FORM 10 Q
                    SECURITIES AND EXCHANGE COMMISSION
                                     
                          WASHINGTON, D.C.  20549
                                     
             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
     
             For the quarterly period ended September 30, 1996
     
                      Commission file number 0-15945
     
                   CENTRAL AND SOUTHERN HOLDING COMPANY
          (Exact name of registrant as specified in its charter)
                                     
     Georgia                                   58-1413533
 -------------------------------             ------------------
 (State or other jurisdiction of             (IRS employer
 incorporation or organization)              identification no.)
     
     150 West Greene St.
     Milledgeville, Georgia                    31061
 ----------------------------------------    ----------
 (address of principal executive offices)    (zip code)
     
     Registrants telephone number, including area code 912-457-3500
                                                       ------------     
     
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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
     
     
        Class                      Outstanding at September 30, 1996
--------------------------         ---------------------------------
Common stock, $1 par value                  3,656,547
     
          
           CENTRAL AND SOUTHERN HOLDING COMPANY AND SUBSIDIARIES
                                     
                                 FORM 10-Q
                                     
                             TABLE OF CONTENTS
          
          
          
          
          
Part I.                                                              Page
          
Item 1.  Consolidated condensed financial statements...................3
Item 2.  Management's discussion and analysis of financial
         condition and results of operation............................7

Part II.
          
Item 1.  Legal proceedings............................................13
Item 2.  Changes in securities........................................13
Item 3.  Defaults upon senior securities..............................13
Item 4.  Submission of matters to a vote of security holders..........13
Item 5.  Other information............................................13
Item 6.  Exhibits and reports on Form 8-K.............................13

                 CENTRAL AND SOUTHERN HOLDING COMPANY AND SUBSIDIARIES
                 -----------------------------------------------------
                         CONSOLIDATED CONDENSED BALANCE SHEETS
                         -------------------------------------
<TABLE>
<CAPTION>
                                     (unaudited)                                                 
                                                                           
Assets                                                          September 30, 1996       December 31, 1995
                                                                   (dollar amounts in thousands)
                                                                           
    <S>                                                                <C>                      <C>                      <C>
    Cash and due from banks............................                $7,472                   $8,564
    Federal funds sold.................................                15,783                   16,687
    Interest-bearing deposits with other banks.........                   645                    2,400
    Securities available for sale approximate
     amortized cost of $69,072 and $63,607 at                                              
     September 30, 1996 and December 31, 1995..........                68,900                   64,515
                                                                           
    Loans..............................................               120,869                  114,406
    Less: Unearned income..............................                  (103)                    (334)
          Allowance for loan losses....................                (4,190)                  (4,190)
                                                                      -------                  -------
          Net loans....................................               116,576                  109,882
                                                                           
    Premises and equipment.............................                 5,576                    2,878
    Other assets.......................................                 2,884                    2,923
                                                                      -------                  -------
            Total assets                                             $217,836                 $207,849
                                                                     ========                 ========
Liabilities and Shareholders' Equity
                                                                           
Liabilities:
                                                                           
    Deposits:
           Noninterest-bearing.........................               $18,088                  $16,669
           Interest-bearing............................               171,775                  163,805
                                                                      -------                  -------
                Total deposits.........................               189,863                  180,474
    Short term borrowings..............................                 3,038                    2,350
    Other liabilities..................................                 1,858                    2,365
                                                                      -------                  -------
            Total liabilities..........................               194,759                  185,189
                                                                      -------                  -------
Shareholders' Equity:
    Preferred stock, 2,000,000 shares authorized,                                                          
      none issued                                                         ---                      ---
    Common stock, $1 par value; authorized                                                                          
      10,000,000 shares; issued
      3,777,017 shares.................................                 3,777                    3,777
    Additional paid in capital.........................                 6,492                    6,492
    Unrealized gain (loss) on investment securities,                                                         
      net of tax.......................................                  (114)                     599
    Retained earnings..................................                14,042                   12,339
    Treasury stock, at cost (121,213 and 59,528 shares)                (1,120)                    (547)
                                                                      -------                  -------
          Total shareholders' equity...................                23,077                   22,660
                                                                      -------                  -------
          Total liabilities and shareholders' equity                 $217,836                 $207,849
                                                                     ========                 ========
          See notes to consolidated financial statements.
</TABLE>
         
          
          CENTRAL AND SOUTHERN HOLDING COMPANY AND SUBSIDIARIES
          -----------------------------------------------------               
            CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
             ---------------------------------------------
                              (unaudited)
                              -----------
<TABLE>
<CAPTION>

                                                                                  Three Months Ended September 30
                                                                    (dollar amounts in thousands except per share data)

<S>                                                                                   <C>                  <C>                  
Interest income                                                                        1996                 1995
                                                                                       ----                 ----
        Loans, including fees..................................                       $3,046               $2,811
        Investment securities:
               Tax-exempt......................................                          147                  156
               Taxable.........................................                          986                  944
        Federal funds sold.....................................                          177                  176
                                                                                       -----                -----
               Total interest income...........................                        4,356                4,087
                                                                                       -----                -----
Interest expense:
             Deposits..........................................                        2,229                2,096
             Other borrowings..................................                           35                    1
                                                                                       -----                -----
               Total interest expense..........................                        2,264                2,097
                                                                                       -----                -----
               Net interest income.............................                        2,092                1,990
Provision for loan losses......................................                         (270)                (250)
                                                                                       -----                -----
Net interest income after provision for loan losses............                        2,362                2,240
                                                                                       -----                -----
Noninterest income:                                                                  
        Service charges on deposit accounts....................                          179                  170
        Gain (loss) on sale of securities......................                           --                   --
        Other noninterest income...............................                          113                   35
                                                                                       -----                -----
                Total noninterest income.......................                          292                  205
                                                                                       -----                -----
Noninterest expense:                                                                  
        Salaries and employee benefits.........................                          953                  782
        Net occupancy and equipment expense....................                          238                   90
        Other noninterest expense..............................                          542                  645
                                                                                       -----                -----
                Total noninterest expense......................                        1,733                1,517
                                                                                       -----                -----
                Earnings before income taxes...................                          921                  928
Income taxes...................................................                          158                  260
                                                                                       -----                -----
                Net earnings...................................                         $762                 $668
                                                                                    ========             ========
Per Share Information:
   Net earings.................................................                        $0.21                $0.18
   Weighted average shares outstanding.........................                    3,656,547            3,777,017
                                                                          
                               See notes to consolidated financial statements.
</TABLE>
          
          CENTRAL AND SOUTHERN HOLDING COMPANY AND SUBSIDIARIES
          -----------------------------------------------------               
             CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
             ---------------------------------------------
                             (unaudited)
                             -----------
<TABLE>
<CAPTION>

                                                                                     Nine Months Ended September 30
                                                                      (dollar amounts in thousands except per share data)
              
                                                                                         1996                  1995
                                                                                         ----                  ----
<S>                                                                                    <C>                    <C>                
Interest income                                                              

        Loans, including fees......................................                    $8,881                 $8,245
        Investment securities:
                Tax-exempt.........................................                       448                    481
                Taxable............................................                     2,774                  2,686
        Federal funds sold.........................................                       676                    649
                                                                                        -----                  -----
                Total interest income..............................                    12,779                 12,062
                                                                                        -----                  -----
Interest Expense:
             Deposits..............................................                     6,568                  6,166
             Other borrowings......................................                        89                     63
                                                                                        -----                  -----
               Total interest expense..............................                     6,657                  6,229
                                                                                        -----                  -----
               Net interest income.................................                     6,122                  5,833
Provision for loan losses..........................................                      (830)                  (750)
                                                                                        -----                  -----
Net interest income after provision for loan losses................                     6,952                  6,583
                                                                                        -----                  -----
Noninterest Income:
     Service charges on deposit accounts...........................                       525                    509
     Gain (loss) on sale of securities.............................                        --                   (228)
     Other noninterest income......................................                       332                    373
                                                                                        -----                  -----
             Total noninterest income..............................                       857                    655
                                                                                        -----                  -----
Noninterest Expense:
        Salaries and employee benefits.............................                     2,750                  2,340
        Net occupancy and equipment expense........................                       633                    239
        Other noninterest expense..................................                     1,527                  2,137
                                                                                        -----                  -----
                Total noninterest expense..........................                     4,910                  4,716
                                                                                        -----                  -----
                Earnings before income taxes.......................                     2,899                  2,522
Income taxes.......................................................                       613                    617
                                                                                        -----                  -----
                Net earnings.......................................                    $2,286                 $1,905
                                                                                     ========               ========
                                                                         
Per Share Information:
         Net earnings..............................................                     $0.62                  $0.51
         Weighted average shares outstanding.......................                 3,668,163              3,777,017
                                                                         
                                    See notes to consolidated financial statements.
</TABLE>

          
             CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                                                         
             Nine Months Ended September 30, 1996 and 1995
                           (unaudited)
<TABLE>
<CAPTION>

                                                                         
                                                                       1996            1995
                                                                       ----            ----
                                                                   (dollar amounts in thousands)
                                                           
<S>                                                                   <C>             <C>
Cash flows from operating activities:
   Net earnings                                                       $2,286          $1,905
     Adjustments to reconcile net earnings to net cash provided by
     operating activities:
     Provision for loan losses                                          (830)           (750)
     Depreciation expense                                                288             283
     Amortization and accretion, net                                     109             111
     Loss (gain) on sale of securities                                   -0-             228
     Changes in assets and liabilities:
         (Increase) Decrease in other assets                             (57)           1,330
          Decrease in other liabilities                                 (140)           (255)
                                                                      ------          ------
      Net cash provided by operating activities                        1,656           2,852
                                                                      ------          ------
Cash flows from investing activities:
   Decrease (increase) in interest earning deposits                    2,400          (1,100)
   Proceeds from maturities and pay-downs of investment securities    14,435          10,191
   Proceeds from sales of investment securities available for sal        -0-           3,757
   Purchases of investment securities                                (20,558)        (13,524)
   Net increase in loans                                              (5,865)           (195)
   Additions to premises and equipment                                (2,986)           (517)
                                                                     ------          ------
      Net cash used in investing activities                         (12,574)         (1,388)
                                                                     ------          ------
Cash flows from financing activities:
   Net (decrease) increase in deposits                                9,389            (192)
   Net increase (decrease) in short term borrowings                     688          (6,615)
   Cash dividends paid                                                 (582)           (481)
   Purchase of treasury stock                                          (573)             --
                                                                     ------          ------
       Net cash provided by (used in) financing activities            8,922          (7,288)
                                                                     ------          ------
     Net decrease in cash and cash equivalents                       (1,996)         (5,824)
Cash and cash equivalents at beginning of period                     25,251          22,102
                                                                     ------          ------
Cash and cash equivalents at end of period                          $23,255         $16,278
                                                                     ======         =======
Supplemental disclosures of cash flow information:
   Cash paid during the period:
      Interest                                                        6,502           6,241
      Income taxes                                                      838             140

See notes to consolidated financial statements.
</TABLE>
                                     
Central and Southern Holding Company
and Subsidiaries
Notes to Consolidated Condensed Financial Statements

(1)  Basis of Presentation

The consolidated condensed financial statements include the accounts
of Central and Southern Holding Company (the "Company") and its
wholly owned subsidiaries, The Central and Southern Bank of Georgia
and The Central and Southern Bank of North Georgia, formerly The
Central and Southern Bank of Greensboro.  All significant
intercompany accounts and transactions have been eliminated in
consolidation.

The consolidated condensed financial statements reflect all
adjustments which are, in the opinion of management, necessary to
fairly present the consolidated financial position and results of
operations for the periods covered herein and should be read in
conjunction with the Annual Report on Form 10-K.  All such
adjustments are of a normal recurring nature.

      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                           RESULTS OF OPERATIONS

Financial Condition

At the end of the third quarter 1996, total assets had increased
$9,987,000 from December 31, 1995.  Total loans, net of unearned,
increased $6,694,000 from December 31, 1995. The loan increase is
attributable to increased demand for loans in the markets the
Company serves.  Balance sheet growth is being enhanced by the
Company's expansion program.  The Company branched into Barrow
County, Georgia during the second quarter and the Barrow County
operation has contributed to the overall growth of the balance
sheet.  Another branch will open in November in Hall County,
Georgia, to capitalize on this high growth area of the state.  The
Central and Southern Bank of North Georgia, formerly The Central and
Southern Bank of Greensboro, became a federally chartered savings
bank on April 1, 1996.  The primary reason for conversion to a
saving bank was to take advantage of branching capabilities under
the savings charter which are restrictive for commercial banks in
the State of Georgia.  The branching will allow the Company to
expand into growth markets within the state.

Total liabilities increased $9,570,000 from year-end 1995.
Noninterest-bearing deposits were up $1,419,000 by the end of the
quarter due in part to the cyclical nature of these deposits.
Interest-bearing deposits were up $7,970,000 due to the new markets
being opened by the Company.

The Company paid a $.0575 dividend on its common stock on September
30, 1996.  The financial strength of the Company continues to
improve along with the ability to pay, and possibly increase, the
dividend payout.

Results of Operations

For the three-month period ended September 30,the Company recorded
net income of $762,000 as compared to $668,000 for the same period
in 1995.  This net increase is due primarily to the following:
     Net interest income increased $102,000.
     Total noninterest income increased $87,000.
     Total noninterest expense increased $216,000.
     The reasons for these changes are discussed below.

For the nine-month period ended September 30, the Company recorded net
income of $2,286,000 as compared to $1,905,000 for the same period in
1995.  This net increase is due primarily to the following:
     Net interest income increased $289,000.
     Total noninterest income increased $202,000.
     Total noninterest expense increased $194,000.
     The reasons for these changes are discussed below.

Net Interest Income
-------------------
Net interest income increased moderately in comparing the three month
periods.  However, average earning assets increased approximately $15
million and average interest-bearing liabilities increased approximately
$14 million. Yields on earning assets declined by ten (10) basis points
and costs of interest-bearing liabilities decreased by three (3) basis
points. The net interest margin decreased slightly from the comparable
period to 4.20% from 4.30%.

For the nine-month period, net interest income is up $289,000. The main
reason for the increase is due to average interest-earning assets
increasing $9.8 million while interest-bearing liabilities increasing only
$6.9 million. The net interest margin declined slightly to 4.21% compared
to 4.22% for the comparable period.

Provision for Loan Losses
-------------------------
The Company recorded a negative provision of $270,000 for the third
quarter 1996.  The Company had net recoveries during the quarter of
$230,000 from prior period charge offs, the majority of recoveries
being sales finance loans. Management anticipates the net recovery
trend will continue due to the anticipated decline in charge offs
and continued recoveries of prior period charge offs.  Management
will monitor and adjust the level of the allowance for loan losses
in relation to this net recovery stream, as well as the overall
level of the allowance for loan losses to loans outstanding.

The Company recorded a negative provision of $830,000 for the nine-month
period ended September 30, 1996. Net recoveries for the period were
$830,000.

  ASSET QUALITY (in thousands)         9/30/96   12/31/95  Change   Percent
                                                                  
 Loans past due 90 days or more           $117        $12   (105)   -875.0%
 Nonaccrual loans                          476        796   (320)    -40.2%
                                          ----       ----   ----          
   Total nonperforming loans               593        808   (215)    -26.6%
                                                                       
   Other real estate owned                 306        594   (288)    -48.5%
                                          ----       ---    ----          
   Total nonperforming assets             $899     $1,402   (503)    -35.9%
                                         =====      =====   =====
  Nonperforming loans/Total loans         0.49%     0.71%
  Nonperforming assets/Total assets       0.41%     0.67%
         
Nonperforming Assets
--------------------
The table above illustrates the changes in the level of
nonperforming assets over the past quarters. Declining past-due
loans and workouts of nonaccrual loans have contributed to the
improved condition.  The coverage ratios have improved dramatically
over the same periods.  Management anticipates the levels of
nonperforming loans and assets to remain at relatively low levels.

Noninterest Income
------------------
The Company's main source of noninterest income is service charges
on deposit accounts which are up slightly in comparison to last
year.

The loss on the sale of securities of $228,000 in 1995 was the major
contributor of the overall increase for the nine-month period in 1996.

Noninterest Expense
-------------------
Salaries and occupancy expense are up due to the Company's recent
hiring of additional personnel required to open two new branches of
a subsidiary bank.  Other noninterest expenses are down for the
three-month period due to the overall improved operations of the
Company.  Through the consolidation of several administrative and
clerical functions, the Company has taken necessary steps to improve
its efficiencies without harming the delivery of services.
Management does not expect to see continued improvement in the
noninterest expenses of the Company in the near future due to
expansion of the Company's banking markets and the additional short
term costs associated with the process.

For the nine-month period ended September 30, 1996, noninterest expense is
up $194,000.  Salaries and employee benefits are up $410,000 due to the
increased staffing necessary for the opening of new branch banks of a
subsidiary.

Interest Rate Sensitivity Management
------------------------------------
Interest  rates play a major part in the net interest  income  of  a
financial institution.  The sensitivity to rate changes is known  as
"interest rate risk."  The repricing of interest-earning assets  and
interest-bearing  liabilities  can  influence  the  changes  in  net
interest   income.    As  part  of  the  Company's   asset/liability
management  program, the timing of repricing assets and  liabilities
is  referred to as Gap management.  It is the policy of the  Company
to maintain a Gap ratio in the one-year time horizon of .80 to 1.20.
The  table  below has two measures of Gap, regulatory and management
adjusted.   The regulatory Gap considers only contractual maturities
or repricings.  The management adjusted Gap considers such things as
prepayments  on  certain   interest-rate sensitive  assets  and  the
circumstances  under  which core deposits  are  repriced.   Although
interest-bearing transaction accounts are available  to  reprice  in
the  three-month window, historical experience shows these  deposits
to  be  more  stable over the course of one year.  This  management-
adjusted Gap indicates the Company to be somewhat asset sensitive in
relation to changes in market interest rates.
<TABLE>
<CAPTION>
GAP ANALYSIS (cumulative)
                                             Regulatory Defined
                                   3-month     6-month      1-year
                                        (dollars in thousands)
                                   -------------------------------
                                                       
   <S>                              <C>        <C>        <C>
   Rate Sensitive Assets (RSA)      84,122      98,985     116,795
   Rate Sensitive Liabilities(RSL)  80,947     103,638     137,280
                                    ------      ------      ------
   RSA minus RSL (Gap)               3,175      (4,653)    (20,485)
                                    ======     =======     =======
   Gap Ratio (RSA/RSL)                1.04         .96         .85
</TABLE>
<TABLE>
<CAPTION>

                                             Management Defined
                                   3-month      6-month     1-year
                                        (dollars in thousands)
                                   -------------------------------                    
   <S>                              <C>          <C>       <C>
   Rate Sensitive Assets (RSA)      84,234       99,001    116,244
   Rate Sensitive Liabilities(RSL)  60,473       88,063    126,604
                                    ------       ------     ------
   RSA minus RSL (Gap)              23,761       10,938    (10,360)
                                    ======      =======    =======
   Gap Ratio (RSA/RSL)                1.39         1.12        .92
</TABLE>


The  Company  uses  simulation analysis to monitor  changes  in  net
interest  income  due  to  changes in market  interest  rates.   The
simulation  of  rising, declining, and a most likely  interest  rate
scenario  allows  management to monitor  and  adjust  interest  rate
sensitivity  to minimize the impact of market interest rate  swings.
Each  month  management updates all available data  concerning  cash
flows  of assets and liabilities, changes in market interest  rates,
and expectations as to new volumes of loans.

LIQUIDITY

     Liquidity is an important factor in the financial condition  of
the  Company and affects the Company's ability to meet the borrowing
needs and deposit withdrawal requirements of its customers.  Assets,
consisting  principally  of  loans and  investment  securities,  are
funded by customer deposits,  purchased funds, and borrowed funds.

     The  investment  portfolio  is one  of  the  Company's  primary
sources  of liquidity.  Maturities of securities provide a  constant
flow  of  funds  which  are  available for  cash  needs.  Investment
securities  that  contractually mature within one  year  total  $6.2
million.  However,  mortgage-backed securities and  securities  with
call  provisions  create  cash flows earlier  than  the  contractual
maturities.   Estimates of prepayments on mortgage  backs  and  call
provisions  on  other securities increase the forecasted  cash  flow
from the investment portfolio within one year to approximately $20.0
million.   Maturities in the loan portfolio also  provide  a  steady
flow  of  funds.  The  projected repayments on the  Company's  sales
finance  portfolio  are $1 million within one year.   The  Company's
liquidity also continues to be enhanced by a relatively stable  core
deposit base.  At September 30, 1996, the loan-to-deposit ratio  was
63.6%.

SHAREHOLDERS' EQUITY

     The  Company maintains a ratio of shareholders' equity to total
assets  that  is  adequate  relative  to  industry  standards.   The
Company's  ratio of shareholders' equity to total assets was  10.59%
at September 30, 1996, compared to 10.90% at December 31, 1995.

     The  Company  and its subsidiary banks are required  to  comply
with  capital adequacy standards established by the Federal  Reserve
and  the  FDIC.  Currently, there are two basic measures of  capital
adequacy: risk-based measure and  leverage measure.

      The   risk-based  capital  standards  are  designed  to   make
regulatory  capital requirements more sensitive  to  differences  in
risk profile among banks and bank holding companies, to account  for
off-balance  sheet  exposure and to enhance the  value  of   holding
liquid assets. The resulting capital ratios represent capital  as  a
percentage  of  total  risk-weighted assets  and  off-balance  sheet
items.   Recently  the Federal Reserve and the  FDIC  proposed  that
interest  rate  risk  be considered in computing risk-based  capital
ratios.

     The  minimum standard for the ratio of total capital  to  risk-
weighted  assets  is  8%.  At least 50% of that capital  level  must
consist  of  common  equity,  undivided  profits  and  noncumulative
perpetual   preferred  stock,  less  goodwill  and   certain   other
intangibles  ("Tier I capital").  The remainder ("Tier II  capital")
may  consist of a limited amount of other preferred stock, mandatory
convertible  securities, subordinated debt and a limited  amount  of
the  allowance for loan losses.  The sum of Tier I capital and  Tier
II capital is "total risk-based capital."

     The Federal Reserve and the FDIC also adopted regulations which
supplement  the risk-based guidelines to include a minimum  leverage
ratio  of  3%  of Tier I capital to total assets less goodwill  (the
"leverage  ratio").   Depending  upon  the  risk  profile   of   the
institution and other factors, the regulatory agencies may require a
leverage 1% to 2% higher than the minimum 3% level.

Capital Levels
<TABLE>
<CAPTION>
                                                    
                                 Milledgeville     North Georgia    Consolidated
                                 -------------     -------------    ------------
<S>                                  <C>              <C>              <C>
Tier 1 Capital Leverage Ratio        11.47%            7.90%           10.31%
                                                    
Tier 1 Risk-based Capital Ratio      19.15%           10.91%           16.53%
Tier 2 Risk-based Capital Ratio       1.25%            1.25%            1.25%
                                     -----            -----            -----
Total Risk-based Capital Ratio       20.40%           12.16%           17.78%
                                    ======           ======           ======
</TABLE>



Part II.  Other Information

Item 1.  Legal Proceedings
         (Not Applicable)

Item 2.  Changes in Securities
         (Not Applicable)

Item 3.  Defaults Upon Senior Securities
         (Not Applicable)

Item 4.  Submissions of Matters to a Vote of Securities Holders
         (Not Applicable)

Item 5.  Other Information
         (Not Applicable)

Item 6.  Exhibits and Reports on Form 8-K

(A)  Exhibits

Exhibit No. 27    Financial Data Schedule

(B)  No reports filed on Form 8-K
                                     
                                SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934,
the Corporation has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



CENTRAL AND SOUTHERN HOLDING COMPANY
------------------------------------
Registrant



Date                               /s/ Robert C. Oliver
                                   Robert C. Oliver
                                   President & Chief Executive Officer


Date                               /s/ Michael E. Ricketson
                                   Michael E. Ricketson
                                   Chief Accounting Officer

1