Washington, D.C. 20549
                                   FORM 10-QSB

                              EXCHANGE ACT OF 1934




                          COMMISSION FILE NUMBER 0-9478


                           SPECTRUM LABORATORIES, INC.
      (Exact name of small business registrant as specified in its charter)

          DELAWARE                                     95-4718363
 (State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

           (Address of principal executive offices)           (zip code)

       Registrant's telephone number, including area code: (310) 885-4600

Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

 Number of shares of Common Stock outstanding as of October 29, 2004: 5,312,468


                                  YES [ ]    NO [X]



Item 1.       Financial Statements
              Consolidated Balance Sheet as of September 25, 2004             3
              Consolidated Statements of Income for the Three and Nine 
                 Months Ended September 25, 2004 and September 27, 2003       4
              Consolidated Statements of Cash Flows for the Nine Months 
                 Ended September 25, 2004 and September 27, 2003              5
              Notes to Consolidated Statements                                6

Item 2.       Management's Discussion and Analysis of Financial Condition 
                and Results of Operations                                     9

Item 3.       Controls and Procedures                                        11

Item 1.       Legal Proceedings                                              11
Item 2.       Changes in Securities                                          11
Item 3.       Defaults Upon Senior Securities                                12
Item 4.       Submission of Matters to a Vote of Security Holders            12
Item 5.       Other Information                                              12
Item 6.       Exhibits and Reports on Form 8-K                               12

Exhibits      Certifications - Chief Executive Officer and Chief 
                Financial Officer                                            13



Item 1.  Financial Statements

                          SPECTRUM LABORATORIES, INC.
                           Consolidated Balance Sheet
                            AS OF SEPTEMBER 25, 2004

   Cash and cash equivalents                                                   $ 3,586
   Accounts receivable                                                           2,140
   Inventories                                                                   2,877
   Prepaid expenses                                                                208
   Deferred taxes                                                                  579

       Total current assets                                                      9,390

INVESTMENT IN MARKETABLE SECURITIES                                              1,723
EQUIPMENT AND LEASEHOLD IMPROVEMENTS                                             2,439
GOODWILL                                                                         1,122
DEFERRED TAXES                                                                     801
PATENTS, subject to amortization, net of accumulated amortization of $227          523
OTHER ASSETS                                                                        33

       Total assets                                                            $16,031

   Current maturities of long-term debt                                        $   960
   Accounts payable                                                                496
   Accrued expenses and other current liabilities                                  713

       Total current liabilities                                                 2,169

LONG-TERM DEBT, net of current maturities                                        1,065

MINORITY INTEREST                                                                1,755

   Common stock, $.01 par value, 25,000,000 shares authorized;
     5,312,468 shares issued and outstanding                                        53
   Preferred stock, par value $.01; 10,000,000 shares authorized;
     none issued and outstanding                                                    --
   Additional paid-in capital                                                    8,630
   Accumulated other comprehensive income                                        1,034
   Retained earnings                                                             1,325

       Total stockholders' equity                                               11,042

       Total liabilities and stockholders' equity                              $16,031

See Notes to Consolidated Financial Statements.


                                               SPECTRUM LABORATORIES, INC.
                                            CONSOLIDATED STATEMENTS OF INCOME
                                      (IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)

                                                     Three Months Ended                  Nine Months Ended
                                                ---------------------------         --------------------------
                                                 September        September         September        September 
                                                 25, 2004         27, 2003          25, 2004         27, 2003
                                                 --------         --------          --------         --------
NET SALES                                        $ 3,564          $ 2,653           $10,166          $ 9,438

    Cost of sales                                  2,016            1,697             5,732            5,263
    Selling, general and administrative            1,005            1,096             2,904            3,234
    Research and development                         221              215               615              633
    Warrant related                                  130               --               130               --
    Other expense, primarily interest                 19               22                62               94
                                                 --------         --------          --------         --------

          Total costs and expenses                 3,391            3,030             9,443            9,224
                                                 --------         --------          --------         --------

Income (loss) before provision of
    income taxes                                     173             (377)              723              214

Provision (benefit) for income taxes                  63             (108)              228               64
                                                 --------         --------          --------         --------

          Net income (loss)                      $   110          $  (269)          $   495          $   150
                                                 ========         ========          ========         ========

Earnings (loss) per share:
    Basic                                        $  0.02          ($ 0.05)          $  0.09          $  0.03
                                                 ========         ========          ========         ========

    Diluted                                      $  0.02          ($ 0.05)          $  0.09          $  0.03
                                                 ========         ========          ========         ========

Weighted average shares outstanding:
    Basic                                          5,312            5,312             5,312            5,312
                                                 ========         ========          ========         ========

    Diluted                                        5,590            5,312             5,575            5,360
                                                 ========         ========          ========         ========

See Notes to Consolidated Financial Statements.


                                         SPECTRUM LABORATORIES, INC.
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                         NINE MONTHS ENDED SEPTEMBER 25, 2004 AND SEPTEMBER 27, 2003
                                               (IN THOUSANDS)

                                                                               2004          2003
                                                                             --------      --------
     Net income                                                              $   495       $   150
     Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation and amortization                                            616           566
        Noncash compensation and warrant related expense                         139             9
        Change in working capital components:
           (Increase) Decrease in accounts receivable                           (477)          183
           (Increase) in inventories                                            (215)         (579)
           Decrease (Increase) in prepaid expenses & deferred financing           10           (42)
           (Decrease) Increase in accounts payable                              (126)          304
           Increase (Decrease) in accrued expenses                               299           (88)
                                                                             --------      --------

           NET CASH PROVIDED BY OPERATING ACTIVITIES                             741           503
                                                                             --------      --------

     Acquisition of equipment and leasehold improvements                        (272)         (443)
                                                                             --------      --------

     Principal payments of long-term debt                                       (720)         (703)
                                                                             --------      --------

           NET DECREASE IN CASH AND CASH EQUIVALENTS                            (251)         (643)

CASH AND CASH EQUIVALENTS, beginning of period                                 3,837         5,109
                                                                             --------      --------

CASH AND CASH EQUIVALENTS, end of period                                     $ 3,586       $ 4,466
                                                                             ========      ========

See Notes to Consolidated Financial Statements.



Note 1 

Basis of Presentation - The accompanying unaudited financial statements
consolidate the accounts of Spectrum Laboratories, Inc. and its subsidiaries,
SLI Acquisition Corp., Spectrum Europe B.V. and Spectrum Chromatography
(collectively, the Company). All significant intercompany transactions have been
eliminated in consolidation. In the opinion of management, the accompanying
unaudited interim consolidated financial statements contain all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
the financial position of the Company as of September 25, 2004 and the results
of its operations and its cash flows for the nine months ended September 25,
2004 and September 27, 2003. Certain information and footnote disclosures
normally included in the financial statements have been condensed or omitted
pursuant to rules and regulations of the Securities and Exchange Commission.

Determining Impairment on Long-lived Assets - The Company recognizes impairment
losses for long-lived assets used in operations when indicators of impairment
are present and the future undiscounted cash flows are not sufficient to recover
the assets' carrying amount. Management believes there has been no impairment of
the value of such assets. The analysis of indicators of impairment and future
cash flows are estimates made by management.

Patents - The Company has acquired patents utilized within the various
manufacturing processes. These patents are amortized over their respective
lives, typically 17 years. Management believes there has been no impairment in
the value of these patents.

Estimates & Reserves - The Company's principal reserves relate to accounts
receivable and inventory. A detailed review of these reserves is done annually
with a general review quarterly. The Company believes these reserve are adequate
and the amounts consistent with prior year's level. A significant estimate is
made in the annual impairment testing of goodwill. Changes in management's
estimate of fair value of the Company could result in future impairment charges.

Accounting for Stock-based Compensation - The Company accounts for stock-based
employee compensation under the requirements of Accounting Principles Board
(APB) Opinion No. 25, which does not require compensation to be recorded if the
consideration to be received is at least equal to fair value at the measurement
date. Nonemployee stock-based transactions are accounted for under the
requirements of the Financial Accounting Standards Board's (FASB) Statement of
Financial Accounting Standards (SFAS) No. 123, ACCOUNTING FOR STOCK-BASED
COMPENSATION, which requires compensation to be recorded based on the fair value
of the securities issued or the services received, whichever is more reliably

SFAS No. 123 requires the disclosure of pro forma net income and earnings per
share had the Company adopted the fair value method. Under SFAS No. 123, the
fair value of stock-based awards to employees is calculated through the use of
option-pricing models, even though such models were developed to estimate the
fair value of freely tradable, fully transferable options with vesting
restrictions which significantly differ from the Company's stock option awards.
These models also require subjective assumptions, including future stock price
volatility and expected time to exercise, which greatly affect the calculated

The calculations are based on a single-option valuation approach and forfeitures
are recognized as they occur. The following table illustrates the effect on net
income and earnings per share had compensation cost for stock-based compensation
been determined based on the grant date fair values of awards (refer to next
page for table):


Note 1 Accounting for Stock-Based Compensation (Continued):

                                                         Three Months Ended                  Nine Months Ended
                                                  ------------------------------      ------------------------------
                                                    September         September         September         September 
                                                    25, 2004          27, 2003          25, 2004          27, 2003
                                                  ------------      ------------      ------------      ------------
Net income:
     As reported                                  $   110,000       $  (269,000)      $   495,000       $   150,000
        Add total stock-based compensation
        expense determined under APB opinion
        25, net of related tax effects                  3,000             3,000             9,000             9,000
        (Deduct) total stock-based employee
        compensation expense determined
        under the fair value method based for 
        all awards, net of related tax benefits       (15,000)          (16,000)          (44,000)          (49,000)
                                                  ------------      ------------      ------------      ------------

                                                  $    98,000       $  (282,000)      $   460,000       $   110,000
                                                  ============      ============      ============      ============

Basic earnings (loss) per share:
     As reported                                  $      0.02       $     (0.05)      $      0.09       $      0.03
     Pro forma                                    $      0.02       $     (0.05)      $      0.09       $      0.02
Diluted earnings (loss) per share:
     As reported                                  $      0.02       $     (0.05)      $      0.09       $      0.03
     Pro forma                                    $      0.02       $     (0.05)      $      0.08       $      0.02

Weighted average shares outstanding:
     Basic                                          5,312,000         5,312,000         5,312,000         5,312,000
                                                  ============      ============      ============      ============

     Diluted                                        5,590,000         5,312,000         5,575,000         5,360,000
                                                  ============      ============      ============      ============

Note 2 - Inventories

Inventories are stated at the lower of cost or market , determined using the
first-in, first-out method, or net realizable value and are composed of the
following (in thousands):

          Raw materials                                      $2,422  
          Work in process                                       305  
          Finished goods                                        769  
          Less reserve for slow moving & obsolete items        (619)
Note 3 - Earnings per Share

Basic earnings per share is computed by dividing the net income attributable to
the common stockholders by the weighted average number of common shares
outstanding during the period. There is no adjustment in the net income
attributable to common stockholders. Diluted earnings per share reflect the
potential dilution that could occur from common shares issuable through stock
options and warrants (277,252 and 263,009 equivalent shares in the fiscal year
2004 three and nine month periods respectively and 0 and 143,743 shares in
fiscal year 2003 three and nine month periods, respectively).


Note 4 - Income Taxes

In assessing the realizability of deferred tax assets, management has estimated
that it is likely that approximately $1,500,000 will not be realized. This
valuation allowance represents a portion of net operating loss carryforwards
attained through a prior business acquisition. As further discussed below, tax
law limits the use of an acquired entity's net operating loss carryforwards to
subsequent taxable income of the consolidated entity. Management will continue
to evaluate the realizability of the deferred tax assets by assessing the need
for and amount of a valuation allowance.

At December 27, 2003, the Company had approximately $6.1 million in net
operating loss carryforwards for federal income tax purposes available to offset
future taxable income. Certain of these loss carryforwards are limited to
approximately $298,000 annually. Any unused net operating loss is carried
forward. As a result of the limitation discussed above, it is probable that
approximately $4.5 million of the Company's net operating loss will expire
without utilization.

Note 5 - Product Group Information

While management has determined the Company operates as a single reportable
segment, the Company's product groups are based on specific product
characteristics and are grouped into bioprocessing products ("BioProcessing"),
formerly referred to as laboratory products, and disposable operating room
products ("OR"). BioProcessing products consist primarily of membranes and
modules used to filter, extract, concentrate, separate and purify. These
products are sold primarily to laboratories, research institutions, biotech and
pharmaceutical companies. OR products consist primarily of sterile surgical
drapes and bandages that are sold primarily to hospitals and their suppliers.

Revenue by product group is as follows (in thousands):

                              Three Months Ended         Nine Months Ended
                            ----------------------    ----------------------
                            September    September    September    September
                            25, 2004     27, 2003     25, 2004     27, 2003
                            --------     --------     --------     -------- 
         BioProcessing        3,142        2,282        8,916        8,224 
         OR                     422          371        1,250        1,214 
                            --------     --------     --------     -------- 
                            $ 3,564      $ 2,653      $10,166      $ 9,438 
                            ========     ========     ========     ======== 

Note 6 - Option Plan

The Company has an option plan referred to as the 2000 Option Plan (the "2000
Option Plan" or "Plan") with 600,000 shares of common stock reserved for option
grants to key employees, directors and consultants. Exercise prices for the
stock options will not be less than 100% of the fair market value of the stock
on the date of grant. Options under the Plan expire not more than ten years from
date of grant. Options under the Plan become exercisable over a 5 year period
(20% per year). As of September 25, 2004, there were 575,050 options outstanding
under the 2000 Option Plan. In addition to the 2000 Option Plan there are
265,624 non qualified stock options outstanding. There were 25,000 options
granted to one key employee during the nine months ended September 25, 2004
while 8,050 options were forfeited.


Note 7- Comprehensive Income

Comprehensive income is comprised of net income and Other Comprehensive Income
("OCI"). OCI includes certain changes in stockholders' equity that are excluded
from net income. Specifically, the Company includes in OCI changes in the fair
value of unrealized gains and losses on Spectrum's available for sale
securities. The activity in comprehensive income during the three and nine month
periods ended September 25, 2004 was as follows (in thousands):

                                            Three Months      Nine Months 
                                               Ended            Ended
                                            September 25,    September 25, 
                                                2004             2004
                                            -------------    -------------
         Net Income                            $ 110            $ 495   
         Unrealized gain on investment in                               
          marketable securities                  526              816   
         Tax expense                            (210)            (326)  
                                               ------           ------   
         Comprehensive income                  $ 426            $ 985   
                                               ======           ======   

The activity in accumulated OCI, net of taxes for the nine months ended
September 25, 2004 was as follows (in thousands):

         Unrealized gain on securities available for sale (net of  tax          
          effect of $363 at the beginning of the year)                    $  544
         Change in unrealized gain on securities available for sale             
          (net of tax effect of $326)                                        490
         Unrealized gain on securities available for sale as of                 
          September 25, 2004, (net of tax effect of $689)                 $1,034
Spectrum did not have any securities available for sale during the nine months
ended September 27, 2003.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

The following discussion should be read in conjunction with the Consolidated
Financial Statements of Spectrum Laboratories, Inc. and Notes thereto contained
elsewhere within this Report on Form 10-QSB. Except for the historical
information contained herein, the following discussion may contain
forward-looking statements that involve risks and uncertainties. The actual
future results of the Company could differ materially from those discussed here.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in this report and those factors discussed in the
Company's Form 10-KSB for the year ended December 27, 2003 as filed with the
Securities and Exchange Commission and, from time to time, in the Company's
other reports on file with the Commission.

Results of Operations

Total sales for the third quarter ended September 25, 2004 totaled $3,564,000,
an increase of $911,000 (34.3%), when compared to the same period in 2003,
although third quarter sales in 2003 were significantly lower than normal. As
noted in Spectrum's 2003 third quarter 10QSB quarterly sales were down from the
same quarter in 2002 by $523,000 (16.5%) principally due to order timing from
certain large customers.

Sales on a year to date basis for 2004 were $10,166,000, an increase of $728,000
(7.7%) as compared to 2003. From a product perspective sales for both
BioProcessing and OR products are above prior year by $692,000 (8.4%) and
$36,000 (3.0%), respectively.


Gross Margin
Gross margin for the second quarter of 2004 was $1,548,000 (43.4%) versus prior
year second quarter margin of $956,000 (36.0%). Prior year quarterly margin was
negatively impacted by significantly lower sales and unfavorable overhead
absorption. On a year to date ("YTD") basis gross margin for 2004 was $4,434,000
(43.6%) versus $4,175,000 (44.2%) for 2003 an increase of $259,000 (6.2%)
although gross margin percentage declined slightly from 44.2% YTD in 2003 to
43.6% YTD in 2004. The decline in gross margin percentage, as noted in
Spectrum's prior 10QSBs issued in 2004, was principally attributable to one
Spectrum product being specifically built for one customer that had a lower than
normal gross margin. The large order associated with this customer has know been
fully shipped.

Selling, General & Administrative ("SG&A") and Research & Developmental Expenses
During the third quarter of 2004 R&D expenses were $221,000 while SG&A expenses
were $1,005,000 resulting in a slight increase in R&D expenses of $6,000 (2.8%)
while SG&A expenses decreased $91,000 (8.3%), when compared to 2003. The decline
in SG&A expenditures were principally related to reduced advertising related
expenditures partially offset by accrued expenses concerning Spectrum going
private. Refer to Subsequent Event below.

On a year to date basis R&D expenditures totaled $615,000, a decrease of $18,000
(2.8%) versus prior year. YTD SG&A expenses totaled $2,904,000 a reduction of
$330,000 (10.2%) compared to 2003, principally associated with lower advertising
related expenditures although reduced salary & related expenditures were also a
contributing factor

Warrant Related
During the first quarter of 2004 the Company issued warrants to a third party
(the Warrant Holder) to purchase 125,000 shares of common stock at $1.70 per
share through February 4, 2010. The Warrant Holder is entitled to purchase an
additional 125,000 shares of common stock at $1.70 upon having assisted Spectrum
in raising at least $2.5 million in gross proceeds from one or more private or
public equity financings originated or facilitated by the Warrant Holder through
February 3, 2010.

Spectrum's estimate of the fair value of the first 125,000 warrants granted were
made using the Black-Scholes warrant-pricing model with the following weighted
average assumptions: expected life of three years; stock volatility of 66%;
risk-free interest rate 2.5%; and no dividends during the expected term. Based
on the Black-Scholes warrant-pricing model Spectrum and the Board of Directors
decision not to actively pursue either private or public equity financing at
this time Spectrum has recorded $130,000 in warrant related expense in the third
quarter associated with the 125,000 warrants issued during the first quarter. If
Spectrum is successful in the future, in raising the required $2.5 million, with
the Warrant Holder's assistance, the additional 125,000 warrants will vest
immediately upon issuance and the Company will measure the warrants using the
Black-Scholes warrant pricing model and the fair value of the warrants will be
charged against the proceeds at that time.

Net Income
Considering the above, net income for the quarter was $110,000 versus a net loss
of $269,000 in the third quarter of 2003. On a YTD basis net income for 2004 was
$495,000 compared to $150,000 in 2003.

Liquidity and Capital Resources
Cash provided by operations for the first nine months of 2004 was $741,000.
Working capital components consumed cash of $509,000 principally due to the
increase in accounts receivable of $477,000. The increase in receivables relates
to timing, principally relating to a sales perspective although timing of
collections was a contributing factor. The Company believes there are no
material collection issues and its current reserves are adequate.

The above discussion of cash provided by operating activities was also impacted
by financing activity relating to $720,000 in bank loan payments and $272,000 in
investing activity associated with the acquisition of equipment. This resulted
in a net decrease in cash for the YTD period of approximately $251,000 to a cash
balance at September 25, 2004 of $3,586,000.

In December of 2001 Spectrum entered into a specific research, licensing,
manufacturing and supply agreements (the "Agreements") with an unrelated
company, now known as Arbios Systems, Inc. ("Arbios"). These Agreements, among
other aspects, resulted in Spectrum being granted 362,669 shares of Arbios.
Arbios became a public company on October 30, 2003 and originally traded on the
Pink Sheets electronic trading system under the symbol of ABOS.PK. Arbios is now
listed on the OTC Bulleting Board under the symbol of ABOS.OB. Arbios is an
early-stage biomedical device company engaged in the discovery, acquisition and


development of proprietary liver assist devices and new technologies useful in
the diagnosis and treatment of acute liver failure. In compliance with SFAS No.
115 based on the listed trade price of $2.50 per share Spectrum allocated
$907,000 as the fair market value reflecting this amount as accumulated other
comprehensive income on its balance sheet as of December 27, 2003. Based on
Arbios most recent trade price of $4.75, as of September 25, 2004, Spectrum
reflected an increase in fair market value of $816,000 to $1,723,000 on its
balance sheet as of September 25, 2004. Spectrum has classified this amount as a
non current asset as it realizes there have been limited trades in Arbios and
the potential to sell the stock may be limited. In addition, due to Arbios being
an early stage developmental company, this investment may be subject to
significant adjustments.

The Company is obligated under the terms of various operating lease agreements
for manufacturing, warehouse and office facilities. Certain of these leases
provide for rent escalation adjustments. Minimum future rental payments under
these operating lease agreements for the final quarter ending December 28, 2004
and the subsequent years ending December 31 are as follows: final quarter 2004
$123,000; years ending 2005 $336,000; and 2006 $106,000 (total $565,000).

Subsequent Events
The Board of Directors of Spectrum elected on October 6, 2004 to amend its
Certificate of Incorporation to effect a 1 for 25,000 reverse stock split.
Stockholders, subsequent to the reverse stock split, holding fractional shares,
would be paid $2.56 per share for each pre reverse stock split share. The Board
of Directors then elected to effectuate a going private transaction as
subsequent to the reverse stock split the Company anticipates it will only have
3 shareholders.

To effectuate the above transactions Spectrum filed a Schedule 14C Information
Statement with the Securities and Exchange Commission ("SEC") on October 12,
2004. In addition the Company filed a Schedule 13E-3 Transaction Statement on
October 13, 2004 with a subsequent amended Schedule 13E-3A being filed on
October 19, 2004. It is anticipated this process will be finalized prior to
December 25, 2004, Spectrum's fiscal 2004 year end. The Company has recognized
$35,000 in expense as of September 25, 2004 relating to going private.

The Company hired a new President during the third quarter of 2004. Spectrum's
former President has assumed the position of Senior Vice President and Chief
Scientific Officer.

Considering the timing of the filing of this 10QSB, Spectrum has performed its
annual year end physical inventory and is currently analyzing its year end
financial information. The Company anticipates it will incur an approximate
physical inventory adjustment of $185,000. Considering fourth quarter sales will
approximate $3.1 million, the above noted inventory loss and an anticipated
increase in SG&A expenses from the average of the prior three quarters of
approximately $75,000, Spectrum currently estimates a fourth quarter pre tax
loss of approximately $150,000. This will result in an anticipated annual pre
tax income for 2004 of approximately $575,000.

Item 3.  Controls and Procedures

As of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation,
the principal executive officer and principal financial officer concluded that
the Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms. There was no change in the Company's internal control over financial
reporting during the Company's most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.


Item 1.  Legal Proceedings

Item 2.  Change in Securities and Use of Proceeds


Item 3.  Defaults Upon Senior Securities

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

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K
         (a) Exhibits

31 (a) & (b)      Rule 13a-14(a)/15d-14(a) Certifications

32 (a) & (b)      18 U.S.C. Section 1350 Certifications

         (b) The Company filed no reports on Form 8-K during the quarter ended
         September 25, 2004.


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on January 31, 2005.


/S/ Roy T. Eddleman

Roy T. Eddleman
Chief Executive Officer

/S/ Brian A. Watts

Brian A. Watts
Chief Financial Officer/Vice President of Finance