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UNITED
      STATES


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**






**FORM
        10-K/A**
  T **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES** **EXCHANGE
        ACT OF 1934 FOR THE FISCAL YEAR ENDED**  **** **** **DECEMBER
        31, 2005** **** **.**
 
  £ **** **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:**
              **0-23336**
 
 **AROTECH
                  CORPORATION**(Exact
                  name of registrant as specified in its
                  charter)
  **Delaware**
                
                **95-4302784**(State
                    or other jurisdiction of incorporation or organization)
                
                (I.R.S.
                    Employer Identification No.)
 
 **1229
                    Oak Valley Drive, Ann Arbor, Michigan**
                
                **48108**(Address
                    of principal executive offices)
                
                (Zip
                    Code)
 
 **(800)
                    281-0356**(Registrant’s
                    telephone number, including area
                    code)
 ecurities
        registered pursuant to Section 12(b) of the Act:
  **Title
                  of each class**
              
              **Name
                  of each exchange on which registered**None
              
              Not
                  applicable
 Securities
        registered pursuant to Section 12(g) of the Act: **Common
        Stock, $0.01 par
        value**
  Indicate
        by check mark if
        the
        registrant is a well-known seasoned issuer, as defined in Rule 405 of the
        Securities Act . **Yes** £ **No** T
  Indicate
        by check mark if
        the
        registrant is not required to file reports pursuant to Section 13 or Section
        15(d) of the Act). **Yes** £ **No** T
  Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 12 months (or for such shorter period that the registrant was required
        to file such reports), and (2) has been subject to such filing requirements
        for
        the past 90 days: **Yes** £ **No** T
  Indicate
        by check mark if disclosure of delinquent filers pursuant to Item 405 of
        Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
        be contained, to the best of registrant’s knowledge, in definitive proxy or
        information statements incorporated by reference in Part III of this Form
        10-K
        or any amendment to this Form 10-K. £
  Indicate
        by check mark whether the registrant is large accelerated filer, an accelerated
        filer, or a non-accelerated filer. See definition of “accelerated filer and
        large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
        one):
  Large
        accelerated filer: £  Accelerated
        filer: T Non-accelerated
        filer: £
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Act). **Yes** £ **No** T
  The
        aggregate market value of the registrant’s voting stock held by non-affiliates
        of the registrant as of June 30, 2005 was approximately $84,064,177 (based
        on
        the last sale price of such stock on such date as reported by The Nasdaq
        National Market and assuming, for the purpose of this calculation only, that
        all
        of the registrant’s directors and executive officers are
        affiliates).
  *(Applicable
        only to corporate registrants)* Indicate
        the number of shares outstanding of each of the registrant’s classes of common
        stock, as of the latest practicable date: **95,490,846
        as of 3/15/06**
  Documents
        incorporated by reference: **None**
  
 
 
 **Potential
                        persons who are to respond to the collection of**
                      **information
                        contained in this form are not required to respond**
                      **unless
                        the form displays a currently valid OMB control
                        number.**
   **PRELIMINARY
        NOTE**
  Arotech
        Corporation is filing this Amendment No. 1 to its Annual Report on Form 10-K
        for
        the year ended December 31, 2005, as filed with the Securities and Exchange
        Commission on March 31, 2006. This amendment reports the following changes
        resulting from Arotech’s completed assessment of internal control over financial
        reporting as required under Section 404 of the Sarbanes-Oxley Act of
        2002:
  Ø
            Replaces
                Item 9A, “Controls and Procedures”;  Ø
            Replaces
                and supersedes the report of Kost, Forer, Gabbay & Kasierer, a member
                of Ernst & Young Global, Independent Registered Public Accounting
                Firm, previously filed under Item 8, “Financial Statements and
                Supplementary Data”;  Ø
            Adds
                the report on internal control over financial reporting from Kost,
                Forer,
                Gabbay & Kasierer, a member of Ernst & Young Global, Independent
                Registered Public Accounting Firm;  Ø
            Provides
                additional Consents of Kost, Forer, Gabbay & Kasierer, a member of
                Ernst & Young Global, and Stark Winter Schenkein & Co., LLP,
                Independent Registered Public Accounting Firms;
                and  Ø
            Replaces
                the Section 302 and Section 906 certifications from the Chairman
                and Chief
                Executive Officer and the Vice President - Finance and Chief Financial
                Officer.  This
        amendment does not reflect the restatement of any previously reported financial
        statements, results of operations or any other related financial
        disclosures.
  
  
   
   **PART
        II**
  **ITEM
                  9A.**
              **CONTROLS
                  AND PROCEDURES**
  **Evaluation
        of Disclosure Controls and Procedures**
  As
        of
        December 31, 2005, our management, including the principal executive officer
        and
        principal financial officer, evaluated our disclosure controls and procedures
        related to the recording, processing, summarization, and reporting of
        information in our periodic reports that we file with the SEC. These disclosure
        controls and procedures are intended to ensure that material information
        relating to us, including our subsidiaries, is made known to our management,
        including these officers, by other of our employees, and that this information
        is recorded, processed, summarized, evaluated, and reported, as applicable,
        within the time periods specified in the SEC’s rules and forms. Due to the
        inherent limitations of control systems, not all misstatements may be detected.
        These inherent limitations include the realities that judgments in
        decision-making can be faulty and that breakdowns can occur because of simple
        error or mistake. Any system of controls and procedures, no matter how well
        designed and operated, can at best provide only reasonable assurance that
        the
        objectives of the system are met and management necessarily is required to
        apply
        its judgment in evaluating the cost benefit relationship of possible controls
        and procedures. Additionally, controls can be circumvented by the individual
        acts of some persons, by collusion of two or more people, or by management
        override of the control. Our controls and procedures are intended to provide
        only reasonable, not absolute, assurance that the above objectives have been
        met.
  Based
        on
        their evaluation as of December 31, 2005, and solely because of the material
        weakness described below, our principal executive officer and principal
        financial officer were able to conclude that our disclosure controls and
        procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
        Securities Exchange Act of 1934) were not effective to ensure that the
        information required to be disclosed by us in the 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 SEC rules and forms.
  In
        light
        of the material weakness described below, our management performed additional
        analyses and other procedures to determine that our 2005 consolidated financial
        statements were prepared in accordance with generally accepted accounting
        principles in the United States (U.S. GAAP). Accordingly, management believes
        that the consolidated financial statements included in this report fairly
        present in all material respects our financial position, results of operations
        and cash flows for the periods presented.
  **Management’s
        Report on Internal Control Over Financial Reporting**
  Our
        management, including our principal executive and financial officers, is
        responsible for establishing and maintaining adequate internal control over
        our
        financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
        Our
        management has evaluated the effectiveness of our internal controls, pursuant
        to
        the requirements of Sarbanes-Oxley Section 404, as of the end of the period
        covered by this amended Annual Report on Form 10-K for the year ended
        December 31, 2005. In making our assessment of internal control over
        financial reporting, management used the criteria set forth by the Committee
        of
        Sponsoring Organizations (“COSO”) of the Treadway Commission in *Internal
        Control - Integrated Framework* .
   
  For
        the
        reasons described below, we have concluded that there was a material weakness
        in
        our internal control over financial reporting at December 31, 2005. A material
        weakness ** is
        a
        control deficiency, or a combination of control deficiencies, that results
        in
        more than a remote likelihood that a material misstatement of the annual
        or
        interim financial statements will not be prevented or detected. We note in
        this
        connection that our Independent Registered Public Accounting Firm audited,
        in
        accordance with the standards of the Public Company Accounting Oversight
        Board
        (United States), our consolidated financial statements and financial statement
        schedule as of and for the year ended December 31, 2005, and their report
        dated
        March 30, 2006 expressed an unqualified opinion with respect thereto.
  We
        have
        identified the following material weakness as of December 31, 2005, related
        to
        our FAAC subsidiary:
  Ø
            *Revenue
                recognition*.
                We did not maintain effective controls over the monitoring, review
                and
                approval of revenue recognition calculations at FAAC. Specifically,
                these
                calculations were not being reviewed by appropriate accounting personnel
                at FAAC to determine that revenue is recognized in accordance with
                company
                policy and generally accepted accounting principles. This material
                weakness affects the revenue and unbilled receivables
                accounts.  Because
        of this material weakness, management has concluded that our internal control
        over financial reporting was not effective as of December 31, 2005.
  The
        foregoing management assessment of the effectiveness of our internal control
        over financial reporting as of December 31, 2005, has been audited by Kost,
        Forer, Gabbay and Kasierer, a member of Ernst & Young Global, the
        independent registered public accounting firm that audited the financial
        statements included in our annual report, as stated in their report which
        is
        included below.
  **Plans
        to Remediate the Material Weakness**
  In
        response to the material weakness described above, we have undertaken the
        following initiatives with respect to our internal controls and procedures
        that
        we believe are reasonably likely to improve and materially affect our internal
        control over financial reporting.
  Ø
            *Revenue
                recognition*.
                We have instituted procedures at FAAC to determine that revenue
                recognition calculations are reviewed by the new Chief Financial
                Officer
                of FAAC. Specifically, revenue calculations are now routinely reviewed
                by
                the new Chief Financial Officer of FAAC prior to being categorized
                in
                order to ensure that they revenues are being recognized in accordance
                with
                company policy and generally accepted accounting
                principles.  Our
        management and Audit Committee will monitor closely the implementation of
        our
        remediation plan, and senior management and the Audit Committee of the Board
        of
        Directors will take a more active role in supervising the evaluation and
        compliance process. The effectiveness of the steps we intend to implement
        is
        subject to continued management review, as well as
   -
            2 -
  Audit
        Committee oversight, and we may make additional changes to our internal control
        over financial reporting.
  Additionally,
        our management has concluded that we need to dedicate greater resources and
        personnel to the process of evaluation of effectiveness of our internal controls
        as required by Sarbanes-Oxley Section 404, and that senior management and
        the Audit Committee of the Board of Directors should take a more active role
        in
        supervising the evaluation and compliance process.
  We
        cannot
        assure you that we will not in the future identify further material weaknesses
        in our internal control over financial reporting. However, we have taken
        action
        to strengthen pertinent controls and are in the process of testing these
        controls. Since we do not anticipate that we will have completed this testing
        by
        the end of the second quarter of 2006, we presently anticipate that we will
        report in our Quarterly Report on Form 10-Q for the second quarter of
        fiscal 2006 that the material weakness referred to above continues to exist.
  **Changes
        in Internal Controls Over Financial Reporting**
  Other
        than as set forth above, there have been no changes in our internal control
        over
        financial reporting that occurred during our last fiscal quarter to which
        this
        Annual Report on Form 10-K, as amended, relates that have materially affected,
        or are reasonably likely to materially affect, our internal control over
        financial reporting.
   -
            3 -
  
  **n****Kost
                  Forer Gabbay & Kasierer**
                3
                  Aminadav St.
                Tel-Aviv
                  67067, Israel
              nPhone:
                  972-3-6232525
                Fax:
                  972-3-5622555
  **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
  **To
        the Stockholders of**
  **AROTECH
        CORPORATION**
  We
        have
        audited the accompanying consolidated balance sheets of Arotech Corporation
        (the
“Company”) and its subsidiaries as of December 31, 2005 and 2004, and the
        related consolidated statements of operations, changes in stockholders’ equity
        and cash flows for each of the three years in the period ended December 31,
        2005. Our audits also included the financial statement schedule listed in
        Item
        15(a)(2) of the Company’s 10-K. These financial statements and schedule are the
        responsibility of the Company’s management. Our responsibility is to express an
        opinion on these financial statements and schedule based on our audits. We
        did
        not audit the financial statements of “Armor of America Incorporated”, a
        wholly-owned subsidiary of the Company, financial statements of which reflect
        total assets of 2.8% of the consolidated assets of the Company as of December
        31, 2005, and total revenues of 8.8% of the consolidated revenues of the
        Company
        for the year then ended, or of “IES Interactive Training, Inc.”, a wholly-owned
        subsidiary of the Company, financial statements of which reflect total assets
        of
        3.5% of the consolidated assets of the Company as of December 31, 2005, and
        total revenues of 11.8% of the consolidated revenues of the Company for the
        year
        then ended. Those statements were audited by other auditors whose report
        has
        been furnished to us, and our opinion, insofar as it relates to the data
        included for this subsidiary, is based solely on the report of the other
        auditors.
  We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audits provide a
        reasonable basis for our opinion.
  In
        our
        opinion based on our audits and the other auditors the consolidated financial
        statements referred to above present fairly, in all material respects, the
        consolidated financial position of the Company and its subsidiaries as of
        December 31, 2005 and 2004, and the consolidated results of their operations
        and
        their cash flows for each of the three years in the period ended December
        31,
        2005, in conformity with U.S. generally accepted accounting principles.
        Additionally, in our opinion the related financial statement schedule, when
        considered in relation to the basic financial statements and schedule taken
        as a
        whole, present fairly in all material respects the information set forth
        therein.
  We
        have
        also audited, in accordance with the standards of the Public Company Accounting
        Oversight Board (United States), the effectiveness of the Company’s internal
        control over financial reporting as of December 31, 2005, based on criteria
        established in Internal Control - Integrated Framework issued by the Committee
        of Sponsoring Organizations of the Treadway Commission (COSO) and our report
        dated June 15, 2006 expressed an unqualified opinion on
   -
            4 -
  management’s
        assessment of and an adverse opinion on the effectiveness of internal control
        over financial reporting.
  /s/
                  Kost, Forer, Gabbay & KasiererTel
                  Aviv, Israel
              KOST,
                  FORER, GABBAY & KASIERERMarch
                  30, 2006,
                except
                  for the final paragraph above,
                as
                  to which the date is June 15, 2006
              A
                  Member of Ernst & Young Global
 
 
   - -
  
  **n****Kost
                  Forer Gabbay & Kasierer**
                3
                  Aminadav St.
                Tel-Aviv
                  67067, Israel
              nPhone:
                  972-3-6232525
                Fax:
                  972-3-5622555
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
  **The
        Board of Directors and Shareholders of**
  **AROTECH
        CORPORATION**
  We
        have
        audited management’s assessment, included in the accompanying “Management’s
        Report on Internal Control Over Financial Reporting,” that Arotech Corporation
        (“Arotech” or “Company”) did not maintain effective internal control over
        financial reporting as of December 31, 2005, because of the effect of the
        material weakness related to revenue recognition identified in management’s
        assessment, based on criteria established in Internal Control - Integrated
        Framework issued by the Committee of Sponsoring Organizations of the Treadway
        Commission (the COSO criteria). Arotech’s management is responsible for
        maintaining effective internal control over financial reporting and for its
        assessment of the effectiveness of internal control over financial reporting.
        Our responsibility is to express an opinion on management’s assessment and an
        opinion on the effectiveness of the company’s internal control over financial
        reporting based on our audit. We did not examine the effectiveness of internal
        control over financial reporting of Armor of America Incorporated or IES
        Interactive Training Inc., wholly owned subsidiaries, whose financial statements
        in the aggregate reflect total assets and revenues constituting 6.3% and
        20.6%,
        respectively, of the related consolidated financial statement amounts as
        of and
        for the year ended December 31, 2005. The effectiveness of Armor of America
        Incorporated’s and IES Interactive Training Inc.’s internal control over
        financial reporting was audited by other auditors whose reports have been
        furnished to us, and our opinion, insofar as it relates to the effectiveness
        of
        Armor of America Incorporated’s and IES Interactive Training Inc.’s internal
        control over financial reporting, is based solely on the reports of the other
        auditors.
  We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether effective
        internal control over financial reporting was maintained in all material
        respects. Our audit included obtaining an understanding of internal control
        over
        financial reporting, evaluating management’s assessment, testing and evaluating
        the design and operating effectiveness of internal control, and performing
        such
        other procedures as we considered necessary in the circumstances. We believe
        that our audit and the reports of the other auditors provide a reasonable
        basis
        for our opinion
  A
        company’s internal control over financial reporting is a process designed to
        provide reasonable assurance regarding the reliability of financial reporting
        and the preparation of financial statements for external purposes in accordance
        with generally accepted accounting principles. A company’s internal control over
        financial reporting includes those policies and procedures that (1) pertain
        to
        the maintenance of records that, in reasonable detail, accurately and fairly
        reflect the transactions and dispositions of the assets of the company; (2)
        provide reasonable assurance that transactions are recorded as necessary
        to
        permit preparation of financial statements in accordance with generally accepted
        accounting principles, and that receipts and expenditures of the company
        are
        being made only in accordance with authorizations of management and directors
        of
        the company; and (3) provide reasonable assurance regarding prevention or
        timely
        detection of
   -
            6 -
  unauthorized
        acquisition, use, or disposition of the company’s assets that could have a
        material effect on the financial statements.
  Because
        of its inherent limitations, internal control over financial reporting may
        not
        prevent or detect misstatements. Also, projections of any evaluation of
        effectiveness to future periods are subject to the risk that controls may
        become
        inadequate because of changes in conditions, or that the degree of compliance
        with the policies or procedures may deteriorate.
  In
        our
        report dated March 30, 2006, we disclaimed an opinion on management’s assessment
        and on the effectiveness of the Company’s internal control over financial
        reporting as of December 31, 2005, because management had not yet completed
        its
        assessment of the Company’s internal control over financial reporting.
        Management has subsequently completed its assessment of internal control
        over
        financial reporting as of December 31, 2005. Accordingly, our present report
        on
        the effectiveness of the Company’s internal control over financial reporting as
        of December 31, 2005, as presented herein, is different from our previous
        report
        dated March 30, 2006.
  A
        material weakness is a control deficiency, or combination of control
        deficiencies, that results in more than a remote likelihood that a material
        misstatement of the annual or interim financial statements will not be prevented
        or detected. The following material weakness has been identified and included
        in
        management’s assessment: The Company did not maintain effective controls over
        the monitoring, review and approval of revenue recognition calculations at
        FAAC
        Inc. Specifically, these calculations were not being reviewed by appropriate
        accounting personnel at FAAC Inc. to determine that revenue is recognized
        in
        accordance with company policy and generally accepted accounting principles.
        This material weakness affects the Company’s revenue and unbilled receivable
        accounts. This material weakness was considered in determining the nature,
        timing, and extent of audit tests applied in our audit of the 2005 financial
        statements, and this report does not affect our report dated March 30, 2006,
        except for the final paragraph of our report as to which the date is June
        15,
        2006, on those financial statements.
  In
        our
        opinion, based on our audit and the reports of the other auditors, management’s
        assessment that Arotech did not maintain effective internal control over
        financial reporting as of December 31, 2005, is fairly stated, in all material
        respects, based on the COSO control criteria. Also, in our opinion, based
        on our
        audit and the reports of the other auditors, because of the effect of the
        material weakness described above on the achievement of the objectives of
        the
        control criteria, Arotech has not maintained effective internal control over
        financial reporting as of December 31, 2005, based on the COSO control criteria.
  /s/
                  Kost, Forer, Gabbay & KasiererTel
                  Aviv, Israel
              KOST,
                  FORER, GABBAY & KASIERERJune
                  15, 2006
              A
                  Member of Ernst & Young Global
 
 
  -
            7 -
  **PART
        IV**
  **ITEM
                  15.**
              **EXHIBITS,
                  FINANCIAL STATEMENT
                  SCHEDULES**
  (a)  The
        following documents are filed as part of this amended report:
  (3)
              Exhibits
                  - The following Exhibits are either filed herewith or have previously
                  been
                  filed with the Securities and Exchange Commission and are referred
                  to and
                  incorporated herein by reference to such filings:
 
  **Exhibit
                  No.**
              **Description***
              23.1
              Consent
                  of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young
                  Global*
              23.2
              Consent
                  of Stark Winter Schenkein & Co., LLP*
              31.1
              Certification
                  of Principal Executive Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002*
              31.2
              Certification
                  of Principal Financial Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002*
              32.1
              Certification
                  of Principal Executive Officer pursuant to 18 U.S.C. Section 1350,
                  as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002*
              32.2
              Certification
                  of Principal Financial Officer pursuant to 18 U.S.C. Section 1350,
                  as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002
 
 *
              Filed
                  herewith
 
  -
            8 -
  **SIGNATURES**
  Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of
        1934, the Registrant has duly caused this amended report to be signed on
        its
        behalf by the undersigned, thereunto duly authorized, on June 15,
        2006.
  **AROTECH
        CORPORATION**
 
 
 By:  /s/
        Robert S. Ehrlich
 Name:  Robert
        S.
        Ehrlich
 Title:
              Chairman
                  and Chief Executive Officer
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, this amended
        report
        has been signed below by the following persons on behalf of the registrant
        and
        in the capacities and on the dates indicated.
  **Signature**
              **Title**
              **Date**/s/
                  Robert S. Ehrlich
                Robert
                  S. Ehrlich
              Chairman,
                  Chief Executive Officer and Director
                (Principal
                  Executive Officer)
              June
                  15, 2006/s/
                  Thomas J. Paup
                Thomas
                  J. Paup
              Vice
                  President - Finance
                (Principal
                  Financial Officer)
              June
                  15, 2006/s/
                  Danny Waldner
                Danny
                  Waldner
              Controller
                (Principal
                  Accounting Officer)
              June
                  15, 2006/s/
                  Steven Esses
                Steven
                  Esses
              President,
                  Chief Operating Officer
                and
                  Director
              June
                  15, 2006/s/
                  Jay
                  M. Eastman
                Dr.
                  Jay M. Eastman
              Director
              June
                  15, 2006/s/
                  Lawrence M. Miller
                Lawrence
                  M. Miller
              Director
              June
                  15, 2006Jack
                  E. Rosenfeld
              Director
              June
                  __, 2006/s/
                  Edward J. Borey
                Edward
                  J. Borey
              Director
              June
                  15, 2006Seymour
                  Jones
              Director
              June
                  __, 2006
 
  - 9 -
   **Exhibit
        Index**
  **Exhibit**
                **Number**
              **Description**23.1
              Consent
                  of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young
                  Global23.2
              Consent
                  of Stark Winter Schenkein & Co., LLP31.1
              Certification
                  of Chief Executive Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 200231.2
              Certification
                  of Chief Financial Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 200232.1
              Certification
                  of Principal Executive Officer pursuant to 18 U.S.C. Section 1350,
                  as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  200232.2
              Certification
                  of Principal Financial Officer pursuant to 18 U.S.C. Section 1350,
                  as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002