**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
 
 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,
        Indiana 47933
 (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 June 30, 2005 was 1,939,000.
  
  
 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 Income
                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 Conditionand
                    Results of Operations
                10Item
                    3.
                Quantitative
                    and Qualitative Disclosures about Market Risk
                14Item
                    4.
                Controls
                    and Procedures
                14PART
                    II.
                OTHER
                    INFORMATION
                15Item
                    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
                15SIGNATURESEXHIBIT
                    INDEXCERTIFICATIONS
 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
 
 June
                  30,
                2005
              
              December
                  31
                2004(Unaudited)**Assets**Cash
              
              $
              663,298
              
              $
              706,107Interest-bearing
                  demand deposits
              
              
              17,965,023
              
              
              12,781,907Cash
                  and cash equivalents
              
              
              18,628,321
              
              
              13,488,014Interest-bearing
                  deposits
              
              
              115,647
              
              
              115,647Investment
                  securitiesAvailable
                  for sale
              
              
              3,029,680
              
              
              3,037,390Held
                  to maturity
              
              
              117,948
              
              
              151,749Total
                  investment securities
              
              
              3,147,628
              
              
              3,189,139Loans,
                  net of allowance for loan losses of $1,020,000 and
                  $910,000
              
              
              219,249,958
              
              
              217,055,756Premises
                  and equipment
              
              
              4,109,643
              
              
              4,180,346Federal
                  Home Loan Bank stock
              
              
              3,799,400
              
              
              3,720,600Investment
                  in limited partnership
              
              
              2,003,668
              
              
              2,184,092Foreclosed
                  assets and real estate held for development, net
              
              
              1,852,730
              
              
              1,622,516Goodwill
              
              
              2,392,808
              
              
              2,392,808Interest
                  receivable
              
              
              1,110,194
              
              
              1,085,532Cash
                  value of life insurance
              
              
              7,041,957
              
              
              6,899,927Other
                  assets
              
              
              838,967
              
              
              965,034Total
                  assets
              
              $
              264,290,921
              
              $
              256,899,411**Liabilities**DepositsNoninterest-bearing
              
              $
              4,323,784
              
              $
              4,515,065Interest-bearing
              
              
              181,323,538
              
              
              183,945,975Total
                  deposits
              
              
              185,647,322
              
              
              188,461,040Federal
                  Home Loan Bank advances
              
              
              42,854,585
              
              
              32,907,898Interest
                  payable
              
              
              600,678
              
              
              651,355Other
                  liabilities
              
              
              1,353,817
              
              
              1,442,176Total
                  liabilities
              
              
              230,456,402
              
              
              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
              
              
              20,856,363
              
              
              20,654,353Retained
                  earnings
              
              
              14,499,554
              
              
              14,401,571Accumulated
                  other comprehensive loss
              
              
              (12,271
              )
              
              (7,615
              )Unearned
                  employee stock ownership plan (ESOP) shares
              
              
              (1,093,336
              )
              
              (1,137,566
              )Unearned
                  recognition and retention plan (RRP) shares
              
              
              (415,791
              )
              
              (473,801
              )Total
                  shareholders’ equity
              
              
              33,834,519
              
              
              33,436,942Total
                  liabilities and shareholders’ equity
              
              $
              264,290,921
              
              $
              256,899,411
 
 See
        notes
        to consolidated condensed financial statements.
 
  4
  **UNION
        COMMUNITY BANCORP AND SUBSIDIARY**
 Consolidated
        Condensed Statements of Income
 (Unaudited)
 
 Three
                  Months Ended
              
              Six
                  Months EndedJune
                  30
              
              June
                  302005
              
              2004
              
              2005
              
              2004Interest
                  and Dividend IncomeLoans
              
              $
              3,459,183
              
              $
              3,411,146
              
              $
              6,823,664
              
              $
              6,859,236Investment
                  securities
              
              
              16,500
              
              
              25,680
              
              
              42,217
              
              
              61,508Dividends
                  on Federal Home Loan Bank stock
              
              
              39,294
              
              
              37,160
              
              
              78,941
              
              
              81,844Deposits
                  with financial institutions
              
              
              96,445
              
              
              39,077
              
              
              155,567
              
              
              64,824Total
                  interest and dividend income
              
              
              3,611,422
              
              
              3,513,063
              
              
              7,100,389
              
              
              7,067,412Interest
                  ExpenseDeposits
              
              
              1,270,989
              
              
              1,128,490
              
              
              2,461,831
              
              
              2,306,381Federal
                  Home Loan Bank advances
              
              
              508,422
              
              
              420,094
              
              
              939,676
              
              
              840,359Total
                  interest expense
              
              
              1,779,411
              
              
              1,548,584
              
              
              3,401,507
              
              
              3,146,740Net
                  Interest Income
              
              
              1,832,011
              
              
              1,964,479
              
              
              3,698,882
              
              
              3,920,672Provision
                  for loan losses
              
              
              60,048
              
              
              2,772
              
              
              120,048
              
              
              112,819Net
                  Interest Income After Provision for Loan Losses
              
              
              1,771,963
              
              
              1,961,707
              
              
              3,578,834
              
              
              3,807,853Other
                  IncomeService
                  charges on deposit accounts
              
              
              77,560
              
              
              68,491
              
              
              144,250
              
              
              106,083Equity
                  in losses of limited partnerships
              
              
              (19,322
              )
              
              ---
              
              
              (133,322
              )
              
              ---Other
                  income
              
              
              172,455
              
              
              116,452
              
              
              321,147
              
              
              237,761Total
                  other income
              
              
              230,693
              
              
              184,943
              
              
              332,075
              
              
              343,844Other
                  ExpensesSalaries
                  and employee benefits
              
              
              760,474
              
              
              812,978
              
              
              1,600,280
              
              
              1,559,131Net
                  occupancy expenses
              
              
              89,195
              
              
              74,851
              
              
              180,795
              
              
              155,537Equipment
                  expenses
              
              
              79,993
              
              
              81,677
              
              
              159,479
              
              
              171,908Legal
                  and professional fees
              
              
              96,119
              
              
              96,904
              
              
              167,838
              
              
              192,532Data
                  processing fees
              
              
              103,030
              
              
              107,244
              
              
              208,383
              
              
              208,434Other
                  expenses
              
              
              292,987
              
              
              407,288
              
              
              585,579
              
              
              681,937Total
                  other expenses
              
              
              1,421,798
              
              
              1,580,942
              
              
              2,902,354
              
              
              2,969,479Income
                  Before Income Tax
              
              
              580,858
              
              
              565,708
              
              
              1,008,555
              
              
              1,182,218Income
                  tax expense
              
              
              224,000
              
              
              157,700
              
              
              363,000
              
              
              330,600Net
                  Income
              
              $
              356,858
              
              $
              408,008
              
              $
              645,555
              
              $
              851,618Basic
                  Earnings per Share
              
              $
              .20
              
              $
              .22
              
              $
              .36
              
              $
              .45Diluted
                  Earnings per Share
              
              
              .20
              
              
              .21
              
              
              .36
              
              
              .44Dividends
                  per Share
              
              
              .15
              
              
              .15
              
              
              .30
              
              
              .30
 
 See
        notes
        to consolidated condensed financial statements.
 
  5
  **UNION
        COMMUNITY BANCORP AND SUBSIDIARY**
 Consolidated
        Condensed Statement of Shareholders’ Equity
 For
        the
        Six Months Ended June 30, 2005
 (Unaudited)
 Common
                    StockShares
                    Outstanding
                
                Amount
                
                Comprehensive
                    Income
                
                Retained
                    Earnings
                
                Accumulated
                    Other Comprehensive Loss
                
                Unearned
                  ESOP
                  Shares
                
                Unearned
                    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
                
                
                
                
                
                
                
                $
                645,555
                
                
                645,555
                
                
                
                
                
                
                
                
                
                
                
                645,555Other
                    comprehensive income, net of taxUnrealized
                    losses on securities
                
                
                
                
                
                
                
                
                (4,656
                )
                
                
                
                
                (4,656
                )
                
                
                
                
                
                
                
                (4,656
                )Comprehensive
                    income
                
                
                
                
                
                
                
                $
                640,899Cash
                    dividends ($.30 per share)
                
                
                
                
                
                
                
                
                
                
                
                (547,572
                )
                
                
                
                
                
                
                
                
                
                
                (547,572
                )Stock
                    options exercised
                
                
                11,000
                
                
                161,800
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                161,800Amortization
                    of unearned compensation expense
                
                
                
                
                
                9,344
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                58,010
                
                
                67,354ESOP
                    shares earned
                
                
                
                
                
                30,866
                
                
                
                
                
                
                
                
                
                
                
                44,230
                
                
                
                
                
                75,096**Balances,
                    June 30, 2005**
                
                
                1,939,000
                
                $
                20,856,363
                
                
                
                
                $
                14,499,554
                
                $
                (12,271
                )
                $
                (1,093,336
                )
                $
                (415,791
                )
                $
                33,834,519
 See
        notes
        to consolidated condensed financial statements.
 
  6
  **UNION
        COMMUNITY BANCORP AND SUBSIDIARY**
 Consolidated
        Condensed Statements of Cash Flows
 (Unaudited)
 Six
                    Months Ended June 30,2005
                
                2004Operating
                    ActivitiesNet
                    income
                
                $
                645,555
                
                $
                851,618Adjustments
                    to reconcile net income to net cash provided by operating
                    activitiesProvision
                    for loan losses
                
                
                120,048
                
                
                65,000Depreciation
                    and amortization
                
                
                169,163
                
                
                184,048Investment
                    securities accretion, net
                
                
                (182
                )
                
                (233
                )Loss
                    (gain) on sale of real estate owned
                
                
                (22,421
                )
                
                143,294Gain
                    on sale of premises and equipment
                
                
                ---
                
                
                (22,746
                )Equity
                    in losses of limited partnerships
                
                
                133,322
                
                
                ---Amortization
                    of purchase accounting adjustments
                
                
                12,236
                
                
                18,667Amortization
                    of unearned compensation expense
                
                
                67,354
                
                
                52,293ESOP
                    shares earned
                
                
                75,096
                
                
                80,084Net
                    change in:Interest
                    receivable
                
                
                (24,662
                )
                
                82,842Interest
                    payable
                
                
                (50,677
                )
                
                (89,579
                )Other
                    adjustments
                
                
                (297,347
                )
                
                337,641Net
                    cash provided by operating activities
                
                
                827,487
                
                
                1,702,929Investing
                    ActivitiesNet
                    change in interest-bearing deposits
                
                
                ---
                
                
                (1,975,901
                )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
                
                
                33,983
                
                
                220,924Net
                    changes in loans
                
                
                (2,707,696
                )
                
                (1,465,558
                )Additions
                    to real estate owned
                
                
                ---
                
                
                (3,477
                )Proceeds
                    from real estate sales
                
                
                148,985
                
                
                824,178Purchases
                    of property and equipment
                
                
                (87,516
                )
                
                (60,539
                )Proceeds
                    from sale of property and equipment
                
                
                ---
                
                
                264,130Other
                    investing activities
                
                
                47,101
                
                
                ---Net
                    cash used in investing activities
                
                
                (2,565,143
                )
                
                (1,246,243
                )Financing
                    ActivitiesNet
                    change inInterest-bearing
                    demand and savings deposits
                
                
                (4,138,710
                )
                
                (2,498,361
                )Certificates
                    of deposit
                
                
                1,324,992
                
                
                4,360,029Proceeds
                    from borrowings
                
                
                15,000,000
                
                
                ---Repayment
                    of borrowings
                
                
                (5,000,000
                )
                
                (252,892
                )Cash
                    dividends
                
                
                (545,922
                )
                
                (576,331
                )Stock
                    options exercised
                
                
                161,800
                
                
                ---Repurchase
                    of common stock
                
                
                ---
                
                
                (1,997,754
                )Net
                    change in advances by borrowers for taxes and insurance
                
                
                75,803
                
                
                205,990Net
                    cash provided by (used in) financing activities
                
                
                6,877,963
                
                
                (759,319
                )Net
                    Change in Cash and Cash Equivalents
                
                
                5,140,307
                
                
                (302,633
                )Cash
                    and Cash Equivalents, Beginning of Period
                
                
                13,488,014
                
                
                11,888,342Cash
                    and Cash Equivalents, End of Period
                
                $
                18,628,321
                
                $
                11,585,709Additional
                    Cash Flows InformationInterest
                    paid
                
                $
                3,452,184
                
                $
                3,236,319Income
                    tax paid
                
                
                411,063
                
                
                184,583Loans
                    transferred to foreclosed real estate
                
                
                367,722
                
                
                536,123
  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 June 30, 2005, and for the three
        and six months ended June 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 six-month period ended June
        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
                June
                  30, 2005
              
              Three
                  Months Ended
                June
                  30, 2004Income
              
              Weighted
                  AverageShares
              
              Per
                  ShareAmount
              
              Income
              
              Weighted
                  AverageShares
              
              Per
                  ShareAmountBasic
                  earnings per shareIncome
                  available to common shareholders
              
              $
              356,858
              
              
              1,794,713
              
              $
              .20
              
              $
              408,008
              
              
              1,880,160
              
              $
              .22Effect
                  of dilutive RRP awards and stock options
              
              
              
              
              
              13,070
              
              
              
              
              
              
              
              
              30,330Diluted
                  earnings per shareIncome
                  available to common shareholders and assumed conversions
              
              $
              356,858
              
              
              1,807,783
              
              $
              .20
              
              $
              408,008
              
              
              1,910,490
              
              $
              .21
 
 Six
                  Months Ended
                June
                  30, 2005
              
              Six
                  Months Ended
                June
                  30, 2004Income
              
              Weighted
                  AverageShares
              
              Per
                  ShareAmount
              
              Income
              
              Weighted
                  AverageShares
              
              Per
                  ShareAmountBasic
                  earnings per shareIncome
                  available to common shareholders
              
              $
              645,555
              
              
              1,790,124
              
              $
              .36
              
              $
              851,618
              
              
              1,908,900
              
              $
              .45Effect
                  of dilutive RRP awards and stock options
              
              
              
              
              
              21,088
              
              
              
              
              
              
              
              
              30,730Diluted
                  earnings per shareIncome
                  available to common shareholders and assumed conversions
              
              $
              645,555
              
              
              1,811,212
              
              $
              .36
              
              $
              851,618
              
              
              1,939,630
              
              $
              .44
 
  8
  
 Options
        to purchase 97,175 shares of common stock at $18.15 per share were outstanding
        at June 30, 2005, but were not included in the computation of diluted earnings
        per share because the option price was greater that the average market price
        of
        the common shares.
 
 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
                June
                  30, 2005
              
              Three
                  Months Ended
                June
                  30, 2004Net
                  income, as reported
              
              $
              356,858
              
              $
              408,008Less:
                  Total stock-based employee compensation cost determined under the
                  fair
                  value based method, net of income taxes
              
              
              21,888
              
              
              5,133Pro
                  forma net income
              
              $
              334,970
              
              $
              402,875Earnings
                  per share:Basic
                  - as reported
              
              $
              .20
              
              $
              .22Basic
                  - pro forma
              
              $
              .19
              
              $
              .21Diluted
                  - as reported
              
              $
              .20
              
              $
              .21Diluted
                  - pro forma
              
              $
              .19
              
              $
              .21
 
 
 Six
                  Months Ended
                June
                  30, 2005
              
              Six
                  Months Ended
                June
                  30, 2004Net
                  income, as reported
              
              $
              645,555
              
              $
              851,618Less:
                  Total stock-based employee compensation cost determined under the
                  fair
                  value based method, net of income taxes
              
              
              43,777
              
              
              10,267Pro
                  forma net income
              
              $
              601,778
              
              $
              841,351Earnings
                  per share:Basic
                  - as reported
              
              $
              .36
              
              $
              .45Basic
                  - pro forma
              
              $
              .34
              
              $
              .44Diluted
                  - as reported
              
              $
              .36
              
              $
              .44Diluted
                  - pro forma
              
              $
              .33
              
              $
              .43
 
 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
   9
   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.
  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 will be retitled FSP 115-1, *The
        Meaning of Other-Than-Temporary Impairment and Its Application to Certain
        Investments* .
        The
        final FSP will supersede 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 will replace 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 will clarify 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.
 
 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. became a subsidiary of Union Federal
        until it was dissolved in 2004.
 
 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 additional 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 Union Federal is in the process of
        voluntarily dissolving UFS.
 
 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
 
  10
  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 increased $7.4 million to $264.3 million from December 31, 2004 to
        June
        30, 2005. Net loans increased $2.2 million to $219.2 million at June 30,
        2005.
        Cash and cash equivalents increased $5.1 million from December 31, 2004 to
        June
        30, 2005. Investment securities decreased $41,000 primarily due to principal
        payments received on amortizing mortgage-backed securities. Premises and
        equipment decreased $71,000 to $4.1 million at June 30, 2005. In connection
        with
        the Montgomery acquisition, the balances of goodwill and core deposit
        intangibles are $2.4 million and $279,000 respectively. Goodwill is reviewed
        annually for impairment and core deposit intangibles are being amortized.
        Deposits decreased by $2.8 million to $185.6 million and borrowed funds
        increased by $9.9 million during the first six months of 2005 to fund loan
        growth and to meet liquidity needs.
 
 Shareholders’
        equity increased $398,000 to $33.8 million at June 30, 2005. The increase
        was
        primarily due to net income for the six months ended June 30, 2005 of $646,000,
        Employee Stock Ownership Plan shares earned of $75,000, unearned compensation
        amortization of $67,000, stock options exercised of $162,000 offset by
        unrealized loss on available for sale securities of $5,000 and cash dividends
        of
        $548,000.
 
  11
  **Comparison
        of Operating Results for the Three Months Ended June 30, 2005 and
        2004**
 
 Net
        income decreased $51,000 from $408,000 for the three months ended June 30,
        2004
        to $357,000 for the three months ended June 30, 2005. The return on average
        assets for the three months ended June 30, 2005 was .55% compared to .62%
        for
        the comparable period in 2004. The return on average equity for the three
        months
        ended June 30, 2005 was 4.24% compared to 4.61% for the comparable period
        in
        2004.
 
 For
        the
        three months ended June 30, 2005, interest income was $3.6 million as compared
        to $3.5 million for the three months ended June 30, 2004. Interest income
        increased primarily due to an increase in the yield on interest-earning assets
        from 5.69% during the 2004 period to 5.93% during the 2005 period which was
        partially offset by a decrease in average interest-earning assets for the
        comparable three-month periods from $247.1 million ending June 30, 2004 to
        $243.6 million ending June 30, 2005. For the three months ended June 30,
        2005,
        interest expense was $1.8 million as compared to $1.5 million for the three
        months ended June 30, 2004. Interest expense increased primarily due to an
        increase in the cost of interest-bearing liabilities from 2.78% during the
        2004
        period to 3.21% during the 2005 period. The increase in the cost of
        interest-bearing liabilities was partially offset by a decrease in average
        interest-bearing liabilities for the comparable periods from $223.2 million
        at
        June 30, 2004 to $222.0 million at June 30, 2005.
 
 The
        provision for loan losses for the three months ended June 30, 2005 was $60,000
        as compared to $3,000 for the comparable period in 2004. A review is performed
        quarterly to determine the adequacy of the current balance in the allowance
        for
        loan losses.
 
 Total
        other income increased by $46,000 from $185,000 for the three months ended
        June
        30, 2004 to $231,000 for the 2005 three-month period due to an increase in
        service charges on deposit accounts and other fee income offset by the
        recognition of losses related to investments in limited partnerships. Due
        to the
        operating results of the limited partnerships, equity in losses of the limited
        partnerships increased to $19,000 for the three months ended June 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
        $56,000 were primarily due to increases in services offered and other
        miscellaneous fees.
 
 Total
        other expenses decreased $159,000 from $1,581,000 for the three months ended
        June 30, 2004 to $1,422,000 for the comparable period in 2005. Salaries and
        employee benefits decreased $53,000 due to a decrease in staff which had
        not
        been filled and an increase deferred loan fee compensation cost partially
        offset
        by increases in employee insurance expense. Deferred compensation cost is
        a
        reduction to salary expense and increased in 2005 as compared to 2004 due
        to
        loan volume. Occupancy expense increased $14,000 while equipment expense
        decreased $2,000. Other expenses decreased $114,000 primarily due to a decrease
        in losses on real estate owned operations from $113,000 during the three
        months
        ended June 30, 2004 to $4,000 for the 2005 three-month period and a decrease
        in
        advertising expense due to product advertising campaign scheduling.
 
 Income
        taxes increased $66,000 from $158,000 for the three months ending June 30,
        2004
        to $224,000 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. This credit and an increase
        in
        taxable income were the primary reasons for the increase 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 Six Months Ended June 30, 2005 and
        2004**
 
 Net
        income decreased $206,000 from $852,000 for the six months ended June 30,
        2004
        to $646,000 for the six months ended June 30, 2005. The return on average
        assets
        for the six months ended June 30, 2005 was .49% compared to .65% for the
        comparable period in 2005. The return on average equity for the six months
        ended
        June 30, 2005 was 3.82% compared to 4.79% for the comparable six-month period
        in
        2004.
 
 Interest
        income was $7.1 million for both six-month periods ending June 30, 2005 and
        2004. The yield on interest-earning assets was 5.76% during the 2005 period
        compared to 5.75% during the 2004 period. Average interest-earning assets
        were
        $246.7 million for the six months ended June 30, 2004 and $245.7 million
        for the
        2004 comparable six-month period. For the six months ended June 30, 2005,
        interest expense was $3.4 million as compared to $3.1 million for the six
        months
        ended June 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
        3.03% during the 2005 period and an increase in average interest-bearing
        liabilities from $221.8 million at June 30, 2004 to $224.8 million at June
        30,
        2005.
 
 The
        provision for loan losses for the six-month period ending June 30, 2005 was
        $120,000 compared to a provision of $113,000 for the comparable 2004 period.
        A
        review is performed quarterly to determine the adequacy of the current balance
        in the allowance for loan losses.
  12
  Total
        other income decreased by $12,000 from $344,000 for the six months ended
        June
        30, 2005 to $332,000 for the 2005 six-month period due to the recognition
        of
        losses related to investments in limited partnerships offset by increases
        in
        service charges on deposit accounts and other fee income. Due to the operating
        results of the limited partnerships, equity in losses of the limited
        partnerships increased to $133,000 for the six months ended June 30, 2005
        as
        compared to no losses recorded in the 2004 comparable six-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 $38,000 and
        other
        income of $83,000 were primarily due to increases in services offered and
        other
        miscellaneous fees.
 
 Total
        other expenses decreased $67,000 from $2,969,000 for the six months ended
        June
        30, 2004 to $2,902,000 for the comparable period in 2005. Salaries and employee
        benefits increased $41,000 primarily due to cost of benefits, primarily medical
        insurance, provided to employees. Occupancy expense increased $25,000 while
        equipment expense decreased $12,000. Legal expense decreased $25,000 and
        other
        expenses decreased $96,000 primarily due to a decrease in advertising expense
        of
        $6,000 and a decrease in losses on real estate owned operations from $133,000
        during the six months ended June 30, 2004 to $10,000 for the 2005 six-month
        period.
 
 Income
        taxes increased $32,000 from $331,000 for the six months ending June 30,
        2004 to
        $363,000 for the 2005 six-month period. An $89,000 tax credit from the limited
        partnerships was used in 2004 that was not available in the 2005 six-month
        period to offset the tax liability. This credit was partially offset by a
        decrease in taxable income. As stated earlier, 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. At both
        June
        30, 2005 and December 31, 2004 Union Federal had $3.8 million in classified
        loans. Union Federal had $2.0 million and $1.8 million in loans classified
        as
        special mention as of June 30, 2005 and December 31, 2004 respectively. In
        addition, Union Federal had $1.5 million and $1.7 million of loans classified
        as
        substandard at June 30, 2005 and December 31, 2004, respectively. At June
        30,
        2005 and December 31, 2004, there were $336,000 and $325,000, respectively,
        in
        loans classified as doubtful and no loans were classified as loss for either
        period end. At June 30, 2005 and December 31, 2004 all of the substandard
        and
        doubtful loans totaling $1,852,000 and $2,050,000, respectively, were
        non-accrual loans. The allowance for loan losses was $1,020,000 or .46% of
        loans
        at June 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
        June
        30, 2004, Union Federal had liquid assets of $18.7 million and a liquidity
        ratio
        of 8.1%.
 
 **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.
  13
 Item
        3. Quantitative and Qualitative Disclosures About Market Risk
 
 Presented
        below, as of March 31, 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
                    March 31, 2005
                At
                    March 31, 2004Changes
                    In Rates
                $
                    Change in NPV
                %
                    Change in NPV
                $
                    Change in NPV
                %
                    Change in NPV+300
                bp
                $(10,871
                )
                (28
                )%
                $(13,035
                )
                (33
                )%+200
                bp
                (6,894
                )
                (17
                )
                (7,837
                )
                (20
                )+100
                bp
                (3,097
                )
                (8
                )
                (3,135
                )
                (8
                )0
                bp
                0
                
                0
                
                0
                
                0-100
                bp
                1,258
                
                +3
                
                153
                
                0-200
                bp
                123
                
                0
                
                ---
                
                ---
 Management
        believes that at June 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), 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 adequate and are designed to ensure that material
        information relating to the Company would be made known to such officers
        by
        others within the Company on a timely basis.
 
 (b) Changes
        in internal controls .
        There
        were no significant 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 has materially
        affected, or is 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
 
 The
        following matters were submitted to a vote of the security holders during
        the
        Company’s Annual Meeting of Shareholders held on April 20, 2005:
 
 (a)
              Two
                  directors were elected to terms expiring in 2008 by the following
                  votes:
 
 Phillip
                  E. Grush
              For:
                  1,697,755
              Withheld:   51,685Joseph
                  E. Timmons
              For:
                  1,685,781
              Withheld:   63,659
 
 The
        terms
        of office of the following directors of Union Community Bancorp continued
        after
        the Annual Shareholder Meeting:
 
 Name
              Term
                  Expires InC.
                  Rex Henthorn
              2006Samuel
                  H. Hildebrand
              2006Joseph
                  M. Malott
              2006Harry
                  A. Siamas
              2006Philip
                  L. Boots
              2007Mark
                  E. Foster
              2007John
                  M. Horner
              2007
 
 For
              Against
              Abstentions(b)
              Ratification
                  of appointment of BKD, LLP as auditors
              1,735,221
              7,686
              6,533
 
 Item
        5.  Other
        Information
 
 On
        April
        20, 2005, the Company executed the Fifth Amendment to the Union Community
        Bancorp Employee Stock Ownership Plan and Trust Agreement (the “Amendment”). The
        Amendment modifies the Union Community Bancorp Employee Stock Ownership Plan
        and
        Trust Agreement (the “Plan”) to change the mandatory small benefit cashout
        threshold from $5,000 to $1,000, effective with respect to distributions
        of
        benefits on or after March 28, 2005. A copy of the Plan, as modified through
        the
        date hereof, including the Amendment, accompanies this Report as Exhibit
        10(4).
 
 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:   August
                  15, 2005
              
              By:
              /s/
                  Alan L. GrimbleAlan
                  L. Grimble
                Chief
                  Executive OfficerDate:   August
                  15, 2005
              
              By:
              /s/
                  J. Lee WaldenJ.
                  Lee Walden
                Chief
                  Financial Officer
 
 
 
  16
  **EXHIBIT
        INDEX**
 
 
 **Exhibit
                  Number**
              **Exhibit
                  Description**(including
                  updated incorporation references)3(2)
              Registrant’s
                  Amended Code of By-Laws (incorporated by reference to Exhibit 3.2
                  to the
                  Registrant’s Quarterly Report on Form 10-Q for the period ended September
                  30, 2001, filed with the SEC on November 17, 2001)10(2)
              Union
                  Community Bancorp Stock Option Plan, as amended on and through
                  July 20,
                  200510(3)
              Union
                  Federal Savings and Loan Association Recognition and Retention
                  Plan and
                  Trust, as amended on and through July 20, 200510(4)
              Union
                  Community Bancorp Employee Stock Ownership Plan and Trust Agreement,
                  as
                  amended through Fifth Amendment, dated April 20, 200510(5)
              Employment
                  Agreement, between Union Federal Savings and Loan Association and
                  Joseph
                  E. Timmons, effective July 1, 2001 (incorporated by reference to
                  Exhibit
                  10(5) to the Registrant’s Registration Statement on Form S-4, filed with
                  the SEC on October 10, 2001)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. Section 1350, as adopted pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002