##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM 10-K/A
 Amendment No. 1
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) 
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended: December 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 COMMISSION FILE NUMBER: 0-29370
 
 Ultra Petroleum Corp.
  Yukon Territory, Canada
    
    N/A(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)363 North Sam Houston Parkway East, Suite 1200Houston, Texas
    
    77060(Address of principal executive offices)
    
    (Zip Code)
 (281) 876-0120
  Title of each Class:
    
    Name of each exchange on which registered:Common Shares, without par value
    
    American Stock Exchange
   
 þ o
 o þ
 þ o
 þ
  Large Accelerated Filer þ
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
 o þ
   EXPLANATORY NOTE




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICESPART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULESSIGNATURESCertificate of AmendmentCertification of CEO pursuant to Section 302Certification of CFO pursuant to Section 302Certification of CEO pursuant to Section 906Certification of CFO pursuant to Section 906    Table of Contents  
 PART III
 
 ITEM 10. directors and executive officers of the registrant.
 Directors and Executive Officers
  PositionName
    
    Age
    
    Position with the Corporation
    
    SinceMichael D. Watford
    
    52
    
    Chairman of the Board, CEO, President and Director
    
    1999Dr. William C. Helton
    
    64
    
    Director
    
    1994James E. Nielson
    
    75
    
    Director
    
    2001Robert E. Rigney
    
    74
    
    Director
    
    2001James C. Roe
    
    77
    
    Director
    
    2001Marshall D. Smith
    
    46
    
    Chief Financial Officer
    
    2005Stephen R. Kneller
    
    51
    
    VP  Exploration, Domestic
    
    1998George M. Patterson
    
    60
    
    VP  International
    
    2001William R. Picquet
    
    54
    
    VP  Operations
    
    2005
 Mr. Michael D. Watford
 Dr. William C. Helton
 Mr. James E. Nielson
 Mr. Robert E. Rigney
 Mr. James C. Roe
 Mr. Marshall D. Smith
 2




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##### Table of Contents



Mr. Stephen R. Kneller
 Mr. George M. Patterson
 Mr. William R. Picquet
  Audit Committee
  Code of Business Conduct and Ethics
  3




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##### Table of Contents



ITEM 11. EXECUTIVE COMPENSATION.
 Summary Compensation Table
 Named Executive
Officers
 Annual Compensation
    
    Long-Term CompensationRestricted
    
    SecuritiesShares or
    
    UnderlyingOther Annual
    
    Restricted
    
    Options
    
    LTIP
    
    All OtherSalary
    
    Bonus
    
    Compensation
    
    Units
    
    Granted
    
    Payouts
    
    CompensationName and Principal Position
    
    Year
    
    (US$)
    
    (US$) (1) (2)
    
    ($)
    
    (US$)
    
    (#)
    
    (US$) (3)
    
    ($) (9)Michael D. Watford
    
    
    2005
    
    
    $
    425,000
    
    
    $
    1,000,000
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    $
    29,748Chairman of the Board
    
    
    2004
    
    
    $
    413,750
    
    
    $
    531,250
    
    
    
    
    
    
    $
    1,440,000
    (8)
    
    
    400,000
    
    
    $
    600,000
    
    
    $
    29,048President & CEO
    
    
    2003
    
    
    $
    290,000
    
    
    $
    999,100
    
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    
    
    
    $
    31,948Marshall D. Smith (4)
    
    
    2005
    
    
    $
    95,637
    
    
    $
    235,000
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    
    
    
    $
    7,498Chief Financial Officer
    
    
    2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stephen R. Kneller
    
    
    2005
    
    
    $
    213,333
    
    
    $
    250,000
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    
    
    
    
    
    $
    28,081VP  Exploration,
    
    
    2004
    
    
    $
    170,833
    
    
    $
    247,900
    
    
    
    
    
    
    
    
    
    
    
    120,000
    
    
    $
    300,000
    
    
    $
    22,623Domestic
    
    
    2003
    
    
    $
    134,167
    
    
    $
    143,300
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    $
    17,856George M. Patterson
    
    
    2005
    
    
    $
    123,667
    
    
    $
    60,000
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    
    
    
    $
    16,425VP  International
    
    
    2004
    
    
    $
    130,000
    
    
    $
    70,000
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    $
    262,500
    
    
    $
    16,0232003
    
    
    $
    119,792
    
    
    $
    112,925
    
    
    
    
    
    
    
    
    
    
    
    70,000
    
    
    
    
    
    
    $
    16,598William R. Picquet (5)
    
    
    2005
    
    
    $
    84,375
    
    
    $
    100,000
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    
    
    
    $
    7,661VP  Operations
    
    
    2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Brian A. Ault (6)
    
    
    2005
    
    
    $
    110,833
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    
    
    
    
    
    $
    14,756Former VP  Operations
    
    
    2004
    
    
    $
    161,250
    
    
    $
    191,400
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    $
    300,000
    
    
    $
    21,3442003
    
    
    $
    134,167
    
    
    $
    118,300
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    $
    17,856Charlotte H. Kauffman (7)
    
    
    2005
    
    
    $
    113,939
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    
    
    
    
    
    $
    14,461Former Corporate Secretary
    
    
    2004
    
    
    $
    142,292
    
    
    $
    $138,925
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    $
    300,000
    
    
    $
    18,863and Corporate Counsel
    
    
    2003
    
    
    $
    125,417
    
    
    $
    $79,320
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    $
    16,665
 
 (1)
    
    Includes common shares issued for services rendered in such year as follows, valued at
the market price on the date of issuance: $709,100 in 2003 to Mr. Watford; $67,900 in 2004
and $48,3000 in 2003 to Messrs. Kneller and Ault; and $50,925 in 2003 to Mr. Patterson;
and $50,925 in 2004 and $19,320 in 2003 to Ms. Kauffman.(2)
    
    Bonuses were earned in the year indicated.(3)
    
    Amounts shown in this column for 2004 represent the aggregate payout value of target
awards subject to a 3-year performance period ended December 31, 2004. Payments were made
entirely in cash. 4




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(4)
    
    Mr. Smith commenced employment with the Corporation effective July 18, 2005 with an
annual base salary of $220,000.(5)
    
    Mr. Picquet commenced employment with the Corporation effective August 16, 2005 with an
annual base salary of $225,000.(6)
    
    Mr. Ault resigned from the Corporation effective July 31, 2005.(7)
    
    Ms. Kauffman resigned from the Corporation effective September 16, 2005.(8)
    
    On February 1, 2004, in connection with his Employment Agreement, Mr. Watford was
granted 120,000 restricted shares which vest as follows: 40,000 shares vested on February
1, 2005; 40,000 vested on February 1, 2006; and 40,000 vest on February 1, 2007. As of
December 30, 2005, Mr. Watfords unvested shares had a value of $4,464,000. The Corporation
does not currently pay dividends.(9)
    
    The amount shown in this column consists of the Corporation match under the
Corporations 401-K Savings Plan, for which substantially all employees are eligible, and
Corporation-paid life insurance premiums. Compensation of Directors
  Compensation Committee Interlocks and Insider Participation
  Employment Agreements
  1 2
 5




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Option Grants
  Option Grants During the Most Recently Completed Fiscal Year
 % of TotalSecurities
    
    Options
    
    
    
    
    
    
    
    
    
    Grant DateUnderlying
    
    Granted to
    
    Exercise or
    
    
    
    
    
    PresentOptions Granted
    
    Employees in
    
    Base Price (2)
    
    Expiration
    
    ValueName
    
    (#) (1)
    
    Fiscal Year
    
    (US$/Share)
    
    Date
    
    (US$) (3)Michael D. Watford
    
    
    100,000
    
    
    
    6.54
    %
    
    $
    25.68
    
    
    
    2-07-2015
    
    
    $
    1,025,755Marshall D. Smith
    
    
    250,000
    
    
    
    16.35
    %
    
    $
    33.57
    
    
    
    7-18-2015
    
    
    $
    3,784,766Stephen R. Kneller
    
    
    40,000
    
    
    
    2.62
    %
    
    $
    25.68
    
    
    
    2-07-2015
    
    
    $
    410,302George M. Patterson
    
    
    20,000
    
    
    
    1.31
    %
    
    $
    25.68
    
    
    
    2-07-2015
    
    
    $
    205,151William R. Picquet
    
    
    250,000
    
    
    
    16.35
    %
    
    $
    40.34
    
    
    
    8-16-2015
    
    
    $
    4,560,763Brian A. Ault
    
    
    40,000
    
    
    
    2.62
    %
    
    $
    25.68
    
    
    
    2-07-2015
    
    
    $
    410,302Charlotte H. Kauffman
    
    
    40,000
    
    
    
    2.62
    %
    
    $
    25.68
    
    
    
    2-07-2015
    
    
    $
    410,302
 
 (1)
    
    The stock options were fully vested on December 31, 2005 and are currently exercisable.
Options will expire if not exercised before the expiration date shown above and may expire
sooner in the event of termination of employment.(2)
    
    Exercise price is based on the average of the high and low bid prices on the AMEX on the
grant date.(3)
    
    The value has been calculated using a variation of the Black-Scholes stock option valuation
methodology. The applied model used the grant date of 2/7/2005 for Mr. Watford, Mr. Kneller,
Mr. Patterson, Mr. Ault and Ms. Kaffman, 7/18/2005 for Mr. Smith and 8/16/2005 for Mr.
Picquet. Mr. Watford, Mr. Kneller, Mr. Patterson, Mr. Ault and Ms. Kauffman assumed a stock
price volatility of 30.8 percent and a risk-free rate of return of 4.03 percent. Mr. Picquet
and Mr. Smith assumed a stock price volatility of 37.3 percent. Mr. Smith and Mr. Picquet
assumed a risk-free rate of return of 4.08 percent and 4.14 percent, respectively. All
officers options have an expected option life of 6.5 years. There were no adjustments made to
the model for risk of forfeiture. There is no assurance the value realized by an executive
will be at or near the value estimated by the Black-Scholes model. 6




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Aggregated Option Exercises in Most Recently Completed
Fiscal Year and FY-End Option Values
 Underlying
    
    Value of UnexercisedUnexercised Options
    
    In-the-Money OptionsSecurities Acquired
    
    Aggregate Value
    
    at December 31, 2005
    
    at Dec. 31, 2005On Exercise
    
    Realized
    
    Exercisable/Unexercisable
    
    Exercisable/UnexercisableName
    
    (#)
    
    (US$) (1)
    
    (#)
    
    (US$) (2)Michael D. Watford
    
    
    75,000
    
    
    $
    4,207,840
    
    
    
    4,505,312/0
    (3)
    
    $
    240,322,003/$0
    (3)Marshall D. Smith
    
    
    
    
    
    
    
    
    
    
    250,000/0
    
    
    $
    5,557,500/$0Stephen R. Kneller
    
    
    30,000
    
    
    $
    1,390,595
    
    
    
    710,000/0
    
    
    $
    35,122,900/$0George M. Patterson
    
    
    130,000
    
    
    $
    5,343,450
    
    
    
    105,000/0
    
    
    $
    4,327,850/$0William R. Picquet
    
    
    
    
    
    
    
    
    
    
    250,000/0
    
    
    $
    3,865,000/$0Brian A. Ault
    
    
    506,400
    
    
    $
    16,818,441
    
    
    
    0/0
    
    
    $
    0/$0Charlotte H. Kauffman
    
    
    630,000
    
    
    $
    31,168,603
    
    
    
    0/0
    
    
    $
    0/$0
 
 (1)
    
    This amount is the aggregate of the market value of the common shares at the time each stock
option was exercised minus the exercise price of that option.(2)
    
    This amount is the aggregate of the number of in-the-money options multiplied by the
difference between the exercise price for that option and $55.80, the closing price of the
common shares on the AMEX on December 30, 2005.(3)
    
    Includes 4,405,312 exercisable stock options owned by Watford Interests, Ltd., a family
partnership in which Mr. Watford has a beneficial interest. 7




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Long-Term Incentive Plan Awards
  Long-Term Plan  Awards Made for the Year-Ended December 31, 2005
 PerformanceNumber
    
    or otherof Shares, Units
    
    period until
    
    Estimated future payoutsor
    
    maturation
    
    under non-stock price-based plans (1)Name
    
    Other Rights
    
    or payout
    
    Threshold
    
    Target
    
    MaximumMichael D. Watford
    
    
    
    
    
    
    01/01/05  12/31/07
    
    
    $
    161,500
    
    
    $
    531,250
    
    
    $
    796,8752,142
    
    
    
    01/01/05  12/31/07
    
    
    
    (#)   1,071
    
    
    
    (#)  2,142
    
    
    
    (#)  3,213Marshall D. Smith
    
    
    
    
    
    
    07/18/05  12/31/07
    
    
    $
    41,250
    
    
    $
    68,750
    
    
    $
    103,1251,220
    
    
    
    07/18/05  12/31/07
    
    
    
    (#)   610
    
    
    
    (#)   1,220
    
    
    
    (#)  1,830Stephen R. Kneller
    
    
    
    
    
    
    01/01/05  12/31/07
    
    
    $
    61,500
    
    
    $
    153,750
    
    
    $
    230,6252,142
    
    
    
    01/01/05  12/31/07
    
    
    
    (#)   1,071
    
    
    
    (#)   2,142
    
    
    
    (#)  3,213George M. Patterson
    
    
    
    
    
    
    01/01/05  12/31/07
    
    
    $
    26,600
    
    
    $
    87,500
    
    
    $
    131,2502,142
    
    
    
    01/01/05  12/31/07
    
    
    
    (#)   1,071
    
    
    
    (#)   2,142
    
    
    
    (#)  3,213William R. Picquet
    
    
    
    
    
    
    08/16/05  12/31/07
    
    
    $
    25,313
    
    
    $
    56,250
    
    
    $
    84,375982
    
    
    
    08/16/05  12/31/07
    
    
    
    (#)    491
    
    
    
    (#)    982
    
    
    
    (#)  1,473
 
 (1)
    
    Amounts in dollars represent awards that may be paid out under the 2005 Long Term
Incentive Plan if target, threshold or maximum performance criteria is met. Such amounts
would be paid in shares of common stock. Threshold, target and maximum numerical amounts
represent shares of common stock that may be issued under the Best in Class program if
performance criteria under the program is met. 8




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Securities Authorized for Issuance Under Equity Compensation Plans
  Number of SecuritiesNumber of
    
    
    
    
    
    
    Remaining Available forSecurities to
    
    
    
    
    
    
    Future Issuance UnderBe Issued
    
    
    
    
    
    
    Equity CompensationUpon Exercise
    
    
    Weighted-Average
    
    
    Plans (Excludingof Outstanding
    
    
    Exercise Price of
    
    
    Securities Reflected inPlan Category
    
    Options
    
    
    Outstanding Options
    
    
    the First Column)Equity compensation plans approved by security holders
    
    
    9,388,700
    
    
    $
    9.03
    
    
    
    11,119,000Equity compensation plans not approved by security holders
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aTotal
    
    
    9,388,700
    
    
    $
    9.03
    
    
    
    11,119,000
 Compensation Committee Report
  
    
    relate to the value created for shareholders by being directly tied to the financial performance and
condition of the Corporation and the particular executive officers contribution thereto;
    
    reward individuals who help the Corporation achieve its short-term and long-term objectives and thereby
contribute significantly to the success of the Corporation;
    
    help to attract and retain the most qualified individuals in the oil and gas industry by being
competitive with compensation paid to persons having similar responsibilities and duties in other
companies in the same and closely related industries; and
    
    reflect the qualifications, skills, experience, and responsibilities of the particular executive officer.
   Base Salary
  9




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Bonus
    Long-Term Compensation
   Long-Term Incentive Plan.
 10




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Best in Class.
    Compensation of Chief Executive Officer
  11




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##### Table of Contents



$
  Dr. W. Charles HeltonMr. Robert E. RigneyMr. James E. Nielson
 12




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##### Table of Contents



Performance Graph
 AMEX
 
 13




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##### Table of Contents



Section 16(a) Beneficial Ownership Reporting Compliance
 (Exchange Act)
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.
   Number of
    
    Percent ofName of Beneficial Owner
    
    Common Shares
    
    Class (a)Directors and Executive Officers:Michael D. Watford (b)
    
    
    6,333,159
    
    
    
    4.1
    %W. Charles Helton (c)
    
    
    1,578,715
    
    
    
    1.0
    %James E. Nielson (d)
    
    
    387,207
    
    
    
    *Robert E. Rigney (e)
    
    
    1,715,535
    
    
    
    1.1
    %James C. Roe (f)
    
    
    563,567
    
    
    
    *Stephen R. Kneller (g)
    
    
    774,574
    
    
    
    *George M. Patterson (h)
    
    
    386,000
    
    
    
    *William R. Picquet (i)
    
    
    251,000
    
    
    
    *Marshall D. Smith(j)
    
    
    225,000
    
    
    
    *Common shares all directors and executive officers own as a group (9 persons) (k)
    
    
    12,214,757
    
    
    
    7.9
    %Morgan Stanley (l)
1585 Broadway
New York, NY 10036
    
    
    15,848,433
    
    
    
    10.2
    %
 
 *
    
    Less than 1%(a)
    
    As of April 11, 2006 there were 155,364,264 common shares outstanding.(b)
    
    Includes 100,000 common shares issuable upon exercise of
vested options; 4,355,312 common
shares issuable upon exercise of vested options owned by Watford Interests Ltd.; and
1,683,462 shares owned by Watford Interests, Ltd. directly. Watford Interests Ltd. is a
family partnership in which Mr. Watford has a beneficial interest.(c)
    
    Includes 160,000 common shares issuable upon exercise of vested options and 68,000 shares
owned by the Helton Family Foundation in which Dr. Helton has shared voting power.(d)
    
    Includes 40,000 common shares issuable upon exercise of vested options.(e)
    
    Includes 360,000 common shares issuable upon exercise of vested options. 14




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##### Table of Contents



(f)
    
    Includes 140,000 common shares issuable upon exercise of vested options.(g)
    
    Includes 710,000 common shares issuable upon exercise of vested options.(h)
    
    Includes 70,000 common shares issuable upon exercise of vested options.(i)
    
    Includes 250,000 common shares issuable upon exercise of vested options.(j)
    
    Includes 225,000 common shares issuable upon exercise of vested options.(k)
    
    Includes 6,410,312 common shares issuable upon exercise of vested options.(l)
    
    Information is based upon a Schedule 13G filed with the Commission on February 15, 2006
by Morgan Stanley as a parent company. Morgan Stanley represents that it has sole voting and
dispositive power over 15,690,061 shares of Ultra common stock and shared voting and
dispositive power over 11,586 shares of Ultra common stock. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
  
 ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES.
  Audit Fees Paid to Independent Auditors.
 Audit-related Fees.
 Tax Fees.
 All Other Fees.
  
 PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 (a)
    
    The following documents are filed as part of this report:
 3.3*
    
    Articles of Amendment to Articles of Incorporation.31.1*
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2*
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
 15




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32.1*
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.32.2*
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
 
 *
    
    Filed herewith 16




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##### Table of Contents



SIGNATURES
  ULTRA PETROLEUM CORP.Date: April 24, 2006By:
    
    /s/ Michael D. WatfordMichael D. WatfordChairman of the Board, Presidentand Chief Executive Officer
 Signature
    
    Title
    
    Date/s/ Michael D. Watford
    
    Chairman of the Board, Chief
    
    April 24, 2006Michael D. Watford
    
    Executive Officer, and President(principal executive officer)/s/ Marshall D. Smith
    
    Chief Financial Officer
    
    April 24, 2006Marshall D. Smith
    
    (principal financial officer)/s/ Kristen J. Marron
    
    Financial Reporting Manager
    
    April 24, 2006Kristen J. Marron
    
    (principal accounting officer)/s/ W. Charles Helton
    
    Director
    
    April 24, 2006W. Charles Helton/s/ James E. Nielson
    
    Director
    
    April 24, 2006James E. Nielson/s/ Robert E. Rigney
    
    Director
    
    April 24, 2006Robert E. Rigney/s/ James C. Roe
    
    Director
    
    April 24, 2006James C. Roe
 17




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##### Table of Contents



3.3*
    
    Articles of Amendment to Articles of Incorporation.31.1*
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1*
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2*
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith 18