UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the quarterly period ended September 30, 2002

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
        ACT

        For the transition period from                   to                   .
                                       ----------------    ------------------

                                                  Commission file number 0-29687

                                  Eagle Bancorp
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

         United States                                           81-0531318
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation        (I.R.S. Employer
         or organization)                                    Identification No.)

         1400 Prospect Avenue, Helena, MT 59601
-------------------------------------------------
         (Address of principal executive offices)

         (406) 442-3080
-------------------------------------------------
         (Issuer's telephone number)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes [] No[]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Common stock, par value $0.01 per share             1,205,172 shares outstanding
--------------------------------------------------------------------------------
                             As of November 8, 2002

Transitional Small Business Disclosure Format (Check one):  Yes [ ] No [X]

<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY

                                TABLE OF CONTENTS
                                                                           Page
                                                                           ----
PART  I.   FINANCIAL INFORMATION

Item 1.    Financial Statements

             Consolidated Statements of Financial Condition as of
             September 30, 2002 (unaudited) and June 30, 2002............1 and 2

             Consolidated Statements of Income for the three
             months ended September 30, 2002 and 2001 (unaudited)........3 and 4

             Consolidated Statements of Stockholders' Equity for the
             three months ended September 30, 2002 (unaudited).................5

             Consolidated Statements of Cash Flows for the three
             months ended September 30, 2002 and 2001 (unaudited)........6 and 7

             Notes to Consolidated Financial Statements .................8 to 13

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations .........................14 to 20

Item 3.    Controls and Procedures............................................21

PART  II.  OTHER INFORMATION

Item 1.    Legal Proceedings..................................................22
Item 2.    Changes in Securities and Use of Proceeds..........................22
Item 3.    Defaults Upon Senior Securities....................................22
Item 4.    Submission of Matters to a Vote of Security-Holders................22
Item 5.    Other Information..................................................22
Item 6.    Exhibits and Reports on Form 8-K...................................22

Signatures ...................................................................23

Certifications Pursuant to Section 302 (a)
  of the Sarbanes-Oxley Act of 2002........................................24-27


<PAGE>


                         EAGLE BANCORP AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                               September 30, 2002  June 30, 2002
                                               ------------------  -------------
                                                  (Unaudited)         (Audited)
ASSETS
Cash and due from banks                          $  3,014,300      $  2,836,853
Interest-bearing deposits with banks                7,886,647         7,786,136
                                                 ------------      ------------
     Total cash and cash equivalents               10,900,947        10,622,989
                                                 ------------      ------------
Investment securities available-for-sale,
     at market value                               58,193,714        50,153,872
Investment securities held-to-maturity,
     at amortized cost                              3,568,632         3,875,124
Federal Home Loan Bank stock, at cost               1,610,100         1,586,200
Mortgage loans held-for-sale                        2,215,846         1,352,121
Loans receivable, net of deferred loan fee
     and allowance for loan losses                103,151,452       105,623,213
Accrued interest and dividends receivable           1,005,851           998,378
Mortgage servicing rights                           1,691,547         1,588,318
Property and equipment, net                         6,245,208         6,291,382
Cash surrender value of life insurance              2,270,510         2,244,453
Real estate acquired in settlement of loans,
     net of allowance for losses                         --                --
Other assets                                          520,428           245,417
                                                 ------------      ------------
     Total assets                                $191,374,235      $184,581,467
                                                 ============      ============

See accompanying notes to consolidated financial statements.

                                      -1-
<PAGE>


                         EAGLE BANCORP AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                  (Continued)

                                              September 30, 2002   June 30, 2002
                                              ------------------   -------------
                                                 (Unaudited)         (Audited)
LIABILITIES
Deposit accounts:
     Noninterest bearing                       $   8,140,067      $   6,835,235
     Interest bearing                            148,905,276        144,769,504
Advances from Federal Home Loan Bank               9,318,889          9,343,889
Accrued expenses and other liabilities             2,664,738          1,929,962
                                               -------------      -------------

     Total liabilities                           169,028,970        162,878,590
                                               -------------      -------------

EQUITY
Preferred stock (no par value, 1,000,000 shares
  authorized, none issued or outstanding)               --                 --
Common stock (par value $0.01per share;
   10,000,000 shares authorized; 1,223,572
    shares issued; 1,206,472 and 1,208,172
    shares outstanding at September 30, 2002
    and June 30, 2002, respectively)                  12,236             12,236
Additional paid-in capital                         3,899,872          3,885,903
Unallocated common stock held by employee
   stock ownership plan ("ESOP")                    (266,848)          (276,048)
Treasury stock, at cost (17,100 and 15,400
    shares at September 30, 2002 and
    June 30, 2002, respectively)                    (214,100)          (180,950)
Retained earnings                                 18,502,225         17,957,601
Accumulated other comprehensive income               411,880            304,135
                                               -------------      -------------
    Total stockholders' equity                    22,345,265         21,702,877
                                               -------------      -------------

    Total liabilities and stockholders' equity  $191,374,235      $ 184,581,467
                                                ============      =============

See accompanying notes to consolidated financial statements.

                                      -2-
<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME


                                                        Three Months Ended
                                                   -----------------------------
                                                   Sept. 30 (unaudited) Sept. 30
                                                   -----------------------------
                                                     2002                 2001
                                                     ----                 ----
Interest and Dividend Income:
Interest and fees on loans                         $2,070,579         $2,376,020
Interest on deposits with banks                        32,645             66,848
Securites held-to-maturity                             49,320             90,831
Securities available-for-sale                         608,517            303,136
FHLB Stock dividends                                   23,989             28,147
                                                   ----------         ----------
     Total interest and dividend income             2,785,050          2,864,982
                                                   ----------         ----------
Interest Expense:
Deposits                                              978,026          1,224,689
FHLB Advances                                         147,082            178,809
                                                   ----------         ----------
     Total interest expense                         1,125,108          1,403,498
                                                   ----------         ----------
Net Interest Income                                 1,659,942          1,461,484
Loan loss provision                                      --                 --
                                                   ----------         ----------
     Net interest income after loan loss provision  1,659,942          1,461,484
                                                   ----------         ----------
Noninterest income:
Net gain on sale of loans                             309,163            171,118
Demand deposit service charges                        128,860            125,563
Mortgage loan servicing fees                           96,072             15,332
Net gain (loss) on sale of available for sale
  securities                                             --                  --
Other                                                 100,920             92,209
                                                   ----------         ----------
     Total noninterest income                         635,015            404,222
                                                   ----------         ----------

See accompanying notes to consolidated financial statements

                                      -3-

<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Continued)

                                                        Three Months Ended
                                                   -----------------------------
                                                   Sept. 30 (unaudited) Sept. 30
                                                   -----------------------------
                                                      2002                2001
                                                      ----                ----
Noninterest expense:
Salaries and employee benefits                       723,224            733,467
Occupancy expenses                                   129,941            113,749
Furniture and equipment depreciation                  53,297             68,144
Inhouse computer expense                              54,836             49,499
Advertising expense                                   33,295             31,526
Amortization of mtg servicing fees                    97,828             68,709
Federal insurance premiums                             6,276              6,126
Postage                                               28,162             29,753
Legal,accounting, and examination fees                26,716             22,992
Consulting fees                                        5,880              7,356
ATM processing                                        11,589             10,561
Other                                                182,711            181,920
                                                  ----------         ----------
     Total noninterest expense                     1,353,755          1,323,802
                                                  ----------         ----------
Income before provision for income taxes             941,202            541,904
                                                  ----------         ----------
Provision for income taxes                           323,820            195,242
                                                  ----------         ----------
Net income                                        $  617,382         $  346,662
                                                  ==========         ==========
Basic earnings per common share                   $     0.53         $     0.30
                                                  ==========         ==========
Diluted earnings per common share                 $     0.52         $     0.29
                                                  ==========         ==========
Weighted average shares outstanding (basic eps)    1,173,041          1,164,857
                                                  ==========         ==========
Weighted average shares outstanding (diluted eps)  1,189,457          1,184,857
                                                  ==========         ==========


See accompanying notes to consolidated financial statements

                                      -4-
<PAGE>



                          EAGLE BANCORP AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                  For the Three Months Ended September 30, 2002
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                                                         ACCUMULATED
                                                     ADDITIONAL               UNALLOCATED                   OTHER
                                 PREFERRED  COMMON    PAID-IN        ESOP      TREASURY      RETAINED   COMPREHENSIVE
                                   STOCK    STOCK     CAPITAL       SHARES       STOCK       EARNINGS       INCOME        TOTAL
                                   -----    -----     -------       ------       -----       --------       ------        -----
<S>                                 <C>  <C>        <C>          <C>          <C>          <C>            <C>         <C>
Balance, June 30, 2002              $--  $  12,236  $ 3,885,903  $ (276,048)  $ (180,950)  $ 17,957,601   $  304,135  $ 21,702,877
  Net income                         --       --           --          --           --          617,382         --         617,382
  Other comprehensive income         --       --           --          --           --             --        107,745       107,745
                                                                                                                      ------------
    Total comprehensive income       --       --           --          --           --             --           --         725,127
                                                                                                                      ------------
Dividends paid ($.13 per share)      --       --           --          --           --          (72,758)        --         (72,758)
                                                                                                                      ------------
Treasury stock purchased (1,700
   shares @ $19.50/sh)               --       --           --          --        (33,150)          --           --         (33,150)
                                                                                                                      ------------
ESOP shares allocated or committed
   to be released for allocation
   (1,150 shares)                    --       --         13,969       9,200         --             --           --          23,169
                                    ---  ---------  -----------  ----------   ----------   ------------   ----------  ------------
Balance, September 30, 2002         $--  $  12,236  $ 3,899,872  $ (266,848)  $ (214,100)  $ 18,502,225   $  411,880  $ 22,345,265
                                    ===  =========  ===========  ==========   ==========   ============   ==========  ============
</TABLE>


See accompanying notes to consolidated financial statements

                                      -5-

<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                       Three Months Ended
                                                                                          September 30,
                                                                                      2002            2001
                                                                                      ----            ----
                                                                                          (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                            <C>             <C>
   Net income                                                                  $    617,382    $    346,662
   Adjustments to reconcile net income to net cash from operating activities
      Provision for mortgage servicing rights valuation losses                         --            58,433
      Depreciation                                                                  101,295         132,172
      Net amortization of marketable securities premium and discounts               121,982            --
      Amortization of capitalized mortgage servicing rights                          97,828          66,044
      Gain on sale of loans                                                        (309,163)       (171,118)
      FHLB & other dividends reinvested                                             (60,084)        (26,200)
      Increase in cash surrender value of life insurance                            (26,057)        (25,856)
   Change in assets and liabilities:
   (Increase) decrease in assets:
      Accrued interest and dividends receivable                                      (7,473)        (83,515)
      Loans held-for-sale                                                          (548,068)     (1,430,918)
      Other assets                                                                 (275,011)        (94,831)
   Increase (decrease) in liabilities:
      Accrued expenses and other liabilities                                        354,496         589,954
      Deferred compensation payable                                                  12,306           6,242
      Deferred income taxes payable                                                 323,819         (54,735)
                                                                               ------------    ------------
           Net cash provided by (used in) operating activities                      403,252        (687,666)
                                                                               ------------    ------------


CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of securities:
      Investment securities available-for-sale                                  (10,415,566)     (3,882,047)
   Proceeds from maturities, calls and principal payments:
      Investment securities held-to-maturity                                        303,595         500,112
      Investment securities available-for-sale                                    2,461,397       2,160,335
   Net (increase) decrease in loan receivable, excludes
      transfers to real estate acquired in settlement of loans                    2,270,704      (2,812,060)
   Purchase of property and equipment                                               (55,121)        (10,496)
                                                                               ------------    ------------
           Net cash used in investing activities                                 (5,434,991)     (4,044,156)
                                                                               ------------    ------------
</TABLE>

See accompanying notes to consolidated financial statements

                                      -6-

<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Continued)

                                                             Three Months Ended
                                                               September 30,
                                                            2002          2001
                                                            ----          ----
                                                               (unaudited)
CASH FLOWS FROM FINANCING ACTIVITIES:
      Net increase in checking and savings accounts     5,440,605     4,221,168
      Payments on FHLB advances                           (25,000)      (25,000)
      Sale (Purchase) of Treasury Stock                   (33,150)
      Dividends paid                                      (72,758)      (55,507)
                                                       ----------     ---------
          Net cash provided by financing activities     5,309,697     4,140,661
                                                       ----------     ---------
Net increase (decrease) in cash                           277,958      (591,161)
CASH AND CASH EQUIVALENTS, beginning of period         10,622,989     8,352,038
                                                       ----------     ---------
CASH AND CASH EQUIVALENTS, end of period             $ 10,900,947  $  7,760,877
                                                     ============  ============

SUPPLEMENTAL CASH FLOW INFORMATION:
      Cash paid during the period for interest       $  1,131,334  $  1,348,980
                                                     ============  ============
      Cash paid during the period for income taxes   $      1,084  $     76,088
                                                     ============  ============
NONCASH INVESTING ACTIVITIES:
      (Increase) decrease in market value of
        securities available-for-sale                $   (168,572) $   (206,079)
                                                     ============  ============
      Mortgage servicing rights capitalized          $    201,058  $     66,786
                                                     ============  ============


See accompanying notes to consolidated financial statements

                                      -7-

<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE 1. BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  instructions  for Form  10-QSB.  Accordingly,  they do not
include all of the information and footnotes  required by accounting  principles
generally  accepted  in the United  States of  America  for  complete  financial
statements.  However,  such information reflects all adjustments  (consisting of
normal recurring adjustments) which are, in the opinion of management, necessary
for a fair presentation of results for the unaudited interim periods.

The results of  operations  for the three month period ended  September 30, 2002
are not necessarily indicative of the results to be expected for the fiscal year
ending June 30, 2003 or any other period. The unaudited  consolidated  financial
statements and notes  presented  herein should be read in  conjunction  with the
audited consolidated  financial statements and related notes thereto included in
Eagle's Form 10-KSB dated June 30, 2002.

                                      -8-

<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE 2. INVESTMENT SECURITIES

Investment securities are summarized as follows:
<TABLE>
<CAPTION>

                                   September 30, 2002 (Unaudited)                      June 30, 2002 (Audited)
                            --------------------------------------------     --------------------------------------------
                                                GROSS                                           GROSS
                              AMORTIZED       UNREALIZED         FAIR          AMORTIZED      UNREALIZED          FAIR
                                COST         GAINS(LOSSES)       VALUE           COST        GAINS(LOSSES)        VALUE
                                ----         -------------       -----           ----        -------------        -----
<S>                         <C>             <C>              <C>             <C>             <C>              <C>
Available-for-sale:
  U.S. government and
   agency obligations       $ 6,859,505     $   161,297      $ 7,020,802     $ 6,963,730     $    70,249      $ 7,033,979
  Municipal obligations       4,300,927         109,159        4,410,086       4,301,732         (10,233)       4,291,499
  Corporate obligations       8,029,009         231,001        8,260,010       8,548,317         177,158        8,725,475
  Mortgage-backed
   securities                13,843,244          38,990       13,882,234       6,505,009          64,995        6,570,004
  Mutual Funds                4,611,563           4,608        4,616,171       4,575,378              10        4,575,388
  Collateralized
   mortgage obligations      17,953,011         145,939       18,098,950      16,829,068         183,960       17,013,028
  Corporate preferred
   stock                      1,952,458         (46,997)       1,905,461       1,955,215         (10,716)       1,944,499
                            -----------     -----------      -----------     -----------     -----------      -----------
              Total         $57,549,717     $   643,997      $58,193,714     $49,678,449     $   475,423      $50,153,872
                            ===========     ===========      ===========     ===========     ===========      ===========

Held-to-maturity:
  Municipal obligations     $ 1,353,784     $    67,482      $ 1,421,266     $ 1,354,531     $    37,458      $ 1,391,989
  Mortgage-backed
   securities                 2,214,848          91,045        2,305,893       2,520,593          90,112        2,610,705
                            -----------     -----------      -----------     -----------     -----------      -----------
              Total         $ 3,568,632     $   158,527      $ 3,727,159     $ 3,875,124     $   127,570      $ 4,002,694
                            ===========     ===========      ===========     ===========     ===========      ===========
</TABLE>

                                      -9-

<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE 3. LOANS RECEIVABLE

Loans receivable consist of the following:

                                               September 30,         June 30,
                                                   2002               2002
                                               (Unaudited)          (Audited)
                                               ------------       ------------
   First mortgage loans:
     Residential mortgage (1-4 family)       $   63,063,771     $   66,958,637
     Commercial real estate                       9,156,505          9,454,674
     Real estate construction                     3,159,484          2,931,032

   Other loans:
     Home equity                                 14,671,430         14,235,907
     Consumer                                    10,697,251         10,023,869
     Commercial                                   3,219,205          2,842,782
                                             --------------     --------------
       Total                                    103,967,646        106,446,901


   Less:
     Allowance for loan losses                     (697,481)          (702,705)
     Deferred loan fees                            (118,713)          (120,983)
                                             --------------     --------------
       Total                                 $  103,151,454     $  105,623,213
                                             ==============     ==============


Loans net of related  allowance for loan losses on which the accrual of interest
has been  discontinued were $466,000 and $528,000 at September 30, 2002 and June
30, 2002, respectively.  Classified assets, including real estate owned, totaled
$1.33  million  and $1.66  million  at  September  30,  2002 and June 30,  2002,
respectively.

The following is a summary of changes in the allowance for loan losses:

                                           Three Months Ended      Year Ended
                                               September 30,         June 30,
                                                   2002               2002
                                               (Unaudited)         (Audited)
                                             --------------     --------------
    Balance, beginning of period             $      702,705     $      688,282
      Transfer from interest reserve                      -              6,510
      Provision charged to operations                     -                  -
      Charge-offs                                    (6,871)           (29,390)
      Recoveries                                      1,647             35,303
                                             --------------     --------------
        Balance, end of period               $      697,481     $      702,705
                                             ==============     ==============

                                      -10-
<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


4. DEPOSITS

Deposits are summarized as follows:

                                       September 30,           June 30,
                                            2002                 2002
                                        (Unaudited)           (Audited)
                                        -----------         -----------
    Noninterest checking                  8,140,067           6,835,235
    Interest-bearing checking            25,564,201          24,908,989
    Passbook                             22,973,609          22,464,984
    Money market                         27,738,407          27,568,930
    Time certificates of deposit         72,629,059          69,826,601
                                        -----------         -----------
                 Total                  157,045,343         151,604,739
                                        ===========         ===========


NOTE 5. EARNINGS PER SHARE

Basic  earnings  per share for the three  months  ended  September  30,  2002 is
computed using 1,173,041 weighted average shares  outstanding.  Diluted earnings
per share is  computed  by  adjusting  the number of shares  outstanding  by the
shares  purchased to fund the Company's  restricted  stock plan, for which stock
was awarded in January 2001, as  determined  by the treasury  stock method.  The
weighted  average  shares   outstanding  for  the  diluted  earnings  per  share
calculations  are 1,189,457 for the three months ended September 30, 2002. Basic
earnings  per share for the three months  ended  September  30, 2001 is computed
using 1,164,857 weighted average shares outstanding.  Diluted earnings per share
for the three  months  ended  September  30,  2001 is computed  using  1,184,857
weighted average shares outstanding.

                                      -11-

<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE 6. DIVIDENDS AND STOCK REPURCHASE PROGRAM

This fiscal year Eagle has paid one  dividend of $0.13 per share,  on August 23,
2002. A dividend of $0.13 per share was  declared on October 17,  2002,  payable
November 15, 2002 to stockholders of record on November 1, 2002. Eagle Financial
MHC, Eagle's mutual holding company,  has waived the receipt of dividends on its
648,493 shares.

At the annual meeting held October 19, 2000,  shareholders approved stock option
and restricted  stock plans for the Company  covering  aggregate grants of up to
80,511 and 23,003 shares, respectively. A stock repurchase program was announced
on December 21, 2000,  covering 4% of the  Company's  outstanding  common stock,
with the intent of meeting the needs of the  restricted  stock plan.  On January
18, 2002,  4,600 shares of the restricted stock plan vested and were distributed
to  the  participants.   Through  November  8,  2002,  23,000  shares  had  been
repurchased, completing the repurchase program.


                                      -12-

<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE 7. MORTGAGE SERVICING RIGHTS

The Bank allocates its total cost in mortgage loans between  mortgage  servicing
rights  and  loans,  based  upon  their  relative  fair  values,  when loans are
subsequently  sold or  securitized,  with the servicing  rights  retained.  Fair
values are generally  obtained from an  independent  third party.  Impairment of
mortgage  servicing  rights is measured  based upon the  characteristics  of the
individual  loans,  including note rate, term,  underlying  collateral,  current
market conditions,  and estimates of net servicing income. If the carrying value
of the mortgage  servicing  rights  exceeds the estimated  fair market value,  a
valuation  allowance  is  established  for any  decline,  which is  viewed to be
temporary. Charges to the valuation allowance are charged against or credited to
mortgage  servicing  income.  Periodic  independent  valuations  of the mortgage
servicing rights are performed. As a result of valuations performed on September
30, 2001 and May 31, 2002, a temporary  decline in the fair value was determined
to have occurred, and a valuation allowance of $21,515 has been established. The
following  schedules show the activity in the mortgage  servicing rights and the
valuation allowance.


                                      Three months     Twelve months
                                         ended             ended
                                      September 30,       June 30,
                                          2002              2002
                                      (Unaudited)         (Audited)
                                     -------------     --------------
Mortgage Servicing Rights
    Beginning balance                $ 1,609,833        $ 1,315,819
    Servicing rights capitalized         201,057            618,085
    Servicing rights amortized           (97,828)          (324,071)
                                     -----------        -----------
    Ending Balance                     1,713,062          1,609,833
                                     -----------        -----------
Valuation Allowance
    Beginning balance                     21,515               --
    Provision                               --               21,515
    Adjustments                             --                 --
    Ending balance                        21,515             21,515
                                     -----------        -----------
Net Mortgage Servicing Rights        $ 1,691,547        $ 1,588,318
                                     ===========        ===========


                                      -13-
<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Note Regarding Forward-Looking Statements

This  report  contains  certain  "forward-looking   statements."  Eagle  Bancorp
("Eagle"  or the  "Company")  desires  to take  advantage  of the "safe  harbor"
provisions  of the  Private  Securities  Litigation  Reform  Act of 1995  and is
including  this  statement  for the express  purpose of  availing  itself of the
protections  of  the  safe  harbor  with  respect  to all  such  forward-looking
statements. These forward-looking statements, which are included in Management's
Discussion and Analysis, describe future plans or strategies and include Eagle's
expectations  of  future  financial  results.  The  words  "believe,"  "expect,"
"anticipate,"   "estimate,"   "project,"   and  similar   expressions   identify
forward-looking statements.  Eagle's ability to predict results or the effect of
future plans or  strategies  or  qualitative  or  quantitative  changes based on
market risk is inherently  uncertain.  Factors which could affect actual results
but are not limited to include (i) change in general market interest rates, (ii)
general   economic   conditions,   (iii)   local   economic   conditions,   (iv)
legislative/regulatory  changes,  (v) monetary  and fiscal  policies of the U.S.
Treasury  and Federal  Reserve,  (vi) changes in the quality or  composition  of
Eagle's loan and investment portfolios,  (vii) demand for loan products,  (viii)
deposit  flows,  (ix)  competition,  and (x) demand for  financial  services  in
Eagle's   markets.   These  factors  should  be  considered  in  evaluating  the
forward-looking  statements.  You are cautioned  not to place undue  reliance on
these forward-looking statements which speak only as of their dates.


Financial Condition

Comparisons  of  quarterly  results in this section are between the three months
ended September 30, 2002 and June 30, 2002.

Total  assets  increased  by $6.79  million,  or 3.68%,  to  $191.37  million at
September 30, 2002,  from $184.58  million at June 30, 2002.  Total  liabilities
increased  by $6.15  million to $169.03  million at  September  30,  2002,  from
$162.88  million at June 30,  2002.  Total equity  increased  $650,000 to $22.35
million at September 30, 2002 from $21.70 million at June 30, 2002.

The growth in assets was primarily in the  available-for-sale  (AFS)  investment
portfolio,  which  increased  $8.04  million,  or 16.03%,  to $58.19  million at
September 30, 2002 from $50.15 million at June 30, 2002. The investment category
with the largest increase was mortgage-backed securities,  which increased $7.31
million.  The loan  portfolio  decreased  $2.47  million,  or 2.34%,  to $103.15
million at September 30, 2002 from $105.62  million at June 30, 2002.  Continued
refinancing  activity  and  the  sale  of  predominantly  all  new  originations
contributed to the decline in single-family  mortgage loans to $63.06 million at
September 30, 2002 from $66.96 million at June 30, 2002.  Commercial real estate
loans declined slightly, while all other loan

                                      -14-
<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Financial Condition (continued)


categories  showed  moderate  increases.  Total loan  originations  were  $32.01
million for the three  months  ended  September  30,  2002,  with single  family
mortgages  (including $1.33 million of construction loans) accounting for $25.53
million of the total.  Consumer loan and home equity loan  originations  totaled
$2.91 million and $2.61 million,  respectively,  for the same period. Loans held
for sale  increased to $2.22 million at September 30, 2002 from $1.35 million at
June 30, 2002.

Growth in deposits funded asset growth.  Deposits grew $5.44 million,  or 3.59%,
to $157.05  million at September 30, 2002 from $151.61 million at June 30, 2002.
Growth in certificates of deposit and non-interest  checking  contributed to the
increase in deposits. Other deposit types showed modest increases.

The growth in total  equity was the result of earnings  for the three  months of
$617,000 and an increase in the unrealized gain on securities available for sale
of  $108,000.  This was  partially  offset by the  payment  of a $0.13 per share
regular cash dividend.


Results of Operations for the Three Months Ended September 30, 2002 and 2001

Net Income.  Eagle's net income was  $617,000  and $347,000 for the three months
ended September 30, 2002, and 2001,  respectively.  The increase of $270,000, or
77.81%, was primarily due to increases in noninterest income of $231,000 and net
interest  income of  $198,000,  partially  offset by  increases  in  noninterest
expense of $30,000 and income tax expense of $129,000.  Basic earnings per share
were $0.53 for the current  period,  compared to $0.30 for the  previous  year's
period.

Net Interest  Income.  Net interest  income  increased to $1.66  million for the
quarter  ended  September  30, 2002 from $1.46  million  for the  quarter  ended
September  30, 2001.  This  increase of $198,000 was the result of a decrease in
interest  expense of $278,000,  partially offset by the decrease in interest and
dividend income of $80,000.

Interest  and Dividend  Income.  Total  interest  and dividend  income was $2.78
million for the quarter ended September 30, 2002,  compared to $2.86 million for
the quarter ended  September 30, 2001,  representing  a decrease of $80,000,  or
2.80%.  Interest  and fees on loans  decreased  to $2.07  million  for the three
months ended September 30, 2002 from $2.38 million for the same

                                      -15-
<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Results of  Operations  for the Three Months Ended  September  30, 2002 and 2001
(continued)


period ended September 30, 2001. This decrease of $310,000,  or 13.03%,  was due
primarily to the decrease in the average  balances of loans  receivable  for the
quarter ended  September  30, 2002 and the decline in the average  interest rate
earned on loans.  Average  balances for loans  receivable,  net, for the quarter
ended September 30, 2002 were $107.18  million,  compared to $119.94 million for
the previous year. This represents a decrease of $12.76 million,  or 10.64%. All
loan categories except real estate  construction and commercial loans have shown
decreases  from the previous  year.  The average  interest  rate earned on loans
receivable  decreased by 19 basis  points,  from 7.92% at September  30, 2001 to
7.73% at September 30, 2002.  Interest and  dividends on  investment  securities
available-for-sale  (AFS)  increased to $609,000 for the quarter ended September
30, 2002 from  $303,000  for the same  quarter  last year.  Average  balances on
investments  increased  significantly,  to $57.66  million for the quarter ended
September 30, 2002,  compared to $28.01 million for the quarter ended  September
30, 2001. The average interest rate earned on investments  dropped to 4.57% from
5.63%.  Interest on securities  held to maturity (HTM) decreased from $91,000 to
$49,000 as new purchases are placed in the AFS portfolio.  Interest  earned from
deposits  held at  other  banks  decreased  to  $33,000  for the  quarter  ended
September 30, 2002 from $67,000 for the quarter ended September 30, 2001, due to
the significant drop in short-term interest rates.

Interest  Expense.  Total  interest  expense  decreased to $1.12 million for the
quarter  ended  September  30, 2002,  from $1.40  million for the quarter  ended
September  30,  2001,  a decrease of  $278,000,  or 19.86%,  primarily  due to a
decrease  in  interest  paid on  deposits.  Specifically,  interest  on deposits
decreased  to $978,000 for the quarter  ended  September  30,  2002,  from $1.22
million for the quarter ended September 30, 2001. This decrease of $246,000,  or
20.16%,  was the result of a decrease in average rates paid on deposit accounts,
despite higher balances.  All deposit accounts showed decreases in average rates
paid and also had increases in average  balances in the current quarter compared
to last year's  quarter.  Money  market  accounts  and  certificates  of deposit
incurred the largest  increases in balances.  The decline in interest rates over
the past year combined with the poor  performance of the stock market appears to
have caused consumers to invest in safe,  short-term  insured deposits.  Average
balances in  interest-bearing  deposit accounts increased to $146.52 million for
the quarter ended  September 30, 2002,  compared to $129.42 million for the same
quarter in the previous year. The average rate paid on liabilities decreased 110
basis  points from the quarter  ended  September  30, 2001 to the quarter  ended
September 30, 2002.  Interest  paid on borrowings  decreased to $147,000 for the
quarter ended  September 30, 2002 from $179,000 for the quarter ended  September
30, 2001.  The decrease in borrowing  costs was due to a decrease in the average
balance of Federal Home Loan Bank advances.

                                      -16-
<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Results of  Operations  for the Three Months Ended  September  30, 2002 and 2001
(continued)


Provision for Loan Losses. Provisions for loan losses are charged to earnings to
maintain the total allowance for loan losses at a level  considered  adequate by
Eagle's subsidiary,  American Federal Savings Bank, to provide for probable loan
losses based on prior loss experience,  volume and type of lending  conducted by
American  Federal,  available  peer  group  information,  and past due  loans in
portfolio.  The Bank's  policies  require  the  review of assets on a  quarterly
basis. The Bank classifies loans as well as other assets if warranted. While the
Bank  believes it uses the best  information  available to make a  determination
with  respect to the  allowance  for loan  losses,  it  recognizes  that  future
adjustments  may be necessary.  No provision was made for loan losses for either
the quarter ended  September  30, 2002 or the quarter ended  September 30, 2001.
This is a reflection of the continued strong asset quality of American Federal's
loan  portfolio,  as  non-performing  loan  ratios  continue  to be  below  peer
averages.  Total classified  assets declined from $1.66 million at June 30, 2002
to $1.33  million at September  30, 2002.  The Bank  currently has no foreclosed
real estate.

Noninterest  Income.  Total  noninterest  income  increased  to $635,000 for the
quarter ended  September 30, 2002, from $404,000 for the quarter ended September
30, 2001, an increase of $231,000 or 57.18%.  This was the result of an increase
in net gain on sale of loans of $138,000.  Increased loan originations  compared
to a year ago  contributed  to the  increase  in income  from sale of loans.  In
addition,  mortgage  loan  servicing  fees  increased to $96,000 for the current
quarter from $15,000 for the previous year's quarter.  An independent  valuation
of the Bank's mortgage servicing  portfolio that was performed in September 2001
indicated a temporary decline in the value of the servicing rights in the amount
of  $58,000.  A  provision  was made to a valuation  allowance  in that  amount.
Changes to the  valuation  allowance for mortgage  servicing  rights are charged
against mortgage loan servicing fees,  causing the lower amount of income in the
quarter ended September 30, 2001. A subsequent  valuation  performed in May 2002
determined  that  the  temporary  decline  had  decreased  to  $21,515,  and the
valuation   allowance  was  adjusted   accordingly.   The  other  categories  of
noninterest income registered small increases.

Noninterest Expense.  Noninterest expense increased by $30,000 or 2.27% to $1.35
million for the quarter  ended  September  30, 2002,  from $1.32 million for the
quarter ended September 30, 2001. This increase was primarily due to an increase
in  amortization  of  mortgage  servicing  fees  of  $29,000.  The  increase  in
amortization  of mortgage  servicing  fees was related to  increased  prepayment
activity on mortgage loans.  Occupancy  expenses increased $16,000 due to higher
maintenance  costs.  Furniture  and  equipment  depreciation  expense  decreased
$15,000 due to equipment becoming fully depreciated.

                                      -17-
<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Results of  Operations  for the Three Months Ended  September  30, 2002 and 2001
(continued)


Income Tax  Expense.  Eagle's  income tax expense was  $324,000  for the quarter
ended  September 30, 2002,  compared to $195,000 for the quarter ended September
30, 2001.  The effective  tax rate for the quarter ended  September 30, 2002 was
34.43% and was 35.98% for the  quarter  ended  September  30,  2001.  Management
expects Eagle's effective tax rate to be approximately 35%.

Liquidity, Interest Rate Sensitivity and Capital Resources

The company's subsidiary,  American Federal Savings Bank (the Bank), is required
to maintain  minimum  levels of liquid assets as defined by the Office of Thrift
Supervision (OTS) regulations.  The OTS has eliminated the statutory requirement
based upon a percentage of deposits and  short-term  borrowings.  The OTS states
that the liquidity  requirement  is retained for safety and soundness  purposes,
and  that  appropriate  levels  of  liquidity  will  depend  upon  the  types of
activities in which the company engages.  For internal reporting  purposes,  the
Bank uses the previous regulatory  definitions of liquidity.  The Bank's average
liquidity  ratio was 23.39% and 16.60% for the months ended  September  30, 2002
and  September  30, 2001,  respectively.  Liquidity  increased  due to growth in
deposits and the increased  loan sale volume for the period ended  September 30,
2002.

The  Bank's  primary  sources  of funds  are  deposits,  repayment  of loans and
mortgage-backed  securities,  maturities  of  investments,  funds  provided from
operations,  and advances from the Federal Home Loan Bank of Seattle.  Scheduled
repayments of loans and mortgage-backed  securities and maturities of investment
securities are generally  predictable.  However, other sources of funds, such as
deposit  flows and loan  prepayments,  can be greatly  influenced by the general
level of interest  rates,  economic  conditions and  competition.  The Bank uses
liquidity resources principally to fund existing and future loan commitments. It
also  uses  them  to fund  maturing  certificates  of  deposit,  demand  deposit
withdrawals and to invest in other loans and  investments,  maintain  liquidity,
and meet operating expenses.

Liquidity  may be adversely  affected by  unexpected  deposit  outflows,  higher
interest rates paid by competitors,  and similar  matters.  Management  monitors
projected  liquidity needs and determines the level desirable,  based in part on
commitments to make loans and  management's  assessment of the bank's ability to
generate funds.

                                      -18-
<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Liquidity, Interest Rate Sensitivity and Capital Resources (continued)


At June 30,  2002 (the most  recent  report  available),  the Bank's  measure of
sensitivity to interest rate  movements,  as measured by the OTS,  improved from
the previous quarter.

The Bank's capital ratio as measured by the OTS also  increased  during the same
period.  The Bank is well  within  the  guidelines  set  forth  by the  Board of
Directors for interest rate risk sensitivity.

As of September  30, 2002,  the Bank's  regulatory  capital was in excess of all
applicable regulatory requirements.  At September 30, 2002, the Bank's tangible,
core, and  risk-based  capital ratios  amounted to 10.88%,  10.88%,  and 19.82%,
respectively,  compared to minimum  regulatory  requirements of 1.5%,  3.0%, and
8.0%, respectively. See the following table (amounts in thousands):


                                           At September 30, 2002
                                           ---------------------
                                           Dollar           % of
                                           Amount          Assets
                                           ------          ------
    Tangible capital:
          Capital level                $     20,622          10.88%
          Requirement                         2,844           1.50
                                       ------------      ---------
          Excess                       $     17,778           9.38%
                                       ============      =========

       Core capital:
          Capital level                      20,622          10.88%
          Requirement                         5,688           3.00
                                       ------------      ---------
          Excess                       $     14,934           7.88%
                                       ============      =========

        Risk-based capital:
          Capital level                      21,292          19.82%
          Requirement                         8,596           8.00
                                       ------------      ---------
          Excess                       $     12,696          11.82%
                                       ============      =========


                                      -19-

<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Impact of Inflation and Changing Prices

Our  financial  statements  and the  accompanying  notes have been  prepared  in
accordance with accounting principles generally accepted in the United States of
America,  which  require the  measurement  of financial  position and  operating
results in terms of historical  dollars  without  considering  the change in the
relative purchasing power of money over time and due to inflation. The impact of
inflation is reflected in the increased cost of our  operations.  Interest rates
have a  greater  impact  on  our  performance  than  do the  general  levels  of
inflation.  Interest rates do not  necessarily  move in the same direction or to
the same extent as the prices of goods and services.



                                      -20-

<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
                             CONTROLS AND PROCEDURES


Based on their  evaluation  as of a date  within 90 days  prior to the filing of
this Form 10-QSB,  the company's Chief Executive  Officer,  Larry A. Dreyer, and
Treasurer,  Peter J. Johnson,  have concluded the company's  disclosure controls
and procedures are effective to ensure that information required to be disclosed
in the reports that the Company files or submits under the  Securities  Exchange
Act of 1934 is recorded,  processed,  summarized  and  reported  within the time
periods specified in the Securities and Exchange  Commission's  rules and forms.
There have been no significant  changes in the company's internal controls or in
other factors that could  significantly  affect those controls subsequent to the
date of their evaluation.

                                      -21-
<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY


                           Part II - OTHER INFORMATION

Item 1.  Legal Proceedings.
         Neither the  Company  nor the Bank is  involved  in any  pending  legal
         proceedings other than non-material legal proceedings  occurring in the
         ordinary course of business.
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
             The proxy  statement  for the Annual  Meeting of  Stockholders  was
             mailed on September 13, 2002.  The following  matters were voted on
             at the meeting held on October 17, 2002:

1.       Election of directors for three-year terms expiring in 2005:

                                                  For:              Against:
                                                  ----              --------
         Larry A. Dreyer                       1,122,165             1,033
         Teresa L. Hartzog                     1,122,640               558

2.       Ratification  of  appointment  of  Anderson  ZurMuehlen  & Co., P.C. as
           auditors for the fiscal year ended June 30, 2003:
                                         For:       Against:     Abstain:
                                         ----       --------     --------
                                     1,122,083         775          340

Item 5.  Other Information.
         None.

Item 6.  Exhibits and Reports on Form 8-K
         a.)  Exhibits
              Certifications  pursuant  to 18 U.S.C.  Section  1350,  as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         b.)  Reports on Form 8-K
              None.


                                      -22-
<PAGE>


                                   SIGNATURES


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


                                                  EAGLE BANCORP


         Date:   November 8, 2002                 By: __________________________
                                                  Larry A. Dreyer
                                                  President/CEO

         Date:   November 8, 2002                 By: __________________________
                                                  Peter J. Johnson
                                                  Sr. VP/Treasurer




                                      -23-
<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
                            CERTIFICATION PURSUANT TO
                SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002


I, Larry A. Dreyer, Chief Executive Officer, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Eagle Bancorp;

2.   Based on my knowledge,  this  quarterly  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 quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  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
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  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  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation  as of  the  Evaluation  Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

                                      -24-
<PAGE>


6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  November 8, 2002


                                          Larry A. Dreyer
                                          President and Chief Executive Officer





                                      -25-
<PAGE>


                          EAGLE BANCORP AND SUBSIDIARY
                            CERTIFICATION PURSUANT TO
                SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002


I, Peter J. Johnson, Chief Financial Officer, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Eagle Bancorp;

2.   Based on my knowledge,  this  quarterly  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 quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  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
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  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  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our   conclusion   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

                                      -26-
<PAGE>


6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  November 8, 2002


                                            Peter J. Johnson
                                            Sr. VP/Treasurer and Chief Financial
                                             Officer





                                      -27-