**SECURITIES
          AND EXCHANGE COMMISSION** **WASHINGTON****,****D.C.****20549**  **FORM
          10-Q**  (Mark
          One)  [X]         
          QUARTERLY
          REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
          1934
          FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005  OR  [   ]         
          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT
          OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO _________  Commission
          file number: 000-23543  **UNION
          COMMUNITY BANCORP** (Exact
          name of registrant specified in its charter)  Indiana
                35-2025237(State
                    or other jurisdiction of
                (I.R.S.
                    Employerincorporation
                    or organization)
                Identification 
                    Number)
  221 East Main Street
 Crawfordsville,
          Indiana47933 (Address
          of principal executive offices, including
          Zip Code)  (765)
          362-2400 (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 report), and (2) has been subject to such filing requirements
          for
          the past 90
          days.  Yes [X]   No [   ]  Indicate
          by check mark whether the Registrant is an accelerated filer (as defined
          in Rule
          12b-2 of the Exchange
          Act).  Yes [   ]   No [X]  The
          number of shares of the Registrant’s common stock, without par value,
          outstanding as of September 30, 2005 was 1,939,000.
   1
  Union
        Community Bancorp
 Form
        10-Q
 
 Index
 
 Page
                  No.FORWARD
                  LOOKING STATEMENT
              3PART
                  I.
              FINANCIAL
                  INFORMATION
              4Item
                  1.
              Financial
                  Statements
              4Consolidated
                  Condensed Balance Sheets
              4Consolidated
                  Condensed Statements of Operations
              5Consolidated
                  Condensed Statement of Shareholders’ Equity
              6Consolidated
                  Condensed Statements of Cash Flows
              7Notes
                  to Unaudited Consolidated Condensed Financial Statements
              8Item
                  2.
              Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              10Item
                  3.
              Quantitative
                  and Qualitative Disclosures about Market Risk
              14Item
                  4.
              Controls
                  and Procedures
              14PART
                  II.
              OTHER
                  INFORMATIONItem
                  1.
              Legal
                  Proceedings
              15Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              15Item
                  3.
              Defaults
                  Upon Senior Securities
              15Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              15Item
                  5.
              Other
                  Information
              15Item
                  6.
              Exhibits
              15SIGNATURES
              16EXHIBIT
                  INDEX
              17CERTIFICATIONS
              18
 
 
  2
  **FORWARD
        LOOKING STATEMENT**
 
 This
        Quarterly Report on Form 10-Q (“Form 10-Q”) contains statements which constitute
        forward looking statements within the meaning of the Private Securities
        Litigation Reform Act of 1995. These statements appear in a number of places
        in
        this Form 10-Q and include statements regarding the intent, belief, outlook,
        estimate or expectations of the Company (as defined in the notes to the
        consolidated condensed financial statements), its directors or its officers
        primarily with respect to future events and the future financial performance
        of
        the Company. Readers of this Form 10-Q are cautioned that any such forward
        looking statements are not guarantees of future events or performance and
        involve risks and uncertainties, and that actual results may differ materially
        from those in the forward looking statements as a result of various factors.
        The
        accompanying information contained in this Form 10-Q identifies important
        factors that could cause such differences. These factors include changes
        in
        interest rates; loss of deposits and loan demand to other financial
        institutions; substantial changes in financial markets; changes in real estate
        values and the real estate market; or regulatory changes.
 
  3
  **PART
        I.  FINANCIAL INFORMATION**
 Item
        1.  Financial Statements
 
 **UNION
        COMMUNITY BANCORP AND SUBSIDIARY**
 Consolidated
        Condensed Balance Sheets
 
 September
                  30,
                2005
              
              December
                  31,
                2004(Unaudited)**Assets**Cash
              
              $
              721,990
              
              $
              706,107Interest-bearing
                  demand deposits
              
              
              9,072,294
              
              
              12,781,907Cash
                  and cash equivalents
              
              
              9,794,284
              
              
              13,488,014Interest-bearing
                  deposits
              
              
              115,647
              
              
              115,647Investment
                  securitiesAvailable
                  for sale
              
              
              3,001,390
              
              
              3,037,390Held
                  to maturity
              
              
              108,482
              
              
              151,749Total
                  investment securities
              
              
              3,109,872
              
              
              3,189,139Loans,
                  net of allowance for loan losses of $1,080,000 and
                  $910,000
              
              
              219,105,512
              
              
              217,055,756Premises
                  and equipment
              
              
              4,033,950
              
              
              4,180,346Federal
                  Home Loan Bank stock
              
              
              3,799,400
              
              
              3,720,600Investment
                  in limited partnership
              
              
              1,905,421
              
              
              2,184,092Foreclosed
                  assets and real estate held for development, net
              
              
              1,676,115
              
              
              1,622,516Goodwill
              
              
              2,392,808
              
              
              2,392,808Interest
                  receivable
              
              
              1,048,067
              
              
              1,085,532Cash
                  value of life insurance
              
              
              7,114,895
              
              
              6,899,927Other
                  assets
              
              
              1,104,102
              
              
              965,034Total
                  assets
              
              $
              255,200,073
              
              $
              256,899,411**Liabilities**DepositsNoninterest-bearing
              
              $
              3,882,043
              
              $
              4,515,065Interest-bearing
              
              
              172,425,587
              
              
              183,945,975Total
                  deposits
              
              
              176,307,630
              
              
              188,461,040Federal
                  Home Loan Bank advances
              
              
              42,742,095
              
              
              32,907,898Interest
                  payable
              
              
              664,400
              
              
              651,355Other
                  liabilities
              
              
              2,290,640
              
              
              1,442,176Total
                  liabilities
              
              
              222,004,765
              
              
              223,462,469**Commitments
                  and Contingent Liabilities****Shareholders’
                  Equity**Preferred
                  stock, no par valueAuthorized
                  and unissued - 2,000,000 sharesCommon
                  stock, no-par valueAuthorized
                  - 5,000,000 sharesIssued
                  and outstanding - 1,939,000 and 1,928,000 shares
              
              
              20,889,369
              
              
              20,654,353Retained
                  earnings
              
              
              13,789,249
              
              
              14,401,571Accumulated
                  other comprehensive loss
              
              
              (29,356
              )
              
              (7,615
              )Unearned
                  employee stock ownership plan (ESOP) shares
              
              
              (1,071,221
              )
              
              (1,137,566
              )Unearned
                  recognition and retention plan (RRP) shares
              
              
              (382,733
              )
              
              (473,801
              )Total
                  shareholders’ equity
              
              
              33,195,308
              
              
              33,436,942Total
                  liabilities and shareholders’ equity
              
              $
              255,200,073
              
              $
              256,899,411
 
 See
        notes
        to consolidated condensed financial statements.
 
  4
  **UNION
        COMMUNITY BANCORP AND SUBSIDIARY**
 Consolidated
        Condensed Statements of Operations
 (Unaudited)
 
 Three
                  Months Ended
              
              Nine
                  Months EndedSeptember
                  30
              
              September
                  302005
              
              2004
              
              2005
              
              2004Interest
                  and Dividend IncomeLoans
              
              $
              3,391,664
              
              $
              3,311,308
              
              $
              10,215,328
              
              $
              10,190,544Investment
                  securities
              
              
              28,599
              
              
              34,939
              
              
              70,817
              
              
              96,447Dividends
                  on Federal Home Loan Bank stock
              
              
              42,525
              
              
              40,632
              
              
              121,466
              
              
              122,475Deposits
                  with financial institutions
              
              
              116,880
              
              
              40,103
              
              
              272,446
              
              
              104,928Total
                  interest and dividend income
              
              
              3,579,668
              
              
              3,446,982
              
              
              10,680,057
              
              
              10,514,394Interest
                  ExpenseDeposits
              
              
              1,296,032
              
              
              1,147,832
              
              
              3,757,863
              
              
              3,454,213Federal
                  Home Loan Bank advances
              
              
              536,212
              
              
              423,918
              
              
              1,475,888
              
              
              1,264,278Total
                  interest expense
              
              
              1,832,244
              
              
              1,571,750
              
              
              5,233,751
              
              
              4,718,491Net
                  Interest Income
              
              
              1,747,424
              
              
              1,875,232
              
              
              5,446,306
              
              
              5,795,903Provision
                  for loan losses
              
              
              351,947
              
              
              60,000
              
              
              471,995
              
              
              172,818Net
                  Interest Income After Provision for Loan Losses
              
              
              1,395,477
              
              
              1,815,232
              
              
              4,974,311
              
              
              5,623,085Other
                  IncomeService
                  charges on deposit accounts
              
              
              81,244
              
              
              72,466
              
              
              225,494
              
              
              178,549Equity
                  in losses of limited partnerships
              
              
              (98,247
              )
              
              ---
              
              
              (231,569
              )
              
              ---Other
                  income
              
              
              187,240
              
              
              126,498
              
              
              508,387
              
              
              364,259Total
                  other income
              
              
              170,237
              
              
              198,964
              
              
              502,312
              
              
              542,808Other
                  ExpensesSalaries
                  and employee benefits
              
              
              1,604,876
              
              
              758,784
              
              
              3,205,156
              
              
              2,317,915Net
                  occupancy expenses
              
              
              90,989
              
              
              79,931
              
              
              271,784
              
              
              235,468Equipment
                  expenses
              
              
              82,015
              
              
              79,742
              
              
              241,494
              
              
              251,650Legal
                  and professional fees
              
              
              181,683
              
              
              82,548
              
              
              349,521
              
              
              275,080Data
                  processing fees
              
              
              69,777
              
              
              108,781
              
              
              278,159
              
              
              317,215Advertising
                  expense
              
              
              35,383
              
              
              35,291
              
              
              94,376
              
              
              100,649Other
                  expenses
              
              
              308,509
              
              
              210,816
              
              
              835,096
              
              
              827,395Total
                  other expenses
              
              
              2,373,232
              
              
              1,355,893
              
              
              5,275,586
              
              
              4,325,372Income
                  (Loss) Before Income Tax
              
              
              (807,518
              )
              
              658,303
              
              
              201,037
              
              
              1,840,521Income
                  tax expense (benefit)
              
              
              (371,000
              )
              
              207,400
              
              
              (8,000
              )
              
              538,000Net
                  Income (Loss)
              
              $
              (436,518
              )
              $
              450,903
              
              $
              209,037
              
              $
              1,302,521Basic
                  Earnings (Losses) per Share
              
              $
              (.24
              )
              $
              .25
              
              $
              .12
              
              $
              .69Diluted
                  Earnings (Losses) per Share
              
              
              (.24
              )
              
              .24
              
              
              .11
              
              
              .68Dividends
                  per Share
              
              
              .15
              
              
              .15
              
              
              .45
              
              
              .45
 
 See
        notes
        to consolidated condensed financial statements.
 
  5
  **UNION
        COMMUNITY BANCORP AND SUBSIDIARY**
 Consolidated
        Condensed Statement of Shareholders’ Equity
 For
        the
        Nine Months Ended September 30, 2005
 (Unaudited)
 AccumulatedCommon
                    Stock
                
                
                
                
                
                Other
                
                UnearnedShares
                
                
                
                Comprehensive
                
                Retained
                
                Comprehensive
                
                ESOP
                
                UnearnedOutstanding
                
                Amount
                
                Income
                
                Earnings
                
                Loss
                
                Shares
                
                Compensation
                
                Total**Balances,
                    January 1, 2005**
                
                
                1,928,000
                
                $
                20,654,353
                
                
                
                
                $
                14,401,571
                
                $
                (7,615
                )
                $
                (1,137,566
                )
                $
                (473,801
                )
                $
                33,436,942Comprehensive
                    incomeNet
                    income for the period
                
                
                
                
                
                
                
                $
                209,037
                
                
                209,037
                
                
                
                
                
                
                
                
                
                
                
                209,037Other
                    comprehensive income, net of taxUnrealized
                    losses on securities
                
                
                
                
                
                
                
                
                (21,741
                )
                
                
                
                
                (21,741
                )
                
                
                
                
                
                
                
                (21,741
                )Comprehensive
                    income
                
                
                
                
                
                
                
                $
                187,296Cash
                    dividends ($.45 per share)
                
                
                
                
                
                
                
                
                
                
                
                (821,359
                )
                
                
                
                
                
                
                
                
                
                
                (821,359
                )Stock
                    options exercised
                
                
                11,000
                
                
                161,800
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                161,800Amortization
                    of unearned compensation expense
                
                
                
                
                
                15,020
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                91,088
                
                
                106,088ESOP
                    shares earned
                
                
                
                
                
                58,196
                
                
                
                
                
                
                
                
                
                
                
                66,345
                
                
                
                
                
                124,541**Balances,
                    September 30, 2005**
                
                
                1,939,000
                
                $
                20,889,369
                
                
                
                
                $
                13,789,249
                
                $
                (29,356
                )
                $
                (1,071,221
                )
                $
                (382,733
                )
                $
                33,195,308
 See
        notes
        to consolidated condensed financial statements.
  6
  **UNION
        COMMUNITY BANCORP AND SUBSIDIARY**
 Consolidated
        Condensed Statements of Cash Flows
 (Unaudited)
 
 Nine
                  Months EndedSeptember
                  30,2005
              
              2004Operating
                  ActivitiesNet
                  income
              
              $
              209,037
              
              $
              1,302,521Adjustments
                  to reconcile net income to net cash provided by operating
                  activitiesProvision
                  for loan losses
              
              
              471,995
              
              
              172,818Depreciation
                  and amortization
              
              
              253,712
              
              
              268,872Investment
                  securities accretion, net
              
              
              (273
              )
              
              (350
              )Loss
                  (gain) on sale of real estate owned
              
              
              (13,343
              )
              
              89,539Gain
                  on sale of premises and equipment
              
              
              ---
              
              
              (22,746
              )Equity
                  in losses of limited partnerships
              
              
              231,570
              
              
              ---Amortization
                  of purchase accounting adjustments
              
              
              18,354
              
              
              28,001Amortization
                  of unearned compensation expense
              
              
              106,088
              
              
              78,441ESOP
                  shares earned
              
              
              124,541
              
              
              120,353Net
                  change in:Interest
                  receivable
              
              
              37,465
              
              
              10,682Interest
                  payable
              
              
              13,045
              
              
              (5,896
              )Other
                  adjustments
              
              
              122,400
              
              
              399,072Net
                  cash provided by operating activities
              
              
              1,574,591
              
              
              2,441,307Investing
                  ActivitiesNet
                  change in interest-bearing deposits
              
              
              ---
              
              
              (1,980,883
              )Investment
                  securitiesPurchase
                  of investment securities available for sale
              
              
              ---
              
              
              (50,000
              )Proceeds
                  from sales of investment securities available for sale
              
              
              ---
              
              
              1,000,000Proceeds
                  from maturities of securities held to maturity and paydowns of
                  mortgage-backed securities
              
              
              43,540
              
              
              288,966Net
                  changes in loans
              
              
              (2,928,059
              )
              
              (849,400
              )Additions
                  to real estate owned
              
              
              ---
              
              
              (3,477
              )Proceeds
                  from real estate sales
              
              
              311,050
              
              
              2,035,465Purchases
                  of property and equipment
              
              
              (90,900
              )
              
              (120,738
              )Proceeds
                  from sale of property and equipment
              
              
              ---
              
              
              264,130Other
                  investing activities
              
              
              47,101
              
              
              ---Net
                  cash provided by (used in) investing activities
              
              
              (2,617,268
              )
              
              584,063Financing
                  ActivitiesNet
                  change inInterest-bearing
                  demand and savings deposits
              
              
              (9,116,733
              )
              
              (8,847,061
              )Certificates
                  of deposit
              
              
              (3,036,677
              )
              
              7,291,534Proceeds
                  from borrowings
              
              
              15,000,000
              
              
              ---Repayment
                  of borrowings
              
              
              (5,085,834
              )
              
              (333,488
              )Cash
                  dividends
              
              
              (819,709
              )
              
              (848,145
              )Stock
                  options exercised
              
              
              161,800
              
              
              ---Repurchase
                  of common stock
              
              
              ---
              
              
              (2,956,304
              )Net
                  change in advances by borrowers for taxes and insurance
              
              
              246,100
              
              
              395,793Net
                  cash used in financing activities
              
              
              (2,651,053
              )
              
              (5,297,671
              )Net
                  Change in Cash and Cash Equivalents
              
              
              (3,693,730
              )
              
              (2,272,301
              )Cash
                  and Cash Equivalents, Beginning of Period
              
              
              13,488,014
              
              
              11,888,342Cash
                  and Cash Equivalents, End of Period
              
              $
              9,794,284
              
              $
              9,616,041Additional
                  Cash Flows InformationInterest
                  paid
              
              $
              5,220,706
              
              $
              4,724,387Income
                  tax paid
              
              
              599,313
              
              
              415,583Loans
                  transferred to foreclosed real estate
              
              
              367,722
              
              
              2,260,585
 
 See
        notes
        to consolidated condensed financial statements.
  7
  
 **UNION
        COMMUNITY BANCORP AND SUBSIDIARY**
 Notes
        to
        Unaudited Consolidated Condensed Financial Statements
 
 Note
        1:  Basis of Presentation
 
 The
        consolidated financial statements include the accounts of Union Community
        Bancorp, an Indiana corporation (the “Company”) and its wholly owned subsidiary,
        Union Federal Savings and Loan Association, a federally chartered savings
        and
        loan association (“Union Federal”). A summary of significant accounting policies
        is set forth in Note 1 of Notes to Financial Statements included in the December
        31, 2004 Annual Report to Shareholders. All significant intercompany accounts
        and transactions have been eliminated in consolidation.
 
 The
        interim consolidated financial statements have been prepared in accordance
        with
        instructions to Form 10-Q, and therefore do not include all information and
        footnotes necessary for a fair presentation of financial position, results
        of
        operations and cash flows in conformity with generally accepted accounting
        principles.
 
 The
        interim consolidated financial statements at September 30, 2005, and for
        the
        three and nine months ended September 30, 2005 and 2004, have not been audited
        by independent accountants, but reflect, in the opinion of management, all
        adjustments (which include only normal recurring adjustments) necessary to
        present fairly the financial position, results of operations and cash flows
        for
        such periods. The results of operations for the nine-month period ended
        September 30, 2005, are not necessarily indicative of the results which may
        be
        expected for the entire year. The consolidated condensed balance sheet of
        the
        Company as of December 31, 2004 has been derived from the audited consolidated
        balance sheet of the Company as of that date.
 
 Note
        2:  Earnings Per Share
 
 Earnings
        per share have been computed based upon the weighted-average common shares
        outstanding. Unearned Employee Stock Ownership Plan shares have been excluded
        from the computation of average common shares outstanding.
 
 Three
                  Months Ended
                September
                  30, 2005
              
              Three
                  Months Ended
                September
                  30, 2004Income
                (Loss)
              
              Weighted
                  Average Shares
              
              Per
                  Share Amount
              
              Income
              
              Weighted
                  Average Shares
              
              Per
                  Share AmountBasic
                  earnings per shareIncome
                  (loss) available to common shareholders
              
              $
              (436,518
              )
              
              1,798,902
              
              $
              (.24
              )
              $
              450,903
              
              
              1,819,752
              
              $
              .25Effect
                  of dilutive RRP awards and stock options
              
              
              
              
              
              ---
              
              
              
              
              
              
              
              
              30,198Diluted
                  earnings per shareIncome
                  available to common shareholders and assumed conversions
              
              $
              (436,518
              )
              
              1,798,902
              
              $
              (.24
              )
              $
              450,903
              
              
              1,849,950
              
              $
              .24
 
 
 Nine
                  Months Ended
                September
                  30, 2005
              
              Nine
                  Months Ended
                September
                  30, 2004Income
              
              Weighted
                  Average Shares
              
              Per
                  Share Amount
              
              Income
              
              Weighted
                  Average Shares
              
              Per
                  Share AmountBasic
                  earnings per shareIncome
                  available to common shareholders
              
              $
              209,037
              
              
              1,793,062
              
              $
              .12
              
              $
              1,302,521
              
              
              1,878,838
              
              $
              .69Effect
                  of dilutive RRP awards and stock options
              
              
              
              
              
              36,564
              
              
              
              
              
              
              
              
              29,849Diluted
                  earnings per shareIncome
                  available to common shareholders and assumed conversions
              
              $
              209,037
              
              
              1,829,626
              
              $
              .11
              
              $
              1,302,521
              
              
              1,908,687
              
              $
              .68
 
  8
  Note
        3:  Stock Options
 
 The
        Company has a stock-based employee compensation plan, which is described
        more
        fully in the Notes to Financial Statements included in the December 31, 2004
        Annual Report to Shareholders. The Company accounts for this plan under the
        recognition and measurement principles of APB Opinion No. 25, *Accounting
        for Stock Issued to Employees* ,
        and
        related interpretations. No stock-based employee compensation cost is reflected
        in net income, as all options granted under the plan had an exercise price
        equal
        to the market value of the underlying common stock on the grant date. The
        following table illustrates the effect on net income and earnings per share
        if
        the Company had applied the fair value provisions of Statement of Financial
        Accounting Standards (“SFAS”) No. 123, *Accounting
        for Stock-Based Compensation* ,
        to
        stock-based employee compensation.
  Three
                  Months Ended September 30, 2005
              
              Three
                  Months Ended
                September
                  30, 2004Net
                  income (loss), as reported
              
              $
              (436,518
              )
              $
              450,903Less:
                  Total stock-based employee compensation cost determined under the
                  fair
                  value based method, net of income taxes
              
              
              21,888
              
              
              5,133Pro
                  forma net income (loss)
              
              $
              (458,406
              )
              $
              445,770Earnings
                  (losses) per share:Basic
                  - as reported
              
              $
              (.24
              )
              $
              .25Basic
                  - pro forma
              
              $
              (.25
              )
              $
              .24Diluted
                  - as reported
              
              $
              (.24
              )
              $
              .24Diluted
                  - pro forma
              
              $
              (.25
              )
              $
              .24
 
 
 Nine
                  Months Ended
                September
                  30, 2005
              
              Nine
                  Months Ended
                September
                  30, 2004Net
                  income, as reported
              
              $
              209,037
              
              $
              1,302,521Less:
                  Total stock-based employee compensation cost determined under the
                  fair
                  value based method, net of income taxes
              
              
              65,665
              
              
              15,400Pro
                  forma net income
              
              $
              143,372
              
              $
              1,287,121Earnings
                  per share:Basic
                  - as reported
              
              $
              .12
              
              $
              .69Basic
                  - pro forma
              
              $
              .08
              
              $
              .69Diluted
                  - as reported
              
              $
              .11
              
              $
              .68Diluted
                  - pro forma
              
              $
              .08
              
              $
              .67
 
 In
        December, 2004, the Financial Accounting Standards Board (FASB) issued an
        amendment to SFAS 123 (SFAS 123R) which eliminates the ability to account
        for
        share-based compensation transactions using Accounting Principles Board Opinion
        No. 25 and generally requires that such transactions be accounted for using
        a
        fair value-based method. SFAS 123R will be effective for the Company beginning
        January 1, 2006. SFAS
        123R
        applies to all awards granted after the required effective date and to awards
        modified, repurchased, or cancelled after that date. The cumulative effect
        of
        initially applying this Statement, if any, is recognized as of the required
        effective date.
  As
        of the
        required effective date, the Company will apply SFAS 123R using either the
        modified version of prospective application or the modified version of
        retrospective application. Under prospective transition method, compensation
        cost is recognized on or after the required effective date for the portion
        of
        outstanding awards for which the requisite service has not yet been rendered,
        based on the grant-date fair value of those awards calculated under SFAS
        123 for
        either recognition or pro forma disclosures. For periods before the required
        effective date, a company may elect to apply a modified version of retrospective
        application under which financial statements for prior periods are adjusted
        on a
        basis consistent with the pro forma disclosures required for those periods
        by
        SFAS 123.
   9
   The
        Company is currently evaluating the effect of the recognition and measurement
        provisions of SFAS 123R but believes the adoption of SFAS 123R will not result
        in a material impact on the Company’s results of operations or financial
        condition.
  
 Note
        4:  Recent Accounting Changes
 
 In
        June,
        2005 the FASB Board decided not to provide additional guidance on the meaning
        of
        other-than-temporary impairment, but directed the FASB staff to issue a staff
        position (FSP) which is retitled FSP 115-1, *The
        Meaning of Other-Than-Temporary Impairment and Its Application to Certain
        Investments* .
        The
        final FSP supersedes EITF Issue No. 03-1, *The
        Meaning of Other-Than-Temporary Impairment and Its Application to Certain
        Investments* ,
        and
        EITF Topic No. D-44, *Recognition
        of Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose
        Cost Exceeds Fair Value* .
        FSP
        115-1 replaced guidance in EITF 03-1 on loss recognition with references
        to
        existing other-than-temporary impairment guidance, such as SFAS No. 115, *Accounting
        for Certain Investments in Debt and Equity Securities* .
        FSP
        115-1 clarifies that an investor should recognize an impairment loss
        no
        later than when the impairment is deemed other than temporary, even if a
        decision to sell has not been made.
 
 FSP
        115-1
        will be effective for other-than-temporary impairment analysis conducted
        in
        periods beginning after September 15, 2005. The Company has consistently
        followed the loss recognition guidance in SFAS No. 115, so the adoption of
        FSP
        115-1 will not have any significant impact on the Company's financial condition
        or results of operation.
  Note
          5: Plan of Merger
 
 On
          August
          23, 2005, the Company and MainSource Financial Corporation (“MainSource”)
          jointly announced the signing of a definitive agreement (the “Agreement”)
          pursuant to which the Company will be merged with and into MainSource (the
          “Merger”), and the Company’s savings association subsidiary will be merged with
          and into a new Indiana commercial bank subsidiary to be formed by MainSource
          and
          named MainSource Bank-Crawfordsville. The Agreement provides that upon
          the
          effective date of the Merger, pursuant to election procedures described
          in the
          Agreement, each share of common stock of the Company will be converted
          into
          either an amount of cash or shares of common stock of MainSource based
          upon
          predetermined formulas.
 
 Note
          6: Plan Termination
 
 Effective
          as of October 1, 2005, the Company terminated its defined benefit multi-employer
          plan in accordance with the requirements of the Agreement signed with
          MainSource. As a result of this election, the Company recorded a termination
          liability, as determined by the actuaries of the defined benefit plan,
          of
          approximately $858,000.
 
 Item
        2.  Management’s Discussion and Analysis of Financial Condition and
        Results of Operations
 
 **General**
 
 The
        Company was organized in September 1997. On December 29, 1997, it acquired
        the
        common stock of Union Federal upon the conversion of Union Federal from a
        federal mutual savings and loan association to a federal stock savings and
        loan
        association. The Company acquired Montgomery Financial Corporation
        (“Montgomery”) in a transaction that closed on January 2, 2002. In the
        transaction, Montgomery was merged with and into the Company, and Montgomery
        Savings, a federally chartered thrift, was merged with and into Union Federal.
        Following the merger, MSA Service Corp (“MSA”) became a subsidiary of Union
        Federal.
 
 On
        August
        23, 2005, the Company and MainSource Financial Corporation (“MainSource”)
        jointly announced the signing of a definitive agreement pursuant to which
        the
        Company will be merged with and into MainSource, and the Company’s savings
        association subsidiary will be merged with and into a new Indiana commercial
        bank subsidiary to be formed by MainSource and named MainSource
        Bank-Crawfordsville. Details of the definitive agreement are available at
        the
        Company’s website at www.unionfed.com .
 
 Union
        Federal was organized as a state-chartered savings and loan association in
        1913.
        Union Federal conducts its business from its main office located in
        Crawfordsville, Indiana. In addition, Union Federal has two branch offices
        in
        Crawfordsville and branch offices in Covington, Williamsport and Lafayette,
        Indiana. Four of the above mentioned branch offices were added in connection
        with the acquisition of Montgomery.
 
 Union
        Federal offers a variety of lending, deposit and other financial services
        to its
        retail and commercial customers. Union Federal’s principal business consists of
        attracting deposits from the general public and originating fixed-rate and
        adjustable-rate loans secured primarily by first mortgage liens on one- to
        four-family residential real estate. Union Federal’s deposit accounts are
        insured up to applicable limits by the Savings Association Insurance Fund
        of the
        Federal Deposit Insurance Corporation. Union Federal offers a number of
        financial services, which include: (i) residential real estate loans; (ii)
        multi-family loans; (iii) commercial real estate loans; (iv) construction
        loans;
        (v) home improvement loans and consumer loans, including single-pay loans,
        loans
        secured by deposits, installment loans and commercial loans; (vi) money market
        demand accounts; (vii) passbook savings accounts; and (viii) certificates
        of
        deposit.
 
 Union
        Federal previously had two wholly-owned subsidiaries. MSA Service Corp. (“MSA”)
        engaged in real estate development for the construction of a seven-unit
        condominium project located in Crawfordsville, Indiana. Union Federal’s
        investment in MSA was excluded from the calculation of regulatory capital
        under
        OTS regulations. During the second quarter of 2004, MSA’s condominium
        development was completed and the remaining assets of MSA were transferred
        to
        Union Federal. Effective as of June 23, 2004, MSA was dissolved. Union Federal
        also owns UFS Service Corp. (“UFS”), whose sole asset was its investment in
        Pedcor 1993, which is an Indiana limited partnership that was established
        to
        organize, build, own, operate and lease a 48-unit apartment complex in
        Crawfordsville, Indiana, known as Shady Knoll II Apartments (the “Project”). UFS
        did not engage in any activity or hold any assets other than its investment
        in
        Pedcor. During the second quarter of 2004, the assets and liabilities of
        UFS
        were transferred to Union Federal and UFS was dissolved as of September 30,
        2005.
 
  10
  Union
        Federal’s results of operations depend primarily upon the level of net interest
        income, which is the difference between the interest income earned on
        interest-earning assets, such as loans and investments, and costs incurred
        with
        respect to interest-bearing liabilities, primarily deposits and borrowings.
        Results of operations also depend upon the level of Union Federal's non-interest
        income, including fee income and service charges, and the level of its
        non-interest expenses, including general and administrative expenses.
 
 **Critical
        Accounting Policies**
 
 Note
        1 of
        the Notes to Consolidated Financial Statements, presented on pages 26 through
        29
        of the 2004 Annual Report to Shareholders filed on March 29, 2005 with the
        Company’s Form 10-K for the year ended December 31, 2004, contains a summary of
        the Company’s significant accounting policies. Certain of these policies are
        important to the portrayal of the Company’s financial condition, since they
        require management to make difficult, complex or subjective judgments, some
        of
        which may relate to matters that are inherently uncertain. Management believes
        that its critical accounting policies include determining the allowance for
        loan
        losses, the valuation of the foreclosed assets and real estate held for
        development, and the valuation of intangible assets.
 
 *Allowance
        for loan losses*
 
 The
        allowance for loan losses is a significant estimate that can and does change
        based on management’s assumptions about specific borrowers and current general
        economic and business conditions, among other factors. Management reviews
        the
        adequacy of the allowance for loan losses at least on a quarterly basis.
        The
        evaluation includes a review of payment performance, adequacy of collateral
        and
        financial condition of all major borrowers. A review of all nonperforming
        loans
        and other identified problem loans is performed and the probability of
        collecting all amounts due thereunder is determined. In addition, changes
        in the
        composition of the loan portfolio, the total outstanding loans and past loss
        experience are reviewed to determine the adequacy of the allowance for loan
        losses. Current economic and market conditions and potential negative changes
        to
        economic conditions are also reviewed in determining possible loan losses.
        Although it is the intent of management to fully evaluate and estimate the
        potential effects of economic and market conditions, changes in the conditions
        are susceptible to significant changes beyond those projected. A worsening
        or
        protracted economic decline beyond management’s projections would increase the
        likelihood of additional losses due to the additional credit and market risk
        and
        could create the need for additional loss reserves.
 
 *Foreclosed
        assets and real estate held for development*
 
 Foreclosed
        assets and real estate held for development are carried at the lower of cost
        or
        fair value less estimated selling costs. Management estimates the fair value
        of
        the properties based on current appraisal information. Reviews of estimated
        fair
        value are performed on at least an annual basis. Economic environment, market
        conditions and the real estate market are continually monitored and decreases
        in
        the carried value are written down through current operations when any of
        these
        factors indicate a decrease to the market value of the assets. Future worsening
        or protracted economic conditions and a decline in the real estate market
        would
        increase the likelihood of a decline in property values and could create
        the
        need for future write downs of the properties held.
 
 *Intangible
        assets*
 
 Management
        periodically assesses the impairment of its goodwill and the recoverability
        of
        its core deposit intangible. Impairment is the condition that exists when
        the
        carrying amount of goodwill exceeds its implied fair value. If actual external
        conditions and future operating results differ from management’s judgments,
        impairment and/or increased amortization charges may be necessary to reduce
        the
        carrying value of these assets to the appropriate value. A review of the
        fair
        value of the Company’s goodwill and core deposit intangible was performed in the
        fourth quarter of 2004 and it was management’s opinion that there was no
        impairment to these intangible assets as of the date of the review.
 
 **Financial
        Condition** ****
 
 Total
        assets decreased $1.7 million to $255.2 million from December 31, 2004 to
        September 30, 2005. Net loans increased $2.0 million to $219.1 million at
        September 30, 2005. Cash and cash equivalents decreased $3.7 million from
        December 31, 2004 to September 30, 2005. Investment securities decreased
        $79,000
        primarily due to principal payments received on amortizing mortgage-backed
        securities. Premises and equipment decreased $146,000 to $4.0 million at
        September 30, 2005. In connection with the Montgomery acquisition, the balances
        of goodwill and core deposit intangibles are $2.4 million and $259,000
        respectively. Goodwill is reviewed annually for impairment and core deposit
        intangibles are being amortized. Deposits decreased by $12.2 million to $176.3
        million primarily due to decrease in public funds that are priced on a bid
        basis. These deposits could not be retained due to competitive bids from
        other
        institutions exceeding Union Federal’s cost of replacing the funds through
        borrowings. Borrowed funds increased by $9.9 million during the first nine
        months of 2005 to fund loan growth and to meet liquidity needs caused by
        the
        decrease in deposits.
 
  11
  Shareholders’
        equity decreased $242,000 to $33.2 million at September 30, 2005. The decrease
        was primarily due to net income for the nine months ended September 30, 2005
        of
        $209,000, Employee Stock Ownership Plan shares earned of $125,000, unearned
        compensation amortization of $106,000, stock options exercised of $162,000,
        offset by unrealized loss on available for sale securities of $22,000 and
        cash
        dividends of $821,000.
 
 **Comparison
        of Operating Results for the Three Months Ended September 30, 2005 and
        2004**
 
 Net
        income decreased $887,000 from $451,000 for the three months ended September
        30,
        2004 to a loss of $437,000 for the three months ended September 30, 2005.
        The
        loss on average assets for the three months ended September 30, 2005 was
        .67%
        compared to a return of .70% for the comparable period in 2004. The loss
        on
        average equity for the three months ended September 30, 2005 was 5.17% compared
        to a return of 5.31% for the comparable period in 2004.
 
 For
        the
        three months ended September 30, 2005, interest income was $3.6 million as
        compared to $3.4 million for the three months ended September 30, 2004. Interest
        income increased primarily due to an increase in the yield on interest-earning
        assets from 5.68% during the 2004 period to 5.88% during the 2005 period
        and an
        increase in average interest-earning assets for the comparable three-month
        periods from $242.6 million ending September 30, 2004 to $243.4 million ending
        September 30, 2005. For the three months ended September 30, 2005, interest
        expense was $1.8 million as compared to $1.6 million for the three months
        ended
        September 30, 2004. Interest expense increased primarily due to an increase
        in
        the cost of interest-bearing liabilities from 2.86% during the 2004 period
        to
        3.31% during the 2005 period and an increase in average interest-bearing
        liabilities for the comparable periods from $220.1 million at September 30,
        2004
        to $221.7 million at September 30, 2005.
 
 The
        provision for loan losses for the three months ended September 30, 2005 was
        $352,000 as compared to $60,000 for the comparable period in 2004. This increase
        was primarily due to loan charge offs totaling approximately $292,000 in
        September 2005. A review is performed quarterly to determine the adequacy
        of the
        current balance in the allowance for loan losses.
 
 Total
        other income decreased by $29,000 from $199,000 for the three months ended
        September 30, 2004 to $170,000 for the 2005 three-month period primarily
        due to
        losses recorded in connection with operating results of investments in limited
        partnerships offset by an increase in service charges on deposit accounts
        and an
        increase in other fee income. Due to the operating results of the limited
        partnerships, equity in losses of the limited partnerships increased to $98,000
        for the three months ended September 30, 2005 as compared to no losses recorded
        in the comparable quarter of 2004. In addition to recording the equity in
        the
        losses of these limited partnerships, the Company receives low income housing
        income tax credits. Based on expected occupancy percentages, the Company
        expects
        to begin receiving full tax credits by 2006. Increases in services charges
        on
        deposit accounts of $9,000 and other income of $61,000 were primarily due
        to
        increases in services offered and other miscellaneous fees.
 
 Total
        other expenses increased $1,017,000 from $1,356,000 for the three months
        ended
        September 30, 2004 to $2,373,000 for the comparable period in 2005. Salaries
        and
        employee benefits increased $846,000 primarily due to recording of the estimated
        expense of $858,000 to close the Company’s defined benefit plan which has been
        frozen since 2002. The closing of this plan is required in the definitive
        agreement for the acquisition of the Company by MainSource. Occupancy expense
        increased $11,000 while equipment expense increased $2,000. Legal and
        professional fees increased $99,000 primarily due to payment of $91,000 in
        expenses associated with the proposed acquisition by MainSource. Data processing
        expense decreased $39,000 to $70,000 for the three months ended September
        30,
        2005 primarily due to a refund of approximately $20,000 for prior billing
        corrections and the reduction in costs based on a change in fees which became
        effective when a new contract became effective in January 2005. Other expenses
        increased $98,000 primarily due to an increase in losses on real estate owned
        operations and costs associated with the offering of new products and
        services.
 
 Income
        taxes decreased $578,000 from $207,000 expense for the three months ended
        September 30, 2004 to a benefit of $371,000 for the 2005 three-month period.
        A
        $44,000 tax credit from the limited partnerships was used in 2004 that was
        not
        available in the 2005 three-month period to offset the tax liability. A decrease
        in net taxable income offset by a decrease in tax credits were the primary
        reasons for the decrease in tax expense. As previously discussed, the Company
        expects to begin receiving additional low income housing tax credits by
        2006.
 
 **Comparison
        of Operating Results for the Nine Months Ended September 30, 2005 and
        2004**
 
 Net
        income decreased $1,093,000 from $1,303,000 for the nine months ended September
        30, 2004 to $209,000 for the nine months ended September 30, 2005. The return
        on
        average assets for the nine months ended September 30, 2005 was .11% compared
        to
        .66% for the comparable period in 2004. The return on average equity for
        the
        nine months ended September 30, 2005 was .81% compared to 4.96% for the
        comparable nine-month period in 2004.
 
  12
  Interest
        income was $10.7 million for the nine-month period ending September 30, 2005
        compared to $10.5 million for the 2004 nine-month period. The yield on
        interest-earning assets was 5.86% during the 2005 period compared to 5.73%
        during the 2004 period. Average interest-earning assets were $243.1 million
        for
        the nine months ended September 30, 2005 and $244.7 million for the 2004
        comparable nine-month period. For the nine months ended September 30, 2005,
        interest expense was $5.2 million as compared to $4.7 million for the nine
        months ended September 30, 2004. Interest expense increased primarily due
        to an
        increase in the cost of interest-bearing liabilities from 2.84% during the
        2004
        period to 3.16% during the 2005 period, partially offset by a decrease in
        average interest-bearing liabilities from $221.4 million at September 30,
        2004
        to $221.1 million at September 30, 2005.
 
 The
        provision for loan losses for the nine-month period ending September 30,
        2005
        was $472,000 compared to a provision of $173,000 for the comparable 2004
        period.
        As discussed in the quarter comparison, this increase was primarily due to
        loan
        losses recorded in the third quarter. A review is performed quarterly to
        determine the adequacy of the current balance in the allowance for loan
        losses.
 
 Total
        other income decreased by $41,000 from $543,000 for the nine months ended
        September 30, 2004 to $502,000 for the 2005 nine-month period primarily due
        to
        losses recorded in connection with operating results of investments in limited
        partnerships offset by an increase in service charges on deposit accounts
        and an
        increase in other fee income. Due to the operating results of the limited
        partnerships, equity in losses of the limited partnerships increased to $232,000
        for the nine months ended September 30, 2005 as compared to no losses recorded
        in the comparable 2004 nine-month period. In addition to recording the equity
        in
        the losses of these limited partnerships, the Company receives low income
        housing income tax credits. Based on expected occupancy percentages, the
        Company
        expects to begin receiving full tax credits by 2006. Increases in services
        charges on deposit accounts of $47,000 and other income of $144,000 were
        primarily due to increases in services offered and other miscellaneous
        fees.
 
 Total
        other expenses increased $951,000 from $4,325,000 for the nine months ended
        September 30, 2004 to $5,276,000 for the comparable period in 2005. Salaries
        and
        employee benefits increased $887,000 primarily due to recording of the estimated
        expense of $858,000 to close the Company’s defined benefit plan which has been
        frozen since 2002. The closing of this plan is required in the definitive
        agreement for the acquisition of the Company by MainSource. Occupancy expense
        increased $36,000 while equipment expense decreased $10,000. Legal and
        professional fees increased $74,000 primarily due to $91,000 in expenses
        associated with the proposed acquisition by MainSource. Data processing expense
        decreased $39,000 primarily due to a decrease in costs for contracted services
        effective January 2005 while other expenses increased $8,000.
 
 Income
        taxes decreased $546,000 from $538,000 expense for the nine months ended
        September 30, 2004 to a benefit of $8,000 for the 2005 nine-month period.
        A
        decrease in net taxable income was the primary reason for the decrease in
        tax
        expense. As previously discussed, the Company expects to begin receiving
        additional low income housing tax credits by 2006.
 
 **Asset
        Quality**
 
 Union
        Federal currently classifies loans as special mention, substandard, doubtful
        and
        loss to assist management in addressing collection risks and pursuant to
        regulatory requirements which are not necessarily consistent with generally
        accepted accounting principles. Special mention loans represent credits that
        have potential weaknesses that deserve management’s close attention. If left
        uncorrected, these potential weaknesses may result in deterioration of the
        repayment prospects or Union Federal’s credit position at some future date.
        Substandard loans represent credits characterized by the distinct possibility
        that some loss will be sustained if deficiencies are not corrected. Doubtful
        loans possess the characteristics of substandard loans, but collection or
        liquidation in full is doubtful based upon existing facts, conditions and
        values. A loan classified as a loss is considered uncollectible. Union Federal
        had $3.5 million in classified loans at September 30, 2005 and $3.8 million
        at
        December 31, 2004. Union Federal had $1.1 million and $1.8 million in loans
        classified as special mention as of September 30, 2005 and December 31, 2004
        respectively. In addition, Union Federal had $2.3 million and $1.7 million
        of
        loans classified as substandard at September 30, 2005 and December 31, 2004,
        respectively. At September 30, 2005 and December 31, 2004, there were $46,000
        and $325,000, respectively, in loans classified as doubtful and no loans
        were
        classified as loss for either period end. The decline in loans classified
        as
        doubtful resulted primarily from the loan charge offs recognized in the third
        quarter as described in the comparison of quarterly operating results. At
        September 30, 2005 and December 31, 2004 all of the substandard and doubtful
        loans totaling $2,337,000 and $2,050,000, respectively, were non-accrual
        loans.
        The allowance for loan losses was $1,080,000 or .49% of loans at September
        30,
        2005 as compared to $910,000 or .42% of loans at December 31, 2004.
 
 **Liquidity
        and Capital Resources**
 
 The
        standard measure of liquidity for savings associations is the ratio of cash
        and
        eligible investments to a certain percentage of net withdrawable savings
        accounts and borrowings due within one year. The minimum required ratio is
        currently set by the Office of Thrift Supervision regulation at 4%. As of
        September 30, 2005, Union Federal had liquid assets of $10.6 million and
        a
        liquidity ratio of 4.7%.
  13
  **Other**
 
 The
        Securities and Exchange Commission maintains a Web site that contains reports,
        proxy information statements, and other information regarding registrants
        that
        file electronically with the Commission, including the Company. The address
        is
        http://www.sec.gov.
 
 Item
        3. Quantitative and Qualitative Disclosures About Market Risk
 
 Presented
        below, as of June 30, 2005 and 2004, is the most recent available analyses
        performed by the OTS of Union Federal’s interest rate risk as measured by
        changes in net portfolio value (“NPV”) for instantaneous and sustained parallel
        shifts in the yield curve, in 100 basis point increments.
 
 
 Union
                  Federal:At
                  June 30, 2005
              At
                  June 30, 2004Changes
                  In Rates
              $
                  Change in NPV
              %
                  Change in NPV
              $
                  Change in NPV
              %
                  Change in NPV+300
              bp
              $
                  (8,057
              )
              (21
              )%
              $(13,152
              )
              (35
              )%+200
              bp
              (4,828
              )
              (13
              )
              (8,353
              )
              (22
              )+100
              bp
              (1,905
              )
              (5
              )
              (3,829
              )
              (10
              )0
              bp
              0
              
              0
              
              0
              
              0-100
              bp
              (339
              )
              (1
              )
              1,284
              
              3-200
              bp
              (2,631
              )
              (7
              )
              ---
              
              ---
  
 Management
        believes that at September 30, 2005 there have been no material changes in
        market interest rates or in the Company’s interest rate sensitive instruments
        which would cause a material change in the market risk exposures which affect
        the quantitative and qualitative risk disclosures as presented on pages 18-20
        of
        the Company’s 2004 Annual Report to Shareholders filed with the Company’s Annual
        Report on Form 10-K for the period ended December 31, 2004.
 
 Item
        4.  Controls and Procedures
 
 (a) Evaluation
        of disclosure controls and procedures .
        The
        Company’s chief executive officer and chief financial officer, after evaluating
        the effectiveness of the Company’s disclosure controls and procedures (as
        defined in Sections 13a-15(e) and 15d-15(e) of the regulations promulgated
        under
        the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the
        end of the most recent fiscal quarter covered by this quarterly report (the
        “Evaluation Date”), have concluded that as of the Evaluation Date, the Company’s
        disclosure controls and procedures were effective in ensuring that information
        required to be disclosed by the Company in reports it files or submits under
        the
        Exchange Act is recorded, processed, summarized and reported within the time
        periods specified in the Securities and Exchange Commission’s rules and
        forms.
 
 (b) Changes
        in internal controls over financial reporting .
        There
        were no changes in the Company’s internal control over financial reporting
        identified in connection with the Company’s evaluation of controls that occurred
        during the Company’s last fiscal quarter that have materially affected, or are
        reasonably likely to materially affect, the Company’s internal control over
        financial reporting.
 
  14
  
 **PART
        II.   OTHER INFORMATION**
 
 Item
        1.  Legal
        Proceedings
 
 None.
 
 Item
        2.  Unregistered
        Sales of Equity Securities and Use of Proceeds
 
 None.
  Item
        3.  Defaults
        Upon Senior Securities
 
 None.
 
 Item
        4.  Submission
        of Matters to a Vote of Security Holders
 
 None.
 
 Item
        5.  Other
        Information
 
 None.
 
 Item
        6.  Exhibits
 
 The
        Exhibits filed as part of this Form 10-Q are listed on the Exhibit Index,
        which
        is incorporated by this reference.
 
 
  15
  **SIGNATURES**
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, as amended, the
        Registrant has duly caused this report to be signed on its behalf by the
        undersigned thereunto duly authorized.
 
 **UNION
                  COMMUNITY BANCORP**Date:  November
                  14, 2005
              
              By:
              /s/
                  Alan L. GrimbleAlan
                  L. GrimbleChief
                  Executive OfficerDate:  November
                  14, 2005
              
              By:
              /s/
                  J. Lee WaldenJ.
                  Lee WaldenChief
                  Financial Officer
  16
  **EXHIBIT
        INDEX**
 
 **Exhibit
                  Number**
              
              **Exhibit
                  Description**31(1)
              
              Certification
                  of CEO required by 17 C.F.R. § 240.13a-14(a)31(2)
              
              Certification
                  of CFO required by 17 C.F.R. § 240.13a-14(a)32
              
              Certification
                  pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002