences and political instability.

The existence or occurrence of any one of these factors could have a material adverse effect on
our business, financial condition, and results of operations.

Our business could suffer if we are experience delays or are unable to
transition certain of our products to conformance with new European hazardous substance regulations.

The legislative and commercial actions in Europe regarding hazardous substances have
brought a new level of environmental awareness to industrial equipment industries. Certain of our products that may fall
within the scope of the Restriction on Hazardous Substances (RoHS) Directive may be required to conform to the new
emerging restrictions and conventions. Delays or failure to transition current products to environmental compliance for
the broad range of countries where our products are deployed may negatively impact revenues. Further, many of our
commercial parts suppliers and contract manufacturers have begun or completed the conversion to meet this new
emerging requirement. Should these efforts be delayed our supply chain of qualified components could prevent STI from
meeting the deadline for compliance. Also our cost to become compliant could become more than currently projected,
therefore negatively impacting our revenues and margin performance.

We depend upon suppliers and outsourced manufacturers, several of which are located
outside of the U.S. Disruption of our access to these supplies and services, or problems with the quality of supplies or
services, could prevent us from filling customer orders and harm our business.

The principal components of our products are purchased
from outside vendors. We generally buy components under purchase orders, do not have long-term agreements with our
suppliers, and we generally do not maintain large inventories of components. Any termination of, or significant disruption
of, our relationships with the suppliers of our product components may prevent us from filling customer orders in a timely
manner which could result in customer dissatisfaction and lost sales.

For some of our products, including
private label products, we rely on third party manufacturers for subassembly of products and for final assembly, quality
assurance, and testing of some of our products. These outsourcing arrangements and any future outsourcing
arrangements involve numerous risks, including reduced control over product quality, delivery schedules, manufacturing
yields, and costs.

For certain products that we private label, we are dependent on third party suppliers.

We rely on third party suppliers for several finished products that we sell under the STI
brand name. If we do not manage the relationship with the supplier properly or if the supplier stops providing us with
these products, we may not be able to find replacement products in a timely manner or at all. This may prevent us from
fulfilling customer orders and have an adverse impact on our financial results.

Our business could suffer if we do not respond to technological change and new product development demands
of our customers.

The market for our products is characterized by changing technology, evolving industry
standards, changes in customer needs and new product introductions. Our future success will depend on our ability to
respond to emerging industry standards, enhance current products, develop new products, and achieve market
acceptance of those products, all on a timely and cost-effective basis. The introduction of new products also requires
that we manage the transition from older products in order to minimize disruption of customer orders, avoid excessive
levels of older product inventories and ensure that adequate supplies of new products can be delivered to meet
customer demands.

Product errors or defects could result in product recalls and claims against us.

We manufacture machine safety and automation sensing products, many of which are used
in manufacturing, construction and other industrial environments. Errors or defects in our products could contribute to
injuries, and could subject us to product liability claims. Any such claims would divert management's
attention from our core business,
would be expensive to defend, and could result in sizeable damage awards against us. Our existing product liability
insurance coverage may be inadequate to protect us from any liabilities we might incur, and we may not be able to
maintain this insurance or do so at a reasonable cost or on reasonable terms. Any product liability claim brought against
us, with or without merit, could also increase our product liability insurance rates or prevent us from securing any
coverage in the future. If a product liability claim or series of claims is brought against us for uninsured liabilities or is in
excess of our insurance coverage, our business would suffer. In addition, such claims may require us to recall some of
our products, which could result in significant costs to us.

Fluctuations in currency exchange rates would have an adverse effect on our operating
results and financial condition.

While substantially all of our sales are denominated in U.S. dollars, we purchase material
for resale denominated in British pounds and Euros, and, in the future, we may transact business in other foreign
currencies. Increases in value of the U.S. dollar relative to foreign currencies have the effect of increasing the prices of
our products in foreign markets and, as a result, could harm sales of our products in those markets. Conversely,
declines in value of the U.S. dollar relative to foreign currencies, as we have recently experienced, has the effect of
increasing our operating expenses by increasing the cost of materials we purchase for resale in British pounds and
Euros. As a result, future volatility in currency exchange rates would have an adverse effect on our operating results.

We have identified in the past, and may identify in the future, material weaknesses in our
internal control over financial reporting, which could damage public perception of our
financial statements and cause our stock price to decline.

In the course of preparing our financial statements for fiscal year ended December 31,
2004, we and our auditors identified material weaknesses, as defined in Public Company
Accounting Oversight Board Standard No. 2, in our internal control over financial
reporting. Specifically, material weaknesses were identified with respect to inadequate
preparation and insufficient review and analysis of certain financial statement account
reconciliations; lack of documented policies and procedures related to changes and
updates in our accounting system; and lack of sufficient personnel with appropriate
qualifications and training in certain key accounting roles and adherence to certain
control disciplines within the accounting and financial reporting function.

Although we have taken steps to remediate these material weaknesses, we cannot
assure you that we will not in the future identify material weaknesses or significant
deficiencies in our internal control over financial reporting that we have not discovered to
date or that may arise in the future.  In such case, we could lose investor confidence in the
accuracy and completeness of our financial reports, which could have an adverse effect
on our stock price.

Our business could suffer if we are unable to protect and enforce our intellectual property rights.

We rely on a combination of patent, trademark, trade secret laws and contractual
restrictions to establish and protect proprietary rights in our products and services. There can be no assurance that our
patents, trademarks, or contractual arrangements or other steps taken by us to protect our intellectual property will prove
sufficient to prevent misappropriation of our technology or defer independent third party development of similar
technologies. Moreover, there can be no assurance that the technology licenses granted to us from our parent company
will continue to be available. The loss of any of our proprietary technology could require us to obtain technology of lower
quality or performance standards or at greater cost, which could materially adversely affect our business, results of
operations and financial condition. Also, competitors may develop their own intellectual property or technologies, obtain
their own patents, or challenge the validity of, or be able to design around, our patents. The laws of certain foreign
countries may not protect our products, services or intellectual property rights to the same extent as do the laws of the
United States.

We may initiate claims or litigation against other third parties for infringement of proprietary rights
or to establish the validity of proprietary rights. Similarly, our competitors may initiate claims or litigation against us
alleging infringement of their proprietary rights or improper use of their intellectual property. Litigation relating to
intellectual property to which we may become a party is subject to numerous risks and uncertainties, including the risk of
counterclaims or other litigation against us, and we may not be successful in any such litigation.

Our ability to develop and market our products is dependent upon our retention of certain
executive officers and other key personnel.

We are greatly dependent on the ability to retain key
management and technical personnel, and our future success is highly dependent upon the personal efforts of our
management and technical personnel. The loss of services of any one of them could have a material adverse effect on
our business, financial condition, and results of operations. Our success will also be dependent in part upon our ability to
attract, retain, and motivate highly skilled employees. We may need to offer additional compensation or incentives to
attract and retain these and other employees.

We may need to raise additional capital

It is possible we may need to raise additional funds in
the future, and this additional financing may not be available to us in favorable terms, if at all. We may also require
additional capital to acquire or invest in complementary businesses or products or obtain the right to use complementary
technologies. If we issue additional equity securities to raise funds, the ownership percentage of our existing
stockholders would be reduced. New investors may demand rights, preferences or privileges senior to those of existing
holders of our common stock. If we issue debt securities to raise funds, we may incur significant interest expense, which
would harm our profitability. The issuance of debt securities may also require us to agree to various restrictions typical of
debt securities, including limitations on further borrowing and our right to pay dividends.

Our operations have been and may continue to be negatively impacted by
uncertain global economic and political conditions

Our business may suffer as a result of general economic and political conditions in the U.S.
and abroad. In 2003 and 2002, there was a rapid and severe downturn in the U.S. market and global economy. This
downturn has been compounded by recent terrorist activity, such as the attacks in the U.S. on September 11, 2001, and
the recent military activity in Afghanistan, Iraq and the Middle East. Additional terrorist acts or acts of war could cause
damage or disruption to us or to our suppliers and our customers. Fears of global recession, war, and terrorism may
continue to have seriously detrimental effects on the U.S. and global economies. Such conditions could further dampen
consumer confidence and cause our customers to slow or cease spending on our products. If these events continue, our
operations may be negatively impacted.

The seasonality inherent in our business could cause our operating results to fluctuate.

The industrial manufacturing equipment industry in which we compete has historically been
subject to seasonality. This is also true with respect to European markets in which we compete where business activity
declines due to vacations taken in the summer months. This seasonality, combined with other factors such as the
variability in our operating results described above, renders quarter-to-quarter comparisons of our results of operations
unreliable as indicia of our overall performance.

Our parent company has voting control over us.

Approximately eighty-six percent (86%) of our capital stock is currently held by our parent
corporation, Scientific Technology Incorporated, a California corporation. As a result, our parent has control over matters
requiring approval by our shareholders, including the election of directors and the approval of mergers or similar
transactions, even if other shareholders disagree. This control, along with provisions of Oregon law affecting acquisitions
and business combinations, may delay, deter or prevent a third party from acquiring or merging with us and prevent
shareholders from realizing a premium price for their shares associated with an acquisition. This voting control and
provisions of Oregon law may also have a negative effect on the market price of our common stock.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The market risk inherent in our investments represents the potential loss arising from
adverse changes in interest rates. We are exposed to market risk in the area of interest rate changes impacting the fair
value of our investment securities. Our policy is to invest primarily in money market accounts and short-term investments
held at financial institutions. We do not have any derivative instruments in our investment portfolio. Due to their highly
liquid nature, our investments are subject to minimal credit and market risk.

Item 4. CONTROLS AND PROCEDURES.

(a)     Based on their evaluation as of the end of the period covered by this
report, our Chief Executive Officer and Chief Financial Officer have concluded that, As
of June 30, 2005, our disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934) were not effective to ensure
that information required to be disclosed by us in reports that we file or submit under
the Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules and
forms. However, due to corrective actions we undertook, including the implementation
of certain reporting tools and independent internal reviews of key account
reconciliations, our management believes that the financial statements and other
financial information included in this quarterly report are complete and accurate in all
material respects.

(b) In response to the material weaknesses in our internal controls over financial
reporting identified by our auditors in connection with the audit of our consolidated
financial statements for the year ended December 31, 2004, and in preparation for our
compliance with Section 404 of the Sarbanes-Oxley Act of 2002, which will be required
as of the end of our fiscal year 2006, we commenced during the first quarter of fiscal
2005, and continued during the second quarter of fiscal 2005, the following corrective
actions to remediate the material weaknesses:

(1) We have implemented additional general ledger close and account analysis procedures
including procedures to analyze consolidated fluctuations and reporting. These procedures also include analysis of
inventory and accounts receivable aging and valuation.

(2) We are working with advisors to help establish policies and procedures related to changes
and updates in our accounting system; and

(3) We have begun a process to address our need for additional experienced finance personnel
in order to improve our controls over financial reporting.

We intend to continue to evaluate the remediation efforts addressing the material
weaknesses that were identified and to take appropriate action to correct the deficiencies
identified, and to continue to review, evaluate and strengthen our controls and processes.
The Audit Committee of our Board of Directors is performing oversight of our
implementation of enhancements and improvements to our internal control over financial
reporting, and our management is reporting to our Audit Committee on a regular basis
regarding these matters.

PART II - OTHER INFORMATION

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Annual Meeting of shareholders held on May 26, 2005, the shareholders re-elected the
following to the Board of Directors, Anthony R. Lazzara: 9,549,406 shares for, 61,722 shares
withheld, Joseph J. Lazzara: 9,548,721 shares for, 62,407 shares withheld, James A. Lazzara:
9,548,756 shares for, 62,372 shares withheld, James A. Ashford: 9,549,729 shares for,
61,399 shares withheld, Carl H. Frei: 9,586,264 shares for, 24,864 shares withheld, Bernard
L. Ploshay: 9,585,264 shares for, 25,864 shares withheld, and Richard S. Baldwinson:
9,586,264 shares for and 24,864 shares withheld.

Items 1 through 3 and 5 are not applicable for this reporting period.

Item 6. EXHIBITS.

The following documents are filed as a part of this Report:



|Exhibit 31 - | Section 302 Certification of Chief Executive and Chief Financial Officers
       PDF
|------------ | ------------------------------------------------------------------------------------
|Exhibit 32 - | Section 906 Certification of Chief Executive and Chief Financial Officers
       PDF

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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.

| | SCIENTIFIC TECHNOLOGIES INCORPORATED
            Registrant
| | -----------------------------------------------------------

|Date: August 15, 2005 |  | /s/Joseph J. Lazzara  
                  Joseph J. Lazzara
                  President and Chief Executive Officer
                  (Principal Executive Officer)
|--------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Date: August 15, 2005 |  | /s/ Richard O. Faria  
                  Richard O. Faria
                  Vice-President and Chief Financial Officer
                  (Principal Financial Officer)
|--------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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