FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

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

For the quarterly period ended September 30, 1999

                           Commission File No. 0-24793

                           CGB&L FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

                    Delaware                           37-1374123
          (State or other jurisdiction              (I.R.S. Employer
        of incorporation or organization)          Identification No.)

               229 East South Street, Cerro Gordo, Illinois 61818
              (Address of principal executive offices and Zip Code)

                                 (217) 763-2911
              (Registrant's telephone number, including area code)

       Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                              Yes ___X___ No______

       As of October 29, 1999, the registrant had outstanding 99,000 shares of
its $.01 par value common stock.

       Transitional Small Business Disclosure Format (Check One): Yes/__/ No_X_/


                               Page 1 of 15 pages
<PAGE>


                                TABLE OF CONTENTS

Part I - FINANCIAL INFORMATION
                                                                            Page
                                                                            ----

         Item 1.  Financial Statements                                       3-7

         Item 2.  Management's Discussion and Analysis                       8
                  Of Financial Condition and Results of Operations

Part II - OTHER INFORMATION

         Item l.   Legal Proceedings                                         12

         Item 2.  Change in Securities and Use of Proceeds                   12

         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

         Signatures                                                          13

Statements contained in the Form 10-QSB which are not historical facts are
forward-looking statements, as that term is described in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risk and uncertainties that could cause actual results to differ materially from
those projected. Such risks and uncertainties include potential changes in
interest rates, competitive factors in the financial services industry, general
economic conditions, the effect of new legislation and other risks detailed in
documents filed by the Company with the Securities and Exchange Commission from
time to time and in the Company's last filed Form 10KSB.


                                       2
<PAGE>


                           CGB&L Financial Group, Inc.
                           Consolidated Balance Sheet
                      As of September 30 and March 31, 1999

<TABLE>
<CAPTION>
                                                    Sept. 30             March 31
                                                      1999                 1999
                                                 ---------------------------------
                                                   (unaudited)
<S>                                                <C>              <C>
Assets
  Cash and Cash Equivalents                        $    662,558     $    775,314
  Interest-bearing time deposits                        792,000          891,000
  Investment securities available for sale              192,192          211,827
  Loans                                               6,254,749        5,422,973
  Allowance for Loan losses                             (32,700)         (32,700)
                                                 ---------------------------------
     Net Loans                                        6,222,049        5,390,273
  Premises and equipment                                 17,199           16,193
  Federal Home Loan Bank stock                           55,100           55,100
  Other assets                                           29,313           43,025
                                                 ---------------------------------
      Total Assets                                 $  7,970,411     $  7,382,732
                                                 =================================

Liabilities
  Interest-bearing deposits                        $  5,291,613     $  4,995,294
  Long-term debt                                        900,000          600,000
  Other liabilities                                     104,741          111,485
                                                 ---------------------------------
      Total liabilities                               6,296,354        5,706,779
                                                 ---------------------------------
Equity Received from Contributions to the ESOP           11,377            8,375
Stockholders' Equity
  Preferred stock,  $.01 par value
     Authorized and unissued --  100,000 shares
  Common stock, $ .01 par value
      Authorized-- 900,000  shares
      Issued--99,000 shares                                 911              911
  Paid in capital                                       619,193          619,193
  Retained earnings                                     918,118          910,056
  Accumulated comprehensive Income                      124,458          137,418
                                                   ------------     ------------
Total Stockholder's Equity                            1,662,680        1,667,578
                                                 ---------------------------------
Total liabilities and stockholders' equity         $  7,970,411     $  7,382,732
                                                 =================================
</TABLE>

See note to consolidated financial statements.


                                       3
<PAGE>


                           CGB&L Financial Group, Inc.
                   Consolidated Income Statements (Unaudited)
              For the six months ended September 30, 1999 and 1998

<TABLE>
<CAPTION>
                                                            For the 6 months ended Sept. 30
                                                                1999               1998
                                                           ---------------------------------
<S>                                                          <C>                <C>
Interest Income
  Loans receivable                                           $  269,520         $  251,857
  Investment securities                                           2,904              2,635
  Deposits with financial institutions                           41,281             28,953
                                                           ---------------------------------
      Total interest income                                     313,705            283,445

Interest Expense
  Deposits                                                      135,859            142,474
  FHLB advances                                                  20,865             19,398
                                                           ---------------------------------
     Total interest expense                                     156,724            161,872
                                                           ---------------------------------

Net Interest Income                                             156,981            121,573
Provision for Loan Loss                                               0                  0
                                                           ---------------------------------
Net Interest Income After Provision for Loan Losses             156,981            121,573
                                                           ---------------------------------
Noninterest Income                                                1,903              3,256
                                                           ---------------------------------

Noninterest Expense
   Salaries and Employee Benefits                                81,153             68,611
   Net occupancy and equipment expenses                           3,979              2,679
   Deposit Insurance Expense                                      1,491              1,626
   Insurance expense                                              2,526              2,468
   Other expenses                                                45,709             14,806
                                                           ---------------------------------
     Total noninterest expense                                  134,858             90,190
                                                           ---------------------------------

Income Before Income Tax                                         24,026             34,639
   Income tax expense                                             6,065              8,291
                                                           ---------------------------------
Net Income                                                   $   17,961         $   26,348
                                                           =================================

                     Per share data:
                              Basic Weighted Average         $     0.20                N/A
                              Shares Outstanding                 91,872                N/A
</TABLE>

See notes to consolidated financial statements.


                                       4
<PAGE>


                           CGB&L Financial Group, Inc.
                   Consolidated Income Statements (Unaudited)
             For the three months ended September 30, 1999 and 1998

<TABLE>
<CAPTION>
                                                            For the 3 months ended Sept. 30
                                                                1999                1998
                                                           ---------------------------------
<S>                                                          <C>                <C>
Interest Income
  Loans receivable                                           $  149,452         $  125,657
  Investment securities                                           1,457              1,337
  Deposits with financial institutions                           18,897             13,656
                                                           ---------------------------------
      Total interest income                                     169,806            140,650

Interest Expense
  Deposits                                                       68,669             71,309
  FHLB advances                                                  11,219              9,752
                                                           ---------------------------------
     Total interest expense                                      79,888             81,061
                                                           ---------------------------------

Net Interest Income                                              89,918             59,589
Provision for Loan Loss                                               0                  0
                                                           ---------------------------------
Net Interest Income After Provision for Loan Losses              89,918             59,589
                                                           ---------------------------------
Noninterest Income                                                  878              1,565
                                                           ---------------------------------

Noninterest Expense
   Salaries and Employee Benefits                                35,813             33,632
   Net occupancy and equipment expenses                           2,448              1,359
   Deposit Insurance Expense                                        724                800
   Insurance expense                                              1,263              1,234
   Other expenses                                                23,454              7,688
                                                           ---------------------------------
     Total noninterest expense                                   63,702             44,713
                                                           ---------------------------------

Income Before Income Tax                                         27,094             16,441
   Income tax expense                                             6,740              3,923
                                                           ---------------------------------
Net Income                                                   $   20,354         $   12,518
                                                           =================================

                     Per share data:
                              Basic Weighted Average         $     0.22                N/A
                              Shares Outstanding                 91,997                N/A
</TABLE>

See notes to consolidated financial statements.


                                       5
<PAGE>


                           CGB&L Financial Group, Inc.
           Consolidated Statements of Comprehensive Income (Unaudited)

<TABLE>
<CAPTION>
                                                      Six Months Ended     Six Months Ended
                                                     September 30, 1999   September 30, 1998
                                                     ------------------   ------------------
<S>                                                        <C>                  <C>
Net Income                                                 $     17,961         $     26,348

Other comprehensive income, net of tax
       Unrealized gain (loss) on securities:
             Unrealized holding gain (loss) arising
             during the period                                  (12,960)               5,336
             Less: Reclassification adjustment
             for gains included in net income                         0                    0
                                                           ------------         ------------
Other comprehensive income (loss)                               (12,960)               5,336
                                                           ------------         ------------

Comprehensive income                                       $      5,001         $     31,684
                                                           ============         ============
</TABLE>


                           CGB&L Financial Group, Inc.
           Consolidated Statements of Comprehensive Income (Unaudited)

<TABLE>
<CAPTION>
                                                     Three Months Ended   Three Months Ended
                                                     September 30, 1999   September 30, 1998
                                                     ------------------   ------------------
<S>                                                        <C>                  <C>
Net Income                                                 $     20,354         $     12,518

Other comprehensive income, net of tax
       Unrealized gain (loss) on securities:
             Unrealized holding gain (loss) arising
             during the period                                  (14,636)               6,251
             Less: Reclassification adjustment
             for gains included in net income                         0                    0
                                                           ------------         ------------
Other comprehensive income (loss)                               (14,636)               6,251
                                                           ------------         ------------

Comprehensive income (loss)                                $      5,718         $     18,769
                                                           ============         ============
</TABLE>


See notes to consolidated financial statements.

                                        6
<PAGE>


                           CGB&L Financial Group, Inc.
                      Consolidated Statement of Cash Flows
                 Six Months Ended September 30, 1999 (Unaudited)

<TABLE>
<CAPTION>
                                                         1999             1998
                                                    -------------------------------
<S>                                                   <C>              <C>
Operating Activities
  Net income                                          $   17,961       $   26,348

  Adjustments to reconcile net income to net
    cash provided by operating activities
    Depreciation                                             672              672
    Allocation of ESOP shares                              3,002                0
    Net change in:
       Other liabilities                                     (68)          89,150
       Other assets                                       13,712           12,866

                                                    -------------------------------
       Net cash provided by operating activities          35,279          129,036
                                                    -------------------------------

Investing Activities
  Net change in interest-bearing deposit                  99,000         (202,000)
  Net change in loans                                   (831,776)        (150,111)
  Purchase of premises and equipment                      (1,678)          (1,811)
  Purchase of FHLB stock                                       0           (7,300)
                                                    -------------------------------
       Net cash used by investing activities            (734,454)        (361,222)
                                                    -------------------------------

Financing Activities
  Net change in deposits                                 296,319         (217,544)
  Payment of Dividend                                     (9,900)               0
  Issuance of Common Stock                                     0          618,611
  Net change in borrowed money                           300,000
                                                    -------------------------------
       Net cash provided by financing activities         586,419          401,067
                                                    -------------------------------

Net Change in Cash and Cash Equivalents                 (112,756)         168,881
Cash and Cash Equivalents, Beginning of Period           775,314          524,845
                                                    -------------------------------
Cash and Cash Equivalents, End of Period              $  662,558       $  693,726
                                                    ===============================

Additional Cash Flows Information
   Interest paid                                      $  157,262       $  162,162
   Income tax paid                                    $   10,293       $    8,291
</TABLE>


See notes to consolidated financial statements.


                                       7

<PAGE>


Notes to Consolidated Financial Statements

1.   BACKGROUND INFORMATION

     CGB&L Financial Group, Inc. (the "Company") was incorporated on May 21,
     1998 and on September 22, 1998 acquired all of the outstanding shares of
     common stock of Cerro Gordo Building and Loan, s.b. of Cerro Gordo, (the
     "Bank") upon the Bank's conversion from a state chartered mutual savings
     bank to a state chartered savings bank. The Company purchased 100% of the
     outstanding capital stock of the Bank using 50% of the net proceeds from
     the Company's initial stock offering, which was completed on September 22,
     1998. The Company sold 99,000 shares of common stock in the initial
     offering at $10 per share, including 7,919 shares purchased by the Bank's
     Employee Stock Ownership Plan ("ESOP"). The Bank acquired the ESOP shares
     with proceeds from a Company loan totaling $79,190. The net proceeds of the
     offering totaled $699,293: $990,000 less $290,707 in underwriting costs and
     other conversion expenses.

     The acquisition of the Bank by the Company was accounted for as a
     "pooling-of-interests" under generally accepted accounting principles. The
     application of the pooling-of-interests method records the assets and
     liabilities of the merged companies on a historical cost basis with no
     goodwill or other intangible assets being recorded.


2.   STATEMENT OF INFORMATION FURNISHED

     The accompanying unaudited consolidated financial statements have been
     prepared in accordance with Form 10-QSB instructions and item 310 (b) of
     Regulations S-B. In the opinion of management these statements contain all
     adjustments necessary to present fairly the financial position as of
     September 1999 and March 1999, the results of operations for the six months
     ended September 1999 and September 1998, the results of operations for the
     three months ended September 1999 and September 1998, comprehensive income
     and the cash flows for the six and three months ended September 1999 and
     September 1998. All adjustments to the financial statements were normal and
     recurring in nature. These results have been determined on the basis of
     generally accepted accounting principles. The results of operations for the
     six months and three months ended September 1999 are not necessarily
     indicative of the results to be expected for the entire fiscal year.

     The consolidated financial statements are those of the Company and the
     Bank. These consolidated financial statements should be read in conjunction
     with the audited financial statements and notes thereto included in the
     Company's Annual Report to shareholders dated July 6, 1999.


PART I. FINANCIAL INFORMATION

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF FINANCIAL
         CONDITION AND RESULTS OF OPERATION

CGB&L Financial Group, Inc. (the "Company") is the holding company for Cerro
Gordo Building and Loan, s.b. (the "Bank"). Prior to the Company's acquisition
of the Bank on September 22, 1998, the Company had no material assets or
operations. Accordingly, the following information reflects management's
discussion and analysis of the financial condition and results of operations for
the Bank at and for the period prior to September 22, 1998 and the Company and
its subsidiary thereafter.


                                        8
<PAGE>


                               FINANCIAL CONDITION

Total assets increased $587,679 from March 31, 1999 to September 30, 1999 or
8.0% for the semi-annual period. This increase was attributable primarily to
increases in the loan portfolio offset by a decrease in cash and cash
equivalents, interest bearing time deposits, investment securities and other
assets. Net loans increased $831,776, cash and cash equivalents decreased
$112,756, interest-bearing deposits decreased $99,000, investment securities
decreased $19,635 and other assets decreased $13,712.

The increase in net loans from March 31, 1999 to September 30, 1999 was the
result of increase in one-to-four family residential mortgage loans. This growth
was the result of management's continued emphasis on the Bank's loan portfolio.

The Company experienced an increase in total deposits from March 31, 1999 to
September 30, 1999 of $296,319 or 5.9%. Borrowings at Federal Home Loan Bank of
Chicago (FHLB) increased $300,000 and other liabilities decreased $6,743.

Total stockholders' equity decreased $4,898 from March 31, 1999 to September 30,
1999; the decrease summarized as follows:

    Stockholder's equity, March 31, 1999..........................  $ 1,667,578
    Net Income (Loss).............................................       17,961
    Decrease in unrealized gain on securities available for sale..      (12,960)
    Dividends Paid................................................       (9,900)
                                                                    ------------

    Stockholders' equity, September 30, 1999......................  $ 1,662,679
                                                                    ===========


                              RESULTS OF OPERATIONS

SIX MONTHS COMPARISON

Net income was $8,387 less in the six months ended September 30, 1999 compared
to the same period in 1998, due to an increase in employee compensation and
expenses related to being a public company offset by an increase in net interest
income.

Net interest income was $35,408 higher in the six months ended September 30,
1999 compared to the same period in 1998. Interest income was $30,260 higher,
primarily due to a higher average balance of deposits with financial
institutions and increases in the mortgage loan portfolio. Interest expense
decreased by $5,148 in the period ended September 30, 1999 compared to the
period ended September 30, 1998.

The provision for loan losses remained stable for the first six months in 1999
compared to the same period in 1998. Management of the Bank believes that the
allowance for loan losses is sufficient based on information currently
available. No assurances can be made that future events or conditions or
regulatory directives will not result in increased provisions for loan losses or
additions to the Bank's allowance for loan losses which may adversely affect net
income.

Noninterest expense was $44,668 higher in the six months ended September 30,
1999 compared to the same period in 1998. This was primarily attributable to
additional expenses related to being a public company and an increase in
employee compensation.

Income tax expense was $10,613 less in the six months ended September 30, 1999
compared to the same period in 1998 due to a decrease in net income for the six
months ended September 30, 1999. The effective tax rate is estimated to be 25.2%
in 1999 compared to 23.9% in 1998.


                                        9
<PAGE>



THREE MONTHS COMPARISON

Net income was $7,836 more in the three months ended September 30, 1999 compared
to the same period in 1998, due to an increase of net interest income offset by
noninterest expenses related to being a public company.

Net interest income was $30,329 higher in the three months ended September 30,
1999 compared to the same period in 1998. Interest income $29,156 higher due to
a higher average balance of deposits with financial institutions and increases
in the mortgage loan portfolio. Interest expense decreased $1,173 in the period
ended September 30, 1999 compared to the period ended September 30, 1998.

Noninterest expense was $18,989 higher in the three months ended September 30,
1999 compared to the same period in 1998 primarily due to additional expenses
related to being a public company.

Income tax expense was $2,817 more in the three months ended September 30, 1999
compared to the same period in 1998 due to an increase in net income for the
three month period ended September 30, 1999. The effective tax rate is estimated
to be 24.9.0% in 1999 compared to 23.9% in 1998.

LIQUIDITY AND CAPITAL RESOURCES

The Bank's primary sources of funds are deposits, principal and interest
payments on loans and FHLB advances. While maturities and scheduled
amortizations of loans are predictable sources of funds, deposit flows and
mortgage prepayments are greatly influenced by general interest rates, economic
conditions, and competition. The Federal Deposit Insurance Corporation ("FDIC"),
the Company's and the Bank's primary regulator, requires the Bank to maintain
minimum levels of liquid assets. Currently, the required ratio is 5%. The Bank's
liquidity ratios were 20.71% and 29.63% at September 30, 1999 and March 31,
1999, respectively, well above the required minimum.

A review of the Consolidated Statement of Cash Flows included in the
accompanying financial statement shows that the Company's cash and cash
equivalents ("cash") increased $112,756 from March 31, 1999 to September 30,
1999. Cash and cash equivalent increased $168,881 from March 31, 1998 to
September 30, 1998. During the first six months of fiscal 1999, net income,
interest-bearing deposits, deposits and FHLB borrowings primarily provided cash.
During the six months of fiscal 1998, the issuance of common stock and net
income provided cash. Cash was primarily used in 1999 to fund mortgage loans and
in 1998 to fund loans, invest in interest bearing time deposits and for deposit
withdrawals.

As of September 30, 1999, the Bank had outstanding commitments (including
undisbursed loan proceeds) of $552,431. The bank anticipates that it will have
sufficient funds available to meet its current loan origination commitments.
Certificates of deposit, which are scheduled to mature in one year or less from
September 30, 1999, total $2.5 million. Based upon the Bank's experience,
management believes that a significant portion of such deposits will remain with
the Bank.

Federally insured state-chartered banks are required to maintain minimum levels
of regulatory capital. Under current FDIC regulations, insured state-chartered
banks generally must maintain ( I) a ratio of Tier 1 leverage capital to total
assets of at least 3.0% (4.0% to 5.0% for all but the most highly rated banks)
and (II) ratio of Tier 1 capital to risk weighted assets of at least 4.0% and a
ratio of total capital risk weighted assets of at least 8.0%. At September 30,
1999, the Bank was in compliance with applicable regulatory capital requirements
as follows:

               Tier 1 Capital to Risk Weighted Assets        32.49%
               Tier 1 Capital to Total Assets                15.50%
               Risk Based Capital to Risk Weighted Assets    33.42%


                                       10
<PAGE>


RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." This
Statement requires companies to record derivatives on the balance sheet at their
fair value. Statement No. 133 also acknowledges that the method of recording a
gain or loss depends on the use of the derivative.

The New Statement applies to all entities. If hedge accounting is elected by the
entity, the method of assessing the effectiveness of the hedging derivative and
the measurement approach of determining the hedge's ineffectiveness must be
established at the inception of the hedge.

Statement No. 133 amends Statement No. 52 and supercedes Statements No. 80, 105,
and 119. Statement No. 107 is amended to include the disclosure provisions about
the concentrations of credit risk from Statement No. 105. Several Emerging
issues Task Force consensuses's are also changed or modified by the provisions
of Statement No. 133.

Statement No. 137 deferred the effective date of Statement No. 133 to all fiscal
years beginning after June 15, 2000. The Statement may not be applied
retroactively to financial statements of prior periods. The Statement's adoption
will have no material impact on the Corporation's financial condition or result
of operations.

Also in 1998, the FASB issued Statement No. 134 "Accounting for Mortgage-Backed
Securities Retained after the Securitization of Mortgage Loans Held for Sale by
a Mortgage Banking Enterprise." This statement establishes accounting standards
for certain activities of mortgage banking enterprises and for other enterprises
with similar mortgage operations. This Statement amends SFAS No. 65 which as
previously amended by SFAS Nos. 115 and 125, required a mortgage banking
enterprise to classify a mortgage-backed security as a trading security
following the securitization of the mortgage loan held for sale. This Statement
further amends SFAS No. 65 to require that after the securitization of mortgage
loans held for sale, an entity engaged in mortgage banking activities must
classify the resulting mortgage-backed security or other retained interests
based on the entity's ability and intent to sell or hold those investments.

The determination of the appropriate classification for securities retained
after the securitization of mortgage loans by a mortgage banking enterprise now
conforms to SFAS No. 115. The only new requirement is that if an entity has a
sales commitment in place, the security must be classified into trading. This
Statement is effective for the first fiscal quarter beginning after December 15,
1998. The Statement's adoption had no impact on the bank's financial condition
and results of operations.

YEAR 2000 COMPLIANCE

The Bank has completed all Phases of its Year 2000 preparedness assessment. The
Bank has adopted a detailed business resumption contingency plan. During the
initial phase, the Bank identified those computer applications used to process
information within the Bank including accounting software used for loans and
deposits. Each of the companies providing these software programs has assured
the Bank in writing that its programs are Year 2000 compliant. In addition, the
Bank has contacted its principal external vendors and asked for assurance that
they are adequately addressing system and software issues related to year 2000.
Each vendor responded that they are Year 2000 ready. The Bank has also completed
a review of its loan portfolio and determined that the Bank has no significant
loss exposure in the event a borrower's business is interrupted as a result of a
Year 2000 compliance problem. The Bank has completed testing of all mission
critical systems. The Bank has taken steps to educate the public about their
year 2000 preparedness. The Bank has incurred costs of less than $1,000 to date
with respect to the Year 2000 and based on the results of its assessment does
not anticipate that the costs to implementing its Year 2000 plans will be
material. Although the Bank believes it is taking the necessary actions to
address Year 2000, no assurances can be given that some problems will not occur.


                                       11
<PAGE>


Part II. Other information

Item l.   Legal Proceedings
          Not applicable

Item 2.   Changes in Securities and Use of Proceeds
          Not applicable

Item 3.   Defaults Upon Senior Securities
          Not applicable

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

          On August 11, 1999 the Company held its Annual Meeting of Stockholders
          at which the Following matters were voted on:

          Proposal I - Election of Directors

          Nominee          For            Against        Withheld
          -------          ---            -------        --------

          Crandall        90,990          N/A             1,025
          York            90,990          N/A             1,025

          There were no abstentions or broker non votes.

          The terms of office of Directors Sochor, Buckley, Born, Heckman and
          Gaitros continued after the Annual Meeting.

          Proposal II - Approval of the Company's 1999 Stock Option and
                        Incentive Plan

          For            Against        Withheld        Broker Non Vote
          ---            -------        --------        ---------------
          84,729          6,600          25              661

          Proposal III - Approval of the Company's Management Development and
          Recognition Plan and Trust Agreement

          For            Against        Withheld        Broker Non Vote
          ---            -------        --------        ---------------
          87,779          3,525          50              661

Item 5.   Other Information
          Not applicable

Item 6.   Exhibits and Reports on Form 8-K
a.  Exhibits
    The following exhibits are filed as part of this report:

    11.0  Computation of earnings per share

    27.   Financial Data Schedule

b.  Report on Form 10-Q

          none

----------
*Incorporated herein by reference from the Appendix to the Company Proxy filed
June 29, 1999.


                                       12
<PAGE>


                                   Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
     registrant has duly caused this report to be signed on its behalf by the
     undersigned thereunto duly authorized.

     Dated: November 15, 1999            By: /s/  Maralyn F. Heckman
                                         (Authorized Signor)
                                         President (Principal Executive Officer)
                                         and Treasurer (Chief Financial Officer)


                                       13