UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

# FORM 10-QSB

|(Mark One) |                                                                                         
|---------- | ----------------------------------------------------------------------------------------
|           | Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 
|           | For the quarterly period ended September 30, 2005                                       
|           | or                                                                                      
|           | Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

# For the transition
period from                to

# Commission file number
001-12233

# BEXIL CORPORATION
(Exact name of registrant as specified in its charter)

|                                                                             |                                              
|---------------------------------------------------------------------------- | ---------------------------------------------
|Maryland(State or other jurisdiction of incorporation or organization)       | 13-3907058(I.R.S. EmployerIdentification No.)
|11 Hanover Square,New York, New York(Address of principal executive offices) | 10005(Zip Code)                              

(212) 785-0400
(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
reports),  and (2) has been subject to such filing  requirements for the past 90 days.
Yes  No

The
registrant had 879,592 shares of common stock, par value $.01 per share, outstanding as
of October 31, 2005.

---

INDEX

|                                                                                                       | PageNumber
|------------------------------------------------------------------------------------------------------ | ----------
|PART I. FINANCIAL INFORMATION                                                                          |           
|Item 1.  Financial Statements                                                                          |           
|                                                                                                      
|Condensed Balance Sheet (Unaudited) - September 30, 2005                                               | 3         
|                                                                                                       |           
|Condensed Statements of Income (Unaudited)                                                            
|-Three Months Ended September 30, 2005 and 2004 (as restated)                                         
|-Nine Months Ended September 30, 2005 and 2004 (as restated)                                           | 4         
|                                                                                                      
|Condensed Statements of Cash Flows (Unaudited)                                                        
|-Nine Months Ended September 30, 2005 and 2004                                                         | 5         
|Notes to Condensed Financial Statements (Unaudited)                                                    | 6         
|Item 2.  Management's Discussion and Analysis of Financial          Condition and Results of Operation | 12        
|                                                                                                      
|                                                                                                       |           
|Item 3.  Controls and Procedures                                                                       | 16        
|PART II.  OTHER INFORMATION                                                                           
|                                                                                                      
|Item 4.  Submission of Matters to a Vote of Security Holders                                          
|During The Period Covered by This Report                                                               | 18        
|                                                                                                       |           
|Item 5.  Other Information                                                                             | 18        
|Item 6.  Exhibits                                                                                      | 18        
|                                                                                                      
|CERTIFICATION SIGNATURES                                                                               | 19        

-2-

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# BEXIL CORPORATIONCONDENSED BALANCE SHEETSeptember 30, 2005(Unaudited)

|ASSETS                                                      |              
|----------------------------------------------------------- | -------------
|Current assets:                                             |              
|Cash and cash equivalents                                   | $  5,615,703 
|Receivables, prepaid assets and other                       | 4,500        
|                                                            |              
|Total current assets                                        | 5,620,203    
|                                                            |              
|Fifty percent interest in unconsolidated affiliate (Note 8) | 10,387,385   
|Other investments (Note 3)                                  | 326,605      
|Deferred income taxes (Note 6)                              | 293,892      
|                                                            |              
|                                                            | 11,007,882   
|                                                            |              
|Total assets                                                | $16,628,085  
|                                                            |              
|LIABILITIES AND SHAREHOLDERS' EQUITY                       
|Current liabilities:                                       
|Accounts payable and accrued expenses                       | $     327,724
|                                                            |              
|Total current liabilities                                   | 327,724      
|                                                            |              
|Commitments and contingencies (Note 9)                      |             
|Shareholders' equity: (Note 4)                             
|Common Stock, $0.01 par value                              
|10,000,000 shares authorized                               
|879,592 shares issued and outstanding                       | 8,796        
|Additional paid-in capital                                  | 12,642,162   
|Retained earnings                                           | 3,649,403    
|                                                            |              
|Total shareholders' equity                                  | 16,300,361   
|                                                            |              
|Total liabilities and shareholders' equity                  | $16,628,085  
|                                                            |              

See accompanying notes
to the condensed financial statements.

-3-

---

BEXIL
CORPORATIONCONDENSED STATEMENTS OF INCOME

|                                                          | Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, |                |               
|--------------------------------------------------------- | ------------------------------- | ------------------------------ | -------------- | --------------
|
|Revenues:                                                 |                                 |                                |                |               
|Consulting fees                                           | $   37,500                      | $   24,999                     | $    112,500   | $      74,997 
|Other                                                     | 38,992                          | 6,162                          | 86,115         | 58,368        
|                                                          |                                 |                                |                |               
|                                                          | 76,492                          | 31,161                         | 198,615        | 133,365       
|                                                          |                                 |                                |                |               
|Expenses:                                                
|General and administrative                                | 166,434                         | 152,279                        | 499,208        | 535,022       
|Communications                                            | 4,762                           | 6,055                          | 13,042         | 23,032        
|Professional fees                                         | 125,665                         | 19,763                         | 298,403        | 102,728       
|                                                          |                                 |                                |                |               
|                                                          | 296,861                         | 178,097                        | 810,653        | 660,782       
|                                                          |                                 |                                |                |               
|Loss before income taxes and equity in earnings of       
|York Insurance Services Group, Inc.                       | (220,369)                       | (146,936)                      | (612,038)      | (527,417)     
|Income tax expense (benefit) (Note 6)                     | 124,555                         | 17,105                         | 92,935         | (48,068)      
|Equity in earnings of York Insurance Services Group, Inc. | 954,127                         | 588,106                        | 2,134,590      | 1,563,959     
|                                                          |                                 |                                |                |               
|Net income                                                | $ 609,203                       | $ 424,065                      | $1,429,617     | $1,084,610    
|                                                          |                                 |                                |                |               
|Per share net income:                                    
|Basic                                                     | $       0.69                    | $       0.48                   | $         1.63 | $         1.23
|Diluted                                                   | $       0.69                    | $       0.48                   | $         1.63 | $         1.23
|Average shares outstanding:                              
|Basic                                                     | 879,592                         | 879,591                        | 879,592        | 879,591       
|Diluted                                                   | 879,592                         | 879,591                        | 879,592        | 880,043       

See accompanying notes
to the condensed financial statements.

-4-

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# BEXIL CORPORATION
                                         CONDENSED STATEMENTS OF CASH FLOWS

|                                                             | Nine Months Ended September 30, |              
|------------------------------------------------------------ | ------------------------------- | -------------
|
|Cash flows from operating activites:                         |                                 |              
|Net income                                                   | $ 1,429,617                     | $ 1,084,610  
|Adjustments to reconcile net income to net cash             
|provided by (used in) operating activities:                 
|Equity in earnings of York Insurance Services Group, Inc.    | (2,134,590)                     | (1,563,959)  
|Dividend received from York Insurance Services Group, Inc.   | 2,670,691                       |             
|Increase in deferred income taxes                            | (75,899)                        | (75,244)     
|Net realized gain on maturity of investment                  |                                | (6,744)      
|Decrease (increase) in prepaid expenses and other assets     | 40,668                          | (19,747)     
|Increase (decrease) in accounts payable and accrued expenses | 83,905                          | (107,199)    
|                                                             |                                 |              
|Net cash provided by (used in) operating activities          | 2,014,392                       | (688,283)    
|                                                             |                                 |              
|Cash flows from investing activites:                        
|Maturity of investment                                       |                                | 2,300,000    
|Purchase of investment                                       |                                | (1,605)      
|                                                             |                                 |              
|Net cash provided by investing activities                    |                                | 2,298,395    
|                                                             |                                 |              
|Net increase in cash and cash equivalents                    | 2,014,392                       | 1,610,112    
|Cash and cash equivalents:                                  
|Beginning of period                                          | 3,601,311                       | 199,601      
|                                                             |                                 |              
|End of period                                                | $ 5,615,703                     | $ 1,809,713  
|                                                             |                                 |              
|Supplemental disclosure:                                    
|Income taxes                                                 | $    105,525                    | $      56,221

See accompanying notes
to the condensed financial statements.

-5-

---

# BEXIL CORPORATION
                                       NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                  September 30, 2005
                                                     (Unaudited)

# 1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

Nature of Business and OrganizationBexil Corporation (the "Company"), a Maryland corporation, is a holding company. We have
11 employees. The Company's primary holding is a 50% interest in privately held York
Insurance Services Group, Inc. ("York"). Our 50% interest in York is accounted for using
the equity method, and therefore our financial results are not consolidated with York's.

The Company was incorporated in
August 1996 under the laws of the State of Maryland as Bull & Bear U.S. Government
Securities Fund, Inc., a non-diversified closed-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940 Act").  In
October 1996, the Company's predecessor, a series of shares of Bull & Bear Funds II,
Inc., an open-end management investment company, transferred its net assets to the
Company in exchange for shares of the Company.  The Company changed its name to Bexil
Corporation in August 1999.  In 2002, the Company filed an application with the
Securities and Exchange Commission (the "SEC") to terminate its registration as an
investment company registered under the 1940 Act.

On January 6, 2004, the Company's
application with the SEC to terminate its registration as an investment company was
granted.  As a result, the Company is subject to the reporting and other requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is no longer
subject to regulation under the 1940 Act. The Company's shares are listed on the American
Stock Exchange.

The information furnished in this
report reflects all adjustments which are, in the opinion of management, necessary to a
fair statement of the results of the period.

York Insurance Services Group, Inc.
- BusinessYork is a privately owned insurance services business process outsourcing ("BPO")
company. Since the 1930's, York (through predecessor companies) has served as both an
independent adjustment company and third party administrator ("TPA") providing claims
data and risk related services to insurance companies, self insureds, and intermediaries
throughout the United States. More recently, York has established business units in the
program management, licensed private investigation, recovery, environmental consulting,
retail logistics and large/complex loss adjusting markets.

Basis of PresentationThe Company's
50% interest in York is accounted using the equity method and, therefore, our financial
results are not consolidated with York's. As fully described in Note 2 to the condensed
financial statements, effective January 1, 2004, the Company changed its method of
accounting for its 50% interest in York from the fair value method to the equity method.

-6-

---

Cash and Cash Equivalents
Investments in money market funds and short-term investments and other marketable
securities maturing in 90 days or less are considered to be cash equivalents. At
September 30, 2005, the Company held approximately $5,500,000 in a money market fund.

Investment in Unconsolidated
Affiliate Our 50% interest in York is accounted for using the equity method, and
therefore, our financial results are not consolidated with York's. See Note 2 to the
condensed financial statements for a description of the transitional adjustment that
occurred during the first quarter of 2004.

InvestmentsThe Company has a
material investment in less than 20% of the common stock of a non-public entity with
no readily available market price, and accordingly this security is carried at the
lower of cost or estimated net realizable value.

Income TaxesThe Company's method
of accounting for income taxes conforms to Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes." This method requires the recognition
of deferred tax assets and liabilities for the expected future tax consequences of
temporary differences between the financial reporting basis and the tax basis of
assets and liabilities.

Reporting SegmentThe Company's
operations are organized around insurance services and classified into one group:
insurance services. The chief operating decision maker reviews and considers the reports
of York and York's consolidated subsidiaries as the key decision making information.

Earnings Per ShareBasic earnings
per share is computed using the weighted average number of shares outstanding. Diluted
earnings per share is computed using the weighted average number of shares outstanding
adjusted for the incremental shares attributed to potentially dilutive securities
including outstanding exercisable options to purchase common stock. The following table
sets forth the computation of basic and diluted earnings per share:

|                                                        | Three Months Ended September 30, | Nine Months EndedSeptember 30, |            |           
|------------------------------------------------------- | -------------------------------- | ------------------------------ | ---------- | ----------
|
|Numerator for basic and diluted earnings per share:     |                                  |                                |            |           
|Net income                                              | $609,203                         | $424,065                       | $1,429,617 | $1,084,610
|                                                        |                                  |                                |            |           
|Denominator for basic earnings per share:              
|Weighted-average shares                                 | 879,592                          | 879,591                        | 879,592    | 879,591   
|Effect of dilutive securities:                         
|Employee stock options                                  |                                 |                               |           | 452       
|                                                        |                                  |                                |            |           
|Denominator for diluted earnings per share:            
|Adjusted weighted-average shares and assumed conversion | 879,592                          | 879,591                        | 879,592    | 880,043   
|                                                        |                                  |                                |            |           

For the three months ended September
30, 2005 and 2004, there were 145,000 and 123,000 employee stock options omitted from
earnings per share because they were anti-dilutive.

-7-

---

For the nine months ended September
30, 2005 and 2004 there were 145,000 and 122,322 employee stock options omitted from
earnings per share because they were anti-dilutive.

Management's Use of Estimates The
preparation of financial statements in conformity with 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, disclosure of
contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Estimates are
primarily used in the determination of equity method goodwill, investment impairment and
expenses allocation. Actual results may differ from those estimates.

Recent Accounting PronouncementsOn
December 16, 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No.
123 (Revised 2004), "Share-Based Payment" ("SFAS 123R"). This statement requires all
entities to recognize compensation expense in an amount equal to the fair value of
share-based payments (e.g., stock options and restricted stock) granted to employees.
The Company as a public entity that files as a small business issuer will be required to
apply SFAS 123R in the first interim or annual reporting period of the first year that
begins after December 15, 2005. We are currently in the process of assessing the impact
that the adoption of this standard will have on our financial statements.

2. CHANGE IN ACCOUNTING PRINCIPLEEffective with a Securities and Exchange Commission order on January 6, 2004, the Company
ceased to be an investment company pursuant to Section 8(f) of the 1940 Act. As a
registered investment company, the Company recorded its net assets at fair value (or
market value). Effective upon de-registration, the Company commenced reporting its
assets and liabilities on a historical cost basis. Although de-registration occurred on
January 6, 2004, for convenience the Company effected the change as of January 1, 2004
because management deemed there to be no material change in either the fair value or
historical cost of its net assets in the three business day period from January 1 to
January 6, 2004.

As a consequence of the
de-registration, the Company changed its method of accounting for its 50 percent interest
in York from the fair value method to the equity method.  In addition, the Company
changed its basis of accounting for its other investment from fair value to cost. For all
other assets and liabilities, fair value approximated cost at the time of de-registration
and no additional transition adjustment was required.

-8-

---

The cumulative transitional
adjustment made to additional paid-in capital is as follows:

|                                                                 |              
|---------------------------------------------------------------- | -------------
|Opening retained earnings January 1, 2004                        | $   5,702,060
|Effect for the change in accounting as follows:                 
|York investment                                                 
|Equity at January 1, 2004                                        | 6,402,936    
|Goodwill at January 1, 2004                                      | 1,500,000    
|Fair value at December 31, 2003                                  | (15,695,280) 
|                                                                 |              
|Net accounting change                                            | (7,792,344)  
|Deferred tax charge related to fair value accounting             | 5,712,876    
|Deferred tax charge related to equity method accounting for York | (441,265)    
|Other investments                                                | 23,605       
|                                                                 |              
|Total cumulative transitional adjustment                         | $   3,204,932
|                                                                 |              
|                                                                 |              

3. OTHER INVESTMENTSAs of September
30, 2005, other investments consisted of the following:

|                                  | Cost              | Market
Value
|--------------------------------- | ----------------- | ------------
|Common stock of non-public entity | $         325,000 |             
|Other                             | 1,605             | $1,504      
|                                  |                   |             
|Total other investments           | $         326,605
|                                  |                   |             

There is no readily  determinable
 market value for the Company's  investment  in the common stock of the  non-public
entity.  A  valuation  committee  meets on a  quarterly  basis to  determine  if there is
any  asset  impairment,  by reviewing the most readily  available  information  about the
entity and private stock  transactions,  if any.  Based upon this analysis, management
has determined that there was no impairment at September 30, 2005.

4. STOCK OPTIONSOn March 25, 2004,
the Company's shareholders approved the adoption of a Long-Term Incentive Plan ("Plan"),
which provides for the granting of a maximum of 175,918 options to purchase common stock
to directors, officers and key employees of the Company or its affiliates. The option
price per share may not be less than the fair value of such shares on the date the option
is granted, and the maximum term of an option may not exceed 5 years. The vesting period
is three years of service.

The Company applies APB Opinion No.
25, "Accounting for Stock Issued to Employees and related interpretations in accounting
for its stock option plan. Accordingly, no compensation cost has been recognized for its
stock option plan.  Disclosure of pro forma compensation cost for the Company's plan is
required by Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123") and has been determined based on the fair value at
the grant dates for awards under the plan consistent with the method of SFAS 123. For
purposes of pro forma disclosure, the estimated fair value of the options is amortized to
expense over the options' vesting period.

The following table presents the Company's pro forma net income for the three-month and nine-month periods ended September 30,
2005 and 2004, respectively, assuming the Company had used the fair value method (SFAS
123) to recognize compensation expense with respect to options:

-9-

---

|                                                    | Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, |                 |                
|--------------------------------------------------- | ------------------------------- | ------------------------------ | --------------- | ---------------
|
|Net income - as reported                            | $ 609,203                       | $ 424,065                      | $ 1,429,617     | $ 1,084,610    
|Less total employee stock option expense determined
|under fair value method, net of related tax effects | (20,636)                        | (38,200)                       | (74,136)        | (495,847)      
|                                                    |                                 |                                |                 |                
|Pro forma net income                                | $ 588,567                       | $ 385,865                      | $ 1,355,481     | $    588,763   
|                                                    |                                 |                                |                 |                
|Earnings per share - Basic:                        
|As reported                                         | $       0.69                    | $       0.48                   | $          1.63 | $          1.23
|Pro forma                                           | $       0.67                    | $       0.44                   | $          1.54 | $          0.67
|Earnings per share - Diluted:                      
|As reported                                         | $       0.69                    | $       0.48                   | $          1.63 | $          1.23
|Pro forma                                           | $       0.67                    | $       0.44                   | $          1.54 | $          0.67

The fair value of each option grant
is estimated as of the date of grant using the Black-Scholes option-pricing model with
the following weighted-average assumptions used for grants in 2005 and 2004,
respectively: expected volatility of 51% and 48%, risk-free interest rates of 4.1% and
2.7%, expected life of 3 years, and no dividends.

5. 401(k) PLANThe Company
participates in a 401(k) retirement plan for substantially all of its qualified
employees. The plan is sponsored by affiliate Winmill & Co. Incorporated.
Contributions to this plan are based upon a percentage of salaries of eligible employees
and are accrued and funded on a current basis. Total plan expense for the three months
ended September 30, 2005 and 2004 was $5,476 and $1,650, respectively. Total plan
expense for the nine months ended September 30, 2005 and 2004 was $16,428 and $11,650,
respectively.

6. INCOME TAXESThe income tax
expense/(benefit) is comprised of the following:

|                           | Three Months Ended September 30, |              | Nine Months Ended September 30, |           
|-------------------------- | -------------------------------- | ------------ | ------------------------------- | ----------
|
|Current                    |                                  |              |                                 |           
|Federal                    |                                  | $           |                                 | $        
|State and local            |                                  | 136,560      |                                 | 9,175     
|                           |                                  |              |                                 |           
|Deferred                   |                                 
|Net operating loss         |                                  | (90,243      | )                               | (45,000   
|Equity in earnings of York |                                  | 78,238       |                                 | 52,930    
|                           |                                  |              |                                 |           
|                           |                                  | $ 124,555    |                                 | $ 17,105  
|                           |                                  |              |                                 |           

Deferred taxes are comprised of the
following as of September 30, 2005:

|                                              | 
|--------------------------------------------- | 
|Net operating and capital loss carry forwards | 
|Equity in earnings of York                    | 
|                                              | 
|                                              | 
|                                              | 
|                                              | 
|                                              | 

-10-

---

As of September 30, 2005, the
Company had net operating loss carryforwards of approximately $2,000,000 that expire
between 2022 and 2024.

The provision for income taxes
differs from the federal statutory income tax rate as a result of the dividends received
exclusion (80%) on the equity in earnings of the unconsolidated affiliate.

7. RELATED PARTIESCertain
officers of the Company also serve as officers and/or directors of Winmill & Co.
Incorporated, Tuxis Corporation, and their affiliates (collectively, the "Affiliates").
The Company shares office space and various administrative and other support functions
with the Affiliates and pays an allocated cost based on an estimated assessment of use
and other factors. The Company is expected to reimburse the Affiliates for these costs.
At September 30, 2005, the Company had a payable to Affiliates for these costs of
$72,000. The Company incurred reimbursable costs due to

the Affiliates of $24,000 in each of
the three-month periods ended September 30, 2005 and 2004 and $72,000 in each of the
nine-month periods ended September 30, 2005 and 2004.

The Company has a consulting
agreement with York and earned fees of $37,500 and $24,999 for the three months ended
September 30 2005 and 2004, respectively.  Consulting fees of $112,500 and $74,997 were
earned for the nine months ended September 30, 2005 and 2004, respectively.

8. INVESTMENT IN UNCONSOLIDATED
AFFILIATESummarized condensed financial information for York is as follows:

|York Insurance Services Group, Inc. | Nine Months Ended September 30, |                  
|----------------------------------- | ------------------------------- | -----------------
|
|Revenues                            |                                 | $     51,357,653 
|Expenses                            |                                 | $     44,529,657 
|Net income                          |                                 | $       4,269,181
|Working capital                     |                                 | $     12,820,028 
|Total assets                        |                                 | $     29,309,281 
|Total liabilities                   |                                 | $     11,534,510 
|Shareholder's equity                |                                 | $     17,774,771 
|                                    |                                 |                  

York is a 50% owned unconsolidated
affiliate accounted for by the equity method.  At September 30, 2005, the Company's carrying value
of its 50% interest in York equals the underlying equity in net assets plus goodwill as
follows:

|                             | 
|---------------------------- | 
|Equity in net assets of York | 
|Goodwill                     | 
|                             | 
|                             | 
|Carrying value               | 
|                             | 
|                             | 

The carrying value of the Company's investment in York of
$10,387,385 at September 30, 2005 is reviewed by the Company for impairment in accordance
with APB Opinion No. 18, "The Equity Method of Accounting for Investments in Common
Stock."

9. CONTINGENCIESAt September 30,
2005, there were no contingent obligations or events occurring that would have a material adverse impact on the Company's financial statements.

-11-

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10. PRESENTATION OF RESTATED
STATEMENTS OF INCOMEThe statements of income for the three months and nine months ended
September 30, 2004 have been restated to correct the presentation of equity in earnings
of York. The restatement presents the equity in earnings of York after income taxes on
the statement of income. As originally reported the equity in earnings of York was
presented as a component of revenues. The correction was deemed necessary in order to
conform to the income statement presentation of equity in earnings of an equity method
investee required by SEC Regulation S-X, Rule 5-03(b)(13). For the three months and nine
months ended September 30, 2004, the equity in earnings of York was $588,106 and
$1,563,959, respectively. The correction had no effect on net income or earnings per
share.

# Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations

The following analysis gives effect
to the restatement as discussed in Note 10 to the accompanying condensed financial
statements.

Forward Looking Information

Certain written and oral statements
made or incorporated by reference from time to time by the Company in this report, other
reports, filings with the Securities and Exchange Commission, press releases,
conferences, or otherwise, contain "forward looking information" and are "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, without limitation, any statement that may predict,
forecast, indicate or imply future results, performance or achievements. Forward-looking
statements may be identified, without limitation, by the use of such words as
"anticipates", "estimates", "expects", "intends", "plans", "predicts", "projects",
"believes", or words or phrases of similar meaning. Forward-looking statements include
risks and uncertainties which could cause actual results or outcomes to differ materially
from those expressed in the forward-looking statements. In addition to other factors and
matters discussed elsewhere herein, some of the important facts that could cause actual
results to differ materially from those discussed in the forward-looking statements
include the following: changes in general economic conditions in York's major geographic
markets; occurrences of weather-related, natural and man-made disasters, changes in
overall employment levels and associated injury rates in the United States; changes in
the degree to which property and casualty insurance
carriers outsource their claims handling functions; decisions by major insurance carriers
and underwriters and brokers to expand their activities as third party administrators and
adjusters, which would directly compete with York's business; the ability to identify new
revenue sources not directly tied to the insurance underwriting cycle; the growth of
alternative risk programs and the use of independent third party administrators such as
York, as opposed to administrators affiliated with brokers or insurance carriers; the
ability to develop or acquire information technology resources to support and grow York's
business; the ability to recruit, train and retain qualified personnel; the renewal of
existing major contracts with clients and York's ability to obtain such renewals and new
contracts on satisfactory financial terms and the creditworthiness of its major clients;
changes in accounting principles or application of such principles to York's business;
and any other factors referenced or incorporated by reference in this report and any
other publicly filed report.  The risks included above are not exhaustive.

Other sections of this report may
include reference to the additional factors which could adversely impact the Company's
and York's business and financial performance. Moreover, the Company and York operate in
a very competitive and rapidly changing environment. New risk factors emerge from time to
time, and it is not possible for management to predict all such risk factors, nor can it
assess the impact of known risk factors on the Company and York's business or the extent
to which any factor or combination of factors may cause actual results to differ
materially from those contained in any forward-looking statement.  The Company undertakes
no obligation to revise or publicly release the results of any revisions to
forward-looking statements or to identify any new risk factors which may arise. Given
these risks and uncertainties, investors should not place undue reliance on
forward-looking statements as a prediction of actual future results.

-12-

---

Investors should also be aware that
while the Company does, from time to time, communicate with securities analysts, it is
against the Company's policy to disclose to them any material, non-public information.
Accordingly, investors should not assume that the Company agrees with any statement or
report issued by any analyst irrespective of the content of the statement or report.
Furthermore, the Company has a policy against issuing or confirming financial forecasts
or projections issued by others.  Thus, to the extent that the reports issued by
securities analysts contain any projections, forecasts, or opinions, such reports are not
the responsibility of the Company.

Bexil Corporation, a Maryland
corporation (the "Company"), is a holding company.  We have 11 employees.

The Company was incorporated under
the laws of the State of Maryland as Bull & Bear U.S. Government Securities Fund,
Inc., a non-diversified closed-end management investment company registered under 1940
Act.  From 1986 through September 1996, the predecessor operated as a diversified series
of shares of Bull & Bear Funds II, Inc., an open-end management investment company
organized in 1974.  In October 1996, the Company's predecessor transferred its net assets
to the Company in exchange for shares of the Company. The Company changed its name to
Bexil Corporation on August 26, 1999.  Prior to January 6, 2004, the Company (including
its predecessors) was regulated under the 1940 Act.  In 2002, the Company filed an
application with the SEC to terminate its registration as an investment company
registered under the 1940 Act.

On January 6, 2004 the Company's
application with the SEC to terminate its registration as an investment company was
granted.  As a result, the Company is subject to the reporting and other requirements of
the Exchange Act and is no longer subject to regulation under the 1940 Act. Bexil is a
publicly held company listed on the American Stock Exchange.

Bexil's primary holding is comprised
of its 50% interest in privately held York Insurance Services Group, Inc. ("York"). York
is an insurance services business process outsourcing ("BPO").  Since the 1930's, York
(through predecessor companies) has served as both an independent adjustment company and
third party administrator ("TPA") providing comprehensive claims, data, and risk related
services to insurance companies, self-insureds, and intermediaries throughout the United
States. More recently, York has established business units in the program management,
licensed private investigation, recovery, environmental consulting, retail logistics and
large/complex loss adjusting markets.

The Company's 50% interest in York
is accounted for using the equity method and, therefore, our financial results are not
consolidated with York's.

-13-

---

York Industry Profile and Risks

The insurance services industry in
which York competes is fragmented and includes captive and independent service providers.
 Captives are typically owned and operated by insurance carriers and brokers. Independent
competitors include a few large, a small group of mid-sized, and many small companies.
York seeks to position itself as a nimble, nationwide provider of a broad array of
insurance services.  York's objective is to offer its customers the flexibility of the
smaller providers combined with the infrastructure and service offerings of larger
competitors.

York competes in the domestic and
international markets for claims administration, claims adjusting, and related services,
which are highly competitive.  A large number of companies compete in varying ways in
various segments of the market.  Competitors include those insurance companies that have
their own claims handling capabilities, insurance brokers offering adjusting and related
services to supplement brokerage services, as well as national, regional, and small
adjusting companies.

Although there are a large number of
property and casualty insurers, the major insurers, which account for a substantial
portion of the market, typically maintain a staff of adjusters on their payrolls.
 Generally, insurers use this staff to adjust automobile and smaller property claims.
Many insurers, however, also have internal adjusting staffs, which handle claims that are
larger or more complicated.  Nonetheless, to varying degrees, property and casualty
insurers "outsource" claims adjusting, whether entirely, on a multi-policy "program"
basis, a policy-by-policy basis or on an adjustment-by-adjustment basis.

Insurers have numerous reasons for
out-sourcing claims handling.  Some insurers have elected to reduce overhead by
eliminating internal claims adjusting capability in whole or in part.  Others have
specialized requirements for specialized adjusting services.  Additionally, certain
claims may require adjusting services outside the geographic area that an insurer's staff
can handle conveniently.  Insurers' relationships with insureds or managing general
agents, and those parties' relationships with claims administrators, may also result in
an insurer out-sourcing claims.  York makes its services available to those insurers
wishing to out-source claims handling.

Insurance markets tend to be
cyclical in nature.  As markets "harden," premiums, deductibles and "self-insured
retention" amounts tend to increase, while coverage terms tend to become more
restrictive.  As markets "soften," the opposite tends to occur.  Different business
opportunities arise in all phases of these cycles.  For example, the higher deductibles
and self-insured retention amounts seen during a "hard" market may lead insureds to take
a greater degree of control over the claims handling process.  This presents an
opportunity for York to provide service to "self-insured" parties.  On the other hand, a
"soft" market will tend to cause insurers to seek to cut costs.  One way insurers try to
do this is by reducing the overhead of their in-house claims departments.  This presents
an opportunity to York to handle out-sourced claims.

The insurance industry is heavily
regulated and has recently been the focus of intense scrutiny.  Business practices of
brokers, agents, insurance carriers and reinsurers have been under review, including many
customers and parties that refer business to York. It is uncertain what impact these
recent regulatory initiatives will have on the insurance industry and ultimately on
York's business.  To the extent that these regulatory initiatives lead to changes in the
industry, both risks to its current business and opportunities for new business may be
created.

York obtains business from numerous
sources, including insurers, insurance brokers, managing general agents ("MGA's"),
captives, government agencies, public entities, private self-insured companies,
consultants, and trade associations.  Many of York's sources of revenue often involve
multi-party relationships.  For example, an important source of business for York is
industry-specific programs.  These programs often involve a large group of policyholders,
a trade association, a managing general agent, in conjunction with an insurance carrier,
each of whom exercise influence over how the program is managed and who is selected to
manage the claims.  Despite these multi-party relationships, York frequently contracts
with the insurer.  One such insurer represented approximately 28% and 28% of York's
revenue for the nine months ended September 30, 2005 and 2004,
respectively, most of which was derived from TPA services provided on industry-specific
program business which also involved relationships with MGA's and trade associations
which are an integral part of the buying decision.  York services less than 5% of their
total claims business.  York has also generated revenues with multiple affiliates of this
insurer, representing in the aggregate an additional amount of less than 10% of York's
2005-2004 revenues.

-14-

---

York manages claims for residual
market property and auto plans in over 20 states.  The selection of York as TPA on these
programs is influenced by each individual state plan, the servicing carrier which manages
each plan, the state departments of insurance which oversee each plan, and the
representatives of insurance companies who serve on the Boards of each plan. York
sometimes contracts directly with the residual market plan, and sometimes with the
servicing carrier, including some of the affiliated insurers referred to above. In every
instance York is approved as claims TPA by the residual market plan in each state and
acts as agent of the plan.  In the aggregate, residual market plans represented
approximately 25% and 24% of York's revenue for the nine months ended September 30, 2005
and 2004, respectively.  Each of these state residual market plans is a separate customer
relationship and as such, the customer concentration disclosure above does not reflect
any business derived from residual market plans.

Liquidity and Capital Resources

At September 30, 2005, the Company
had positive working capital of $5,292,479, total assets of $16,628,085, no long-term
debt, and shareholders' equity of $16,300,361.  Total assets and shareholders' equity
increased due to an increase in equity in the earnings of York. There was an overall net
increase in cash and cash equivalents of $2,014,392 at September 30, 2005.  The increase
was attributable to $2,670,691 of dividends received from York net of cash used in
operating activities.

Management knows of no contingencies
that are reasonably likely to result in a material decrease in the Company's liquidity or
that are likely to materially adversely affect the Company's capital resources.

Three Months Ended September 30,
2005 Compared to Three Months Ended September 30, 2004

For the three months ended September
30, 2005 compared to the three months ended September 30, 2004, total revenue of $76,492
increased $45,331 or 145.5% from $31,161, due to an increase in consulting fees of
$12,501 and an increase in other revenue of $32,830.  The increase in other revenue was
primarily due to an increase in dividends earned from an investment in a money market
fund. Equity in earnings of York of $954,127 increased $366,021 or 62.2% due to York's
increased earnings. York's revenue in the same comparable period increased 5.1%.

Total expenses of $296,861 increased
$118,764 or 66.7% compared to the same period in 2004. Professional fees increased
$105,902 or 535.9% primarily due to an increase in audit fees.  General and
administrative expense and communications expense increased $12,862.

-15-

---

Net income for the three months
ended September 30, 2005 was $609,203 or $0.69 per share on a diluted basis as compared
to net income of  $424,065 or $0.48 per share on a diluted basis for the three months
ended September 30, 2004.

Nine Months Ended September 30, 2005
Compared to Nine Months Ended September 30, 2004

For the nine months ended September
30, 2005 compared to the nine months ended September 30, 2004, total revenue of $198,615
increased $65,250 or 48.9% from $133,365, due to an increase in consulting fees of
$37,503 and an increase in other revenue of $27,747.  The increase in other revenue was
primarily due to an increase in investment income from dividends earned from an
investment in a money market fund. Equity in earnings of York of $2,134,590 increased
$570,631 or 36.5% due to York's increased earnings. York's revenue in the same comparable
period increased 14.7%.

Total expenses of $810,653 increased
$149,871 or 22.7% compared to the same period in 2004. Professional fees increased
$195,675 or 190.5% primarily due to an increase in audit fees.  The increase in
professional fees was partially offset by decreases to general and administrative
expenses of $35,814 or 6.7% and communications expenses of $9,990 or 43.4%.

Net income for the nine months ended
September 30, 2005 was $1,429,617 or $1.63 per share on a diluted basis as compared to
net income of $1,084,610 or $1.23 per share on a diluted basis for the nine months ended
September 30, 2004.

Recent Accounting Pronouncements

On December 16, 2004, the FASB
issued SFAS 123R.  This statement requires all entities to recognize compensation expense
in an amount equal to the fair value of share-based payments (e.g., stock options and
restricted stock) granted to employees.  The Company as a public entity that files as a
small business issuer will be required to apply SFAS 123R in the first interim or annual
reporting period of the first year that begins after December 15, 2005.  We are currently
in the process of assessing the impact that the adoption of this standard will have on
our financial statements.

# Item 3. Controls and
Procedures

Disclosure Controls and Procedures

The Company maintains disclosure
controls and procedures that are designed to ensure that information required to be
disclosed in the Company's reports filed under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated to the
Company's management, including its President and Chief Executive Officer and Principal
Financial Officer, or persons performing similar functions, as appropriate, to allow
timely decisions regarding required disclosure.  Management necessarily applied its
judgment in assessing the costs and benefits of such controls and procedures which, by
their nature, can provide only reasonable assurance regarding management's control
objectives.  The Company has carried out an evaluation, under the supervision and with
the participation of the Company's management, including the Company's President and
Chief Executive Officer along with the Company's Principal Financial Officer, of the
effectiveness of the design and

operation of the Company's disclosure controls and procedures pursuant to Exchange
Act Rule 13a-15(b).  Based on that evaluation, management, including the Company's
President and Chief Executive Officer along with the Company's Principal Financial
Officer, concluded that the Company's disclosure controls and procedures were not
effective as of September 30, 2005, because of certain control deficiencies outlined below.

-16-

---

On June 15, 2005, the Company
inadvertently filed the 2004 Annual Report on Form 10-KSB before all pending edits and
reviews were completed. Because the edits and review procedures had not been completed,
the Company's Chief Financial Officer determined that the Company's financial statements
for the fiscal years ended December 31, 2004 and 2003 as filed should not be relied upon.
On June 20, 2005, an amended 2004 Report was filed to correct certain errors which
resulted from the inadvertent filing of the 2004 Report on June 15, 2005. The
circumstances surrounding the inadvertent filing and a description of the edits which had
not been completed are described in the Company's Current Report on Form 8-K dated June
15, 2005, and filed with the SEC on the same date.  Moreover, the Form 10-QSB for the
quarter ended March 31, 2005 due on May 16, 2005 was not filed until July 11, 2005, such
delay being attributable to the time necessary to make an accounting presentation of the
Company's conversion from an investment company to an operating company.

In connection with the preparation
of the 2004 Annual Report on Form 10KSB/A, management determined that deficiencies within
its disclosure controls and procedures including internal control over financial
reporting existed that related to the following (1) the Company's internal controls over
SEC filings were not adequate and required further strengthening, and (2) the controls
over the application of APB No. 20 as disclosed in Note 2 to the 2004 annual report on
Form 10KSB/A did not operate effectively. In addition, the controls over the application
of APB 18 regarding the classification of income from equity affiliates as disclosed in
Note 10 in this Form 10QSB did not operate effectively.

Changes in Internal Control Over
Financial Reporting

The Company has adopted the
following administrative procedural control to help preclude repetition of the error that
occurred on June 15, 2005, with respect to the inadvertent SEC filing.  As such, no SEC
filings by the Company shall be transmitted until the staff person EDGARizing the
document has obtained the signed and dated authorization from either the Chief Executive
Officer or the Chief Financial Officer of the Company, or their delegatee.

There has been no change, other than
those noted above, during the Company's fiscal quarter ended September 30, 2005, in the
Company's internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over financial
reporting.

# Part II. Other
Information

-17-

---

# Items 4. Submission of
Matters to a Vote of Security Holders During the Period Covered by This Report

None

Item 5. Other Information

The Company's  principal  financial
officer and principal  accounting  officer resigned from that position  effective July
11, 2005. The Company  appointed a new principal  financial  officer and principal
 accounting  officer,  Thomas O'Malley,  effective July 11, 2005. Mr. O'Malley also is
Chief Financial Officer,  Chief Accounting Officer, and Vice President of Tuxis
 Corporation  and Winmill & Co.  Incorporated  and its  affiliates  ("Winco"),  and
the investment companies  managed  by  Winco.  Previously,  Mr.  O'Malley  served  as
 Assistant  Controller  of Reich & Tang  Asset Management,  LLC,  Reich & Tang
 Services,  Inc.,  and  Reich & Tang  Distributors,  Inc.  He is a  certified  public
accountant. There is no employment agreement between the Company and Mr. O'Malley.

Item 6. Exhibits and Reports on Form
8-K

The Company filed the following
Current Reports on Form 8-K during the three months ended September 30, 2005.

|1. | Current
Report on Form 8-K dated July 12, 2005 containing the press release disclosing the
Company's          operating results for the first quarter ended March 31, 2005.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Current
Report on Form 8-K dated August 15, 2005 containing the press release disclosing the
Company's          operating results for the second quarter ended June 30, 2005.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-18-

---

# SIGNATURES

Pursuant to
the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

BEXIL CORPORATION

|                         |                                                                                                               
|------------------------ | --------------------------------------------------------------------------------------------------------------
|Dated: November 14, 2005 | By : /s/Thomas O'Malley
       Thomas O'Malley
       Chief Financial Officer,
       Chief Accounting Officer

Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed by the following persons on
behalf of the Company and in the capacities and on the dates indicated.

|                  |                                                                                                                                                                                          
|----------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|November 14, 2005 | By: /s/Thomas B. Winmill
       Bassett S. Winmill, Chairman of the Board, Director
       Thomas B. Winmill on behalf of Bassett S. Winmill 
       by Power of Attorney signed 12/11/01

|                  |                                                                                                                           
|----------------- | --------------------------------------------------------------------------------------------------------------------------
|November 14, 2005 | By:/s/Thomas B. Winmill
       Thomas B. Winmill, Esq., President
       Chief Executive Office, General Counsel, Director

|                  |                                                                                                                                                                 
|----------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|November 14, 2005 | By:/s/Thomas B. Winmill
       Charles A. Carroll, Director
       Thomas B. Winmill on behalf of Charles A. Carroll
       by Power of Attorney signed 12/11/01

|                  |                                                                                                                                                                   
|----------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|November 14, 2005 | By:/s/Thomas B. Winmill
       Edward G, Webb, Jr., Director
       Thomas B. Winmill on behalf of Edward G, Webb, Jr.
       by Power of Attorney signed 12/11/01

|                  |                                                                                                                                                                                                                                                                                                                                                                                   
|----------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|November 14, 2005 | By:/s/Thomas B. Winmill  
                                                                           Douglas Wu, Director    
                                                                                   Thomas B. Winmill on behalf of Douglas Wu
                                                                                   by Power of Attorney signed 12/11/01

-19-

---

Certification -
Exchange Act Rules 13a-14 and 15d-14

I, Thomas B. Winmill, certify that:

1. I have reviewed this quarterly
report on Form 10-QSB of Bexil Corporation ("registrant");

2. Based on my knowledge, this
 report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the
periods covered by this report;

3. Based on my knowledge, the
financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this
report;

4. The registrant's other certifying
officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e)) for the registrant and have:

a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;

b) [omitted in accordance with SEC
Release Nos. 33-8238 and 34-47986];

c) Evaluated the effectiveness of
the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any
change in the registrants internal control over financial reporting that occurred during
the registrants most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the small business issuers' internal control over financial
reporting; and

5. The registrant's other certifying
officers and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and
material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and

b) Any fraud, whether or not
material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.

|                        |                                              
|----------------------- | ---------------------------------------------
|Date: November 14, 2005 | /s/ Thomas B. Winmill
Chief Executive Officer

---

Certification -
Exchange Act Rules 13a-14 and 15d-14

I, Thomas O'Malley, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Bexil Corporation ("registrant");

2. Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the
periods covered by this report;

3. Based on my knowledge, the
financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying
officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e)) for the registrant and have:

a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;

b) [omitted in accordance with SEC
Release Nos. 33-8238 and 34-47986];

c) Evaluated the effectiveness of
the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any
change in the registrants internal control over financial reporting that occurred during
the registrants most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the small business issuers' internal control over financial
reporting; and

5. The registrant's other certifying
officers and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and
material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and

b) Any fraud, whether or not
material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.

|                        |                                            
|----------------------- | -------------------------------------------
|Date: November 14, 2005 | /s/ Thomas O'Malley
Chief Financial Officer

---



CEO CERTIFICATION
PURSUANT TO                                                18 U.S.C. SECTION 1350,
                                             AS ADOPTED PURSUANT TO 906
                                          OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of Bexil Corporation on Form 10-QSB for the period ended September 30, 2005 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas
B. Winmill, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002, that:

1. The Report fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the
Report fairly presents, in all material respects, the financial condition and result of
operations of the Company.

/s/ Thomas B. Winmill Thomas B.
Winmill Chief Executive Officer November 14, 2005

---

CFO CERTIFICATION
PURSUANT TO                                                18 U.S.C. SECTION 1350,
                                             AS ADOPTED PURSUANT TO 906
                                          OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of Bexil Corporation on Form 10-QSB for the period ended September 30, 2005 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas
O'Malley, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002, that:

1. The Report fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the
Report fairly presents, in all material respects, the financial condition and result of
operations of the Company.

/s/Thomas O'Malley Thomas O'Malley
Chief Financial Officer November 14, 2005

---