Commission File Number: 000-19202

ChoiceOne Financial Services, Inc.
(Exact Name of Registrant as Specified in its Charter)

Indicate by checkmark 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 checkmark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes                   No     X   

As of April 30, 2005, the Registrant had outstanding 1,647,249 shares of common stock.

CHOICEONE FINANCIAL SERVICES, INC.
INDEX TO FORM 10-Q

Item 1.  Financial Statements.

ChoiceOne Financial Services, Inc.
CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements.

ChoiceOne Financial Services, Inc.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)

See accompanying notes to consolidated financial statements.

ChoiceOne Financial Services, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)

(Dollars in thousands)

See accompanying notes to consolidated financial statements.

ChoiceOne Financial Services, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

See accompanying notes to consolidated financial statements.

ChoiceOne Financial Services, Inc.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
The consolidated financial statements include ChoiceOne Financial Services, Inc. (the "Registrant") and its wholly- owned subsidiary, ChoiceOne Bank (the "Bank"), and the Bank's wholly-owned subsidiaries ChoiceOne Insurance Agencies, Inc. (the "Insurance Agency"), and ChoiceOne Mortgage Company of Michigan (the "Mortgage Company"). Intercompany transactions and balances have been eliminated in consolidation.

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information, prevailing practices within the banking industry and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

The accompanying consolidated financial statements reflect all adjustments ordinary in nature which are, in the opinion of management, necessary for a fair presentation of the Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004, and the Consolidated Statements of Income and Comprehensive Income, Consolidated Statements of Changes in Shareholders' Equity, and Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2005 and March 31, 2004. Operating results for the three months ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.

The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Registrant's Annual Report on Form 10-K for the year ended December 31, 2004.

Stock Based Compensation
Employee compensation expense under the Registrant's stock option plan is reported if options are granted below market price at the grant date. Pro forma disclosures of net income and earnings per share are shown using the fair value method to measure expense for options granted using an option pricing model to estimate the fair value.

The following pro forma information presents net income and earnings per share for the three months ended March 31, 2005 and 2004 had the fair value method been used to measure compensation cost for stock option plans. No compensation cost was recognized for stock options in 2005 and 2004. The fair value of stock options granted in the first three months of 2005 and 2004 was $5.10 and $2.90 per share, respectively. Options are subject to a three-year vesting schedule.

The Registrant's Board of Directors declared a 5% stock dividend payable on the Registrant's common stock on April 20, 2005. The dividend will be paid May 31, 2005 to shareholders of record as of May 9, 2005. Per share data above for all periods presented have been adjusted for this stock dividend.

ChoiceOne Financial Services, Inc.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The pro forma effects are computed using an option pricing model and the following weighted average assumptions as of grant date:

In future periods, the pro forma effect of not applying the fair value method may increase if additional options are granted.

Stock Transactions
A total of 849 shares of common stock were issued to the Registrant's Board of Directors for a cash price of $18,000 under the terms of the Directors' Stock Purchase Plan in the first quarter of 2005. A total of 1,840 shares of common stock were issued to shareholders for a cash price of $39,000 under the Dividend Reinvestment Plan in the quarter ended March 31, 2005. A total of 765 shares were issued to employees for a cash price of $14,000 under the Employee Stock Purchase Plan for the quarter ended March 31, 2005. A total of 6,704 shares were repurchased from shareholders at a cash price of $145,000 in the first quarter of 2005.

The Registrant's Board of Directors declared a 5% stock dividend payable on the Registrant's common stock on April 20, 2005. The dividend will be paid May 31, 2005 to shareholders of record as of May 9, 2005. Earnings per share data and outstanding shares for all periods presented have been adjusted for this stock dividend.

Reclassifications
Certain amounts presented in prior periods have been reclassified to conform to the current presentation.

NOTE 2 - ALLOWANCE FOR LOAN LOSSES

An analysis of changes in the allowance for loan losses follows:

Information regarding impaired loans follows:

ChoiceOne Financial Services, Inc.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3 - EARNINGS PER SHARE

Earnings per share are based on the weighted average number of shares outstanding during the period. A computation of basic earnings per share and diluted earnings per share, as restated for the 5% stock dividend declared on April 20, 2005, follows:

As of March 31, 2005, there were 7,875 stock options considered to be anti-dilutive to earnings per share and thus have been excluded from the calculation above.

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

The following discussion is designed to provide a review of the consolidated financial condition and results of operations of ChoiceOne Financial Services, Inc. (the "Registrant") and its wholly-owned subsidiary, ChoiceOne Bank (the "Bank"), and its wholly-owned subsidiaries, ChoiceOne Insurance Agencies, Inc. (the "Insurance Agency"), and ChoiceOne Mortgage Company of Michigan (the "Mortgage Company"). This discussion should be read in conjunction with the consolidated financial statements and related notes.

FORWARD-LOOKING STATEMENTS

This discussion and other sections of this report contain forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates, and projections about the financial services industry, the economy, and the Registrant itself. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "is likely," "plans," "predicts," "projects," and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions ("risk factors") that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed, implied or forecasted in such forward-looking statements. Furthermore, the Registrant undertakes no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

Risk factors include, but are not limited to, changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking laws and regulations; changes in tax laws; changes in prices, levies, and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of pending and future litigation and contingencies; trends in customer behavior as well as their ability to repay loans; and changes in the national and local economies. In addition, events relating to the ongoing war on terrorism, other potential terrorist acts, and military actions including the war in Iraq have created significant global economic and political uncertainties that may have material and adverse effects on financial markets, the economy, and demand for financial services and products. These are representative of the risk factors that could cause a difference between an ultimate actua l outcome and a preceding forward-looking statement.

RESULTS OF OPERATIONS

Summary
Net income increased $3,000 or 1% in the first quarter of 2005 compared to the same period in 2004. The increase in net income was due to higher net interest income offset by an increased provision for loan losses, decreased noninterest income, and higher noninterest expense.

The higher net interest income was due to growth of the Bank's earning assets offset by a reduced net interest spread. Earning assets have increased 8% while net interest spread dropped 13 basis points for the three months ended March 31, 2005 in comparison to the period a year ago. A higher provision for loan losses was needed for growth in the loan portfolio in the first quarter of 2005. Noninterest income was down as income for the first quarter of 2004 included higher profit sharing income for the Insurance Agency, higher gains from the sales of securities and higher gains from sales of foreclosed real estate. Noninterest expense increased slightly due to the addition of the Bank's Rockford Office in third quarter of 2004.

The return on average assets was 0.89% for the first three months of 2005, compared to 0.95% for the period a year ago. The return on average shareholders' equity was 9.79% for the first quarter of 2005, compared to 9.84% for the first quarter of 2004.

Dividends
Cash dividends of $266,000, or $0.16 per common share were declared in the first quarter of 2005, which is the same per share amount declared in the first quarter of 2004. The cash dividend payout percentage was 52% for both the first three months of 2005 and the same period in 2004.

The Registrant's Board of Directors declared a 5% stock dividend payable on the Registrant's common stock on April 20, 2005. The dividend will be paid May 31, 2005 to shareholders of record as of May 9, 2005. Earnings per share data and outstanding shares of common stock for all periods presented have been adjusted for this stock dividend.

Interest Income and Expense
Tables 1 and 2 on the following pages provide information regarding interest income and expense for the three-month periods ended March 31, 2005 and 2004, respectively. Table 1 documents ChoiceOne's average balances and interest income and expense, as well as the average rates earned or paid on assets and liabilities. Table 2 documents the effect on interest income and expense of changes in volume (average balance) and interest rates. These tables are referred to in the discussion of interest income, interest expense and net interest income.

Table 1 - Average Balances and Tax-Equivalent Interest Rates

_______________

_______________

Net Interest Income
As shown in Tables 1 and 2, tax-equivalent net interest income increased $86,000 in the first three months of 2005 compared to the same period in 2004. This is because the Bank's interest earning assets have grown.

The average balance of loans increased $10.5 million in the three months ended March 31, 2005 compared to the first quarter of 2004. Increased loan demand and a slight bump in yield caused interest income on loans to jump $170,000 for the quarter ended March 31, 2005, compared to the same period a year ago. Included in net interest income for the three months ended March 31, 2004 was $51,000 of interest income recoveries from nonperforming loans versus the reversal of $7,000 in interest income due to nonperforming loans in 2005. Securities purchased since March 31, 2004 increased the average balance of securities by $5.3 million. Partially offsetting this growth were much lower yields from nontaxable securities, causing interest income to increase $58,000 in the first three months of 2005 compared to 2004.

A 40 basis point increase in the interest cost on interest-bearing demand deposits, combined with growth of $10.4 million in average balances during the first three months of 2005 compared to 2004, caused $96,000 of additional interest expense for the quarter ended March 31, 2005. The average balance of noninterest-bearing deposits also

grew by $2.7 million when comparing first quarter 2005 to first quarter of 2004. Lower rates paid on renewed or new certificates of deposit offset some of the effect of growth of $6.3 million in average balances outstanding. Certificates of deposit interest expense increased by $42,000 in the first three months of 2005 compared to 2004. A lower average balance of advances from the Federal Home Loan Bank reduced interest expense by $12,000 in the first quarter of 2005 versus 2004. Higher rates paid on new advances offset the $2.8 million decrease in average advances outstanding. Interest expense on other borrowed funds increased by $17,000 reflecting the higher rates paid on repurchase agreements and federal funds purchased during 2005.

Net interest income spread was 3.46% (shown in Table 1) for the first three months of 2005, compared to 3.59% for the first three months of 2004 and 3.46% for the twelve months ended December 31, 2004. The average yield received on interest-earning assets was unchanged at 5.78% for March 31, 2005, and the average rate paid on interest-bearing liabilities was up 13 basis points to 2.32% at March 31, 2005 when compared to the same period in the prior year. Funding costs on interest bearing checking accounts have increased faster than yields on loans and securities. New nontaxable securities purchased in the twelve months since March 31, 2004 have dragged down the yield on earning assets while the recent increases to the prime rate have benefited the Bank's variable rate commercial and consumer loans. Management has grown its noninterest-bearing and interest-bearing demand deposits since March 2004 and has some control over the timing and extent of changes to the rates paid to its interest-bearing demand dep ositors. Continued growth in core deposits at the Bank's offices will enable management to reduce its dependency on brokered certificates of deposit and advances from the FHLB.

Provision and Allowance for Loan Losses
The allowance for loan losses increased $44,000 from December 31, 2004 to March 31, 2005. The provision for loan losses was $20,000 higher in the first three months of 2005 compared to 2004 due to more growth in the loan portfolio and increased allowance allocations for impaired loans. The allowance was 1.00% of total loans at March 31, 2005 compared to 1.00% at December 31, 2004. Charge-offs and recoveries for respective loan categories for the three months ended March 31 were as follows:

The significant decrease in total charge-offs from 2004 to 2005 was primarily attributable to $322,000 in charge-offs from four substandard commercial loans in 2004. These loans were impaired at the end of 2003 and the majority of these losses were specifically allocated in the allowance for loan losses at December 31, 2003. In 2005, one real estate residential loan was charged down $37,000 and the property was subsequently foreclosed upon. Consumer loan charge-offs have decreased in 2005 versus 2004 reflecting continued improvement in the quality of new loans being originated and the collection efforts of delinquent or past due loan payments. Recoveries on consumer loans have slowed in 2005 due to fewer collectible accounts outstanding compared to a year ago. As charge-offs, changes in the level of nonperforming loans, and changes within the composition of the loan portfolio occur throughout 2005, the provision and allowance for loan losses will be reviewed by the Bank's management and adjusted as necess ary.

Noninterest Income
Total noninterest income decreased $59,000 or 9% in the first quarter of 2005 compared to the same period in 2004. Gains on sales of securities were down $30,000, net gains from the sale of foreclosed real estate were down $19,000, and profit-sharing income for the Bank and Insurance Agency was down $18,000 for the first three months of 2005 compared to 2004. Offsetting these decreases was an increase in customer service charges reflecting growth in deposit accounts with additional fees on these depositors.

Noninterest Expense
Total noninterest expense increased $11,000 or 1% in the first quarter of 2005 compared to the first quarter of 2004. Salaries and benefits were lower in 2005 due to lower commissions paid to sales representatives for the Insurance Agency and lower employee bonus expense as compared to 2004. This slight decrease in payroll cost also reflects management's ability to reduce the number of full-time equivalents, while adding a full service Bank branch office during the past year and increasing employee health care costs. Occupancy expense was higher in 2005 due to the opening of the Bank's Rockford office in third quarter of 2004. Professional fees were higher during the first quarter of 2005 due to increased legal and audit fees. Data processing charges increased in 2005 due to various technological upgrades and more electronic-based activities. Other expenses such as foreclosed asset expense, employee training expense, loan collection expense, and bad checks charged off were lower in the first quarter of 2005 versus 2004.

FINANCIAL CONDITION

Securities
The securities portfolio decreased $3.1 million from December 31, 2004 to March 31, 2005. The majority of the decrease relates to corporate and municipal bonds that were sold during first quarter 2005 to fund the purchase of $2 million in bank-owned life insurance (BOLI) policies on certain officers of the Bank and Insurance Agency. Management believes the BOLI is a long-term investment at a variable interest rate with certain tax advantages to ChoiceOne. The income from BOLI is reported as an increase in the cash value of life insurance policies and is reflected in ChoiceOne's other noninterest income.

The Bank's Investment Committee continues to monitor the portfolio and purchases securities when deemed prudent. Certain securities are also sold under agreements to repurchase and management plans to continue this practice as a low-cost source of funding. Securities also serve as a source of liquidity for funding loan demand.

Loans
The loan portfolio (excluding loans held for sale) grew $4.4 million during the first quarter of 2005. Commercial/industrial and commercial real estate loans supplied the bulk of the increase since year-end 2004. Higher demand from local businesses more than offset payoffs and regular payments during the quarter. Residential real estate loans were fairly flat as most conforming mortgage loans were sold to secondary market investors. During the first quarter of 2005, home equity loan balances rose slightly over year-end 2004 levels primarily due to debt consolidation by borrowers. Management's ability to continue to grow consumer loans will be affected by its decision in the first quarter of 2005 to discontinue the origination of indirect automobile and other recreational vehicle loans. Indirect consumer loans totaled approximately $5.6 million at March 31, 2005.

Information regarding impaired loans can be found in Note 2 to the consolidated financial statements included in this report. In addition to its review of the loan portfolio for impaired loans, management also monitors the various nonperforming loans. Nonperforming loans are comprised of: (1) loans accounted for on a nonaccrual basis; (2) loans, not included in nonaccrual loans, which are contractually past due 90 days or more as to interest or principal payments; and (3) loans, not included in nonaccrual or loans past due 90 days or more, which are considered troubled debt restructurings. The balances of these nonperforming loans were as follows:

          (Dollars in thousands)

The allowance for loan losses as a percentage of nonperforming loans was 156% at March 31, 2005, compared to 212% at December 31, 2004. The increase in nonaccrual loans from December 31, 2004 to March 31, 2005 relates to $315,000 in nine different loans from one commercial borrower. The Bank has a $100,000 specific reserve at March 31, 2005 for possible losses on any of the nine loans to this particular borrower. Nonaccrual loans as of March 31, 2005 are comprised of $544,000 in commercial loans, $477,000 in real estate residential loans, and $23,000 in consumer loans. Impaired loans are evaluated on an individual basis and specific allocations are made for loans where collateral is insufficient to support the outstanding principal balances of these loans. Management further believes that the general allocation within the allowance for loan losses is sufficient based on the Bank's loan grading system, past due trends and historical charge-off percentages.

Management also maintains a list of loans that are not classified as nonperforming loans but where some concern exists as to the borrowers' abilities to comply with the original loan terms. The total balance of these loans was $6.4 million as of March 31, 2005, compared to $6.3 million as of December 31, 2004.

Deposits and Other Funding Sources
Total deposits have increased approximately $2.1 million since December 31, 2004. Demand deposits grew $2.4 million due to growth in the Bank's noninterest-bearing demand deposit accounts. Growth in local certificates of deposit offset some of the brokered certificates of deposit that matured in the first quarter. Advances from the Federal Home Loan Bank remained the same since year-end 2004. The amount of federal funds purchased increased $3.3 million since the end of 2004, while repurchase agreements dropped $1.6 million since December 31, 2004.

Shareholders' Equity
Total shareholders' equity decreased $173,000 from the year ended December 31, 2004. The decrease is attributable to a decrease in accumulated other comprehensive income. The rise in interest rates since the end of 2004 has negatively impacted the market value of ChoiceOne's securities portfolio thereby causing a $352,000 unrealized loss for the three months ended March 31, 2005. Repurchases of ChoiceOne's stock and cash dividends declared also contributed to the decrease in total shareholder's equity offset by current year's net income and proceeds from the sale of ChoiceOne's stock. Total shareholders' equity as a percentage of assets was 8.88% as of March 31, 2005, compared to 9.07% as of December 31, 2004. The decrease in this ratio resulted from both the drop in shareholders' equity and asset growth during the quarter. Based on risk-based capital guidelines established by the Bank's regulators, the Registrant's risk-based capital was categorized as "well capitalized" at March 31, 2005.

Management does not currently have any plans that will utilize significant amounts of the Registrant's capital. Management believes that the current level of capital is adequate to take advantage of potential opportunities that may arise for the Registrant or the Bank.

Liquidity and Rate Sensitivity
Management believes that the current level of liquidity is sufficient to meet the Bank's normal operating needs. This belief is based upon the availability of deposits from both the local and national markets, maturities of securities, normal loan repayments, income retention, federal funds purchased from correspondent banks, and advances available from the Federal Home Loan Bank. The Bank also has a secured line of credit available from the Federal Reserve Bank. The Bank does not anticipate that the secured line of credit will be used for normal operating needs, but could be used for liquidity purposes in special circumstances.

Sensitivity to changes in interest rates is monitored by the Bank's Asset/Liability Management Committee ("ALCO"). ALCO uses a simulation model to subject rate-sensitive assets and liabilities to interest rate shocks. Assets and liabilities are subjected to an immediate 200 basis point shock up and down and the effect on net income and shareholders' equity is measured. The rate shock computation as of March 31, 2005 increased net income 2% if rates increased 200 basis points and decreased net income 11% if rates decreased 200 basis points. The economic value of shareholders' equity decreased 20% when rates were shocked 200 basis points upward and increased 12% if rates were shocked 200 basis points downward. The impact of a 200 basis point rate shock on the economic value of shareholder's equity is outside of ALCO's guideline of 15% and management is taking steps to reduce its risk. Management is lengthening the duration of certain deposits and funding sources to reduced the negative impact to equity in a rising rate environment. ALCO continues to monitor the effect each month of changes in interest rates upon the Registrant's interest margin and financial condition.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

The information concerning quantitative and qualitative disclosures about market risk contained under the caption "Liquidity and Interest Rate Risk" on pages 12 through 14 of the Registrant's Annual Report to Shareholders for the year ended December 31, 2004 is here incorporated by reference. Such Annual Report was previously filed as Exhibit 13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2004.

Management does not believe that there has been a material change in the nature or categories of the primary market risk exposures, or the particular markets that present the primary risk of loss to the Bank. As of the date of this report, management does not know of or expect there to be any material change in the general nature of its primary market risk exposure in the near term. The methods by which the Bank manages its primary market risk exposures, as described in the sections of its Annual Report to Shareholders incorporated by reference in response to this item, have not changed materially since the end of 2004. As of the date of this report, management does not expect to make material changes in those methods in the near term. The Registrant may change those methods in the future to adapt to changes in circumstances or to implement new techniques.

The Bank's market risk exposure is mainly comprised of its vulnerability to interest rate risk. Prevailing interest rates and interest rate relationships are primarily determined by market factors that are beyond the Bank's control. All information provided in response to this item consists of forward-looking statements. Reference is made to the section captioned "Forward-Looking Statements" in Item 2 of this report for a discussion of the limitations on the Registrant's responsibility for such statements. In this discussion, "near term" means a period of one year following the date of the most recent balance sheet contained in this report.

Item 4.  Controls and Procedures.

An evaluation was performed under the supervision and with the participation of the Registrant's management, including the Chief Executive Officer and principal financial officer, of the effectiveness of the design and operation of the Registrant's disclosure controls and procedures. Based on and as of the time of that evaluation, the Registrant's management, including the Chief Executive Officer and principal financial officer, concluded that the Registrant's disclosure controls and procedures were effective as of the end of the period covered by this report. There was no change in the Registrant's internal control over financial reporting that occurred during the three months ended March 31, 2005 that has materially affected, or that is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

There are no material pending legal proceedings to which the Registrant or the Bank is a party to or to which any of their property is subject, except for proceedings which arose in the ordinary course of business. In the opinion of management, pending or current legal proceedings will not have a material effect on the consolidated financial condition of the Registrant.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

On January 26, 2005, the Registrant issued 849 shares of common stock, without par value, to the directors of the Registrant pursuant to the Directors' Stock Purchase Plan for an aggregate cash price of $18,000. The Registrant relied on the exemption contained in Section 4(6) of the Securities Act of 1933 in connection with this sale.

ISSUER PURCHASES OF EQUITY SECURITIES

(1)  The repurchase plan was adopted and announced on July 15, 1998. There is no stated expiration date. The plan authorized the repurchase of up to 52,500 shares. On July 21, 2004, the Board of Directors authorized the Registrant to repurchase an additional 52,500 shares under a new publicly announced repurchase plan. All shares purchased by the Registrant during the three months ended March 31, 2005 were made as open-market transactions. The number of shares of common stock and price per share amounts have been adjusted for the 5% stock dividend declared by the Registrant on April 20, 2005. The dividend is payable May 31, 2005 to shareholders of record on May 9, 2005.

Item 3.  Defaults Upon Senior Securities.

None.

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

None.

Item 5.  Other Information.

None.

Item 6.  Exhibits

The following exhibits are filed or incorporated by reference as part of this report:

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.

INDEX TO EXHIBITS

The following exhibits are filed or incorporated by reference as part of this report: