| UNITED STATES SECURITIES AND EXCHANGE        COMMISSION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Washington, DC 20549                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **FORM 10-K/A**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| [ x ]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ANNUAL REPORT PURSUANT TO        SECTION 13 OR 15(d) OF THE SECURITIES |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | EXCHANGE ACT OF 1934 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | For Fiscal Year Ended        December 31, 2002 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
| [   ]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | TRANSITION REPORT PURSUANT        TO SECTION 13 OR 15(d) OF THE SECURITIES |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | EXCHANGE ACT OF 1934 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | For the transition period        from __________ to __________ |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
| Commission File No.:        0-20979                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| _____________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **INDUSTRIAL SERVICES OF        AMERICA, INC.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (Exact name of registrant        as specified in its charter)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Florida                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 59-0712746 |
| (State or other        jurisdiction of        incorporation or organization)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (I.R.S. Employer        Identification No.) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
| 7100 Grade Lane        P.O. Box 32428        Louisville, Kentucky 40232        (502) 368-1661                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (Address, including zip        code, and telephone number,        including area code, or registrant's principal executive        offices)                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Securities registered        pursuant to Section 12(b) of the Act: None                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Securities registered        pursuant to Section 12(g) of the Act:                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Common Stock, $.01 par        value        (Title of class)                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|       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 if disclosure of delinquent filers pursuant        to Item 405 of Regulation S-K is not contained herein,        and will not be contained, to the best of registrant's        knowledge, in definitive proxy or information statements        incorporated by reference in Part III of this Form 10-K        or any amendment to this Form 10-K.        X                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|       Indicate        by check mark whether the registrant is an accelerated        filer (as defined in rule 12b-2 of the Act).         Yes        No   X                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|       Aggregate        market value of the 698,796 shares of voting Common Stock        held by non-affiliates of the registrant at the closing        sales price on June 28, 2002: $1,607,231.                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|       Number        of shares of Common Stock outstanding as of the close of        business on March 28, 2003: 1,614,800.                                                                                                                                                                                                                                                                                                                                                                                  |
| _____________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| DOCUMENT INCORPORATED BY REFERENCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Portions        of the registrant's definitive Proxy Statement for the        2003 Annual Meeting of Shareholders are incorporated by        reference into Item 10 through Item 13 of Part III of        this report.**                                                                                                                                                                                                                                                                                                                |

**** 

|                                                                                                                                                                                                                                                                                                                                                                                                           |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                           |
| **PART        IV**                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Item        15.        Exhibits,        Consolidated Financial Statement Schedules, and Reports        on Form 8-K.**                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                           |
| (a)(3)              List of Exhibits.                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                           |
|       Exhibits        filed with, or incorporated by reference herein, this        report are identified in the Index to Exhibits appearing        in this report. The Management Agreement and the        Consulting Agreement required to be filed as exhibits to        this Form 10-K/A pursuant to Item 14(c) are noted by an        asterisk (*) in the Index to Exhibits. |
|                                                                                                                                                                                                                                                                                                                                                                                                           |
| (c)              Exhibits.                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                           |
|       The        exhibits listed on the Index to Exhibits are filed as a        part of this report.                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                           |

 

 

| **SIGNATURES**                                                                                                                                                                                                                                                                                                  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                            |
|       Pursuant        to the requirements of Section 13 or 15(d) of the        Securities Exchange Act of 1934, the Registrant has duly        caused this amendment to its annual report to be signed        on its behalf by the undersigned, thereunto duly        authorized. |
|                                                                                                                                                                                                                                                                                                            |   |   |
|                                                                                                                                                                                                                                                                                                            |   | INDUSTRIAL        SERVICES OF AMERICA, INC. |
|                                                                                                                                                                                                                                                                                                            |   |   |
|                                                                                                                                                                                                                                                                                                            |   |   |
|                                                                                                                                                                                                                                                                                                            |   |   |
| Dated:        April 16, 2003                                                                                                                                                                                                                                                                                    |   | By        :  /s/ Harry        Kletter                                              |
|                                                                                                                                                                                                                                                                                                            |   |         Harry        Kletter, Chairman of the Board |
|                                                                                                                                                                                                                                                                                                            |   |         and        Chief Executive Officer |
|                                                                                                                                                                                                                                                                                                            |   |   |
|                                                                                                                                                                                                                                                                                                            |
|       Pursuant        to the requirements of the Securities Exchange Act of        1934, this amendment to its annual report has been signed        below by the following persons on behalf of the        Registrant and in the capacities and on the dates        indicated:    |
|                                                                                                                                                                                                                                                                                                            |
| Signature                                                                                                                                                                                                                                                                                                       |   | Title                        | Date |
|                                                                                                                                                                                                                                                                                                            |   |   |   |
|   /s/  Harry        Kletter                                                                                                      |   | Chairman        of the Board and Chief | April 16, 2003 |
| Harry Kletter                                                                                                                                                                                                                                                                                                   |   | Executive        Officer (Principal Executive         Officer) |   |
|                                                                                                                                                                                                                                                                                                            |   |   |   |
|   /s/  Alan        L.        Schroering                                                                                                                                       |   | Chief        Financial Officer | April 16, 2003 |
| Alan L.        Schroering                                                                                                                                                                                                                                                                                       |   | (Principal        Financial Officer and |   |
|                                                                                                                                                                                                                                                                                                            |   | Principal        Accounting Officer) |   |
|                                                                                                                                                                                                                                                                                                            |   |   |   |
|   /s/  David        W.        Lester                                                                                                                      |   | Director | April 16, 2003 |
| David W.        Lester                                                                                                                                                                                                                                                                                          |   |   |   |
|                                                                                                                                                                                                                                                                                                            |   |   |   |
|   /s/  Jim        E.        Vining                                                                                                    |   | Director | April 16, 2003 |
| Jim E. Vining                                                                                                                                                                                                                                                                                                   |   |   |   |
|                                                                                                                                                                                                                                                                                                            |   |   |   |
|   /s/  Roman        Epelbaum                                                                                                                                                                 |   | Director | April 16, 2003 |
| Roman        Epelbaum                                                                                                                                                                                                                                                                                           |   |   |   |
|                                                                                                                                                                                                                                                                                                            |   |   |   |

**** 

 

**** 

| **CERTIFICATIONS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Harry Kletter        and Alan L. Schroering, being the Chief Executive Officer        and Chief Financial Officer, respectively, of Industrial        Services of America, Inc., hereby certify as of this 16th        day of April, 2003, that the Form 10-K, as amended, for        the Year ended December 31, 2002, fully complies with the        requirements of Section 13(a) or 15(d) of the Securities        Exchange Act of 1934 and that the information contained        in the Form 10-K, as amended, fairly presents, in all        material respects, the financial condition and results of        operations of Industrial Services of America, Inc. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | /s/ Harry        Kletter                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Harry        Kletter, Chief Executive Officer |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | /s/ Alan        L.        Schroering                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Alan L.        Schroering, Chief Financial Officer |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

**** 

**** 

| **INDEX TO EXHIBITS**                                                                                                                                                                                         |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                          |   |   |
| **Exhibit****Number**                                                                                                                                                                                         |   | **Description of Exhibits** |
|                                                                                                                                                                                                          |   |   |
| 3.1                                                                                                                                                                                                           | ** | Certificate        of Incorporation of the Registrant is incorporated by        reference to Exhibit 3.1 of the Registrant's report of        Form 10-KSB for the year ended December 31, 1995. |
|                                                                                                                                                                                                          |   |   |
| 3.2                                                                                                                                                                                                           | ** | Bylaws of the        Registrant are incorporated by reference to Exhibit 3.2        of the Registrant's report on Form 10-KSB for the year        ended December 31, 1995. |
|                                                                                                                                                                                                          |   |   |
| 10.1                                                                                                                                                                                                          | ** | Independent        Consulting Services Agreement, dated as of March 31,        1995, and executed on June 25, 1996, by and between the        Registrant and Douglas I. Maxwell, III        ("Maxwell"), is incorporated by reference to        Exhibit 4(a) of Registration Statement on Form S-8 of the        Registration, filed on June 26, 1996 (File No.        333-06915). |
|                                                                                                                                                                                                          |   |   |
| 10.2                                                                                                                                                                                                          | ** | Confidential        Information and Non-Competition Agreement Independent        Contractor, dated as of March 31, 1995, and executed on        June 26, 1996, by and between the Registrant and Maxwell,        is incorporated by reference to Exhibit 10.1 of        Registration Statement on Form S-8 of the Registrant,        filed on June 26, 1996 (File No. 333-06915). |
|                                                                                                                                                                                                          |   |   |
| 10.3                                                                                                                                                                                                          | ** | Stock Option        Agreement, dated as of March 31, 1995, and executed on        June 26, 1996, by and between the Registrant and Maxwell,        is incorporated by reference to Exhibit 4(b) of        Registration Statement on Form S-8 of the Registrant,        filed on June 26, 1996 (File No. 333-06915). |
|                                                                                                                                                                                                          |   |   |
| 10.4                                                                                                                                                                                                          | ** | Independent        Consulting Services Agreement, dated as of March 31,        1995, and executed on June 26, 1996, by and between the        Registrant and Neil C. Sullivan ("Sullivan"),        is incorporated by reference to Exhibit 4(a) of        Registration Statement on Form S-8 of the Registrant,        filed on June 26, 1996 (File No. 333-06909). |
|                                                                                                                                                                                                          |   |   |
| 10.5                                                                                                                                                                                                          | ** | Confidential        Information and Non-Competition Agreement Independent        Contractor, dated as of March 31, 1995, and executed on        June 26, 1996, by and between the Registrant and        Sullivan, is incorporated by reference to Exhibit 10.1 of        Registration Statement on Form S-8 of the Registrant,        filed on June 26, 1996 (File No. 333-06909). |
|                                                                                                                                                                                                          |   |   |
| 10.6                                                                                                                                                                                                          | ** | Stock Option        Agreement, dated as of March 31, 1995, and executed on        June 26, 1996, by and between the Registrant and        Sullivan, is incorporated by reference to Exhibit 4(b) of        Registration Statement on Form S-8 of the Registrant,        filed on June 26, 1996 (File No. 333-06909). |
|                                                                                                                                                                                                          |   |   |
| 10.7                                                                                                                                                                                                          | ** | Acquisition        of Assets Agreement, dated as of July 1, 1997, by and        between the Registrant and The Metal Center set forth in        an Asset Purchase Agreement, is incorporated by        reference, as the sole Exhibit on Form 8-K of the        Registrant, filed July 15, 1997 (File No. 0-20979). |
|                                                                                                                                                                                                          |   |   |
| 10.8                                                                                                                                                                                                          | ** | Assignment of        Contracts, dated September 4, 1997, by and between the        Registrant and MGM Services, Inc. is incorporated by        reference to Exhibit 10.11 of the Registrant's report on        Form 10-K for the year ended December 31, 1997. |
|                                                                                                                                                                                                          |   |   |
| 10.9                                                                                                                                                                                                          | ** | Employment        Agreement, dated as of October 15, 1997, by and between        the Registrant and Garber is incorporated by reference to        Exhibit 10.12 of the Registrant's report on Form 10-K for        the year ended December 31, 1997. |
|                                                                                                                                                                                                          |   |   |
| 10.10                                                                                                                                                                                                         | ** | Lease        Agreement, dated January 1, 1998, by and between the        Registrant and K&R, is incorporated by reference        herein, to Exhibit 10.10 on Form 8-K of the Registrant,        filed March 3, 1998 (File No. 0-20979).* |
|                                                                                                                                                                                                          |   |   |
| 10.11                                                                                                                                                                                                         | ** | Consulting        Agreement, dated as of January 2, 1998, by and between        the Registrant and K&R, is incorporated by reference        herein, to Exhibit 10.11 on Form 8-K of the Registrant,        filed March 3, 1998 (File No. 0-20979).* |
|                                                                                                                                                                                                          |   |   |
| 10.12                                                                                                                                                                                                         | ** | Amendment to        Employment Agreement, dated as of February 5, 1998, by        and between the Registrant and Garber, amending original        agreement dated October 15, 1997 is incorporated by        reference to Exhibit 10.15 of the Registrant's report on        Form 10-K for the year ended December 31, 1997. |
|                                                                                                                                                                                                          |   |   |
| 10.13                                                                                                                                                                                                         | ** | Stock Option        Agreement, effective as of October 31, 1997, by and        between the Registrant and Glenn Bierman is incorporated        by reference herein to Exhibit 10.13 of the Registrant's        report on Form 10-K for the year ended December 31, 1999,        as filed on April 14, 2000. |
|                                                                                                                                                                                                          |   |   |
| 10.14                                                                                                                                                                                                         | ** | Stock Option        Agreement, effective as of October 27, 1997, by and        between the Registrant and Sean Garber is incorporated by        reference herein to Exhibit 10.14 of the Registrant's        report on Form 10-K for the year ended December 31, 1999,        as filed on April 14, 2000. |
|                                                                                                                                                                                                          |   |   |
| 10.15                                                                                                                                                                                                         | ** | Stock Option        Agreement, effective as of October 31, 1997, by and        between the Registrant and Sean Garber is incorporated by        reference herein to Exhibit 10.15 of the Registrant's        report on Form 10-K for the year ended December 31, 1999,        as filed on April 14, 2000. |
|                                                                                                                                                                                                          |   |   |
| 10.16                                                                                                                                                                                                         | ** | Amendment No.        1 to Option Agreement, effective as of February 5, 1998,        by and between the Registrant and Sean Garber is        incorporated by reference herein to Exhibit 10.16 of the        Registrant's report on Form 10-K for the year ended        December 31, 1999, as filed on April 14, 2000. |
|                                                                                                                                                                                                          |   |   |
| 10.17                                                                                                                                                                                                         | ** | Stock Option        Agreement, effective as of February 16, 1998, by and        between the Registrant and Harry Kletter is incorporated        by reference herein to Exhibit 10.17 of the Registrant's        report on Form 10-K for the year ended December 31, 1999,        as filed on April 14, 2000. |
|                                                                                                                                                                                                          |   |   |
| 10.18                                                                                                                                                                                                         | ** | Consulting        Agreement, dated as of June 2, 1998, by and between the        Registrant and Andrew M. Lassak is incorporated by        reference herein to Exhibit 10.18 of the Registrant's        report on Form 10-K for the year ended December 31, 1999,        as filed on April 14, 2000. |
|                                                                                                                                                                                                          |   |   |
| 10.19                                                                                                                                                                                                         | ** | Consulting        Agreement, dated as of June 2, 1998, by and among the        Registrant, Joseph Charles & Associates, Inc. and        Andrew M. Lassak is incorporated by reference herein to        Exhibit 10.19 of the Registrant's report on Form 10-K for        the year ended December 31, 1999, as filed on April 14,        2000. |
|                                                                                                                                                                                                          |   |   |
| 10.20                                                                                                                                                                                                         | ** | Asset        Purchase Agreement, effective as of June 1, 1998, by and        among the Registrant, ISA Indiana, Inc., R.J. Fitzpatrick        Smelters, Inc., and R.K. Fitzpatrick and Cheryl        Fitzpatrick is incorporated by reference herein to        Exhibit 10.20 of the Registrant's report on Form 10-K for        the year ended December 31, 1999, as filed on April 14,        2000. |
|                                                                                                                                                                                                          |   |   |
| 10.21                                                                                                                                                                                                         | ** | Lease        Agreement, effective June 1, 1998, by and between R.K.        Fitzpatrick and Cheryl Fitzpatrick, R.J. Fitzpatrick        Smelters, Inc., and ISA Indiana, Inc. is incorporated by        reference herein to Exhibit 10.21 of the Registrant's        report on Form 10-K for the year ended December 31, 1999,        as filed on April 14, 2000. |
|                                                                                                                                                                                                          |   |   |
| 10.22                                                                                                                                                                                                         | ** | Environmental        Indemnity Agreement, effective as of June 1, 1998, by and        between R.K. Fitzpatrick and Cheryl Fitzpatrick, R.J.        Fitzpatrick Smelters, Inc., and ISA Indiana, Inc. is        incorporated by reference herein to Exhibit 10.22 of the        Registrant's report on Form 10-K for the year ended        December 31, 1999, as filed on April 14, 2000. |
|                                                                                                                                                                                                          |   |   |
| 10.23                                                                                                                                                                                                         | ** | Promissory        Note dated May 8, 1997, from Registrant to Bank of        Louisville in the original principal amount of        $2,000,000.00 is incorporated by reference herein to        Exhibit 10.23 of the Registrant's report on Form 10-K for        the year ended December 31, 2000, as filed on March 30,        2001. |
|                                                                                                                                                                                                          |   |   |
| 10.24                                                                                                                                                                                                         | ** | Loan        Agreement dated November 30, 2000, by and between the        Registrant and Bank of Louisville is incorporated by        reference herein to Exhibit 10.24 of the Registrant's        report on Form 10-K for the year ended December 31, 2000,        as filed on March 30, 2001. |
|                                                                                                                                                                                                          |   |   |
| 10.25                                                                                                                                                                                                         | ** | Change in        Terms Agreement dated November 30, 2000, by and between        the Registrant and Bank of Louisville is incorporated by        reference herein to Exhibit 10.25 of the Registrant's        report on Form 10-K for the year ended December 31, 2000,        as filed on March 30, 2001. |
|                                                                                                                                                                                                          |   |   |
| 10.26                                                                                                                                                                                                         | ** | Change in        Terms Agreement dated March 26, 2001, by and between the        Registrant and Bank of Louisville is incorporated by        reference herein to Exhibit 10.26 of the Registrant's        report on Form 10-K for the year ended December 31, 2000,        as filed on March 30, 2001. |
|                                                                                                                                                                                                          |   |   |
| 10.27                                                                                                                                                                                                         | ** | Penske Lease        and Purchase Agreement effective July 8, 2002, for three        years at a rental of $3,000 per month with an option to        purchase for $425,000. |
|                                                                                                                                                                                                          |   |   |
| 10.28                                                                                                                                                                                                         |   | Promissory        Note dated December 31, 2002 from Registrant to Branch        Banking and Trust Company in the original principal        amount of $2,500,000. |
|                                                                                                                                                                                                          |   |   |
| 99.1                                                                                                                                                                                                          |   | Section 906        Certification of Harry Kletter |
|                                                                                                                                                                                                          |   |   |
| 99.2                                                                                                                                                                                                          |   | Section 906        Certificate of Alan L. Schroering |
|                                                                                                                                                                                                          |   |   |
| 11                                                                                                                                                                                                            |   | Statement of        Computation of Earnings Per Share (See Note 11 to Notes        to Consolidated Financial Statements). |
|                                                                                                                                                                                                          |   |   |
| *Denotes a        management contract of the Registrant required to be        filed as an exhibit pursuant to Item 601(10)(iii) of        Regulation S-K under the Securities Act of 1933, as        amended. |
|                                                                                                                                                                                                          |
| **Previously        filed.                                                                                                                                                                                    |
|                                                                                                                                                                                                          |