UNITED STATESSECURITIES 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
September 30, 2006
 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
001-32580
  U.S. HELICOPTER CORPORATION
 (Name of Small Business
Issuer in Its Charter)
  DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization)
27-0096927
(I.R.S. EmployerIdentification No.)  6 East River Piers, Suite
216, Downtown Manhattan HeliportNew York, NY 10004
 (Address of Principal
Executive Offices) (Zip Code)
 (212) 248-2002
 (Issuers Telephone
Number, Including Area Code)


U.S. HELICOPTER CORPORATION
FORM 10-QSBFOR THE PERIOD ENDED SEPTEMBER 30, 2006
 INDEX
 PAGEPART 1FINANCIAL INFORMATIONITEM 1.
     
     FINANCIAL STATEMENTSBalance Sheet (Unaudited)
     
     1Statements of Operations (Unaudited)
     
     2Statements of Cash Flows (Unaudited)
     
     3Notes to Financial Statements (Unaudited)
     
     4ITEM 2.
     
     MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
     
     13ITEM 3.
     
     CONTROLS AND PROCEDURES
     
     26PART IIOTHER INFORMATIONITEM 5.
     
     OTHER INFORMATION
     
     28ITEM 6.
     
     EXHIBITS AND REPORTS ON FORM 8-K
     
     29


PART I - FINANCIAL
INFORMATIONITEM 1. FINANCIAL STATEMENTS
 U.S. HELICOPTER CORPORATION
 BALANCE SHEETS
 September 30,2006
     
     December 31,2005[Unaudited]Assets:Current Assets:Cash
     
     
     $
     1,039,902
     
     $
     4,459,397Restricted Cash
     
     
     
     53,670
     
     
     250,000Accounts Receivable
     
     
     
     123,467
     
     
     Prepaid Expenses
     
     
     
     271,223
     
     
     114,336Other Current Assets
     
     
     
     411,858
     
     
     32,068Total Current Assets
     
     
     
     1,900,120
     
     
     4,855,801Property and Equipment:Leasehold Improvements
     
     
     
     1,050,036
     
     
     116,682Office Equipment
     
     
     
     100,026
     
     
     8,906Less: Accumulated Depreciation
     
     
     
     (159,254
     )
     
     (2,970
     )Property and Equipment - Net
     
     
     
     990,808
     
     
     122,618Other Assets:Deferred Financing
Costs, Net of Accumulated Amortization of $109,500 and $186,562 at September 30, 2006 and December 31, 2005,
respectively
     
     
     
     985,500
     
     
     173,438Deferred Offering Costs
     
     
     
     215,136
     
     
     167,622Deposits
     
     
     
     822,350
     
     
     202,765Total Other Assets
     
     
     
     2,022,986
     
     
     543,825Total Assets
     
     
     $
     4,913,914
     
     $
     5,522,244Liabilities and Stockholders Equity:Current Liabilities:Note Payable
     
     
     $
     
     
     $
     250,000Current Maturities of
Long-Term Debt, Net of Discount of $10,394 and $-0- at September 30, 2006 and December 31, 2005,
respectively
     
     
     
     484,111
     
     
     1,555,424Accounts Payable and Accrued Expenses
     
     
     
     1,186,255
     
     
     430,260Deferred Salary and Taxes Payable
     
     
     
     5,061
     
     
     179,345Accrued Salary and Taxes Payable
     
     
     
     111,117
     
     
     23,036Air Traffic Liability
     
     
     
     87,452
     
     
     Derivative Liability
     
     
     
     7,064
     
     
     Total Current Liabilities
     
     
     
     1,881,060
     
     
     2,438,065Long-Term Debt  Net of Discount
of $3,218,194 and $-0- at September 30, 2006 and December 31, 2005, respectively
     
     
     
     2,681,805
     
     
     Long-Term Derivative Liability
     
     
     
     747,700
     
     
     Deferred Charges
     
     
     
     529,270
     
     
     Total Liabilities
     
     
     
     5,839,835
     
     
     2,438,065Commitments and Contingencies
     
     
     
     
     
     
     Stockholders Equity (Deficit):Convertible Series A
Preferred Stock, $0.001 Par Value; 1,500,000 Shares Authorized; 47,000 and 316,000 Shares Issued and
Outstanding At September 30, 2006 and December 31, 2005, respectively
     
     
     
     47
     
     
     316Common Stock, $0.001 Par
Value; 95,000,000 Shares Authorized; 32,949,931 and 30,795,723 Issued and Outstanding, at September 30, 2006
and December 31, 2005, respectively
     
     
     
     32,950
     
     
     30,796Additional Paid In Capital
     
     
     
     8,507,224
     
     
     6,167,184Deferred Equity Compensation
     
     
     
     (1,191,605
     )
     
     Accumulated Deficit
     
     
     
     (8,274,537
     )
     
     (3,114,117
     )Total Stockholders Equity (Deficit)
     
     
     
     (925,921
     )
     
     3,084,179Total Liabilities and Stockholders Equity (Deficit)
     
     
     $
     4,913,914
     
     $
     5,522,244
 The Accompanying Notes Are
An Integral Part of These Financial Statements.
 1


U.S. HELICOPTER CORPORATION
 STATEMENTS OF OPERATIONS[UNAUDITED]
 Nine months endedSeptember 30,
     
     Three months endedSeptember 30,2006
     
     2005
     
     2006
     
     2005Revenues
     
     
     $
     1,121,961
     
     $
     
     
     $
     817,109
     
     $
     Expenses:Payroll
     
     
     
     2,029,193
     
     
     600,806
     
     
     742,786
     
     
     212,266Payroll Taxes and Benefits
     
     
     
     196,187
     
     
     49,844
     
     
     66,112
     
     
     16,819Crew Costs and Other
     
     
     
     83,053
     
     
     
     
     
     30,030
     
     
     Substitute Service/Interrupted Passenger
     
     
     
     12,865
     
     
     
     
     
     12,865
     
     
     Maintenance
     
     
     
     905,423
     
     
     
     
     
     545,150
     
     
     Fuel
     
     
     
     324,525
     
     
     
     
     
     186,023
     
     
     Aircraft and Traffic Servicing
     
     
     
     180,526
     
     
     
     
     
     111,839
     
     
     Other Taxes
     
     
     
     8,309
     
     
     800
     
     
     7,465
     
     
     Professional Fees
     
     
     
     1,224,451
     
     
     305,844
     
     
     426,528
     
     
     113,384Insurance
     
     
     
     472,152
     
     
     63,114
     
     
     230,329
     
     
     24,030Office Expense
     
     
     
     154,153
     
     
     85,264
     
     
     69,338
     
     
     51,946Website and Website Design
     
     
     
     20,856
     
     
     18,726
     
     
     2,625
     
     
     9,236Travel
     
     
     
     48,618
     
     
     24,530
     
     
     16,062
     
     
     7,301Rent
     
     
     
     246,097
     
     
     14,731
     
     
     117,160
     
     
     4,910Lease Expense  equipment
     
     
     
     1,010,603
     
     
     
     
     
     415,585
     
     
     Reservation Expense
     
     
     
     140,704
     
     
     79,450
     
     
     44,198
     
     
     50,000Advertising
     
     
     
     1,050,761
     
     
     
     
     
     237,983
     
     
     Licenses and Fees
     
     
     
     11,068
     
     
     10,997
     
     
     125
     
     
     6,873Depreciation and Amortization
     
     
     
     161,081
     
     
     1,810
     
     
     82,012
     
     
     611Total Expenses
     
     
     
     8,280,625
     
     
     1,303,906
     
     
     3,344,215
     
     
     497,376Net (Loss) before Interest Income and
Financing Expense
     
     
     
     (7,158,664
     )
     
     (1,303,906
     )
     
     (2,527,106
     )
     
     (497,376
     )Interest Income
     
     
     
     95,593
     
     
     
     
     
     23,220
     
     
     Interest Expense
     
     
     
     (288,237
     )
     
     
     
     
     (133,704
     )
     
     (18,022
     )Amortization of Beneficial Conversion
Feature of Long-Term Debt
     
     
     
     
     
     
     (380,000
     )
     
     
     
     
     (380,000
     )Amortization of Deferred Financing Costs
     
     
     
     (282,938
     )
     
     (98,904
     )
     
     (54,750
     )
     
     (36,562
     )Change in Fair Value of Derivative Liability
     
     
     
     2,994,900
     
     
     
     
     
     2,612,854
     
     
     Amortization of Debt Discount
     
     
     
     (521,074
     )
     
     
     
     
     (289,790
     )
     
     Deduct: Preferred Stock Dividend
     
     
     
     
     
     
     
     
     
     
     
     
     Net (Loss) Applicable to Common Shareholders
     
     
     $
     (5,160,420
     )
     $
     (1,782,810
     )
     $
     (369,276
     )
     $
     (931,960
     )Net (Loss) Per Common Share:Basic and Diluted
     
     
     $
     (.16
     )
     $
     (.07
     )
     $
     (.01
     )
     $
     (.04
     )Weighted Average Number of Shares
     
     
     
     31,801,169
     
     
     24,545,723
     
     
     32,435,074
     
     
     24,545,723
 The Accompanying Notes Are
An Integral Part of These Financial Statements.
 2


U.S. HELICOPTER CORPORATION
 STATEMENTS OF CASH FLOWS[UNAUDITED]
 Nine months endedSeptember 30,2006
     
     2005Operating Activities:Net (Loss)
     
     
     $
     (5,160,420
     )
     $
     (1,782,810
     )Adjustments to Reconcile Net (Loss)to Net Cash (Used) ByOperating Activities:Depreciation Expense
     
     
     
     161,081
     
     
     1,810Amortization of Deferred Financing Costs
     
     
     
     282,938
     
     
     98,904Accrued Interest on Convertible Debenture
     
     
     
     
     
     
     35,424Amortization of Beneficial ConversionFeature of Long-Term Debt
     
     
     
     
     
     
     380,000Amortization of Deferred Income
     
     
     
     (70,731
     )
     
     Change in Fair Value of Derivative Liability
     
     
     
     (2,994,900
     )
     
     Amortization of Debt Discount
     
     
     
     521,074
     
     
     Amortization of Deferred Equity Compensation
     
     
     
     558,312
     
     
     Fees paid to Directors  Noncash
     
     
     
     170,599
     
     
     Fees paid to Placement Agent  Noncash
     
     
     
     10,000
     
     
     Changes in Assets and Liabilities:(Increase) Decrease in:Accounts Receivable
     
     
     
     (123,465
     )
     
     Prepaid Expenses and Other Current Assets
     
     
     
     (217,676
     )
     
     12,991Restricted Cash
     
     
     
     (53,671
     )Increase (Decrease) in:Accounts Payable and Accrued Liabilities
     
     
     
     826,566
     
     
     421,594Deposits
     
     
     
     (619,585
     )
     
     Deferred Charges
     
     
     
     600,000
     
     
     Net Cash - Operating Activities
     
     
     
     (6,109,878
     )
     
     (832,087
     )Investing Activities:Acquisition of Property and Equipment
     
     
     
     (1,029,269
     )
     
     (725
     )Financing Activities:Proceeds From Long-Term Debt
     
     
     
     6,000,000
     
     
     520,000Payment of Short-Term Debt
     
     
     
     (1,507,834
     )
     
     Release of Restricted Cash
     
     
     
     250,000
     
     
     Payment of Financing Costs
     
     
     
     (1,022,514
     )
     
     (115,384
     )Net Cash - Financing Activities
     
     
     
     3,719,652
     
     
     404,616Net (Decrease) in Cash
     
     
     
     (3,419,495
     )
     
     (428,196
     )Cash - Beginning of Periods
     
     
     
     4,459,397
     
     
     501,533Cash - End of Periods
     
     
     $
     1,039,902
     
     $
     73,337Supplemental Disclosures of Cash Flow Information:Cash paid during the periods for:Interest
     
     
     $
     2,096
     
     $
     635Income Taxes
     
     
     $
     
     
     $
     
 Supplemental Disclosures
of Non-Cash Investing and Financing Activities:
  The Accompanying Notes Are
An Integral Part of These Financial Statements.
 3


U.S. HELICOPTER CORPORATION
NOTES TO FINANCIAL STATEMENTS [UNAUDITED]
 (1) Basis of
Presentation
 th th
  (2) Summary of Significant Accounting
Policies
  Use of Estimates
 Concentrations of Credit Risk
    Fair Value of Financial
Instruments
 Cash Equivalents
 4


U.S. HELICOPTER CORPORATION
NOTES TO FINANCIAL STATEMENTS [UNAUDITED]
 (2) Summary of Significant Accounting
Policies (Continued)
 Restricted Cash 
 Property and Equipment
 Impairment of Long-Lived Assets

 Deferred Offering Costs
 Advertising Costs
 Revenue Recognition
  Three months endedSeptember 30, 2006
     Three months endedJune 30, 2006
     Three months endedMarch 31, 2006Scheduled Passenger
     
     
     
     $132,461
     
     
     $129,894
     
     
     $13,577Charter
     
     
     
     681,400
     
     
     155,227
     
     
     -0-Miscellaneous
     
     
     
     3,548
     
     
     5,854
     
     
     300Totals
     
     
     
     $817,109
     
     
     $290,975
     
     
     $13,877
 Income Taxes
 (3) Deposits
  5


U.S. HELICOPTER CORPORATION
NOTES TO FINANCIAL STATEMENTS [UNAUDITED]
 (4) Accounts Payable and Accrued
Expenses
  September 30,2006
     
     December 31,2005Professional Fees
     
     
     $
     144,388
     
     $
     171,703Reservations Service
     
     
     
     48,004
     
     
     65,000Advertising
     
     
     
     124,596
     
     
     63,000Maintenance
     
     
     
     371,325
     
     
     -0-Interest
     
     
     
     270,362
     
     
     53,082Other Accounts Payable and Accrued Expenses
     
     
     
     226,580
     
     
     77,475Totals
     
     
     $
     1,186,255
     
     $
     430,260
 (5) Air Traffic Liability
  (6) Deferred Salary and Taxes
Payable
      6


U.S. HELICOPTER CORPORATION NOTES TO
FINANCIAL STATEMENTS [UNAUDITED]
 (6) Deferred Salary and Taxes Payable
(Continued)
  (7) Stock-Based Compensation
   (8) Earnings (Loss) Per Share
  (9) Deferred Offering Costs and Deferred
Financing Costs
    (10) Convertible Debt
 Long-Term Convertible Debt
 7


U.S. HELICOPTER CORPORATION
NOTES TO FINANCIAL STATEMENTS [UNAUDITED]
 (10) Convertible Debt
(Continued)
      Short-Term Convertible Debt
 8


U.S. HELICOPTER CORPORATION
NOTES TO FINANCIAL STATEMENTS [UNAUDITED]
 (10) Convertible Debt
(Continued)
  (11) Securities Offerings
 Standby Equity Distribution
Agreement
   (12) Commitments and
Contingencies
 Operating Leases
      9


U.S. HELICOPTER CORPORATION
NOTES TO FINANCIAL STATEMENTS [UNAUDITED]
 (12) Commitments and Contingencies
(Continued)
  Year endingDecember 31,2006
     
     
     $
     821,6502007
     
     
     
     820,5132008
     
     
     
     745,0082009
     
     
     
     430,0082010
     
     
     
     394,174Thereafter
     
     
     
     Total Minimum Future Lease Payments
     
     
     $
     3,211,353
 Related Party Transactions 
  (13) Income Taxes
   (14) Other Events
 Convertible Debenture Closing

 10


U.S. HELICOPTER CORPORATION NOTES TO
FINANCIAL STATEMENTS [UNAUDITED]
 (14) Other Events (Continued)
     Exercise of Warrants by Cornell Capital

  11


U. S. HELICOPTER CORPORATION
NOTES TO FINANCIAL STATEMENTS [UNAUDITED]
 (14) Other Events
(Continued)
 Term-Sheet for Leasing of Five
Helicopters


|12
|--
|  

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS
   General
   th th
 13   especially regular business
travelers
      14


15


16


17


18



     November 2, 2005: Received one Sikorsky S-76B aircraft 
     December
1, 2005: Received one Sikorsky S-76B aircraft 
     February 14, 2006: Received one Sikorsky S-76B aircraft 
     May
15, 2006: Received one Sikorsky S-76B aircraft 
     December 2006: Anticipated delivery of one Sikorsky S-76B aircraft 
     January
2007: Anticipated Delivery of one Sikorsky S-76B aircraft 
     February 2007: Anticipated delivery of one Sikorsky S-76B aircraft     Share-Based Payment Accounting for Stock Based Compensation
  19


Accounting Changes and Error Correctionsa replacement of APB Opinion No. 20 and FASB
Statement No. 3
       20


Accounting for the Impairment or Disposal of Long-Lived Assets
   Additional Information.
 Off-Balance Sheet
Arrangements.
  Overview
 th th
 21


22


Business Strategy
   23


Roll-Out Plan
      24


Elapsed Travel Time Comparison Sheet (1)TravelMethod
     
     DepartureZone
     
     Destination
     
     Average Travel TimeDeparture Zone toDestination
     
     TravelTimeCheck-in &Security
     
     TotalElapsedTravelTime
     
     USHelicopterTimeSavingsIn Manhattan
     
     OutsideManhattanGround
     
     Downtown
     
     JFK
     
     20 min
     
     90 min
     
     45 min
     
     155 min
     
     120 minGround
     
     Downtown
     
     EWR
     
     15 min
     
     75 min
     
     45 min
     
     135 min
     
     100 minGround
     
     Downtown
     
     LGA
     
     20 min
     
     60 min
     
     45 min
     
     125 min
     
     90 minHelicopter
     
     Downtown
     
     All
     
     10 min
     
     10 min
     
     15 min
     
     35 minGround
     
     East Side
     
     JFK
     
     15 min
     
     90 min
     
     45 min
     
     150 min
     
     110 minGround
     
     East Side
     
     EWR
     
     25 min
     
     75 min
     
     45 min
     
     145 min
     
     105 minGround
     
     East Side
     
     LGA
     
     15 min
     
     60 min
     
     45 min
     
     120 min
     
     80 minHelicopter
     
     East Side
     
     All
     
     15 min
     
     10 min
     
     15 min
     
     40 minGround
     
     West Side
     
     JFK
     
     25 min
     
     90 min
     
     45 min
     
     160 min
     
     115 minGround
     
     West Side
     
     EWR
     
     15 min
     
     75 min
     
     45 min
     
     135 min
     
     90 minGround
     
     West Side
     
     LGA
     
     25 min
     
     60 min
     
     45 min
     
     130 min
     
     85 minHelicopter
     
     West Side
     
     All
     
     20 min
     
     10 min
     
     15 min
     
     45 min(1) The travel time estimates used in this table were taken from several different reliable
sources. First, travel data from the Port Authority of New York and New Jersey was used to establish the
existing methods of travel and the published elapsed time for each of those travel methods. This included the
amount of time a passenger would have to plan to travel to/from each airport. Second, informal management
surveys were taken of business persons working and/or traveling to/from Manhattan via the airports, which data
correlated very well with Port Authority data. Third, the Companys management team has thorough knowledge of
the New York City area with respect to transportation and airline service, which was relied upon to separate
the data into the different segments as shown in the above table. In addition, the Company has confirmed
travel times through actual flights provided by United Technologies (an entity affiliated with Sikorsky
Aircraft) on two recent occasions. In all scenarios, the elapsed time of ground based travel is significantly
higher than that of the helicopter.     25


RISK FACTORS
   RISKS RELATED TO OUR BUSINESS AND
AVIATION INDUSTRY
 We Have Limited Revenue from
Operations and May Need to Raise Additional Capital To Finance Operations. Our Operations since Inception have
not Generated a Profit.
    26


Our Failure to Successfully
take Delivery of, Place into Service and Integrate into our Operations the Aircraft we Intend to
Lease/Purchase could Harm our Business.
  
     November 2, 2005: Received one Sikorsky S-76B aircraft 
     December
1, 2005: Received one Sikorsky S-76B aircraft 
     February 14, 2006: Received one Sikorsky S-76B aircraft 
     May
15, 2006: Received one Sikorsky S-76B aircraft 
     December 2006: Anticipated delivery of one Sikorsky S-76B aircraft 
     January
2007: Anticipated Delivery of one Sikorsky S-76B aircraft 
     February 2007: Anticipated delivery of one Sikorsky S-76B aircraft  
     difficulties or delays in obtaining the necessary certification from aviation
regulatory authorities and validation from the FAA as to the aircrafts
airworthiness; 
     delays in meeting the aircraft delivery schedule; 
     difficulties in obtaining financing on acceptable terms; and 
     inability of the aircraft and all of its components to comply with agreed upon
specifications and performance standards.  RISKS RELATED TO CORNELL CAPITAL
FINANCING
  Cornell Capital Could Acquire
a Significant Amount of Our Common Stock and, if it Does So, Could Exercise Significant Influence Over
Us.
  27


ITEM 3. CONTROLS AND
PROCEDURES
  PART IIOTHER INFORMATION
 ITEM 5. OTHER INFORMATION
    28


ITEM 6. EXHIBITS AND REPORTS ON FORM
8-K
  Exhibit No.
     
     Document Description
     
     Location10.73
     
     Securities Purchase Agreement dated November 10, 2006 between U.S. Helicopter Corporation and Cornell Capital Partners, LP (exhibits and schedules omitted)
     
     (1)10.74
     
     Form of 8% Secured Convertible Debenture in the principal amount of $2,750,000
     
     (1)10.75
     
     Amended and Restated Security Agreement dated November 10, 2006 between U.S. Helicopter Corporation and Cornell Capital Partners, LP
     
     (1)10.76
     
     Investor Registration Rights Agreement dated November 10, 2006 between U.S. Helicopter Corporation and Cornell Capital Partners, LP
     
     (1)10.77
     
     Form of Lock-Up Agreement
     
     (1)10.78
     
     Form of Warrant No. USHP-3-1 to purchase 500,000 shares of U.S. Helicopter common stock at $1.20 per share issued to Cornell Capital Partners, LP
     
     (1)10.79
     
     Form of Warrant No. USHP-3-2 to purchase 500,000 shares of U.S. Helicopter common stock at $1.35 per share issued to Cornell Capital Partners, LP
     
     (1)10.80
     
     Form of Warrant No. USHP-3-3 to purchase 500,000 shares of U.S. Helicopter common stock at $1.50 per share issued to Cornell Capital Partners, LP
     
     (1)10.81
     
     Form of Warrant No. USHP-3-4 to purchase 500,000 shares of U.S. Helicopter common stock at $1.65 per share issued to Cornell Capital Partners, LP
     
     (1)10.82
     
     Form of Warrant No. USHP-2-5 to purchase 125,000 shares of U.S. Helicopter common stock at $1.20 per share issued to Cornell Capital Partners, LP
     
     (1)10.83
     
     Form of Warrant No. USHP-2-6 to purchase 125,000 shares of U.S. Helicopter common stock at $1.35 per share issued to Cornell Capital Partners, LP
     
     (1)10.84
     
     Form of Warrant No. USHP-2-7 to purchase 125,000 shares of U.S. Helicopter common stock at $1.50 per share issued to Cornell Capital Partners, LP
     
     (1)10.85
     
     Form of Warrant No. USHP-2-8 to purchase 125,000 shares of U.S. Helicopter common stock at $1.65 per share issued to Cornell Capital Partners, LP
     
     (1) 29


31.1
     
     Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
     
     (1)31.2
     
     Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
     (1)32.1
     
     Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
     (1)32.2
     
     Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
     (1)  30


SIGNATURES
  U.S. HELICOPTER CORPORATIONDate: November 14, 2006
     By:
     /s/ John G. MurphyJohn G. MurphyChief Executive Officer and
     President(Principal Executive Officer)By:
     /s/ George J. Mehm, Jr.George J. Mehm, Jr.Chief Financial Officer
     and Senior Vice President(Principal Financial and Accounting Officer)  31