UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,
D.C. 20549

FORM 10-K/A
AMENDMENT No. 2

(Mark One)


|   |                                                                                                 
|-- | ------------------------------------------------------------------------------------------------
|x  | Annual Report Pursuant to Section 13 or 15(d) of the
 Securities Exchange Act of 1934           
|   | For the
 fiscal year ended June 30, 2009                                                        
|Or |                                                                                                 
|o  | 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 0-12944

|                                                      
|------------------------------------------------------
|ZYGO
CORPORATION                                      
|                                                      
|(Exact name of registrant as specified in its charter)

|                                |  |                                      | 
|------------------------------- |  | ------------------------------------ | 
|Delaware                        |  | 06-0864500                           | 
|                                |  |                                      | 
|(State or other jurisdiction of |  | (IRS Employer Identification Number) | 
|incorporation or organization)  |  |                                      | 

| |                                                             | 
| | ----------------------------------------------------------- | 
| | Laurel Brook Road, Middlefield, Connecticut 06455-1291      | 
| |                                                             | 
| | (Address of principal executive offices) (Zip Code)         | 
| |                                                             | 
| | (860) 347-8506                                              | 
| |                                                             | 
| | (Registrants telephone number, including area code:)       | 
| |                                                             | 
| | Securities registered pursuant to Section 12(b) of the Act: | 
| |                                                             | 
| | None                                                        | 
| |                                                             | 
| | Securities registered pursuant to Section 12(g) of the Act: | 
| |                                                             | 
| | Common Stock, $.10 Par Value                                | 

Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


YES o
   NO x


Indicate by
check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


YES o
   NO x


Indicate by
check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


YES o
   NO x


Indicate by
check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceeding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


YES o
   NO o


Indicate by
check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K(229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.


x


Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller
reporting company in rule 12b-2 of the Exchange act. (Check one):

|                         |   |                                                |                               | 
|------------------------ | - | ---------------------------------------------- | ----------------------------- | 
|Large
 accelerated filer | o |                                                | Accelerated filer   x        
|Non-accelerated
 filer   | o | (Do not check if a smaller reporting
 company) | Smaller
 reporting company  o

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


YES o
   NO x


---



The aggregate
market value of the registrants Common Stock held by non-affiliates, based
upon the closing price of the Common Stock on December 31, 2008, as reported by
the NASDAQ National Market, was $64,026,111. Shares of Common Stock held by
each executive officer and director and by each person who owns 5% or more of
the outstanding Common Stock, based on filings with the Securities and Exchange
Commission, have been excluded since such persons may be deemed affiliates.
This determination of affiliate status is not necessarily a conclusive determination
for other purposes.

Indicate the
number of shares outstanding of each of the registrants classes of Common
Stock, as of the latest practicable date.

16,988,156 Shares of Common Stock, $.10 Par
Value, at September 1, 2009

EXPLANATORY NOTE

The purpose of this Amendment No. 2 (this "Form 10-K/A") to our Annual Report on Form 10-K for the fiscal year ended June 30, 2009, which was filed with the Securities and Exchange Commission (the "SEC") on September 14,
2009 and amended on October 26, 2009 (the "Annual Report"), is to include revised versions of Exhibits 10.30 and 10.31. The versions of Exhibits 10.30 and 10.31 filed herewith have been revised in response to comments of the Staff of the SEC
relating to ZYGO's request for confidential treatment.

In addition, pursuant to the rules of the SEC, Item
15 of Part IV of the Annual Report has been amended to contain currently dated
certifications from our Chief Executive Officer and Chief Financial Officer,
as required by  Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 with respect
to this Form 10-K/A. The currently dated certifications
of our Chief Executive Officer and Chief Financial Officer are attached to this
Form 10-K/A as Exhibits 31.1, 31.2, 32.1 and 32.2. Except as described above,
no other changes are made to  the Annual Report, and this Form 10-K/A does not
amend, update or change any other Item or the disclosures in the Annual Report
in any way. This Form 10-K/A does not reflect events occurring after the filing
of the Annual Report or modify or update  those disclosures, including any exhibits
to the Annual Report, affected by subsequent events.

---



PART IV

Item 15. Exhibits, Financial Statement
Schedules

|    |                                                                                |                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The
 following documents are filed as part of this report:                    
|    |                                                                               
|    | 1. and 2.
 Consolidated Financial Statements and Financial Statement Schedule:
|    |                                                                                |                                                                                                                                                                                                                                                                     
|    |                                                                                | Consolidated Financial Statements and Financial Statement Schedule (previously filed with the Companys Annual Report on Form
10-K for the fiscal year ended June 30, 2009, as filed with the Securities and Exchange Commission on September 14, 2009)             
|    |                                                                                |                                                                                                                                                                                                                                                                     
|    | 3.                                                                             | EXHIBITS                                                                                                                                                                                                                                                            
|    |                                                                                |                                                                                                                                                                                                                                                                     
|    | 3.(i)                                                                          | Restated
 Certificate of Incorporation of the Company and amendments thereto (Exhibit
 3.(i) to the Companys Annual Report on Form 10-K for its year ended June 30,
 1993)*                                                                                        
|    |                                                                                |                                                                                                                                                                                                                                                                     
|    | 3.(ii)                                                                         | Certificate
 of Amendment of Certificate of Incorporation, filed June 3, 1996 (Exhibit
 3.(ii) to the Companys Annual Report on Form 10-K 405 for its year ended
 June 30, 1996)*                                                                                  
|    |                                                                                |                                                                                                                                                                                                                                                                     
|    | 3.(iii)                                                                        | By-laws of
 the Company (Exhibit (3)(b) to Registration No. 2-87253 on Form S-1
 hereinafter Registration No. 2-87253)*                                                                                                                                           
|    |                                                                                |                                                                                                                                                                                                                                                                     
|    | 4.1                                                                            | Zygo
 Corporation Code of Ethics (Exhibit 14.1 to the Companys Quarterly Report on
 Form 10-Q for its quarterly period ended March 26, 2004)*                                                                                                                      
|    |                                                                                |                                                                                                                                                                                                                                                                     
|    | 10.1                                                                           | Confidentiality
 and Non-Competition Agreement dated October 25, 1983, between the
 Company and Carl A. Zanoni (Exhibit (10)(b) to Registration No. 2-87253)*                                                                                                       
|    |                                                                                |                                                                                                                                                                                                                                                                     
|    | 10.2                                                                           | Agreement
 dated November 20, 1980, between the Company and Canon Inc. regarding
 exchange of information (Exhibit (10)(y) to Registration No. 2-87253)*                                                                                                            
|    |                                                                                |                                                                                                                                                                                                                                                                     
|    | 10.3                                                                           | Amended and
 Restated Zygo Corporation Profit Sharing Plan (Exhibit 10.15 to the Companys
 Annual Report on Form 10-K 405 for its year ended June 30, 1995)*                                                                                                       
|    |                                                                                |                                                                                                                                                                                                                                                                     
|    | 10.4                                                                           | Canon/ZYGO
 Confidentiality Agreement dated March 7, 1990, between the Company and
 Canon Inc. regarding confidential technical information received from each
 other (Exhibit 10.42 to the Companys Annual Report on Form 10-K for its year
 ended June 30, 1991)*
|    |                                                                                |                                                                                                                                                                                                                                                                     
|    | 10.5                                                                           | Zygo
 Corporation Amended and Restated Non-Qualified Stock Option Plan ratified and
 approved by the Companys Stockholders on November 19, 1992 (Exhibit
 10.30 to the Companys Annual Report on Form 10-K for its year ended
 June 30, 1993)*                    
|    |                                                                                |                                                                                                                                                                                                                                                                     
|    | 10.6                                                                           | Zygo
 Corporation Non-Employee Director Stock Option Plan ratified and approved by
 the Companys Stockholders on November 17, 1994 (Exhibit 10.30 to the
 Companys Annual Report on Form 10-K 405 for its year ended June 30, 1996)*                              
|    |                                                                                |                                                                                                                                                                                                                                                                     
|    | 10.7                                                                           | Employment
 Agreement dated January 15, 1999, between Zygo Corporation and J. Bruce
 Robinson (Exhibit 10.34 to the Companys Annual Report on Form 10-K 405 for
 its year ended June 30, 1999)*                                                                    
|    |                                                                                |                                                                                                                                                                                                                                                                     
|    | 10.8                                                                           | Zygo
 Corporation Amended and Restated Non-Employee Director Stock Option Plan
 ratified and approved by the Companys Stockholders on November 17, 1999
 (Exhibit to the Companys Definitive Proxy Statement for its year ended June
 30, 1999)*                  
|    |                                                                                |                                                                                                                                                                                                                                                                     
|    | 10.9                                                                           | Employment
 agreement dated July 1, 1999, between Zygo Corporation and Brian J. Monti
 (Exhibit 10.22 to the Companys Annual Report on Form 10-K 405 for its year
 ended June 30, 2000)*                                                                           



---



| |       |                                                                                                                                                                                                                                                                   
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.10 | Subcontract
 B519044 between The Regents of The University of California Lawrence
 Livermore National Laboratory and Zygo Corporation dated January 14, 2002 (Exhibit
 10.25 to the Companys Annual Report on Form 10-K for its year ended June 30,
 2002)*      
| |       |                                                                                                                                                                                                                                                                   
| | 10.11 | Development
 Agreement dated September 11, 2002, between Zygo Corporation and Canon, Inc.
 (Exhibit 99.2 to the Companys Current Reports on Form 8-K dated September
 17, 2002)*                                                                                 
| |       |                                                                                                                                                                                                                                                                   
| | 10.12 | Development
 and Manufacturing Support Services Agreement effective December 1, 2001,
 between Zygo Corporation and Philips Electronics North America Corporation.
 (Exhibit 99.1 to the Companys Current Report on Form 8-K dated October 22,
 2002)*           
| |       |                                                                                                                                                                                                                                                                   
| | 10.13 | Development
 Agreement Amendment dated December 20, 2004, between Zygo Corporation and
 Canon Inc. (Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for
 its quarterly period ended December 31, 2004)*                                               
| |       |                                                                                                                                                                                                                                                                   
| | 10.14 | Development
 Agreement Amendment dated February 26, 2005, between Zygo Corporation and
 Canon Inc. (Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for
 its quarterly period ended March 31, 2005)*                                                  
| |       |                                                                                                                                                                                                                                                                   
| | 10.15 | Development
 Agreement dated February 23, 2005, between Zygo Corporation and Canon Inc.
 (Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for its
 quarterly period ended March 31, 2005)*                                                            
| |       |                                                                                                                                                                                                                                                                   
| | 10.16 | Zygo
 Corporation 2002 Equity Incentive Plan Restricted Stock Agreement. (Exhibit
 10.1 to the Companys Quarterly Report on Form 10-Q for its quarterly period
 ended September 30, 2005)*                                                                       
| |       |                                                                                                                                                                                                                                                                   
| | 10.17 | Zygo
 Corporation 2002 Equity Incentive Plan Stock Option Agreement. (Exhibit 10.2
 to the Companys Quarterly Report on Form 10-Q for its quarterly period ended
 September 30, 2005)*                                                                           
| |       |                                                                                                                                                                                                                                                                   
| | 10.18 | Employment
 contract dated October 23, 2006 between Zygo Corporation and James Northup.
 (Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for its
 quarterly period ended December 31, 2006)*                                                         
| |       |                                                                                                                                                                                                                                                                   
| | 10.19 | Employment
 contract dated November 20, 2006 between Zygo Corporation and John Stack.
 (Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for its
 quarterly period ended December 31, 2006)*                                                           
| |       |                                                                                                                                                                                                                                                                   
| | 10.20 | Agreement
 dated February 8, 2007 between Zygo Corporation and Carl A. Zanoni. (Exhibit
 10.1 to the Companys Quarterly Report on Form 10-Q for its quarterly period
 ended March 31, 2007)*                                                                     
| |       |                                                                                                                                                                                                                                                                   
| | 10.21 | Employment
 contract dated June 15, 2007 between Zygo Corporation and Walter A. Shephard.
 (Exhibit 10.23 to the Companys Annual Report on Form 10-K for its annual
 period ended June 31, 2007)*                                                                
| |       |                                                                                                                                                                                                                                                                   
| | 10.22 | Employment
 Agreement dated November 19, 2007 between Zygo Corporation and Mr. Douglas J.
 Eccleston (Exhibit 99.1 to the Companys Current report on Form 8-K dated
 November 20, 2007)*                                                                         
| |       |                                                                                                                                                                                                                                                                   
| | 10.23 | Press
 Release, dated February 28, 2008, issued by Zygo Corporation which announces
 that it acquired the assets of Solvision, Inc. (Exhibit 99.1 to the Companys
 Current Reports on Form 8-K dated February 29, 2008)*                                         
| |       |                                                                                                                                                                                                                                                                   
| | 10.24 | Restricted
 Stock Unit Agreement dated January 31, 2008 between ZYGO Corporation and J.
 Bruce Robinson (Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q
 for its quarterly period ended March 31, 2008)*                                             
| |       |                                                                                                                                                                                                                                                                   
| | 10.25 | Entry into
 an agreement and plan of merger and reorganization (Exhibit 2.1 to the
 Companys Current Reports on Form 8-K dated October 21, 2008)                                                                                                                 
| |       |                                                                                                                                                                                                                                                                   
| | 10.26 | Employment
 agreement amendments between Zygo Corporation and J. Bruce Robinson, James R.
 Northup, and John M. Stack, dated October 21, 2008 (Exhibit 10.1, 10.2, and
 10.3, respectively, to the Companys Current Reports on Form 8-K dated
 October 21, 2008)*



---



| |       |                                                                                                                                                                                                                                                                                    
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.27 | Audited
 consolidated financial statements of Solvision Inc. (Exhibit 99.1 to the
 Companys Current Report on Form 8-K/A dated February 28, 2008)                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                    
| | 10.28 | Employment
 Agreement amendment, dated January 15, 2009, between Zygo Corporation and
 Brian M. Monti (Exhibit 99.1 to the Companys Current Report on Form 8-K
 dated January 22, 2009)*                                                                                          
| |       |                                                                                                                                                                                                                                                                                    
| | 10.29 | Settlement
 Agreement and Mutual Release, dated as of April 2, 2009, by and among Electro
 Scientific Industries, Inc., Zirkon Merger Sub, LLC, and Zygo Corporation
 (Exhibit 2.1 to the Companys Current Report on Form 8-K dated April 3, 2009)                                
| |       |                                                                                                                                                                                                                                                                                    
| | 10.30 | Asset
 Transfer Agreement, dated as of June 17, 2009, by and between Zygo
 Corporation and Nanometrics Corporation. **                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                    
| | 10.31 | Supply
 Agreement, dated as of June 17, 2009, by and between Zygo Corporation and
 Nanometrics Corporation. **                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                    
| | 10.32 | Employment contract dated November 16, 2007
         between Zygo Corporation and David Person. Previously filed with the Companys Annual Report on Form 10-K
for the fiscal year ended June 30, 2009, as filed with the Securities and Exchange Commission on September 14, 2009.
| |       |                                                                                                                                                                                                                                                                                    
| | 21.   | Subsidiaries
 of Registrant. Previously filed with the Companys Annual Report on Form 10-K
for the fiscal year ended June 30, 2009, as filed with the Securities and Exchange Commission on September 14, 2009.                                                                   
| |       |                                                                                                                                                                                                                                                                                    
| | 23.1  | Consent of
 Independent Registered Public Accounting Firm. Previously filed with the Companys Annual Report on Form
 10-K for the fiscal year ended June 30, 2009, as filed with the Securities and Exchange Commission on September 14, 2009.                                    
| |       |                                                                                                                                                                                                                                                                                    
| | 24.   | Power of
 Attorney (included in the signature page to the Companys
 Annual Report on Form 10-K
 for the fiscal year ended June 30, 2009, as filed with the Securities and Exchange
 Commission on September 14, 2009)                                                             
| |       |                                                                                                                                                                                                                                                                                    
| | 31.1  | Certification
 Pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of
 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
 2002                                                                                                              
| |       |                                                                                                                                                                                                                                                                                    
| | 31.2  | Certification
 Pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of
 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
 2002                                                                                                              
| |       |                                                                                                                                                                                                                                                                                    
| | 32.1  | Certification
 Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
 of the Sarbanes-Oxley Act of 2002                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                    
| | 32.2  | Certification
 Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
 of the Sarbanes-Oxley Act of 2002                                                                                                                                                           

| |                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Exhibit
 numbers 10.3, 10.5, 10.6, 10.7, 10.8, 10.9, 10.16, 10.17, 10.18, 10.19,
 10.20, 10.21, 10.22, 10.24, 10.26, 10.28, and 10.32 are management contracts,
 compensatory plans or compensatory arrangements.

* Incorporated
herein by reference.

**
Confidential treatment has been requested for portions of this exhibit. Omitted
portions have been filed separately with the Securities Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



---



SIGNATURES

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

|                 |  |                                                                        |  |      |                  
|---------------- |  | ---------------------------------------------------------------------- |  | ---- | -----------------
|ZYGO CORPORATION |  |                                                                        | 
|                 |  |                                                                        | 
|Registrant       |  |                                                                        | 
|                 |  |                                                                        |  |      |                  
|By               |  | /s/ Walter A. Shephard                                                 |  | Date | December 23, 2009
|                 |  |                                                                        |  |      |                  
|                 |  | Walter A. Shephard                                                     |  |      |                  
|                 |  | Vice President, Finance, Chief 
      Financial Officer, and Treasurer |  |      |                  

Pursuant to
the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|                             |  |                                               |  |                  
|---------------------------- |  | --------------------------------------------- |  | -----------------
|/s/ J. Bruce
 Robinson       |  | Chief
 Executive Officer (principal           |  | December 23, 2009
|                             |  | executive
 officer) and Director              |  |                  
|J. Bruce
 Robinson           |  |                                               |  |                  
|                             |  |                                               |  |                  
|/s/ Walter
 A. Shephard      |  | Vice
 President, Finance, Chief               |  | December 23, 2009
|                             |  | Financial
 Officer, and Treasurer             |  |                  
|Walter A.
 Shephard          |  | (principal
 financial and accounting officer) |  |                  
|                             |  |                                               |  |                  
|*                            |  | Director                                      |  | December 23, 2009
|                             |  |                                               |  |                  
|Eugene G. Banucci            |  |                                               |  |                  
|                             |  |                                               |  |                  
|*                            |  | Director                                      |  | December 23, 2009
|                             |  |                                               |  |                  
|Stephen D. Fantone           |  |                                               |  |                  
|                             |  |                                               |  |                  
|*                            |  | Director                                      |  | December 23, 2009
|                             |  |                                               |  |                  
|Samuel H. Fuller             |  |                                               |  |                  
|                             |  |                                               |  |                  
|*                            |  | Director                                      |  | December 23, 2009
|                             |  |                                               |  |                  
|Seymour E. Liebman           |  |                                               |  |                  
|                             |  |                                               |  |                  
|*                            |  | Director                                      |  | December 23, 2009
|                             |  |                                               |  |                  
|Robert B. Taylor             |  |                                               |  |                  
|                             |  |                                               |  |                  
|*                            |  | Director                                      |  | December 23, 2009
|                             |  |                                               |  |                  
|Carol P. Wallace             |  |                                               |  |                  
|                             |  |                                               |  |                  
|*                            |  | Director                                      |  | December 23, 2009
|                             |  |                                               |  |                  
|Gary K. Willis               |  |                                               |  |                  
|                             |  |                                               |  |                  
|*                            |  | Director -
 Chairman                          |  | December 23, 2009
|                             |  |                                               |  |                  
|Bruce W. Worster             |  |                                               |  |                  
|                             |  |                                               |  |                  
|* By: /s/ Walter A. Shephard |  |                                               |  |                  
|                             |  |                                               |  |                  
|ATTORNEY-IN-FACT             |  |                                               |  |                  



---



EXHIBIT INDEX

|                       |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                     
|---------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT
 TABLE
 NUMBER |                                                                                                                                                                                                                                                                | 
|                       |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                     
|                       |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                     
|                       | 10.30                                                                                                                                                                                                                                                          |  | Asset
 Transfer Agreement, dated as of June 17, 2009, by and between Zygo
 Corporation and Nanometrics Corporation.**                                               
|                       |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                     
|                       | 10.31                                                                                                                                                                                                                                                          |  | Supply
 Agreement, dated as of June 17, 2009, by and between Zygo Corporation and
 Nanometrics Corporation.**                                                       
|                       |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                     
|                       | 31.1                                                                                                                                                                                                                                                           |  | Certification
 Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|                       |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                     
|                       | 31.2                                                                                                                                                                                                                                                           |  | Certification
 Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|                       |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                     
|                       | 32.1                                                                                                                                                                                                                                                           |  | Certification
 Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the
 Sarbanes-Oxley Act of 2002                                            
|                       |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                     
|                       | 32.2                                                                                                                                                                                                                                                           |  | Certification
 Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the
 Sarbanes-Oxley Act of 2002                                            
|                       |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                     
|                       | ** Confidential treatment has been
       requested for portions of this exhibit. Omitted portions have been filed
       separately with the Securities Exchange Commission pursuant to Rule 24b-2
       of the Securities Exchange Act of 1934, as amended.

---