SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              -------------------

                                  FORM 10-QSB
                               ------------------

(Mark One)

[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the quarterly period ended June 30, 2004

[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the transition period from _____________ to _____________.

Commission File Number 000-________

                     Sand Hill IT Security Acquisition Corp.
                        --------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)



        Delaware                                                20-0996152
(State or other Jurisdiction                                 (I.R.S. Employer
     of incorporation)                                      Identification No.)

    3000 Sand Hill Road, Building 1, Suite 240, Menlo Park, California 94025
                     (Address of Principal Executive Office)

                                 (650) 926-7022
                (Issuer's Telephone Number, Including Area Code)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ] No [X]

As of August 25,  2004,  4,110,000  shares of common  stock,  par value $.01 per
share, were issued and outstanding.

Transitional Small Business Disclosure Format (check one):
Yes [  ] No [X]

<PAGE>
<TABLE>
<CAPTION>

                                 Index

                                                                            Page No.
<S>     <C>                                                                     <C>

Part I:  Financial Information

         Item 1 -Financial Statements                                            3

         Condensed Balance Sheets                                                3
         Condensed Statements of Operations                                      4
         Condensed Statements of Cash Flows                                      5
         Notes to Condensed Financial Statements                                 6

         Item 2 - Management's Discussion and Analysis or Plan of Operation     10

         Item 3 - Controls and Procedures                                       11

Part II.  Other Information

         Item 2 - Changes in Securities and Small Business Issuer
          Purchases of Equity Securities                                        11

         Item 5 - Other Information                                             12

         Item 6 - Exhibits and Reports on Form 8-K                              12

Signatures                                                                      14
Exhibit Index                                                                   15
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                     SAND HILL IT SECURITY ACQUISITION CORP.
                    (A Corporation in the Development Stage)

                            CONDENSED BALANCE SHEETS
<S>                                                             <C>                     <C>

ASSETS                                                           June 30, 2004
                                                                   (Unaudited)           April 20, 2004
                                                                 --------------          --------------
Current assets:
Cash..........................................................   $     18,385            $     25,000
     Total current assets.....................................         18,385                  25,000
                                                                       ------                  ------
Deferred offering costs.......................................        124,519                   9,203
                                                                      -------                   -----
Total Assets..................................................   $    142,904            $     34,203
                                                                      =======                  ======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

     Accounts payable and accrued expenses....................   $     90,597            $     13,953
     Note payable, stockholder................................         40,000                      --
                                                                       ------                      --
Total Liabilities.............................................   $    130,597            $     13,953
                                                                      -------                  ------

Stockholders' Equity:

Preferred stock, $0.01 par value
     Authorized 5,000,000 shares; none issued.................   $         --            $         --

Common stock, $0.01 par value
     Authorized 50,000,000 shares
     Issued and outstanding, 1,000,000 shares.................         10,000                  10,000

Additional paid-in capital....................................         15,000                  15,000

Deficit accumulated during the development stage..............        (12,693)                 (4,750)
                                                                       ------                   -----

Total Stockholders' Equity....................................         12,307                  20,250
                                                                       ------                  ------
Total Liabilities and Stockholders' Equity....................   $    142,904            $     34,203
                                                                      =======                  ======
</TABLE>
           See accompanying notes to condensed financial statements.

                                       3
<PAGE>

                     SAND HILL IT SECURITY ACQUISITION CORP.
                    (A Corporation in the Development Stage)

                       CONDENSED STATEMENTS OF OPERATIONS

                                              Period from
                                             April 15, 2004        Period from
                                             (inception) to      April 15, 2004
                                             June 30, 2004       (inception) to
                                              (Unaudited)        April 20, 2004
                                            --------------       --------------

Formation and operating costs............       $12,693               $4,750
                                                -------               ------

Net Loss.................................        $12,693               $4,750
                                                 =======               ======

Weighted Average Shares Outstanding......      1,000,000            1,000,000
                                               =========            =========

Net Loss Per Share (Basic and Diluted)...         $0.01                $0.00
                                                  =====                =====




           See accompanying notes to condensed financial statements.

                                       4
<PAGE>


                     SAND HILL IT SECURITY ACQUISITION CORP.
                    (A Corporation in the Development Stage)

                       CONDENSED STATEMENTS OF CASH FLOWS


                                              Period from
                                             April 15, 2004        Period from
                                             (inception) to      April 15, 2004
                                             June 30, 2004       (inception) to
                                              (Unaudited)        April 20, 2004
                                            --------------       --------------

CASH FLOW FROM OPERATING ACTIVITIES
  Net loss..........................            $(12,693)            $(4,750)
  Increase in accounts payable and
  accrued expenses..................              90,597              13,953
                                                  ------              ------
Net cash provided by operating
  activities.......................               77,904               9,203
                                                  ------               -----

CASH FLOW FROM FINANCING ACTIVITIES
  Proceeds from sale of common stock
    to initial stockholders........               25,000              25,000
  Proceeds from note payable, stockholder         40,000
  Deferred costs of the proposed public
    offering.......................             (124,519)             (9,203)
                                                ---------             -------
Net cash used in financing activities            (59,519)             15,797
                                                 --------             ------

NET INCREASE IN CASH...............               18,385              25,000
CASH AT BEGINNING OF PERIOD........                  ---                 ---
                                                  ------              ------

CASH AT END OF PERIOD..............              $18,385             $25,000
                                                 =======             =======



           See accompanying notes to condensed financial statements.

                                       5
<PAGE>
                     SAND HILL IT SECURITY ACQUISITION CORP.
                    (A Corporation in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS
            As of and for the Periods From Inception (April 15, 2004)
                        Ended June 30 and April 20, 2004

1.   ORGANIZATION, BUSINESS OPERATIONS

     Sand Hill IT Security Acquisition Corp. (the "Company") was incorporated in
Delaware on April 15, 2004 as a blank check company whose  objective is to merge
or acquire an  operating  business in the IT security  industry.  The  Company's
initial  stockholders'  purchased  1,000,000  shares of common stock,  $0.01 par
value, for $25,000 on April 20, 2004.

     The  registration  statement  for the  Company's  initial  public  offering
("Offering")  was effective July 26, 2004. The Company  consummated the Offering
on July 30, 2004 and received  proceeds,  net of the  underwriters'  discount of
$20,196,000.  The Company's  management has broad discretion with respect to the
specific   application   of  the  net  proceeds  of  this   Offering,   although
substantially  all of the net  proceeds  of this  Offering  are  intended  to be
generally  applied  toward  consummating  a  merger  with or  acquisition  of an
operating business in the IT security industry ("Business  Combination").  There
is no assurance that the Company will be able to successfully  effect a Business
Combination. An amount equal to $18,360,000 is being held in an interest bearing
trust account  ("Trust Fund") until the earlier of (i) the  consummation  of its
first  Business  Combination  or (ii)  liquidation  of the  Company.  Under  the
agreement  governing the Trust Fund, funds may only be invested in United States
government  securities  with a  maturity  of 180  days or  less.  The  remaining
proceeds may be used to pay for business,  legal and accounting due diligence on
prospective  mergers or acquisitions and continuing  general and  administrative
expenses.

     The Company,  after  signing a definitive  agreement for the merger with or
acquisition of a target  business,  will submit such transaction for shareholder
approval.  In the event that stockholders  owning 20% or more of the outstanding
stock  excluding,   for  this  purpose,  those  persons  who  were  stockholders
immediately prior to the Offering,  vote against the Business  Combination,  the
Business Combination will not be consummated.  All of the Company's stockholders
prior to the  Offering,  including  all of the  officers  and  directors  of the
Company ("Initial  Stockholders"),  have agreed to vote their founding shares of
common  stock in  accordance  with the vote of the  majority  in interest of all
other  stockholders  of the Company  ("Public  Stockholders")  with respect to a
Business  Combination.  After  consummation  of  the  Company's  first  Business
Combination, these voting safeguards no longer apply.

     With  respect  to the first  Business  Combination  which is  approved  and
consummated,  any Public Stockholder who voted against the Business  Combination
may demand that the Company redeem his or her shares.  The per share  redemption
price  will  equal  the  amount  in the  Trust  Fund as of the  record  date for
determination  of  stockholders  entitled  to vote on the  Business  Combination
divided by the number of shares of common stock held by Public  Stockholders  at
the  consummation  of the Offering.  Accordingly,  Public  Stockholders  holding
19.99% of the aggregate  number of shares owned by all Public  Stockholders  may
seek  redemption  of their shares in the event of a Business  Combination.  Such
Public  Stockholders  are  entitled to receive  their per share  interest in the
Trust Fund computed without regard to the shares held by Initial Stockholders.


                                       6
<PAGE>


     The  Company's  Certificate  of  Incorporation  provides for the  mandatory
liquidation of the Company,  without stockholder approval, in the event that the
Company  does not  consummate a Business  Combination  within 18 months from the
date of the  consummation  of the  Proposed  Offering,  or 24  months  from  the
consummation of the Proposed  Offering if certain  extension  criteria have been
satisfied. In the event of liquidation, it is likely that the per share value of
the residual assets remaining  available for distribution  (including Trust Fund
assets)  will be less than the initial  public  offering  price per share in the
Proposed Offering  (assuming no value is attributed to the Warrants contained in
the Units to be offered in the Proposed Offering as described in Notes 3 and 7).

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
     The financial  statements include the accounts of the Company.  The Company
has not commenced  operations effective June 30, 2004. All activity through June
30, 2004, is related to the Company's formation and preparation of the Offering.
The Company has selected December 31 as its fiscal year end.

     The accompanying  unaudited condensed  financial  statements of the Company
have  been  prepared  by  management  in  accordance  with  accepted  accounting
principles  generally  accepted  in the  United  States of America  for  interim
financial  information and with the  instructions to Form 10-QSB and Item 310(b)
of Regulation S-B.  Accordingly,  they do not include all of the information and
footnotes  required by accounting  principles  generally  accepted in the United
States  of  America  for  complete  financial  statements.  In  the  opinion  of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.

     The  results  of  operations  for the period  ended  June 30,  2004 are not
necessarily  indicative of the results to be expected for other quarters of 2004
or for the period ended December 31, 2004. The accompanying  unaudited condensed
financial statements should be read in conjunction with financial statements and
notes contained in the Company's registration statement on Form S-1.

Use of Estimates
     The  preparation  of  financial  statements  in  conformity  with  accepted
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and liabilities and disclosure of contingencies at the date of
the  financial  statements  and the  reported  amounts  of  expenses  during the
reporting period. Actual amounts could differ from those estimates.

Cash Equivalents
     The  Company   considers  all  highly  liquid   investments  with  original
maturities of three months or less to be cash equivalents.


                                       7
<PAGE>

Concentration of Credit Risk
     Financial  instruments that potentially  subject the Company to credit risk
consist  of cash and cash  equivalents.  The  Company's  policy  is to limit the
amount of credit exposure to any one financial institution and place investments
with financial  institutions  evaluated as being creditworthy,  or in short-term
money market funds which are exposed to minimal interest rate and credit risk.

Income Taxes
     The Company recognizes deferred tax assets and liabilities for the expected
future tax  consequences  of events that have been  recognized  in the Company's
financial statements or tax returns. Under this method,  deferred tax assets and
liabilities  are  determined  based  on the  difference  between  the  financial
statement  carrying  amounts and the tax bases of assets and  liabilities  using
enacted tax rates in effect in the years in which the  differences  are expected
to reverse.  At June 30, 2004 and April 20,  2004,  a deferred  income tax asset
relating  to the  Company's  net  operating  loss is offset by a full  valuation
allowance based upon a lack of earnings history for the Company.

Earnings per Common Share
     Basic  earnings  per share  ("EPS")  is  computed  by  dividing  net income
applicable to common stock by the weighted  average  common  shares  outstanding
during  the  period.  Diluted  EPS  reflects  the  additional  dilution  for all
potentially dilutive securities such as stock warrants.

3.   PUBLIC OFFERING

     On July 30, 2004,  the Company sold 3,600,000  units  ("Units") in a public
offering,  which included granting the underwriters' an overallotment  option to
purchase up to an additional  540,000 units.  Each Unit consists of one share of
the Company's  common stock,  $0.01 par value,  and two Redeemable  Common Stock
Purchase Warrants ("Warrants"). Each Warrant will entitle the holder to purchase
from the  Company  one  share of  common  stock  at an  exercise  price of $5.00
commencing on the later of the completion of a Business  Combination or one year
from the effective date of the Offering and expiring five years from the date of
the  prospectus.  The Warrants  will be  redeemable by the Company at a price of
$0.01 per Warrant upon 30 days' notice  after the Warrants  become  exercisable,
only in the event that the last sale price of the common stock is at least $8.50
per share for any 20 trading  days within a 30 trading day period  ending on the
third  day  prior to the date on which  notice of the  redemption  is given.  In
connection  with the  Offering,  the  Company  issued an option  for $100 to the
underwriters'  to purchase 270,000 Units at an exercise price of $7.50 per Unit.
The Units  issuable upon exercise of this option are identical to those included
in the Offering except that exercise price of the Warrants included in the units
will be $6.65 per share.

4.   COMMITMENT

     The  Company  presently  occupies  office  space  provided  by  an  Initial
Stockholder.  Such affiliate has agreed that,  until the acquisition of a target
business  by the  Company,  it will make such office  space,  as well as certain

                                       8
<PAGE>

office and secretarial services, available to the Company, as may be required by
the Company  from time to time.  The  Company  has agreed to pay such  affiliate
$7,500  per month for such  services  commencing  on the  effective  date of the
Offering.

5.   NOTE PAYABLE

     Sand Hill  Security,  LLC,  an Initial  Stockholder  and  affiliate  of the
officers  and  directors of the  Company,  has entered  into a revolving  credit
agreement  with the Company in the amount of $60,000.  Advances under the credit
facility amounted to $40,000 as of June 30, 2004. The loan was repaid out of the
net proceeds of the Offering.

6.   PREFERRED STOCK

     The Company is authorized to issue 5,000,000 shares of preferred stock with
such designations,  voting and other rights and preferences as may be determined
from time to time by the Board of Director.

7.   SUBSEQUENT EVENTS

     On July 30, 2004,  The Company  completed  its initial  public  offering of
3,600,000 Units,  with each Unit consisting of one share of our common stock and
two  warrants,  each to  purchase  one share of our common  stock at an exercise
price of $5.00 per share.  The Units were sold at an offering price of $6.00 per
Unit, generating gross proceeds of $21,600,000.  Additionally, the underwriters'
purchased 510,000 units,  pursuant to the exercise of the over-allotment  option
granted  in  connection  with  the  Offering,   generating   gross  proceeds  of
$3,060,000.  The  securities  sold in the  offering  were  registered  under the
Securities  Act of 1933. The  Securities  and Exchange  Commission  declared the
registration statement effective on July 26, 2004.

     The  Company  paid a total of  $2,250,900  in  underwriting  discounts  and
commissions,  including $648,000 for the underwriters'  non-accountable  expense
allowance of 3% of the gross proceeds from the shares sold in the initial public
offering,  and  approximately  $368,000 has been paid or accrued for other costs
and expenses related to the offering.

     After deducting the  underwriting  discounts and commissions and payment of
all of the offering  expenses  referred to above,  the total net proceeds to the
Company  from  the  Offering  will  be  approximately   $22,041,100,   of  which
$20,961,000 has been deposited into a trust fund and the remaining  proceeds are
available to be used to provide for business, legal and accounting due diligence
on prospective  business  combinations and continuing general and administrative
expenses.


                                       9
<PAGE>


Item 2.  Management's Discussion and Analysis or Plan of Operation

     The following  discussion  should be read in conjunction with the financial
statements and footnotes thereto incorporated by reference in this report.

Forward Looking Statements

     The statements  discussed in this report include forward looking statements
that involve risks and  uncertainties  detailed from time to time in our reports
filed with the Securities and Exchange Commission.

Plan of Operation

     We were formed on April 15, 2004, to serve as a vehicle to effect a merger,
capital stock exchange,  asset acquisition or other similar business combination
with an  operating  business in the IT security  industry.  We intend to utilize
cash derived from the proceeds of our recently  completed public  offering,  our
capital  stock,  debt or a  combination  of cash,  capital  stock and  debt,  in
effecting a business combination.

     On July 30, 2004,  we completed  our initial  public  offering of 3,600,000
Units,  with  each Unit  consisting  of one  share of our  common  stock and two
warrants, each to purchase one share of our common stock at an exercise price of
$5.00 per  share.  The Units were sold at an  offering  price of $6.00 per Unit,
generating  gross  proceeds  of  $21,600,000.  Additionally,  the  underwriters'
purchased 510,000 units,  pursuant to the exercise of the over-allotment  option
granted  in  connection  with the  initial  public  offering,  generating  gross
proceeds of $3,060,000.  The representatives of the underwriters in the offering
were I-Bankers Securities Incorporated and Newbridge Securities Corporation. The
Securities and Exchange Commission declared the registration statement effective
on July 26, 2004.

     We paid a total of $2,250,900 in  underwriting  discounts and  commissions,
including $648,000 for the underwriters' non-accountable expense allowance of 3%
of the gross proceeds from the shares sold in the initial public  offering,  and
approximately  $368,000  has been paid or accrued for other  costs and  expenses
related to the offering.

     After deducting the  underwriting  discounts and commissions and payment of
all of the  offering  expenses  referred to above,  the total net proceeds to us
from the offering will be approximately  $22,041,100,  of which  $20,961,000 has
been deposited into a trust fund and the remaining  proceeds are available to be
used to provide for business,  legal and accounting due diligence on prospective
business  combinations and continuing general and administrative  expenses.  The
net loss of $12,693 reported for the period from inception through June 30, 2004
consists solely of costs associated with our formation.

     We will  use  substantially  all of the net  proceeds  of our  offering  to
acquire a target  business,  including  identifying  and evaluating  prospective
acquisition   candidates,   selecting  the  target  business,  and  structuring,
negotiating and  consummating the business  combination.  To the extent that our

                                       10
<PAGE>

capital stock is used in whole or in part as  consideration to effect a business
combination,  the  proceeds  held in the  trust  fund as well as any  other  net
proceeds  not  expended  will be used to finance  the  operations  of the target
business.  We believe that we have  sufficient  available  funds  outside of the
trust  fund  to  operate  through  July  30,  2006,  assuming  that  a  business
combination is not consummated during that time.

     Over this time period, we anticipate approximately $250,000 of expenses for
legal,   accounting   and  other   expenses   related   to  the  due   diligence
investigations,  structuring and negotiating of a business combination, $180,000
for the administrative fee payable to Sand Hill Security,  LLC ($7,500 per month
for two years),  $100,000 of expenses for the due diligence and investigation of
a target business,  $75,000 of expenses in legal and accounting fees relating to
our SEC reporting obligations and $220,200 for general working capital that will
be  used  for  miscellaneous  expenses  and  reserves,  including  approximately
$180,000  for  director  and officer  liability  insurance  premiums.  We do not
believe we will need to raise  additional funds following this offering in order
to meet the expenditures  required for operating our business.  However,  we may
need to raise  additional  funds  through a private  offering  of debt or equity
securities if such funds are required to consummate a business  combination.  We
would only consummate such a fund raising  simultaneously  with the consummation
of a business combination.

     We are obligated,  commencing  July 26, 2004, to pay to Sand Hill Security,
LLC, an affiliate of our  directors  and  executive  officers,  a monthly fee of
$7,500 for general and administrative services. In addition, in April 2004, Sand
Hill  Security,  LLC advanced an  aggregate of $40,000 to us, on a  non-interest
bearing basis, for payment of offering  expenses on our behalf.  This amount was
repaid in August 2004 out of the proceeds of our initial public offering.

Item 3.  Controls and Procedures

     An  evaluation  of  the  effectiveness  of  our  disclosure   controls  and
procedures  as of June 30,  2004 was made  under  the  supervision  and with the
participation of our management, including our chief executive officer and chief
financial officer. Based on that evaluation,  they concluded that our disclosure
controls and  procedures  are  effective as of the end of the period  covered by
this report to ensure that information required to be disclosed by us in reports
that we file or submit  under the  Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and  reported  within  the  time  periods  specified  in
Securities  and Exchange  Commission  rules and forms.  During the most recently
completed fiscal quarter,  there has been no significant  change in our internal
control over financial reporting that has materially affected,  or is reasonably
likely to materially affect, our internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 2.  Changes in Securities and Small Business Issuer Purchases of
         Equity Securities

     On July 30, 2004, we closed our initial public offering of 3,600,000 Units,
with each Unit  consisting  of one share of our common  stock and two  warrants,
each to purchase one share of our common stock at an exercise price of $5.00 per
share.  The Units were sold at an offering  price of $6.00 per Unit,  generating

                                       11
<PAGE>

gross proceeds of $21,600,000. Additionally, the underwriters' purchased 510,000
units,  pursuant  to  the  exercise  of the  over-allotment  option  granted  in
connection  with the  initial  public  offering,  generating  gross  proceeds of
$3,060,000.  The  representatives  of  the  underwriters  in the  offering  were
I-Bankers  Securities  Incorporated and Newbridge  Securities  Corporation.  The
securities sold in the offering were registered under the Securities Act of 1933
on a  registration  statement on Form S-1 (No.  333-114861).  The Securities and
Exchange  Commission  declared the registration  statement effective on July 26,
2004.

     We paid a total of $2,250,900 in  underwriting  discounts and  commissions,
including $648,000 for the underwriters' non-accountable expense allowance of 3%
of the gross proceeds from the shares sold in the initial public  offering,  and
approximately  $368,000  has been paid or accrued for other  costs and  expenses
related to the offering.

     After deducting the  underwriting  discounts and commissions and payment of
all of the  offering  expenses  referred to above,  the total net proceeds to us
from the offering will be approximately  $22,041,100,  of which  $20,961,000 has
been deposited into a trust fund and the remaining  proceeds are available to be
used to provide for business,  legal and accounting due diligence on prospective
business combinations and continuing general and administrative expenses.

Item 5:  Other Information

         In August 2004, our board of directors adopted a code of business
conduct and ethics that applies to our directors, officers and employees as well
as those of our subsidiaries. A copy of our code of ethics has been filed as an
exhibit to this Quarterly Report on Form 10-QSB.

Item 6:  Exhibits and Reports on Form 8-K

         (a)    Exhibits:

                14       Code of Business Conduct and Ethics

                31.1     Section 302 Certification by CEO

                31.2     Section 302 Certification by CFO

                32.1     Section 906 Certification by CEO

                32.2     Section 906 Certification by CFO

         (b)    Reports on Form 8-K:

                Date              Items       Financial Statements

                August 3, 2004    5, 7        Audited Financial Statements for
                                              the periods from April 15, 2004
                                              (inception) to June 30, 2004 and
                                              April 15, 2004 (Inception) to
                                              April 20, 2004

                                       13

<PAGE>


                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                      Dated:  September 7, 2004

                                      SAND HILL IT SECURITY ACQUISITION CORP.

                                      /s/ Humphrey P. Polanen
                                      Humphrey P. Polanen
                                      Chief Executive Officer

                                      /s/ Cary M. Grossman
                                      Cary M. Grossman
                                      Chief Financial Office and Secretary



                                       14
<PAGE>


                                  EXHIBIT INDEX

         Number            Description

         14                Code of Business Conduct and Ethics

         31.1              Section 302 Certification by CEO

         31.2              Section 302 Certification by CFO

         32.1              Section 906 Certification by CEO

         32.2              Section 906 Certification by CFO





                                       15