10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             .

COMMISSION FILE NUMBER 000-22062

UWHARRIE CAPITAL CORP

(Exact name of registrant as specified in its charter)

NORTH CAROLINA	56-1814206
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

132 NORTH FIRST STREET ALBEMARLE, NORTH CAROLINA	28001
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone number, including area code: (704) 983-6181

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

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

Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x

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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date: 7,255,822 shares of common stock outstanding as of October 31, 2007.

Table of Contents

		Page No.
Part I.	FINANCIAL INFORMATION
Item 1 -	Financial Statements (Unaudited)
	Consolidated Balance Sheets September 30, 2007 and December 31, 2006	3
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2007 and 2006	4
	Consolidated Statement of Changes in Shareholders’ Equity Nine Months Ended September 30, 2007	5
	Consolidated Statements of Cash Flows Nine Months Ended September 30, 2007 and 2006	6
	Notes to Consolidated Financial Statements	7
Item 2 -	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3 -	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4T -	Controls and Procedures	18
Part II.	OTHER INFORMATION
Item 1 -	Legal Proceedings	18
Item 1A -	Risk Factors	18
Item 2 -	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3 -	Defaults Upon Senior Securities	20
Item 4 -	Submission of Matters to a Vote of Security Holders	20
Item 5 -	Other Information	20
Item 6 -	Exhibits	20

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Uwharrie Capital Corp and Subsidiaries

Consolidated Balance Sheets

Part I. FINANCIAL INFORMATION

Item 1 - Financial Statements

	September 30, 2007 (Unaudited)			December 31, 2006*
	(dollars in thousands)
ASSETS
Cash and due from banks	$	12,095		$	15,088
Interest-earning deposits with banks		2,647			2,147
Federal funds sold		620			17,525
Securities available for sale, at fair value		43,828			37,150
Loans:
Loans held for sale		4,194			3,814
Loans held for investment		309,817			288,135
Less allowance for loan losses		(3,394	)		(3,171	)
Net loans		310,617			288,778
Premises and equipment, net		8,733			8,618
Interest receivable		2,110			1,775
Federal Home Loan Bank stock		1,792			1,980
Bank owned life insurance		5,256			5,133
Goodwill		987			987
Other assets		4,283			4,080
Total assets	$	392,968		$	383,261
LIABILITIES
Deposits:
Demand noninterest-bearing	$	45,737		$	48,149
Interest checking and money market accounts		107,593			101,470
Savings deposits		26,172			27,833
Time deposits, $100,000 and over		44,454			48,450
Other time deposits		93,594			83,698
Total deposits		317,550			309,600
Short-term borrowed funds		25,705			13,040
Long-term debt		16,692			29,289
Interest payable		440			503
Other liabilities		1,597			1,196
Total liabilities		361,984			353,628
Off balance sheet items, commitments and contingencies (Note 5)
SHAREHOLDERS’ EQUITY
Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,255,822 and 7,423,550 shares, respectively (1)		9,070			9,279
Additional paid-in capital		12,783			13,541
Unearned ESOP compensation		(815	)		(859	)
Undivided profits		9,651			7,502
Accumulated other comprehensive income		295			170
Total shareholders’ equity		30,984			29,633
Total liabilities and shareholders’ equity	$	392,968		$	383,261

(1) A 3% stock dividend was declared, after the balance sheet date, and actual outstanding shares presented have not been adjusted to reflect this dividend.

(*) Derived from audited consolidated financial statements

See accompanying notes

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Uwharrie Capital Corp and Subsidiaries

Consolidated Statements of Operations (Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2007		2006			2007			2006
	(in thousands, except share and per share data)
Interest Income
Loans, including fees	$	6,174	$	5,729		$	17,693		$	16,207
Investment securities
US Treasury		25		25			73			74
US Government agencies and corporations		376		213			972			609
State and political subdivisions		157		160			477			516
Other		38		33			112			104
Interest-earning deposits with banks and federal funds sold		76		253			711			351
Total interest income		6,846		6,413			20,038			17,861
Interest Expense
Interest checking and money market accounts		639		662			2,015			1,660
Savings deposits		132		176			412			570
Time deposits, $100,000 and over		529		628			1,701			1,464
Other time deposits		1,052		848			3,051			2,148
Short-term borrowed funds		352		221			843			574
Long-term debt		260		426			972			1,278
Total interest expense		2,964		2,961			8,994			7,694
Net interest income		3,882		3,452			11,044			10,167
Provision for loan losses		18		54			(120	)		298
Net interest income after provision for loan losses		3,864		3,398			11,164			9,869
Noninterest Income
Service charges on deposit accounts		550		508			1,609			1,477
Other service fees and commissions		750		579			2,169			1,712
Loss on sale of securities		—		—			(76	)		—
Gain(loss) on sale fixed assets/other assets		6		(9	)		26			(26	)
Income from mortgage loan sales		235		281			678			569
Other income		119		78			288			243
Total noninterest income		1,660		1,437			4,694			3,975
Noninterest Expense
Salaries and employee benefits		2,493		2,242			7,414			6,757
Net occupancy expense		219		174			645			544
Equipment expense		150		162			456			471
Data processing costs		188		274			551			680
Other noninterest expense		1,364		1,048			3,704			3,306
Total noninterest expense		4,414		3,900			12,770			11,758
Income before income taxes		1,110		935			3,088			2,086
Income taxes		336		282			939			566
Net income	$	774	$	653		$	2,149		$	1,520
Net income per common share
Basic	$	0.11	$	0.09		$	0.29		$	0.20
Diluted	$	0.10	$	0.09		$	0.29		$	0.20
Weighted average common shares outstanding
Basic		7,345,988		7,481,813			7,408,847			7,456,059
Diluted		7,479,293		7,594,461			7,518,137			7,569,019

See accompanying notes

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Uwharrie Capital Corp and Subsidiaries

Consolidated Statement of Changes in Shareholders’ Equity

						Additional			Unearned					Accumulated Other
	Common Stock					Paid-in			ESOP			Undivided		Comprehensive
	Shares		Amount			Capital			Compensation			Profits		Income		Total
	(in thousands, except share data)
Balance, December 31, 2006	7,423,550		$	9,279		$	13,541		$	(859	)	$	7,502	$	170	$	29,633
Net income	—			—			—			—			2,149		—		2,149
Other comprehensive income	—			—			—			—			—		125		125
Release of ESOP shares	—			—			25			44			—		—		69
Common stock issued pursuant to:
Stock options exercised	12,764			16			20			—			—		—		36
Tax benefit of stock options exercised -				—			3			—			—		—		3
Repurchase of common stock	(180,492	)		(225	)		(840	)		—			—		—		(1,065	)
Stock based compensation	—			—			34			—			—		—		34
Balance, September 30, 2007	7,255,822		$	9,070		$	12,783		$	(815	)	$	9,651	$	295	$	30,984

(1) A 3% stock dividend was declared, after the balance sheet date, and actual outstanding shares presented have not been adjusted to reflect this dividend

See accompanying notes

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Uwharrie Capital Corp and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended September 30,
	2007			2006
	(dollars in thousands)
Cash flows from operating activities
Net income	$	2,149		$	1,520
Adjustments to reconcile net income to net cash
Provided (used) by operating activities:
Depreciation		471			473
Net amortization of security premiums		(158	)		(19	)
Provision for loan losses		(120	)		298
Stock based compensation		34			47
Net realized loss on available for sale securities		76			—
Income from mortgage loan sales		(678	)		(569	)
Proceeds from sales of loans held for sale		32,652			31,475
Origination of loans held for sale		(32,354	)		(29,144	)
(Gain) loss on sale of premises, equipment and other assets		(26	)		2
Increase in cash surrender value of life insurance		(123	)		(122	)
Loss on sale of foreclosed real estate		—			24
Release of ESOP shares		69			71
Net change in interest receivable		(335	)		(258	)
Net change in other assets		(318	)		(414	)
Net change in interest payable		(63	)		66
Net change in other liabilities		401			9
Net cash provided by operating activities		1,677			3,459
Cash flows from investing activities
Proceeds from sales, maturities and calls of securities available for sale		9,146			5,620
Purchase of securities available for sale		(15,542	)		(7,021	)
Net decrease in Federal Home Loan Bank Stock		188			92
Net increase in loans		(21,399	)		(20,561	)
Proceeds from sales of premises, equipment and other assets		87			—
Purchases of premises and equipment		(586	)		(667	)
Proceeds from sales of foreclosed real estate		39			205
Net cash used in investing activities		(28,067	)		(22,332	)
Cash flows from financing activities
Net increase in deposit accounts		7,950			30,625
Net increase in short-term borrowed funds		12,665			3,863
Net decrease in long-term debt		(12,597	)		(2,398	)
Repurchase of common stock		(1,065	)		(145	)
Proceeds from the exercise of stock options		36			204
Tax benefit of stock options exercised		3			—
Net cash provided by financing activities		6,992			32,149
Increase (decrease) in cash and cash equivalents		(19,398	)		13,276
Cash and cash equivalents, beginning of period		34,760			21,369
Cash and cash equivalents, end of period	$	15,362		$	34,645

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UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Note 1 – Basis of Presentation

The financial statements and accompanying notes are presented on a consolidated basis including Uwharrie Capital Corp (the “Company”) and its subsidiaries, Bank of Stanly (“Stanly”), Anson Bank & Trust Co. (“Anson”), Cabarrus Bank & Trust Company (“Cabarrus”), Strategic Investment Advisors, Inc., (“SIA”), and Uwharrie Mortgage Inc. Stanly consolidates its subsidiaries, the Strategic Alliance Corporation, BOS Agency, Inc. and Gateway Mortgage, Inc., each of which is wholly-owned by Stanly.

The information contained in the consolidated financial statements is unaudited. In the opinion of management, the consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and material adjustments necessary for a fair presentation of results of interim periods, all of which are of a normal recurring nature, have been made. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for an entire year. Management is not aware of economic events, outside influences or changes in concentrations of business that would require additional clarification or disclosure in the consolidated financial statements. Certain prior period amounts have been reclassified to conform to current period classifications. These reclassifications had no effect on net income or shareholders’ equity as previously reported.

The organization and business of the Company, accounting policies followed by the Company and other information are contained in the notes to consolidated financial statements filed as part of the Company’s 2006 annual report on Form 10-K. This quarterly report should be read in conjunction with such annual report.

Note 2 – Comprehensive Income

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income.

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2007			2006			2007			2006
Net income	$	774		$	653		$	2,149		$	1,520
Other comprehensive income (loss)
Unrealized holding gains (losses) on available for sale securities		397			505			126			(99	)
Related tax effect		(153	)		(195	)		(48	)		38
Reclassification of loss recognized in net income		—			—			76			—
Related tax effect		—			—			(29	)		—
Total other comprehensive income (loss)		244			310			125			(61	)
Comprehensive income	$	1,018		$	963		$	2,274		$	1,459

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Note 3 – Per Share Data

On October 30, 2007, the Company’s Board of Directors declared a 3% stock dividend payable on December 7, 2007 to shareholders of record on November 13, 2007. All information presented in the accompanying interim consolidated financial statements regarding earnings per share and weighted average number of shares outstanding has been computed giving effect to this stock dividend.

Basic and diluted net income per common share is computed based on the weighted average number of shares outstanding during each period after retroactively adjusting for stock dividends. Diluted net income per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the net income of the Company.

Basic and diluted net income per common share have been computed based upon net income as presented in the accompanying consolidated statements of operations divided by the weighted average number of common shares outstanding or assumed to be outstanding. The computation of basic and dilutive earnings per share is summarized below:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2007		2006		2007		2006
Weighted average number of common shares used in computing basic net income per common share	7,492,278		7,643,605		7,555,137		7,617,851
Effect of ESOP shares	(146,290	)	(161,792	)	(146,290	)	(161,792	)
Adjusted weighted average number of common shares used in computing basic net income per common share	7,345,988		7,481,813		7,408,847		7,456,059
Effect of dilutive stock options	133,305		112,648		109,290		112,960
Weighted average number of common shares and dilutive potential common shares used in computing diluted net income per common share	7,479,293		7,594,461		7,518,137		7,569,019

Note 4 – Loans

Loans outstanding at period end: (in thousands)	September 30, 2007		December 31, 2006
Commercial	$	37,079	$	36,406
Real estate-construction		39,817		27,342
Real estate-residential		133,413		126,248
Real estate-commercial		85,553		84,744
Consumer loans		13,863		13,262
Loans held for sale		4,194		3,814
All other loans		92		133
Total	$	314,011	$	291,949

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Analysis of the allowance for loan losses:	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2007			2006			2007			2006
Balance at beginning of period	$	3,337		$	4,601		$	3,171		$	4,482
Provision charged to operations		18			54			(120	)		298
Charge-offs		(31	)		(1,467	)		(194	)		(1,651	)
Recoveries		70			4			537			63
Net charge-offs		39			(1,463	)		343			(1,588	)
Balance at end of period	$	3,394		$	3,192		$	3,394		$	3,192

Note 5 – Commitments and Contingencies

The subsidiary banks are party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of their customers. These financial instruments include commitments to extend credit, lines of credit and standby letters of credit. These instruments involve elements of credit risk in excess of amounts recognized in the accompanying financial statements.

The banks’ risk of loss with the unfunded loans and lines of credit or standby letters of credit is represented by the contractual amount of these instruments. The banks use the same credit policies in making commitments under such instruments as they do for on-balance sheet instruments. The amount of collateral obtained, if any, is based on management’s credit evaluation of the borrower. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Credit card commitments are unsecured. At September 30, 2007, outstanding financial instruments whose contract amounts represent credit risk were approximately:

(in thousands)
Commitments to extend credit	$	84,308
Credit card commitments		8,802
Standby letters of credit		773
Total commitments	$	93,883

Note 6 – Recent Accounting Pronouncements

The provisions of Statement of Financial Accounting Standards No.156 (“SFAS 156”), Accounting for Servicing of Financial Assets-an amendment of FASB Statement No. 10, were effective beginning January 1, 2007. The adoption of the provisions of SFAS No. 156 had no effect on financial position or results of operations.

Statement of Financial Accounting Standards No. 157 (“SFAS 157”), Fair Value Measurements, defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company is in the process of evaluating the impact of the adoption of SFAS No. 157 on the consolidated financial statements.

Statement of Financial Accounting Standards No. 159 (“SFAS 159”), The Fair Value Option for Financial Assets and Financial Liabilities, permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of this standard is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported

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earnings caused by measuring related assets and liabilities differently without having to apply complete hedge accounting provisions. This statement is effective for fiscal years beginning after November 15, 2007, with early adoption permitted under certain circumstances. The Company has chosen not to adopt the provision of SFAS 159 on an early basis. The Company has evaluated this statement and does not believe it will have a material effect on the Company’s consolidated financial statements.

The Company adopted the Financial Accounting Standards Board’s Interpretation No. 48 “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”), effective January 1, 2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in financial statements and requires the impact of a tax position to be recognized in the financial statements if that position is more likely than not of being sustained by the taxing authority. The adoption of FIN 48 did not have a material effect on our consolidated financial position or results of operations.

From time to time, the FASB issues exposure drafts of proposed statements of financial accounting standards. Such exposure drafts are subject to comment from the public, to revisions by the FASB and to final issuance by the FASB as statements of financial accounting standards. Management considers the effect of the proposed statements on the consolidated financial statements of the Company and monitors the status of changes to and proposed effective dates of exposure drafts.

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q may contain certain forward-looking statements consisting of estimates with respect to the financial condition, results of operations and business of the Company that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to, general economic conditions, changes in interest rates, deposit flows, loan demand, real estate values, and competition; changes in accounting principles, policies, or guidelines; changes in legislation or regulation; and other economic, competitive, governmental, regulatory, and technological factors affecting the Company’s operations, pricing, products and services.

Comparison of Financial Condition at September 30, 2007 and December 31, 2006.

During the nine months ended September 30, 2007, the Company’s total assets increased $9.7 million or 2.5% from $383.3 million to $393.0 million. During the nine months, loans held for investment increased $21.7 million or 7.5%, from $288.1 million at December 31, 2006 to $309.8 million at September 30, 2007. Investment securities increased $6.7 million during the period. These increases, however, were offset by a decrease in cash and cash equivalents of $19.4 million.

Cash and cash equivalents decreased $19.4 million during the nine months ended September 30, 2007. Cash and due from banks declined $3.0 million, while federal funds sold decreased $16.9 million. Interest-earning deposits with banks increased $500 thousand for the period. The growth in the loan portfolio was partially funded by the decrease in federal funds sold.

Investment securities increased $6.7 million or 18.0% for the nine month period. The Company executed a transaction selling $4.0 million in securities realizing a loss of $75 thousand and reinvested the proceeds to improve its yield. The Company also had an additional sale realizing a loss of $1 thousand and purchased $12.0 million in new investments.

As stated, loans held for investment increased $21.7 million to $309.8 million during the period ended September 30, 2007. The Company has experienced positive growth trends in all areas

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of its loan portfolio. Real estate construction loans lead the way with a $12.5 million increase during the period. Loans held for sale increased 10.0% or $380 thousand during the period. The growth in our residential lending is being generated from the continued growth in the recreational, high end developments. This growth is expected to remain steady in the foreseeable future. The allowance for loan losses was $3.4 million at September 30, 2007 which represents 1.10% of the loans held for investment portfolio, unchanged from December 31, 2006.

Other changes in our consolidated assets related to premises and equipment, interest receivable, Federal Home Loan Bank stock, bank owned life insurance and other assets. Premises and equipment increased $115 thousand, interest receivable grew $335 thousand, impacted by loan and investment growth, bank owned life insurance increased $123 thousand and other assets increased $203 thousand. These increases were offset by a decrease in Federal Home Loan Bank stock of $188 thousand. Owning Federal Home Loan Bank stock is a requirement for member banks that utilize Federal Home Loan Bank for borrowing funds. The amount of stock owned by each member bank is based primarily on the amount of borrowing outstanding.

Customer deposits, our primary funding source experienced an $8.0 million increase during the nine months ended September 30, 2007, increasing from $309.6 million to $317.6 million Interest checking and money market accounts increased $6.1 million while other time deposits grew $9.9 million. This growth was offset by declines in demand noninterest bearing of $2.4 million, savings deposits of $1.6 million and time deposits over $100 thousand of $4.0 million. The increase in interest checking stemmed from a temporary buildup with a major customer that has since adjusted to it’s normal balance.

Total borrowings increased by $68 thousand during the nine month period ended September 30, 2007. Borrowings consist of both short-term and long-term borrowed funds. The Company utilized both short-term and long-term advances from Federal Home Loan Bank. At September 30, 2007, $23.4 million of the total borrowings of $42.4 million were comprised of Federal Home Loan Bank advances.

The Company had long-term debt of $5.2 million of junior subordinated debentures to Uwharrie Statuary Trust I, issued in 2002, in exchange for the proceeds of the trust preferred securities issued by the trust. The junior subordinated debentures were incurred in long-term debt and were redeemable on September 26, 2007 or afterwards. The annual interest rate was LIBOR plus 3.40%. During the third quarter, the Company made a decision to help improve their interest margin by refinancing the subordinated debt. They did repay the debt, however market rates increased during the process and the replacement of the subordinated debt was placed on hold pending more favorable market conditions. The Company did replace the debt with other shorter term borrowings.

At September 30, 2007, total shareholders’ equity was $31.0 million, an increase of $1.4 milliion from December 31, 2006. Net income for the period was $2.1 million and the Company received $36 thousand from the exercise of stock options. Unrealized gains on investment securities, net of tax, increased $125 thousand. These increases were offset by the repurchase of 180,492 shares of the Company’s common stock at a cost of $1.1 million.

At September 30, 2007, the Company and its subsidiary banks exceeded all applicable regulatory capital requirements.

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Comparison of Results of Operations For the Three Months Ended September 30, 2007 and 2006.

Net Income

Uwharrie Capital Corp reported net income of $774 thousand, or $0.11 per basic share, for the three months ended September 30, 2007, as compared to $653 thousand, or $0.09, for the three months ended September 30, 2006, an increase of $121 thousand, or $0.02 per share.

Net Interest Income

The Company’s primary source of income, net interest income, increased $430 thousand or 12.5% for the period ending September 30, 2007, as compared to the same period for 2006. Refer to the nine month discussion on page 13 for further information.

Provision for Loan Losses

The provision for loan losses was $18 thousand and $54 thousand for the three months ended September 30, 2007 and 2006 respectively. There were net loan recoveries of $39 thousand for the three months ended September 30, 2007 as compared with net loan charge-offs of $1.5 million during the same period of 2006. Refer to the Asset Quality discussion on page 15 for further information.

Noninterest Income

Total noninterest income increased $223 thousand, from $1.4 million for the quarter ended September 30, 2006 to $1.7 million for the same period in 2007. Service charges on deposit accounts produced revenues of $550 thousand for the three months ended September 30, 2007, an increase of $42 thousand, or 8.5%. Other service fees and commissions experienced a 29.5% increase for the comparable three month periods. Growth in ATM fees of $24 thousand and investment fees on managed accounts of $117 thousand enhanced this increase. Income from mortgage loan sales decreased $46 thousand from $281 thousand for the quarter ended September 30, 2006 to $235 thousand for the same period in 2007.

Noninterest Expense

Noninterest expense for the quarter ended September 30, 2007 was $4.4 million compared to $3.9 million for the same period of 2006, an increase of $514 thousand. Salaries and employee benefits, the largest component of noninterest expense, increased $251 thousand, from $2.2 million for the quarter ending September 30, 2006 to $2.5 million for the same period in 2007. Additions at the executive and bank support staff levels during the past year coupled with normal salary increases contributed to this increase. Other noninterest expense increased $316 thousand from the comparable three month period. In relation to the aforementioned discussion on the subordinated debt, the Company expensed $126 thousand in remaining unamortized issue costs during third quarter contributing to the increase in other noninterest expense. The table below reflects the composition of other noninterest expenses.

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Other noninterest expenses

	Three months ended September 30,
	2007		2006
	(in thousands)
Professional fees and services	$	212	$	158
Marketing and donations		136		165
Office supplies, printing and postage		105		100
Telephone and data lines		58		55
Electronic banking expenses		182		150
Software amortization and maintenance		104		101
Loan collection expense		36		34
Subordinated debt issue costs		127		1
Other		404		284
Total	$	1,364	$	1,048

Income Tax Expense

The Company had income tax expense of $336 thousand for the three months ended September 30, 2007 resulting in an effective tax rate of 30.3% compared to income tax expense of $282 thousand and an effective rate of 30.2% in the 2006 period. Income taxes computed at the statutory rate are reduced primarily by the eligible amount of interest earned on state and municipal securities, tax free municipal loans and income earned on bank owned life insurance.

Comparison of Results of Operations For the Nine Months Ended September 30, 2007 and 2006.

Net Income

Uwharrie Capital Corp reported net income of $2.1 million, or $0.29 per basic share, for the nine months ended September 30, 2007, an increase of $629 thousand, or $0.09 per share in comparison to the same period in 2006.

Net Interest Income

As with most financial institutions, the primary component of earnings for our banks is net interest income. Net interest income is the difference between interest income, principally from loan and investment securities portfolios, and interest expense, principally on customer deposits and borrowings. Changes in net interest income result from changes in volume, spread and margin. For this purpose, volume refers to the average dollar level of interest-earning assets and interest-bearing liabilities, spread refers to the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities, and margin refers to net interest income divided by average interest-earning assets. Margin is influenced by the level and relative mix of interest-earning assets and interest-bearing liabilities, as well as by levels of noninterest-bearing liabilities and capital.

Net interest income for the nine months ended September 30, 2007 was $11.0 million as compared with $10.2 million during the nine months ending September 30, 2006, resulting in an increase of $877 thousand, or 8.6%. During the nine month ending September 30, 2007 our growth in the volume of interest-earning assets outpaced the nine months growth in interest-bearing liabilities by $694 thousand. The average yield on our interest-earning assets increased 28 basis points to 7.49%, while the average rate we paid for our interest-bearing liabilities increased 27 basis points. These increases resulted in an increase of 1 basis point in our interest rate spread, from 3.63% in 2006 to 3.64% in 2007. Our net interest margin was 4.19% and 4.17% for the comparable periods in 2007 and 2006.

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The following table presents average balance sheets and a net interest income analysis for the nine months ended September 30, 2007 and 2006:

Average Balance Sheet and Net Interest Income Analysis

For the Nine Months Ended September 30,

	Average Balance				Income/Expenses				Rate/Yield
(in thousands)	2007		2006		2007		2006		2007		2006
Interest-earning assets:
Loans (1)	$	299,894	$	288,518	$	17,550	$	16,055	7.82	%	7.44	%
Nontaxable loans (2)		3,955		4,240		143		152	7.87	%	7.79	%
Taxable securities		29,044		24,542		1,165		862	5.36	%	4.70	%
Nontaxable securities (2)		12,932		11,744		469		441	7.88	%	8.18	%
Other (3)		18,789		8,925		711		351	5.06	%	5.26	%
Total interest-earning assets		364,614		337,969		20,038		17,861	7.49	%	7.21	%
Interest-bearing liabilities:
Interest-bearing deposits		263,537		237,452		7,179		5,842	3.64	%	3.29	%
Short-term borrowings		27,075		17,012		843		574	4.16	%	4.51	%
Long-term borrowings		21,671		32,691		972		1,278	6.00	%	5.23	%
Total interest bearing liabilities		312,283		287,155		8,994		7,694	3.85	%	3.58	%
Net interest spread	$	52,331	$	50,814	$	11,044	$	10,167	3.64	%	3.63	%
Net interest margin (2) (% of earning assets)									4.19	%	4.17	%

(1) Average loan balances are stated net of unearned income and include nonaccrual loans. Interest recognized on nonaccrual loans is included in interest income.

(2) Yields related to securities and loans exempt from income taxes are stated on a fully tax-equivalent basis, assuming a 38.55% tax rate.

(3) Includes federal funds sold and interest bearing deposits with banks.

Provision for Loan Losses

The provision for loan losses was $(120) thousand and $298 thousand for the nine months ended September 30, 2007 and 2006 respectively. There were net loan recoveries of $343 thousand for the nine months ended September 30, 2007 as compared with net loan charge-offs of $1.6 million during the same period of 2006. Refer to the Asset Quality discussion on page 15 for further information.

Noninterest Income

The Company generates most of its revenue from net interest income; however, like all financial institutions, diversification of our earnings base is of major importance in our long term success. Total noninterest income increased $719 thousand, from $4.0 million for the nine months ended September 30, 2006 to $4.7 million for the same period in 2007. Service charges on deposit accounts produced earnings of $1.6 million for the nine months ended September 30, 2007, an increase of $132 thousand, or 9.0%. Other service fees and commissions experienced a 26.7% increase for the comparable nine month periods. Growth in MasterCard fee income of $24 thousand and investment fees on managed accounts of $386 thousand enhanced this increase. Income from mortgage loan sales increased $109 thousand from $569 thousand for the nine months ended September 30, 2006 to $678 thousand for the same period in 2007.

Noninterest Expense

Noninterest expense for the nine months ended September 30, 2007 was $12.8 million compared to $11.8 million for the same period of 2006, an increase of $1.0 million. Salaries and

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employee benefits, the largest component of noninterest expense, increased $657 thousand, from $6.8 million for the nine months ending September 30, 2006 to $7.4 million for the same period in 2007. Additions at the executive and bank support staff levels during the past year coupled with normal salary increases contributed to this increase. Net occupancy expense increased $101 thousand while other noninterest expense increased $398 thousand from the comparable nine month period. The table below reflects the composition of other noninterest expenses.

Other noninterest expense

	Nine months ended September 30,
	2007		2006
	(in thousands)
Professional fees and services	$	588	$	456
Marketing and donations		413		457
Office supplies, printing and postage		323		351
Telephone and data lines		174		163
Electronic banking expenses		511		432
Software amortization and maintenance		318		264
Loan collection expense		104		147
Subordinated debt issue costs		130		4
Other		1,143		1,032
Total	$	3,704	$	3,306

Income Tax Expense

The Company had income tax expense of $939 thousand for the nine months ended September 30, 2007 resulting in an effective tax rate of 30.4% compared to income tax expense of $566 thousand and an effective rate of 27.1% in the 2006 period. Income taxes computed at the statutory rate are reduced primarily by the eligible amount of interest earned on state and municipal securities, tax free municipal loans and income earned on bank owned life insurance. The increase in the effective tax rate resulted primarily from a decrease in the level of such tax free income as a percentage of net income in the first nine months of 2007 compared to the same period in 2006.

Asset Quality

The Company’s allowance for loan losses is established through charges to earnings in the form of a provision for loan losses. The allowance is increased by provisions charged to operations and by recoveries of amounts previously charged off, and reduced by loans charged off. Management evaluates the adequacy of the allowance at least quarterly. In evaluating the adequacy of the allowance, management considers the growth, composition and industry diversification of the portfolio, historical loan loss experience, current delinquency levels, adverse situations that may affect a borrower’s ability to repay, estimated value of any underlying collateral, prevailing economic conditions and other relevant factors. The Company’s credit administration function, through a review process, validates the accuracy of the initial risk grade assessment. In addition, as a given loan’s credit quality improves or deteriorates, the credit administration department has the responsibility to change the borrower’s risk grade accordingly. For loans determined to be impaired, the allowance is based either on discounted cash flows using the loan’s initial effective interest rate or on the fair value of the collateral for certain collateral dependent loans. This evaluation is inherently subjective, as it requires material estimates, including the amounts and timing of future cash flows expected to be received on impaired loans, which may be susceptible to significant change. In addition, regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses and may require additions for estimated losses based upon judgments different from those of management.

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Management uses the risk-grading program to facilitate the evaluation of probable inherent loan losses and the adequacy of the allowance for loan losses. In this program, risk grades are initially assigned by loan officers and reviewed and monitored by credit administration. The Company strives to maintain its loan portfolio in accordance with conservative loan underwriting policies that result in loans specifically tailored to the needs of its market area. Every effort is made to identify and minimize the credit risks associated with such lending strategies. The Company has no foreign loans and does not engage in significant lease financing or highly leveraged transactions. The Company follows a loan review program designed to evaluate the credit risk in the loan portfolio. This process includes the maintenance of an internally classified watch list that helps management assess the overall quality of the loan portfolio and the adequacy of the allowance for loan losses. In establishing the appropriate classification for specific assets, management considers, among other factors, the estimated value of the underlying collateral, the borrower’s ability to repay, the borrower’s payment history and the current delinquent status. As a result of this process, certain loans are categorized as substandard, doubtful or loss and reserves are allocated based on management’s judgment and historical experience.

The allowance for loan losses represents management’s estimate of an appropriate amount to provide for known and inherent losses in the loan portfolio in the normal course of business. While management believes that it uses the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary and results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. Furthermore, while management believes it has established the allowance for loan losses in conformity with generally accepted accounting principles, there can be no assurance that regulators, in reviewing the Company’s portfolio, will not require an adjustment to the allowance for loan losses. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that increases will not be necessary, should the quality of any loans deteriorate as a result of the factors discussed herein. Any material increase in the allowance for loan losses may adversely affect the Company’s financial condition and results of operations.

The provision for loan losses declined from $298 thousand for the nine months ended September 30, 2006 to $(120) thousand for the current year. Additionally, the allowance expressed as a percentage of loans held for investment was 1.10% at both December 31, 2006 and September 30, 2007. The decline in the level of our provision in the 2007 period resulted primarily from improved trends in our overall asset quality. During the first nine months of 2007 the levels of our impaired loans and the specific impairment identified for those impaired loans decreased by $1.2 million and $132 thousand, respectively, due primarily to the pay-off of one impaired loan that also resulted in a recovery of $173 thousand. Additionally, other potential problem loans, which consist of loans which are currently performing and are not deemed to be impaired, but about which we have serious doubts as to the borrower’s ability to comply with present repayment terms, declined from $2.9 million at December 31, 2006 to $1.8 million at September 30, 2007, while the allowance for these loans decreased during this same period by $257 thousand. Net loan charge-offs for the nine months ending September 30, 2006 were $1.6 million, while the same period in 2007 experienced net loan recoveries of $343 thousand. The recoveries for 2007 directly impacted the aforementioned negative provision of $120 thousand.

The allowance as a percentage of total impaired and potential problem loans has increased from 52.6% at December 31, 2006 to 90.8% at September 30, 2007. Likewise, the portion of the allowance specifically allocable to impaired loans decreased from 28.0% at December 31, 2006 to 22.3% at September 30, 2007. Management believes the current level of allowance for loan losses to be adequate at this time.

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Liquidity and Capital Resources

The objective of the Company’s liquidity management policy is to ensure the availability of sufficient cash flows to meet all financial commitments and to capitalize on any opportunities for expansion. Liquidity management addresses the ability to meet deposit withdrawals on demand or at contractual maturity, to repay borrowings as they mature, and to fund new loans and investments as opportunities arise.

The Company’s primary sources of internally generated funds are principal and interest payments on loans, cash flows generated from operations and cash flow generated by investments. Growth in deposits is typically the primary source of funds for loan growth. The Company and its subsidiary banks have multiple funding sources in addition to deposits that can be used to increase liquidity and provide additional financial flexibility. These sources are the subsidiary banks’ established federal funds lines with correspondent banks aggregating $20.1 million at September 30, 2007, with available credit of $20.1 million; established borrowing relationships with the Federal Home Loan Bank, with available credit of $31.0 million; access to borrowings from the Federal Reserve Bank discount window, and the sale of securities under agreements to repurchase. In addition, the Company issues commercial paper and has secured long-term debt from other sources. Total debt from these sources aggregated $42.4 million at September 30, 2007, compared to $42.3 million at December 31, 2006.

Banks and bank holding companies, as regulated institutions, must meet required levels of capital. The FDIC and the Federal Reserve, the primary federal regulators of the Company and its subsidiary banks, have adopted minimum capital regulations or guidelines that categorize components and the level of risk associated with various types of assets.

Regulatory guidelines require a minimum of total capital to risk-adjusted assets ratio of 8 percent and a Tier I leverage ratio of 4 percent. Banks, which meet or exceed a Tier I ratio of 6 percent, a total capital ratio of 10 percent and a Tier I leverage ratio of 5 percent are considered “well capitalized” by regulatory standards. Financial institutions are expected to maintain a level of capital commensurate with the risk profile assigned to their assets in accordance with those guidelines.

Both the Company and its subsidiary banks have maintained capital levels exceeding minimum levels for “well capitalized” banks and bank holding companies.

Accounting and Regulatory Matters

Management is not aware of any known trends, events, uncertainties or current recommendations by regulatory authorities that will have or that are reasonably likely to have a material effect on the Company’s liquidity, capital resources, or other operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Company’s primary market risk is interest rate risk. Interest rate risk is the result of differing maturities or repricing intervals of interest-earning assets and interest-bearing liabilities and the fact that rates on these financial instruments do not change uniformly. These conditions may impact the earnings generated by the Company’s interest earning assets or the cost of its interest-bearing liabilities, thus directly impacting the Company’s overall earnings. The Company’s management actively monitors and manages interest rate risk. One way this is accomplished is through the development of, and adherence to the Company’s asset/liability policy. This policy sets forth management’s strategy for matching the risk characteristics of the Company’s interest-earning assets and liabilities so as to mitigate the effect of changes in the rate environment. The Company’s market risk profile has not changed significantly since December 31, 2006.

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Item 4T. Controls and Procedures

At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-14.

Based upon that evaluation, the Chief Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective (1) to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Principal Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

There were no changes in the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company reviews its disclosure controls and procedures, which may include its internal control over financial reporting, on an ongoing basis, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

Neither the Company nor its subsidiaries, nor any of their properties are subject to any material legal proceedings other than ordinary routine litigation incidental to their business.

Item 1A. Risk Factors

There has been no change in the risk factors included in the Company’s most recent annual report on form 10-K.

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

The following table sets forth information with respect to shares of common stock repurchased by the Company during the three months ended September 30, 2007.

	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Program (1)	(d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans (2)
July 1, 2007 Through July 31, 2007	61,860	$	5.80	—	$	—
August 1, 2007 Through August 31, 2007	10,724	$	6.00	—	$	—
September 1, 2007 Through September 30, 2007	12,656	$	5.98	—	$	—
Total	85,240	$	5.85	—		—

(1) Trades of the Company’s stock occur in the Over-the-Counter marketplace from time to time. The Company also has in place a Stock Repurchase Plan that provides liquidity to its shareholders in the event a willing buyer is not available to purchase shares that are offered for sale. The Company is under no obligation to purchase shares offered; however, it will accommodate such offers as its Stock Repurchase Plan allows. This plan was initially adopted in 1995 and is approved annually by resolution of the Board of Directors or the Executive Committee of the Board.

(2) On March 20, 2007 the Board of Directors of Uwharrie Capital Corp unanimously approved the repurchase of 95,252, shares of its common stock at a cost of $566,807. This resolution is under a Stock Repurchase Plan that is contingent upon maintaining a well capitalized regulatory capital ratio. The purchase price under the plan is set on a quarterly basis, based on an independent valuation of the Company’s stock price, and is approved by the Board. The Board individually approves stock repurchases that exceed $50,000 in any one transaction.

(3) On June 28, 2007, the Executive Committee of Uwharrie Capital Corp mandated by resolution that the Company could repurchase up to $375,000 of its common stock during the third quarter of 2007.

(4) On September 18, 2007, the Board of Directors of Uwharrie Capital Corp mandated by resolution that the Company could repurchase up to an additional $125,000 of its common stock during the third quarter of 2007.

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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

Exhibits
31.1	Certification of Chief Executive Officer pursuant to Rule 13a – 14(a)
31.2	Certification of Principal Financial Officer pursuant to Rule 13a – 14(a)
32	Certification pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002

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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 who is thereunto duly authorized.

	UWHARRIE CAPITAL CORP
	(Registrant)
Date: November 9, 2007	By:	/s/ Roger L. Dick
		Roger L. Dick
		President and Chief Executive Officer
Date: November 9, 2007	By:	/s/ Barbara S. Williams
		Barbara S. Williams
		Principal Financial Officer

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EXHIBIT INDEX

Exhibit Number	Exhibit
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)	Filed herewith
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a)	Filed herewith
32	Certification pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

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EX-31.1

Exhibit 31.1

UWHARRIE CAPITAL CORP

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Rule 13a -14(a)

I, Roger L. Dick, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2007 of Uwharrie Capital Corp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2007	By:	/s/ Roger L. Dick
		Roger L. Dick
		President and Chief Executive Officer

EX-31.2

Exhibit 31.2

UWHARRIE CAPITAL CORP

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to Rule 13a -14(a)

I, Barbara S. Williams, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2007 of Uwharrie Capital Corp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2007	By:	/s/ Barbara S. Williams
		Barbara S. Williams
		Principal Financial Officer

EX-32

Exhibit 32

Certification pursuant to 18 U.S.C. 1350 as adopted pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned each hereby certifies that, to his or her knowledge, (i) the Form 10-Q filed by Uwharrie Capital Corp (the “Issuer”) for the quarter ended September 30, 2007, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in that report fairly presents, in all material respects, the financial condition and results of operations of the Issuer on the dates and for the periods presented therein.

	UWHARRIE CAPITAL CORP
Date: November 9, 2007	By:	/s/ Roger L. Dick
		Roger L. Dick
		President and Chief Executive Officer
Date: November 9, 2007	By:	/s/ Barbara S. Williams
		Barbara S. Williams
		Principal Financial Officer