UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q




x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the quarterly period ended June 30, 2008





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: 000-52046








(Exact
name of registrant as specified in its charter)








Delaware
            36-4151663(State
      or other jurisdiction of  incorporation or
      organization)
            (I.R.S.
      Employer Identification No.)10201
      North Loop East
              Houston,
      Texas
            77029(Address
      of principal executive offices)
            (Zip
      Code)





(713)
609-2100


(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  x            NO   ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See definition of “large accelerated filer”, “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act





Large
      Accelerated Filer    ̈
            Accelerated
      Filer   x
            Non-Accelerated
      Filer    ̈
            Smaller
      Reporting Company  ̈





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) YES
     ̈       
 NO      x





At August
1, 2008 there were 17,695,969 outstanding shares of the registrant’s common
stock, $0.001 par value per share.












HOUSTON WIRE & CABLE COMPANY


Form
10-Q


For
the Quarter Ended June 30, 2008





INDEX





PART I. FINANCIAL INFORMATIONItem 1.  Financial Statements
      (Unaudited)Consolidated Balance Sheets
            2Consolidated Statements of Income
            3Consolidated Statements of Cash Flows
            4Notes to Consolidated Financial
    Statements
            5Item 2.  Management’s Discussion and Analysis
      of Financial Condition and Results of Operations
            7Overview
            7Results of Operations
            9Impact of Inflation and Commodity
Prices
            12Liquidity and Capital Resources
            12Contractual Obligations
            13Cautionary Statement for the Purposes of the “Safe
      Harbor”
            13Item 3. Quantitative and Qualitative Disclosures about
      Market Risk
            14Item 4.  Controls and Procedures
            14PART II. OTHER INFORMATIONItem 1A.  Risk Factors
            15Item 2.  Unregistered Sales of Equity Securities
      and Use of Proceeds
            15Item 4.  Submission of Matters to a Vote of Security
      Holders
            15Item 6.  Exhibits
            16Signature Page
            17


Index




HOUSTON WIRE& CABLE COMPANY


Consolidated
BalanceSheets


(In
thousands, except share data)




June 30,
            
            
            December 31,2008
            
            
            2007(unaudited)AssetsCurrent
      assets:Cash
      and short-term investments
            
            $
            1,143
            
            
            $
            —Accounts
      receivable, net
            
            
            63,190
            
            
            
            58,202Inventories,
      net
            
            
            72,245
            
            
            
            69,299Deferred
      income taxes
            
            
            1,099
            
            
            
            1,054Prepaid
      expenses
            
            
            1,209
            
            
            
            832Income
      taxes receivable
            
            
            —
            
            
            
            2,004Total
      current assets
            
            
            138,886
            
            
            
            131,391Property
      and equipment, net
            
            
            3,189
            
            
            
            3,234Goodwill
            
            
            2,996
            
            
            
            2,996Deferred
      income taxes
            
            
            1,674
            
            
            
            1,356Other
      assets
            
            
            127
            
            
            
            114Total
      assets
            
            $
            146,872
            
            
            $
            139,091Liabilities
      and stockholders' equityCurrent
      liabilities:Book
      overdraft
            
            $
            —
            
            
            $
            3,854Trade
      accounts payable
            
            
            15,625
            
            
            
            12,297Accrued
      and other current liabilities
            
            
            10,446
            
            
            
            17,263Income
      taxes payable
            
            
            205
            
            
            
            —Total
      current liabilities
            
            
            26,276
            
            
            
            33,414Long
      term obligations
            
            
            50,406
            
            
            
            34,507Stockholders'
      equity:Common
      stock, $0.001 par value; 100,000,000 shares authorized; 20,988,952 shares
      issued: 17,695,969 and 18,577,727 outstanding at June 30, 2008 and
      December 31, 2007, respectively
            
            
            21
            
            
            
            21Additional
      paid-in-capital
            
            
            55,443
            
            
            
            54,131Retained
      earnings
            
            
            68,688
            
            
            
            57,846Treasury
      stock
            
            
            (53,962
            )
            
            
            (40,828
            )Total
      stockholders' equity
            
            
            70,190
            
            
            
            71,170Total
      liabilities and stockholders' equity
            
            $
            146,872
            
            
            $
            139,091




The
accompanying Notes are an integral part of these Consolidated Financial
Statements


2
 Index




HOUSTONWIRE & CABLE COMPANY


Consolidated
Statementsof Income


(Unaudited)


(In
thousands, except share and per share data)





Three
      Months Ended
              June
      30,
            
            
            Six
      Months Ended
              June
      30,2008
            
            
            2007
            
            
            2008
            
            
            2007Sales
            
            $
            97,384
            
            
            $
            89,210
            
            
            $
            186,825
            
            
            $
            170,998Cost
      of sales
            
            
            73,153
            
            
            
            65,486
            
            
            
            139,927
            
            
            
            124,665Gross
      profit
            
            
            24,231
            
            
            
            23,724
            
            
            
            46,898
            
            
            
            46,333Operating
      expenses:Salaries
      and commissions
            
            
            6,095
            
            
            
            5,499
            
            
            
            12,171
            
            
            
            11,177Other
      operating expenses
            
            
            5,001
            
            
            
            4,300
            
            
            
            9,985
            
            
            
            9,066Depreciation
      and amortization
            
            
            129
            
            
            
            109
            
            
            
            256
            
            
            
            219Total
      operating expenses
            
            
            11,225
            
            
            
            9,908
            
            
            
            22,412
            
            
            
            20,462Operating
      income
            
            
            13,006
            
            
            
            13,816
            
            
            
            24,486
            
            
            
            25,871Interest
      expense
            
            
            450
            
            
            
            186
            
            
            
            991
            
            
            
            371Income
      before income taxes
            
            
            12,556
            
            
            
            13,630
            
            
            
            23,495
            
            
            
            25,500Income
      taxes
            
            
            4,811
            
            
            
            5,209
            
            
            
            9,013
            
            
            
            9,782Net
      income
            
            $
            7,745
            
            
            $
            8,421
            
            
            $
            14,482
            
            
            $
            15,718Earnings
      per share:Basic
            
            $
            0.44
            
            
            $
            0.40
            
            
            $
            0.81
            
            
            $
            0.75Diluted
            
            $
            0.44
            
            
            $
            0.40
            
            
            $
            0.80
            
            
            $
            0.75Weighted
      average common shares outstanding:Basic
            
            
            17,760,989
            
            
            
            20,960,621
            
            
            
            17,955,381
            
            
            
            20,914,580Diluted
            
            
            17,798,403
            
            
            
            21,042,872
            
            
            
            17,993,823
            
            
            
            21,019,981Dividends
      declared per share
            
            $
            0.085
            
            
            $
            —
            
            
            $
            0.17
            
            
            $
            —




The
accompanying Notes are an integral part of these Consolidated Financial
Statements


3
 Index




HOUSTONWIRE& CABLE COMPANY


Consolidated
Statements of CashFlows


(Unaudited)


(In
thousands)




Six
      Months Ended
              June 30,2008
            
            
            2007Operating
      activitiesNet
      income
            
            $
            14,482
            
            
            $
            15,718Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
      and amortization
            
            
            256
            
            
            
            219Amortization
      of capitalized loan costs
            
            
            40
            
            
            
            32Amortization
      of unearned stock compensation
            
            
            1,058
            
            
            
            855Provision
      for doubtful accounts
            
            
            14
            
            
            
            (299
            )Provision
      for returns and allowances
            
            
            27
            
            
            
            (156
            )Provision
      for inventory obsolescence
            
            
            (6
            )
            
            
            (54
            )Deferred
      income taxes
            
            
            (363
            )
            
            
            (257
            )Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            (5,029
            )
            
            
            (5,206
            )Inventories
            
            
            (2,940
            )
            
            
            (7,819
            )Prepaid
      expenses
            
            
            (377
            )
            
            
            (390
            )Other
      assets
            
            
            (53
            )
            
            
            (29
            )Book
      overdraft
            
            
            (3,854
            )
            
            
            1,294Trade
      accounts payable
            
            
            3,328
            
            
            
            2,731Accrued
      and other current liabilities
            
            
            (6,817
            )
            
            
            (481
            )Income
      taxes payable/receivable
            
            
            2,209
            
            
            
            (1,128
            )Net
      cash provided by operating activities
            
            
            1,975
            
            
            
            5,030Investing
      activitiesExpenditures
      for property and equipment
            
            
            (211
            )
            
            
            (264
            )Net
      cash used in investing activities
            
            
            (211
            )
            
            
            (264
            )Financing
      activitiesBorrowings
      on revolver
            
            
            192,696
            
            
            
            166,628Payments
      on revolver
            
            
            (176,797
            )
            
            
            (172,687
            )Proceeds
      from exercise of stock options
            
            
            54
            
            
            
            90Excess
      tax benefit for stock options
            
            
            255
            
            
            
            1,203Payment
      of dividends
            
            
            (3,040
            )
            
            
            —Purchase
      of treasury stock
            
            
            (13,789
            )
            
            
            —Net
      cash used in financing activities
            
            
            (621
            )
            
            
            (4,766
            )Net
      change in cash
            
            
            1,143
            
            
            
            —Cash
      at beginning of period
            
            
            —
            
            
            
            —Cash
      at end of period
            
            $
            1,143
            
            
            $
            —





The
accompanying Notes are an integral part of these Consolidated Financial
Statements.


4
 Index




HOUSTONWIRE & CABLE COMPANY


Notesto Consolidated Financial Statements
(Unaudited)


(in
thousands, except per share amounts)


1.
Basis of Presentation





Houston
Wire & Cable Company (“HWC” or the “Company”) through its wholly owned
subsidiaries, HWC Wire & Cable Company, Advantage Wire & Cable and Cable
Management Services Inc., distributes specialty electrical wire and cable to the
U.S. electrical distribution market through eleven locations in ten states
throughout the United States.  The Company has no other business
activity.





The
consolidated financial statements as of June 30, 2008 and for the three and six
months ended June 30, 2008 and 2007 have been prepared in accordance with U.S.
generally accepted accounting principles (“GAAP”) for interim financial
information and Article 10 of Regulation S-X.  Accordingly they do not
include all of the information and footnotes required by GAAP for complete
financial statements.  In the opinion of management, all adjustments,
consisting only of normal recurring accruals, considered necessary for a fair
presentation of the results of these interim periods have been
included.  The results of operations for the interim periods are not
necessarily indicative of the results that may be expected for the full
year.





The
preparation of the financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes.  The most significant
estimates are those relating to the allowance for doubtful accounts, reserve for
returns and allowances, reserve for inventory obsolescence and the accrual for
vendor rebates.  These estimates are continually reviewed and adjusted
as necessary, but actual results could differ from those estimates.





For
further information, refer to the consolidated financial statements and notes
thereto included in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2007 filed with the Securities and Exchange Commission (the
“SEC”).





Recent
Accounting Pronouncements





In
December 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 141 (revised
2007),Business
Combinations (“SFAS 141R”). SFAS 141R establishes principles and
requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
non-controlling interest in the acquiree and the goodwill acquired. SFAS 141R
also requires transaction costs related to the business combination to be
expensed as incurred and establishes disclosure requirements to enable the
evaluation of the nature and financial effects of the business combination. SFAS
141R is effective for fiscal years beginning after December 15, 2008, and the
Company will adopt it in the first quarter of fiscal 2009. We do not expect the
adoption of SFAS 141R to have a material impact on our Consolidated Financial
Statements.





Adoption
of New Accounting Policy





In
September 2006, the FASB issued SFAS No. 157,Fair Value Measurements
(“SFAS 157”). SFAS 157 provides guidance for using fair value to measure assets
and liabilities. It also responds to investors’ requests for expanded
information about the extent to which companies measure assets and liabilities
at fair value, the information used to measure fair value and the effect of fair
value measurements on earnings. SFAS 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value and does
not expand the use of fair value in any new circumstances. The Company’s
adoption of this standard on January 1, 2008 did not have a material impact on
its Consolidated Financial Statements.





In
February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of FASB Statement No.
115  (“SFAS 159”). SFAS 159 permits companies to choose to
measure many financial instruments and certain other items at fair value in
order to mitigate volatility in reported earnings caused by measuring related
assets and liabilities differently without having to apply complex hedge
accounting provisions. SFAS No. 159 is effective for financial statements issued
for fiscal years beginning after November 15, 2007. At the effective date, a
company may elect the fair value option for eligible items that exist at that
date. The company shall report the effect of the first remeasurement to fair
value as a cumulative effect adjustment to the opening balance of retained
earnings for the fiscal year in which this statement is initially applied. The
Company’s adoption of this standard on January 1, 2008 did not have a material
impact on its Consolidated Financial Statements.




2.
Earnings per Share





In
accordance with SFAS No. 128,Earnings per Share, basic earnings per share is calculated by dividing
the net income by the weighted-average number of common shares outstanding.
Diluted earnings per share includes the dilutive effects of stock option
awards.  The numerator used in the calculation of both basic and
diluted earnings per share for all periods presented was net
income.  The denominator for each period presented was determined as
follows:


5
 Index




Three Months Ended
            
            
            Six Months EndedJune 30,
            
            
            June 30,2008
            
            
            2007
            
            
            2008
            
            
            2007Weighted
      average common shares for basic earnings per share
            
            
            17,761
            
            
            
            20,961
            
            
            
            17,955
            
            
            
            20,915Effect
      of dilutive securities
            
            
            37
            
            
            
            82
            
            
            
            39
            
            
            
            105Denominator
      of diluted earnings per share
            
            
            17,798
            
            
            
            21,043
            
            
            
            17,994
            
            
            
            21,020





The
weighted average number of stock-based awards not included in the calculation of
the dilutive effect of stock based awards was 829 and 654 for the three months
ended June 30, 2008 and 2007, respectively, and 838 and 481 for the six months
ended June 30, 2008 and 2007, respectively.





3. Long Term
Obligations





The
Company’s current loan and security agreement provides for a $75,000 revolving
loan, bears interest at the commercial bank’s base interest rate and matures on
May 21, 2010. The balance outstanding at June 30, 2008 is almost entirely due to
borrowings in connection with the Company’s stock repurchase program that began
in the latter portion of 2007 and has continued in 2008.  The Company
is in compliance with the financial covenants governing its
indebtedness.





4.  Stockholders’
Equity





The Board
of Directors approved a stock repurchase program to be completed on or before
August 30, 2009, where the Company is authorized to purchase up to $75,000 of
its outstanding shares of common stock, from time to time, depending on market
conditions, trading activity, business conditions and other
factors.  Shares of stock purchased under the program are currently
being held as treasury shares and may be used to satisfy the exercise of
options, to fund acquisitions, or for other uses as authorized by the Board of
Directors.  During the six months ended June 30, 2008, the Company
repurchased 922 shares for a total cost of $13,789.





During
each of the first two quarters of 2008, the Board of Directors approved a
quarterly dividend of $0.085 per share payable to
stockholders.  During the six months ended June 30, 2008, total
dividends of $3,040 were paid.





5.
Stock Based Compensation





On May 8,
2008, at the Annual Meeting of Stockholders, the Company issued options to
purchase 5 shares of its common stock to each non-employee director who was
re-elected (other than the Chairman of the Board, who received an option to
purchase 10 shares of the Company’s common stock) and 15 shares of common stock
to the newly-elected non-employee director, for an aggregate of 45 shares. Each
option has an exercise price equal to the fair market value of the Company’s
common stock at the close of trading on May 8, 2008, has a contractual life of
ten years and vests one year after the date of grant.





On
January 9, 2008, the Company granted options to purchase 65 shares of its common
stock to the Company’s chief executive officer with an exercise price equal to
the fair market value of the Company’s stock at the close of trading on January
9, 2008. These options have a contractual life of ten years and vest 50% on
March 9, 2011 and the remaining 50% on March 9, 2012, provided that in the event
of the chief executive officer’s death or permanent disability, such options
would vest ratably based on the days served from the date of grant.





On May 1,
2007, at the Annual Meeting of Stockholders, upon re-election, the four
independent directors each received the annual grant of an option to purchase 5
shares of common stock with an exercise price equal to the fair market value of
the Company’s stock at the close of trading on that day. These options have a
contractual life of ten years and vest after one year.





On March
9, 2007, the Company granted to the Company’s chief executive officer, an option
to purchase 500 shares of its common stock with an exercise price equal to the
fair market value of the Company’s stock at the close of trading on March 9,
2007. This option has a contractual life of ten years and vests 50% four years
after the date of grant and the remaining 50% five years after the date of
grant, provided that in the event of the chief executive officer’s death or
permanent disability, such option would vest ratably based on the days served
from the date of grant.





The fair
value of each option awarded is estimated on the date of grant using a
Black-Scholes option-pricing model. Expected volatilities are based on
historical volatility of the Company's stock, and the historical volatility of
the stock of similar companies and other factors. The Company uses historical
data to estimate option exercises and employee terminations within the valuation
model. The expected life of options granted represents the period of time that
options granted are expected to be outstanding. The risk-free rate for periods
within the life of the option is based on the U.S. Treasury yield curve in
effect at the time of grant.


6
 Index


The
following weighted average assumptions were used to calculate the fair value of
the Company’s options issued during the six months ended June 30, 2008 and
2007:





2008
            
            
            2007Expected
      volatility
            
            69%
            
            
            42%Expected
      life in years
            
            5.5
      years
            
            
            5.5
      yearsRisk-free
      interest rate
            
            3.81%
            
            
            4.59%Dividend
      yield
            
            2.28%
            
            
            0%





Total
stock-based compensation cost was $538 and $565 for the three months ended June
30, 2008 and 2007, respectively, and $1,058 and $855 for the six months ended
June 30, 2008 and 2007, respectively. Total income tax benefit recognized for
stock-based compensation arrangements was $207 and $217 for the three months
ended June 30, 2008 and 2007, respectively, and $407 and $329 for the six months
ended June 30, 2008 and 2007, respectively.





As of June 30, 2008, there
was $6,999 of total unrecognized stock compensation cost related to nonvested
share-based compensation arrangements. The cost is expected to be recognized
over a weighted average period of approximately 43 months.





6.
Contingencies





HWC,
along with many other defendants, has been named in a number of lawsuits in the
state courts of Minnesota, North Dakota and South Dakota alleging that certain
wire and cable, which may have contained asbestos, caused injury to the
plaintiffs who were exposed to this wire and cable. These lawsuits are
individual personal injury suits that seek unspecified amounts of money damages
as the sole remedy. It is not clear whether the alleged injuries occurred as a
result of the wire and cable in question or whether HWC, in fact, distributed
the wire and cable alleged to have caused any injuries. In addition, HWC did not
manufacture any of the wire and cable at issue, and HWC would rely on any
warranties from the manufacturers of such cable if it were determined that any
of the wire or cable that HWC distributed contained asbestos which caused injury
to any of these plaintiffs. In connection with ALLTEL's sale of the Company in
1997, ALLTEL provided indemnities with respect to costs and damages associated
with these claims that HWC believes it could enforce if its insurance coverage
proves inadequate. In addition, HWC maintains general liability insurance that
has applied to these claims. To date, all costs associated with these claims
have been covered by the applicable insurance policies and all defense of these
claims has been handled by the applicable insurance companies.





Except
for the foregoing cases, there are no legal proceedings pending against or
involving the Company that, in management's opinion, based on the current known
facts and circumstances, are expected to have a material adverse effect on the
Company's consolidated financial position, cash flows, or results from
operations.





7.  Subsequent
Event




On August
8, 2008, the Board of Directors approved a dividend on the shares of common
stock of the Company in the amount of $0.085 per share, payable on August 29,
2008, to stockholders of record at the close of business on August 15,
2008.




Item
2.  Management’sDiscussion and Analysis of
Financial Condition and Results of Operations





The
following Management’s Discussion and Analysis (“MD&A”) is intended to help
the reader understand the Company’s financial position and results of
operations.  MD&A is provided as a supplement to the Company’s
Consolidated Financial Statements (unaudited) and the accompanying Notes to
Consolidated Financial Statements (unaudited) and should be read in conjunction
with the MD&A included in the Company’s Form 10-K for the year ended
December 31, 2007.





Overview





We are
one of the largest distributors of specialty wire and cable and related services
to the U.S. electrical distribution market. We serve over 2,800 customers in
over 8,200 individual locations, including virtually all of the top 200
electrical distributors in the U.S. We have strong relationships with leading
wire and cable manufacturers and provide them with efficient access to the
fragmented electrical distribution market. We distribute approximately 23,000
SKUs (stock-keeping units) from eleven strategically located distribution
centers in ten states. We are focused on providing our electrical distributor
customers with a single-source solution for specialty wire and cable and related
services by offering a large selection of in-stock items, exceptional customer
service and high levels of product expertise.





We offer
products in most categories of specialty wire and cable, including:





·
            continuous
      and interlocked armor cable (cable encapsulated in either a seamless or
      interlocked aluminum protective
sheath);


7
 Index




·
            control
      and power cable (single or multiple conductor industrial
      cable);


·
            electronic
      wire and cable (computer, audio and signal
  cable);


·
            flexible
      and portable cords (flexible, heavy duty industrial
  cable);


·
            instrumentation
      and thermocouple cable (cables used for transmitting signals for
      instruments and heat sensing
devices);


·
            lead
      and high temperature cable (single conductor cable used for low or high
      temperature applications);


·
            medium
      voltage cable (cables used for applications between 2,001 volts and 35,000
      volts); and


·
            premise
      and category wire and cable (cable used for home and high speed data
      applications).





We also
offer private branded products, including our LifeGuardTM low-smoke, zero-halogen
cable. Low-smoke, zero halogen products are made with compounds that produce no
halogen gases and very little smoke while under combustion.





In
addition to our product offerings, we provide comprehensive value-added services
including: standard same day shipment from our extensive inventory and
distribution network; application engineering support through our knowledgeable
sales and technical support staff; custom cutting of wire and cable to exact
specifications; inventory management programs that provide job-specific asset
management and just-in-time delivery; job-site delivery and logistics support;
24/7/365 customer service provided by our own employees; and customized
internet-based ordering capabilities.





Critical
Accounting Policies





Critical
accounting policies are those that both are important to the accurate portrayal
of a company's financial condition and results, and require subjective or
complex judgments, often as a result of the need to make estimates about the
effect of matters that are inherently uncertain.





In order
to prepare financial statements that conform to GAAP, we make estimates and
assumptions that affect the amounts reported in our financial statements and
accompanying notes. Certain estimates are particularly sensitive due to their
significance to the financial statements and the possibility that future events
may be significantly different from our expectations.





We have
identified the following accounting policies as those that require us to make
the most subjective or complex judgments in order to fairly present our
consolidated financial position and results of operations. Actual results in
these areas could differ materially from management's estimates under different
assumptions and conditions.





Allowance
for Doubtful Accounts





We
maintain an allowance for doubtful accounts receivable for estimated losses
resulting from the inability of our customers to make required payments. We
perform periodic credit evaluations of our customers and typically do not
require collateral. Consistent with industry practices, we require payment from
most customers within 30 days of invoice date. We have an estimation procedure,
based on historical data and recent changes in the aging of these receivables,
which we use to record reserves throughout the year. In the last five years,
write-offs against our allowance for doubtful accounts have averaged
approximately $100,000 per year. A 20% change in our estimate at June 30, 2008
would have resulted in a change in income before income taxes of approximately
$26,000.





Reserve
for Returns and Allowances





We
estimate the gross profit impact of returns and allowances for previously
recorded sales. This reserve is calculated on historical and statistical returns
and allowances data and adjusted as trends in the variables change. A 20% change
in our estimate at June 30, 2008 would have resulted in a change in income
before income taxes of approximately $134,000.





Reserve
for Inventory Obsolescence





We
continually monitor our inventory levels at each of our distribution locations.
Our reserve for inventory obsolescence is based on the age of the inventory,
movements of our inventory over the prior twelve months and the experience of
our purchasing and sales departments in estimating demand for the product in the
succeeding year. Our inventories are generally not susceptible to technological
obsolescence. A 20% change in our estimate at June 30, 2008 would have resulted
in a change in income before income taxes of approximately
$399,000.





Accrual
for Vendor Rebates





Many of
our arrangements with our vendors entitle us to receive a rebate of a specified
amount when we achieve any of a number of measures, generally related to the
volume of purchases from the vendor. We account for these rebates as a reduction
of the prices of the vendor's products, which reduces inventory until we sell
the product, at which time these rebates reduce cost of sales. Throughout the
year, we estimate the amount of rebates earned based on our purchases to date
and our estimate of purchases to be made for the remainder of the year relative
to the purchase levels that mark our progress toward earning the rebates. We
continually revise these estimates to reflect actual purchase levels. A 20%
change in our estimate of total rebates earned during the six months ended June
30, 2008 would have resulted in a change in income before income taxes of
approximately $870,000.


8
 Index


Goodwill





Goodwill
represents the excess of the amount we paid to acquire businesses over the
estimated fair value of tangible assets and identifiable intangible assets
acquired, less liabilities assumed. At June 30, 2008, our net goodwill balance
was $3.0 million, representing 2.0% of our total assets.




Under the
provisions of Statement of Financial Accounting Standards No. 142,Goodwill and Other Intangible
Assets ("SFAS 142"), we test goodwill for impairment annually, or more
frequently if indications of possible impairment exist, by applying a fair
value-based test. In October 2007, we performed our annual goodwill impairment
tests for goodwill and other indefinite-lived intangible assets, and, as a
result of this test, we believe the goodwill on our balance sheet is not
impaired.





If
circumstances change or events occur to indicate that our fair value has fallen
below book value, we will compare the estimated fair value of the goodwill to
its carrying value. If the carrying value of goodwill exceeds the estimated fair
value of goodwill, we will recognize the difference as an impairment loss in
operating income.




Resultsof Operations





The
following table shows, for the periods indicated, information derived from our
consolidated statements of income, expressed as a percent of net sales for the
periods presented.





Three
      Months Ended
              
              
              Six
      Months EndedJune
      30,
              
              
              June
      30,2008
              
              
              2007
              
              
              2008
              
              
              2007Sales
              
              
              100.0
              %
              
              
              100.0
              %
              
              
              100.0
              %
              
              
              100.0
              %Cost
      of sales
              
              
              75.1
              %
              
              
              73.4
              %
              
              
              74.9
              %
              
              
              72.9
              %Gross
      profit
              
              
              24.9
              %
              
              
              26.6
              %
              
              
              25.1
              %
              
              
              27.1
              %Operating
      expenses:Salaries
      and commissions
              
              
              6.3
              %
              
              
              6.2
              %
              
              
              6.5
              %
              
              
              6.5
              %Other
      operating expenses
              
              
              5.1
              %
              
              
              4.8
              %
              
              
              5.3
              %
              
              
              5.3
              %Depreciation
      and amortization
              
              
              0.1
              %
              
              
              0.1
              %
              
              
              0.1
              %
              
              
              0.1
              %Total
      operating expenses:
              
              
              11.5
              %
              
              
              11.1
              %
              
              
              12.0
              %
              
              
              12.0
              %Operating
      income
              
              
              13.4
              %
              
              
              15.5
              %
              
              
              13.1
              %
              
              
              15.1
              %Interest
      expense
              
              
              0.5
              %
              
              
              0.2
              %
              
              
              0.5
              %
              
              
              0.2
              %Income
      before income taxes
              
              
              12.9
              %
              
              
              15.3
              %
              
              
              12.6
              %
              
              
              14.9
              %Income
      taxes
              
              
              4.9
              %
              
              
              5.8
              %
              
              
              4.8
              %
              
              
              5.7
              %Net
      income
              
              
              8.0
              %
              
              
              9.4
              %
              
              
              7.8
              %
              
              
              9.2
              %





Note:Due to rounding,
percentages may not add up to total operating expenses, operating income, income
before taxes or net income.








Comparison
of the Three Months Ended June 30, 2008 and 2007





Sales


Three
      Months EndedJune
      30,(in
      millions)
            
            2008
            
            
            2007
            
            
            ChangeSales
            
            $
            97.4
            
            
            $
            89.2
            
            
            $
            8.2
            
            
            9.2
            %




Sales in
the second quarter of 2008 increased 9.2% to $97.4 million from $89.2 million in
the second quarter of 2007. Internal growth accounted for the entire increase in
sales. The Company estimates that the entire sales growth resulted from project
activity in the five internal growth initiatives encompassing Emission Controls,
Engineering & Construction, Industrials, LifeGuardTM (and other private
branded products) and Utility Power Generation.  Investment and
capital expansion continued during the quarter and we benefited from improved
penetration into these markets. Our core Repair and Replacement sector, also
referred to as Maintenance, Repair and Operations (“MRO”), was slightly down as
we believe this sector is selectively deferring discretionary expenses due to
the challenging economic environment.


9
 Index


Gross Profit


Three
      Months EndedJune 30,(in
      millions)
            
            2008
            
            
            2007
            
            
            ChangeGross
      profit
            
            $
            24.2
            
            
            $
            23.7
            
            
            $
            0.5
            
            
            
            2.1
            %Gross
      profit as a percent of sales
            
            
            24.9
            %
            
            
            26.6
            %
            
            
            (1.7)
            %




Gross
profit increased 2.1% to $24.2 million in 2008 from $23.7 million in 2007 as it
benefited from increased sales volume.  Our gross profit as a percent
of sales (gross margin) was 24.9% in 2008 which was 170 basis points lower than
2007.  The reduction in gross margin was primarily attributable to
unusually high gross margins in 2007 versus historical trends, reduced supplier
incentives from product mix along with increased customer incentives due to
increased sales, and additional targeted customer accounts also compressed the
gross margin.





Operating
Expenses


Three
      Months EndedJune
      30,(in
      millions)
            
            2008
            
            
            2007
            
            
            ChangeOperating
      expenses:Salaries
      and commissions
            
            $
            6.1
            
            
            $
            5.5
            
            
            $
            0.6
            
            
            
            10.8
            %Other
      operating expenses
            
            
            5.0
            
            
            
            4.3
            
            
            
            0.7
            
            
            
            16.3
            %Depreciation
      and amortization
            
            
            0.1
            
            
            
            0.1
            
            
            
            0.0
            
            
            
            18.3
            %Total
      operating expenses
            
            $
            11.2
            
            
            $
            9.9
            
            
            $
            1.3
            
            
            
            13.3
            %Operating
      expenses as a percent of sales
            
            
            11.5
            %
            
            
            11.1
            %
            
            
            0.4
            %





Note:  Due
to rounding, numbers may not add up to total operating expenses.





The
increase in salaries and commissions is attributable to both commissions and
salaries. The higher commissions are due to increased commissions over the
comparable period in 2007. The higher salaries are attributable to additional
employees, annual pay increases and an increase in stock compensation expense.
Salaries and commissions as a percent of sales increased slightly to 6.3% in
2008 from 6.2% in the comparable period in 2007.





Other
operating expenses increased primarily due to a credit of $0.3 million for the
allowance for doubtful accounts in the second quarter of 2007 which was deemed
no longer necessary and a higher level of business activity.





Depreciation
and amortization expense was consistent at $0.1 million for both
periods.





Operating
expenses as a percent of sales increased to 11.5% in 2008 from 11.1% in 2007,
primarily due to a credit for the allowance for doubtful accounts recorded in
2007.





Interest
Expense





Interest
expense increased $0.3 million or 141.9% from $0.2 million in 2007 to $0.5
million in 2008 due primarily to increased debt for stock repurchases in the
latter portion of 2007 and in 2008. Average debt was $42.7 million for the
quarter ended June 30, 2008 versus $8.2 million for the quarter ended June 30,
2007. The average effective interest rate decreased to 4.0% in the 2008 period,
from 8.3% in 2007 due to market interest rate declines.





Income
Taxes





Income
taxes decreased $0.4 million or 7.6% as our income before income taxes decreased
$1.1 million or 7.9%. The effective income tax rate increased slightly from
38.2% in 2007 to 38.3% in 2008.





Net
Income





We
achieved net income of $7.7 million compared to net income of $8.4 million in
2007, a decrease of 8.0%.


10
 Index


Comparison
of the Six Months Ended June 30, 2008 and 2007





Sales


Six
      Months EndedJune 30,(in
      millions)
            
            2008
            
            
            2007
            
            
            ChangeSales
            
            $
            186.8
            
            
            $
            171.0
            
            
            $
            15.8
            
            
            
            9.3
            %





Sales in
the first six months of 2008 increased 9.3% to $186.8 million from $171.0
million in the first six months of 2007. Internal growth accounted for the
entire increase in sales. The Company estimates that the entire sales
growth resulted from project activity in the five internal growth
initiatives encompassing Emission Controls, Engineering & Construction,
Industrials, LifeGuardTM (and other private branded products) and Utility Power
Generation. Investment and capital expansion within these initiatives remained
healthy and we benefited from continued penetration into these markets. Our core
Repair and Replacement sector, was slightly down as this sector is facing a
challenging economy which we believe lowered discretionary
spending.




Gross
Profit


Six
      Months EndedJune 30,(in
      millions)
              
              2008
              
              
              2007
              
              
              ChangeGross
      profit
              
              $
              46.9
              
              
              $
              46.3
              
              
              $
              0.6
              
              
              
              1.2
              %Gross
      profit as a percent of sales
              
              
              25.1
              %
              
              
              27.1
              %
              
              
              (2.0)
              %





Gross
profit increased 1.2% to $46.9 million in 2008 from $46.3 million in 2007 as it
benefited from increased sales volume.  Our gross profit as a percent
of sales (gross margin) was 25.1% in 2008 which was 200 basis points lower than
2007.  The reduction in gross margin was primarily attributable to
unusually high gross margins in 2007 versus historical trends, reduced supplier
incentives from product mix along with increased customer incentives due to
increased sales, and additional targeted customer accounts also compressed the
gross margin.




Operating
Expenses


Six
      Months EndedJune 30,(in
      millions)
            
            2008
            
            
            2007
            
            
            ChangeOperating
      expenses:Salaries
      and commissions
            
            $
            12.2
            
            
            $
            11.2
            
            
            $
            1.0
            
            
            
            8.9
            %Other
      operating expenses
            
            
            10.0
            
            
            
            9.1
            
            
            
            0.9
            
            
            
            10.1
            %Depreciation
      and amortization
            
            
            0.3
            
            
            
            0.2
            
            
            
            0.1
            
            
            
            16.9
            %Total
      operating expenses
            
            $
            22.4
            
            
            $
            20.5
            
            
            $
            2.0
            
            
            
            9.5
            %Operating
      expenses as a percent of sales
            
            
            12.0
            %
            
            
            12.0
            %
            
            
            0.0
            %





Note:  Due
to rounding, numbers may not add up to total operating expenses.





The
increase in salaries and commissions is primarily attributable to higher
salaries. The higher salaries are attributable to additional employees, annual
pay increases and an increase in stock compensation expense. Salaries and
commissions as a percent of sales remained consistent at 6.5% in 2008 and
2007.





Other
operating expenses increased primarily due to a credit of $0.3 million for the
allowance for doubtful accounts in the second quarter of 2007 which was deemed
no longer necessary and a higher level of business activity in
2008.





Depreciation
and amortization expense increased slightly to $0.3 million in 2008 from $0.2
million in 2007.





Operating
expenses as a percent of sales were consistent at 12.0% for both
periods.


11
 Index


Interest
Expense





Interest
expense increased $0.6 million or 167.1% from $0.4 million in 2007 to $1.0
million in 2008 due primarily to increased debt for stock repurchases in the
latter portion of 2007 and in 2008. Average debt was $42.0 million for the
period ended June 30, 2008 versus $8.9 million for the period ended June 30,
2007. The average effective interest rate decreased to 4.5% for the period ended
June 30, 2008 from 7.8% for the period ended June 30, 2007.





Income
Taxes





Income
taxes decreased $0.8 million or 7.9% as our income before income taxes decreased
$2.0 million or 7.9%.  The effective tax rate was consistent at 38.4%
in 2007 and 2008.





Net
Income





The
Company achieved net income of $14.5 million compared to net income of $15.7
million in 2007, a decrease of 7.9%.




Impactof Inflation and Commodity Prices





Our
results of operations are affected by changes in the inflation rate and
commodity prices. Moreover, because copper and petrochemical products are
components of the wire and cable we sell, fluctuations in the costs of these and
other commodities have historically affected our operating results. To the
extent we are unable to pass on to our customers cost increases due to inflation
or rising commodity prices, it could adversely affect our operating
results.  To the extent commodity prices decline, the net realizable
value of our existing inventory could be reduced and our gross profit could be
adversely affected. As we turn our inventory approximately four times a year,
the impact of decreasing copper prices would primarily affect the results of the
succeeding calendar quarter.





Liquidityand Capital Resources





Our
primary capital needs are for working capital obligations, debt service, capital
expenditures and other general corporate purposes. Our primary sources of
working capital are cash from operations supplemented by bank borrowings. During
2008, we have funded our capital expenditures through cash from operations. Our
working capital amounted to $112.6 million at June 30, 2008 compared to $98.0
million at December 31, 2007.





Liquidity
is defined as the ability to generate adequate amounts of cash to meet the
current need for cash. We assess our liquidity in terms of our ability to
generate cash to fund our operating activities. Significant factors which could
affect liquidity include the following:





•
            the
      adequacy of available bank lines of
credit;


•
            the
      ability to attract long-term capital with satisfactory
    terms;


•
            additional
      stock repurchases;


•
            cash
      flows generated from operating
activities;


•
            payment
      of dividends;


•
            capital
      expenditures; and


•
            acquisitions.





Comparison
of the Six Months Ended June 30, 2008 and 2007





Our net
cash provided by operating activities for the six months ended June 30, 2008 was
$2.0 million compared to $5.0 million in the prior year period. Our net income
was $14.5 million compared to $15.7 million in 2007. Accrued and other
liabilities decreased $6.8 million due to lower customer prepayments on orders,
lower accrued wire purchases and the absence of an accrual for Treasury Stock
purchases at June 30, 2008. Accounts receivable increased $5.0 million due to
increased sales. The book overdraft decreased $3.9 million, to a zero
balancebecause
of the timingof
collected funds in the lockbox awaiting transfer to our lender which washigher than
the outstanding checks at June 30, 2008. This also created a momentary positive
cash balance at June 30, 2008 which was used to pay down debt in the first week
of July. Inventory levels increased $2.9 million due to an increase in cable
management inventory, partially offset by a decrease in regular stock inventory.
Our cable management program involves purchasing and storing dedicated
inventory, so our customers have immediate availability for the duration of
their projects. The income tax receivable of $2.0 million at December 31, 2007
was due to an overpayment of taxes. There was an income tax liability of $0.2
million at June 30, 2008.





Net cash
used in investing activities was $0.2 million in 2008 compared to $0.3 million
in 2007 as requirements for additional capital resources remained
low.


12
 Index


Net cash
used in financing activities was $0.6 million in 2008 compared to $4.8 million
in 2007. Treasury stock purchases of $13.8 million and dividend payments of $3.0
million offset by net borrowings of $15.9 million, were the main components of
cash used in financing activities.





Indebtedness





Our
principal source of liquidity at June 30, 2008 was working capital of $112.6
million compared to $98.0 million at December 31, 2007. We also had available
borrowing capacity of approximately $24.6 million at June 30, 2008 and $40.5
million at December 31, 2007 under our $75 million loan and security agreement
with a commercial bank (“lender”).





We
believe that we will have adequate availability of capital to fund our present
operations, meet our commitments on our existing debt, continue the stock
repurchase program, continue to fund our dividend payments and fund anticipated
growth over the next twelve months, including expansion in existing and targeted
market areas. We continually seek potential acquisitions and from time to time
hold discussions with acquisition candidates. If suitable acquisition
opportunities or working capital needs arise that would require additional
financing, we believe that our financial position and earnings history provide a
solid base for obtaining additional financing resources at competitive rates and
terms. Additionally, based on market conditions, we may issue additional shares
of common or preferred stock to raise funds.





Loan
and Security Agreement





We have a
loan and security agreement with a lender that provides for a revolving loan
through May 21, 2010. On September 28, 2007, we increased the facility to $75.0
million to fund the stock repurchase program and fund business
growth.  The agreement allows for the payment of dividends, not to
exceed $10 million in the aggregate in any twelve month period; and, effective
January 29, 2008, the repurchase of stock, prior to December 31, 2009, in the
aggregate amount of not more than $75 million.  The lender has a
security interest in all of our assets, including accounts receivable and
inventory. The loan bears interest at the lender’s base interest
rate.  Portions of the outstanding loan may be converted to LIBOR
loans in minimum amounts of $1.0 million and integral multiples of $0.1 million.
Upon such conversion, interest is payable at LIBOR plus a margin ranging from
1.0% to 1.5%, depending on the Company’s debt-to-EBITDA ratio. We have entered
into a series of one-month LIBOR loans, which, upon maturity, are either rolled
back into the revolving loan or renewed under a new LIBOR contract.





ContractualObligations





The
following table describes our loan commitment at June 30, 2008:





Total
            
            
            Less
      than
              1
      year
            
            
            1-3
      years
            
            3-5
      years
            
            
            More
      than
              5
      years(In
      thousands)Term
      loans and loans payable
            
            $
            50,406
            
            
            $
            —
            
            
            $
            50,406
            
            
            $
            —
            
            
            $
            —





There
were no new material changes in operating lease obligations or non-cancellable
purchase obligations since December 31, 2007.





CautionaryStatement for Purposes of the
“Safe Harbor”





Forward-looking
statements in this report are made in reliance upon the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995.  Such
forward-looking statements may relate to, but are not limited to, information or
assumptions about our sales and marketing strategy, sales (including pricing),
income, operating income or gross margin improvements, working capital, cash
flow, interest rates, impact of changes in accounting standards, future economic
performance, management’s plans, goals and objectives for future operations,
performance and growth or the assumptions relating to any of the forward-looking
statements.  These statements can be identified by the fact that they
do not relate strictly to historical or current facts.  They use words
such as “aim”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”,
“may”, “plan”, “project”, “should”, “will be”, “will continue”, “will likely
result”, “would” and other words and terms of similar meaning in conjunction
with a discussion of future operating or financial performance.  The
Company cautions that forward-looking statements are not guarantees because
there are inherent difficulties in predicting future results.  Actual
results could differ materially from those expressed or implied in the
forward-looking statements.  The factors listed under “Risk Factors”
in the Company’s Annual Report on Form 10-K for the year ended December 31,
2007, as well as any cautionary language in this report, provide examples of
risks, uncertainties and events that may cause our actual results to differ
materially from the expectations we describe in our forward-looking
statements.


13
 Index


Item
3. Quantitativeand Qualitative Disclosures about Market
Risk





Interest
Rate Risk





There
have been no material changes from what we reported in the Form 10-K for the
year ended December 31, 2007.





Foreign
Exchange Risk





There
have been no material changes from what we reported in the Form 10-K for the
year ended December 31, 2007.





Item
4. Controlsand Procedures





As of
June 30, 2008, an evaluation was performed by the Company’s management, under
the supervision and with the participation of the Company’s chief executive
officer and chief financial officer, of the effectiveness of the Company’s
disclosure controls and procedures.  Based on that evaluation, the
chief executive officer and the chief financial officer concluded that the
Company’s disclosure controls and procedures were effective.  There
were no changes in the Company’s internal control over financial reporting that
occurred during the quarter ended June 30, 2008 that have materially affected,
or are reasonably likely to materially affect, the Company’s internal control
over financial reporting.


14
 Index


Part
II. OtherInformation




Item
1 – Not applicable and has been omitted.





Item
1A.  RiskFactors





There
have been no material changes in our risk factors from those disclosed in the
Form 10-K for the year ended December 31, 2007.





Item
2.  UnregisteredSales of Equity Securities and Use
of Proceeds





The
following table provides information about our purchases of common stock for the
three months ended June 30, 2008 pursuant to the Company’s stock repurchase
program.





Period
            
            Total number
      of shares purchased
            
            
            Average
      price paid per share
            
            
            Total number of
      shares purchased as part of publicly
      announced plans or programs (1)
            
            
            Maximum dollar
      value that may yet be used for
      purchases under the planApril
      1 – 30, 2008
            
            
            77,752
            
            
            $
            16.48
            
            
            
            77,752
            
            
            $
            22,640,998May
      1 – 31, 2008
            
            
            75,000
            
            
            $
            19.68
            
            
            
            75,000
            
            
            $
            21,164,998June
      1 – 30, 2008
            
            
            41,400
            
            
            $
            20.37
            
            
            
            41,400
            
            
            $
            20,321,551Total
            
            
            194,152
            
            
            $
            18.55
            
            
            
            194,152


_______


(1)  The
board authorized a stock buyback program of $30 million in August 2007. This
amount was increased to $50 million in September 2007 and to $75 million
effective January 2008. All of the above purchases were made under the Company’s
stock repurchase program.





Item
3 - Not applicable and has been omitted.





Item
4. Submissionof Matters to a Vote of Security
Holders





The
Company's Annual Meeting of Stockholders was held on May 8, 2008 for the
purposes of (i) electing 7 directors to hold office until the next annual
meeting of stockholders and (ii) ratifying the selection of Ernst & Young
LLP as the Company’s independent registered public accounting firm for the year
ending December 31, 2008.  Proxies for the meeting were solicited
pursuant to Section 14(a) of the Securities Exchange Act of 1934, and there was
no solicitation in opposition to management's nominees.





All of
management's nominees for director as named in the proxy statement were elected
by the votes set forth in the table below.  Each nominee received no
fewer than 16,492,426 votes, which amounted to 98.7% of the shares
voted.  There were no broker non-votes with respect to any
nominees.





NOMINEES
            
            FOR
            
            
            WITHHELDPeter M. Gotsch
            
            
            16,492,426
            
            
            
            209,892I.
      Stewart Farwell
            
            
            16,664,135
            
            
            
            38,183William H. Sheffield
            
            
            16,662,335
            
            
            
            39,983Scott L. Thompson
            
            
            16,664,035
            
            
            
            38,283Wilson B. Sexton
            
            
            16,662,885
            
            
            
            39,433Charles A. Sorrentino
            
            
            16,662,585
            
            
            
            39,733Michael T. Campbell
            
            
            16,664,335
            
            
            
            37,983





Stockholders
approved the ratification of Ernst & Young LLP as the Company’s independent
auditors for the year ending December 31, 2008.  16,434,987 votes were
cast “FOR”, 183,133 votes were cast “AGAINST”, and 84,197 shares abstained from
voting on this matter.





Item
5 - Not applicable and has been omitted.


15
 Index


Item
6.  Exhibits





(a)
Exhibits required by Item 601 of Regulation S-K.





Exhibit
      Number
            
            Document
      Description31.1
            
            Certification
      by Charles A. Sorrentino pursuant to Rule 13a-14(a) and
      15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.31.2
            
            Certification
      by Nicol G. Graham pursuant to Rule 13a-14(a) and 15d-14(a), as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.32.1
            
            Certification
      by Charles A. Sorrentino and Nicol G. Graham pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.


16
 Index




Signature





Pursuant
to the requirements 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.








Date:  August
      11, 2008
            HOUSTON
      WIRE & CABLE COMPANYBY:/s/NicolG.GrahamNicol G. Graham,
      Chief Financial Officer


17
 Index




EXHIBIT
INDEX





Exhibit
      Number
            
            Document
      Description31.1
            
            Certification
      by Charles A. Sorrentino pursuant to Rule 13a-14(a) and
      15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.31.2
            
            Certification
      by Nicol G. Graham pursuant to Rule 13a-14(a) and 15d-14(a), as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.32.1
            
            Certification
      by Charles A. Sorrentino and Nicol G. Graham pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.






18