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, 2001
                                         --------------

                                       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)

                                  319-263-4221
                        -------------------------------
                         (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_____
   -----

At March 31, 2001 there were 1,490,531 shares of the  registrant's  common stock
outstanding.

<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, 2001 and December 31, 2000

                   Consolidated Condensed Statements of
                   Income, Three Months Ended
                   March 31, 2001 and 2000

                   Consolidated Condensed Statements of
                   Cash Flows, Three Months Ended
                   March 31, 2001 and 2000

                   Notes to Consolidated Condensed
                   Financial Statements

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

PART II   Other Information

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

         Item 6.   Exhibits and Reports on Form 8-K

Signatures

<PAGE>

                                                             (In Thousands)
                                                        ------------------------
                                                        (Unaudited)
                                                          March 31, December 31,
                                                            2001        2000
                                                        ------------------------
               ASSETS

Cash and due from banks ................................  $  11,762   $  16,182
Investment securities available for sale ...............     58,344      63,059
Federal funds sold .....................................     11,750      14,650
Loans, net of allowance for possible loan losses
   March 31, 2001, $3,265; December 31, 2000, $3,268 ...    277,612     270,539
Bank premises and equipment, net .......................      5,086       4,936
Life insurance contracts ...............................      3,228       3,184
Restricted investment securities .......................      3,831       3,831
Other assets ...........................................      4,003       4,033
                                                          ----------------------
   TOTAL ASSETS ........................................  $ 375,616   $ 380,414
                                                          ======================

LIABILITIES AND STOCKHOLDERS' EQUITY  LIABILITIES
Noninterest bearing deposits ...........................  $  39,654   $  48,649
Interest bearing deposits ..............................    233,387     222,831
                                                          ----------------------
   TOTAL DEPOSITS ......................................    273,041     271,480
Notes payable ..........................................      6,107       6,276
Securities sold under agreements to
   repurchase ..........................................      3,406       3,950
Federal Home Loan Bank advances ........................     61,495      71,531
Treasury tax and loan open note ........................        460       1,187
Company obligated mandatorily redeemable preferred
   securities of subsidiary trust ......................      4,000          --
Other liabilities ......................................      2,543       2,240
                                                          ---------------------
   TOTAL LIABILITIES ...................................   351,052      356,664
                                                          ---------------------

Redeemable common stock held by employee stock
   ownership plan with 401(k) provisions (KSOP) ........     2,118        2,118
                                                          ---------------------
STOCKHOLDERS' EQUITY
Common stock ...........................................        200         200
Additional paid-in capital .............................      4,309       4,309
Retained earnings ......................................     30,377      29,852
Accumulated other comprehensive income .................        964         290
Less net cost of common shares acquired for the treasury    (11,286)    (10,901)
Less maximum cash obligation related to KSOP shares ....     (2,118)     (2,118)
                                                          ---------------------
   TOTAL STOCKHOLDERS' EQUITY ..........................     22,446      21,632
                                                          ---------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .............  $ 375,616   $ 380,414
                                                          =====================

See Notes to Consolidated Condensed Financial Statements.

<PAGE>

                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME

                      (In Thousands, Except Per Share Data)
                                   (Unaudited)

                                                                    Three
                                                                 Months Ended
                                                                   March 31,
                                                                ----------------
                                                                 2001      2000
                                                                ----------------
INTEREST INCOME:
   Interest and fees on loans ..............................    $5,688    $5,493
   Interest on investment securities available for sale ....       872       897
   Interest on federal funds sold ..........................       159        97
   Dividends on restricted investment securities ...........        53        57
                                                                ----------------
   Total interest income ...................................     6,772     6,544
                                                                ----------------

INTEREST EXPENSE:
   Interest on deposits ....................................     2,789     2,464
   Interest on notes payable ...............................       120       128
   Interest on other borrowed funds ........................     1,142     1,063
                                                                ----------------
   Total interest expense ..................................     4,051     3,655
                                                                ----------------

   Net interest income .....................................     2,721     2,889

Provision for loan losses ..................................        39        42
                                                                ----------------
   Net interest income after provision for
      loan losses ..........................................     2,682     2,847

Investment securities gains, net ...........................        61         8
Other income ...............................................       557       516
Other expense ..............................................     2,057     2,083
                                                                ----------------

   Income before income taxes ..............................    $1,243    $1,288
Applicable income taxes ....................................       391       404
                                                                ----------------
Net income .................................................    $  852    $  884
                                                                ================

Net income per common share, basic and diluted .............    $ 0.57    $ 0.58
                                                                ================

Dividends declared per common share ........................    $ 0.22    $ 0.21
                                                                ================

Comprehensive income .......................................    $1,526    $  817
                                                                ================

See Notes to Consolidated Condensed Financial Statements.
<PAGE>

                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
               For The Three Months Ended March 31, 2001 and 2000
                                 (In Thousands)
<TABLE>

                                                                         2001        2000
                                                                       --------------------
<S>                                                                    <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income .........................................................   $    852    $    884
Adjustments to reconcile net income to net cash provided by
  operating activities:
   Proceeds from real estate loans sold ............................        642          --
   Real estate loans underwritten and sold .........................       (635)         --
   Provision for possible loan losses ..............................         39          42
   Investment securities (gains), net ..............................        (61)         (8)
   Depreciation ....................................................        157         160
   Amortization of premiums and accretion of discounts
     on investment securities available for sale, net ..............         (2)         16
   Net (increase) decrease in other assets .........................       (192)        126
   Net increase in other liabilities ...............................        308         100
                                                                       --------------------
Net cash provided by operating activities ..........................   $  1,101    $  1,320
                                                                       --------------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Net decrease in federal funds sold ..............................   $  2,900    $ 12,325
   Proceeds from sales, maturities, calls and paydowns of available
   for sale securities .............................................      8,306       2,698
   Purchases of available for sale securities ......................     (2,464)     (6,426)
   Net (increase) in loans .........................................     (7,112)     (3,523)
   Purchases of bank premises and equipment ........................       (307)        (43)
   Increase in cash value of life insurance contracts ..............        (44)         --
                                                                       --------------------
   Net cash provided by investing activities .......................   $  1,279    $  5,031
                                                                       --------------------


CASH FLOWS FROM FINANCING ACTIVITIES
   Net (decrease) in noninterest bearing deposits ..................   $ (8,995)   $ (4,767)
   Net increase (decrease) in interest bearing deposits ............     10,556      (1,161)
   Net (decrease) in securities sold under
     agreements to repurchase ......................................       (544)       (859)
   Repayment of notes payable ......................................        (44)        (41)
   Net decrease in line of credit ..................................       (125)         --
   Net (decrease) in treasury tax and loan open note ...............       (727)     (1,263)
   Advances from Federal Home Loan Bank ............................      1,400       2,000
   Payments of advances from Federal Home Loan Bank ................    (11,436)     (1,626)
   Net proceeds from issuance of company obligated mandatorily
     redeemable preferred securities of subsidiary trust ...........      3,832          --
   Cash dividends paid .............................................       (332)       (321)
   Purchases of common stock for the treasury ......................       (385)        (85)
                                                                       --------------------
   Net cash (used in) financing activities .........................   $ (6,800)   $ (8,123)
                                                                       --------------------

   Net (decrease) in cash and due from banks .......................     (4,420)     (1,772)
Cash and due from banks:
   Beginning .......................................................   $ 16,182    $ 15,304
                                                                       --------------------
   Ending ..........................................................   $ 11,762    $ 13,532
                                                                       ====================

Supplemental Disclosures of Cash Flow Information
   Cash payments for:
     Interest ......................................................   $  4,149    $  3,638
     Income taxes ..................................................         11          44

Supplemental Schedule of Noncash Investing and Financing Activities:
  Change in accumulated other comprehensive income, unrealized
  gains (losses) on securities available for sale, net .............        674         (67)
</TABLE>

See Notes to Consolidated Condensed Financial Statements.
<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 and other 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. 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 Manditorily Redeemable Preferred Securities.

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 2001 and 2000 were
1,495,714 and 1,536,538, respectively. There were no common stock equivalents in
2001 or 2000.

<PAGE>

                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Discussion and Analysis of Financial Condition

The Company's  total assets at March 31, 2001,  were  $375,616,000.  Muscatine's
total assets were $276,226,000  which reflects a $4,728,000 (1.7%) decrease from
December 31, 2000,  total assets.  Fairfield's  total assets were $96,918,000 at
March 31,  2001,  which is a decrease  of  $2,015,000  (2.0%)  when  compared to
December 31, 2000,  total assets.  Total  consolidated  assets decreased by 1.3%
during the first three months of 2001.

Net loans  totaled  $277,612,000  at March  31,  2001.  Net  loans at  Muscatine
increased  by  $5,545,000  (2.8%)  during  the  first  three  months.  Net loans
increased at  Fairfield  by  $1,528,000  (2.2%)  during the first three  months.
Consolidated net loans increased by $7,073,000 (2.6%) year-to-date.

Total available for sale securities  decreased $4,715,000 during the first three
months of 2001 while federal funds sold also decreased  $2.9 million.  The Banks
emphasize  purchase of securities with maturities of five years and less as such
purchases  offer  reasonable  yields with little  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.  Securities sold during the year of $2,893,000 have resulted in
gains recognized totaling $61,000.

Total  deposits  at  March  31,  2001,  were  $273,041,000.   Deposits,  net  of
intercompany  deposits,  at Muscatine increased $3,019,000 (1.6%) from the prior
year end. Fairfield's total deposits decreased $1,458,000 (1.8%) during the same
period.  This represents a combined deposit increase of $1.56 million (0.6%) for
the Company during the first three months of 2001. Additionally, securities sold
under agreements to repurchase decreased $544,000 and advances borrowed from the
Federal Home Loan Bank  decreased  $10,036,000 to total $61.5 million at quarter
end.

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, 2036.  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.

Results of Operation

Consolidated  net income was $852,000,  or $.57 per share, for the first quarter
of 2001.  This was  $32,000 or 3.6% less than the same  period  last  year.  Net
interest  income declined from the first quarter of 2000 to the first quarter of
2001 by $168,000 (5.8%),  other income increased over the same period by $41,000
(7.9%), and operating expenses decreased $26,000 (1.2%).

Management  has  expressed  concern  for  several  quarters as to the ability to
continue  increasing net interest income each successive  quarter.  Net interest
income did indeed  decline  during the first quarter of 2001.  The prime lending
rate has dropped a precipitous 150 basis points during the first three months of
2001.  This  rapid,  substantial  decline  in  the  prime  lending  rate  causes
short-term downward pressure on the Company's net interest margin. Additionally,
the usage of  wholesale  funding  sources,  while  mitigating  intermediate  and
long-term interest rate risk,  increases interest expense.  The interest expense
associated with the debt incurred to purchase treasury shares also adds pressure
to the net interest income.  Finally,  the intense  competition for all types of
loans  does not  afford  the  Company  much  pricing  power  when  dealing  with
borrowers.
<PAGE>

Provisions  for loan losses were  $39,000 for the three  months  ended March 31,
2001, this was $3,000 less than the first quarter of 2000. Net loan  charge-offs
totaled  $42,000  compared to net charge-offs of $5,000 for the first quarter of
2000.

Nonaccrual loans totaled $709,000 at March 31, 2001,  $257,000 more than the end
of the first  quarter in 2000.  Other real  estate  owned  totaled  $207,000,  a
reduction  of  $204,000,  and loans past due 90 days or more and still  accruing
totaled $936,000 which was $898,000 more than at the end of the first quarter of
2000. The reserve for loan losses of $3,265,000 represents 1.2% of net loans and
176% of total nonaccrual  loans,  other real estate owned, and loans past due 90
days or more and still accruing.

The  efficiency  ratio,  defined  as  noninterest  expense  as a percent  of net
interest income plus noninterest income, was 61.6% for the first three months of
2001  compared to 59.5% for all of 2000.  The primary  reason for this change is
the reduced net interest income.

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, 2001, 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.  However,  over shorter periods of three to six months,  rising rates
tend to be more beneficial for the Company.

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.

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,  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.
<PAGE>

The subsidiary banks do not have brokered deposits.

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, 2001, were $273,041,000 or 73% of total liabilities and equity.

Securities  available for sale with a cost totaling  $56,817,000  at quarter-end
included net  unrealized  gains of $1,527,000.  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 $814,000 during the three months ended March 31,
2001.

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, 2001 with the requirements
to be considered adequately capitalized is presented below.

                                                                     For Capital

                                                      Actual   Adequacy Purposes

--------------------------------------------------------------------------------

Tier 1 risk-based capital .....................       10.13%         4.00%
Total risk-based capital ......................       11.35%         8.00%
Tier 1 leverage ratio .........................        7.23%         4.00%

Impact of Inflation and Changing Prices

The financial statements and related data presented herein have been prepared in
accordance  with generally  accepted  accounting  principles,  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.

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.

The Company has in the past and anticipates continuing to purchase shares of its
outstanding common stock for the treasury as they become available.

<PAGE>

                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
                                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 19, 2001, the
shareholders elected the following individuals to the Board of Directors for the
indicated terms:

                        Votes in Favor Votes Against Term

-------------------------------------------------------------

Roy J. Carver, Jr .    1,134,907           0          3 Years
Victor G. McAvoy ..    1,138,092           0          3 Years
John "Jay" S. McKee    1,138,312           0          3 Years
Dean H. Holst .....    1,133,427           0          1 Year

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

         Reports on Form 8-K.      A current report on Form 8-K was filed with
                                   the Securities and Exchange Commission on
                                   March 29,  2001 to report the issuance of
                                   4,000 shares, totaling $4,000,000, of Company
                                   Obligated Manditorily Redeemable Preferred
                                   Securities.

<PAGE>

                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

                                   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, 2001                 /s/ George A. Shepley
----------------             -------------------------------
Date                         George A. Shepley, Chairman of
                             the Board

May 15, 2001                 /s/ Kim K. Bartling
----------------             -------------------------------
Date                         Kim K. Bartling, Executive Vice
                             President, Chief Operating
                             Officer & Treasurer