##### Table of Contents



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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

|     |  |                                                                                                                                                                           
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|[X]  |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2006                                  
|     |  |                                                                                                                                                                           
|OR  
|     |  |                                                                                                                                                                           
|[  ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FROM THE TRANSITION PERIOD FROM                                                TO

COMMISSION FILE NUMBER 1-7521

FRIEDMAN INDUSTRIES, INCORPORATED

(Exact name of registrant as specified in its charter)


|                                                                     |  |                                                   
|-------------------------------------------------------------------- |  | --------------------------------------------------
|TEXAS
(State or other jurisdiction of
incorporation or organization) |  | 74-1504405
(I.R.S. Employer Identification
Number)

4001 HOMESTEAD ROAD, HOUSTON, TEXAS 77028-5585
(Address of principal executive office) (zip code)
Registrants telephone number, including area code (713) 672-9433



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, and (2) has been subject to such filing
requirements for the past 90 days.

| |           |  |  |  |   
| | --------- |  |  |  | --
| | Yes     X |  |  |  | No







| |     |  |  |  |         
| | --- |  |  |  | --------
| | Yes |  |  |  | No     X

At December 31, 2006, the number of shares outstanding of the issuers only
class of stock was 6,712,108 shares of Common Stock.



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TABLE OF CONTENTS



|                                      |                                                                                               |                                                           |  |  |  |  |  | 
|------------------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION       
|                                      | Item 1. Financial Statements                                                                 
|                                      |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                    
|                                      |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF EARNINGSUNAUDITED  
|                                      |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSUNAUDITED
|                                      |                                                                                               | CONDENSED NOTES TO QUARTERLY REPORT  UNAUDITED          
|                                      | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                      | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                      | Item 4. Controls and Procedures                                                              
|PART II  OTHER INFORMATION          
|                                      | Item 1. Legal Proceedings                                                                    
|                                      | Item 1A. Risk Factors                                                                        
|                                      | Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                          
|                                      | Item 3. Defaults Upon Senior Securities                                                      
|                                      | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                      | Item 5. Other Information                                                                    
|                                      | Item 6. Exhibits                                                                             
|SIGNATURES                           
|EXHIBIT INDEX                        
|Certification Pursuant to Section 302
|Certification Pursuant to Section 302
|Certification Pursuant to Section 906
|Certification Pursuant to Section 906



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##### Table of Contents






Part I  FINANCIAL
INFORMATION




Item 1. Financial Statements




FRIEDMAN INDUSTRIES,
INCORPORATEDCONDENSED CONSOLIDATED BALANCE SHEETS

|                                            |                                                                                                                      |                                                                                               |                                            |             |                   |            |                |             |           |            | 
|------------------------------------------- | -------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------ | ----------- | ----------------- | ---------- | -------------- | ----------- | --------- | ---------- | 
|                                            |                                                                                                                      |                                                                                               |                                            |             | DECEMBER 31,
2006 |            | MARCH 31,
2006
|                                            |                                                                                                                      |                                                                                               |                                            |             | Unaudited         |            |               
|ASSETS                                     
|CURRENT ASSETS:                             |                                                                                                                      |                                                                                               |                                            |             |                   |            |                |            
|                                            | Cash and cash equivalents                                                                                            |                                                                                               | $                                          | 27,798      |                   |            | $              | 1,982,526   |          
|                                            | Accounts receivable, net of allowances for bad debts and cash
discounts of $37,276 at December 31 and March 31, 2006 |                                                                                               |                                            | 17,415,099  |                   |            |                | 17,494,313  |          
|                                            | Inventories                                                                                                          |                                                                                               |                                            | 32,135,509  |                   |            |                | 27,956,921  |          
|                                            | Prepaid federal income tax                                                                                           |                                                                                               |                                            | 413,740     |                   |            |                |            |          
|                                            | Other                                                                                                                |                                                                                               |                                            | 291,235     |                   |            |                | 117,243     |          
|                                            |                                                                                                                      |                                                                                               |                                            |             |                   |            |                |            
|                                            |                                                                                                                      |                                                                                               | TOTAL CURRENT ASSETS                       |             |                   | 50,283,381 |                |             |           | 47,551,003 | 
|PROPERTY, PLANT AND EQUIPMENT:              |                                                                                                                      |                                                                                               |                                            |             |                   |            |                |            
|                                            | Land                                                                                                                 |                                                                                               |                                            | 1,082,331   |                   |            |                | 486,653     |          
|                                            | Buildings
and yard improvements                                                                                      |                                                                                               |                                            | 4,924,373   |                   |            |                | 4,088,149   |          
|                                            | Machinery and equipment                                                                                              |                                                                                               |                                            | 23,519,008  |                   |            |                | 20,852,126  |          
|                                            | Less accumulated depreciation                                                                                        |                                                                                               |                                            | (17,722,009 | )                 |            |                | (17,653,265 | )        
|                                            |                                                                                                                      |                                                                                               |                                            |             |                   |            |                |            
|                                            |                                                                                                                      |                                                                                               | 11,803,703                                 |             |                   |            | 7,773,663      |            
|OTHER ASSETS:                               |                                                                                                                      |                                                                                               |                                            |             |                   |            |                |            
|                                            | Cash value of officers life insurance and other assets                                                              |                                                                                               |                                            | 655,405     |                   |            |                | 606,223     |          
|                                            |                                                                                                                      |                                                                                               |                                            |             |                   |            |                |            
|                                            |                                                                                                                      |                                                                                               | TOTAL ASSETS                               |             | $                 | 62,742,489 |                |             | $         | 55,930,889 | 
|                                            |                                                                                                                      |                                                                                               |                                            |             |                   |            |                |            
|LIABILITIES AND STOCKHOLDERS EQUITY       
|CURRENT LIABILITIES:                        |                                                                                                                      |                                                                                               |                                            |             |                   |            |                |            
|                                            | Accounts payable and accrued expenses                                                                                |                                                                                               | $                                          | 19,195,410  |                   |            | $              | 16,713,944  |          
|                                            | Income taxes payable                                                                                                 |                                                                                               |                                            |            |                   |            |                | 143,196     |          
|                                            | Deferred credit for LIFO replacement                                                                                 |                                                                                               |                                            | 53,235      |                   |            |                |            |          
|                                            | Dividends payable                                                                                                    |                                                                                               |                                            | 671,211     |                   |            |                | 533,330     |          
|                                            | Contribution to profit sharing plan                                                                                  |                                                                                               |                                            | 202,500     |                   |            |                | 256,000     |          
|                                            | Employee compensation and related expenses                                                                           |                                                                                               |                                            | 527,612     |                   |            |                | 736,723     |          
|                                            |                                                                                                                      |                                                                                               |                                            |             |                   |            |                |            
|                                            |                                                                                                                      |                                                                                               | TOTAL CURRENT LIABILITIES                  |             |                   | 20,649,968 |                |             |           | 18,383,193 | 
|DEFERRED
INCOME TAXES                       |                                                                                                                      |                                                                                               | 190,391                                    |             |                   |            | 4,618          |            
|POSTRETIREMENT BENEFITS OTHER THAN PENSIONS |                                                                                                                      |                                                                                               | 481,329                                    |             |                   |            | 445,743        |            
|STOCKHOLDERS EQUITY:                       |                                                                                                                      |                                                                                               |                                            |             |                   |            |                |            
|                                            | Common stock, par value $1:                                                                                          |                                                                                               |                                            |             |                   |            |                |             |          
|                                            |                                                                                                                      | Authorized
shares  10,000,000                                                                |                                            |             |                   |            |                |             |           |           
|                                            |                                                                                                                      | Issued
shares  7,887,824 and 7,842,342 at December 31, 2006 and March 31, 2006, respectively |                                            |             | 7,887,824         |            |                |             | 7,842,342 |           
|                                            | Additional paid-in capital                                                                                           |                                                                                               |                                            | 28,887,517  |                   |            |                | 28,663,814  |          
|                                            | Treasury
stock at cost (1,175,716 shares at December 31, 2006 and March 31, 2006)                                    |                                                                                               |                                            | (5,475,964  | )                 |            |                | (5,475,964  | )        
|                                            | Retained
earnings                                                                                                    |                                                                                               |                                            | 10,121,424  |                   |            |                | 6,067,143   |          
|                                            |                                                                                                                      |                                                                                               |                                            |             |                   |            |                |            
|                                            |                                                                                                                      |                                                                                               | TOTAL STOCKHOLDERS EQUITY                 |             |                   | 41,420,801 |                |             |           | 37,097,335 | 
|                                            |                                                                                                                      |                                                                                               |                                            |             |                   |            |                |            
|                                            |                                                                                                                      |                                                                                               | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |             | $                 | 62,742,489 |                |             | $         | 55,930,889 | 
|                                            |                                                                                                                      |                                                                                               |                                            |             |                   |            |                |            

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Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    $
    47,472,953
    
    
    $
    44,527,263
    
    
    $
    151,726,627
    
    
    $
    133,314,893Costs and expensesCosts of goods sold
    
    
    44,209,344
    
    
    
    40,692,809
    
    
    
    140,180,101
    
    
    
    122,627,975General, selling
and administrative
costs
    
    
    1,142,955
    
    
    
    1,288,419
    
    
    
    4,023,638
    
    
    
    3,883,104Gain on sale of assets
    
    
    
    
    
    
    
    
    
    
    (1,312,839
    )
    
    
    45,352,299
    
    
    
    41,981,228
    
    
    
    142,890,900
    
    
    
    126,511,079Interest and other
income
    
    
    (57,334
    )
    
    
    (97,053
    )
    
    
    (181,117
    )
    
    
    (191,960
    )Earnings before
income taxes
    
    
    2,177,988
    
    
    
    2,643,088
    
    
    
    9,016,844
    
    
    
    6,995,774Provision (benefit)
for income taxes:Current
    
    
    735,375
    
    
    
    1,038,901
    
    
    
    3,038,918
    
    
    
    2,714,069Deferred
    
    
    63,464
    
    
    
    (64,500
    )
    
    
    185,773
    
    
    
    (86,856
    )798,839
    
    
    
    974,401
    
    
    
    3,224,691
    
    
    
    2,627,213Net income
    
    $
    1,379,149
    
    
    $
    1,668,687
    
    
    $
    5,792,153
    
    
    $
    4,368,561Average number of
common shares
outstanding:Basic
    
    
    6,696,947
    
    
    
    7,151,014
    
    
    
    6,676,733
    
    
    
    7,143,503Diluted
    
    
    6,765,628
    
    
    
    7,258,567
    
    
    
    6,743,240
    
    
    
    7,261,022Net income per share:Basic
    
    $
    0.21
    
    
    $
    0.23
    
    
    $
    0.87
    
    
    $
    0.61Diluted
    
    $
    0.20
    
    
    $
    0.23
    
    
    $
    0.86
    
    
    $
    0.60Cash dividends
declared per common
share
    
    $
    0.10
    
    
    $
    0.08
    
    
    $
    0.26
    
    
    $
    0.24
 3




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Nine Months EndedDecember 31,2006
    
    
    2005OPERATING ACTIVITIESNet income
    
    $
    5,792,153
    
    
    $
    4,368,561Adjustments to reconcile net income to cash
provided by operating activities:Depreciation
    
    
    761,700
    
    
    
    699,000Provision
(benefit) for deferred taxes
    
    
    185,773
    
    
    
    (86,856
    )Provision for postretirement benefits
    
    
    35,586
    
    
    
    33,978Gain on sale of assets
    
    
    (1,312,839
    )
    
    
    Stock awards
    
    
    
    
    
    
    9,792Excess tax
benefits associated with equity-based compensation
    
    
    (163,212
    )
    
    
    Decrease (increase) in operating assets:Accounts receivable
    
    
    79,214
    
    
    
    2,088,358Inventories
    
    
    (4,178,588
    )
    
    
    5,729,083Deferred debit for LIFO replacement
    
    
    
    
    
    
    (130,748
    )Prepaid federal income taxes
    
    
    (250,528
    )
    
    
    892,104Other
    
    
    (173,992
    )
    
    
    (71,802
    )Increase (decrease) in operating liabilities:Accounts payable and accrued expenses
    
    
    2,481,466
    
    
    
    (902,981
    )Deferred credit for LIFO replacement
    
    
    53,235
    
    
    
    Contribution to profit-sharing plan
    
    
    (53,500
    )
    
    
    (58,000
    )Employee compensation and related expenses
    
    
    (209,111
    )
    
    
    (36,173
    )Federal income taxes
    
    
    (143,196
    )
    
    
    170,222NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES
    
    
    2,904,161
    
    
    
    12,704,538INVESTING ACTIVITIESPurchase of property, plant and equipment
    
    
    (4,867,220
    )
    
    
    (616,350
    )(Increase) decrease in cash value of officers
life insurance and other assets
    
    
    (49,182
    )
    
    
    (27,168
    )Proceeds from sale of asset
    
    
    1,388,318
    
    
    
    NET CASH PROVIDED (USED) IN INVESTING
ACTIVITIES
    
    
    (3,528,084
    )
    
    
    (643,518
    )FINANCING ACTIVITIESCash dividends paid
    
    
    (1,599,990
    )
    
    
    (1,713,667
    )Principal payments on notes payable and
revolving credit facility
    
    
    
    
    
    
    (2,897
    )Options exercised
    
    
    105,973
    
    
    
    90,770Excess tax
benefits associated with equity-based compensation
    
    
    163,212
    
    
    
    NET CASH PROVIDED (USED) IN FINANCING
ACTIVITIES
    
    
    (1,330,805
    )
    
    
    (1,625,794
    )INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (1,954,728
    )
    
    
    10,435,226Cash and cash equivalents at beginning of period
    
    
    1,982,526
    
    
    
    205,375CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    27,798
    
    
    $
    10,640,601
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FRIEDMAN INDUSTRIES, INCORPORATED




CONDENSED NOTES TO QUARTERLY REPORT  UNAUDITED
THREE MONTHS ENDED DECEMBER 31, 2006

NOTE A  BASIS OF PRESENTATION

The accompanying unaudited condensed, consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. For further information,
refer to the financial statements and footnotes included in the Companys annual
report on Form 10-K for the year ended March 31, 2006.

NOTE B  INVENTORIES

Inventories consist
of prime coil, non-standard coil and tubular materials.
Prime coil inventory consists primarily of raw materials,
non-standard coil inventory consists primarily of finished goods and tubular
inventory consists of both raw materials and finished goods. Inventories are
valued at the lower of cost or replacement market. Cost for prime
coil inventory is
determined under the last-in, first-out (LIFO) method. Cost for
non-standard coil inventory is determined using the specific identification method. Cost for tubular
inventory is determined using the weighted average method.

During
the nine months ended December 31, 2006, LIFO inventories were reduced but
are expected to be replaced by March 31, 2007. A deferred credit of
$53,235 was recorded at December 31, 2006 to reflect replacement costs in
excess of LIFO cost.

A summary of inventory values follows:

December 31,
    

March 31,2006
    
    2006Prime
Coil Inventory
    

$
    8,834,609
    
    
    $
    10,525,848Non-Standard
Coil Inventory
    
    
    684,594
    
    
    
    788,266Tubular Raw Material
    
    
    8,923,724
    
    
    
    3,889,206Tubular Finished Goods
    
    
    13,692,582
    
    
    
    12,753,601$
    32,135,509
    
    
    $
    27,956,921


NOTE C  LONG-TERM DEBT


The Company has a $6 million
revolving credit facility which expires April 1, 2008. There
were no amounts outstanding pursuant to the facility at December 31
and March 31, 2006. Subsequent to December 31, 2006, the
Company borrowed $4,500,000 pursuant to this revolving facility to
support cash requirements. Subject to cash requirements,
these borrowings are expected to be repaid by March 31, 2007.

NOTE D  STOCK BASED COMPENSATION

The Company followed
Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees (APB 25), for its
employee stock options through March 31, 2006. Under APB 25, because the exercise price
of the Companys employee stock options was equal to the market price
of the underlying stock on the date of grant, no compensation expense
was recognized.

If the Company had applied the fair value recognition
provisions of Statements of Financial Accounting Standards
No. 123, Accounting for Stock-Based Compensation, to
stock-based employee compensation for each of the periods ended
December 31, 2006 and December 31, 2005, net income and earnings
per common share would be the same as reported income and earnings
per common share as no options were granted or unvested in the nine months ended December 31, 2006 or December 31, 2005.

In December 2004, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standards
No. 123 (revised 2004), Share-Based Payment
(SFAS 123(R)). SFAS 123(R) requires all share-based
payments to employees, including grants of employee stock options,
to be recognized in the income statement based on their fair values.
The Company adopted SFAS 123(R) effective April 1, 2006.
SFAS 123(R) permits adoption using one of two methods, a
modified prospective method (Prospective Method) or a
modified retrospective method (Retrospective Method).
With the Prospective Method, costs are recognized beginning with the
effective date based on the requirements of SFAS 123(R) for
(i) all share-based payments granted after the effective date of
SFAS 123(R), and (ii) all awards granted to employees prior
to the effective date of SFAS 123(R) that remain unvested on the
effective date. The Retrospective Method applies the

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2006
    
    
    2005Weighted
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    ExerciseShares
    
    Price
    
    Shares
    
    PriceOutstanding
at beginning of period
    
    
    137,212
    
    
    $
    2.35
    
    
    
    224,718
    
    
    $
    2.62Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (45,482
    )
    
    $
    2.33
    
    
    
    (29,000
    )
    
    $
    3,13Canceled or expired
    
    
    (2,894
    )
    
    $
    3.13
    
    
    
    (10,979
    )
    
    $
    2.40Outstanding at end of period
    
    
    88,836
    
    
    $
    2.33
    
    
    
    184,739
    
    
    $
    2.55Exercisable
at the end of the period
    
    
    88,836
    
    
    $
    2.33
    
    
    
    184,739
    
    
    $
    2.55Weighted average fair value of options
granted during the period
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A




Outstanding
    
    
    ExercisableWeighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageRange of
    
    Remaining
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseExercise Price
    

Years
    
    
    Shares
    
    
    Price
    
    
    Shares
    
    
    Price$2.33
    
    
    6.2
    
    
    
    88,836
    
    
    $
    2.33
    
    
    
    88,836
    
    
    $
    2.33


The aggregate intrinsic value of
exercisable and outstanding options at December 31, 2006 was
$867,928.

NOTE E  NEW ACCOUNTING PRONOUNCEMENTS

Inventory
Costs, an Amendment of ARB No. 43, Chapter 4,






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Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net SalesCoil
    
    $
    21,084
    
    
    $
    23,740
    
    
    $
    75,775
    
    
    $
    68,339Tubular
    
    
    26,389
    
    
    
    20,787
    
    
    
    75,952
    
    
    
    64,976Total net sales
    
    $
    47,473
    
    
    $
    44,527
    
    
    $
    151,727
    
    
    $
    133,315Operating profitCoil
    
    $
    1,071
    
    
    $
    919
    
    
    $
    3,128
    
    
    $
    3,306Tubular
    
    
    1,495
    
    
    
    2,239
    
    
    
    6,483
    
    
    
    5,623Total operating
profit
    
    
    2,566
    
    
    
    3,158
    
    
    
    9,611
    
    
    
    8,929General corporate
expenses
    
    
    445
    
    
    
    612
    
    
    
    2,088
    
    
    
    2,125Gain on sale of assets
    
    
    
    
    
    
    
    
    
    
    (1,313
    )
    
    
    Interest & other
income
    
    
    (57
    )
    
    
    (97
    )
    
    
    (181
    )
    
    
    (192
    )Total earnings
before taxes
    
    $
    2,178
    
    
    $
    2,643
    
    
    $
    9,017
    
    
    $
    6,996
 December 31,
    
    
    March 31,2006
    
    

2006Segment assetsCoil
    
    $
    22,797
    
    
    $
    24,528Tubular
    
    
    38,769
    
    
    
    28,68461,566
    
    
    
    53,212Corporate assets
    
    
    1,176
    
    
    
    2,719Total assets
    
    $
    62,742
    
    
    $
    55,931
      7




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##### Table of Contents



Item 2.
Managements Discussion and Analysis of Financial Condition and
Results of Operations
 Results of
Operations
 Nine
Months Ended December 31, 2006 Compared to Nine Months Ended
December 31, 2005
         Three
Months Ended December 31, 2006 Compared to Three Months Ended
December 31, 2005
       8




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##### Table of Contents



FINANCIAL POSITION, LIQUIDITY AND
CAPITAL RESOURCES
















CRITICAL ACCOUNTING POLICIES




FORWARD-LOOKING STATEMENTS







Item 3. Quantitative and Qualitative Disclosures About Market Risk







Item 4. Controls and Procedures










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##### Table of Contents



FRIEDMAN INDUSTRIES, INCORPORATED
Three Months Ended December 31, 2006
 
 
 Part
II  OTHER INFORMATION
 
 
 Item 1. Legal Proceedings
  
 
 Item 1A.
Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   
 
 Item 3. Defaults Upon Senior Securities
   
 
 Item 4. Submission of Matters to a Vote of Security Holders
  
 
 Item 5. Other Information
  
 
 Item 6. Exhibits
      10




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##### Table of Contents



SIGNATURES
  Date February 14, 2007
    FRIEDMAN INDUSTRIES, INCORPORATEDBy
    /s/ BEN HARPERBen Harper. Senior Vice
President-Finance
(Principal Financial and Accounting Officer) 11




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No
    
    DescriptionExhibit 31.1
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, signed by William E. CrowExhibit 31.2
    
    Certification Pursuant to
Section 302 of the Sarbanes-Oxley
Act of 2002, signed by Ben HarperExhibit 32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002,
signed by William E. CrowExhibit 32.2
    
    Certification Pursuant to 18
U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of The Sarbanes- Oxley Act of 2002, signed by Ben Harper