SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

Quarterly Report Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

______________________________________________________

For Quarter Ended

Commission file number

March 31, 2009

0-5534

BALDWIN & LYONS, INC.

(Exact name of registrant as specified in its charter)

INDIANA

35-0160330

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification Number)

1099 North Meridian Street, Indianapolis, Indiana

46204

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (317) 636-9800

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, and (2) has been subject to such filing requirements for the past 90 days.

Yes

No___

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

Large accelerated filer ____

Accelerated filer

Non-accelerated filer ____

Small Reporting Company ____

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ____ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of May 1, 2009:

TITLE OF CLASS

NUMBER OF SHARES OUTSTANDING

Common Stock, No Par Value:

Class A (voting)

2,623,109

Class B (nonvoting)

12,109,878

Index to Exhibits located on page 15.

PART I – FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

Baldwin & Lyons, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except per share data)

(Unaudited)

March 31

December 31

2009

2008

Assets

Investments:

Fixed maturities

353,791

364,280

Equity securities

55,968

63,200

Limited partnerships

58,595

59,864

Short-term

18,280

33,820

486,634

521,164

Cash and cash equivalents

37,454

16,657

Accounts receivable

29,167

29,701

Reinsurance recoverable

161,458

159,989

Notes receivable from employees

2,121

2,199

Deferred federal income taxes

13,983

10,590

Other assets

34,912

37,443

765,729

777,743

Liabilities and shareholders' equity

Reserves for losses and loss expenses

377,876

389,558

Reserves for unearned premiums

20,140

17,183

Short term borrowings

9,000

9,000

Accounts payable and accrued expenses

31,148

29,938

Current federal income taxes

1,916

1,997

440,080

447,676

Shareholders' equity:

Common stock-no par value

629

631

Additional paid-in capital

46,117

46,312

Unrealized net gains on investments

14,459

19,410

Retained earnings

264,444

263,714

325,649

330,067

765,729

777,743

See notes to condensed consolidated financial statements.

Baldwin & Lyons, Inc. and Subsidiaries
Unaudited Consolidated Statements of Operations

(in thousands, except per share data)

	Three Months Ended
	March 31
	2009			2008
Revenues
Net premiums earned	$	44,164		$	45,087
Net investment income		3,259			4,200
Net realized losses on investments		(1,232	)		(13,575	)
Commissions and other income		1,569			1,301
		47,760			37,013
Expenses
Losses and loss expenses incurred		23,888			29,461
Other operating expenses		16,916			15,640
		40,804			45,101
Income (loss) before federal income taxes		6,956			(8,088	)
Federal income taxes (benefits)		1,515			(3,480	)
Net income (loss)	$	5,441		$	( 4,608	)

Per share data:
Basic and diluted earnings	$	.37		$	(.30	)

Dividends paid to shareholders	$	.25		$	.25


Average shares outstanding - basic and diluted		14,767			15,243

See notes to condensed consolidated financial statements.

Baldwin & Lyons, Inc. and Subsidiaries
Unaudited Consolidated Statements of Cash Flows

(dollars in thousands)

	Three Months Ended
	March 31
	2009			2008

Net cash used in operating activities	$	(1,582	)	$	(6,274	)
Investing activities:
Purchases of long-term investments		(41,502	)		(149,244	)
Proceeds from sales or maturities
or long-term investments		53,408			115,821
Net sales of short-term investments		15,541			23,815
Other investing activities		(494	)		1,379
Net cash provided by (used in) investing activities		26,953			(8,229	)
Financing activities:
Dividends paid to shareholders		(3,694	)		(3,811	)
Cost of treasury stock		(880	)		—
Net cash used in financing activities		(4,574	)		(3,811	)
Increase (decrease) in cash and cash equivalents		20,797			(18,314	)
Cash and cash equivalents at beginning of period		16,657			82,137
Cash and cash equivalents at end of period	$	37,454		$	63,823

See notes to condensed consolidated financial statements.

Notes to Condensed Unaudited Consolidated Financial Statements

(dollars in thousands)

(1)Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the year ended December 31, 2009. Interim financial statements should be read in conjunction with the Company’s annual audited financial statements and other disclosures included in the Company’s most recent Form 10-K.

(2) Net Gains (Losses) on Investments: Amounts reported as net gains (losses) on investments consist of three components: (1) net gains or losses realized upon the actual sale of investments managed directly by the Company’s investment managers, (2) equity in earnings or losses of investments in limited partnerships and (3) “other-than-temporary impairment” adjustments.

The Company accounts for investments in limited partnerships using the equity method of accounting, which requires an investor in a limited partnership to record its proportionate share of the limited partnership’s net income. To the extent that the limited partnership investees include both realized and unrealized investment gains or losses in the determination of net income or loss, then the Company would also recognize, through its income statement, its proportionate share of the investee’s unrealized as well as realized investment gains or losses. The Company invests in limited partnerships that include both realized and unrealized investment gains or losses in the determination of their net income. Readers are cautioned that inclusion of such unrealized gains is not consistent with the recognition of temporary valuation changes of equity and debt securities that are directly owned and held for sale and may result in significant fluctuations in quarterly amounts reported under this caption. In addition, because of inherent time lags in receiving valuation reports from certain limited partnership investees, the Company must often rely on estimations of valuation changes for the most recent month or quarter ended on the reporting date. To the extent that the actual valuations subsequently reported differ from estimates utilized, the differences are included in gains or losses from investments in the quarter reported to the Company.

Following is a summary of the components of net losses on investments for the periods presented in the accompanying statements of operations.

	Three Months Ended
	March 31
	2009			2008
Realized net gains (losses) on the disposal of securities	$	(316	)	$	(1,578	)
Equity in earnings (losses) of limited partnership
investments (realized and unrealized)		(1,266	)		(11,991	)
Impairment:
Write-downs based upon objective criteria		(667	)		(16	)
Recovery of prior write-downs upon sale or disposal		1,017			10
Totals	$	(1,232	)	$	(13,575	)

Notes to Condensed Unaudited Consolidated Financial Statements (continued)

The net losses from limited partnerships for the quarter ending March 31, 2009 include an estimated $4.2 million of unrealized losses reported to the Company as part of the operations of the various limited partnerships. Shareholders’ equity at March 31, 2009 includes approximately $7.4 million, net of deferred federal income taxes, of earnings undistributed by limited partnerships.

(3) Reinsurance: The following table summarizes the Company’s transactions with reinsurers for the 2009 and 2008 comparative periods.

	2009		2008
Quarter ended March 31:
Premiums ceded to reinsurers	$	11,953	$	9,176
Losses and loss expenses ceded to reinsurers		9,376		171
Commissions from reinsurers		853		644

(4) Comprehensive Income or Loss: Net comprehensive income for the quarter ended March 31, 2009 was $154 and compares to net comprehensive loss of $7,598 for the quarter ended March 31, 2008.

(5) Reportable Segments: The Company has two reportable business segments in its operations: property and casualty insurance and property reinsurance. The property and casualty insurance segment provides multiple line insurance coverage primarily to fleet transportation companies as well as to independent contractors who contract with fleet transportation companies. In addition, personal automobile products are provided to individuals. The property reinsurance segment accepts cessions from other insurance companies as well as retrocessions from selected reinsurance companies, principally reinsuring against catastrophes.

The following table provides certain revenue and profit and loss information for each reportable segment. All amounts presented are computed based upon U.S. generally accepted accounting principles. Segment profit for property and casualty insurance includes the direct marketing agency operations conducted by the parent company for this segment and is computed after elimination of inter-company commissions.

	2009						2008
	Direct and Assumed Premium Written		Net Premium Earned		Segment Profit (Loss)		Direct and Assumed Premium Written		Net Premium Earned		Segment Profit (Loss)
Three months ended March 31:
Property and Casualty Insurance	$	49,236	$	34,976	$	5,501	$	47,865	$	37,277	$	1,026
Property Reinsurance		9,839		9,188		3,275		8,015		7,810		3,746
Totals	$	59,075	$	44,164	$	8,776	$	55,880	$	45,087	$	4,772

Notes to Condensed Unaudited Consolidated Financial Statements (continued)

The following table reconciles reportable segment profit to the Company’s consolidated income (loss) before federal income taxes, respectively.

	Three Months Ended
	March 31
	2009			2008
Profit:
Underwriting gain	$	8,776		$	4,772
Net investment income		3,259			4,200
Net losses on investments		(1,232	)		(13,575	)
Corporate expenses		(3,847	)		(3,485	)
Income (loss) before federal income taxes	$	6,956		$	(8,088	)

Segment profit includes both net premiums earned and fees and other income.

Management does not identify or allocate assets to reportable segments when evaluating segment performance and depreciation expense is not material for any of the reportable segments.

(6) Shareholders’ Equity: During the first three months of 2009, the Company purchased 53,373 shares of the Company’s Class B common stock in the open market for $880 ($16.48 average price per share).

(7) Loans to Employees: In 2000 through 2002, the Company provided loans to certain employees for the sole purpose of purchasing the Company’s Class B common stock in the open market. Principal and interest totaling $2,121 relating to such loans remains outstanding at March 31, 2009 and carry interest rates of between 4.75% and 6%, payable annually on the loan anniversary date. The underlying securities serve as collateral for these loans, which must be repaid no later than 10 years from the date of issue. No additional loans will be made under this program.

(8) Debt: The Company has $9,000 outstanding as of both March 31, 2009 and December 31, 2008, under the Company’s revolving line of credit at variable interest rates detailed below. The Company has $11,000 remaining unused under the revolving line of credit. The $9,000 of borrowings was used principally for treasury stock repurchases.

Description	Maturity	March 31, 2009	December 31, 2008	Interest Rate
Revolving line of credit	June 23, 2011	$ 5,000,000	$ 5,000,000	1.02%
Revolving line of credit	June 23, 2011	4,000,000	4,000,000	4.03%

Total Debt				$ 9,000,000		$ 9,000,000

(9) Taxes: As of March 31, 2009, the Company’s 2005 and subsequent tax years remain subject to examination by the IRS.

Notes to Condensed Unaudited Consolidated Financial Statements (continued)

(10) Fair Value: In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement No. 157, Fair Value Measurements (“SFAS No. 157”), which provides a common definition of fair value and establishes a framework to make the measurement of fair value more consistent and comparable. SFAS No. 157 also requires expanded disclosures about (1) the extent to which companies measure assets and liabilities at fair value, (2) the methods and assumptions used to measure fair value and (3) the effect of fair value measures on earnings. The Company adopted SFAS 157, effective January 1, 2008 for financial assets and liabilities. The adoption of the provisions related to certain non-financial assets and liabilities had no impact on the financial position or results of operations at January 1, 2009. Beginning January 1, 2008, assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value.

The following table summarizes fair value measurements by level at March 31, 2009 for assets measured at fair value on a recurring basis:

Description	Total	Level 1	Level 2	Level 3
Fixed maturities	$ 353,791	$ -	$ 353,791	$ -
Equity securities	55,968	55,968	-	-
Short term	18,280	3,149	15,131	-
Cash equivalents	46,539	-	46,539	-
	$ 474,578	$ 59,117	$ 415,461	$ -

Level inputs, as defined by FAS 157, are as follows:

Level Input:		Input Definition:
Level 1		Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.
Level 2		Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date.
Level 3		Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

The Company generally experiences positive cash flow from operations resulting from the fact that premiums are collected on insurance policies in advance of the disbursement of funds in payment of claims. Operating costs of the property/casualty insurance subsidiaries, other than loss and loss expense payments and commissions paid to related agency companies, generally average less than 30% of premiums earned and the remaining amount is available for investment for varying periods of time pending the settlement of claims relating to the insurance coverage provided. The Company’s cash flow relating to premiums is significantly affected by reinsurance programs in effect from time-to-time whereby the Company cedes both premium and risk to other insurance and reinsurance companies. These programs vary significantly among products. For the first three months of 2009, the Company experienced negative cash flow from operations totaling $1.6 million which compares to negative cash flow from operations of $6.3 million generated during the first three months of 2008. The $4.7 million improvement in cash flow from the 2008 period is primarily due to higher gross premiums received, the timing of reinsurance payable payments and other payments. These increases were partially offset by a $9.1 million increase in loss payments related to the settlement of several large claims during the quarter.

For several years, the Company’s investment philosophy has emphasized the purchase of relatively short-term instruments with maximum quality and liquidity. The average life of the Company’s fixed income (bond and short-term investment) portfolio was 2.5 years at March 31, 2009, which is substantially shorter than to the Company’s liability duration.

Financing activity for the first three months of 2009 included regular dividend payments of $3.7 million ($.25 per share), and the purchase of $.9 million of the Company’s common stock on the open market under the Company’s previously announced stock repurchase program.

The Company’s assets at March 31, 2009 included $46.5 million in investments classified as cash equivalents that were readily convertible to cash without significant market penalty. An additional $183.5 million of fixed maturity investments will mature within the twelve-month period following March 31, 2009. The Company believes that these liquid investments are more than sufficient to provide for projected claim payments and operating cost demands.

Consolidated shareholders’ equity is composed largely of GAAP shareholders’ equity of the insurance subsidiaries. As such, there are statutory restrictions on the transfer of portions of this equity to the parent holding company. At March 31, 2009, $44.3 million may be transferred by dividend or loan to the parent company during the remainder of 2009 without approval by, or prior notification to, regulatory authorities. An additional $200.3 million of shareholder’s equity of the insurance subsidiaries could, theoretically, be advanced or loaned to the parent holding company with prior notification to, and approval from, regulatory authorities, although it is unlikely that transfers of this size would be practical. The Company believes that these restrictions pose no material liquidity concerns to the Company. The Company also believes that the financial strength and stability of the subsidiaries would permit ready access by the parent company to short-term and long-term sources of credit. The parent company had cash and marketable securities valued at $3.1 million at March 31, 2009.

The Company’s annualized premium writing to surplus ratio for the first three months of 2009 was approximately 44%. Regulatory guidelines generally allow for writings of at least 100% of surplus. Accordingly, the Company could increase premium writings significantly with no need to raise additional capital. Further, the insurance subsidiaries’ individual capital levels are

several times higher than the minimum amounts designated by the National Association of Insurance Commissioners.

Results of Operations

Comparisons of First Quarter, 2009 to First Quarter, 2008

Net premiums earned during the first quarter of 2009 decreased $.9 million (2.0%) as compared to the same period of 2008. The Company’s property and casualty insurance and property reinsurance segments reported decreases of 6.2% and increases of 17.6%, respectively. These changes are in line with expectations and result from the continuing expansion of property reinsurance activities and continued highly competitive market conditions and increased utilization of reinsurance for products in the property and casualty insurance segment. The following table provides information regarding premiums written and earned for major product lines for the quarter ended March 31:

	2009
	Direct and Assumed Premium Written	Net Premium Written	Net Premium Earned
Property and Casualty Insurance
Fleet Transportation	$ 40,370	$ 29,135	$ 29,503
Private Passenger Automobile	8,723	8,658	5,289
Residual Market and All Other	143	142	184
	49,236	37,935	34,976
Property Reinsurance	9,839	9,188	9,188
Totals	$ 59,075	$ 47,123	$ 44,164

	2008
Property and Casualty Insurance
Fleet Transportation	$ 40,690	$ 31,187	$ 31,364
Private Passenger Automobile	7,093	6,995	5,829
Residual Market and All Other	82	82	84
	47,865	38,264	37,277
Property Reinsurance	8,015	7,810	7,810
Totals	$ 55,880	$ 46,074	$ 45,087

Premium ceded to reinsurers on insurance business written by the property and casualty insurance segment averaged 24.3% of premium production for the current quarter compared to 19.2% a year earlier, reflecting the overall increased utilization of both facultative and treaty reinsurance.

Net investment income, before tax, during the first quarter of 2009 was 22.4% lower than the first quarter of 2008 due primarily to decreases in available yields in all categories of investments. Pre-tax yields averaged 3.07% during the current quarter compared to 3.67% for the prior year period. Overall after-tax yields decreased from 3.09% to 2.69%. The short term nature of the Company’s fixed income portfolio causes changes in available yields to be reflected in investment income with little delay.

The first quarter 2009 net investment losses of $1.2 million resulted from losses on limited partnerships. The first quarter 2008 investment losses were $13.6 million. The investment losses during the current quarter were impacted by the ongoing loss of value in the global equity markets. See footnote 2 to the enclosed financial statements for a more detailed discussion regarding the accounting policies and the net gains or losses reported for the Company’s investments in limited partnerships.

Losses and loss expenses incurred during the first quarter of 2009 were $5.6 million lower than that experienced during the first quarter of 2008 due primarily to increased savings realized on the closing of prior year claims as well as lower current period accidents reported in the fleet transportation product lines. Because of the large limits provided to fleet transportation customers as well as significant self-insured retentions on this business, fluctuations in loss ratios can be significant quarter to quarter. Loss ratios for each of the Company’s major product lines were as follows:

2009

2008

Fleet transportation

55.9%

72.0%

Private passenger automobile

65.6

70.4

Property reinsurance

41.1

31.0

All lines

54.1

65.3

Other operating expenses, for the first quarter of 2009, increased $1.3 million, or 8%, from the first quarter of 2008. The majority of this increase relates expenses incurred as the result of numerous initiatives by the Company relating to entry into new products and markets, for which revenues have yet to be realized. It is expected that such organizational expenses will be ongoing throughout 2009 although revenue associated with this activity is expected to increase gradually during this period. The ratio of consolidated other operating expenses to operating revenue was 34.5% during the first quarter of 2009 compared to 30.9% for the 2008 first quarter.

The effective federal tax rate on consolidated income for the first quarter of 2009 was 21.8%. The effective rate differs from the normal statutory rate primarily as a result of tax-exempt investment income.

As a result of the factors mentioned above, net income increased $10.0 million to $5.4 million during the first quarter of 2009 as compared with a $4.6 million loss for the 2008 period.

Forward-Looking Information

Any forward-looking statements in this report, including without limitation, statements relating to the Company’s plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) the Company’s plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) the Company’s business is highly competitive and the entrance of new competitors into or the expansion of the operations by existing competitors in the Company’s markets and other changes in the market for insurance products could adversely affect the Company’s plans and results of operations; (iii) other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission; and (iv) other risks and factors which may be beyond the control or foresight of the Company. Readers are

encouraged to review the Company’s annual report for its full statement regarding forward-looking information.

Critical Accounting Policies

There have been no changes in the Company’s critical accounting policies as disclosed in the Form 10-K filed for the year ended December 31, 2008.

Concentrations of Credit Risk

The insurance subsidiaries cede portions of their gross premiums to numerous reinsurers under quota share and excess of loss treaties as well as facultative placements. These reinsurers assume commensurate portions of the risk of loss covered by the contracts. As losses are reported and reserved, portions of the gross losses attributable to reinsurers are established as receivable assets and losses incurred are reduced. At March 31, 2009, amounts due from reinsurers on paid and unpaid losses, are estimated to total approximately $161 million. Of this total, approximately $69 million (43%) represents the Company’s provision for incurred but not reported losses and loss adjustment expenses attributable to reinsurers. Because of the large policy limits reinsured by the Company, the ultimate amount of incurred but not reported losses attributable to reinsurers could vary significantly from the estimate provided; however, such variance would not result in changes in net losses incurred by the Company.

At March 31, 2009, limited partnership investments include approximately $27.6 million consisting of three partnerships which are managed by organizations in which certain of the Company’s directors are officers, directors, general partners or owners. Each of these investments contain profit sharing agreements to the affiliated organizations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our exposure to market risk since the disclosure in our Form 10-K for the year ended December 31, 2008.

ITEM 4. CONTROLS AND PROCEDURES

(a) The Corporation’s Chief Executive Officer and Chief Financial Officer evaluated the disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Corporation’s disclosure controls and procedures are effective.

(b) There were no significant changes in the Corporation’s internal control over financial reporting identified in connection with the foregoing evaluation that occurred during the Corporation’s last fiscal quarter that have affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 4 Submission of Matters to a Vote of Security Holders.

Nothing to report.

ITEM 5 Other Information

Nothing to report.

ITEM 6 (a) EXHIBITS

Number and caption from Exhibit

Table of Regulation S-K Item 601

Exhibit No.

(31.1)

Certification of CEO

EXHIBIT 31.1

pursuant to Section 302 of the

Certification of CEO

Sarbanes-Oxley Act of 2002

(31.2)

Certification of CFO

EXHIBIT 31.2

pursuant to Section 302 of the

Certification of CFO

Sarbanes-Oxley Act of 2002

(32.1)

Certification of CEO

EXHIBIT 32.1

pursuant to 18 U.S.C. 1350, as

Certification of CEO

adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

(32.2)

Certification of CFO

EXHIBIT 32.2

pursuant to 18 U.S.C. 1350, as

Certification of CFO

adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

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.

BALDWIN & LYONS, INC.

Date

May 6, 2009

By /s/ Gary W. Miller

Gary W. Miller, Chairman and CEO

Date

May 6, 2009

/s/ G. Patrick Corydon

G. Patrick Corydon,

Executive Vice President – Finance

(Principal Financial and

Accounting Officer)

BALDWIN & LYONS, INC.

Form 10-Q for the fiscal quarter

ended March 31, 2009

INDEX TO EXHIBITS

Begins on sequential

page number of Form

Exhibit Number

10-Q

EXHIBIT 31.1

filed electronically herewith

Certification of CEO

pursuant to Section 302 of the

Sarbanes-Oxley Act

EXHIBIT 31.2

filed electronically herewith

Certification of CFO

pursuant to Section 302 of the

Sarbanes-Oxley Act

EXHIBIT 32.1

filed electronically herewith

Certification of CEO

pursuant to 18 U.S.C. 1350,

as adopted pursuant to Section

906 of the Sarbanes-Oxley Act

EXHIBIT 32.2

filed electronically herewith

Certification of CFO

pursuant to 18 U.S.C. 1350,

as adopted pursuant to Section

906 of the Sarbanes-Oxley Act