##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    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
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission
file number: 0-22387
 DCB Financial Corp
  Ohio
    
    31-1469837(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)
 
  
   o þ
  þ o
  o þ




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PagePART I  FINANCIAL INFORMATIONITEM 1 - Financial StatementsConsolidated Balance Sheets
    
    
    3Consolidated Statements of Income
    
    
    4Consolidated Statements of Comprehensive Income
    
    
    5Condensed Consolidated Statements of Cash Flows
    
    
    6Notes to the Condensed Consolidated Financial Statements
    
    
    7ITEM 2 - Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk
    
    
    19ITEM 4 - Controls and Procedures
    
    
    20PART
II  OTHER INFORMATION
    
    
    22SIGNATURES
    
    
    24Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



Financial Statements
 September 30,
    
    
    December 31,2005
    
    
    2004(unaudited)ASSETSCash and due from financial institutions
    
    $
    14,147
    
    
    $
    11,238Securities available for sale
    
    
    98,708
    
    
    
    98,979Loans held for sale
    
    
    2,627
    
    
    
    1,122Loans
    
    
    543,804
    
    
    
    483,305Less allowance for loan losses
    
    
    (5,648
    )
    
    
    (4,818
    )Net loans
    
    
    538,156
    
    
    
    478,487Premises and equipment, net
    
    
    8,421
    
    
    
    8,846Bank owned life insurance
    
    
    8,802
    
    
    
    8,457Accrued interest receivable and other assets
    
    
    5,624
    
    
    
    4,556Total assets
    
    $
    676,485
    
    
    $
    611,685LIABILITIESDepositsNoninterest-bearing
    
    $
    65,206
    
    
    $
    65,148Interest-bearing
    
    
    442,162
    
    
    
    389,426Total deposits
    
    
    507,368
    
    
    
    454,574Federal funds purchased and other short-term borrowings
    
    
    12,883
    
    
    
    5,215Federal Home Loan Bank advances
    
    
    98,628
    
    
    
    95,813Accrued interest payable and other liabilities
    
    
    2,187
    
    
    
    1,822Total liabilities
    
    
    621,066
    
    
    
    557,424SHAREHOLDERS EQUITYCommon stock, no par value, 7,500,000 shares authorized,
4,273,200 shares issued
    
    
    3,780
    
    
    
    3,780Retained earnings
    
    
    61,993
    
    
    
    57,862Treasury stock at cost, 432,397 shares at September 30, 2005 and
338,440 at December 31, 2004
    
    
    (10,102
    )
    
    
    (7,616
    )Accumulated other comprehensive income (loss)
    
    
    (252
    )
    
    
    235Total shareholders equity
    
    
    55,419
    
    
    
    54,261Total liabilities and shareholders equity
    
    $
    676,485
    
    
    $
    611,685
  3.




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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Interest and dividend incomeLoans
    
    $
    8,581
    
    
    $
    6,184
    
    
    $
    23,634
    
    
    $
    17,494Taxable securities
    
    
    767
    
    
    
    719
    
    
    
    2,291
    
    
    
    2,120Tax-exempt securities
    
    
    206
    
    
    
    167
    
    
    
    579
    
    
    
    531Federal funds sold and other
    
    
    5
    
    
    
    1
    
    
    
    7
    
    
    
    7Total interest income
    
    
    9,559
    
    
    
    7,071
    
    
    
    26,511
    
    
    
    20,152Interest expenseDeposits
    
    
    2,676
    
    
    
    1,248
    
    
    
    6,671
    
    
    
    3,636Borrowings
    
    
    1,024
    
    
    
    698
    
    
    
    2,849
    
    
    
    1,907Total interest expense
    
    
    3,700
    
    
    
    1,946
    
    
    
    9,520
    
    
    
    5,543Net interest income
    
    
    5,859
    
    
    
    5,125
    
    
    
    16,991
    
    
    
    14,609Provision for loan losses
    
    
    545
    
    
    
    497
    
    
    
    1,535
    
    
    
    1,318Net interest income after provision for
loan losses
    
    
    5,314
    
    
    
    4,628
    
    
    
    15,456
    
    
    
    13,291Noninterest incomeService charges on deposit accounts
    
    
    686
    
    
    
    674
    
    
    
    1,891
    
    
    
    1,893Trust department income
    
    
    161
    
    
    
    158
    
    
    
    513
    
    
    
    495Net loss on sale of securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )Net loss on sale of assets
    
    
    
    
    
    
    (49
    )
    
    
    (32
    )
    
    
    (112
    )Gains on sale of loans
    
    
    104
    
    
    
    65
    
    
    
    276
    
    
    
    133Gain on sale of unconsolidated affiliate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,638Treasury management fees
    
    
    95
    
    
    
    132
    
    
    
    310
    
    
    
    387Data processing servicing fees
    
    
    83
    
    
    
    88
    
    
    
    232
    
    
    
    218Other
    
    
    221
    
    
    
    248
    
    
    
    1,030
    
    
    
    7021,350
    
    
    
    1,316
    
    
    
    4,220
    
    
    
    6,351Noninterest expenseSalaries and other employee benefits
    
    
    2,124
    
    
    
    1,920
    
    
    
    6,408
    
    
    
    5,924Occupancy and equipment
    
    
    771
    
    
    
    916
    
    
    
    2,493
    
    
    
    2,904Professional services
    
    
    53
    
    
    
    64
    
    
    
    323
    
    
    
    202Advertising
    
    
    101
    
    
    
    78
    
    
    
    308
    
    
    
    243Postage, freight and courier
    
    
    89
    
    
    
    83
    
    
    
    273
    
    
    
    286Supplies
    
    
    71
    
    
    
    45
    
    
    
    196
    
    
    
    169State franchise taxes
    
    
    110
    
    
    
    140
    
    
    
    325
    
    
    
    404Other
    
    
    486
    
    
    
    582
    
    
    
    1,479
    
    
    
    1,8463,805
    
    
    
    3,828
    
    
    
    11,805
    
    
    
    11,978Income before income taxes
    
    
    2,859
    
    
    
    2,116
    
    
    
    7,871
    
    
    
    7,664Federal income tax expense
    
    
    877
    
    
    
    609
    
    
    
    2,370
    
    
    
    2,293Net income
    
    $
    1,982
    
    
    $
    1,507
    
    
    $
    5,501
    
    
    $
    5,371Basic and diluted earnings per common share
    
    $
    0.51
    
    
    $
    0.38
    
    
    $
    1.41
    
    
    $
    1.37
  4.




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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income
    
    $
    1,982
    
    
    $
    1,507
    
    
    $
    5,501
    
    
    $
    5,371Less reclassification for realized losses on
sale of securities included in operations,
net of tax benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2Unrealized gains (losses) on securities
available for sale, net of tax
    
    
    (155
    )
    
    
    721
    
    
    
    (487
    )
    
    
    (234
    )Comprehensive income
    
    $
    1,827
    
    
    $
    2,228
    
    
    $
    5,014
    
    
    $
    5,139Accumulated other comprehensive
income (loss)
    
    $
    (252
    )
    
    $
    518
    
    
    $
    (252
    )
    
    $
    518
  5.




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Nine Months EndedSeptember 30,2005
    
    
    2004Cash flows provided by operating activitiesNet income for the period
    
    $
    5,501
    
    
    $
    5,371Gain on sale of unconsolidated affiliate
    
    
    
    
    
    
    (2,638
    )Increase (decrease) in accrued interest payable and other liabilities
    
    
    365
    
    
    
    (3,812
    )Other operating activities
    
    
    (143
    )
    
    
    1,340Cash flows provided by operating activities
    
    
    5,723
    
    
    
    261Cash flows used in investing activitiesSecurities available for salePurchases
    
    
    (23,041
    )
    
    
    (36,040
    )Maturities, principal payments and calls
    
    
    12,185
    
    
    
    14,501Sales
    
    
    10,498
    
    
    
    30,261Net change in loans
    
    
    (61,480
    )
    
    
    (56,700
    )Proceeds from sale of unconsolidated affiliate
    
    
    
    
    
    
    4,394Premises and equipment expenditures
    
    
    (397
    )
    
    
    (423
    )Net cash flows used in investing activities
    
    
    (62,235
    )
    
    
    (44,007
    )Cash flows provided by financing activitiesNet change in deposits
    
    
    52,794
    
    
    
    16,310Net change in federal funds and other short-term borrowings
    
    
    7,668
    
    
    
    12,381Net proceeds from Federal Home Loan Bank advances
    
    
    2,815
    
    
    
    16,447Purchases of treasury stock
    
    
    (2,486
    )
    
    
    Cash dividends paid
    
    
    (1,370
    )
    
    
    (1,456
    )Net cash provided by financing activities
    
    
    59,421
    
    
    
    43,682Net change in cash and cash equivalents
    
    
    2,909
    
    
    
    (64
    )Cash and cash equivalents at beginning of year
    
    
    11,238
    
    
    
    20,349Cash and cash equivalents at end of period
    
    $
    14,147
    
    
    $
    20,285Supplemental disclosures of cash flow information:Cash paid during the period forInterest on deposits and borrowings
    
    $
    8,968
    
    
    $
    5,458Cash dividends declared but unpaid
    
    $
    465
    
    
    $
    433
  6.




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NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     Earnings per share
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Weighted-average common
shares outstanding (basic)
    
    
    3,864,865
    
    
    
    3,934,760
    
    
    
    3,909,627
    
    
    
    3,934,760Dilutive effect of assumed
exercise of stock options
    
    
    2,658
    
    
    
    
    
    
    
    2,775
    
    
    
    Weighted-average common
shares outstanding (diluted)
    
    
    3,867,523
    
    
    
    3,934,760
    
    
    
    3,912,402
    
    
    
    3,934,760
  7.




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Stock option plan
    
 Three Months
    
    
    Nine monthsEnded
    
    
    EndedSeptember 30,
    
    
    September 30,2005
    
    
    2005(In thousands, except per share data)NET EARNINGS
    
    As reported
    
    $
    1,982
    
    
    $
    5,501Stock-based compensation, net of tax
    
    
    (3
    )
    
    
    (9
    )Pro-forma
    
    $
    1,979
    
    
    $
    5,492EARNINGS PER SHAREBASIC
    
    As reported
    
    $
    0.51
    
    
    $
    1.41Stock-based compensation, net of tax
    
    
    
    
    
    
    (.01
    )Pro-forma
    
    $
    0.51
    
    
    $
    1.40DILUTED
    
    As reported
    
    $
    0.51
    
    
    $
    1.41Stock-based compensation, net of tax
    
    
    
    
    
    
    (.01
    )Pro-forma
    
    $
    0.51
    
    
    $
    1.40
 8.




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Stock Option Plan (continued
  Nine months EndedSeptember 30,2005WEIGHTEDAVERAGE EXERCISESHARES
    
    
    PRICEOutstanding at beginning of year
    
    
    15,105
    
    
    $
    23.40Granted
    
    
    25,397
    
    
    $
    26.45Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (154
    )
    
    $
    23.40Outstanding at end of period
    
    
    40,348
    
    
    $
    24.81Options exercisable at period end
    
    
    3,944
    
    
    $
    23.40Weighted-average fair value of options
granted during the period
    
    
    
    
    
    $
    3.60
 Year EndedDecember 31,2004WEIGHTEDAVERAGEEXERCISESHARES
    
    
    PRICEOutstanding at beginning of year
    
    
    
    
    
    
    Granted
    
    
    15,105
    
    
    $
    23.40Exercised
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Outstanding at end of year
    
    
    15,105
    
    
    $
    23.40Options exercisable at year-end
    
    
    
    
    
    $
    Weighted-average fair value of options
granted during the year
    
    
    
    
    
    $
    3.44
  NUMBER OUTSTANDING
    
    RANGE OF EXERCISE PRICES40,348
    
    $23.40  $27.50
 9.




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Newly issued accounting standards
    Application of Critical Accounting Policies
   10.




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NOTE 2  SECURITIES
  Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueSeptember 30, 2005U.S. government and agency obligations
    
    $
    24,744
    
    
    $
    16
    
    
    $
    (258
    )
    
    $
    24,502States and municipal obligations
    
    
    25,184
    
    
    
    208
    
    
    
    (106
    )
    
    
    25,286Corporate bonds
    
    
    8,139
    
    
    
    18
    
    
    
    (1
    )
    
    
    8,156Mortgage-backed securities
    
    
    37,783
    
    
    
    144
    
    
    
    (431
    )
    
    
    37,496Total debt securities
    
    
    95,850
    
    
    
    386
    
    
    
    (796
    )
    
    
    95,440Other securities
    
    
    3,239
    
    
    
    33
    
    
    
    (4
    )
    
    
    3,268Total
    
    $
    99,089
    
    
    $
    419
    
    
    $
    (800
    )
    
    $
    98,708
  (Less than 12 months)
    
    
    (12 months or longer)
    
    
    
    
    
    
    
    
    
    
    TotalNumber of
    
    
    Fair
    
    
    Unrealized
    
    
    Number of
    
    
    Fair
    
    
    Unrealized
    
    
    Number of
    
    
    Fair
    
    
    UnrealizedDescription of Securities
    
    investments
    
    
    value
    
    
    losses
    
    
    investments
    
    
    value
    
    
    losses
    
    
    investments
    
    
    value
    
    
    losses(Dollars in thousands)U.S. Government and
agency obligations
    
    
    16
    
    
    $
    14,460
    
    
    $
    (134
    )
    
    
    11
    
    
    $
    8,116
    
    
    $
    (124
    )
    
    
    27
    
    
    $
    22,576
    
    
    $
    (258
    )State and municipal
obligations
    
    
    14
    
    
    
    6,663
    
    
    
    (56
    )
    
    
    9
    
    
    
    3,858
    
    
    
    (50
    )
    
    
    23
    
    
    
    10,521
    
    
    
    (106
    )Corporate bonds
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    3,008
    
    
    
    (1
    )
    
    
    1
    
    
    
    3,008
    
    
    
    (1
    )Mortgage-backed
securities and other
    
    
    59
    
    
    
    24,034
    
    
    
    (277
    )
    
    
    19
    
    
    
    6,270
    
    
    
    (158
    )
    
    
    78
    
    
    
    30,304
    
    
    
    (435
    )Total temporarily
impaired securities
    
    
    89
    
    
    $
    45,157
    
    
    $
    (467
    )
    
    
    40
    
    
    $
    21,252
    
    
    $
    (333
    )
    
    
    129
    
    
    $
    66,409
    
    
    $
    (800
    )
 Management has the intent and ability to hold these securities for the foreseeable future and the
decline in the fair value is principally related to increases in market interest rates. The fair
values are expected to recover as securities approach maturity dates.
 11.




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Available for saleAmortized
    
    
    FairCost
    
    
    ValueDue in one year or less
    
    $
    5,181
    
    
    $
    5,159Due from one to five years
    
    
    14,938
    
    
    
    14,799Due from five to ten years
    
    
    12,962
    
    
    
    12,944Due after ten years
    
    
    24,986
    
    
    
    25,042Mortgage-backed and related securities
    
    
    37,783
    
    
    
    37,496Total debt securities
    
    
    95,850
    
    
    
    95,440Other securities
    
    
    3,239
    
    
    
    3,268Total
    
    $
    99,089
    
    
    $
    98,708
 NOTE 3  LOANS
  September 30,2005Commercial and industrial
    
    $
    51,199Commercial real estate
    
    
    194,656Residential real estate and home equity
    
    
    189,553Real estate construction and land development
    
    
    46,866Consumer, credit card and other
    
    
    60,570542,844Add (deduct): Net deferred loan origination costs
    
    
    960Total loans receivable
    
    $
    543,804
 12.




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NOTE 4  ALLOWANCE FOR LOAN LOSSES
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Balance at beginning of period
    
    $
    5,370
    
    
    $
    4,575
    
    
    $
    4,818
    
    
    $
    4,331Provision for loan losses
    
    
    545
    
    
    
    497
    
    
    
    1,535
    
    
    
    1,318Loans charged off
    
    
    (315
    )
    
    
    (460
    )
    
    
    (830
    )
    
    
    (1,148
    )Recoveries
    
    
    48
    
    
    
    37
    
    
    
    125
    
    
    
    148Balance at end of period
    
    $
    5,648
    
    
    $
    4,649
    
    
    $
    5,648
    
    
    $
    4,649
  September 30,
    
    
    December 31,2005
    
    
    2004Net loans past due 90 days or more and still accruing
    
    $
    2,615
    
    
    $
    1,544Net nonaccrual loans
    
    
    1,885
    
    
    
    1,879Total
    
    $
    4,500
    
    
    $
    3,423Impaired loans (most of which are included in nonperforming loans above) were as follows:Period-end loans with no allocated allowance for loan losses
    
    $
    
    
    
    $
    Period-end loans with allocated allowance for loan losses
    
    
    2,237
    
    
    
    601Total
    
    $
    2,237
    
    
    $
    601Amount of the allowance for loan losses allocated
    
    $
    1,030
    
    
    $
    360Average of impaired loans during the period
    
    $
    1,964
    
    
    $
    709
 13.




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Managements Discussion and Analysis of Financial Condition and Results of Operations
 INTRODUCTION
  FORWARD-LOOKING STATEMENTS
   CRITICAL ACCOUNTING POLICIES
  14.




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ANALYSIS OF FINANCIAL CONDITION
     15.




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COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS  ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004
 Net Income.
 Net Interest Income.
  Provision and Allowance for Loan Losses.
 16.




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##### Table of Contents



Noninterest Income and Noninterest Expense.
  Income Taxes.
 COMPARISON OF RESULTS OF OPERATIONS FOR THE NINE MONTHS  ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004
 Net Income.
 Net Interest Income.
 Provision and Allowance for Loan Losses.
 Noninterest Income and Noninterest Expense.
 17.




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Income Taxes.
 LIQUIDITY
   CAPITAL RESOURCES
   18.




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Payment due by yearLess than 1
    
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 yearsFHLB advances
    
    $
    98,628
    
    
    $
    8,995
    
    
    $
    14,637
    
    
    $
    6,693
    
    
    $
    68,303Federal funds purchased and
other short-term borrowings
    
    
    9,975
    
    
    
    9,975
    
    
    
    
    
    
    
    
    
    
    
    Operating lease obligations
    
    
    5,563
    
    
    
    530
    
    
    
    1,216
    
    
    
    692
    
    
    
    3,125Loan and line of credit
commitments
    
    
    128,503
    
    
    
    128,503
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    242,669
    
    
    $
    148,003
    
    
    $
    15,853
    
    
    $
    7,385
    
    
    $
    71,428
  
 Item 3. Quantitative and Qualitative Disclosure About Market Risk
 ASSET AND LIABILITY MANAGEMENT AND MARKET RISK
  19.




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Item 4. Controls and Procedures
  20.




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21.




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Item 1 -
    
    Legal Proceedings:There are no matters required to be reported under this item.Item 2 -
    
    Unregistered Sales of Equity Securities and Use of Proceeds:
 ISSUER PURCHASES OF EQUITY SECURITIES
 (d)(c)
    
    
    Maximum NumberTotal Number of
    
    
    (or Approximate(a)
    
    
    
    
    
    
    Shares (or Units)
    
    
    Dollar Value) ofTotal Number
    
    
    (b)
    
    
    Purchased as Part
    
    
    Shares (or Units) thatof Shares (or
    
    
    Average Price
    
    
    of Publicly
    
    
    May Yet BeUnits)
    
    
    Paid per Share
    
    
    Announced Plans
    
    
    Purchased Under thePeriod
    
    Purchased
    
    
    (or Unit)
    
    
    or Programs(1)
    
    
    Plans or ProgramsMonth #l
7/1/2005 to
7/31/2005Month #2
8/1/2005 to
8/31/2005
    
    
    12,678
    
    
    
    $26.50
    
    
    
    12,678
    
    
    
    125,758Month #3
9/1/2005 to
9/30/2005
    
    
    19,715
    
    
    
    $27.03
    
    
    
    19,715
    
    
    
    106,043Total
    
    
    32,393
    
    
    
    $26.77
    
    
    
    32,393
    
    
    
    106,043
 
 (1)
    
    On June 17, 2005, the Company announced a repurchase program which authorizes the repurchase
of up to 200,000 of its common shares over a two year period commencing June 16, 2005. 22.




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Item 3 -
    
    Defaults Upon Senior Securities:There are no matters required to be reported under this item.Item 4 -
    
    Submission of Matters to a Vote of Security Holders:There are no matters required to be reported under this item.Item 5 -
    
    Other Information:There are no matters required to be reported under this item.Item 6 -
    
    Exhibits:Exhibits  The following exhibits are filed as a part of this report:
 Exhibit No.
    
    Exhibit3.1
    
    Amended and Restated Articles of Incorporation of DCB Financial Corp,
incorporated by reference to the Companys Report on Form 10-Q filed with the
Commission on November 14, 2003.3.2
    
    Amended and Restated Code of Regulations of DCB Financial Corp,
incorporated by reference to the Companys Report on Form 10-Q filed with the
Commission on November 14, 2003.4.
    
    Instruments Defining the Rights of Security Holders. (See Exhibits 3.1
and 3.2.)31.1
    
    Certification pursuant to section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification pursuant to section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification pursuant to 18 U.S.C. 1350, as enacted pursuant to
section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification pursuant to 18 U.S.C. 1350, as enacted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002
 23.




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DCB FINANCIAL CORP(Registrant)Date: November 4, 2005
    
    /s/ Jeffrey Benton(Signature)Jeffrey BentonPresident and Chief Executive OfficerDate: November 4, 2005
    
    /s/ John A. Ustaszewski(Signature)John A. UstaszewskiVice President and Chief Financial Officer
 24.




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION3.1
    
    Amended and Restated Articles of Incorporation of DCB Financial Corp, incorporated by reference
to the
Companys Report on Form 10-Q filed with the Commission on November 14, 2003.3.2
    
    Amended and Restated Code of Regulations of DCB Financial Corp, incorporated by reference to the
Companys Report on Form 10-Q filed with the Commission on November 14, 2003.4
    
    Instruments Defining the Rights of Security Holders. (See Exhibits 3.1 and 3.2.)31.1
    
    Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification pursuant to 18 U.S.C. 1350, as enacted Pursuant to section 906 of the
Sarbanes-Oxley Act
of 2002.32.2
    
    Certification pursuant to 18 U.S.C. 1350, as enacted Pursuant to section 906 of the
Sarbanes-Oxley Act
of 2002.
 25.