U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


(Amendment
No. 1)





x ANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
fiscal year ended December 31, 2008


Commission
file number 0-12183





BOVIE
MEDICAL CORPORATION





(Exact
name of registrant as specified in its charter)


Delaware
      No.
              
              11-2644611(State
      or other jurisdiction
              
              (IRS
      Employer Identification No.)of
      incorporation or organization)





734
Walt Whitman Rd., Melville, New York 11747


(Address
of principal executive offices)





(631)
421-5452


(Issuer's
telephone number)




Title of each Class
                        
                        Name of each Exchange on whichregisteredCommon Stock, $.001 Par Value
                        
                        NYSE
      Alternext
Market




Securities registered under Section
12(g) of the Exchange Act
 None
 
 Indicate
by check mark if the Company is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.
 Yes:
o    No x
 Indicate
by check mark if the Company is not required to file reports pursuant to Section
13 or Section 15(d) of the Act.
 Yes: 
o    No x
 Indicate
by check mark whether the registrant (I) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
x No  ̈
 
 Indicate
by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K 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 a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting
company.  See definition of “large accelerated filer”, “accelerated
filer” and “small reporting company” in Rule 12b-2 of the Exchange Act (Check
one):
 Large
accelerated filer  ̈         Accelerated
filer x        Non-accelerated
filer  ̈       Small
reporting company  ̈
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
 Yes  ̈                 No
x
 The
aggregate market value of the voting stock held by non-affiliates computed by
reference to the price at which the stock was sold, or the average bid and asked
prices of such stock, as of March 2, 2009 was approximately
$101,800,000
 
 The
number of shares of the registrant's $.001 par value common stock
outstanding on the NYSE Alternext exchange as of March 2, 2009 was
16,987,698
 
 Company
Symbol-BVX Company SIC (Standard Industrial Code)-3841
 
 DOCUMENTS
INCORPORATED BY REFERENCE
 Portions
of the Registrant’s definitive Proxy Statement relating to the Annual Meeting of
Shareholders which was held on November 6, 2008 are incorporated by
reference into Part I.
  EXPLANATORY
NOTE
  This Amendment No. 1
on Form 10-K/A (this "Amendment") amends the original Annual Report on
Form 10-K for the year ended December 31, 2008 ofBovie Medical
Corporation(the
"Company") that initially was filed with the Securities and Exchange Commission
(the "SEC") onMarch 13, 2009(the "Original 10-K").
This Amendment is being filed to amendItem 1A Risk factorsof the Original 10-K toprovide better clarification in line with section 503(c) of Regulation
S-K.In
addition we have corrected two errors located on the signature page, the first
being a typographical error which listed the incorrect year in the signature
paragraph, and second we have included the Company’s officers and directors
signatures that were erroneously omitted from our original Annual Report.
Lastly, we have included exhibits that previously were omitted erroneously and
accordingly amended the Exhibit Index.
  Additionally,
pursuant to the rules of the SEC, Part IV of the Original 10-K has been
amended to contain currently dated certifications of the Company's chief
executive officer and chief financial officer. As required by Section 302
and 906 of the Sarbanes-Oxley Act of 2002, the certifications of our chief
executive officer and chief financial officer are attached to this Amendment as
Exhibits 31.1, 31.2, 32.1 and 32.2.
  Except as
described above, no other amendments have been made to the Original 10-K. All
other Items of the Original 10-K are unaffected by this Amendment and therefore should be read in conjunction with this form 10-K/A.
This Amendment does not reflect events occurring after March13, 2009 or modify or
update the disclosure contained in the Original 10-K in any way other than as
required to reflect the revisions discussed above.




Bovie
Medical Corporation


2008
Form 10-K/A Annual Report





Table
of Contents





Part I
                                                                        
                                                                        
                                                                        
                                                                        PageItem 1
                                                                        
                                                                        Business
                                                                        
                                                                        
                                                                        1Item
      1A
                                                                        
                                                                        Risk
      Factors
                                                                        
                                                                        
                                                                        5Item
      1B
                                                                        
                                                                        Unresolved
      Staff Comments
                                                                        
                                                                        
                                                                        10Item 2
                                                                        
                                                                        Properties
                                                                        
                                                                        
                                                                        10Item 3
                                                                        
                                                                        Legal Proceedings
                                                                        
                                                                        
                                                                        10Item 4.
                                                                        
                                                                        Submission of Matters to a Vote of Security
      Holders
                                                                        
                                                                        
                                                                        10Part IIItem 5.
                                                                        
                                                                        Market for Registrant’s Common Equity,
      Related Stockholder Matters and Issuer Purchases of Equity
      Securities
                                                                        
                                                                        
                                                                        11Item
      6.
                                                                        
                                                                        Selected
      Financial Data
                                                                        
                                                                        
                                                                        13Item
      7
                                                                        
                                                                        Management's Discussion and Analysis of
      Financial Condition and Results of Operations
                                                                        
                                                                        
                                                                        14Item
      7A
                                                                        
                                                                        Quantitative
      and Qualitative Disclosures about Market Risk
                                                                        
                                                                        
                                                                        24Item
      8
                                                                        
                                                                        Financial
      Statements and Supplementary Data
                                                                        
                                                                        
                                                                        24Item
      9
                                                                        
                                                                        Changes in and Disagreements with Accountants on
      Accounting and Financial Disclosure.
                                                                        
                                                                        
                                                                        24Item 9A
                                                                        
                                                                        Controls and Procedures
                                                                        
                                                                        
                                                                        25Item
      9B
                                                                        
                                                                        Other
      Information
                                                                        
                                                                        
                                                                        26Part IIIItem
      10
                                                                        
                                                                        Directors, Executive Officers,and
      Corporate Governance
                                                                        
                                                                        
                                                                        26Item
      11
                                                                        
                                                                        Executive
      Compensation
                                                                        
                                                                        
                                                                        30Item
      12
                                                                        
                                                                        Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                                                        
                                                                        
                                                                        36Item 13.
                                                                        
                                                                        Certain Relationships and Related
      Transactions and Director Independence
                                                                        
                                                                        
                                                                        38Item 14
                                                                        
                                                                        Principal Accountant Fees and
      Services
                                                                        
                                                                        
                                                                        40Signatures
                                                                        
                                                                        
                                                                        41Part IVItem
      15
                                                                        
                                                                        ExhibitsIndex










ITEM
1A. Risk factors





In
addition to risks and uncertainties in the ordinary course of business,
important risk factors that may affect us are discussed below.




Risks
Relating to Our Business




Current
challenges in the commercial and credit environment may adversely affect our
business and financial condition.




The
current global economic crisis described below should be considered when
reviewing each of the subsequent paragraphs setting forth the various aspects of
our business, operations, and products.





The
recent global economic and financial market crisis has caused, among other
things, a general tightening in the credit markets, lower levels of liquidity,
increases in the rates of default and bankruptcy, and lower consumer and
business spending. Although the ultimate outcome of these events cannot be
predicted, it may have a material adverse effect on the Company and our ability
to borrow money in the credit markets and potentially to draw on our revolving
credit facility or otherwise obtain financing.  Similarly, current or
potential customers and suppliers may no longer be in business, may be unable to
fund purchases or determine to reduce purchases, all of which could lead to
reduced demand for our products, reduced gross margins, and increased customer
payment delays or defaults. Further, suppliers may not be able to supply us with
needed raw materials on a timely basis, may increase prices or go out of
business, which could result in our inability to meet customer demand in a
timely manner or affect our gross margins. We are also limited in our ability to
reduce costs to offset the results of a prolonged or severe economic downturn
given certain fixed costs associated with our operations.





We
do a substantial amount of business with certain original equipment
manufacturers (“OEM”) which as a group have produced substantial revenues for
our Company. Loss of business from a major OEM customer will likely adversely
affect our business.





Bovie
manufactures the majority of its products on its premises in St. Petersburg,
Florida. Labor-intensive sub-assemblies and labor-intensive products may be
out-sourced to our specification. Although we sell through distributors, we
market our products through national trade journal advertising, direct mail,
distributor sales representatives and trade shows, under the Bovie name, the
Bovie/Aaron name and private label. Major distributors include Allegiance (a
Cardinal Company), IMCO, McKesson Medical Surgical, Inc., Medline, NDC (Abco,
Cida and Starline), Owens & Minor, and Physician Sales & Service. If any
of these distributor relationships are terminated or not replaced, our revenue
from the territories served by these distributors could be adversely
affected.





We have a
major OEM customer, Arthrex, Inc. for which we manufacture products on a private
label basis, pursuant to an agreement. On August 31, 2007, we amended and
extended this manufacturing agreement for an additional three year period. The
amended terms continue to provide that we will be reimbursed for our expenses in
developing any changes or modifications to products according to Arthrex’s
specifications, and Arthrex continues to own the intellectual property. In
addition, general provisions for product warranties, insurance, termination, and
confidentiality remain the same.  The main change to the amended
manufacturing agreement is the elimination of the provision that required
Arthrex to exclusively purchase the products from us as well as the elimination
of the provision that required us to forego competing in the same Arthrex
markets with said products. This amended Arthrex Agreement has termination dates
of December 6, 2010 and March 2011 for the generators. In fiscal 2008, Arthrex
orders represented approximately 20% of our total revenues. As such, should
Arthrex determine to reduce or cease placement of orders for the products, our
business will likely be adversely affected.




1




We
rely on certain suppliers and manufacturers for raw materials and other products
and are vulnerable to fluctuations in the availability and price of such
products and services.




We are
also dependent on other OEM customers because we manufacture products for them;
however they have no legal obligation to purchase such products. Should the
collaborative customer fail to give us purchase orders for the product after
development, our future business and value of related assets could be negatively
affected. Furthermore, no assurance can be given that a collaborative customer
will give sufficient high priority to our products. Finally, disagreements or
disputes may arise between Bovie and its contractual customers, which could
adversely affect production of our products. We also have informal collaborative
arrangements with three foreign suppliers under which we request the development
of certain items and components and we purchase them pursuant to purchase
orders. Our purchase order commitments are never more than one year in duration
and are supported by orders from our customers.





If we are unable
to protect our patents or other proprietary rights, or if we infringe on the
patents or other proprietary rights of others, our competitiveness and business
prospects may be materially damaged.





We have
twenty patents and trademarks; however we do not believe the patents and
trademarks have a material effect on our operations as their remaining useful
lives are minimal. We can give no assurance that competitors will not infringe
on our patent rights or otherwise create similar or non-infringing competing
products that are technically patentable in their own right.





We have
recently filed new patent applications for various new products including a
scanning cannula, modular laparoscopic and endoscopic instruments, the output
stage to our generator platform, our ICON product line and a Plasma Stream
patent application relating to the plasma technology.





Although
we carry liability insurance, due to the nature of our products and their use by
professionals, we may, from time to time, be subject to litigation from persons
who sustain injury during medical procedures in hospitals, physician’s offices
or in clinics and defending such litigations is expensive, disruptive, time
consuming and could adversely affect our business.




The
manufacture and sale of medical products entail significant risks of product
liability claims. Bovie currently maintains product liability insurance with
combined coverage limits of $10 million on a claims made basis. There is no
assurance that this coverage will be adequate to protect us from any possible
liabilities we might incur in connection with the sale or testing of our
products. In addition, we may need increased product liability coverage as
products are commercialized. This insurance is expensive and in the future may
not be available on acceptable terms, if at all.





Our
manufacturing facilities are located in St. Petersburg, Florida and could be
affected due to multiple risks from fire, hurricanes and the like.




Our
manufacturing facilities are located in St. Petersburg, Florida and could be
affected by multiple weather risks, most notably hurricanes (one of which
previously caused damage to the roof of one of our buildings as well as some of
our furniture and equipment).  The damage was mildly disruptive to
operations.  Although we carry casualty insurance and business
interruption insurance, future possible disruptions of operations due to
hurricanes or other weather risks could affect our ability to meet our
commitments to our customers and impair important business relationships, the
loss of which could adversely affect our operations and
profitability.





Risks
Related to Our Industry




The medical
device industry is highly competitive and we may be unable to compete
effectively.




The
medical device industry is highly competitive. Many competitors in this industry
are well established, do a substantially greater amount of business, and have
greater financial resources and facilities than we do.




2




Domestically,
we believe we rank third in the number of units sold in the field of
electrosurgical generator manufacturing and we sell our products and compete
with other manufacturers in various ways. In addition to advertising, attending
trade shows and supporting our distribution channels, we strive to enhance
product quality, improve user friendliness and expand product
exposure.





We also
compete by private labeling our products for major distributors under their
label. This allows us to increase our position in the marketplace and thereby
compete from two different approaches, our Aaron or Bovie label, and our
customers’ private label. Our private label customers distribute our products
under their name through their internal sales force. We believe our main
competitors do not private label their products.





Lastly,
at this time we sell the majority of our products through distributors. Many of
the companies we compete with sell direct, thus competing directly with
distributors they sometimes use.





Main
competitors are Conmed, Valleylab (a division of Covidien) and Erbe
Electromedizine, in the electrosurgery market, Xomed (a division of Medtronics),
in the battery operated cautery market, Salient Surgical Technologies (formerly
Tissuelink) in the saline enhanced sintered steel market and Ethicon and U.S.
Surgical in the endoscopic instrumentation market.   We believe
our competitive position did not change in 2008.





Our
industry is highly regulated by the U.S. Food and Drug Administration and
internationally including other governmental, state and federal agencies which
have substantial authority to establish criteria which must be complied with in
order to continue in operation.




United
States





The
Company’s products and research and development activities are subject to
regulation by the FDA and other regulatory bodies. FDA regulations govern, among
other things, the following activities:





·
            Product
      development.·
            Product
      testing.


·
            Product
      labeling.·
            Product
      storage.


·
            Pre-market
      clearance or approval.·
            Advertising
      and promotion.


·
            Product
      traceability, and·
            Product
      indications.





In the
United States, medical devices are classified on the basis of control deemed
necessary to reasonably ensure the safety and effectiveness of the device. Class
I devices are subject to general controls. These controls include registration
and listing, labeling, pre-market notification and adherence to the FDA Quality
System Regulation. Class II devices are subject to general and special controls.
Special controls include performance standards, post market surveillance,
patient registries and FDA guidelines. Class III devices are those which must
receive pre-market approval by the FDA to ensure their safety and effectiveness.
Currently, we only manufacture Class I and Class II
devices.  Pre-market notification clearance must be obtained for some
Class I and most Class II devices when the FDA does not require pre-market
approval. All Bovie Medical products have been cleared by the Pre-market
notification process. To date, the FDA has not failed to clear any devices we
have submitted.





A
pre-market approval application is required for most Class III devices. A
pre-market approval application must be supported by valid scientific evidence
to demonstrate the safety and effectiveness of the device. The pre-market
approval application typically includes:





·
            Results
      of bench and laboratory tests, animal studies, and clinical
      studies·
            A
      complete description of the device and its
  components




3




·
              A
      detailed description of the methods, facilities and controls used to
      manufacture the device, and proposed
labeling.




The
pre-market approval process can be expensive, uncertain and lengthy. A number of
devices for which pre-market approval has been sought by other companies have
never been approved for marketing.





Manufacturing





Manufacturing
and distribution of our products may be subject to continuing regulation by the
FDA. We will also be subject to routine inspections by the FDA to determine
compliance with the following:





·
            Quality
      system regulations.·
            Medical
      device reporting regulations, and


·
            FDA
      restrictions on promoting products for unapproved or off-label
      uses.





In
addition to regulations enforced by the FDA, we are also subject to regulations
under the Occupational Safety and Health Act, the Environmental Protection Act
and other federal, state and local regulations.





International
Regulation





To market
products in the European Union, our products must bear the “CE”
mark.  Manufacturers of medical devices bearing the CE mark have gone
through a conformity assessment process that assures that products are
manufactured in compliance with a recognized quality system and to comply with
the European Medical Devices Directive.





Each
device that bears a CE mark has an associated Technical File that includes a
description of the following:





·
            Description
      of the device and its components,.
            A
      summary of how the device complies with the essential requirements of the
      medical devices  directive,·
            Safety
      (risk assessment) and performance of the
device,


·
            Clinical
      evaluations with respect to the device,·
            Methods,
      facilities and quality controls used to manufacture the device,
      and


·
            Proposed
      labeling for the device.





Manufacturing
and distribution of a device is subject to ongoing surveillance by the Notified
Body to ensure continued compliance with quality system and reporting
requirements.





We began
CE marking of devices for sale in the European Union in 1999. In addition to the
requirement to CE mark, each member country of the European Union maintains the
right to impose additional regulatory requirements.





Outside
of the European Union, regulations vary significantly from country to country.
The time required to obtain approval to market products may be longer or shorter
than that required in the United States or the European Union. Certain European
countries outside of the European Union do recognize and give effect to the CE
mark certification. We are permitted to market and sell our products in those
countries.





If
we are unable to successfully introduce new products or fail to keep pace with
advances in technology, our business, financial condition and results of
operations could be adversely affected. In addition,Our research
and development efforts rely upon investments and alliances, and we cannot
guarantee that any previous or future investments or alliances will be
successful.




4




Our
research and development activities are an essential component of our efforts to
develop new innovative products for introduction in the marketplace. New and
improved products play a critical role in the Company’s sales growth. The
Company continues to place emphasis on the development of proprietary products
and product improvements to complement and expand its existing product lines. We
maintain close working relationships with physicians and medical personnel in
hospitals and universities who assist in product research and areas of
development. Our research and development activities are primarily developed
internally and are expensed as incurred. These expenses include direct expenses
for wages, materials and services associated with the development of our
products net of any reimbursements from customers. Research and development
expenses do not include any portion of general and administrative expenses. The
Company has two complementary facilities that both contribute to a centralized
research and development focus. Our St. Petersburg, FL facility has been our
flagship research and design location, followed later by our addition of the
Canadian facility in October 2006. Currently both facilities are working
synergistically developing our new products the ICON GP/VS and ICON GS, as well
asthe
accompanyingEndoscopic Modular
Instruments, the Polarian handle and accessories. We expect to make future
investments to enable us to develop new technologies and products to further our
strategic objectives and strengthen our existing business.  However,
we cannot guarantee that any of our previous or future investments will be
successful.




The
amount expended by us on research and development of our products during the
years 2008, 2007 and 2006, totaled approximately $2.1, $1.6, and $1.0 million
respectively. During the past three years, we invested in the J Plasma
technology, currently used in one of our new products under development, the
ICON GS plasma system. In addition, we invested in the SEER and BOSS devices,
Endoscopic Modular Instruments and undertook development of Cardio and
Urological Electrosurgical devices for a contractual partner. We have not
incurred any direct costs relating to environmental regulations or requirements.
For 2009 we expect our expenditures for research and development activities to
remain around the same level as 2008.





Our international
operations subject us to foreign currency fluctuations and other risks
associated with operating in foreign countries.





We
operate internationally and enter into transactions denominated in foreign
currencies (most notably the Canadian dollar and the Euro). To date, we have not
hedged our exposure to changes in foreign currency exchange rates, and as a
result, we are subject to foreign currency transaction and translation gains and
losses. We purchase goods and services in U.S. and Canadian dollars and have
recently begun to invoice certain product sales in Euros. Foreign exchange risk
is managed primarily by satisfying foreign denominated expenditures with cash
flows or assets denominated in the same currency. We charged $88,464 to
accumulated other comprehensive loss for the year ended December 31, 2008 as a
result of changes in the relationship of the U.S. dollar to the Canadian dollar
using the re-measurement method of translating our Canadian subsidiary’s
financial statements into U.S. dollars. Other foreign currency transaction gains
amounted to $4,505.




5





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in Melville, New York on
September 18, 2009.





Bovie
      Medical CorporationBy:
      /s/ ANDREW MAKRIDESAndrew
      MakridesPresidentChairman
      of the Board





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





Name
                
                Title
                
                DatePrincipal
      Executive Officer:/s/  ANDREW
      MAKRIDES
                  Andrew
      Makrides
                
                Chief
      Executive Officer and Chairman of the Board
                
                September 18,
      2009Principal
      Financial Officer:/s/  GARY
      D. PICKETT
                  Gary
      D. Pickett
                
                Chief
      Financial Officer, Treasurer, and Secretary
                
                September 18,
      2009Directors:/s/  J.
      ROBERT SARON
                  J.
      Robert Saron
                
                President
      of Aaron Medical Industries, Inc. and Director
                
                September 18,
      2009/s/  GEORGE
      KROMER
                  George
      Kromer
                
                Director
                
                September 18,
      2009/s/  BRIAN
      MADDEN
                  Brian
      Madden
                
                Director
                
                September 18,
      2009/s/  MICHAEL
      NORMAN
                  Michael
      Norman
                
                Director
                
                September 18,
      2009/s/
      AUGUST LENTRICCHIA
                  August
      Lentricchia
                
                Director
                
                September 18,
      2009/s/  STEVE
      LIVNEH
                  Steve
      Livneh
                
                President
      of Bovie Canada and
                  Director
                
                September 18,
      2009/s/  STEVEN
      MACLAREN
                  Steven
      MacLaren
                
                Director
                
                September 18,
      2009/s/  DR.
      PETER PARDOLL
                  Dr.
      Peter Pardoll
                
                Director
                
                September 18,
      2009




6





EXHIBIT
INDEX





Exhibit
      10.2*
              Original
      Equipment Manufacturer Agreement between Arthrex, Inc. and Bovie Medical
      Corp. dated as of June, 2002.Exhibit
      10.11
              Consulting
      and Intellectual Property Assignment Agreement dated January 12, 2006
      among Bovie, Henvil Corp. Ltd and Steve LivnehExhibit
      10.12*
              Distribution
      Agreement between Bovie Medical Corporation and Boston Scientific dated
      October 6, 2006.Exhibit
      10.13*
              First
      Amendment to Distribution Agreement between Boston Scientific Corporation
      and Bovie Medical Corporation August 23, 2007.Exhibit
      10.14*
              Termination
      Purchase and License Agreement between Boston Scientific Corporation and
      Bovie Medical Corporation dated April 29, 2008.Exhibit
      10.15
              Asset
      Purchase Agreement dated as of October 2, 2006 between Bovie Medical
      Corporation and Lican Developments, Ltd.Exhibit
      10.16*
              First
      Amendment to Manufacturing and Development Agreement dated August 24, 2007
      between Bovie Medical Corporation and Arthrex, Inc.Exhibit
      10.17
              First
      Amendment to OEM Agreement between Arthrex, Inc. and Bovie Medical Corp.
      dated as of July, 2007Exhibit
      10.18
              Amended
      Employment Agreement dated January 15, 2006 between Bovie Medical
      Corporation and Andrew MakridesExhibit
      10.19
              Amended
      Employment Agreement dated January 15, 2006 between J. Robert Saron and
      Bovie Medical CorporationExhibit
      10.20
              Amended
      Employment Agreement dated January 15, 2006 between Moshe Citronowicz and
      Bovie Medical CorporationExhibit
      10.21
              Employment
      Agreement dated June 18, 2007 between Bovie Medical Corporation and Gary
      Pickett.Exhibit
      10.22
              Employment
      Agreement dated October 2, 2006 between Steve Livneh and Bovie Medical
      CorporationExhibit
      10.23
              Amendment
      to Consulting and Intellectual Property Assignment Agreement dated June
      22, 2006 among Bovie, Henvil Corp. Ltd and Steve LivnehExhibit 31.1
              Certification pursuant to Section 302 of
      Sarbanes-Oxley Act of 2002.Exhibit 31.2
              Certification pursuant to Section 302 of
      Sarbanes-Oxley Act of 2002.Exhibit 32.1
              Certification pursuant to Section 906 of
      Sarbanes-Oxley Act of 2002.Exhibit 32.2
              Certification pursuant to Section 906 of
      Sarbanes-Oxley Act of
2002.





* Subject to a confidential treatment
application made by the Company simultaneously with this
filing.




7