UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the quarterly period ended June 30, 2005


                        Commission File Number 000-51268

                          RIDGEWOOD ENERGY M FUND, LLC
             (Exact name of registrant as specified in its charter)


                  Delaware                               13-4285167
      (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)                Identification No.)


                  1314 King Street, Wilmington, Delaware 19801
               (Address of principal executive offices) (Zip code)



                                 (201) 447-9000
              (Registrant's telephone number, including area code)



    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 [ ] No [X]

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

    As of August 15, 2005 there were 535.682 shares of beneficial interest of
the registrant outstanding.





<PAGE>



                                Table of Contents



<TABLE>
<CAPTION>
                                                                                                            Page

<S>                                                                                                           <C>
Part I - FINANCIAL INFORMATION ...............................................................................3
Item 1. Financial Statements: ................................................................................3
     Balance Sheets (unaudited) as of June 30, 2005 and December 31, 2004 ....................................3
     Statement of Operations (unaudited) for the three and six months ended June 30, 2005 ....................4
     Statement of Cash Flow (unaudited) for the six months ended June 30, 2005 ...............................5
     Notes to Unaudited Financial Statements .................................................................6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ................8
Item 3. Quantitative and Qualitative Disclosures About Market Risk ...........................................10
Item 4. Controls and Procedures ..............................................................................10

Part II - OTHER INFORMATION ..................................................................................11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ..........................................11
Item 6. Exhibits .............................................................................................11
SIGNATURES ...................................................................................................12
</TABLE>







                                       2
<PAGE>


PART I.      FINANCIAL INFORMATION

Item 1.  Financial Statements

                          RIDGEWOOD ENERGY M FUND, LLC

                                 BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                            June 30, 2005          December 31, 2004
                                                                             (Unaudited)
<S>                                                                         <C>                        <C>
                                      ASSETS
Current assets:
Cash and cash equivalents                                                     $ 56,250,889            $ 62,461,036
Due from affiliate                                                                  17,892                  19,595
Prepaid expenses                                                                     5,002                  35,012
                                                                              ------------            ------------
Total current assets                                                            56,273,783              62,515,643

Oil and gas properties:
     Drilling and development costs                                              6,723,329                      --
                                                                              ------------            ------------

Total assets                                                                  $ 62,997,112            $ 62,515,643
                                                                              ============            ============
                       LIABILITIES AND SHAREHOLDERS' CAPITAL
Current liabilities:
Accounts and accrued expenses payable                                         $  5,254,596            $    365,663
Due to affiliate                                                                     5,000                 436,772
                                                                              ------------            ------------
Total current liabilities                                                        5,259,596                 802,435
                                                                              ------------            ------------
Commitments and contingencies (Note 4)

Shareholders' capital:
Capital contributions, net of fees, and syndication costs
(834 shares authorized, 535.682 and 536.182 issued and
outstanding at June 30, 2005 and December 31, 2004,respectively)                70,290,067              70,358,877
Subscriptions receivable                                                                --                (680,000)
Retained deficit                                                               (12,552,551)             (7,965,669)
                                                                              ------------            ------------
Total shareholders' capital                                                     57,737,516              61,713,208
                                                                              ------------            ------------
Total liabilities and shareholders' capital                                   $ 62,997,112            $ 62,515,643
                                                                              ============            ============


         The accompanying notes are an integral part of these financial statements.
</TABLE>



                                       3
<PAGE>


                          RIDGEWOOD ENERGY M FUND, LLC

                             STATEMENT OF OPERATIONS

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                          Three months             Six months
                                                             ended                   ended
                                                         June 30, 2005           June 30, 2005
                                                        ---------------         --------------
<S>                                                       <C>                   <C>
Revenue
         Interest income                                   $   362,785            $   531,819
                                                           -----------            -----------
Expenses
         Dry Hole Costs                                      3,903,303              3,903,303
         Management fees                                       484,538                986,967
         Lease operating expenses                               25,099                 49,794
         Insurance                                             147,815                162,820
         Other general and administrative expenses               9,750                 15,817
                                                           -----------            -----------
                    Total expenses                           4,570,505              5,118,701
                                                           -----------            -----------
                    Net loss                               $(4,207,720)           $(4,586,882)
                                                           -----------            -----------


         The accompanying notes are an integral part of these financial statements.

</TABLE>



                                       4
<PAGE>


                          RIDGEWOOD ENERGY M FUND, LLC

                             STATEMENT OF CASH FLOWS

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                               Six months
                                                                                  ended
                                                                              June 30, 2005
<S>                                                                           <C>
Cash flows used in operating activities
     Net loss                                                                  $ (4,586,882)
                                                                               ------------
     Adjustments to reconcile net loss to net cash and cash equivalents
     used in operating activities
         Purchase of oil and gas properties                                      (6,723,329)
         Changes in assets and liabilities
            Decrease in due from affiliate                                            1,703
            Decrease in prepaid expenses                                             30,010
            Increase in accounts and accrued expenses payable                     4,888,933
            Decrease in due to affiliate                                           (431,772)
                                                                               ------------
            Total adjustments                                                    (2,234,455)
                                                                               ------------
            Net cash used in operating activities                                (6,821,337)
                                                                               ------------
Cash flows from financing activities
     Contributions from shareholders, net of fees and syndication
     costs                                                                          611,190
                                                                               ------------
         Net cash provided by financing activities                                  611,190
                                                                               ------------
            Net decrease in cash and cash equivalents                            (6,210,147)

            Cash and cash equivalents, beginning of period                       62,461,036
                                                                               ------------
            Cash and cash equivalents, end of period                           $ 56,250,889
                                                                               ------------


         The accompanying notes are an integral part of these financial statements.
</TABLE>



                                       5
<PAGE>

                          RIDGEWOOD ENERGY M FUND, LLC

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

1. Organization and Purpose

The Ridgewood Energy M Fund, LLC ("Fund"), a Delaware limited liability company,
was formed on August 2, 2004 and operates pursuant to a limited liability
company agreement ("Agreement") dated as of September 7, 2004 by and among
Ridgewood Energy Corporation ("Manager"), and the shareholders of the Fund.

The Fund was organized to acquire, drill, construct and develop natural gas and
oil properties located in the United States offshore waters of Texas and
Louisiana in the Gulf of Mexico.

2. Summary of Significant Accounting Policies

     Basis of presentation

These interim financial statements have been prepared by the Fund's management,
without audit, in accordance with accounting principles generally accepted in
the United States of America and in the opinion of management, contain all
adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the Fund's financial position, results of operations and cash
flows for the periods presented. Certain information and note disclosures
normally included in annual financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have
been omitted in these interim financial statements. The results of operations,
financial position, and cash flows for the periods presented herein are not
necessarily indicative of future financial results. These interim financial
statements should be read in conjunction with the annual financial statements
and the notes thereto for the period ended December 31, 2004 included in the
Fund's Registration Statement on Form 10 filed with the SEC, as it may be
amended from time to time. The Fund had no business operations or activities
prior to September 7, 2004 and therefore, no comparable financial information is
provided for the period ended June 30, 2004.

     Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. On an ongoing basis, the Manager reviews its
estimates, including those related to environmental liabilities, impairment
allowance and determination of proved reserves. Actual results may differ from
those estimates.

     Oil and gas properties

Investments in oil and gas properties were operated by unaffiliated entities
("Operators") who are responsible for drilling, administering and producing
activities for leases jointly owned by working interest owners pursuant to the
terms of the applicable Operating Agreements. The Fund's portion of exploration,
drilling, operating and capital equipment expenditures relating to the wells are
advanced and billed by Operators through authorization for expenditures.

The successful efforts method of accounting for oil and gas producing activities
is followed. Costs to acquire mineral interests in oil and gas properties, drill
and equip exploratory wells to find proved reserves, drill and equip
developmental wells and related asset retirement costs are capitalized. Costs to
drill exploratory wells that do not find proved reserves, geological and
geophysical costs and costs of carrying and retaining unproved properties are
expensed. There were $3,903,303 of dry hole costs expensed for the three months
ended June 30, 2005.

Unproved oil and gas properties that are individually significant are
periodically assessed for impairment of value, and a loss recognized in the
event of impairment by providing an impairment allowance. Capitalized
acquisition costs of producing oil and gas properties after recognizing
estimated salvage values are depreciated and depleted by the unit-of-production
method.

     Revenue Recognition

Oil and gas sales will be recognized when delivery is made by the Operator to
the purchaser and title transferred, i.e., production has been delivered to a
pipeline or transport vehicle.

Interest income is recognized when earned.

                                       6
<PAGE>

     Assets Retirement Obligations

For a substantial portion of the assets, there are obligations to perform
removal and remediation activities when the asset is retired. However, the fair
value of the asset retirement obligations cannot be reasonably estimated, since
the retirement dates are indeterminate. Asset retirement obligations will be
recognized in the period the retirement dates are determined.

     Impairment of Long-Lived Assets

In accordance with the provisions of SFAS No. 144, Accounting for the Impairment
of Long-Lived Assets, the long-lived assets, such as oil and gas properties, are
evaluated when events or changes in circumstances indicate that the carrying
value of such assets may not be recoverable. The determination of whether
impairment has occurred is made by comparing the future carrying value to the
estimated future discounted cash flows attributable to that asset. The
impairment loss recognized is the excess of the carrying value over the greater
of the future discounted cash flows attributable to the asset or the estimated
fair value of the asset.

     Depletion and Amortization

Acquisition costs of proved properties are depleted (or amortized) on the basis
of units of production and total estimated units of proved, developed and
undeveloped reserves. Other capitalized costs on proved properties are depleted
(or amortized) on the basis of units of production and total estimated units of
proved developed reserves.

     Income Taxes

No provision is made for income taxes in the financial statements as the income
or losses are passed through and included in the tax returns of the individual
shareholders.

     Cash and cash equivalents

All highly liquid investments with maturities when purchased of three months or
less are considered as cash and cash equivalents. At times, bank deposits may be
in excess of federal insured limits.

     Income and Expense Allocation

Profits and losses are to be allocated 85 % to shareholders in proportion to
their relative capital contributions and 15% to the Manager, except for items of
expense, loss, deduction and credit attributable to the expenditure of
shareholders' capital contributions which are allocated 99% to shareholders and
1% to the Manager.

3. Transactions with Manager

A management agreement provides that the Manager render management,
administrative and advisory services. For such services, the Manager receives an
annual management fee, payable monthly, of 2.5% of total capital contributions
and receives 15% of distributions made out of operating income by the Fund. For
the three months ended and the period ended June 30, 2005, a management fee of
$484,538 and $986,967 respectively was paid. There have been no distributions
made by the Fund.

From time to time, short-term payables and receivables, which do not bear
interest, arise from transactions with affiliates in the ordinary course of
business.

The Fund co-invests with affiliated funds managed by the Manager to acquire and
develop oil and gas projects.

4. Commitments and Contingencies

     Environmental Considerations

The exploration for and development of oil and gas involves the extraction,
production and transportation of materials which, under certain conditions, can
be hazardous or cause environmental pollution problems. The Manager and the
Operators are continually taking action they believe appropriate to satisfy
applicable federal, state and local environmental regulations and do not
currently anticipate that compliance with federal, state and local environmental
regulations will have a material adverse effect upon capital expenditures,
earnings or the competitive position in the oil and gas industry. However, due
to the significant public and governmental interest in environmental matters
related to those activities, the Manager cannot predict the effects of possible
future legislation, rule changes, or governmental or private claims.

                                       7
<PAGE>

     Salvage Fund

Pursuant to the Fund's Operating Agreement, a portion of monthly net revenue
will be reserved in Salvage Funds, which will be separated into interest bearing
accounts, until a Salvage Fund contains an amount equal to the anticipated cost
of dismantling and removing production wells and platforms, in accordance with
applicable federal and state laws and regulations. Currently, the fair value of
the asset retirement obligations cannot be reasonably estimated, as the
retirement dates are indeterminate.

     Insurance Coverage

The Fund is subject to all risks inherent in the exploration for and development
of oil and gas. Insurance coverage as is customary for entities engaged in
similar operations is maintained, but losses may occur from uninsurable risks or
amounts in excess of existing insurance coverage. The occurrence of an event
which is not insured or not fully insured could have an adverse impact upon
earnings and financial position.

5.  Subsequent Event

In August 2005, one of the wells was determined to be a dry hole. Drilling and
development costs of $3,903,303 are reflected as dry hole costs on the
accompanying Statement of Operations.

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

            Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including all documents incorporated by
reference, includes "forward-looking" statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act") and Section
21E of the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995, and the "safe harbor" provisions
thereof. These forward-looking statements are usually accompanied by the words
"anticipates," "believes," "plan," "seek," "expects," "intends," "estimates,"
"projects," "will likely result," "will continue," "future" and similar terms
and expressions. The forward-looking statements in this Quarterly Report on Form
10-Q reflect our current views with respect to future events and financial
performance. These forward-looking statements are subject to certain risks and
uncertainties, including, among other things, the high-risk nature of natural
gas exploratory operations, the fact that our drilling activities are managed by
third parties, the volatility of natural gas prices and extraction, and those
other risks and uncertainties discussed in the Fund's Registration Statement on
Form 10 filed with the Securities and Exchange Commission that could cause
actual results to differ materially from historical results or those
anticipated. In light of these risks and uncertainties, there can be no
assurance that the forward-looking information contained in this Quarterly
Report on Form 10-Q will in fact occur or prove to be accurate. Readers should
not place undue reliance on the forward-looking statements contained herein,
which speak only as of today's date. We undertake no obligation to publicly
revise these forward-looking statements to reflect events or circumstances that
may arise after today. All subsequent written or oral forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by this section.

Critical Accounting Policies and Estimates

The following discussion and analysis of our financial condition and operating
results are based on our financial statements. The preparation of this Quarterly
Report on Form 10-Q requires us to make estimates and assumptions that affect
the reported amount of assets and liabilities, disclosure of contingent assets
and liabilities at the date of our financial statements, and the reported amount
of revenue and expenses during the reporting period. Actual results may differ
from those estimates and assumptions. See "Notes to Unaudited Financial
Statements" in Part I of this Form 10-Q for a presentation of the Fund's
critical accounting principles. As there were no business operations prior to
September 7, 2004, no discussion of the prior year period is contained in this
MD&A.

Overview

The Fund commenced active operations on September 7, 2004 when it began its
private offering of shares. During 2004, the Fund raised capital by selling
536.182 shares for $79,013,679. In March 2005, the number of shares changed to
535.682 for non-payment of .05 shares by one investor. The Fund's primary
business is obtaining economic interest in the exploration and development of
natural gas and oil projects. The business activities are managed by Ridgewood
Energy Corporation, the Manager. The Fund does not directly explore for, or
operate, any projects. The Manager, on behalf of the Fund, enters into operating
agreements with third party operators for the exploration and possible
development of projects. These third-party operators manage all day-to-day
activities of projects, determine expenditures and report their activities to
the Manager.

                                       8
<PAGE>

Results of Operations

Interest income for the quarter ended June 30, 2005 was $362,785 as compared to
$169,034 for the quarter ended March 31, 2005. The Fund does not have any
producing properties to date. Total interest income through June 30, 2005 is
$531,819.

The Fund reported a net loss of $4,207,720 for the quarter ended June 30, 2005.
The loss was attributable to management fees totaling $484,538 for the quarter,
well operating expenses of $25,099, insurance expense of $147,815 and dry hole
costs totaling $3,903,303. Other general and administrative expenses totaled
$157,565.

Net losses of $4,586,882 for the period ended June 30, 2005 were attributable to
management fees totaling $986,967, well operating expenses of $49,794, and dry
hole costs of $3,903,303. Other general, administrative and insurance costs for
the same period were $178,637.


Liquidity and Capital Resources

Cash and cash equivalents decreased by $6.2 million during the first six months
of 2005 from $62.5 million at December 31, 2004 to $56.3 million at June 30,
2005.

During the six months ended June 30, 2005, the Fund received cash contributions,
net of fees and syndication costs of $611,190 and interest income of $531,819.
The Fund purchased oil and gas properties totaling $10.6 million of which $3.9
million was written off as dry hole costs. The balance of cash was used to pay
investment fees, management fees and lease operating expenses during the
quarter. Approximately $5.3 million of the purchased oil and gas properties is
included in accrued expenses at June 30, 2005.


Through June 30, 2005, the Fund has not declared or paid cash dividends to its
shareholders. The Manager may distribute available cash from operations which
includes cash received by the Fund from the operation of the business (not
including cash flow from dispositions and investor capital contributions), less
well operating expenses and other cash expenditures and less reserves for
operating expenses, plug and abandonment costs and certain other actual and
contingent liabilities. Distributions may include funds derived from the release
of cash from operating reserves. Further, distributions will be made from
operating cash flows rather than net income, or from available cash reserves in
some instances. For purposes of generally accepted accounting principles,
amounts of distributions in excess of accounting income may be considered to be
capital in nature.

Future Trends

Revenue to the Fund is sensitive to changes in price received for natural gas
production. Prevailing market prices fluctuate in response to many factors that
are outside of our control such as the supply and demand for natural gas.
Availability of alternative fuels also impacts the supply while other economic
factors may impact the demand.

High natural gas prices have resulted in a strong demand for and a tight supply
of drilling rigs necessary to drill new wells. The increased cost in daily rig
rates could have a negative impact on the return to investors in the Fund. The
shortage of drilling rigs could delay the employment of capital to such projects
and thus delay revenue from operations.

Wells drilled may not have commercially productive natural gas reservoirs. In
such an event, the Funds' revenue, future results of operations and financial
condition would be adversely impacted.

Estimated Capital Expenditures

The Fund has entered into multiple Offshore Operating Agreements for the
drilling and development of its investment properties. The estimated capital
expenditures associated with these agreements can vary depending on the stage of
development on a property-by-property basis. As of June 30, 2005, such estimated
capital expenditures total $14.3 million, all of which is expected to be paid
within the following 12 months.

The Manager receives an annual management fee of 2.5% of total capital
contributions for administrative and advisory services as well as reimbursement
of expenses. As additional compensation for its duties as Manager, it will also
receive maximum 15% of distributions made out of operating income by the Fund.

                                       9
<PAGE>

<TABLE>
  Estimated Capital Expenditures
  As of June 30, 2005                                    Total                  Less than one year        1-3 years
  -------------------                                    -----                  ------------------        ---------
 <S>                                                     <C>                    <C>                       <C>
  Projects
       West Cameron 77 #2 ("Mustang") (i)                12,246,899             12,246,899                0
       Main Pass 155  (i)    Dry                         2,055,800              2,055,800                 0  See Subsequent Event
  Fund Expenses
       Management Fees  (ii)                             2,532,705              2,009,716                 522,989
       Accounting & Legal  (ii)                          74,340                 35,400                    38,940
       Insurance Expense  (iii)                          342,850                282,830                   (iv)60,020
</TABLE>

i)       Assumes the wells are commercially successful. If one or more of
         the wells is dry, the development capital will be reallocated to
         one or more new unspecified projects. The Main Pass 155 Project
         was a dry hole, therefore, of the estimated capital expenditures
         of $33,217,503 at March 31, 2005, the development capital of
         $31,161,703 will be reallocated.
ii)      Although the management fee and legal and accounting fees are
         typically paid from operating income, we are estimating that two
         years of expense may be spent from Fund reserves until revenue
         reaches such levels.
iii)     Insurance expense represents $60,020 annually of Directors and
         Officers coverage that is allocated equally over 12 months in
         addition to well control insurance that is expensed in the quarter
         the well is spud (starts drilling). The well control insurance
         expense varies by well based on the projected depth of the well
         and as the Fund's working interest percentage in the well.
iv)      There will be additional well control insurance which cannot be
         estimated at the current time if one of the above wells is deemed
         unsuccessful.

Cash Reserves

The Fund is maintaining cash reserves of $41.9 million to be used for cost
overruns, new projects, project development costs or Fund expenses.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

The principal market risks to which the Fund is exposed that may adversely
impact the Fund's results of operations and financial position are changes in
oil and gas prices. The Fund has no market risk sensitive instruments held for
trading purposes.

Item 4.  Controls and Procedures

(a)     Evaluation of Disclosure Controls and Procedures

The Fund's Chief Executive Officer and Chief Financial Officer, with the
participation and assistance of other members of management, have evaluated the
effectiveness of the design and operation of the Fund's disclosure controls and
procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended) as of the end of the period covered
by Quarterly Report on Form 10-Q. Based upon that evaluation, the Fund's Chief
Executive Officer and the Chief Financial Officer have concluded that the Fund's
disclosure controls and procedures are effective, as of the end of the period
covered by this Quarterly Report on Form 10-Q.

We do not expect that our disclosure controls or our internal controls will
prevent all errors and all instances of fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the system are met. Further, the design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that we have detected all our control issues and
instances of fraud, if any. The design of any system of controls also is based
partly on certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions.

(b)     Changes in Internal Control over Financial Reporting

No change in the Fund's internal control over financial reporting occurred
during the Fund's most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Fund's internal control over
financial reporting.


                                       10
<PAGE>


Part II.       Other Information

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

During the six months ended June 30, 2005, the Fund refunded $127,000 of sales
of Fund shares and collected $680,000 of previously recorded subscriptions
receivables for the sale of Fund shares.

Item 6.  Exhibits

   31.1  Certification of Robert E. Swanson, Chief Executive Officer, pursuant
         to Securities Exchange Act Rule 13a-14(a)

   31.2  Certification of Kathleen P. McSherry, Chief Financial Officer,
         pursuant to Securities Exchange Act Rule 13a-14(a)

   32    Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Robert E.
         Swanson, Chief Executive Officer of the Company and Kathleen P.
         McSherry, Chief Financial Officer of the Company







                                       11
<PAGE>


                                   SIGNATURES

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

                                     RIDGEWOOD ENERGY M FUND, LLC

                                     By:/s/ Robert E. Swanson
                                        ------------------------
Dated:    August 15, 2005               Robert E. Swanson
                                        President and Chief Executive Officer
                                        (principal executive officer)


                                     By:/s/ Kathleen P. McSherry
                                        ---------------------------
Dated:    August 15, 2005               Kathleen P. McSherry
                                        Senior Vice President and Chief
                                        Financial Officer
                                        (principal financial and accounting
                                        officer)




                                       12
<PAGE>


                                  EXHIBIT INDEX





31.1     Certification of Robert E. Swanson, Chief Executive Officer, pursuant
         to Securities Exchange Act Rule 13a-14(a)

31.2     Certification of Kathleen P. McSherry, Chief Financial Officer,
         pursuant to Securities Exchange Act Rule 13a-14(a)

32       Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Robert E.
         Swanson, Chief Executive Officer of the Company and Kathleen P.
         McSherry, Chief Financial Officer of the Company







                                       13