UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549

                                    FORM 10-Q

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

          For the quarterly period ended March 31, 2003
                                         --------------

                              OR

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

          For the transition period from _______ to _______

          Commission file number 2-89283
                                 -------


                           IOWA FIRST BANCSHARES CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        STATE  OF  IOWA                                           42-1211285
--------------------------------------------------------------------------------
(State  or  other  jurisdiction                               (IRS Employer of
 incorporation or organization)                              Identification No.)

                             300 East Second Street
                             Muscatine, Iowa 52761
                    ----------------------------------------
                    (Address of principal executive offices)

                                  563-263-4221
                        -------------------------------
                        (Registrant's telephone number)


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_____
                                        -----

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes_____ No__X___

At March 31, 2003 there were 1,424,445 shares of the  registrant's  common stock
outstanding.

                                       1
<PAGE>

                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

                               INDEX TO FORM 10-Q


                                                                        PAGE NO.

PART 1   Financial Information

         Item 1.   Financial Statements

                   Consolidated Condensed Balance Sheets,
                   March 31, 2003 and December 31, 2002                        3

                   Consolidated Condensed Statements of
                   Income, Three Months Ended March 31, 2003
                   and 2002                                                    4

                   Consolidated Condensed Statements of Cash Flows,
                   Three Months Ended March 31, 2003 and 2002                  5

                   Notes to Consolidated Condensed Financial Statements      6-7


         Item 2.   Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                      8-13

         Item 4.   Controls and Procedures                                    14

PART II  Other Information

         Item 4.   Submission of Matters to a Vote of Security Holders        14

         Item 6.   Exhibits and Reports on Form 8-K                           14


Signatures                                                                    15

Section 302 Certifications                                                 16-17


                                       2
<PAGE>

                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (In Thousands)
                                   (Unaudited)
<TABLE>
                                                            March 31,  December 31,
                                                              2003         2002
                                                           ------------------------
<S>                                                        <C>         <C>
               ASSETS

Cash and due from banks ................................   $  17,065    $  17,283

Interest-bearing deposits at financial institutions ....       5,580        1,791

Federal funds sold .....................................      51,022       30,600

Investment securities available for sale ...............      38,259       38,095

Loans, net of allowance for loan losses March 31, 2003,
   $3,319; December 31, 2002, $3,304 ...................     270,701      273,922

Bank premises and equipment, net .......................       6,040        5,303

Accrued interest receivable ............................       2,328        2,672

Life insurance contracts ...............................       4,003        3,953

Restricted investment securities .......................       3,957        3,957

Other assets ...........................................       1,229        1,129
                                                           ----------------------

   TOTAL ASSETS ........................................   $ 400,184    $ 378,705
                                                           ======================

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Noninterest bearing deposits ...........................   $  45,415    $  45,293
Interest bearing deposits ..............................     246,882      225,129
                                                           ----------------------
   TOTAL DEPOSITS ......................................     292,297      270,422
Note payable ...........................................       3,300        3,300
Securities sold under agreements to
   repurchase ..........................................       6,012        6,591
Federal Home Loan Bank advances ........................      64,610       64,609
Treasury tax and loan open note ........................         495          785
Company obligated mandatorily redeemable preferred
  securities of subsidiary trust .......................       4,000        4,000
Dividends payable ......................................         335          335
Other liabilities ......................................       1,818        1,633
                                                           ----------------------
   TOTAL LIABILITIES ...................................     372,867      351,675
                                                           ----------------------

Redeemable common stock held by employee stock
ownership plan with 401(k) provisions (KSOP) ...........       2,717        2,717
                                                           ----------------------

STOCKHOLDERS' EQUITY

Common stock ...........................................         200          200
Additional paid-in capital .............................       4,254        4,254
Retained earnings ......................................      34,477       34,195
Accumulated other comprehensive income .................       1,106        1,101
Less net cost of common shares acquired for the treasury     (12,720)     (12,720)
Less maximum cash obligation related to KSOP shares ....      (2,717)      (2,717)
                                                           ----------------------
   TOTAL STOCKHOLDERS' EQUITY ..........................      24,600       24,313
                                                           ----------------------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .............   $ 400,184    $ 378,705
                                                           ======================
</TABLE>
See notes to Consolidated Condensed Financial Statements.


                                       3
<PAGE>

                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                      (In Thousands, Except Per Share Data)
                                   (Unaudited)
                               Three Months Ended

                                                                   March  31,
                                                                ----------------
                                                                 2003      2002
                                                                ----------------
INTEREST AND DIVIDEND INCOME:
   Loans, including fees:
     Taxable ...............................................    $4,482    $4,877
     Nontaxable ............................................        34        19
   Investment securities available for sale:
     Taxable ...............................................       256       321
     Nontaxable ............................................       193       211
   Federal funds sold ......................................       117       149
   Restricted investment securities ........................        31        26
   Other ...................................................        22        24
                                                                ----------------
        Total interest income ..............................     5,135     5,627
                                                                ----------------

INTEREST EXPENSE:
   Deposits ................................................     1,257     1,544
   Note payable ............................................        61       108
   Other borrowed funds ....................................       933     1,078
   Company obligated mandatorily redeemable preferred
     securities ............................................       103       103
                                                                ----------------
        Total interest expense .............................     2,354     2,833
                                                                ----------------

        Net interest income ................................     2,781     2,794
Provision for loan losses ..................................       370        68
                                                                ----------------

        Net interest income after provision for
        loan losses ........................................     2,411     2,726
                                                                ----------------
Other income:
   Trust department ........................................        95       104
   Service fees ............................................       348       331
   Investment securities gains, net ........................        10        72
   Other ...................................................       194       149
                                                                ----------------
        Total other income .................................       647       656
                                                                ----------------
Operating expenses:
   Salaries and employee benefits ..........................     1,266     1,225
   Occupancy expenses, net .................................       178       164
   Equipment expenses ......................................       153       186
   Office supplies, printing, and postage ..................       107        91
   Computer processing .....................................       130       121
   Advertising and business promotion ......................        30        40
   Other operating expenses ................................       336       326
                                                                ----------------
        Total operating expenses ...........................     2,200     2,153
                                                                ----------------

        Income before income taxes .........................    $  858    $1,229
Applicable income taxes ....................................       241       374
                                                                ----------------

Net income .................................................    $  617    $  855
                                                                ================

Net income per common share, basic and diluted .............    $ 0.43    $ 0.59
                                                                ================

Dividends declared per common share ........................    $ 0.24    $ 0.23
                                                                ================

Comprehensive income .......................................    $  622    $  719
                                                                ================

See notes to Consolidated Condensed Financial Statements.

                                       4
<PAGE>

                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
               For The Three Months Ended March 31, 2003 and 2002
                                 (In Thousands)
                                   (Unaudited)
<TABLE>
                                                                                     2003        2002
                                                                                   --------------------
<S>                                                                                <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income .....................................................................   $    617    $    855
Adjustments to reconcile net income to net cash provided
   by operating activities:
   Proceeds from loans sold ....................................................      4,532       2,754
   Loans underwritten ..........................................................     (4,239)     (2,729)
   Gains on loans sold .........................................................        (68)        (25)
   Provision for loan losses ...................................................        370          68
   Investment securities gains, net ............................................        (10)        (72)
   Depreciation ................................................................        118         158
   Amortization of premiums and accretion of discounts
     on investment securities available for sale, net ..........................         39           6
   Net decrease in accrued interest receivable .................................        344         159
   Net (increase) decrease in other assets .....................................       (100)        161
   Net increase  in other liabilities ..........................................        182         201
                                                                                   --------------------
Net cash provided by operating activities ......................................   $  1,785    $  1,536
                                                                                   --------------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Net increase in interest-bearing deposits at financial institutions .........     (3,789)   $   (270)
   Net increase in federal funds sold ..........................................    (20,422)    (11,800)
   Proceeds from sales, maturities, calls and paydowns of available
   for sale securities .........................................................      1,893       7,887
   Purchases of available for sale securities ..................................     (2,078)     (4,370)
   Net (increase) decrease in loans ............................................      2,626      (1,135)
   Purchases of bank premises and equipment ....................................       (855)        (56)
   Increase in cash value of life insurance contracts ..........................        (50)        (43)
                                                                                   --------------------
   Net cash (used in) investing activities .....................................   $(22,675)   $ (9,787)
                                                                                   --------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net increase (decrease) in noninterest bearing deposits .....................   $    122    $    (67)
   Net increase in interest bearing deposits ...................................     21,753       7,130
   Net increase (decrease) in securities sold under
     agreements to repurchase ..................................................       (579)        656
   Repayment of note payable ...................................................         --         (47)
   Net increase (decrease) in treasury tax and loan open note ..................       (290)        374
   Advances from Federal Home Loan Bank ........................................      5,150          --
   Payments of advances from Federal Home Loan Bank ............................     (5,149)     (1,722)
   Cash dividends paid .........................................................       (335)       (331)
   Proceeds from issuance of common stock ......................................         --         105
                                                                                   --------------------
   Net cash provided by financing activities ...................................   $ 20,672    $  6,098
                                                                                   --------------------

   Net (decrease) in cash and due from banks ...................................       (218)     (2,153)

Cash and due from banks:
   Beginning ...................................................................   $ 17,283    $ 14,661
                                                                                   --------------------
   Ending ......................................................................   $ 17,065    $ 12,508
                                                                                   ====================

Supplemental Disclosures of Cash Flow Information, cash payments for:
   Interest ....................................................................   $  2,285    $  2,828
   Income taxes ................................................................         --          --

Supplemental Schedule of Noncash Investing and Financing Activities:
  Change in accumulated other comprehensive income, unrealized
  gains (losses) on investment securities available for sale, net ..............          5        (136)
</TABLE>
See notes to Consolidated Condensed Financial Statements.


                                       5
<PAGE>

                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



Note 1.  Nature of Business and Significant Accounting Policies

Nature of business:

Iowa  First   Bancshares  Corp.  (the  "Company")  is  a  bank  holding  company
headquartered in Muscatine,  Iowa. The Company owns the outstanding stock of two
national banks, First National Bank of Muscatine  (Muscatine) and First National
Bank in Fairfield  (Fairfield).  First National Bank of Muscatine has a total of
five  locations in  Muscatine,  Iowa.  First  National Bank in Fairfield has two
locations in  Fairfield,  Iowa.  Each bank is engaged in the general  commercial
banking   business  and  provides  full  service   banking  to  individuals  and
businesses, including checking, savings, money market and time deposit accounts,
commercial loans,  consumer loans,  real estate loans, safe deposit  facilities,
transmitting of funds,  trust services,  and such other banking  services as are
usual and customary for commercial  banks.  Some of these other services include
sweep  accounts,  lock-box  deposits,  debit  cards,  credit-related  insurance,
internet  banking,  automated teller machines,  telephone banking and investment
services  through  a  third-party   arrangement.   The  Company  also  owns  the
outstanding  stock of Iowa First Capital Trust I, which was capitalized in March
2001  for the  purpose  of  issuing  Company  Obligated  Mandatorily  Redeemable
Preferred Securities.

Basis of Presentation:

The  consolidated  financial  statements of the Company and its subsidiaries are
unaudited  and should be read in  conjunction  with the  consolidated  financial
statements  contained in the 2002 Annual Report on Form 10-K.  The  consolidated
financial statements have been prepared in accordance with accounting principles
generally  accepted in the United  States of America and conform to  predominant
practices  within the  banking  industry.  Management  of the Company has made a
number of  estimates  and  assumptions  relating to the  reporting of assets and
liabilities  and the disclosure of contingent  assets and liabilities to prepare
the  consolidated  financial  statements.  In the  opinion  of  management,  all
adjustments  and  normal  recurring  accruals  considered  necessary  for a fair
presentation  of the results of  operations  for the interim  periods  presented
herein have been  included.  Operating  results for the three months ended March
31, 2003 are not necessarily  indicative of the results that may be expected for
the year ending December 31, 2003.

Reclassifications:

Certain amounts in the prior year financial  statements have been  reclassified,
with no effect on net income or stockholders' equity, to conform to current year
presentations.

Note 2.  Capital Stock and Earnings Per Share

Common shares and preferred stock  authorized total 6,000,000 shares and 500,000
shares,  respectively.  Basic  earnings  per share is arrived at by dividing net
income by the weighted average number of shares of common stock  outstanding for
the respective period.  Diluted earnings per share is arrived at by dividing net
income  by the  weighted  average  number  of  common  stock  and  common  stock
equivalents  outstanding for the respective period. The average number of shares
of common  stock  outstanding  for the first three  months of 2003 and 2002 were
1,424,445 and 1,456,473, respectively. There were no common stock equivalents in
2003 or 2002.

Note 3.  Commitments and Contingencies

The Banks are parties to financial instruments with  off-balance-sheet risk made
in the normal course of business to meet the financing needs of their customers.
These  financial  instruments  include  commitments to extend credit and standby
letters of credit.  These instruments  involve, to varying degrees,  elements of
credit and interest rate risk in excess of the amount  recognized in the balance
sheets.

                                       6
<PAGE>

The Banks' exposure to credit loss in the event of  nonperformance  by the other
party to the financial  instrument for  commitments to extend credit and standby
letters  of  credit  is  represented  by  the   contractual   amounts  of  those
instruments.  The Banks use the same credit  policies in making  commitments and
conditional  obligations as they do for  on-balance-sheet  instruments.

                                              March 31, 2003   December 31, 2002
                                              ----------------------------------

Financial instruments whose contract
  amounts represent credit risk:
  Commitments to extend credit ...........      $39,452,000        $44,521,000
  Standby letters of credit ..............        1,938,000          2,539,000

Commitments  to extend  credit are  agreements  to lend to a customer as long as
there is no violation of any condition established in the contract.  Commitments
generally  have fixed  expiration  dates or other  termination  clauses  and may
require  payment of a fee. Since many of the  commitments are expected to expire
without  being  drawn  upon  and some of the  commitments  will be sold to other
financial  intermediaries  if drawn upon,  the total  commitment  amounts do not
necessarily  represent  future  cash  requirements.   The  Banks  evaluate  each
customer's creditworthiness on a case-by-case basis.

Standby  letters of credit  are  conditional  commitments  issued by the Bank to
guarantee the performance of a customer to a third party.  Those  guarantees are
primarily  issued to support  public and  private  borrowing  arrangements  and,
generally,  have terms of one year, or less. The credit risk involved in issuing
letters of credit is  essentially  the same as that  involved in extending  loan
facilities to customers.  The Banks hold collateral,  which may include accounts
receivable,  inventory,  property,  equipment, and income-producing  properties,
supporting those commitments if deemed necessary. In the event the customer does
not perform in accordance  with the terms of the agreement with the third party,
the Banks would be required to fund the commitment. The maximum potential amount
of future  payments  the Banks could be required to make is  represented  by the
contractual  amount shown in the summary above. If the commitment is funded, the
Banks would be entitled to seek recovery  from the  customer.  At March 31, 2003
and  December  31, 2002 no amounts  have been  recorded as  liabilities  for the
Banks' potential obligations under these guarantees.

The Company has also executed  contracts  for the sale of mortgage  loans in the
secondary market in the amount of $165,000 and $390,000 as of March 31, 2003 and
December  31,  2002,  respectively.  These  amounts are included in loans at the
respective balance sheet dates.


                                       7
<PAGE>

                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Results of Operations:

The  Company  recorded  net income of $617,000  for the quarter  ended March 31,
2003, compared with net income of $855,000 for the quarter ended March 31, 2002,
a decrease  of  $238,000 or 27.8%.  This  decrease  in net income was  primarily
attributable to additional provision for loan losses at our Fairfield subsidiary
bank. Several of Fairfield's  agricultural  borrowers experienced  disappointing
financial  results  during 2002 which were  communicated  to the bank during the
first quarter of 2003, resulting in the aforementioned higher provision for loan
losses expense.  Basic and diluted earnings per share were $.43 during the first
quarter of 2003 versus $.59 for the same  quarter in 2002, a decrease of $.16 or
27.1%. The Company's  annualized  return on average assets for the quarter ended
March 31, 2003 was .65%  compared  with a return of .91% for the  quarter  ended
March 31, 2002. The Company's  annualized return on average equity was 10.1% and
15.9%  for  the  three   months  ended  March  31,  2003  and  March  31,  2002,
respectively.

The  distribution of average assets,  liabilities and  stockholder's  equity and
interest rates, as well as intenrest differential was as follows (dollar amounts
in  thousands  and income and rates on a fully  taxable  equivalent  basis using
statutory tax rates in effect for the year presented):
<TABLE>
                                                Three Months Ended            Three Months Ended
                                                  March 31, 2003                March 31, 2002
                                            ----------------------------  ---------------------------
                                                                 Average                      Average
                                            Balance    Interest    Rate   Balance   Interest   Rate
                                            ----------------------------------------------------------
<S>                                         <C>        <C>       <C>      <C>       <C>       <C>
Assets
  Taxable loans, net ....................   $268,640   $  4,482    6.67%  $270,308   $4,877    7.22%
  Taxable investment securities available
    for sale ............................     21,327        256    4.80%    22,377      321    5.74%
  Nontaxable investment securities and
    loans ...............................     19,377        344    7.10%    19,440      348    7.17%
  Federal funds sold ....................     43,098        117    1.09%    38,274      149    1.56%
  Restricted investment securities ......      3,957         31    3.13%     3,867       26    2.69%
  Interest-bearing deposits at financial
    institutions ........................      3,807         22    2.31%     1,801       24    5.33%
                                            -------------------           -----------------
        Total interest-earning assets ...    360,206      5,252    5.83%   356,067    5,745    6.45%
  Cash and due from banks                     14,210                        12,471
  Bank premises and equipment, net             5,762                         5,014
  Life insurance contracts                     3,978                         3,387
  Other assets                                 3,686                         3,400
                                            --------                      --------
        Total                               $387,842                      $380,339
                                            ========                      ========
Liabilities
  Deposits:
    Interest-bearing demand .............   $117,692     $   268   0.92%  $113,227   $  402    1.44%
    Time ................................    116,508         989   3.44%   115,129    1,142    4.02%
    Notes payable .......................      3,300          61   7.39%     5,825      108    7.42%
    Other borrowings ....................     72,567         933   5.22%    76,642    1,078    5.72%
    Company obligated mandatorily
      redeemable preferred securities ...      4,000         103  10.30%     4,000      103   10.30%
                                            --------------------          -----------------
        Total interest-bearning
        liabilities .....................    314,067       2,354   3.04%   314,823    2,833    3.65%
                                                        --------                     ------
  Noninterest-bearing deposits ..........     44,643                        39,739
  Other liabilities .....................      2,056                         1,667
                                            --------                      --------
        Total liabilities ...............    360,766                       356,229
  Redeemable common stock held by KSOP ..      2,717                         2,242
Stockholders' equity                          24,359                        21,868
                                            --------                      --------
        Total                               $387,842                      $380,339
                                            ========                      ========
  Net interest earnings .................                $ 2,898                      $2,911
                                                         =======                      ======
        Net annualized yield (net
        interest earnings divided by
        total interst-earning assets) ...                          3.22%                       3.27%
                                                                   =====                       =====
</TABLE>

                                       8
<PAGE>

Nonaccruing  loans  are  included  in the  average  balance.  Loan  fees are not
material.

The net interest margin decreased  slightly to 3.22% during the first quarter of
2003 compared to 3.27% during the first  quarter of 2002.  The return on average
interest-earning  assets  decreased 62 basis points (from 6.45% in 2002 to 5.83%
in 2003) and interest paid on average interest-bearing  liabilities decreased 61
basis points (from 3.65% in 2002 to 3.04% in 2003).

The prime  lending  rate  began the year 2002 at 4.75% and ended  2002  lower at
4.25%,  where it has remained  for the first three  months of 2003.  During this
period of low interest rates, increased emphasis has been given to incorporating
interest rate floors on selected  commercial and agricultural  loans. During the
first  quarter of 2003 most,  if not all, of such loans subject to interest rate
floors were actually  paying the floor rate. This resulted in the rates received
on taxable loans falling  slightly less than the rates paid on  interest-bearing
liabilities  (55 basis points versus 61 basis points).  Eventually,  when market
interest rates again rise, rates paid on interest-bearing liabilities may, for a
time,  increase  more than rates  received  on taxable  loans.  This  outcome is
possible due to the loans which are subject to floor rate pricing lagging market
interest rate increases until such time as the floor rate has been exceeded. The
extent of this impact  will  depend on the amount and timing of eventual  market
interest rate hikes.

Rates received during the first quarter of 2003 on taxable investment securities
available  for sale have  decreased  at a faster  pace  than the  rates  paid on
interest-bearing  liabilities (decreases of 94 basis points and 61 basis points,
respectively).  This is largely  due to  maturities  and early  calls of taxable
investment  securities  coupled with  reinvestment at appreciably lower interest
rates.

Rates  received  during  the  first  quarter  of 2003 on  nontaxable  investment
securities  available  for sale and loans have  decreased  at a much slower pace
than the rates paid on interest-bearing liabilities (decreases of 7 basis points
and 61 basis  points,  respectively).  This was due largely to a longer  average
duration for nontaxable  investment securities available for sale and loans than
the average duration for  interest-bearing  liabilities.  Most of the nontaxable
investment  securities  available for sale were purchased  when market  interest
rates were higher than rates currently  available.  In the current interest rate
environment,  when taxable and nontaxable  investment  securities  mature or are
sold,  called, or otherwise paid down, the reinvestment rate available is nearly
always lower than the yield of the liquidating security.

The  usage of  wholesale  funding  sources  (primarily  Federal  Home  Loan Bank
advances), while mitigating intermediate and long-term interest rate risk, tends
to increase overall interest  expense.  The Company's  reliance  remained nearly
unchanged  during the first three  months of 2003 on such Federal Home Loan Bank
advances as a funding  source.  Total  payments on advances of  $5,149,000  were
nearly identical to the $5,150,000 of new advances.

Intense  competition  for all  types of loans  and  deposits  tends to limit the
Company's  ability  to  control  pricing  and  other  terms  when  dealing  with
customers.

Provisions  for loan losses were  $370,000  for the three months ended March 31,
2003.  This  was  $302,000  more  than  the  first  quarter  of  2002.  Net loan
charge-offs  through March 31, 2003 totaled $355,000 compared to net charge-offs
of only  $29,000  for the first  three  months of 2002.  Loan  quality  has been
negatively  impacted  by a variety of  factors  including,  but not  necessarily
limited  to, a  generally  sluggish  economy.  Specifically,  the quality of the
agricultural loan portfolio at our Fairfield subsidiary bank has declined.

Various strategies are being analyzed and implemented by management in an effort
to improve the loan  quality of the  portfolio  in  question.  While  cautiously
optimistic  as  to  the  likelihood  of  positive  results  emanating  from  the
strategies being employed, management realizes that significantly improving loan
quality is not normally a quick process.

The allowance  for possible  loan losses is  maintained at the level  considered
adequate  by  management  of the Banks to  provide  for  probable  losses in the
existing loan  portfolio.  The  allowance is increased by provisions  charged to
operating expense and reduced by net charge-offs. In determining the adequacy of
the  allowance  balance  the  Banks  make  continuous  evaluations  of the  loan
portfolio and related  off-balance sheet commitments,  consider current economic
conditions,  the  composition  of  the  loan  portfolio,  historical  loan  loss
experience, review of specific problem loans, the estimated net realizable value
or the fair value of the underlying collateral, and other factors.

                                       9
<PAGE>

Nonaccrual loans totaled $2,287,000 at March 31, 2003, an increase of $1,591,000
or 229% from March 31,  2002.  Other real  estate  owned  totaled  $545,000,  an
increase of $294,000 or 117% from a year ago. Loans past due 90 days or more and
still  accruing  totaled  $614,000,  which was $369,000 or 151% more than a year
earlier.  The allowance for possible loan losses of $3,319,000  represented 1.2%
of gross loans and 96.3% of total nonaccrual loans, other real estate owned, and
loans past due 90 days or more and still accruing.

Other income results from the charges and fees collected by the Company from its
customers  for  various  services  performed,  gross trust  department  revenue,
miscellaneous  other  income and gains (or losses)  from the sale of  investment
securities in the available for sale category.  Total other income for the first
quarter of 2003, without gains on investment securities,  was $637,000;  $53,000
or 9.1% more than the first quarter of 2002.

Operating  expenses include all the costs incurred to operate the Company except
for interest expense,  the loan loss provision and income taxes. For the quarter
ended March 31, 2003,  salaries and employee  benefits expense increased $41,000
or 3.3% due principally to normal cost of living and merit raises, training time
for new employees and rising health care cost.  Occupancy and equipment expenses
decreased $19,000 or 5.4% primarily as a result of lower  depreciation  charges.
Office  supplies  and  related  expenses  increased a modest  $16,000.  Computer
processing increased $9,000 or 7.4% as additional costs associated with enhanced
communications and disaster recovery contracts were recognized.  Finally,  other
operating expenses increased $10,000 or 3.1% largely due to the impact of higher
insurance  premiums and losses on improperly  endorsed  checks.  Total operating
expenses  increased  $47,000 or 2.2% during the first quarter of 2003 versus the
same quarter last year.

Income tax expense for the quarter ended March 31, 2003 of $241,000  represented
28.1% of income  before  taxes.  The  comparable  quarter last year was 30.4% of
income  before tax. This decline in income tax expense as a percentage of income
before  taxes is  largely  the  result  of a higher  portion  of  pretax  income
comprised of nontaxable income in 2003 than 2002.

The efficiency ratio,  defined as noninterest  expense,  excluding the provision
for loan losses,  as a percent of net interest income plus  noninterest  income,
was  64.2%  and  62.4% for the  three  months  ended  March  31,  2003 and 2002,
respectively.  The primary  reasons for this change in the efficiency  ratio are
discussed above.

Discussion and Analysis of Financial Condition

The Company's total assets at March 31, 2003, were $400,184,000,  an increase of
$21,479,000  or 5.7% from December 31, 2002.  As of March 31, 2003,  the Company
had  $51,022,000  of federal funds sold compared to  $30,600,000 at December 31,
2002.   Additionally,   interest-bearing   deposits  at  financial  institutions
(primarily fully FDIC insured  certificates of deposit with original  maturities
of two years or less and  interest-bearing  demand  accounts at various  banking
institutions)  totaled  $5,580,000  versus $1,791,000 at December 31, 2002. This
increase  was  primarily   the  result  of  higher  yields   available  on  such
certificates  of deposit  than could be obtained in the  federal  funds  market.
Federal  funds  sold and  other  liquid  assets  have been  higher  the past few
quarters  than the Company  would  historically  consider  normal.  These liquid
assets  may be used to fund  future  loan  growth,  deposit  or other  liability
outflows,  purchases of investment  securities  available for sale when interest
rates again rise, or various other purposes as identified by management.

Total available for sale securities  increased $164,000 or 0.4% during the first
three months of 2003 to total $38,259,000 at March 31, 2003. The Banks emphasize
purchase of securities  with maturities of five years and less as such purchases
typically  offer  reasonable  yields with limited credit risk as well as limited
interest rate risk. Additionally, selected securities with longer maturities are
owned  in  order  to  enhance  overall  portfolio  yield  without  significantly
increasing risk. In the low interest rate environment which continued during the
first three months of 2003,  the banks limited their  purchases of securities to
approximately the total of securities that were sold,  matured,  called, or paid
down.  Furthermore,  most of the  securities  that were purchased had relatively
short maturities or likely early call dates.  Securities sold during the quarter
ended  March 31,  2003 of $257,000  resulted  in net gains  recognized  totaling
$10,000.

Net loans  totaled  $270,701,000  at March 31, 2003, a decrease of $3,221,000 or
1.2% from December 31, 2002. Competition for high-quality loans remains intense,
particularly in the small consumer and residential real estate loan categories.

                                       10
<PAGE>

Total deposits at March 31, 2003, were $292,297,000,  an increase of $21,875,000
or 8.1%  from  the  balance  at  December  31,  2002.  Certificates  of  deposit
represented on average for the three months ended March 31, 2003,  approximately
42% of total deposits.  Interest-bearing demand deposits,  comprised of savings,
money market and NOW accounts,  represented another 42% of average deposits. The
final 16% of average deposits were in noninterest-bearing  accounts.  Securities
sold under  agreements  to  repurchase  decreased  $579,000 to  $6,012,000,  and
advances  borrowed from the Federal Home Loan Bank remained nearly  identical to
year-end 2002, totaling $64,610,000 at quarter end.

Note payable of  $3,300,000 at March 31, 2003,  was unchanged  from December 31,
2002.  This  note  balloons  during  the  second  quarter  of 2003  and  will be
refinanced at a variable rate considerably  lower than its current fixed rate of
over 7.35%.  Indications  are this variable rate  revolving  five-year term note
will be priced at Prime less one percent, with a floor of 3.25% and a ceiling of
5.25%.

On March 28,  2001,  the Company  issued  4,000 shares  totaling  $4,000,000  of
Company  Obligated  Mandatorily  Redeemable  Preferred  Securities of Iowa First
Capital  Trust I. The  securities  provide  for  cumulative  cash  distributions
calculated at a 10.18% annual rate. The Company may, at one or more times, defer
interest payments on the capital securities for up to 10 consecutive semi-annual
periods, but not beyond June 8, 2031.

At the end of the deferral period, all accumulated and unpaid distributions will
be paid. The capital securities will be redeemed on June 8, 2031;  however,  the
Company has the option to shorten the  maturity  date to a date not earlier than
June 8, 2011.  The  redemption  price begins at 105.09% to par and is reduced 51
basis  points  each year until June 8, 2021 when the capital  securities  can be
redeemed at par.  Holders of the capital  securities have no voting rights,  are
unsecured,  and rank  junior in  priority  of  payment  to all of the  Company's
indebtedness and senior to the Company's capital stock. For regulatory purposes,
the entire  amount of the capital  securities is allowed in the  calculation  of
Tier 1 capital.  The capital  securities  are included in the balance sheet as a
liability with the cash distributions included in interest expense.

Interest Rate Sensitivity

The Company  manages its balance  sheet to minimize the impact of interest  rate
movements on its earnings.  The term "rate sensitive" refers to those assets and
liabilities  which are  "sensitive" to  fluctuations  in rates and yields.  When
interest  rates move,  earnings may be affected in many ways.  Interest rates on
assets and liabilities  may change at different  times or by different  amounts.
Maintaining a proper  balance  between rate  sensitive  earning  assets and rate
sensitive   liabilities  is  the  principal  function  of  asset  and  liability
management of a banking organization.

A positive  repricing gap for a given period exists when total  interest-earning
assets exceed total interest-bearing  liabilities and a negative gap exists when
total  interest-bearing  liabilities are in excess of  interest-earning  assets.
Generally a positive  repricing gap will result in increased net interest income
in a rising rate environment and decreased net interest income in a falling rate
environment.  A negative  repricing gap tends to produce  increased net interest
income in a falling rate  environment  and  decreased  net interest  income in a
rising rate environment.  At March 31, 2003, rate sensitive liabilities exceeded
rate sensitive assets within a one year maturity range and, thus, the Company is
theoretically  positioned to benefit from a decline in interest rates within the
next year.

The Company's  repricing gap position is useful for measuring  general  relative
risk  levels.  However,  even with  perfectly  matched  repricing  of assets and
liabilities,  interest rate risk cannot be avoided entirely.  Interest rate risk
remains in the form of prepayment risk of assets and liabilities, timing lags in
adjusting  certain assets and  liabilities  that have varying  sensitivities  to
market interest rates, and basis risk. Basis risk refers to the possibility that
the repricing  behavior of variable-rate  assets could differ from the repricing
characteristics  of  liabilities  which  reprice in the same time  period.  Even
though  these  assets are  match-funded,  the spread  between  asset  yields and
funding costs could change.

Because the  repricing  gap position  does not capture  these risks,  Management
utilizes simulation modeling to measure and manage the rate sensitivity exposure
of earnings.  The Company's simulation model provides a projection of the effect
on net interest  income of various  interest  rate  scenarios  and balance sheet
strategies.

                                       11
<PAGE>

Liquidity

For  banks,  liquidity  represents  ability  to meet both loan  commitments  and
deposit withdrawals.  Factors which influence the need for liquidity are varied,
but include general economic  conditions,  asset/liability mix, bank reputation,
future  FDIC  funding  needs,  changes  in  regulatory  environment,  and credit
standing.  Assets which provide liquidity consist principally of loans, cash and
due from banks, interest-bearing deposits at financial institutions,  investment
securities,  and short-term  investments  such as federal  funds.  Maturities of
securities  held for  investment  purposes and loan payments  provide a constant
flow of funds available for cash needs. Additionally, liquidity can be gained by
the sale of loans or securities  prior to maturity if such assets had previously
been designated as available for sale. Interest rates, relative to the rate paid
by the  security or loan sold,  along with the maturity of the security or loan,
are the major determinates of the price which can be realized upon sale.

The  stability  of the  Company's  funding,  and  thus  its  ability  to  manage
liquidity,  is greatly enhanced by its consumer deposit base.  Consumer deposits
tend to be small in size,  diversified  across a large base of individuals,  and
are government  insured to the extent  permitted by law. Total deposits at March
31, 2003, were $292,297,000 or 73.0% of total liabilities and equity.

Federal funds sold  overnight  totaled  $51,022,000  or 12.7% of March 31, 2003,
total  assets.  These  federal  funds  sold may be used to fund loans as well as
deposit withdrawals, or for other purposes as defined by management.

Securities  available  for  sale  with  a fair  value  totaling  $38,259,000  at
quarter-end included net unrealized gains of $1,764,000. These securities may be
sold in whole or in part to increase  liquid  assets,  reposition the investment
portfolio, or for other purposes as defined by management.

Capital

Stockholders'  equity  increased  $287,000  (1.2%) during the three months ended
March 31, 2003. This increase included net income of $617,000,  growth of $5,000
in accumulated other comprehensive income, and $335,000 of dividends declared to
shareholders.

Federal regulatory agencies have adopted various capital standards for financial
institutions,  including risk-based capital standards. The primary objectives of
the  risk-based  capital  framework  are to  provide  a  consistent  system  for
comparing capital  positions of financial  institutions and to take into account
the  different   inherent  risks  among  financial   institutions'   assets  and
off-balance-sheet items.

Risk-based  capital  standards have been  supplemented  with  requirements for a
minimum Tier 1 capital to assets ratio (leverage ratio). In addition, regulatory
agencies consider the published capital levels as minimum levels and may require
a financial institution to maintain capital at higher levels.

A comparison of the Company's capital as of March 31, 2003 with the requirements
to be considered adequately capitalized and well capitalized is presented below.

                                                            For Capital
                                              Actual      Adequacy Purposes

Total capital to risk-weighted assets         12.3%           8.00%
Tier 1 capital to risk-weighted assets        11.1%           4.00%
Tier 1 capital to average assets               7.7%           4.00%

Impact of Inflation and Changing Prices

The financial statements and related data presented herein 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  changes  in the
relative  purchasing  power of money  over time due to  inflation.  Unlike  most
industrial companies, virtually all of the assets and liabilities of a financial
institution are monetary in nature.

As a result,  interest  rates  have a more  significant  impact  on a  financial
institution's  performance  than the  effects  of general  levels of  inflation.
Interest  rates do not  necessarily  move in the same  direction  or in the same
magnitude  as the price of goods and  services.  In the  current  interest  rate
environment,  liquidity and the maturity  structure of the Company's  assets and
liabilities are critical to the maintenance of acceptable performance levels.

                                       12
<PAGE>

Trends, Events or Uncertainties

Officers  and  Directors of the Company and its  subsidiaries  have had, and may
have in the future,  banking  transactions in the ordinary course of business of
the Company's subsidiaries.  All such transactions are on substantially the same
terms, including interest rates on loans and collateral,  as those prevailing at
the time for comparable  transactions  with others,  involve no more than normal
risk of collectibility, and present no other unfavorable features.

In the normal  course of  business,  the Banks are  involved  in  various  legal
proceedings.  In the current opinion of management, any liability resulting from
such  proceedings  would not have a material  effect on the Company's  financial
statements.

A substantial  first floor  remodeling of the Muscatine  subsidiary  bank's main
bank building in downtown  Muscatine,  Iowa, recently has been completed on time
and budget.

Subsequent to March 31, 2003, in May 2003, the Company completed construction of
and opened a new branch,  designed to enhance its market  presence in Muscatine,
Iowa. This branch is located on a major  thoroughfare  and retail area,  Highway
61, on the  northeast  side of  Muscatine.  The branch  offers a wide variety of
banking  services  in its 3,000  square  feet of space.  In  addition to deposit
products,  the new branch also offers consumer and real estate lending services.
A traditional  inside four person teller line and four drive-up teller lanes are
complemented by freestanding twenty-four hour ATM services.

The Company has in the past purchased, and is authorized under an existing stock
repurchase plan to buy in the future, shares of its outstanding common stock for
the treasury as they become available. However, pursuant to the stock repurchase
plan approved by the Board of Directors, no shares were purchased by the Company
during the first quarter of 2003.

Current Accounting Developments

The Financial Accounting Standards Board has issued Statement 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging".  This Statement amends and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including certain derivative  instruments  embedded in other contracts,  and for
hedging activities under Statement 133. The Statement is effective for contracts
entered  into or  modified  after June 30,  2003 and for  hedging  relationships
designated after June 30, 2003.  Implementation of the Statement is not expected
to have a material impact on the consolidated financial statements.

The  Financial  Accounting  Standards  Board has issued  Interpretation  No. 45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of Others" - an  interpretation  of FASB
Statements No. 5, 57 and 107 and rescission of FASB Interpretation No. 34." This
Interpretation  elaborates on the  disclosures  to be made by a guarantor in its
interim and annual  financial  statements  about its  obligations  under certain
guarantees that it has issued. It also clarifies that a guarantor is required to
recognize,  at the  inception of a guarantee,  a liability for the fair value of
the obligation undertaken in issuing the guarantee.  The initial recognition and
measurement  provisions of this  Interpretation were applicable on a prospective
basis to guarantees  issued or modified after December 31, 2002.  Implementation
of  these  provisions  of the  Interpretation  had no  impact  on the  Company's
consolidated   financial   statements.   The  disclosure   requirements  of  the
Interpretation  were  effective  for  financial  statements of interim or annual
periods  ending after  December 15, 2002,  and were adopted in the  consolidated
financial   statements  for  December  31,  2002  and  these  interim  financial
statements for the period ending March 31, 2003.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT

With the exception of the historical  information  contained in this report, the
matters described herein contain certain forward-looking statements with respect
to the Company's financial condition,  results of operations and business. These
forward-looking  statements are subject to certain risks and uncertainties,  not
all of which can be  predicted  or  anticipated.  Factors  that may cause actual
results to differ  materially  from those  contemplated  by the  forward-looking
statements herein include market conditions as well as conditions  affecting the
banking industry  generally and factors having a specific impact on the Company,
including but limited to fluctuations in interest rates and in the economy;  the
impact of laws and  regulations  applicable to the Company and changes  therein;
the impact of  accounting  pronouncements  applicable to the Company and changes
therein;  competitive  conditions in the markets in which the Company  operates,
including  competition from banking and non-banking companies with substantially
greater resources;  the Company's ability to control the composition of its loan
portfolio without adversely affecting interest income; the Company's  dependence
on third party  suppliers;  and the  Company's  ability to respond to changes in
technology.  Readers of this Form 10-Q should therefore not place undue reliance
on forward-looking statements.

                                       13
<PAGE>

Item 4.  Controls and Procedures

During the 90-day  period prior to the filing date of this  report,  management,
including the Company's  Executive Vice  President,  Chief  Operating  Officer &
Treasurer  and  Chairman  of  the  Board,   President  and  CEO,  evaluated  the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures.  Based upon, and as of the date of that  evaluation,  management
concluded that the disclosure  controls and procedures  were  effective,  in all
material  respects,  to ensure that information  required to be disclosed in the
reports  the Company  files and  submits  under the  Exchange  Act is  recorded,
processed, summarized and reported as and when required.

There have been no significant  changes in the Company's internal controls or in
other factors which could  significantly  affect internal controls subsequent to
the date the  Company  carried  out its  evaluation.  There were no  significant
deficiencies or material weaknesses  identified in the evaluation and therefore,
no corrective actions were taken.

                            Part II OTHER INFORMATION

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

At the Annual  Meeting of the Company held at its offices on April 17, 2003, the
shareholders elected the following individuals to the Board of Directors for the
indicated terms:

                    Votes in Favor   Votes Against  Votes Abstain         Term
--------------------------------------------------------------------------------

Kim K. Bartling       1,220,442           0              3,510           3 Years
Larry L. Emmert       1,223,142           0                810           3 Years
David R. Housley      1,223,142           0                810           3 Years
Richard L. Shepley    1,222,179           0              1,773           3 Years

ITEM 6.  Exhibits and Reports on Form 8-K.

         (a)  Exhibits

              Exhibit 99.1 - Certification pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002

              Exhibit 99.2 - Certification pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002

         (b)  Reports on Form 8-K.

              A Form 8-K was filed on January 22, 2003 and  consisted of a press
              release  discussing  financial  results  of the  Company  for  the
              quarter and year ended December 31, 2002.


                                       14
<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.

                             IOWA FIRST BANCSHARES CORP.

                                 (Registrant)


May 15, 2003                 /s/ D. Scott Ingstad
----------------             -------------------------------
Date                         D. Scott Ingstad, Chairman
                             Of the Board, President and CEO


May 15, 2003                 /s/ Kim K. Bartling
----------------             -------------------------------
Date                         Kim K. Bartling, Executive Vice
                             President, Chief Operating
                             Officer & Treasurer


                                       15
<PAGE>


                            Section 302 Certification

I, Kim K. Bartling, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Iowa First Bancshares
     Corp.

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 we 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 function):

     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

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:  May 15, 2003       Signature:  /s/ Kim K. Bartling
       ---------------                ------------------------------------------
                                      Kim K. Bartling, Executive Vice President,
                                      Chief Operating Officer & Treasurer


                                       16
<PAGE>

                            Section 302 Certification

I, D. Scott Ingstad, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Iowa First Bancshares
     Corp.

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 we 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 function):

     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

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: May 15, 2003     Signature:  /s/ D. Scott Instad
      -------------                ---------------------------------------------
                                   D. Scott Ingstad, Vice Chairman of the
                                   Board, President, and Chief Executive Officer



                                       17