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 SEPTEMBER 30, 2004



[ ]      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION  PERIOD FROM  _________________
         TO _________________

                          ALTAIR NANOTECHNOLOGIES INC.
                -----------------------------------------------
             (Exact name of registrant as specified in its charter)

         Canada                    1-12497                     33-1084375
--------------------------     ----------------------    ---------------------
     (State or other           (Commission File No.)         (IRS Employer
      jurisdiction                                       Identification No.)
    of incorporation)

                                 204 Edison Way
                               Reno, Nevada 89502
              -----------------------------------------------------
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (775) 858-3750


         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 an  accelerated  filer
(as defined in Rule 12b-2 of the Act). YES [ ]   NO [X]



         As of November 10, 2004 the  registrant  had  49,855,201  Common Shares
outstanding.




<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>
<CAPTION>
                  ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                      (Expressed in United States Dollars)
                                   (Unaudited)


                                                                 September 30,   December 31,
                                                                     2004           2003
                                                                 ------------    ------------
                              ASSETS
<S>                                                              <C>             <C>
Current Assets
     Cash and cash equivalents                                   $  8,868,422    $  3,869,669
     Accounts receivable, net                                         213,684          13,324
     Other current assets                                             118,886          79,187
                                                                 ------------    ------------
         Total current assets                                       9,200,992       3,962,180

Property, Plant and Equipment, net                                  6,322,783       6,618,805
Patents, net                                                          996,299       1,060,569
Other Assets                                                           18,200          18,200
                                                                 ------------    ------------

                           Total Assets                          $ 16,538,274    $ 11,659,754
                                                                 ============    ============

               LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
     Trade accounts payable                                      $    224,574    $     85,255
     Accrued liabilities                                              696,073         311,886
                                                                 ------------    ------------
         Total current liabilities                                    920,647         397,141
                                                                 ------------    ------------

Note Payable, Long-Term Portion                                     2,830,488       2,686,130
                                                                 ------------    ------------

Commitments and Contingencies (Note 4)

Shareholders' Equity
     Common stock, no par value, unlimited shares authorized;
        49,288,703 and 43,188,362 shares issued and
       outstanding at September 30, 2004 and December 31, 2003     64,305,664      54,789,896
     Deficit accumulated during the development stage             (51,518,525)    (46,213,413)
                                                                 ------------    ------------

                    Total Shareholders' Equity                     12,787,139       8,576,483
                                                                 ------------    ------------

            Total Liabilities and Shareholders' Equity           $ 16,538,274    $ 11,659,754
                                                                 ============    ============
</TABLE>
              See notes to the consolidated financial statements.



                                       2
<PAGE>

<TABLE>
<CAPTION>
                  ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (Expressed in United States Dollars)
                                   (Unaudited)

                                                                                                                Period
                                                                                                             April 9, 1973
                                                                                                               (date of
                                                    Three Months Ended              Nine Months Ended        inception) to
                                                       September 30,                   September 30,         September 30,
                                              ----------------------------    ----------------------------
                                                  2004             2003           2004            2003            2004
                                              ------------    ------------    ------------    ------------    ------------
<S>                                           <C>             <C>             <C>             <C>             <C>
Sales                                         $    346,907    $     17,318    $    640,889    $     42,029    $  1,010,051
Cost of Sales                                      293,685          16,706         604,517          32,594         778,434
                                              ------------    ------------    ------------    ------------    ------------
Gross Margin                                        53,222             612          36,372           9,435         231,617
                                              ------------    ------------    ------------    ------------    ------------
Operating Expenses
     Mineral exploration and development             6,250          25,522          88,982          69,403       6,762,333
     Research and development                      221,054         246,585         815,881         661,766       5,437,434
     Professional services                         386,331         111,753       1,117,667         453,319       4,970,436
     General and administrative expenses           632,819         584,937       2,577,614       1,741,825      20,065,062
     Depreciation and amortization                 226,823         220,259         668,333         657,243       7,062,212
     Asset impairment                                 --              --              --              --         2,759,956
                                              ------------    ------------    ------------    ------------    ------------
       Total operating expenses                  1,473,277       1,189,056       5,268,477       3,583,556      47,057,433
                                              ------------    ------------    ------------    ------------    ------------
Loss from Operations                             1,420,055       1,188,444       5,232,105       3,574,121      46,825,816
                                              ------------    ------------    ------------    ------------    ------------
Other (Income) Expense:
     Interest expense                               50,336         141,658         145,732         407,950       5,135,486
     Interest income                               (29,706)           (631)        (73,080)         (1,015)       (890,904)
     Loss (gain) on foreign exchange                  (361)           --               356            --          (557,393)
     Loss on extinguishment of debt                   --              --              --              --           914,667
     Gain on forgiveness of debt                      --              --              --              --          (795,972)
     Loss on redemption of convertible
       debentures                                     --              --              --              --           193,256
                                              ------------    ------------    ------------    ------------    ------------
       Total other expense, net                     20,269         141,027          73,008         406,935       3,999,140
                                              ------------    ------------    ------------    ------------    ------------
Net Loss                                         1,440,324       1,329,471       5,305,113       3,981,056      50,824,956
Preferential Warrant Dividend                         --           416,014            --           592,486         693,569
                                              ------------    ------------    ------------    ------------    ------------
Net Loss Applicable to Shareholders           $  1,440,324    $  1,745,485    $  5,305,113    $  4,573,542    $ 51,518,525
                                              ============    ============    ============    ============    ============


Loss per Common Share - Basic and Diluted     $       0.03    $       0.05    $       0.11    $       0.13    $       4.70
                                              ============    ============    ============    ============    ============

Weighted Average Shares - Basic and Diluted     49,121,984      38,129,702      48,401,132      34,676,028      10,970,673
                                              ============    ============    ============    ============    ============
</TABLE>

              See notes to the consolidated financial statements.



                                       3
<PAGE>

<TABLE>
<CAPTION>

                  ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Expressed in United States Dollars)
                                   (Unaudited)

                                                                                            Period
                                                                                         April 9, 1973
                                                                 Nine Months Ended         (date of
                                                                   September 30,         inception) to
                                                           ----------------------------  September 30,
                                                                2004           2003          2004
                                                           ------------    ------------    ------------
<S>                                                        <C>             <C>             <C>
Cash flows from development activities:
     Net loss                                              $ (5,305,113)   $ (3,981,056)   $(50,824,957)
     Adjustments to reconcile net loss to net cash
       used in development activities:
       Depreciation and amortization                            668,333         657,243       7,062,212
       Shares issued for services                               178,000          89,298         570,723
       Shares issued for interest                                  --           133,315       1,249,752
       Issuance of common stock options to non-employees        262,045          30,256       3,357,532
       Issuance of common stock options to employees             39,001          33,600         117,221
       Variable accounting on stock options                    (406,848)           --           496,820
       Issuance of common stock warrants                           --            37,065       1,026,277
       Amortization of discount on note payable                 144,358         134,626       1,125,137
       Amortization of debt issuance costs                         --              --           504,567
       Asset impairment                                            --              --         2,759,956
       Loss on extinguishment of debt                              --              --           914,667
       Loss on redemption of convertible debentures                --              --           193,256
       Gain on forgiveness of debt                                 --              --          (795,972)
       Loss on disposal of fixed assets                          33,393            --            60,999
       Gain on foreign currency translation                        --              --          (559,581)
       Deferred financing costs written off                        --              --           515,842
     Changes in assets and liabilities (net of effects
       of acquisition):
       Accounts receivable                                     (200,360)        115,803        (213,684)
       Other current assets                                     (39,699)        (42,757)      1,615,712
       Other assets                                                --              --          (170,720)
       Trade accounts payable                                   139,319        (120,242)        232,605
       Accrued liabilities                                      384,187         (24,674)        418,828
                                                           ------------    ------------    ------------

Net cash used in development activities                      (4,103,384)     (2,937,523)    (30,342,808)
                                                           ------------    ------------    ------------

Cash flows from investing activities:
     Asset acquisition                                             --              --        (9,625,154)
     Purchase of property and equipment                        (341,433)        (68,476)     (4,095,258)
     Proceeds received from sale of property
       and equipment                                               --              --             4,675
     Purchase of patents                                           --              --        (1,882,187)
                                                           ------------    ------------    ------------

Net cash used in investing activities                          (341,433)        (68,476)    (15,597,924)
                                                           ------------    ------------    ------------
</TABLE>

                                                                  (continued)

                                       4
<PAGE>


<TABLE>
<CAPTION>
                             ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
                                     (A Development Stage Company)
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Expressed in United States Dollars)
                                              (Unaudited)
                                                                                       Period
                                                                                    April 9, 1973
                                                                                      (date of
                                                          Nine Months Ended         inception) to
                                                            September 30,           September 30,
                                                     ---------------------------    ------------
                                                         2004           2003            2004
                                                     ------------   ------------    ------------
<S>                                                  <C>            <C>             <C>
Cash flows from financing activities:
   Issuance of common shares for cash, net of
     issuance costs                                   $      --     $  4,324,898    $ 26,394,979
   Issuance of shares under Employee Stock
     Purchase Plan                                           --          442,230         698,858
   Issuance of convertible debenture                         --             --         5,000,000
   Proceeds from exercise of common stock options         737,709         98,000       3,935,036
   Proceeds from exercise of common stock warrants      8,705,861        631,882      17,040,775
   Issuance of related party notes                           --             --           174,243
   Issuance of notes payable                                 --             --        19,130,540
   Payment of notes payable                                  --       (1,120,000)    (14,663,579)
   Payment of related party notes                            --             --          (174,243)
   Payment on capital lease                                  --             --           (27,075)
   Purchase of call options                                  --             --          (449,442)
   Redemption of convertible debentures                      --             --        (2,250,938)
                                                     ------------   ------------    ------------

Net cash provided by financing activities               9,443,570      4,377,010      54,809,154
                                                     ------------   ------------    ------------

Net increase in cash and cash equivalents               4,998,753      1,371,011       8,868,422

Cash and cash equivalents, beginning of period          3,869,669        244,681            --
                                                     ------------   ------------    ------------

Cash and cash equivalents, end of period             $  8,868,422   $  1,615,692    $  8,868,422
                                                     ============   ============    ============

Supplemental disclosures:
Cash paid for interest                               $       --     $   84,009
                                                     ============   ============
</TABLE>


                                                                  (continued)




                                       5
<PAGE>

                  ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Expressed in United States Dollars)
                                   (Unaudited)

Supplemental schedule of non-cash investing and financing activities:

For the nine months ended September 30, 2004:
---------------------------------------------
    - None

For the nine months ended September 30, 2003:
---------------------------------------------
   - We issued  695,052 common shares to Doral 18, LLC in payment of $280,000 of
principal on our note payable. The conversion of the note resulted in additional
interest expense of $133,315.
   - On or about June 2, 2003, we repriced warrants, held by a shareholder,  for
796,331 common shares.  The repriced  warrants have an incremental fair value of
$176,472 and have been accounted for as a preferential warrant dividend.
   - In September  2003, we entered an agreement with a shareholder  wherein the
shareholder  agreed to exercise  631,882  warrants that had an exercise price of
$1.00 each. In return, we issued the shareholder  631,882 new warrants having an
exercise price of $1.75 each. The new warrants have a fair value of $416,014 and
have been accounted for as a preferential warrant dividend.

                                                              (concluded)

              See notes to the consolidated financial statements.



                                       6
<PAGE>

                  ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 1.  Basis of Preparation of Financial Statements

         These unaudited interim financial statements of Altair Nanotechnologies
Inc. and its subsidiaries  (collectively,  "Altair", "we" or the "Company") have
been prepared in accordance  with the rules and regulations of the United States
Securities  and  Exchange   Commission  (the   "Commission").   Such  rules  and
regulations allow the omission of certain  information and footnote  disclosures
normally included in financial statements prepared in accordance with accounting
principles  generally  accepted in the United States,  so long as the statements
are not  misleading.  In the  opinion of  Company  management,  these  financial
statements and  accompanying  notes contain all adjustments  (consisting of only
normal recurring adjustments) necessary to present fairly the financial position
and  results of  operations  for the  periods  shown.  These  interim  financial
statements should be read in conjunction with the audited  financial  statements
and notes thereto contained in our Annual Report on Form 10-K for the year ended
December 31, 2003, as filed with the Commission on March 26, 2004.

         The  consolidated  financial  statements do not include any adjustments
relating to the  recoverability  and classification of recorded asset amounts or
the amounts and  classification of liabilities that might be necessary should we
be unable to continue as a going concern. Our continuation as a going concern is
dependent  upon  our  ability  to  generate  sufficient  cash  flow to meet  our
obligations on a timely basis, to obtain additional  financing or refinancing as
may be required,  to develop  commercially  viable  products and processes,  and
ultimately  to  establish  successful  operations.  We  are in  the  process  of
developing and  commercializing  our  nanomaterials and titanium dioxide pigment
technology. We have financed operations primarily through the issuance of equity
securities (common stock,  convertible debentures,  stock options and warrants),
and by the issuance of debt (term notes).  Additional  funds will be required to
complete development  activities.  We believe that current working capital, cash
receipts from anticipated  sales, and funding through sales of common stock will
be sufficient to enable us to continue as a going concern through 2005.

         The results of operations for the three- and  nine-month  periods ended
September 30, 2004 are not necessarily  indicative of the results to be expected
for the full year.

Note 2. Summary of Significant Accounting Policies

         Net  Loss  Per  Common  Share - Basic  net  loss  per  common  share is
calculated by dividing net loss by the weighted  average number of common shares
outstanding  during the period.  The existence of stock options,  warrants,  and
convertible  securities  affects  the  calculation  of loss per share on a fully
diluted basis. When a net loss is reported,  the number of shares used for basic
and  diluted  net loss per share is the same since the effect of  including  the
additional common stock equivalents would be antidilutive.

         Long-Lived Assets - We evaluate the carrying value of long-term assets,
including  intangibles,  when events or circumstance indicate the existence of a
possible impairment,  based on projected  undiscounted cash flows, and recognize
impairment  when  such  cash  flows  will  be less  than  the  carrying  values.
Measurement of the amounts of impairments,  if any, is based upon the difference
between  carrying  value and fair  value.  Events or  circumstances  that  could
indicate the  existence of a possible  impairment  include  obsolescence  of the
technology,  an absence  of market  demand for the  product,  and/or  continuing
technology  rights  protection.  Management  believes the net carrying amount of
long-lived   assets  will  be  recovered  by  future  cash  flows  generated  by
commercialization of the titanium processing technology.

                                       7
<PAGE>
         Deferred  Income  Taxes - We use the asset and  liability  approach for
financial  accounting and reporting for income taxes.  Deferred income taxes are
provided for temporary  differences  in the bases of assets and  liabilities  as
reported  for  financial  statement  purposes and income tax  purposes.  We have
recorded  a  valuation  allowance  against  all net  deferred  tax  assets.  The
valuation  allowance  reduces  deferred tax assets to an amount that  represents
management's  best  estimate of the amount of such deferred tax assets that more
likely than not will be realized.

         Stock-Based  Compensation  - Our stock  option plans are subject to the
provisions  of  Statement of Financial  Accounting  Standards  ("SFAS") No. 123,
Accounting for  Stock-Based  Compensation.  As allowed by the provisions of SFAS
123, employee and director  stock-based  compensation  expense is measured using
the intrinsic-value  method as prescribed by Accounting Principles Board ("APB")
Opinion No. 25,  Accounting  for Stock  Issued to  Employees,  or the fair value
method  described  in SFAS  123.  We  have  elected  to  follow  the  accounting
provisions  of APB 25 for our employee and  director  stock-based  awards and to
furnish the pro forma disclosures required under SFAS 123.

         We account for stock options and warrants  issued to  non-employees  in
accordance  with  SFAS 123.  To  estimate  compensation  expense  that  would be
recognized under SFAS 123 for all stock-based  awards, we have used the modified
Black-Scholes  option pricing  model.  If we had accounted for our stock options
issued to employees and directors using the accounting method prescribed by SFAS
123, our net loss and loss per share would be as follows:
<TABLE>
<CAPTION>
                                                    Three Months Ended         Nine Months Ended
                                                      September 30,              September 30,
                                                  -----------------------   -----------------------
                                                    2004          2003         2004         2003
                                                  ----------   ----------   ----------   ----------
<S>                                               <C>          <C>          <C>          <C>
Net loss applicable to shareholders:
   As reported                                    $1,440,324   $1,745,485   $5,305,113   $4,573,542
   Add : stock-based employee compensation
     income calculated under APB Opinion No. 25
     included in reported net loss                   328,770       33,600      367,847       33,600
   Add: stock-based employee compensation
     expense determined under value based
     method for all awards                           208,030      184,951    1,172,439      262,948
                                                  ----------   ----------   ----------   ----------

   Pro forma                                      $1,977,124   $1,964,036   $6,845,399   $4,870,090
                                                  ==========   ==========   ==========   ==========
Loss per common share (both basic and diluted):
   As reported                                    $     0.03   $     0.05   $     0.11   $     0.13
                                                  ==========   ==========   ==========   ==========
   Pro forma                                      $     0.04   $     0.05   $     0.14   $     0.14
                                                  ==========   ==========   ==========   ==========
</TABLE>
         We  estimated  the fair value of options and rights  granted  under our
employee  stock-based  compensation  arrangements at the date of grant using the
Black-Scholes model with the following weighted-average assumptions:

                                                      Nine Months Ended
                                                        September 30,
                                                ------------------------------
                                                     2004          2003
                                                ------------------------------
         Dividend yield                                   None           None
         Expected volatility                               73%            65%
         Risk-free interest rate                         4.23%          2.92%
         Expected life (years)                             6.4            5.0
         Weighted average fair value of grants        $   1.15       $   0.48
                                       8
<PAGE>

         In August 2004,  we issued  300,000  stock  options to an employee that
vest ratably based on the market value of our common shares. As of September 30,
2004,  management  did not  believe it was  probable  that the stock price would
reach the stated  market price and  therefore  did not include the fair value of
the stock  options in the  disclosure  above.  Management  will  reevaluate  the
probability of this  contingency  at each reporting  period and include the fair
value of these stock  options when they believe it is probable they will achieve
the stated market price.

         Revenue  Recognition  - Revenue is  generated  from  product  sales and
services  performed under  contract.  Revenue is recognized for product sales at
the time the  purchaser  has  accepted  delivery of the product and for services
when the service has been performed and is billable in accordance  with contract
terms.  Based on the  specific  terms  and  conditions  of each  contract/grant,
revenues may be recognized on a time and materials  basis as costs are incurred,
a percentage of completion basis as stipulated milestones are achieved, or after
final project  reports are submitted.  For the three months ended  September 30,
2004,  we  recognized  $4,018 from  product  sales and  $342,889  from  contract
services.  For the nine months ended  September 30, 2004,  we recognized  $6,861
from product sales and $634,028 from contract services.

         Overhead Allocation - Facilities overhead, which is comprised primarily
of  occupancy  and  related  expenses,  is  initially  recorded  in general  and
administrative  expenses and then allocated to research and development and cost
of sales based on labor costs.

         Recent  Accounting  Pronouncements  - In March 2004, the FASB reached a
consensus on Emerging  Issues Task Force (EITF) Issue  No.03-1,  "The Meaning of
Other-Than-Temporary  Impairment and Its  Application  to Certain  Investments."
This   pronouncement   provides   guidance   to   determine   the   meaning   of
other-than-temporary impairment and its application to investments classified as
either  available-for-sale or held-to-maturity  (including individual securities
and investments in mutual funds),  and investments  accounted for under the cost
method or the equity method.  The guidance for evaluating  whether an investment
is  other-than-temporarily  impaired  is to be applied  in  other-than-temporary
impairment  evaluations made in reporting periods beginning after June 15, 2004.
The adoption of Issue No. 03-1 did not have a material  impact on our  financial
statements.

Note 3.  Common Stock

         Common stock  transactions  during the nine months ended  September 30,
2004 were as follows:

                                                      Common Stock
                                               ---------------------------
                                                  Shares         Amount
                                               ------------   ------------
Balance, December 31, 2003                       43,188,362   $ 54,789,896
Exercise of common stock warrants                 5,576,441      8,705,861
Exercise of common stock options                    423,900        737,709
Common stock issued for services                    100,000        178,000
Variable accounting on common stock options            --         (406,848)
Common stock options issued to employees               --           39,001
Common stock options issued to non-employees           --          262,045
                                               ------------   ------------
Balance, September 30, 2004                      49,288,703   $ 64,305,664
                                               ============   ============

                                       9
<PAGE>
Note 4.  Notes Payable

         Notes  payable  consisted of the  following  at September  30, 2004 and
December 31, 2003:

                                            September 30,       December 31,
                                                2004               2003
                                             ----------         ----------
Note payable to BHP Minerals
   International, Inc.                       $2,830,488         $2,686,130
Less current portion                               --                 --
                                             ----------         ----------
Long-term portion of notes payable           $2,830,488         $2,686,130
                                             ==========         ==========

         The note  payable to BHP  Minerals  International,  Inc. is in the face
amount of $3,000,000. Interest on the note does not begin to accrue until August
8, 2005. As a result, we imputed the interest and reduced the face amount of the
note  payable  by  $566,763  at the date of  issuance,  an amount  that is being
amortized to interest  expense over the life of the note.  The first  payment of
$600,000 of principal plus accrued interest is due February 8, 2006.  Additional
payments of $600,000 plus accrued  interest are due annually on February 8, 2007
through 2010.

Note 5.  Intangible Assets

         Our  intangible  assets  consist of patents  and  related  expenditures
associated with the  nanomaterials and titanium dioxide pigment  technology.  In
accordance  with SFAS No. 142, we are amortizing  these assets over their useful
lives. The amortized intangible asset balance as of September 30, 2004 was:

                                      Gross                            Net
                                     Carrying       Accumulated      Carrying
                                      Amount       Amortization      Amount
                                  --------------- --------------- --------------
         Patents and related
            expenditures           $ 1,517,736      $ (521,437)     $  996,299

         The  weighted  average  amortization  period for  patents  and  related
expenditures is approximately 16.5 years.  Amortization  expense was $64,270 for
the nine months ended September 30, 2004,  which  represented  the  amortization
relating to the  identified  intangible  assets  still  required to be amortized
under  SFAS No.  142.  For each of the next  five  years,  amortization  expense
relating to intangibles  will be $85,680 per year.  Management  believes the net
carrying  amount of  intangible  assets will be  recovered  by future cash flows
generated by commercialization of the titanium processing technology.

Note 6.  Related Party Transactions

         In July 2004,  we  incurred a liability  of $6,000  payable to Advanced
Technology  Group LLC ("ATG") in connection with a consulting  agreement.  David
King, a member of our board of directors,  is the managing partner of ATG. Under
the terms of the  agreement,  ATG  provides  consulting  services  in  reviewing
federal grant  opportunities  and provides  proposal  development  assistance on
selected  programs.  These  services  are  paid at the  rate of 6% of the  first
$1,000,000  and 3.5% of amounts over  $1,000,000  in grant  monies  secured from
federal grants obtained through assistance by ATG.


                                       10
<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

         The  following  discussion  summarizes  the  material  changes  in  our
financial  condition  between  December 31, 2003 and  September 30, 2004 and the
material  changes in our results of operations and financial  condition  between
the  three-and  nine-month  periods  ended  September 30, 2003 and September 30,
2004. This discussion should be read in conjunction with Management's Discussion
and Analysis of Financial  Condition and Results of  Operations  included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2003.

Overview
--------
         We are a development-stage  Canadian company, with principal assets and
operations  in the United  States,  whose  primary  business is  developing  and
commercializing nanomaterial and titanium dioxide pigment technologies.  We have
recently organized into two divisions,  Life Sciences and Performance Materials,
in  anticipation  of  generating a substantial  amount of business  activity and
revenues  from life sciences  products,  specifically  pharmaceuticals  and drug
delivery products. At present, these revenues are not significant. Our research,
development,  production and marketing efforts are currently directed toward six
market applications that utilize our proprietary technologies:

The Performance Materials Division
         o    Advanced Materials for Paints, Coatings and Sensors;
                  o  The production of titanium dioxide pigments;
                  o  The production of nano-structured powders for thermal spray
                     applications;
                  o  The production of  nano-structured  powders for nano-sensor
                     applications.
         o    Advanced Materials for Improving Process Technologies
                  o  The development of titanium dioxide electrode structures in
                     connection  with a research  program  aimed at developing a
                     lower-cost   process  for  producing  titanium  metals  and
                     related alloys;
                  o  The  development  and  production of NanoCheck TM phosphate
                     binding materials for prevention of algae growth.
         o    Advanced Materials for Alternative Energy
                  o  The   development   of  materials   for  high   performance
                     batteries, fuel cells and photovoltaics.
The Life Sciences Division
         o    Pharmaceutical   Products
                  o  RenaZorb(TM), a new active pharmaceutical ingredient, which
                     is designed to be useful in the treatment of elevated serum
                     phosphate levels in patients undergoing kidney dialysis.
         o    Drug Delivery Products
                  o  TiNano SpheresTM and No-DefeatTM are rigid, hollow,  porous
                     high surface area ceramic micro structures that are derived
                     from Altair's proprietary process technology.
         o    Dental Materials
                  o  The  development  of  nanomaterials   for  use  in  various
                     products for dental fillings.

         We also provide contract  research services on select projects where we
can utilize our resources to develop  intellectual  property and/or new products
and technology.

         During the  remainder of 2004,  we expect  sales  revenues to come from
contracts in place to (1) provide  research  involving a technology  used in the
detection of chemical,  biological and radiological  agents,  (2) provide custom
oxide  feedstocks for a titanium metal research program funded by the Department
of Defense,  (3) license and  evaluate  our pigment  production  process for the

                                       11
<PAGE>
production of TiO2 pigment and  pigment-related  products from  titanium-bearing
oil sands and (4) produce lithium titanate battery materials under a development
program  funded by a  National  Science  Foundation  Small  Business  Innovative
Research  grant.  See Three Months Ended  September  30, 2004  Compared to Three
Months  Ended  September  30, 2003 below for  additional  information  regarding
customer contracts and revenue expectations for the fourth quarter of 2004.

Recent Business Developments
----------------------------
         On August 16, 2004,  we announced the  appointment  of Alan J. Gotcher,
Ph.D.,  as Chief  Executive  Officer and  director of the Company.  Dr.  Gotcher
filled the  position  created by the May 1, 2004  retirement  of Dr.  William P.
Long. Dr. Gotcher had been working with Altair as a management  consultant since
May  2004.  Before  joining  Altair,   Dr.  Gotcher  was  chairman  and  CEO  of
Nevada-based  InDelible  Technologies,  Inc., a  development  stage company that
provides secure logistics  through covert bar code marking systems and invisible
bar code reading  technologies.  Prior to founding InDelible,  Dr. Gotcher spent
fourteen  years with Avery  Dennison  where he served as senior vice  president,
Manufacturing & Technology,  and chief technology officer. Prior to that, he was
laboratory   director,   U.S.  Corporate   Research  and  Development,   Raychem
Corporation.

Performance Materials Division

Nanosensors Program
-------------------

         In September  2003, we entered into an agreement with Western  Michigan
University  ("WMU")  to  provide  research  services  and  materials  to support
research  involving a technology  used in the detection of chemical,  biological
and radiological agents. The teaming/research  agreement with WMU, funded by the
Department of Energy ("DOE"),  provided for total payments to Altair of $356,500
over a two-year period.  Total revenues generated by Altair under this agreement
through  September 30, 2004 were  $246,353.  On September 30, 2004, we announced
that the DOE  awarded a stage 2 contract  for the  project  under  which we will
continue joint development work for the design,  synthesis and  characterization
of nanosensors for chemical,  biological and  radiological  agents.  Altair will
receive an additional $672,000 over the two-year term of the stage 2 contract.

Nanocheck(TM) Products
----------------------

         Nanocheck(TM) is a  lanthanum-based  compound that can be used to treat
water for the  removal  of a wide  range of  deleterious  impurities.  It has no
reported human health hazards and works effectively in existing filtration units
without the need for purchasing additional equipment. Nanocheck(TM) limits algae
growth by  removing  the  phosphate  nutrients  that  algae  require in order to
reproduce.  We have  conducted  in-house  tests of  Nanocheck(TM)  for phosphate
removal in swimming pool  simulations,  and a pool and spa chemical  company has
performed  materials  testing that shows  effective  phosphate  removal and high
kinetics.  Larger scale  swimming pool tests being  performed by a pool chemical
company began in mid-August  2004 and are  continuing.  These were delayed first
due to  internal  issues  within the pool  chemical  company and then due to the
effects of  hurricanes  in the locale  where  tests were to be  conducted.  As a
result,  tests are now scheduled  through the summer of 2005.  Negotiations with
major pool  chemical  companies  are underway and if testing is  successful  and
sales agreements are entered into,  significant sales of products  incorporating
Nanocheck(TM), if any, may begin in 2006.

         During  the  second  quarter  of  2004,  we  performed  a  study  using
Nanocheck(TM)  to remove arsenic from drinking  water.  The results of the study
indicate that  Nanocheck's  performance is not  significantly  superior to other
less costly  products  that are  commercially  available.  As a result,  we have
elected not to pursue this application of Nanocheck(TM) at this time.

                                       12
<PAGE>

Battery Applications
--------------------

         In  August  2004,  we  began  work  under  a  $100,000  Small  Business
Innovative  Research  grant awarded by the National  Science  Foundation to fund
joint  development  work on next  generation  lithium  ion  power  sources  with
Hosokawa Micron's Nanoparticle Technology Center and Rutgers University's Energy
Storage Research Group. The grant was effective July 1, 2004 with the work to be
done over a six-month  period.  We expect to supply nano-sized anode and cathode
materials for design and  development  of high capacity  lithium ion battery and
super  capacitor  applications.   Nanomaterials  are  expected  to  improve  the
performance  of  these  systems  and  enable  their  use in  applications  where
immediate high power delivery is necessary.

         During October, 2004 we were awarded a European patent for our "Process
For Making Lithium  Titanate",  a product used in the development of lithium ion
batteries and super capacitors.

Other
-----

         Our development  agreement with Titanium Metals Corporation provides us
with the opportunity to supply enough titanium  dioxide micro porous  electrodes
to produce 50 pounds of  titanium  metal per day. We have met the  contract  and
project goals and the project continues to move forward successfully.

         A  contract  to supply  testing  quantities  of  customized  nano-sized
coating materials was awarded, the third such contract we have entered with this
customer.

         We have now  completed  approximately  50% of the Phase 1 workscope for
the Western Oil Sands Project.

Life Science Division

RenaZorb(TM) Products
---------------------

         In  2005,  we  plan to  generate  revenues  through  the  licensing  of
RenaZorb(TM),  a potential  drug we  developed  that may be useful in  phosphate
control in kidney dialysis patients. In September 2004, we announced the results
of a pre-clinical  animal study of RenaZorb(TM) which was conducted to determine
its phosphate binding efficiency.  The results indicated that RenaZorb(TM) bound
more phosphate than Renagel,  a drug  currently on the market,  and Fosrenol,  a
drug of similar compounds produced by Shire Pharmaceuticals Group plc ("Shire").
Fosrenol was approved by the FDA on October 26, 2004. As a result, we hope to be
able to begin  negotiating a license agreement for RenaZorb(TM) with one or more
pharmaceutical  companies.  We have  concentrated our efforts on making contacts
with interested pharmaceutical  companies,  producing an information package for
use in marketing  RenaZorb(TM),  and  continuing  with product  development  and
testing  work in our  laboratories.  We have sent the  RenaZorb(TM)  information
package to over 40 pharmacuetical  and  biotechnology  companies and preliminary
discussions   are  underway  which  may  lead  to  a  licensing   agreement  for
RenaZorb(TM). We can provide no assurance that we will enter into such a license
agreement or that such license agreement would generate  significant  revenue in
the short term.

Other
-----

         Two patent  applications were filed for the TiNano Sphere drug delivery
technology platform.

                                       13
<PAGE>

         We  continue  to  work  with a  research  consortium  sponsored  by the
National  Institutes  of  Health to  strengthen  polymer-based  dental  fillings
utilizing our nano-zirconia.

         With respect to the Tennessee mineral  property,  we are continuing our
efforts to terminate  leases and draft a  remediation  plan.  Remediation  work,
which involves,  among other things,  the removal of the pilot plant and related
facilities  and  restoration of the property,  will begin after the  remediation
plan is approved by the applicable regulatory authorities.  Costs of remediation
are uncertain  until such plan approval is obtained and the scope of the work is
determined.  We expect  this  process to continue  through the first  quarter of
2005.

         A major minerals  processing firm is currently  testing the Centrifugal
Jig. The carrying costs  associated  with it are minimal,  and we plan to retain
the  Centrifugal  Jig at least until the minerals  processing firm has completed
its testing and  development  work. We may be able to generate  limited  revenue
(through  licensing fees or in sale transaction) from the Centrifugal Jig in the
foreseeable future.

Liquidity and Capital Resources
-------------------------------

         We  generated  $640,889  of sales  revenues in the first nine months of
2004 but incurred a net loss of $5,305,113,  resulting in an accumulated deficit
of $51,518,525 at September 30, 2004.

         Our  cash and  short-term  investments  increased  from  $3,869,669  at
December  31, 2003 to  $8,868,422  at  September  30, 2004 due  primarily to the
receipt of $737,709  from the  exercise of common  stock  options and receipt of
$8,705,861 from the exercise of warrants. These increases in cash and short-term
investments were partially offset by normal cash operating expenditures.

         Current and Expected Liquidity.  At September 30, 2004, we had cash and
cash  equivalents of $8,868,422,  an amount that would be sufficient to fund our
basic   operations   through  December  31,  2005  at  current  working  capital
expenditure  levels. We will,  however,  increase  expenditure levels during the
remainder of 2004 and in 2005 as we execute on existing and expected  contracts.
Accordingly, if we are unable to increase our revenues proportionately,  we will
require  additional  financing to provide working capital to fund our day-to-day
operations.  As described  above, we expect that revenues from our contract work
will continue to expand incrementally in 2004.

         We do not, however,  expect to receive significant licensing or product
sales revenue unless, and until, we are able to enter into licensing  agreements
related to Renazorb(TM),  Nanocheck(TM), or our drug delivery systems. We do not
expect to sign any such  licensing  agreements  until early 2005, if at all, and
expect that,  when such licensing  agreements  are in place,  we will generate a
revenue stream consisting of an up-front  licensing fee,  milestone  payments as
development progresses and royalties when the products are brought to market.

         Although we currently have capital sufficient to fund our operations at
current levels,  we expect our capital needs to increase during the remainder of
2004 and 2005.  We have  hired,  and  expect  to  continue  to hire,  additional
personnel to satisfy our contractual  obligations under existing and anticipated
services agreements,  and to provide  administrative  support. In addition,  our
management is focused on facilitating  the  commercialization  of one or more of
its products in the foreseeable future. Substantially all of our products are at
a conceptual or development  stage and, if we are to  commercialize  one or more
products  ourselves  (as opposed to  licensing it for  commercialization  by the
licensee),  we will likely be required to hire  additional  employees,  purchase
additional equipment,  and engage the research,  marketing and other services of
third parties. This may require significant additional capital.

                                       14
<PAGE>
         Accordingly,  we may raise  additional  capital during the remainder of
2004 or 2005. We would most likely generate such financing  through the issuance
of  equity  securities  in one or  more  private  placements  of  common  shares
(probably with accompanying re-sale registration rights and warrants to purchase
common shares) or public  offerings of our common  shares.  We do not expect to,
but may also  issue  debt  securities  or enter  into  loan or  capital  leasing
arrangements, with one or more financial institutional investors. Any financing,
especially  an  issuance  of equity  securities  in a public  offering  or large
private placement,  may dilute existing  shareholders and have an adverse effect
on the market price of our common shares.  We can provide no assurance  that, if
we determine to seek additional financing,  we will be able to obtain additional
financing at a reasonable cost, or at all.

         At November  10,  2004,  we had  49,455,894  common  shares  issued and
outstanding.  As of that same date, there were outstanding  warrants to purchase
up to  4,855,201  shares of common stock and options to purchase up to 3,556,700
shares of common stock.

         Capital   Commitments.   The  following   table   discloses   aggregate
information about our contractual  obligations including notes payable,  mineral
lease  payments and  contractual  service  agreements,  and the periods in which
payments are due as of September 30, 2004:
<TABLE>
<CAPTION>

                                                Less Than                                            After
Contractual Obligations           Total           1 Year        1 - 3 Years     4 - 5 Years         5 Years
------------------------------ -----------      ----------      -----------     -----------      ------------
<S>                            <C>              <C>             <C>             <C>              <C>
Notes Payable                  $ 3,000,000*     $     --        $ 1,200,000     $ 1,200,000      $   600,000
Mineral Leases**                 1,018,652         371,958          326,974         239,691           80,029
Contractual Service Agreements     427,648         352,648           75,000            --               --
                               -----------      ----------      -----------     -----------      ------------
Total Contractual Obligations  $ 4,446,300      $  724,606      $ 1,601,974     $ 1,439,691      $   680,029
                               ===========      ==========      ===========     ===========      ===========
</TABLE>

* Before discount of $169,512
** Although we expect to terminate substantially all mineral leases by mid-2005,
the obligations are included here because they are not yet terminated.

Critical Accounting Policies and Estimates
------------------------------------------

         Management based the following discussion and analysis of our financial
condition and results of operations on our  consolidated  financial  statements.
The preparation of these financial  statements requires us to make estimates and
judgments that affect the reported amounts of assets,  liabilities,  revenue and
expenses,  and related  disclosure of contingent  assets and liabilities.  On an
on-going  basis,  we evaluate our critical  accounting  policies and  estimates,
including those related to long-lived  assets and stock-based  compensation.  We
base our estimates on  historical  experience  and on various other  assumptions
that we believe to be reasonable under the  circumstances,  the results of which
form the basis for  making  judgments  about the  carrying  values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

         We believe the following critical  accounting  policies affect the more
significant  judgments and estimates used in the preparation of our consolidated
financial statements.  These judgments and estimates affect the reported amounts
of assets and  liabilities  and the  reported  amounts of revenues  and expenses
during the reporting  periods.  Changes to these  judgments and estimates  could
adversely affect the Company's future results of operations and cash flows.

                                       15
<PAGE>

         o    Long-Lived  assets.  Our long-lived assets consist  principally of
              the  nanomaterials  and  titanium  dioxide  pigment  assets,   the
              intellectual property (patents and patent applications) associated
              with them,  and a building.  At September  30, 2004,  the carrying
              value of these assets was $7,296,659,  or 44% of total assets.  We
              evaluate the carrying  value of  long-lived  assets when events or
              circumstances  indicate  that  an  impairment  may  exist.  In our
              evaluation,  we estimate the net undiscounted  cash flows expected
              to be generated by the assets, and recognize  impairment when such
              cash  flows  will be less  than the  carrying  values.  Events  or
              circumstances  that could  indicate  the  existence  of a possible
              impairment include  obsolescence of the technology,  an absence of
              market  demand for the  product,  and/or the  partial or  complete
              lapse of technology rights protection.

         o    Stock-Based  Compensation.  We have two stock  option  plans which
              provide for the issuance of common stock  options to employees and
              service  providers.  Although  Statement of  Financial  Accounting
              Standards   ("SFAS")   No.   123,   Accounting   for  Stock  Based
              Compensation,  encourages  entities  to  adopt a  fair-value-based
              method  of  accounting   for  stock  options  and  similar  equity
              instruments,  it also  allows  an  entity  to  continue  measuring
              compensation  cost for stock-based  compensation for employees and
              directors   using  the   intrinsic-value   method  of   accounting
              prescribed by Accounting  Principles Board ("APB") Opinion No. 25,
              Accounting  for Stock  Issued to  Employees.  We have  elected  to
              follow the accounting  provisions of APB 25 and to furnish the pro
              forma  disclosures  required  under  SFAS  123 for  employees  and
              directors, but we also issue warrants and options to non-employees
              that are recognized as expense when issued in accordance  with the
              provisions  of SFAS 123. We calculate  compensation  expense under
              SFAS 123 using a modified  Black-Scholes  option pricing model. In
              so doing, we estimate  certain key variables used in the model. We
              believe the estimates we use are appropriate and reasonable.

         o    Revenue  Recognition.  Revenue is generated from product sales and
              services  performed  under  contract.  Revenue is  recognized  for
              product sales at the time the  purchaser has accepted  delivery of
              the product and for services  when the service has been  performed
              and is billable in accordance  with contract  terms.  Based on the
              specific terms and conditions of each contract/grant, revenues may
              be recognized on a time and materials basis as costs are incurred,
              a percentage of completion  basis,  as stipulated  milestones  are
              achieved, or after final project reports are submitted.

         o    Overhead  Allocation.  Facilities  overhead,  which  is  comprised
              primarily of occupancy and related expenses, is initially recorded
              in general and administrative  expenses and then allocated monthly
              to  research  and  development  and cost of  sales  based on labor
              costs.

Results of Operations
---------------------

Three Months Ended  September 30, 2004 Compared to Three Months Ended  September
30, 2003
--------------------------------------------------------------------------------
         The net loss applicable to shareholders for the quarter ended September
30,  2004,  which  was the  third  quarter  of our  2004  fiscal  year,  totaled
$1,440,324  ($.03 per  share)  compared  to a net loss of  $1,745,485  ($.05 per
share) in the third quarter of 2003. The principal  factors  contributing to the
losses during these periods were the lack of substantial  revenue  combined with
the incurrence of operating expenses.
                                       16
<PAGE>

         Sales revenues in the third quarter of 2004 were as follows:

                                                          Sales Revenues
                                                        Three Months Ended
                                                         September 30,2004
                                                      ------------------------
                  Contract research:
                  ------------------
                     Western Oil Sands                       $ 101,003
                     Western Michigan University               153,576
                     TIMET                                      39,310
                     National Science Foundation                49,000
                                                      ------------------------
                                Subtotal                       342,889
                  Nanoparticle products                          4,018
                                                      ------------------------

                                 Total                       $ 346,907
                                                      ========================

         The revenues from contract  research work include $153,576 earned under
an agreement  with Western  Michigan  University  ("WMU") for research  services
involving  a  technology  used in the  detection  of  chemical,  biological  and
radiological  agents.  The  agreement  provides for total  payments to Altair of
$356,500 over a two-year  period through August 2005. In September 2004, we were
awarded a stage 2 contract for the project under which we will receive  $672,000
over a two-year period. We expect to generate approximately $198,000 of revenues
in connection with this contract during the fourth quarter of 2004.

         Contracted  services  revenues  also  includes  $101,003  received from
Western Oil Sands,  Inc. in  connection  with an agreement to license our Altair
Hydrochloride  Pigment  Process  (the  "AHPP")  for  its  possible  use  for the
production  of  titanium  dioxide  pigment and  pigment-related  products at the
Athabasca Oil Sands Project in Alberta, Canada, and elsewhere. Upon execution of
the agreement, we granted Western Oil Sands an exclusive, conditional license to
use the AHPP on heavy minerals  derived from oil sands in Alberta,  Canada.  The
agreement also  contemplates a three-phase,  five-year program pursuant to which
the parties will work together to further  evaluate,  develop and  commercialize
the AHPP. We expect to generate  approximately $90,000 of revenues in the fourth
quarter of 2004 in connection with this contract.

         During the quarter ended September 30, 2004, we also generated  $39,310
of revenues from TIMET in  connection  with an agreement to design and develop a
titanium oxide electrode  structure and provide TIMET  optimized  titanium oxide
feedstock  to produce 50 pounds of  titanium  metal per day in batch  production
demonstrations.  We expect to generate approximately $116,000 of revenues in the
fourth quarter of 2004 in connection with this contract.

         We also  generated  $49,000 of  revenues  under a grant  awarded by the
National  Science  Foundation to fund joint  development work on next generation
lithium  ion power  sources.  We expect to  generate  approximately  $51,000  of
revenues in the fourth quarter of 2004 in connection with this contract.

         In the third quarter of 2003, we generated  sales  revenues of $17,318,
which  consisted of $16,507 billed under the WMU contract and $811 from sales of
nanoparticle products.

         Gross  margin  in the third  quarter  of 2004 was  $53,222  on sales of
$346,907,  an improvement  over the second quarter 2004 gross margin of negative
$46,207  on sales of  $154,233.  This  change in margin is the  result of 1) the
addition of new  contracts,  2) changes in the mix of billable  contracts and 3)


                                       17
<PAGE>

redefining  billable work under the WMU contract to increase the hourly billable
rates and purchase  capital  assets  necessary to complete the work. Our margins
are generally  adversely  affected during 2004 as compared to earlier years by a
change in the method of recording  facilities  overhead  costs.  In prior years,
overhead costs were recorded as general and administrative  ("G&A") expenses and
remained in G&A. In 2004,  these overhead costs,  which totaled $127,000 for the
third  quarter of 2004,  are  allocated  between G&A,  research and  development
("R&D") and cost of sales.  This allocation  methodology was adopted in response
to a material  increase  in contract  services  revenues in 2004 and the need to
obtain cost  reimbursement  for these  overhead costs in future  contracts.  Our
existing  customer  contracts,  which are  principally  contract R&D work,  were
negotiated  with the goal of  providing  cost  reimbursement  and  little  or no
margin, but significant  potential for the development of valuable  intellectual
property.  As a result of this and the change in accounting for overhead  costs,
we expect that margins will be slightly positive or negative until we enter into
substantial  product sales and/or agreements to license our technologies  and/or
additional contract R&D work which provides better margins.

         We incur R&D expenses for development of new products and  intellectual
property and for contract research work that is billable to customers.  Contract
research  expenses are recorded as costs of sale when the customer is billed for
the work and revenue is recorded.  Consequently,  R&D expenses are  reflected in
both the  "Research  and  development"  and "Cost of sales"  lines in our income
statements.  In the third quarter of 2004, total R&D expenditures were $514,126,
with  $221,054  being  recorded in R&D and  $293,072  being  recorded in cost of
sales. In the third quarter of 2003, total R&D expenditures were $263,092,  with
$246,585 being recorded in R&D and $16,507 being recorded in cost of sales.  The
increase in total R&D expenditures of $251,034 from the third quarter of 2003 to
the third  quarter of 2004 is due to an increase in staffing and the  allocation
of  facilities  overhead  costs to R&D.  The  increase in R&D charged to cost of
sales of $276,565 from the third quarter of 2003 to the third quarter of 2004 is
the result of our entering into several new contract  research  agreements  with
customers. We expect our total R&D expenditures for the remainder of fiscal 2004
to remain at levels higher than those of fiscal 2003.

         Professional services,  which consist principally of legal,  consulting
and audit  expenses,  increased  by  $274,578,  from  $111,753  during the third
quarter of 2003,  to  $386,331  in the third  quarter of 2004.  Consulting  fees
increased by $134,000,  from $13,000 in the third quarter of 2003 to $147,000 in
the third quarter of 2004,  primarily as a result of consultants hired to assist
with  marketing and product  development in both the  performance  materials and
life sciences  divisions.  Legal expenses increased by $58,000,  from $79,000 in
the third  quarter of 2003 to $137,000 in the same quarter of 2004 due to patent
costs associated with performance  materials and life sciences  products,  and a
settlement  agreement  involving a  shareholder.  Audit  expenses  increased  by
$82,000, from $18,000 during the third quarter of 2003, to $100,000 in the third
quarter of 2004,  primarily as a result of compliance  costs associated with the
Sarbanes-Oxley Act.

         General and administrative  expenses increased by $47,882 from $584,937
in third quarter of 2003 to $632,819 in the third quarter of 2004.  Salaries and
related overhead costs increased by $109,000, from $314,000 in the third quarter
of 2003 to $423,000 in the third  quarter of 2004,  due to salary  increases and
the addition of five new employees.  Investor  relations  expenses  increased by
$227,000  from  $20,000 in the third  quarter of 2003 to  $247,000  in the third
quarter  of 2004 as a result of  programs  designed  to  increase  institutional
investor  ownership  of Altair  shares.  This  amount  includes  $178,000  which
represents  the value of Altair common  shares issued to a financial  advisor in
connection  with these  programs.  Technical  operating  expenses  increased  by
$66,000  from  $62,000 in 2003 to $128,000 in 2004 due  primarily  to  increased
product  sample  costs.  General  insurance  expense  increased  by $47,000 from

                                       18
<PAGE>

$51,000  in 2003 to  $98,000 in 2004 due to  increases  in rates and  coverages.
General office expenses  increased by $94,000 from $151,000 in the third quarter
of 2003 to  $245,000  in the  third  quarter  of 2004  primarily  as a result of
additional  purchases of office supplies,  increased  directors' fees and higher
occupancy costs for utilities and facilities  maintenance.  These increases were
partially  offset by $127,000 of facilities  overhead costs allocated to cost of
sales and R&D as explained in the gross margin  discussion  above.  In addition,
stock option  compensation  expense decreased by $362,000 from the third quarter
of 2003 to third quarter of 2004 as a result of a reduction in value of repriced
stock options.

         Interest  expense  decreased  by  $91,322,  from  $141,658 in the third
quarter of 2003 to $50,336 in the third quarter of 2004.  The decrease is due to
the payoff of our note payable to Doral 18, LLC in September 2003.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30,
2003
--------------------------------------------------------------------------------
        For the nine months ended September 30, 2004, the net loss applicable to
shareholders was $5,305,113  ($0.11 per share) compared to $4,573,542 ($0.13 per
share) for the same period of 2003.

        During the nine months ended  September 30, 2004, we generated  $634,028
of revenues  from contract  research work and $6,861 from sales of  nanoparticle
products as follows:

                                                         Sales Revenues
                                                        Nine Months Ended
                                                        September 30,2004
                                                      ----------------------

                  Contract research:
                  ------------------
                     Western Oil Sands                       $ 215,208
                     Western Michigan University               209,280
                     TIMET                                     114,310
                     National Science Foundation                49,000
                     Other                                      45,710
                                                      ------------------------
                                Subtotal                       634,028
                  Nanoparticle products                          6,861
                                                      ------------------------

                                 Total                       $ 640,889
                                                      ========================

        See "Three  Months  Ended  September  30, 2004  Compared to Three Months
Ended  September  30,  2003"  above  for  a  discussion  of  contract   research
agreements,  our revenue expectations for the fourth quarter of 2004 and factors
affecting gross margins.

        For the nine months ended  September  30, 2004,  total R&D  expenditures
were $1,419,248, with $815,881 being recorded in R&D and $603,367 being recorded
in cost of sales.  For the nine  months  ended  September  30,  2003,  total R&D
expenditures  were  $679,749,  with $661,766  being  recorded in R&D and $17,983
being  recorded  in cost of sales.  The  increase in total R&D  expenditures  of
$739,499 from the nine months ended  September 30, 2003 to the nine months ended
September  30,  2004  is due to an  increase  in  staffing,  the  allocation  of
facilities overhead costs to R&D and animal testing costs for RenaZorb(TM).  The
increase in R&D charged to cost of sales of $585,384  from the nine months ended
September 30, 2003 to the nine months ended  September 30, 2004 is the result of
our entering into several new contract research agreements with customers.

                                       19
<PAGE>

        Professional  services  increased by $664,348,  from $453,319 during the
nine months ended  September  30, 2003 to $1,117,667 in the same period of 2004.
Accounting  fees  increased by  $116,000,  from $96,000 in the nine months ended
September 30, 2003 to $212,000 in the comparable  period of 2004, as a result of
compliance  costs  associated  with  the  Sarbanes-Oxley   Act.  Legal  expenses
increased by $174,000, from $238,000 in the nine months ended September 30, 2003
to $412,000 in the  comparable  period of 2004,  due primarily to legal expenses
for work associated with contract  research  agreements,  preparation of a shelf
registration  statement for our common  shares,  legal costs  associated  with a
shareholder  proposal and other issues  involving a shareholder.  Legal expenses
also increased as a result of patent costs associated with performance materials
and life sciences products. Consulting fees increased by $374,000 as a result of
consultants  hired to assist with marketing and product  development in both the
performance  materials and life sciences  divisions.  Included in this amount is
$168,000 of non-cash  expense  representing  the value of options granted to the
service providers.

        General  and   administrative   expenses   increased  by  $835,789  from
$1,741,825 in the nine months ended September 30, 2003 to $2,577,614 in the same
period of 2004.  Salaries and related  overhead costs increased by $426,000 from
$937,000 in the nine months ended  September  30, 2003 to $1,363,000 in the nine
months  ended  September  30,  2004 due to  salary  increases,  bonuses  and the
addition  of five  new  employees.  Investor  relations  expenses  increased  by
$643,000 from  $144,000 in the nine months ended  September 30, 2003 to $787,000
in the nine months ended  September 30, 2004,  primarily as a result of programs
designed to increase  institutional  investor  ownership of Altair shares.  This
amount includes a non-cash charge of $78,000 for the value of options granted to
service  providers  and  $178,000  for the  value of common  shares  issued to a
service  provider.  Investor  relations  expenses  for  the  nine  months  ended
September 30, 2004 also includes a non-cash  charge of $235,000 for the value of
common shares issued to a shareholder in connection with a settlement  agreement
involving  certain  issues raised by the  shareholder.  Shareholder  information
expenses  increased by $45,000  from $65,000 in the nine months ended  September
30, 2003 to $110,000 in the nine months ended  September  30, 2004 due to annual
report printing and mailing costs;  the number of shareholders  owning our stock
increased  substantially in 2004. General insurance expense increased by $68,000
from  $112,000  in 2003 to  $180,000  in 2004  due to  increases  in  rates  and
coverages.  General office  expenses  increased by $239,000 from $382,000 in the
nine months  ended  September  30,  2003 to  $621,000  in the nine months  ended
September  30, 2004  primarily  as a result of  additional  purchases  of office
supplies  and  equipment,   increased  travel  and  increased  directors'  fees.
Technical  operating  expenses  increased  by $82,000  from  $103,000 in 2003 to
$185,000  in 2004  due  primarily  to  increased  product  sample  costs.  These
increases  were  partially  offset by  $297,000  of general  and  administrative
overhead  costs  allocated to R&D as  explained  in the gross margin  discussion
above and a decrease  in stock  option  compensation  expense of  $409,000  as a
result of a reduction in value of repriced stock options.

        Interest expense decreased by $262,218, from $407,950 in the nine months
ended  September  30, 2003 to $145,732 in the nine months  ended  September  30,
2004.  The decrease is due to the payoff of our note payable to Doral 18, LLC in
September 2003.

Forward-Looking Statements
--------------------------

         This   Quarterly   Report  on  Form  10-Q  (this   "Report")   contains
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended.  Such statements can be identified by the use of the forward-looking
words  "anticipate,"   "estimate,"  "project,"  "likely,"  "believe,"  "intend,"
"expect,"  or similar  words.  These  statements  discuss  future  expectations,
contain  projections  regarding future  developments,  operations,  or financial

                                       20
<PAGE>

conditions,  or state  other  forward-looking  information.  Statements  in this
report  regarding the ability of the Company to raise working capital  necessary
to fund our operations,  development of the  nanomaterials  and titanium dioxide
pigment  processing  technology and assets (including for  pharmaceutical  use),
licensing of that technology for  pharmaceutical or other uses, and other future
activities  are  forward-looking  statements.  You should  keep in mind that all
forward-looking  statements  are based on  management's  existing  beliefs about
present and future events  outside of  management's  control and on  assumptions
that may prove to be incorrect.

         Among the key factors that may have a direct  bearing on the  Company's
operating results are various risks and uncertainties including, but not limited
to, the following:

         o    To  date,  we  have  not  generated   substantial   revenues  from
              operations.  As of September 30, 2004, we have generated  $981,781
              of revenues from our  nanomaterials  and titanium  dioxide pigment
              technology  and  $28,270  from the use of our  Centrifugal  Jig in
              consulting  contracts.  Although we currently  have  approximately
              $1,332,000   in   unfulfilled   contractual   commitments,    such
              commitments  primarily  relate to our  provision  of research  and
              development  services  or to sales of  products  for  experimental
              purposes.  We have no sales or other  commitments  with respect to
              on-going  revenues  from our  nanomaterials  and titanium  dioxide
              pigment  technology and can provide no assurance that we will ever
              generate significant revenues.

         o    As of November  10, 2004,  we had $8.3 million in cash,  an amount
              sufficient to fund our ongoing  operations until December 31, 2005
              at current working capital expenditure levels. However, we may use
              our existing  capital sooner than projected in connection  with an
              unanticipated transaction,  litigation or another unplanned event.
              We may also use more  capital  than  projected  as we  expand  our
              research,  development and marketing efforts. Unless we experience
              a  significant   increase  in  revenue,  we  will  need  to  raise
              significant  amounts of additional  capital in the future in order
              to sustain our ongoing operations, continue unfinished testing and
              additional  development  work and, if certain of our products have
              been commercialized, produce and market such products.

         o    The market price of our common stock,  like that of the securities
              of other early stage companies,  may be highly volatile. Our stock
              price may change  dramatically as the result of  announcements  of
              our quarterly  results,  new products or  innovations by us or our
              competitors,   uncertainty   regarding   the   viability   of  the
              nanomaterials and titanium dioxide pigment technology, significant
              customer  contracts,  significant  litigation  or other factors or
              events  that  could  affect  our  business,  financial  condition,
              results of  operations  and future  prospects.  In  addition,  the
              market  price for our  common  stock may be  affected  by  various
              factors not directly related to our business or future  prospects,
              including the following:

              (1) Intentional  manipulation  of our stock  price by  existing or
                  future shareholders;

              (2) A  single  acquisition  or  disposition,  or  several  related
                  acquisitions or dispositions, of a large number of our shares;

              (3) The  interest of the market in our  business  sector,  without
                  regard to our  financial  condition,  results of operations or
                  business prospects;

                                       21
<PAGE>
              (4) Positive  or  negative  statements  or  projections  about our
                  company, or our industry,  by analysts,  stock gurus and other
                  persons;

              (5) The adoption of governmental  regulations or government  grant
                  programs  and  similar  developments  in the United  States or
                  abroad that may  enhance or detract  from our ability to offer
                  our products and services or affect our cost structure;

              (6) Economic and other external market factors,  such as a general
                  decline in market  prices due to poor  economic  indicators or
                  investor distrust; and

              (7) Speculation  by short  sellers  of our  common  stock or other
                  persons who stand to profit from a rapid  increase or decrease
                  in the price of our common stock.


         o    Because of our relatively small size and limited resources,  we do
              not plan to use our titanium processing technology for large-scale
              production of titanium dioxide pigments. We have, however, entered
              into  discussions  with various  minerals and materials  companies
              about  licensing our  technology to such entities for  large-scale
              production of titanium dioxide pigments.  We have not entered into
              any long-term licensing  agreements with respect to the use of our
              titanium  processing  technology  for  large-scale  production  of
              titanium  dioxide  pigments and can provide no  assurance  that we
              will be able to enter  into any such  agreement.  Even if we enter
              into such an agreement,  we would not receive significant revenues
              from such license  until  feasibility  testing is complete and, if
              the  results  of  feasibility  testing  were  negative,  would not
              receive significant revenues at any time.

         o    In the  short  run,  we also plan to use the  titanium  processing
              technology  to produce  TiO2  nanoparticles  and/or to license the
              technology to others.  TiO2  nanoparticles  and other  products we
              intend  to  initially   produce   with  the  titanium   processing
              technology,  such  as  nano-sized  lithium  titanate  for  use  in
              batteries  or  other  nanoparticles  for use in  titanium  metals,
              dental applications or detection of radiological agents, generally
              must  be  customized  for  a  specific   application   working  in
              cooperation   with   manufacturers   of  products   utilizing  the
              nanoparticles  and end users. We are still testing and customizing
              our TiO2 nanoparticle  products for various  applications and have
              no agreements with research partners, manufacturers,  customers or
              others under which any such person has agreed to purchase, license
              or  otherwise  pay  significant  fees to Altair with  respect to a
              nanoparticle application of our technology.  We may never generate
              significant  revenues  producing,  or licensing our technology for
              the production of, TiO2 or other nanoparticles.

         o    We do not presently  have the technical or financial  resources to
              conduct clinical tests on, and take to market,  any pharmaceutical
              application   of  our   titanium   and   nanoparticle   processing
              technology.  In  order  for us to get any  significant,  long-term
              benefit  from  any  potential  pharmaceutical  application  of our
              technology, the following must occur:

              (1) We must enter into an evaluation  license or similar agreement
                  with a  pharmaceutical  company under which such company would
                  pay a fixed or  contingent  fee for the  right to  evaluate  a
                  pharmaceutical  use of our technology for a specific period of
                  time and for an option to  purchase  or receive a license  for
                  such use of our technology;

                                       22
<PAGE>

              (2) Clinical tests conducted by such pharmaceutical  company would
                  have to indicate that the pharmaceutical use of our technology
                  is safe, technically viable and financially viable;

              (3) Such pharmaceutical company would have to apply for and obtain
                  FDA approval of the pharmaceutical  use of our technology,  or
                  any related products, which would involve extensive additional
                  testing; and

              (4) Such pharmaceutical  company would have to successfully market
                  the product incorporating our technology.

         o    The  products we intend to  initially  produce or license with the
              titanium and nanoparticle  processing technology generally must be
              customized for a specific  application working in cooperation with
              the end user. We are still testing and customizing our prospective
              products,  including  Nanocheck(TM) and our drug delivery systems,
              for various applications and have no long-term agreements with end
              users to  purchase  any of our  nanoparticle  products.  We may be
              unable to recoup our  investment in the titanium and  nanoparticle
              processing  technology  and titanium and  nanoparticle  processing
              equipment for various reasons, including the following:

              (1) Products being developed by our potential customers that could
                  use  our  nanoparticle  products,  most  of  which  are in the
                  research or  development  stage,  may not be completed  or, if
                  completed, may not be readily accepted by expected end users;

              (2) Even if our potential  customers  complete  development of and
                  find a market for their products, such potential customers may
                  determine to use nanoparticle  products of our competitors for
                  various reasons, including:

                  o   We may be unable to customize our nanoparticle products to
                      meet the distinct needs of potential customers;

                  o   Potential  customers may purchase from competitors because
                      of   perceived   or  actual   quality   or   compatibility
                      differences; and

                  o   Our marketing and branding  efforts may be insufficient to
                      attract a sufficient number of customers; and

              (3) Because of our limited  funding,  we may be unable to continue
                  our   development   efforts   until  a   strong   market   for
                  nanoparticles develops

         o    We regard our intellectual property,  particularly our proprietary
              rights in our titanium and nanoparticle processing technology,  as
              critical to our success.  We have received  various  patents,  and
              filed other  patent  applications,  for various  applications  and
              aspects of our titanium and nanoparticle processing technology and
              other intellectual  property. In addition, we generally enter into
              confidentiality  and invention  agreements  with our employees and
              consultants.   Such  patents  and  agreements  and  various  other
              measures we take to protect our intellectual  property from use by
              others may not be effective  for various  reasons,  including  the
              following:

              (1) Our pending patent applications may not be granted for various
                  reasons, including the existence of similar patents or defects
                  in the applications;

                                       23
<PAGE>

              (2) The  patents  we  have  been   granted   may  be   challenged,
                  invalidated or circumvented  because of the  pre-existence  of
                  similar patented or unpatented intellectual property rights or
                  for other reasons;

              (3) Parties to the  confidentiality  and invention  agreements may
                  have such agreements  declared  unenforceable  or, even if the
                  agreements are enforceable, may breach such agreements;

              (4) The costs associated with enforcing  patents,  confidentiality
                  and invention agreements or other intellectual property rights
                  may make aggressive enforcement cost prohibitive;

              (5) Even if we enforce our rights aggressively, injunctions, fines
                  and other penalties may be insufficient to deter violations of
                  our intellectual property rights; and

              (6) Other   persons   may   independently    develop   proprietary
                  information  and  techniques   that,   although   functionally
                  equivalent  or  superior  to  our   intellectual   proprietary
                  information  and  techniques,  do not breach our  patented  or
                  unpatented proprietary rights.

              Because  the  value of our  company  and  common  shares is rooted
              primarily in our proprietary  intellectual  property  rights,  our
              inability to protect our proprietary  intellectual property rights
              or gain a  competitive  advantage  from such  rights  could have a
              material adverse effect on our business.

              In addition, we may inadvertently be infringing on the proprietary
              rights of other persons and may be required to obtain  licenses to
              certain  intellectual  property or other  proprietary  rights from
              third parties. Such licenses or proprietary rights may not be made
              available under  acceptable  terms, if at all. If we do not obtain
              required licenses or proprietary rights, we could encounter delays
              in product  development  or find that the  development  or sale of
              products requiring such licenses is foreclosed.

         o    We have  determined to dispose of the Tennessee  mineral  property
              and expect such  disposition  to take place during 2005. We do not
              expect to receive significant value for the project's assets, even
              if they are sold,  and  believe  that  costs  associated  with the
              disposition  transaction  will equal or exceed  proceeds to Altair
              from  the  disposition  transaction.  We will not be able to begin
              remediation work of the Tennessee mineral property until after the
              remediation   plan  is  approved  by  the  applicable   regulatory
              authorities,  and costs of  remediation  are uncertain  until such
              plan approval is obtained and the scope of the work is determined.

         The foregoing factors represent only a sampling of the most significant
of the risks associated with an investment in the Company.

         In addition to the foregoing,  we have included additional risk factors
and  other  cautionary  statements  contained  in our  other  filings  with  the
Securities and Exchange Commission, including our Annual Report on Form 10-K for
the year ended  December 31, 2003. We recommend  that you review such  documents
prior to investing in our common shares.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         We do not have any derivative  instruments,  commodity instruments,  or
other  financial  instruments  for trading or speculative  purposes,  nor are we
presently  at material  risk for changes in interest  rates on foreign  currency
exchange rates.
                                       24
<PAGE>

Item 4.       Controls and Procedures

         (a) Based on the evaluation of our "disclosure controls and procedures"
(as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e))
required by paragraph (b) of Rules 13a-15 or 15d-15, our president and our chief
financial  officer have concluded that, as of September 30, 2004, our disclosure
controls and procedures were effective.

         (b) We are not presently  required to conduct quarterly  evaluations of
our internal control over financial reporting pursuant to paragraph (d) of Rules
13a-15 or 15d-15  promulgated  under the Exchange Act. We are,  however,  in the
process  of  designing,   evaluating  and  implementing   internal  controls  in
anticipation  of the  date  when  we will  become  subject  to  such  evaluation
requirements.

                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

During the quarter ended  September 30, 2004, we issued 100,000 common shares to
a service provider in return for investor relations services. Such common shares
will be offered and sold in reliance  upon the exemption for sales of securities
not involving a public offering,  as set forth in Section 4(2) of the Securities
Act and Rule 506 promulgated  under the Securities Act based upon the following:
(a)  the  investor  represents  and  warrants  to  the  Company  that  it  is an
"accredited  investor," as defined in Rule 501 of Regulation D promulgated under
the  Securities  Act and has  such  background,  education,  and  experience  in
financial and business matters as to be able to evaluate the merits and risks of
an  investment  in the  securities;  (b) there is no public  offering or general
solicitation  with  respect  to the  offering;  the  investor  is  any  existing
shareholder  of the Company and the investor  represents and warrants that it is
acquiring  the  securities  for  its own  account  and not  with  an  intent  to
distribute  such  securities;  (c) the  investor  is  provided  with an offering
summary,  a copy of the most  recent  Annual  Reports  on Form  10-K,  Quarterly
Reports  on Form 10-Q and  Current  Reports on Form 8-K of the  Company  and all
other information requested by the investor with respect to the Company, (d) the
investor  acknowledges  that all  securities  being  purchased  are  "restricted
securities"  for purposes of the  Securities  Act,  and agrees to transfer  such
securities  only in a transaction  registered  with the SEC under the Securities
Act or exempt from  registration  under the Securities  Act; and (e) a legend is
placed on the certificates and other documents  representing  each such security
stating that it is  restricted  and could only be  transferred  if  subsequently
registered under the Securities Act or transferred in a transaction  exempt from
registration under the Securities Act.

Item 5. Other Information

On November 10, 2004 we entered into  employment  agreements with certain of our
executive officers and other employees,  including Mr. Douglas Ellsworth, Senior
Vice President,  and Mr. Edward Dickinson,  Chief Financial Officer. Each of the
agreements are 18 months in duration and provide for base  salaries,  bonuses at
the discretion of the board of directors, standard company benefits available to
all  employees  and  severance  payments  equal to base salary plus COBRA health
insurance  premiums for a nine-month period in the event of early termination by
the Company without cause.  The base salary for Mr.  Ellsworth is $125,000,  and
the base salary for Mr.  Dickinson  is  $115,000.  The  agreements  also contain
non-compete and  non-solicitation  covenants on the part of the executives while
they are employed by the Company and during a period of 12-24  months  following
the termination of employment.

                                       25
<PAGE>

On August 16,  2004,  we entered  into an  employment  agreement  with Dr.  Alan
Gotcher, our new Chief Executive Officer. The agreement is 24 months in duration
(subject  to an option on the part of the  Company to extend  for an  additional
year) and provides for base salaries,  bonuses at the discretion of the board of
directors,  standard company  benefits  available to all employees and severance
payments  equal to base  salary  plus  COBRA  health  insurance  premiums  for a
nine-month  period  in the event of early  termination  by the  Company  without
cause.  The base salary for Dr.  Gotcher is $275,000.  In addition,  the Company
granted Dr. Gotcher an option to purchase, during a ten-year term, up to 300,000
shares of common stock of the Company at an exercise  price equal to the closing
price of such shares on August 16, 2004. Such option is subject to vesting based
upon the market price of the Company's common stock. The agreement also contains
non-compete and  non-solicitation  covenants on the part of Dr. Gotcher while he
is  employed  by the  Company  and  during a period of 12 months  following  the
termination of his employment.


Item 6.  Exhibits

         See Exhibit Index attached hereto.




                                       26
<PAGE>




                                   SIGNATURES

         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.


                            Altair Nanotechnologies Inc.


November 15, 2004           By:  /s/ Alan J. Gotcher
-----------------                -----------------------------------------------
          Date                   Alan J. Gotcher, Chief Executive Officer


November 15, 2004           By:  /s/ Edward H. Dickinson
-----------------                -----------------------------------------------
          Date                   Edward H. Dickinson, Chief Financial Officer



                                       27
<PAGE>

<TABLE>
<CAPTION>

                                  EXHIBIT INDEX

  Exhibit No.                          Exhibit                           Incorporated by Reference/Filed Herewith
----------------  ---------------------------------------------------    ---------------------------------------------
<S>               <C>                                                    <C>
     10.1         Employment Agreement of Douglas Ellsworth              Filed herewith
     10.2         Employment Agreement of Edward Dickinson               Filed herewith
     10.3         Employment Agreement of Alan J. Gotcher, Ph.D.         Filed herewith
     31.1         Section 302 Certification of Chief Executive
                  Officer                                                Filed herewith
     31.2         Section 302 Certification of Chief Financial
                  Officer                                                Filed herewith
     32.1         Section 906 Certification of Chief Executive
                  Officer                                                Filed herewith
     32.2         Section 906 Certification of Chief Financial
                  Officer                                                Filed herewith
</TABLE>







                                       28