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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)

|    |                                                                                        
|--- | ---------------------------------------------------------------------------------------
|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|    |                                                                                        
|    | For the quarterly period ended September 30, 2003                                      

OR

|      |                                                                                         
|----- | ----------------------------------------------------------------------------------------
|[   ] | 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 0-28194

DIGENE CORPORATION




(Exact name of registrant as specified in its charter)


|                                |  |                                     
|------------------------------- |  | ------------------------------------
|Delaware                        |  | 52-1536128                          
|                                |  |                                     
|(State or other jurisdiction of |  | (I.R.S. Employer Identification No.)
|incorporation or organization)  |  |                                     

|                                         |  |           
|---------------------------------------- |  | ----------
|1201 Clopper Road                        |  |           
|Gaithersburg, Maryland                   |  | 20878     
|                                         |  |           
|(Address of principal executive offices) |  | (Zip Code)

Registrants telephone number,
including area code (301) 944-7000

(Former name, former address and former fiscal year, if changed since last
report)

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 [X] No [   ]

Indicate by check mark whether Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No [   ]

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date.

|                                        |  |                         
|--------------------------------------- |  | ------------------------
|                                        |  | Shares outstanding as of
|Class                                   |  | November 4, 2003        
|                                        |  |                         
|Common Stock, par value $.01 per share) |  | 18,729,364              



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DIGENE CORPORATION

INDEX TO FORM 10-Q

|                                                                                              |                                                                                      |  |    |      |  | 
|--------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------ |  | -- | ---- |  | 
|                                                                                              |                                                                                      |  |    | Page
|                                                                                              |                                                                                      |  |    |     
|Part I. Consolidated Financial Information:                                                   |                                                                                      |  |    |     
|Item 1. Consolidated Financial Statements                                                     |                                                                                      |  |    |     
|                                                                                              | Consolidated Balance Sheets-September 30, 2003 and June 30, 2003                     |  |    | 3    | 
|                                                                                              | Consolidated Statements of Operations-Three months ended September 30, 2003 and 2002 |  |    | 4    | 
|                                                                                              | Consolidated Statements of Cash Flows-Three months ended September 30, 2003 and 2002 |  |    | 5    | 
|                                                                                              | Notes to Consolidated Financial Statements                                           |  |    | 6    | 
|Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations |                                                                                      |  | 9  |     
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                            |                                                                                      |  | 15 |     
|Item 4. Controls and Procedures                                                               |                                                                                      |  | 15 |     
|Part II. Other Information:                                                                   |                                                                                      |  |    |     
|Item 1. Legal Proceedings                                                                     |                                                                                      |  | 16 |     
|Item 4. Submission of Matters to a Vote of Security Holders                                   |                                                                                      |  | 17 |     
|Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                      |  | 18 |     
|Signatures                                                                                    |                                                                                      |  | 19 |     
|Exhibit Index                                                                                 |                                                                                      |  | 20 |     

2



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PART I. Consolidated Financial Information

Item 1. Consolidated Financial Statements

DIGENE CORPORATION
CONSOLIDATED BALANCE SHEETS

|                                           |                                                                                                                                                                            |                                      |            |             |               |   |            |             |   |  | 
|------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ---------- | ----------- | ------------- | - | ---------- | ----------- | - |  | 
|                                           |                                                                                                                                                                            |                                      |            |             | September 30, |   | June 30,  
|                                           |                                                                                                                                                                            |                                      |            |             | 2003          |   | 2003      
|                                           |                                                                                                                                                                            |                                      |            |             |               |   |           
|                                           |                                                                                                                                                                            |                                      |            |             | (Unaudited)   |   |            |             |  
|                                           |                                                                                                                                                                            |                                      | ASSETS     |             |               |   |            |             |   |  | 
|Current assets:                            |                                                                                                                                                                            |                                      |            |             |               |   |            |            
|                                           | Cash and cash equivalents                                                                                                                                                  |                                      | $          | 16,185,396  |               |   | $          | 7,883,129   |  
|                                           | Short-term investments                                                                                                                                                     |                                      |            | 21,609,304  |               |   |            | 26,408,994  |  
|                                           | Accounts receivable, less allowance of approximately $460,000 and
$432,000
at September 30, 2003 and June 30, 2003, respectively                                           |                                      |            | 12,283,096  |               |   |            | 10,344,597  |  
|                                           | Inventories                                                                                                                                                                |                                      |            | 7,225,766   |               |   |            | 7,073,920   |  
|                                           | Prepaid expenses and other current assets                                                                                                                                  |                                      |            | 1,949,424   |               |   |            | 2,189,225   |  
|                                           |                                                                                                                                                                            |                                      |            |             |               |   |            |            
|Total current assets                       |                                                                                                                                                                            |                                      | 59,252,986 |             |               |   | 53,899,865 |            
|                                          
|Property and equipment, net                |                                                                                                                                                                            |                                      | 7,391,280  |             |               |   | 7,515,104  |            
|Intangible assets, net                     |                                                                                                                                                                            |                                      | 900,515    |             |               |   | 900,515    |            
|Deposits and other assets                  |                                                                                                                                                                            |                                      | 1,073,606  |             |               |   | 1,059,666  |            
|                                           |                                                                                                                                                                            |                                      |            |             |               |   |            |            
|Total assets                               |                                                                                                                                                                            | $                                    | 68,618,387 |             |               | $ | 63,375,150 |            
|                                           |                                                                                                                                                                            |                                      |            |             |               |   |            |            
|                                           |                                                                                                                                                                            | LIABILITIES AND STOCKHOLDERS EQUITY |            |             |               |   |            |             |   | 
|Current liabilities:                       |                                                                                                                                                                            |                                      |            |             |               |   |            |            
|                                           | Accounts payable                                                                                                                                                           |                                      | $          | 6,197,057   |               |   | $          | 7,489,700   |  
|                                           | Accrued expenses                                                                                                                                                           |                                      |            | 3,420,819   |               |   |            | 3,467,629   |  
|                                           | Accrued payroll                                                                                                                                                            |                                      |            | 4,097,563   |               |   |            | 4,182,327   |  
|                                           | Current portion of long-term debt                                                                                                                                          |                                      |            | 2,658,102   |               |   |            | 2,640,363   |  
|                                           |                                                                                                                                                                            |                                      |            |             |               |   |            |            
|Total current liabilities                  |                                                                                                                                                                            |                                      | 16,373,541 |             |               |   | 17,780,019 |            
|                                          
|Deferred rent                              |                                                                                                                                                                            |                                      | 450,716    |             |               |   | 434,908    |            
|Long-term debt, less current portion       |                                                                                                                                                                            |                                      | 1,787,904  |             |               |   | 2,154,244  |            
|                                          
|Stockholders equity:                      |                                                                                                                                                                            |                                      |            |             |               |   |            |            
|                                           | Preferred stock, $0.10 par value, 1,000,000 shares authorized, no shares
issued and outstanding                                                                            |                                      |            |             |               |   |            |             |  
|                                           | Common stock, $0.01 par value, 50,000,000 shares authorized, 18,711,412
and 18,325,208 shares issued and outstanding at September 30, 2003
and June 30, 2003, respectively |                                      |            | 187,114     |               |   |            | 183,252     |  
|                                           | Additional paid-in capital                                                                                                                                                 |                                      |            | 124,938,677 |               |   |            | 118,535,272 |  
|                                           | Deferred stock compensation                                                                                                                                                |                                      |            | (509,066    | )             |   |            | (380,633    | )
|                                           | Accumulated other comprehensive income                                                                                                                                     |                                      |            | 422,426     |               |   |            | 356,415     |  
|                                           | Accumulated deficit                                                                                                                                                        |                                      |            | (75,032,925 | )             |   |            | (75,688,327 | )
|                                           |                                                                                                                                                                            |                                      |            |             |               |   |            |            
|Total stockholders equity                 |                                                                                                                                                                            |                                      | 50,006,226 |             |               |   | 43,005,979 |            
|                                           |                                                                                                                                                                            |                                      |            |             |               |   |            |            
|Total liabilities and stockholders equity |                                                                                                                                                                            | $                                    | 68,618,387 |             |               | $ | 63,375,150 |            
|                                           |                                                                                                                                                                            |                                      |            |             |               |   |            |            

See accompanying notes.

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DIGENE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS

|                                    |                            |   |                    |            |      |   |            |            |  
|----------------------------------- | -------------------------- | - | ------------------ | ---------- | ---- | - | ---------- | ---------- | -
|                                    |                            |   | Three Months Ended
|                                    |                            |   | September 30,     
|                                    |                            |   |                   
|                                    |                            |   | 2003               |            | 2002
|                                    |                            |   |                    |            |     
|                                    |                            |   | (Unaudited)       
|Revenues:                           |                            |   |                    |            |      |   |            |           
|                                    | Product sales              |   | $                  | 19,492,042 |      |   | $          | 12,396,804 |  
|                                    | Other                      |   |                    | 125,789    |      |   |            | 219,683    |  
|                                    |                            |   |                    |            |      |   |            |            |  
|Total revenues                      |                            |   | 19,617,831         |            |      |   | 12,616,487 |           
|                                   
|Costs and expenses:                 |                            |   |                    |            |      |   |            |           
|                                    | Cost of product sales      |   |                    | 3,385,930  |      |   |            | 3,175,339  |  
|                                    | Research and development   |   |                    | 2,854,586  |      |   |            | 2,040,391  |  
|                                    | Selling and marketing      |   |                    | 8,412,508  |      |   |            | 6,035,793  |  
|                                    | General and administrative |   |                    | 4,168,712  |      |   |            | 4,084,986  |  
|                                    |                            |   |                    |            |      |   |            |            |  
|Income (loss) from operations       |                            |   | 796,095            |            |      |   | (2,720,022 | )         
|                                   
|Other income (expense):             |                            |   |                    |            |      |   |            |           
|                                    | Interest income            |   |                    | 89,823     |      |   |            | 179,377    |  
|                                    | Interest expense           |   |                    | (60,521    | )    |   |            | (66,976    | )
|                                    | Other income (expense)     |   |                    | (17,812    | )    |   |            | 55,733     |  
|                                    |                            |   |                    |            |      |   |            |            |  
|Income (loss) before income taxes   |                            |   | 807,585            |            |      |   | (2,551,888 | )         
|Provision for income taxes          |                            |   | 152,183            |            |      |   | 72,154     |           
|                                    |                            |   |                    |            |      |   |            |            |  
|Net income (loss)                   |                            | $ | 655,402            |            |      | $ | (2,624,042 | )         
|                                    |                            |   |                    |            |      |   |            |            |  
|Basic net income (loss) per share   |                            | $ | 0.04               |            |      | $ | (0.14      | )         
|                                    |                            |   |                    |            |      |   |            |            |  
|Diluted net income (loss) per share |                            | $ | 0.03               |            |      | $ | (0.14      | )         
|                                    |                            |   |                    |            |      |   |            |            |  
|Weighted average shares outstanding |                            |   |                    |            |      |   |            |           
|                                    | Basic                      |   |                    | 18,448,249 |      |   |            | 18,115,585 |  
|                                    |                            |   |                    |            |      |   |            |            |  
|                                    | Diluted                    |   |                    | 20,262,654 |      |   |            | 18,115,585 |  
|                                    |                            |   |                    |            |      |   |            |            |  

See accompanying notes.

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DIGENE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                     |                                                                                 |                                                         |                                           |            |                    |            |            |            |         |            |  
|---------------------------------------------------- | ------------------------------------------------------------------------------- | ------------------------------------------------------- | ----------------------------------------- | ---------- | ------------------ | ---------- | ---------- | ---------- | ------- | ---------- | -
|                                                     |                                                                                 |                                                         |                                           |            | Three Months Ended
|                                                     |                                                                                 |                                                         |                                           |            | September 30,     
|                                                     |                                                                                 |                                                         |                                           |            |                   
|                                                     |                                                                                 |                                                         |                                           |            | 2003               |            | 2002      
|                                                     |                                                                                 |                                                         |                                           |            |                    |            |           
|                                                     |                                                                                 |                                                         |                                           |            | (Unaudited)       
|Operating activities                                 |                                                                                 |                                                         |                                           |            |                    |            |            |           
|                                                     | Net income (loss)                                                               |                                                         | $                                         | 655,402    |                    |            | $          | (2,624,042 | )      
|                                                     | Adjustments to reconcile net income (loss) to net cash in
operating activities: |                                                         |                                           |            |                    |            |            |            |        
|                                                     |                                                                                 | Depreciation and amortization of property and
equipment |                                           |            | 858,570            |            |            |            | 818,543 |           
|                                                     |                                                                                 | Compensation expense related to stock options           |                                           |            | 225,067            |            |            |            | 8,034   |           
|                                                     |                                                                                 | Changes in operating assets and liabilities:            |                                           |            |                    |            |            |            |         |           
|                                                     |                                                                                 |                                                         | Accounts receivable                       |            |                    | (1,938,499 | )          |            |         | 1,431,455  |  
|                                                     |                                                                                 |                                                         | Inventories                               |            |                    | (151,846   | )          |            |         | 247,176    |  
|                                                     |                                                                                 |                                                         | Prepaid expenses and other current assets |            |                    | 239,801    |            |            |         | 121,325    |  
|                                                     |                                                                                 |                                                         | Deposits and other assets                 |            |                    | (13,940    | )          |            |         | 12,949     |  
|                                                     |                                                                                 |                                                         | Accounts payable                          |            |                    | (1,292,643 | )          |            |         | (3,219,742 | )
|                                                     |                                                                                 |                                                         | Accrued expenses                          |            |                    | (46,810    | )          |            |         | (1,996,933 | )
|                                                     |                                                                                 |                                                         | Accrued payroll                           |            |                    | (84,764    | )          |            |         | 63,397     |  
|                                                     |                                                                                 |                                                         | Deferred revenues                         |            |                    |           |            |            |         | (143,772   | )
|                                                     |                                                                                 |                                                         | Deferred rent                             |            |                    | 15,808     |            |            |         | 25,108     |  
|                                                     |                                                                                 |                                                         |                                           |            |                    |            |            |            |        
|Net cash (used in) operating activities              |                                                                                 |                                                         | (1,533,854                                | )          |                    |            | (5,256,502 | )         
|                                                    
|Investing activities                                 |                                                                                 |                                                         |                                           |            |                    |            |            |           
|                                                     | Purchases of short-term investments                                             |                                                         |                                           | (8,429,743 | )                  |            |            | (1,022,450 | )      
|                                                     | Sales of short-term investments                                                 |                                                         |                                           | 13,229,433 |                    |            |            | 4,329,554  |        
|                                                     | Capital expenditures                                                            |                                                         |                                           | (734,746   | )                  |            |            | (418,253   | )      
|                                                     |                                                                                 |                                                         |                                           |            |                    |            |            |            |        
|Net cash provided by investing activities            |                                                                                 |                                                         | 4,064,944                                 |            |                    |            | 2,888,851  |           
|                                                    
|Financing activities                                 |                                                                                 |                                                         |                                           |            |                    |            |            |           
|                                                     | Exercise of Common Stock options                                                |                                                         |                                           | 6,053,767  |                    |            |            |           |        
|                                                     | Principal payments of long-term debt                                            |                                                         |                                           | (348,601   | )                  |            |            | (370,425   | )      
|                                                     |                                                                                 |                                                         |                                           |            |                    |            |            |            |        
|Net cash provided by (used in) financing activities  |                                                                                 |                                                         | 5,705,166                                 |            |                    |            | (370,425   | )         
|                                                    
|Effect of currency translations                      |                                                                                 |                                                         | 66,011                                    |            |                    |            |           |           
|Net increase (decrease) in cash and cash equivalents |                                                                                 |                                                         | 8,302,267                                 |            |                    |            | (2,738,076 | )         
|Cash and cash equivalents at beginning of period     |                                                                                 |                                                         | 7,883,129                                 |            |                    |            | 9,453,125  |           
|                                                     |                                                                                 |                                                         |                                           |            |                    |            |            |            |        
|Cash and cash equivalents at end of period           |                                                                                 | $                                                       | 16,185,396                                |            |                    | $          | 6,715,049  |           
|                                                     |                                                                                 |                                                         |                                           |            |                    |            |            |            |        

See accompanying notes.

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DIGENE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The consolidated financial statements of Digene Corporation (the Company or
Digene) for the three-month periods ended September 30, 2003 and 2002 are
unaudited and include all adjustments which, in the opinion of management, are
necessary to present fairly the results of operations for the periods then
ended. All such adjustments are of a normal recurring nature. These
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in our Annual
Report on Form 10-K for the year ended June 30, 2003 filed with the Securities
and Exchange Commission.

The results of operations for any interim period are not necessarily indicative
of the results of operations for any other interim period or for a full fiscal
year.

2. Inventories

Inventories are stated at the lower of cost or market.

Inventories consist of the following:

|                |  |               |            |          |  |   |            |  
|--------------- |  | ------------- | ---------- | -------- |  | - | ---------- | -
|                |  | September 30, |            | June 30,
|                |  | 2003          |            | 2003    
|                |  |               |            |         
|                |  | (unaudited)   |            |          |  |  
|Finished goods  |  | $             | 4,718,364  |          |  | $ | 5,132,328  |  
|Work in process |  |               | 3,374,510  |          |  |   | 2,897,539  |  
|Raw materials   |  |               | 1,515,778  |          |  |   | 1,461,347  |  
|                |  |               |            |          |  |   |            |  
|                |  |               | 9,608,652  |          |  |   | 9,491,214  |  
|Reserve         |  |               | (2,382,886 | )        |  |   | (2,417,294 | )
|                |  |               |            |          |  |   |            |  
|                |  | $             | 7,225,766  |          |  | $ | 7,073,920  |  
|                |  |               |            |          |  |   |            |  

3. Stock-Based Compensation

The Company recognizes expense for stock-based compensation arrangements in
accordance with the provisions of Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, and related Interpretations.
Accordingly, compensation cost is recognized for the excess of the estimated
fair value of the stock at the grant date over the exercise price, if any. The
Company accounts for equity instruments issued to non-employees in accordance
with EITF 96-18, Accounting for Equity Instruments that are Issued to Other
Than Employees for Acquiring, or in Conjunction with Selling, Goods, or
Services.

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In accordance with Statement of Financial Accounting Standards No. 148,
Accounting for Stock-Based CompensationTransition and Disclosure, the effect
on net income (loss) and net income (loss) per share if the Company had applied
the fair value recognition provisions of Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation, to stock-based
employee compensation is as follows:

|                                                                                                |                       |   |                                  |       |      |   |            |       |  
|----------------------------------------------------------------------------------------------- | --------------------- | - | -------------------------------- | ----- | ---- | - | ---------- | ----- | -
|                                                                                                |                       |   | Three Months Ended September 30,
|                                                                                                |                       |   | 2003                             |       | 2002
|                                                                                                |                       |   |                                  |       |     
|Net income (loss), as reported                                                                  |                       | $ | 655,402                          |       |      | $ | (2,624,042 | )    
|Add: Stock-based non-employee
compensation included in reported net income (loss)               |                       |   | 225,067                          |       |      |   | 8,034      |      
|Deduct Stock-based employee compensation
expense if SFAS No. 123 had been applied
to all grants |                       |   | (3,626,533                       | )     |      |   | (4,005,233 | )    
|                                                                                                |                       |   |                                  |       |      |   |            |      
|Pro forma net loss                                                                              |                       | $ | (2,746,064                       | )     |      | $ | (6,621,241 | )    
|                                                                                                |                       |   |                                  |       |      |   |            |      
|Net income (loss) per share:                                                                    |                       |   |                                  |       |      |   |            |      
|                                                                                                | Basic  as reported   |   | $                                | 0.04  |      |   | $          | (0.14 | )
|                                                                                                | Basic  pro forma     |   | $                                | (0.15 | )    |   | $          | (0.37 | )
|                                                                                                | Diluted  as reported |   | $                                | 0.03  |      |   | $          | (0.14 | )
|                                                                                                | Diluted  pro forma   |   | $                                | (0.15 | )    |   | $          | (0.37 | )

These pro forma amounts are not necessarily indicative of future effects of
applying the fair value-based method due to, among other things, the vesting
period of the stock options and the fair value of the additional stock options
issued in future years.

7



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4. Comprehensive Income

Comprehensive income for the three months ended September 30, 2003 and 2002 was
as follows:

|                               |                              |   |                                  |         |      |   |            |   | 
|------------------------------ | ---------------------------- | - | -------------------------------- | ------- | ---- | - | ---------- | - | 
|                               |                              |   | Three Months Ended September 30,
|                               |                              |   | 2003                             |         | 2002
|                               |                              |   |                                  |         |     
|Net income (loss), as reported |                              | $ | 655,402                          |         |      | $ | (2,624,042 | )
|Other comprehensive income:    |                              |   |                                  |         |      |   |            |  
|                               | Foreign currency translation |   |                                  | 422,426 |      |   |            |  | 
|                               |                              |   |                                  |         |      |   |            |  
|Comprehensive income (loss)    |                              | $ | 1,077,828                        |         |      | $ | (2,624,042 | )
|                               |                              |   |                                  |         |      |   |            |  

5. Warranties

The Company offers its customers extended warranties on its equipment. The
revenues from these extended warranties are deferred and are recognized evenly
over the life of the extended
warranty. Changes in the Companys deferred extended warranty revenue during
the period are as follows:

|                                                                                          |  |   |        |  
|----------------------------------------------------------------------------------------- |  | - | ------ | -
|Balance, June 30, 2003                                                                    |  | $ | 58,020 |  
|Warranties issued during the period                                                       |  |   | 13,632 |  
|Settlements made during the period                                                        |  |   |       |  
|Changes in liability for pre-existing warranties during the
period, including expirations |  |   | (6,578 | )
|                                                                                          |  |   |        |  
|Balance, September 30, 2003                                                               |  | $ | 65,074 |  
|                                                                                          |  |   |        |  

8



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Item 2. Managements Discussion and Analysis of Financial Condition and Results
of Operations

Forward-Looking Statements

The following discussion of our financial condition and results of operations
should be read in conjunction with our Consolidated Financial Statements and
the related Notes thereto included elsewhere in this report and in our Annual
Report on Form 10-K for the year ended June 30, 2003. Some of the information
that follows are not statements of historical fact, but merely reflect our
intent, belief or expectations regarding the anticipated effect of events,
circumstances and trends. Such statements should be considered as
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. We believe that our expectations are based on
reasonable assumptions within the bounds of our knowledge of our business and
operations. Factors that might cause or contribute to differences between our
expectations and actual results include: uncertainty of market acceptance of
our products by the worldwide medical community; our ability to scale up our
manufacturing to the extent product sales increase; dependence on third-party
reimbursement from government entities, managed care organizations, and private
insurance plans; risk that other companies may develop and market HPV tests
competitive with our own; uncertainty regarding patents and propriety rights in
connection with our products and products in development; uncertainty as to
ongoing litigation; our limited sales and marketing experience; the extent of
future expenditures for sales and marketing programs; uncertainty of clinical
trial results for our products in development; delay in or failure to obtain
regulatory approvals for our products in development; uncertainty of future
profitability and cash generation from operations; our ability, if necessary,
to obtain requisite additional financing to fund our operations beyond fiscal
year 2004; risks inherent in international transactions, including those
relating to our expansion in Europe and elsewhere; and other factors as set
forth under the caption Additional Considerations in our Annual Report on
Form 10-K for the year ended June 30, 2003.

Overview

Since our incorporation in 1987, we have devoted substantially all of our
resources to developing, manufacturing and marketing our proprietary gene-based
testing systems using our patented Hybrid Capture® technology for the
screening, monitoring and diagnosis of human diseases. Since our inception, we
have incurred substantial operating losses, resulting principally from expenses
associated with our research and development programs, including preclinical
studies, clinical trials and regulatory submissions for our products, the
expansion of our manufacturing facilities and our global sales and marketing
activities.

Our revenues to a significant extent have been derived from the sales of our
HPV Tests, which, for fiscal year 2003, accounted for 81% of total revenues
and, for the three months ended September 30, 2003, accounted for 84% of total
revenues. We expect that the growing acceptance of our HPV tests in both the
United States and abroad will continue to drive the growth in revenues from our
HPV Tests and testing services in the future.

9



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In fiscal 2003, our gross margins improved substantially over the prior fiscal
year. In the current fiscal year, we believe that we will be able to sustain
gross margins consistent with, or better than, fiscal 2003 as we continue to
scale up our manufacturing operations and realize expanded margins as a result
of our direct distribution efforts in Europe.

We believe that increasing our investment in sales and marketing and focusing
our investment in research and development is essential to allow us to
capitalize more fully on the potential of our HPV Test and our core technology.
We expect to invest heavily in our European distribution operation during
fiscal 2004 and beyond while also expanding our direct sales organization in
the United States. We expect to moderately increase our expenditures in the
development of our next-generation Hybrid Capture platforms and clinical trial
activities for human papillomavirus screening in fiscal 2004 as compared to
fiscal 2003.

Our sales and marketing expenditures have been and will continue to be focused
on accelerating the adoption of human papillomavirus testing worldwide. We
intend to capitalize on the growing acceptance of our HPV Tests in the United
States and internationally by physicians, laboratories and health insurance
providers by materially increasing expenditures on sales and marketing over the
next several quarters. The increase in expenditures will be primarily directed
at expanded direct sales and marketing efforts in Europe and the United States.

We expect our general and administrative expenses will increase to provide
adequate infrastructure to support greater sales and marketing activities and
more focused research and development activities, to pay the anticipated
expenses associated with our ongoing litigation matters and to support the
overall growth of our business.

We anticipate that the increase in our gross margins will more than offset
these increases in expenditures, and we expect the operating profits which we
experienced for the first time at the end of fiscal 2003 to continue through
fiscal 2004. There can be no assurance that we will meet this goal.

Results of Operations

Product sales increased 57% to approximately $19,492,000 for the three-month
period ended September 30, 2003 from approximately $12,397,000 for the
corresponding period in 2002. The increase was due primarily to a 66% growth
in sales of our HPV Tests and testing services over such sales in the
corresponding period in 2002. The majority of the growth in HPV products sales
was in the United States (61% over such sales in the corresponding period in
2002).

Other revenues include research and development contract revenues, equipment
rental revenues and licensing revenues. Other revenues decreased 43% to
approximately $126,000 for the three-month period ended September 30, 2003 from
approximately $220,000 for the corresponding period in 2002. The decrease was
due primarily to the partial recognition of equipment sales in Europe during
the three-months ended September 30, 2002, which were initially deferred in the
fourth quarter of fiscal 2002, related to the Companys distribution contract
with Roche Molecular Systems, Inc. (Roche). In fiscal 2003 the Company
entered into an agreement and repurchased equipment from Roche.

10



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Cost of product sales increased by 7% to approximately $3,386,000 for the
three-month period ended September 30, 2003 from approximately $3,175,000 for
the corresponding period in 2002. Gross margin product sales increased to 83%
for the three-month period ended September 30, 2003 from 74% for the
corresponding period in 2002. The increase in gross margin percentage was due
primarily to increased sales of our test products, particularly HPV Tests,
principally in the United States. In addition, European margins increased due
to substantially lower sales of equipment, which have lower margins than our
test products, and pricing increases arising from our ability to sell directly
to lab customers as a result of our change to a primarily direct sales approach
in the region. The cost of product sales for the three-months ended September
30, 2002 included a charge of approximately $375,000 for damaged products taken
as a result of a refrigeration equipment failure, which represented the loss in
excess of the expected insurance claims.

Research and development expenses increased 40% to approximately $2,855,000 for
the three-month period ended September 30, 2003 from approximately $2,040,000
for the corresponding period in 2002. The majority of the increase was due to
a 305% increase in professional services expenses to $754,000, primarily
related to costs incurred in preparation for compliance with the European Union
In Vitro Diagnostic Directive (or IVDD) regulations and costs related to
clinical trials. Our research and development activities focus on our platform
technology, including different or modified uses of such technology, and
improvements to our diagnostic test and equipment products. Because our
research and development expenditures tend to benefit multiple product
offerings, we do not account for research and development expenses on a
per-product or per-disease target basis.

During the three-month period ended September 30, 2003, we focused our research
and development activities in four areas: completing regulatory activities to
add new claims and indications to existing products in the U.S. and abroad,
support and improvement of existing product lines, new product development, and
core research efforts for next-generation technologies.

The clinical validation of the procedural modification to our Hybrid Capture 2
assay, designed to improve test robustness, has concluded and was submitted to
the U.S. Food and Drug Administration (FDA) in September 2003. The
development and validation of our Rapid CaptureTM System for automated
processing of Hybrid Capture HPV Tests has also concluded with the completion
of a multi-center clinical trial and submission of a Pre-Market Approval Supplement in November 2003. Both claims will expand
existing indications on our HPV Tests once approved by the FDA. Clinical trials to validate the use
of chlamydia (CT)/gonorrhea (GC) testing from Cytyc Corporations ThinPrep®
specimens have also been completed.

We have completed the development of a software improvement for our Rapid
Capture System to permit the simultaneous testing of multiple DNA-probes and to
improve the related laboratory processes and procedures. We have also
completed the development of instrumentation and protocols to allow for
increased processing and throughput of specimens for HPV testing.

11



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Our ongoing product development efforts to discover innovative methods to
improve specimen processing procedures and throughput, including procedures for
the improved processing of
PreservCytTM (Cytyc Corporation) specimens for high throughput HPV, CT, and GC
testing are ongoing. We are continuing development efforts to expand HPV
Testing capabilities to testing from additional liquid cytology media,
including our Universal Collection Medium (UCMTM) and SurePathTM (TriPath
Imaging) medium. Our UCM development efforts are ongoing; UCM is expected to
allow simultaneous testing for HPV, CT/GC and of other genetic and cellular
material from a single patient sample.

We are continuing and expanding several research programs with the goal of
developing improved molecular diagnostic assay systems for the detection of HPV
and other targets of interest in the area of womens cancers and infectious
diseases, and research is continuing on our next generation of Hybrid Capture
technology.

Selling and marketing expenses increased 39% to approximately $8,413,000 for
the three-month period ended September 30, 2003 from approximately $6,036,000
for the corresponding period in 2002. The increase was due primarily to
personnel costs, which increased 38% to approximately $2,694,000; various
marketing programs, which increased 7% to approximately $1,600,000; agency
fees, which increased 89% to approximately $1,075,000; professional fees, which
increased 193% to approximately $732,000 and includes approximately $225,000 of
stock compensation expense; and conferences, which increased from approximately
$4,000 to approximately $276,000. The increase in agency fees relates to our
agreement with PDI, Inc. which has recruited a Digene-specific physician
detailing sales organization dedicated to educating physicians about the
benefits of the DNAwithPapTM Test in the U.S.

General and administrative expenses increased 2% to approximately $4,169,000
for the three-month period ended September 30, 2003 from approximately
$4,085,000 for the corresponding period in 2002. The increase was primarily
attributed to personnel costs, which increased 63% to approximately $2,124,000.
This increase was largely offset by a 31% decrease in professional fees, which
decreased to $1,565,000 versus $2,262,000 for the same period in 2002,
principally attributable to decreased legal fees associated with our litigation
with Ventana Medical Systems, Inc. and with Enzo Biochem, Inc. and its
subsidiary, Enzo Diagnostics, Inc.

Interest income decreased 50% to approximately $90,000 for the three-month
period ended September 30, 2003 from approximately $179,000 for the
corresponding period in 2002. The decrease was primarily due to lower interest
rates in the first three months of fiscal 2004 compared to the corresponding
period in fiscal 2003.

Other income (expense) consists primarily of foreign exchange gains and losses.
For the three-month period ended September 30, 2003 Other expense was
approximately $18,000 compared to Other income of approximately $56,000 for the
corresponding period in 2002.

Liquidity and Capital Resources

Since inception, our expenses have significantly exceeded our revenues,
resulting in an accumulated deficit of approximately $75,033,000 at September
30, 2003. We have funded our

12



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operations primarily through the sale of equity
securities and revenues from product sales and research and development
contracts. At September 30, 2003, we had cash, cash equivalents and
short-term investments aggregating approximately $37,794,000. We had negative
cash flows from operations of approximately $1,534,000 for the three months
ended September 30, 2003 due primarily to an increase in accounts receivable
of approximately $1,938,000, due to increased sales, and a decrease in accounts
payable due to our final payment under the Co-Promotion Agreement with
Cytyc Corporation (Cytyc) which expired on June 30, 2003. Our negative cash
flows from operations of approximately $5,257,000 for the three
months ended September 30, 2002 were
primarily the result of our scheduled payment to Cytyc under the Co-Promotion Agreement during that period and non-recurring
payments to professionals related to our terminated merger transaction with
Cytyc.

We anticipate that working capital requirements will increase moderately for
the foreseeable future due to the investment necessary to support our European
direct distribution operations, as well as increasing accounts receivable as a
result of expected revenue growth. We have incurred negative cash flows from
operations since our inception, and have expended, and expect to continue to
expend in the future, substantial funds to complete our planned product
development efforts, expand our sales and marketing activities and expand our
manufacturing capabilities. We expect that our existing capital resources will
be adequate to fund our operations through fiscal 2004. Our future capital
requirements and the adequacy of available funds may change, however, based on
numerous factors, including our degree of success in commercializing our
products, progress in our product development efforts and the magnitude and
scope of such efforts, progress with preclinical studies and clinical trials,
progress in our regulatory affairs activities, the cost and timing of expansion
of our manufacturing capabilities, the development and maintenance of effective
sales and marketing activities, the cost of filing, prosecuting, defending and
enforcing patent claims and other intellectual property rights, competing
technological and market developments, and the development and maturation of
strategic alliances for the marketing of our products. To the extent that our
existing capital resources and funds generated from operations are insufficient
to meet current or planned operating requirements, we will be required to
obtain additional funds through equity or debt financing, strategic alliances
with corporate partners and others, or through other sources. We do not have
any committed sources of additional financing, and there can be no assurance
that additional funding, if necessary, will be available on acceptable terms,
if at all. If adequate funds are not available, we may be required to delay,
scale back or eliminate certain aspects of our operations or attempt to obtain
funds through arrangements with collaborative partners or others that may
require us to relinquish rights to certain of our technologies, product
candidates, products or potential markets. Under such conditions, our
business, financial condition and results of operations will be materially
adversely affected.

13



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We have summarized below our material contractual obligations as of September
30, 2003 (in thousands):

|                                   |  |       |            |          |  |             |           |            |  |         |            |            |  |   |           |  |  |   |           | 
|---------------------------------- |  | ----- | ---------- | -------- |  | ----------- | --------- | ---------- |  | ------- | ---------- | ---------- |  | - | --------- |  |  | - | --------- | 
|                                   |  |       |            |          |  | Less Than   |           | One to     |  | Four to |            | After Five
|Contractual Obligations            |  | Total |            | One Year |  | Three Years |           | Five Years |  | Years  
|                                   |  |       |            |          |  |             |           |            |  |        
|Long-term debt (1)                 |  | $     | 4,446,006  |          |  | $           | 2,658,102 |            |  | $       | 1,317,620  |            |  | $ | 206,096   |  |  | $ | 264,188   | 
|Physician detailing
agreement      |  |       | 4,287,044  |          |  |             | 4,287,044 |            |  |         |           |            |  |   |          |  |  |   |          | 
|Operating leases                   |  |       | 19,256,499 |          |  |             | 2,306,292 |            |  |         | 9,117,120  |            |  |   | 6,094,855 |  |  |   | 1,738,232 | 
|                                   |  |       |            |          |  |             |           |            |  |         |            |            |  |   |           |  |  |   |           | 
|Total contractual cash
obligations |  | $     | 27,989,549 |          |  | $           | 9,251,438 |            |  | $       | 10,434,740 |            |  | $ | 6,300,951 |  |  | $ | 2,002,420 | 
|                                   |  |       |            |          |  |             |           |            |  |         |            |            |  |   |           |  |  |   |           | 

(1)  Includes debt payable to Roche Molecular Systems and Abbott Laboratories
related to the repurchase of equipment in prior periods.

14



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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to market risk associated with changes in foreign currency
exchange rates and interest rates. Our exchange rate risk comes from our
operations in Europe and South America. The net impact of foreign exchange
activities on earnings was immaterial for the three-month periods ended
September 30, 2003 and 2002, respectively. Interest rate exposure is primarily
limited to the approximately $37,795,000 of cash, cash equivalents and
short-term investments owned by us. Such investments are money market debt
securities that generate interest income for us on cash balances. We do not
actively manage the risk of interest rate fluctuations; however, such risk is
mitigated by the relatively short-term nature of our investments. We do not
consider the present rate of inflation to have a significant impact on our
business.

Item 4. Controls and Procedures

Our management, under the supervision and with the participation of the
principal executive officer and principal financial officer, have evaluated the
effectiveness of our controls and procedures related to our reporting and
disclosure obligations as of September 30, 2003, which is the end of the period
covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the
principal executive officer and principal financial officer have concluded that
these disclosure controls and procedures are sufficient to provide that (a)
material information relating to us, including our consolidated subsidiaries,
is made known to these officers by other employees of us and our consolidated
subsidiaries, particularly material information related to the period for which
this periodic report is being prepared; and (b) this information is recorded,
processed, summarized, evaluated and reported, as applicable, within the time
periods specified in the rules and forms promulgated and adopted by the
Securities and Exchange Commission.

There were no changes that occurred during the fiscal quarter covered by this
Quarterly Report on Form 10-Q that have materially affected, or are reasonable
likely to materially affect, our internal controls over financial reporting.

15



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PART II. Other Information

Item 1. Legal Proceedings

On November 19, 2001, we filed an action for patent infringement against
Ventana Medical Systems, Inc. The action was filed in the United States
District Court for the District of Delaware. In the action, we allege that
Ventana Medical Systems, Inc. has made, used, sold and/or offered for sale
products embodying our patented inventions thereby infringing our United States
Patent No. 4,849,332 entitled Human Papilloma Virus 35 Nucleic Acid
Hybridization Probes and Methods for Employing the Same and our United States
Patent No. 4,849,331 entitled Human Papilloma Virus 44 Nucleic Acid
Hybridization Probes and Methods for Employing the Same. We are seeking a
permanent injunction and monetary damages for past infringement. On September
25, 2002, Ventana Medical Systems, Inc. publicly announced that it had acquired
Beckman Coulter, Inc.s human papillomavirus business and corresponding assets,
including the assignment of the human papillomavirus intellectual property
portfolio acquired by Beckman Coulter, Inc. from Institut Pasteur through a
1991 sublicense agreement. On October 18, 2002, we filed a motion to amend our
complaint to add Beckman Coulter, Inc. as a co-defendant, as well as additional
claims against Ventana. On March 5, 2003, the Court granted our motion to
amend. No trial date has been set in this matter.

On March 15, 2002, we filed an action for declaratory judgment against Enzo
Biochem, Inc. The action was filed in the United States District Court for the
District of Delaware. We filed this action after having received direct
threats from Enzo Biochem of infringement of U.S. Patent No. 6,221,581 entitled
Processes for Detecting Polynucleotides, Determining Genetic Mutations or
Defects in Genetic Material, Separating or Isolating Nucleic Acid of Interest
from Samples, and Useful Compositions of Matter and Multihybrid Complex
Compositions. We are seeking a judgment that the patent is invalid and has
not been infringed by us. On March 20, 2002, in response to our complaint,
Enzo Biochem filed a motion to dismiss our complaint for lack of subject matter
jurisdiction, based on assertions that Enzo Diagnostics, Inc. (a wholly owned
subsidiary of Enzo Biochem), not Enzo Biochem, was the holder of the patent in
question. On the same day, Enzo Diagnostics, Inc. also filed a complaint for
patent infringement against us in the Delaware District Court. Enzo
Diagnostics, Inc. asserts in its complaint that we have infringed U.S. Patent
No. 6,221,581 through the manufacture, sale and offer for sale of our Hybrid
Capture products. The two cases have now been consolidated and discovery has
commenced. We have filed counterclaims against Enzo Biochem for various
business-related tortious conduct. The Court has denied Enzo Biochems motion
to dismiss our counterclaims and has granted Digenes motion to amend our
counterclaims to include inequitable conduct claims. We do not believe we are
infringing such patent and will go forward with the action for declaratory
judgment and continue vigorously defending against Enzos claim of patent
infringement. The Court has indicated that a trial in this matter will be held
on March 22, 2004.

16



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Item 4. Submission of Matters to a Vote of Security Holders

The following is a summary of the final voting results from the October 30,
2003 annual meeting of stockholders of Digene. The number of shares present in
person or by proxy at the annual meeting were 17,215,173, or 92.8% of the
outstanding shares of common stock.

1.     Election of Directors.

Two of Digenes six directors had terms that expired and stood for
re-election at the annual meeting for three year terms expiring in 2006. The
two directors received a majority of the votes necessary for re-election and
are listed below:

|     |                   |           |  |                    |            |  |  |  |           | 
|---- | ----------------- | --------- |  | ------------------ | ---------- |  |  |  | --------- | 
|Name |                   | Votes For |  | Withheld Authority
|     |                   |           |  |                   
|     | John H. Landon    |           |  |                    | 15,990,980 |  |  |  | 1,224,193 | 
|     | John J. Whitehead |           |  |                    | 16,050,308 |  |  |  | 1,164,865 | 

The following directors terms continued after the meeting: Charles M.
Fleischman, Evan Jones, Joseph M. Migliara and Cynthia Sullivan.

2.     Approval of an Amendment to the Amended and Restated 1999 Incentive
Plan.

Digene proposed an amendment to its Amended and Restated 1999 Incentive
Plan to increase the number of shares of common stock issuable under the Plan
from 4,000,000 to 4,900,000 shares. The proposal received the affirmative vote
of a majority of the votes present and entitled to be cast on the matter.

|                  |  |                 |           | 
|----------------- |  | --------------- | --------- | 
|Category of Vote  |  | Number of Votes
|                  |  |                
|For:              |  |                 | 9,295,904 | 
|Against:          |  |                 | 7,907,700 | 
|Abstain:          |  |                 | 11,568    | 
|Broker Non-Votes: |  |                 | 1         | 

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Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

|            |  |                                                                                                                                                                                                                       
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                           
|            |  |                                                                                                                                                                                                                       
|3.1.1       |  | Amended and Restated Certificate of Incorporation (Incorporated by
reference to Exhibit 3.1 to Digenes Registration Statement on Form S-1
(File No. 333-2968)).                                                      
|            |  |                                                                                                                                                                                                                       
|3.1.2       |  | Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to
Digenes Annual Report on Form 10-K for the year ended June 30, 1999).                                                                       
|            |  |                                                                                                                                                                                                                       
|4.1.1       |  | Form of Common Stock Certificate (Incorporated by reference to Exhibit
4.1 to Digenes Registration Statement on Form S-1 (File No. 333-2968)).                                                                       
|            |  |                                                                                                                                                                                                                       
|10.1        |  | Digenes Amended and Restated 1999 Incentive Plan, as amended.                                                                                                                                                        
|            |  |                                                                                                                                                                                                                       
|31.1        |  | Certification by Chief Executive Officer pursuant to Rule 13a-14(a) or
Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    
|            |  |                                                                                                                                                                                                                       
|31.2        |  | Certification by Chief Financial Officer pursuant to Rule 13a-14(a) or
Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    
|            |  |                                                                                                                                                                                                                       
|32.1        |  | Certification by Chief Executive Officer pursuant to Rule 13a-14(b) or
Rule 15d-14(b) promulgated under the Securities Exchange Act of 1934 and
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
|            |  |                                                                                                                                                                                                                       
|32.2        |  | Certification by Chief Financial Officer pursuant to Rule 13a-14(b) or
Rule 15d-14(b) promulgated under the Securities Exchange Act of 1934 and
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

(b) Reports on Form 8-K:

Digene filed the following Current Reports on Form 8-K during the quarter ended
September 30, 2003:

|         |  |             |  |                |  |               
|-------- |  | ----------- |  | -------------- |  | --------------
|Report   |  | Item(s) No. |  | Date of Report |  | Date Filed    
|         |  |             |  |                |  |               
|Form 8-K |  | 5 and 7     |  | July 31, 2003  |  | August 1, 2003

18



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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.

|                        |  |                    |                                                                | 
|----------------------- |  | ------------------ | -------------------------------------------------------------- | 
|                        |  | DIGENE CORPORATION |                                                               
|                        |  |                    |                                                                | 
|Date: November 10, 2003 |  | By:                | /s/ Charles M. Fleischman                                      | 
|                        |  |                    |                                                                | 
|                        |  |                    | Charles M. Fleischman                                          | 
|                        |  |                    | President, Chief Operating Officer and Chief Financial Officer | 
|                        |  |                    | (Principal Financial Officer)                                  | 
|                        |  |                    |                                                                | 
|Date: November 10, 2003 |  | By:                | /s/ Joseph P. Slattery                                         | 
|                        |  |                    |                                                                | 
|                        |  |                    | Joseph P. Slattery                                             | 
|                        |  |                    | Senior Vice President, Finance and Information Systems         | 
|                        |  |                    | (Principal Accounting Officer)                                 | 

19



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EXHIBIT INDEX

|            |  |                                                                                                                                                                                                                       
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                           
|            |  |                                                                                                                                                                                                                       
|3.1.        |  | Amended and Restated Certificate of Incorporation (Incorporated by
reference to Exhibit 3.1 to Digenes Registration Statement on Form S-1
(File No. 333-2968)).                                                      
|            |  |                                                                                                                                                                                                                       
|3.2         |  | Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to
Digenes Annual Report on Form 10-K for the year ended June 30, 1999).                                                                       
|            |  |                                                                                                                                                                                                                       
|4.1         |  | Form of Common Stock Certificate (Incorporated by reference to Exhibit
4.1 to Digenes Registration Statement on Form S-1 (File No. 333-2968)).                                                                       
|            |  |                                                                                                                                                                                                                       
|10.1        |  | Digenes Amended and Restated 1999 Incentive Plan, as amended.                                                                                                                                                        
|            |  |                                                                                                                                                                                                                       
|31.2        |  | Certification by Chief Executive Officer pursuant to Rule 13a-14(a) or
Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    
|            |  |                                                                                                                                                                                                                       
|31.2        |  | Certification by Chief Financial Officer pursuant to Rule 13a-14(a) or
Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    
|            |  |                                                                                                                                                                                                                       
|32.1        |  | Certification by Chief Executive Officer pursuant to Rule 13a-14(b) or
Rule 15d-14(b) promulgated under the Securities Exchange Act of 1934 and
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
|            |  |                                                                                                                                                                                                                       
|32.2        |  | Certification by Chief Financial Officer pursuant to Rule 13a-14(b) or
Rule 15d-14(b) promulgated under the Securities Exchange Act of 1934 and
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

20