##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K/A
 (Amendment
    No. 2)
      þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2005oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to          ,     .   Commission file
    no. 1-10024
 BKF Capital Group,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  DELAWARE

36-0767530(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   One
    Rockefeller Plaza
    New York, New York 10020 (Address
    of principal executive offices)
  Telephone
    Number:
    (212) 332-8400 (Registrants
    telephone number, including area code)
      Securities registered pursuant to Section 12(b) of the
    Act:
   Title of Each Class

Name of Each Exchange on Which
    RegisteredCommon Stock, par value
    $1.00 per share

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
      o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE:




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TABLE OF CONTENTS  PART IIIITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS.SECTION 16( a ) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEITEM 11.   EXECUTIVE COMPENSATION.Executive Officer CompensationITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSEQUITY COMPENSATION PLAN INFORMATIONITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES.Part IVItem 15.   Exhibits and Financial Statement SchedulesSIGNATURESExhibit IndexEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION    Table of Contents   Form 10-K/A Form 10-K Form 10-K. Form 10-K
 
  PART III
 
  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS.    DIRECTORS
    NOMINATED FOR ELECTION
  Name, Age, and Principal



Expiration of

Expiration of

Other BusinessOccupation During the Last Five
    Years

Since

Current Term

Term if Elected

Affiliation(s)Harvey J.
    Bazaar  age 65
    Retired; From 2001 to 2002, Chief Operating Officer of DML
    Global Services (a provider of fund accounting and related
    services to private investment funds); From 1997 to 2000,
    partner and Global and Americas Leader for the Capital Markets
    Group of PricewaterhouseCoopers LLP.


2006



2006



2007Ronald
    LaBow  age 71
    President of Stonehill Investment Corp. (an investment fund)
    since February 1990; From January 1991 to February 2004,
    Chairman of the Board of WHX Corporation (a holding company
    that invests in
    and/or
    acquires a diverse group of businesses).


2005



2006



2007


Director of WPN Corp.
    (a financial consulting company).Keith
    Meister  age 33
    Managing Director and Senior Investment Analyst at Icahn
    Associates since 2002; Chief Executive Officer of American
    Property Investors, Inc. since 2003 (the general partner of a
    public limited partnership); From 2000 through 2001,
    co-President of J Net Ventures (a venture capital fund).


2006



2006



2007


Director of Adventrx
    Pharmaceuticals, Inc., XO Communications, Inc., American Casino
    & Entertainment Properties Finance Corp., American
    Entertainment Properties Corp., American Railcar Industries,
    Inc. and Westpoint International.Marvin L.
    Olshan  age 78
    Retired; Founding partner of Olshan, Grundman, Frome,
    Rosenzweig & Wolosky LLP (a law firm); From 1991 to
    2005, director of WHX Corporation.


2006



2006



2007 2




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##### Table of Contents



Name, Age, and Principal



Expiration of

Expiration of

Other BusinessOccupation During the Last Five
    Years

Since

Current Term

Term if Elected

Affiliation(s)Donald H.
    Putnam  age 54
    Managing Partner of Grail Partners LLC (a private advisory
    merchant bank) since 2005; From 1987 to February 2005, Chief
    Executive Officer, Vice Chairman and Managing Director of Putnam
    Lovell NBF (a firm specializing in mergers and acquisitions
    advisory in the investment management industry).


2005



2006



2007Kurt N.
    Schacht  age 52
    Executive Director of the CFA Centre for Financial Market
    Integrity (organization that advocates efficient, ethical and
    transparent capital markets) since June 2004; From April 2001 to
    March 2004, Chief Operating Officer and General Counsel of
    Wyser-Pratte Asset Management (a hedge fund); From September
    1999 to March 2001, Chief Operating Officer of Evergreen Asset
    Management (an asset management firm); From 1990 to October
    1999, Chief Legal Officer of the State of Wisconsin Investment
    Board (a public pension fund.)


2005



2006



2007John C.
    Siciliano  age 51
    Chairman of the Board of Directors of the Company, Chief
    Executive Officer and President of the Company and Chairman and
    Chief Executive Officer of BKF Asset Management, Inc. since
    September 2005; From March 2001 until early 2005, Director of
    Global Institutional Services at Dimensional Fund Advisors;
    From April 1998 until January 2001, Managing Principal of
    Payden & Rygel and President of Payden & Rygel
    Investment Group from December 1998 until January 2001; From
    1996 to 1998, co-head of North American Corporate Finance at
    Dresdner Kleinwort Benson N.A. LLC.; From 1995 to 1996, Senior
    Vice President and Director of Western region of Dresdner
    Kleinwort Benson N.A. LLC.


2005



2006



2007  3




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##### Table of Contents



Year First ElectedName, Age, and Principal



or Became anOccupation During the Last Five
    Years(1)

Office

Executive OfficerJohn C.
    Siciliano  age 51
    Chairman of the Board of Directors of the Company, Chief
    Executive Officer and President of the Company and Chairman and
    Chief Executive Officer of BKF Asset Management, Inc. since
    September 2005; From March 2001 until early 2005, director of
    Global Institutional Services at Dimensional Fund Advisors;
    From April 1998 until January 2001, Managing Principal of
    Payden & Rygel and President of Payden & Rygel
    Investment Group from December 1998 until January 2001; From
    1996 to 1998,
    co-head of
    North American Corporate Finance at Dresdner Kleinwort Benson
    N.A. LLC.; From 1995 to 1996, Senior Vice President and Director
    of Western region of Dresdner Kleinwort Benson N.A. LLC.

Chairman, Chief Executive
    Officer and President

2005 (as President and Chief
    Executive Officer); 2006 (as Chairman)J. Clarke
    Gray   age 54
    Chief Financial Officer of the Company and BKF Asset Management,
    Inc. since January 2006; From March 2003 to January 2006, Chief
    Administrative Officer of ADP Clearing & Outsourcing
    Services, where he held various other positions since 1997.

Senior Vice President, Chief
    Financial Officer

2006Norris
    Nissim  age 39
    Senior Vice President, General Counsel and Secretary of the
    Company and Senior Vice President and General Counsel of
    BKF Management Co., Inc. and BKF Asset Management, Inc.
    since February 2000; Director of Legal Affairs of
    BKF Management Co., Inc. and BKF Asset Management, Inc.
    from August 1996 to February 2000.

Senior Vice President, General
    Counsel and Secretary

2000Philip W.
    Friedman   age 49
    Chief Investment Officer for BKF Asset Management, Inc. since
    2005; Senior Portfolio Manager of BKF Asset Management, Inc.
    since 2002; Managing Director of the U.S. Active Equity
    Group at Morgan Stanley Asset Management
    (1998-2002);
    various positions at Morgan Stanley since 1990.

Chief Investment Officer of BKF
    Asset Management, Inc.

2005 4




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Year First ElectedName, Age, and Principal



or Became anOccupation During the Last Five
    Years(1)

Office

Executive OfficerStephen Thomas
    Eckenberger   age 58Senior Vice President of
    Institutional Sales and Client Service for BKF Asset Management,
    Inc. since 2005; Managing Director of AltVantage Group of BKF
    Asset Management, Inc. since 2001; Chief Operating Officer of
    Marcstone Capital Management (2000); Chief Investment Officer of
    AIG International Asset Management Inc.
    (1998-2000);
    Senior Vice President and Co-Head of domestic and hedge fund
    programs at the Commonfund
    (1991-1998).

Senior Vice President of
    Institutional Sales and Client Service of BKF Asset Management,
    Inc.

2005     (1)
    
    Each executive officer of the Company generally holds office
    until the first meeting of the Board of Directors after the
    Annual Meeting of stockholders and until his or her successor is
    elected and qualified. Messrs. John Levin, Glenn Aigen,
    Henry Levin and Frank Rango resigned from their respective
    positions as executive officers of the Company and its
    subsidiaries effective September 28, 2005, January 15,
    2006, December 16, 2005 and December 31, 2005,
    respectively. For more information see Employment
    Contracts and Termination of Employment and
    Change-in-Control
    Arrangements  Former Employees.  Audit
    Committee and Audit Committee Financial Expert
        Code of
    Ethics
   5




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SECTION 16(a)
    BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
   
  ITEM 11.
    EXECUTIVE
    COMPENSATION. 
  Executive
    Officer Compensation
    SUMMARY
    COMPENSATION TABLE
  Long Term CompensationRestricted

SecuritiesAnnual Compensation

Other Annual

Stock

Underlying

All OtherName and Principal
    Position

Year

Salary ($)

Bonus ($)

Compensation(1)

Award($)(2)

Options (#)

Compensation(3)John C. Siciliano(4)


2005



248,461







45,057
(9)


8,040,000
(10)


250,000Chairman, Chief Executive Officer
    and PresidentGlenn A. Aigen(5)


2005



253,234



788,766















7,000Senior Vice President and


2004



247,665



746,465







59,430
(11)






6,500Chief Financial Officer


2003



242,097



673,347







35,071
(12)






6,000Norris Nissim


2005



242,914



350,085















7,000Vice President and


2004



237,573



255,941







124,506
(13)






6,500General Counsel


2003



232,232



167,768















Philip W. Friedman


2005



485,874



2,187,319















7,000Chief Investment OfficerStephen Thomas Eckenberger


2005



250,000



1,978,217















9,000Senior vice president of
    institutional sales and client service of BKF Asset Management,
    Inc.FormerJohn A. Levin(6)


2005



782,216



















9,000Chairman, Chief Executive


2004



914,862



1,074,946







1,123,439
(14)






7,000Officer and President


2003



894,293



501,269







514,934
(15)






7,000Henry L. Levin(7)


2005



800,000



4,005,676















7,000Senior Portfolio Manager of BKF
    Asset Management, Inc. and BKF Management Co., Inc.Frank F. Rango(8)


2005



800,000



4,003,676















9,000Senior Portfolio Manager of BKF
    Asset Management, Inc. and BKF Management Co., Inc.  6




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##### Table of Contents



(1)
    
    With respect to each of the Named Executive Officers and the
    Former Executive Officers, perquisites and other personal
    benefits did not exceed the lesser of $50,000 or 10% of the
    total of annual salary and bonus.(2)
    
    Holders of shares of the Companys restricted common stock
    have the same right to receive dividends as holders of other
    common stock of the Company.(3)
    
    Represents amounts contributed by the Company to the
    Companys 401(k) plan.(4)
    
    Mr. Siciliano was appointed President and Chief Executive
    Officer of the Company and BKF Asset Management, Inc. effective
    September 28, 2005. See Employment Contracts and
    Termination of Employment and
    Change-in-Control
    Arrangements    Former
    Employees    Employment Agreement with
    John C. Siciliano.(5)
    
    Mr. Aigen resigned as Chief Financial Officer of the
    Company and each of its subsidiaries and affiliates effective
    January 15, 2006. See Employment Contracts and
    Termination of Employment and
    Change-in-Control
    Arrangements    Former
    Employees    Transition/Separation
    Agreement with Glenn Aigen.(6)
    
    In accordance with the terms of his Transition/Separation
    agreement, Mr. John A. Levin ceased to be President and Chief
    Executive Officer of the Company and BKF Asset Management, Inc.
    effective September 28, 2005. From September 29, 2005
    through December 31, 2005, he served as a senior portfolio
    manager and securities analyst at the Company. See
    Employment Contracts and Termination of Employment and
    Change-in-Control
    Arrangements    Former
    Employees    Transition/Separation
    Agreement with John A. Levin.(7)
    
    In accordance with the terms of his Separation Agreement,
    Mr. Henry Levin ceased to be an Executive Officer and
    employee of the Company and all of its subsidiaries and
    affiliates effective December 16, 2005. See
    Employment Contracts and Termination of Employment and
    Change-in-Control
    Arrangements    Former
    Employees    Separation Agreement and
    General Release of all Claims with Henry Levin.(8)
    
    Mr. Rango ceased to be an Executive Officer and employee of
    the Company on December 30, 2005.(9)
    
    Represents expense reimbursements in connection with relocation
    of Mr. Siciliano to New York City.(10)
    
    Represents the fair market value, as of the grant date, of
    250,000 shares of restricted stock granted on
    September 28, 2005, as part of an initial equity grant.
    50,000 shares vested on December 31, 2005, and one
    quarter of the remaining shares will vest on each of the first
    four anniversaries of the grant date, subject to acceleration if
    certain performance criteria are met.(11)
    
    Represents the fair market value, as of the grant date, of
    1,400 shares of restricted stock granted on March 10,
    2005. One third of these shares will vest on each of
    December 31, 2005, December 31, 2006 and
    December 31, 2007, respectively.(12)
    
    Represents the fair market value, as of the grant date, of
    1,384 shares of restricted stock granted on March 10,
    2004 with respect to 2003 bonus compensation. The shares of
    restricted stock will vest on March 9, 2007.(13)
    
    Represents the fair market value, as of the grant date, of
    2,933 shares of restricted stock granted on March 10,
    2005. One third of these shares will vest on each of
    December 31, 2005, December 31, 2006 and
    December 31, 2007, respectively.(14)
    
    Represents the fair market value, as of the grant date, of
    24,465 shares of restricted stock granted on March 10,
    2005 with respect to 2004 bonus compensation. One third of these
    shares will vest on December 31, 2005, December 31,
    2006 and December 31, 2007, respectively.(15)
    
    Represents the fair market value, as of the grant date, of
    20,321 shares of restricted stock granted on March 10,
    2004 with respect to 2003 bonus compensation. The shares of
    restricted stock vest on March 9, 2007. 7




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Option
    Grants in 2005
    Potential RealizableIndividual Grants

Value at AssumedPercentage of





Annual Rates ofNumber of

Total Options





Stock PriceSecurities

Granted to

Exercise or



Appreciation forUnderlying

Employees

Base Price

Expiration

Option TermName

Options (#)

in Fiscal Year

($/Sh)

Date

5% ($)

10% ($)John C. Siciliano(1)


250,000



100
%


18.95



12/30/2015



2,978,000



7,547,000     (1)
    
    50,000 options vested on the grant date, and one quarter of the
    remaining options will vest on
    September 28th
    of each of 2006, 2007, 2008 and 2009, subject to acceleration in
    the event of a change in control or if certain performance
    criteria relating to financial performance or enterprise value
    are met.  Aggregate
    Option Exercises In Last Fiscal Year And Fiscal Year-End Option
    Values
  in-the-money
  Number of Securities


Value of UnexercisedUnderlying Unexercised


In-The-Money OptionsOptions at Fiscal


at Fiscal Year-EndShares Acquired


Value


Year-End 2005(#)


2005($)(1)Name

on Exercise


Realized ($)


Exercisable/Unexercisable


Exercisable/UnexercisableJohn C. Siciliano










50,000/200,000



Glenn A. Aigen










19,555/0



64,496/0Norris Nissim














Phillip W. Friedman














Stephen T. Eckenberger














FormerJohn A. Levin














Henry L. Levin














Frank F. Rango














     (1)
    
    On December 31, 2005, the closing price of the
    Companys common stock on The New York Stock Exchange was
    $18. 95 per share.  Employment
    Contracts and Termination of Employment and
    Change-in-Control
    Arrangements
  change-in-control
  Current
    Employees
  Employment
    Agreement with John C. Siciliano
     8




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##### Table of Contents







Employment
    Agreement with John Clarke Gray












Letter
    Agreement with Norris Nissim








Change of
    Control Agreement with Norris Nissim










9



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##### Table of Contents











Retention
    Agreement with Phillip Friedman








his/her and/or and/or




















Former
    Employees




Transition/Separation
    Agreement with John A. Levin






10



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Letter
    Agreement with Henry Levin and Frank Rango
       11




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Separation
    Agreement and General Release of all Claims with Henry
    Levin
          Letter
    Agreement with Glenn Aigen
    Transition/Separation
    Agreement with Glenn Aigen
  Form 10-K,
   12




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and/or 30-day 10-K,
    Change of
    Control Agreements with Glenn Aigen
        Compensation
    Committee Interlocks And Insider Participation
    Directors
    Compensation
  out-of-pocket
 13




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ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
    MANAGEMENT. 
  SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    Number of

PercentName of Beneficial
    Owner

Shares

of ClassCarl C. Icahn


1,194,100
(1)


14.3
%c/o Icahn Associates Corp.767 Fifth AvenueNew York, NY 10153Cannell Capital LLC


788,200
(2)


9.4
%150 Capital Street, Fifth FloorSan Francisco, CA 94111Steel Partners II, L.P.


727,200
(3)


8.7
%590 Madison AvenueNew York, NY 10022Lloyd I. Miller, III


470,300
(4)


5.6
%Harvey J. Bazaar


656
(5)


*Ronald LaBow


656
(5)


*Warren G. Lichtenstein


727,200
(6)


8.7
%Keith Meister


656
(5)(7)


*Marvin L. Olshan


656
(5)


*Donald H. Putnam


656
(5)


*Kurt N. Schacht


656
(5)


*John C. Siciliano


275,054
(8)


*J. Clarke Gray


35,387
(9)


*Stephen T. Eckenberger


8,857
(10)


*Philip W. Friedman


32,995
(11)


*Norris Nissim


10,659
(12)


*Directors and executive officers
    as a group (12 persons)


1,094,088



13.1
%     *
    
    Less than 1%(1)
    
    The information set forth is based solely upon Amendment
    No. 1 to the Schedule 13D filed with the SEC on
    January 23, 2006 and includes 498,820 shares held by
    High River Limited Partnership, 389,357 shares held by
    Icahn Partners Master Fund L.P. and 305,923 shares
    held by Icahn Partners L.P. Barberry Corp. is the sole member of
    Hopper Investments LLC, which is the general partner of High
    River Limited Partnership. CCI Offshore Corp. is the general
    partner of Icahn Offshore L.P., which is the general partner of
    Icahn Partners Master Fund L.P. CCI Onshore Corp. is the
    general partner of Icahn Onshore L.P., which is the general
    partner of Icahn Partners L.P. Each of Barberry Corp., CCI
    Offshore Corp. and CCI Onshore Corp. is 100 percent owned
    by Carl C. Icahn. As such, Mr. Icahn is in a position
    indirectly to determine the investment and voting decisions made
    by all of the foregoing entities.(2)
    
    The information set forth is based solely upon Amendment
    No. 1 to the Schedule 13D filed with the SEC on
    February 13, 2006 and includes 247,200 shares held by
    The Anegada Master Fund Limited, 392,300 shares held
    by Tonga Partners, L.P., and 148,700 owned by TE Cannell
    Portfolio, Ltd. Mr. Cannell is the controlling 14




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##### Table of Contents



member of Cannel Capital LLC, the investment advisor of the
    Anegada Master Fund Limited and TE Cannell Portfolio, Ltd.
    and is the general partner of and investment adviser to Tonga
    Partners, L.P. and is deemed to beneficially own these shares.(3)
    
    The information set forth is based solely on Amendment
    No. 5 to the Schedule 13D filed with the SEC on
    June 23, 2005. Steel Partners, L.L.C., as the general
    partner of Steel Partners II, L.P., and Warren G.
    Lichtenstein, as the sole executive officer and managing member
    of Steel Partners, L.L.C., may each be deemed to beneficially
    own these shares.(4)
    
    The information set forth is based solely upon the
    Schedule 13G filed with the SEC on April 25, 2006.
    Mr. Miller may be deemed to be the beneficial owner of
    (i) 377,400 of these shares as (x) the managing member
    of a limited liability company that is the general partner of a
    certain limited partnership and as (y) custodian to
    accounts set up under the Florida Uniform Gift to Minors Act and
    (ii) 92,900 of these shares as an investment advisory to
    the trustee of a certain family trust.(5)
    
    Includes 656 shares of restricted stock granted on
    March 8, 2006 and vesting on December 29, 2006.(6)
    
    As the sole executive officer and managing member of Steel
    Partners, L.L.C., which in turn is the general partner of Steel
    Partners II, L.P., Mr. Lichtenstein may be deemed to
    beneficially own the 727,200 shares owned by Steel
    Partners II, L.P.(7)
    
    Mr. Meister is a limited partner of Icahn Onshore LP
    (Onshore) and has an interest in the fees, including
    the performance fees, relating to Onshore and Icahn Offshore LP
    (Offshore). Therefore, Mr. Meister may be
    deemed to be a beneficial owner of the 695,280 shares held
    by Onshore and Offshore. Mr. Meister disclaims beneficial
    ownership thereof.(8)
    
    Includes 200,000 shares of restricted stock granted on
    September 28, 2005, one quarter of which shall vest on each
    of the first four anniversaries of the grant date.
    Mr. Siciliano also received 250,000 options as of
    December 30, 2005 at an exercise price of $18.95 per
    share, 50,000 of which vested as of the grant date and are
    included and the balance of which shall vest in equal tranches
    on September 28th of each of 2006, 2007, 2008 and 2009.(9)
    
    Includes 18,750 shares of restricted stock granted on
    January 25, 2006, one third of which shall vest on each of
    December 31, 2006, 2007 and 2008. Mr. Gray also
    received 50,000 options as of January 25, 2006 at an
    exercise price of $13.75 per share, 12,500 of which vested
    as of the grant date and are included and the balance of which
    shall vest in equal tranches on December 31 of each of
    2006, 2007 and 2008.(10)
    
    Includes 6,700 shares of restricted stock, 50% of which
    will vest at each of December 31, 2006 and
    December 31, 2007.(11)
    
    Includes 4,700 shares of restricted stock granted on
    January 20, 2006 that will vest on December 31, 2006
    and 12,261 shares of restricted stock granted on
    March 10, 2004 that will vest on March 9, 2007. In
    addition, Mr. Friedman holds 8,434 shares of
    restricted stock granted on March l0, 2005 that vest in equal
    tranches on December 31 of each of 2006 and 2007.(12)
    
    Includes 1,955 shares of restricted stock granted on
    March 10, 2005, 50% of which will vest at each of
    December 31, 2006 and December 31, 2007. 15




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##### Table of Contents



EQUITY
    COMPENSATION PLAN INFORMATION
    Equity
    Compensation Plan Information
  (A)





(C)Number of Securities


(B)


Number of Securitiesto Be Issued Upon


Weighted Average


Available for FutureExercise of


Exercise Price of


Issuance Under EquityOutstanding Options


Outstanding Options,


Compensation Plans (ExcludingPlan Category

Warrants and Rights


Warrants and Rights


Securities Reflected in Column
    (A))Equity compensation plans approved
    by security holders


23,396


$
15.01



549,212Equity compensation plans not
    approved by security holders


0







0Total


23,396


$
15.01



549,212  
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS.  Change-in-Control
    Change-in-Control
   16




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##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.  Audit
    Fees
  Form 10-Q
  Audit-Related
    Fees
    Tax
    Services
    All Other
    Fees
    Pre-Approval
    Procedures
   17




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##### Table of Contents



Part IV
 
  Item 15.
    Exhibits
    and Financial Statement Schedules  Exhibit



Description of Exhibit31
.1



Section 302 Certification of
    Chief Executive Officer*31
.2



Section 302 Certification of
    Chief Financial Officer*32
.1



Section 906 Certification of
    Chief Executive Officer*32
.2



Section 906 Certification of
    Chief Financial Officer*     *
    
    Filed herewith 18




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SIGNATURES
      By:
    /s/  J. CLARKE GRAY    Senior Vice President and
  Chief Financial Officer
   19




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##### Table of Contents



Exhibit Index
  Exhibit



Description of Exhibit31
.1



Section 302 Certification of
    Chief Executive Officer31
.2



Section 302 Certification of
    Chief Financial Officer32
.1



Section 906 Certification of
    Chief Executive Officer32
.2



Section 906 Certification of
    Chief Financial Officer  20