SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)

[X]  Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended September 30, 1999

[ ]  Transition  report  pursuant  to  section  13 or  15(d)  of the  Securities
     Exchange Act of 1934

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

SEC File Number:   000-25009
                   ---------

                              SKIBO FINANCIAL CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                    United States                           25-1820465
---------------------------------------------          -------------------------
         (State or other jurisdiction of                 (I.R.S. Employer
         incorporation or organization)                  Identification No.)

242 East Main Street, Carnegie, Pennsylvania                   15106
--------------------------------------------                   -----
  (Address of principal executive offices)                  (Zip Code)

                                 (412) 276-2424
             -----------------------------------------------------
              (Registrant's telephone number, including area code)


     Check whether the registrant: (1) filed all reports required to be filed by
Sections 13 or 15(d) of the  Securities  Exchange Act of 1934  subsequent to 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
                       ---       ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

                  Number of shares outstanding of common stock
                             as of November 5, 1999


$0.10 Par Value Common Stock                          3,411,206 Shares
----------------------------                        --------------------
           Class                                        Outstanding

            Transitional Small Business Disclosure Format (check one)
                                 Yes      No  X
                                     ---     ---



<PAGE>

                     SKIBO FINANCIAL CORP. AND SUBSIDIARIES

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----



PART I.             FINANCIAL INFORMATION


Item 1.    Financial Statements


             Consolidated Statements of Financial Condition (As of
             September 30, 1999 (unaudited) and March 31, 1999)................1

             Consolidated Statements of Income (For the three and
             six months ended September 30, 1999 and 1998 (unaudited)).........2

             Consolidated Statement of Stockholders' Equity (For the
             six months ended September 30, 1999 (unaudited)...................3

             Consolidated  Statements  of Cash  Flows  (For the six  months
             ended September 30, 1999 and 1998 (unaudited))....................4

             Notes to Consolidated Financial Statements........................5


Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations.................................7



PART II.    OTHER INFORMATION


Item 1.    Legal Proceedings..................................................13
Item 2.    Changes in Securities..............................................13
Item 3.    Defaults Upon Senior Securities....................................13
Item 4.    Submission of Matters to a Vote of Security-Holders................13
Item 5.    Other Information..................................................13
Item 6.    Exhibits and Reports on Form 8-K...................................13


Signatures





<PAGE>
                     SKIBO FINANCIAL CORP. AND SUBSIDIARIES

                 Consolidated Statements of Financial Condition

              (Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>

                                                               September 30,   March 31,
                                                                   1999          1999
                                                                   ----          ----
                     ASSETS                                     (Unaudited)

<S>                                                             <C>          <C>
Cash and amounts due from depository institutions                $     553    $   1,288
Interest-bearing deposits with other institutions                      473        1,211
Investment securities:
         Held-to-maturity (market value $24,866 and $24,703)        26,177       25,087
Mortgage-backed securities:
         Held-to-maturity (market value $58,706 and $54,605)        59,362       54,365
Loans receivable, net                                               60,084       65,309
Accrued interest receivable:
         Investment securities                                         424          400
         Mortgage-backed securities                                    402          382
         Loans receivable                                              546          726
Federal Home Loan Bank stock, at cost                                2,520        2,465
Premises and equipment, net                                            664          695
Prepaid expenses and other assets                                    3,457        3,128
                                                                 ---------    ---------

                  Total Assets                                   $ 154,662    $ 155,056
                                                                 =========    =========

                          LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
         Savings deposits                                        $  76,358    $  76,917
         Federal Home Loan Bank advances                            50,300       49,300
         Bonds payable                                                --          1,299
         Advances from borrowers for taxes and insurance                53          143
         Accrued expenses and other liabilities                      2,356        2,267
                                                                 ---------    ---------

                  Total Liabilities                                129,067      129,926


Stockholders' Equity:
Preferred stock, 5,000,000 shares authorized; none issued             --           --
Common stock, $0.10 par value; 10,000,000 shares authorized;
  3,449,974 shares issued                                              345          345
Additional paid-in capital                                           9,750        9,755
Treasury stock, at cost (7,863 shares at September 30, 1999
   and 5,228 shares at March 31, 1999)(1)                              (82)         (65)
Unearned employee stock ownership plan (ESOP) shares                  (367)        (458)
Unearned restricted stock plan (RSP) shares                           (295)        (392)
Retained earnings, substantially restricted                         16,244       15,945
                                                                 ---------    ---------

                  Total Stockholders' Equity                        25,595       25,130
                                                                 ---------    ---------

                  Total Liabilities and Stockholders' Equity     $ 154,662    $ 155,056
                                                                 =========    =========
</TABLE>

(1)  For  reporting  purposes,  shares  held by the Bank for the  Bank's RSP are
     included in treasury stock.


See accompanying notes to consolidated financial statements.

                                       1
<PAGE>

                     SKIBO FINANCIAL CORP. AND SUBSIDIARIES

                        Consolidated Statements of Income

         For the Three and Six Months Ended September 30, 1999 and 1998

              (Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                   Three Months Ended         Six Months Ended
                                                                     September 30,              September 30,
                                                                   1999          1998        1999         1998
                                                                   ----          ----        ----         ----
                                                                      (unaudited)                (unaudited)
<S>                                                          <C>          <C>          <C>          <C>
Interest income:
         Loans receivable                                      $    1,081   $    1,198   $    2,230   $    2,435
         Mortgage-backed securities                                   899          833        1,734        1,724
         Investment securities                                        431          255          835          517
         Other                                                        105           82          203          169
                                                               ----------   ----------   ----------   ----------
                Total interest income                               2,516        2,368        5,002        4,845

Interest expense:
         Savings deposits                                             817          872        1,633        1,751
         Federal Home Loan Bank advances                              636          501        1,262        1,077
         Bonds payable                                                 32           39           63           78
Other borrowings                                                     --             14         --             28
                                                               ----------   ----------   ----------   ----------
                Total interest expense                              1,485        1,426        2,958        2,934
                                                               ----------   ----------   ----------   ----------

                Net interest income                                 1,031          942        2,044        1,911

Provision for loan losses                                               1           12            2           15
                                                               ----------   ----------   ----------   ----------
                Net interest income after
                  provision for loan losses                         1,030          930        2,042        1,896
Other income:
         Fees and service charges                                      11           12           30           25
         Other                                                         10           14           19           22
                                                               ----------   ----------   ----------   ----------
                Total other income                                     21           26           49           47

Other expenses:
         Compensation and employee benefits                           460          377          950        1,033
         Premises and occupancy costs                                  56           55          110          111
         Federal insurance premiums                                    11           12           22           24
         Other operating expenses                                      97           81          181          188
                                                               ----------   ----------   ----------   ----------
                Total other expenses                                  624          525        1,263        1,356
                                                               ----------   ----------   ----------   ----------

                Income before income taxes                            427          431          828          587

Provision for income taxes                                            141          180          315          240
                                                               ----------   ----------   ----------   ----------
                Net income                                     $      286   $      251   $      513   $      347
                                                               ==========   ==========   ==========   ==========



Basic earnings per share                                       $      .08   $      .07   $      .15   $      .10
Diluted earnings per share                                     $      .08   $      .07   $      .15   $      .10

Weighted average shares outstanding - Basic                     3,354,208    3,362,294    3,351,462    3,359,783
Weighted average shares outstanding - Diluted                   3,354,208    3,362,294    3,351,462    3,359,783

</TABLE>


See accompanying notes to consolidated financial statements

                                       2
<PAGE>

                     SKIBO FINANCIAL CORP. AND SUBSIDIARIES

                 Consolidated Statement of Stockholders' Equity

             For the Six Months Ended September 30, 1999 (unaudited)

              (Dollar amounts in thousands, except per share data)


<TABLE>
<CAPTION>
                                               Additional              Unearned     Unearned
                                     Common      Paid-in   Treasury      ESOP        RSP       Retained
                                     Stock       Capital    Stock       Shares      Shares     Earnings     Total
                                    ---------------------------------------------------------------------------------

<S>                                <C>        <C>        <C>         <C>         <C>         <C>         <C>
Balance at March 31, 1999            $    345   $  9,755   $    (65)   $   (458)   $   (392)   $ 15,945    $ 25,130

Cash dividends declared net
  ($.15 per share)                       --         --         --          --          --          (214)       (214)

Excess of fair value above cost of
 ESOP shares released
 or committed to be released             --           (5)      --          --          --          --            (5)

Amortization of ESOP liability           --         --         --            91        --          --            91

Amortization of RSP liability            --         --         --          --            97        --            97

Treasury stock purchased,
 at cost (2,635 shares)                  --         --          (17)       --          --          --           (17)

Net income                               --         --         --          --          --           513         513
                                    ---------------------------------------------------------------------------------

Balance at September 30, 1999        $    345   $  9,750   $    (82)   $   (367)   $   (295)   $ 16,244    $ 25,595
                                    =================================================================================
</TABLE>


See accompanying notes to consolidated financial statements.

                                       3


<PAGE>
                     SKIBO FINANCIAL CORP. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

              For the Six Months Ended September 30, 1999 and 1998

                          (Dollar amounts in thousands)
<TABLE>
<CAPTION>
                                                                                                         1999        1998
                                                                                                         ----        ----
                                                                                                     (unaudited)
<S>                                                                                                  <C>         <C>
Operating activities:
         Net income                                                                                    $    513    $    347
         Adjustments to reconcile net income to net cash
           (used in) provided by operating activities:
                           Provision for loan losses                                                          2          15
                           Depreciation                                                                      40          44
                           Compensation expense-ESOP and RSP                                                183         309
                           Net amortization of premiums and discounts                                       143         120
                           Decrease  in accrued interest receivable                                         136          70
                           Increase in prepaid expenses                                                    (329)       (330)
                           Increase in accrued interest payable                                             268         316
                           Decrease in accrued income taxes                                                (110)        (13)
                           Other, net                                                                       (81)         70
                                                                                                       --------    --------
                                    Net cash provided by operating activities                               765         948
                                                                                                       --------    --------

Investing activities:
         Purchases of premises and equipment                                                                 (9)        (21)
         Purchases of investment securities held-to maturity                                             (4,332)     (5,598)
         Purchases of mortgage-backed securities held-to-maturity                                       (13,598)     (3,028)
         Proceeds from maturities/calls and principal repayments of:
                  Investment securities held-to-maturity                                                  3,234       5,213
                  Mortgage-backed securities held-to-maturity                                             8,533       8,501
         Loans purchased                                                                                 (2,662)     (6,920)
         Net principal repayments on loans                                                                7,830       9,749
         Increase in Federal Home Loan Bank stock                                                           (55)       --
                                                                                                       --------    --------
                                    Net cash provided by (used in) investing activities                  (1,059)      7,896
                                                                                                       --------    --------
Financing activities:
         Net decrease in savings deposits                                                                  (559)     (1,294)
         Proceeds from Federal Home Loan Bank advances                                                    1,100      13,000
         Repayment of Federal Home Loan Bank advances                                                      (100)    (16,500)
         Principal repayment of bonds payable                                                            (1,299)       (177)
         Net decrease in mortgage escrow                                                                    (90)       (100)
         Treasury stock purchased                                                                           (17)       --
         Cash dividends paid                                                                               (214)       (142)
                                                                                                       --------    --------
                                    Net cash used in financing activities                                (1,179)     (5,213)
                                                                                                       --------    --------

Net increase (decrease) in cash and cash equivalents                                                     (1,473)      3,631
Cash and cash equivalents, beginning of period                                                            2,499       3,271
                                                                                                       --------    --------
Cash and cash equivalents, end of period                                                               $  1,026    $  6,902
                                                                                                       ========    ========

Supplemental disclosures of cash flow information:
         Cash paid during the period for:
                  Interest                                                                             $  2,689    $  2,618
                                                                                                       ========    ========

                  Income taxes                                                                         $    515    $    253
                                                                                                       ========    ========
</TABLE>


See accompanying notes to consolidated financial statements

                                       4

<PAGE>
                     SKIBO FINANCIAL CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

NOTE 1 -  Corporate Reorganization
          ------------------------

On October 29, 1998, First Carnegie Deposit  reorganized into a two-tier holding
company  structure.  First  Carnegie  Deposit  formed a new mid-tier,  federally
chartered,  stock holding company, Skibo Financial Corp. (the "Company"),  which
is 55% owned by Skibo  Bancshares,  M.H.C.  As a result of this  reorganization,
Skibo  Financial Corp.  became the parent company of First Carnegie  Deposit and
owns 100% of First  Carnegie  Deposit's  common stock.  Upon  surrender of First
Carnegie  Deposit  common  stock,  shareholders  of record on October  29,  1998
received,  on a three-for-two  basis,  shares of the new publicly traded entity,
Skibo Financial Corp.

The  reorganization  was  accounted  for in a manner  similar  to a  pooling  of
interests.  Accordingly,  the prior years' consolidated  financial statements of
the  Company  are  identical  to  the  prior  periods'  consolidated   financial
statements of First Carnegie Deposit.

NOTE 2 -  Basis of Presentation and Principles of Consolidation
          -----------------------------------------------------

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts of Skibo Financial Corp.,  its  wholly-owned  subsidiary First Carnegie
Deposit (the "Bank"), and the Bank's wholly owned subsidiaries, Fedcar, Inc. and
Carnegie  Federal  Funding  Corporation  ("CFFC").  Fedcar,  Inc.  is a  service
corporation  that is currently  inactive.  CFFC is a special purpose  subsidiary
that was formed for the issuance of collateralized mortgage obligations.

These  statements  have been prepared in accordance with  instructions  for Form
10-QSB.  Accordingly,  they do not include all of the  information and footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.   However,  such  information  presented  reflects  all  adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion of
the  Company's  management,  necessary  for a fair  statement of results for the
interim period. All significant intercompany transactions and balances have been
eliminated in consolidation.

The results of  operations  for the three months and six months ended  September
30, 1999 are not  necessarily  indicative  of the results to be expected for the
year  ending  March 31, 2000 or any other  period.  The  unaudited  consolidated
financial  statements and notes thereto  should be read in conjunction  with the
audited  financial  statements  and notes  thereto  for the year ended March 31,
1999.

NOTE 3 -  Reclassification of Prior Period's Statements
          ---------------------------------------------

Certain amounts reported in the prior period's consolidated financial statements
have been  reclassified to conform with the current period's  reporting  format.
The number of shares  and  related  earnings  per share  have been  restated  to
reflect the Company's reorganized  structure including a three-for-two  exchange
stock completed on October 29, 1998.

NOTE 4 -  Dividends on Common Stock
          -------------------------

On  September 9, 1999,  the Board of Directors of the Company  declared a $0.075
per share cash  dividend on the  Company's  outstanding  shares of common stock,
payable to  stockholders of record as of September 30, 1999.  Skibo  Bancshares,
M.H.C.  (the "M.H.C.") waived the receipt of dividends on its 1,897,500  shares.
The cash dividends on the remaining  outstanding shares were paid on October 15,
1999.  Any waiver of dividends by the M.H.C.  may result in an adjustment to the
ratio  pursuant to which shares of Company common stock are exchanged for shares
of a stock holding  company  should the M.H.C.  convert from the mutual to stock
form of  organization.  Such an adjustment would have the effect of diluting the
minority stockholders of the Company.  There can be no assurance that the Office
of Thrift  Supervision  ("OTS") will permit future dividend  waivers,  or of the
terms of such permitted waivers.

Skibo Financial  Corp.'s common stock is currently listed on the Nasdaq SmallCap
Market,  traded under the symbol of "SKBO" and listed in the Wall Street Journal
as "SkiboFn".

NOTE 5 -  Earnings Per Share (EPS)
          ------------------------

Basic EPS is computed by dividing net income  applicable  to common stock by the
weighted average number of common shares outstanding during the period,  without
considering any dilutive  items.  Diluted EPS is computed by dividing net income
applicable to common stock by the weighted  average  number of common shares and
common stock  equivalents for items that are dilutive,  net of shares assumed to
be  repurchased  using the treasury  stock method at the average share price for
the Company's common stock during the period.  Potentially dilutive common stock
equivalents  arise from the assumed  conversion of outstanding stock options and
unvested RSP shares.
                                       5
<PAGE>
The  computation  of basic and diluted  earnings per share is shown in the table
below:
<TABLE>
<CAPTION>
                                  Three Months Ended         Six Months Ended
                              ----------------------------- ----------------------------
                              September 30,   September 30, September 30, September 30,
                              -------------   -----------------------------------------
                                   1999           1998           1999           1998
                                   ----           ----           ----           ----
<S>                           <C>            <C>            <C>            <C>
Basic EPS computation:
 Numerator-Net Income          $  286,000     $  251,000     $  513,000     $  347,000
                               ==========     ==========     ==========     ==========
 Denominator-Wt Avg common
shares outstanding              3,354,208      3,362,294      3,351,462      3,359,783
Basic EPS                      $      .08     $      .07     $      .15     $      .10
                               ==========     ==========     ==========     ==========

Diluted EPS computation:
 Numerator-Net Income             286,000        251,000        513,000        347,000
                               ==========     ==========     ==========     ==========
 Denominator-Wt Avg
   common shares outstanding    3,354,208      3,362,294      3,351,462      3,359,783
 Dilutive Stock Options              --             --             --             --
 Dilutive Unvested RSP               --             --             --             --
                               ----------     ----------     ----------     ----------
 Weighted avg common shares
    and common stock
    equivalents                 3,354,208      3,362,294      3,351,462      3,359,783
Diluted EPS                    $      .08     $      .07     $      .15     $      .10
                               ==========     ==========     ==========     ==========
</TABLE>
For the three and six months ended September 30, 1999 and 1998, 30,946 and 0 RSP
shares and 155,246 and 77,619 Option  shares,  respectively,  were excluded from
the  diluted  EPS  computation  due  to  their  anti-dilutive   effect.   Shares
outstanding  for the three and six months ended  September  30, 1999 and 1998 do
not include ESOP shares that were  unallocated  in accordance  with Statement of
Position  ("SOP") 93-6,  "Employers'  Accounting for Employees  Stock  Ownership
Plans".  Unallocated  ESOP shares amounted to 55,110 and 81,570 at September 30,
1999 and 1998, respectively.


NOTE 6 -  Comprehensive Income
          --------------------

For the three months ended  September  30, 1999 and 1998,  the  Company's  total
comprehensive income was $286,000 and $251,000,  respectively,  and $513,000 and
$347,000,  respectively,  for the six months ended  September 30, 1999 and 1998.
Total  comprehensive  income is comprised of net income and other  comprehensive
income. For both three and six month periods,  there was no other  comprehensive
income.

NOTE 7 -  Recent Accounting, Regulatory and Other Matters
          -----------------------------------------------

In June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments  and  Hedging   Activities".   This  statement   requires  that  all
derivatives  be recognized as either assets or  liabilities in the balance sheet
and that those instruments be measured at fair value. The accounting for changes
in the fair value of a  derivative  (that is,  gains and losses)  depends on the
intended use of the  derivative  and  resulting  designation.  SFAS No. 133 also
permits certain  reclassification of securities among the available for sale and
held to maturity  classifications.  This statement was originally intended to be
effective for fiscal years beginning after June 15, 1999, with earlier  adoption
permitted.  However,  in June,  1999,  FASB issued SFAS No. 137 which delays the
effective  date of SFAS No. 133 for one year,  to fiscal years  beginning  after
June 15, 2000. The Company  anticipates,  based on current activities,  that the
adoption  of SFAS  No.  133 will not have a  material  effect  on its  financial
position or results of operations.

NOTE 8 - Income Taxes
         ------------

The Company joins with its wholly owned subsidiary,  First Carnegie Deposit,  in
filing a  consolidated  federal  income tax return and accounts for income taxes
using the asset and liability  method.  The objective of the asset and liability
method is to  establish  deferred  tax  assets  and  liabilities  for  temporary
differences  between  the  financial  reporting  and tax basis of the  Company's
assets and liabilities  based on enacted tax rates expected to be in effect when
such amounts are realized and settled.

                                       6
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


General

The Company's  results of operations  are primarily  dependent upon net interest
income,   which  is  the  difference  between  the  interest  income  earned  on
interest-earning  assets,  primarily  loans,   mortgage-backed  securities,  and
investments, and the interest expense on interest-bearing liabilities, primarily
deposits and borrowings.  Net interest income may be affected  significantly  by
general economic and competitive conditions and policies of regulatory agencies,
particularly  those  with  respect  to market  interest  rates.  The  results of
operations  are  also  significantly  influenced  by the  level  of  noninterest
expenses,  such as employee salaries and benefits,  noninterest  income, such as
loan-related  fees  and  fees on  deposit-related  services,  and the  Company's
provision for loan losses.

The  Management  Discussion  and Analysis  section of this Form 10-QSB  contains
certain  forward-looking  statements  (as  defined  in  the  Private  Securities
Litigation  Reform Act of 1995).  These  forward-looking  statements may involve
risks and  uncertainties.  Although  management  believes that the  expectations
reflected in such forward-looking statements are reasonable,  actual results may
differ from the results in these forward-looking statements.

Changes in Financial Condition

The Company's total assets of $154,662,000 at September 30, 1999, are reflective
of a decrease of $394,000 or 0.3% as compared to $155,056,000 at March 31, 1999.
The decrease in total assets was  primarily due to decreases in cash and amounts
due from depository institutions, interest bearing deposits with other financial
institutions, and loans receivable,  partially offset by increases in investment
and mortgage-backed securities.

The decrease in the  Company's  liabilities  was  primarily  due to decreases in
savings  deposits and bonds payable,  offset by an increase in Federal Home Loan
Bank ("FHLB")  advances.  Changes in the components of assets,  liabilities  and
equity are discussed herein.

Loans  Receivable,  net.  Net loans  receivable  at  September  30, 1999 totaled
$60,084,000,  a decrease of $5,225,000 or 8.0%,  as compared to  $65,309,000  at
March 31, 1999. The decrease was primarily due to principal  repayments totaling
$8.1 million,  offset by originations of $288,000 and purchases of $2.6 million.
The Company  purchased $1.8 million one -to  four-family  mortgages and $247,000
farm mortgages in its normal  lending area.  The Company also purchased  $84,000
farm mortgages and $442,000 Small  Business  Administration  (SBA) loans outside
its normal lending area, primarily in Pennsylvania.

Mortgage-backed  Securities.  Mortgage-backed  securities  were  $59,362,000  at
September  30,  1999,  an  increase  of  $4,997,000  or  9.2%,  as  compared  to
$54,365,000  at March 31,  1999.  The  increase  was due to  purchases  of $13.5
million, offset by principal repayments and maturities totaling $8.5 million.

Investment  Securities.  Investment  securities totaled $26,177,000 at September
30, 1999, an increase of $1,090,000 or 4.3%, as compared to $25,087,000 at March
31,  1999.  This was  primarily a result of  purchases  of $4.3  million of U.S.
Agency  securities,  offset by the proceeds from maturities,  calls and payments
totaling $3.2 million.

Cash  and  Cash  Equivalents.  Cash  and  cash  equivalents,  which  consist  of
interest-bearing  and  noninterest-bearing   deposits,   totaled  $1,026,000,  a
decrease  of  $1,473,000  or 58.9% from the prior  quarter.  This  decrease  was
primarily due to decreased  interest-bearing  deposits maintained at the Federal
Home Loan Bank  ("FHLB")and  non-interest  bearing  deposits  maintained  at the
Federal Reserve Bank of Cleveland.

Deposits. Total deposits, after interest credited, decreased by $559,000 or 0.7%
to  $76,358,000  at September 30, 1999, as compared to  $76,917,000 at March 31,
1999.  The decrease was primarily due to a decrease in Money Market and passbook
accounts.

FHLB Advances.  FHLB advances,  at September 30, 1999, totaled  $50,300,000,  an
increase of $1.0 million or 2.0%, as compared to  $49,300,000 at March 31, 1999.
The Company uses FHLB  advances as a supplement to deposits to fund its purchase
of loans and investments.

Stockholders' Equity.  Stockholders' equity totaled $25,595,000 at September 30,
1999, as compared to  $25,130,000 at March 31, 1999. The increase of $465,000 or
1.9% was primarily due to earnings for the six months ended  September 30, 1999.
The Company has received regulatory approval to purchase up to 10% of the shares
of common stock held by persons other than Skibo  Bancshares,  M.H.C. Any future
purchases will decrease stockholders' equity.


                                       7
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION



Results of Operations for the Three Months Ended September 30, 1999 and 1998

Net Income.  The Company  recorded  net income of $286,000  for the three months
ended  September  30, 1999,  as compared to net income of $251,000 for the three
months ended September 30, 1998. The $35,000 or 13.9% increase in net income for
the three  months  ended  September  30,  1999 was  primarily  the  result of an
increase in net interest  income and a decrease in provision  for income  taxes,
offset by increases in other  expenses.  Changes in the components of income and
expense are discussed herein.

Net Interest Income. Net interest income increased $89,000 or 9.4% for the three
months ended  September  30,  1999,  as compared to the three month period ended
September 30, 1998.  The increase was primarily due to a $10.7 million  increase
in the average  interest-earning  assets, offset by a 10 basis point decrease in
the  average  yield  earned  thereon.  The average  balance of  interest-bearing
liabilities  increased by $11.6 million or 10.2% with a 27 basis point  decrease
in the average rate paid thereon.

The interest rate spread,  which is the difference  between the yield on average
interest-earning  assets and the cost of average  interest-bearing  liabilities,
increased  to 2.05% for the three month  period  ended  September  30, 1999 from
1.88% for the three month period ended  September 30, 1998.  The increase in the
interest  rate spread was primarily the result of decreases in the interest paid
on the average balance of  certificates of deposits and FHLB advances.  Maturing
certificates of deposit renewed at lower rates of interest, and as FHLB advances
matured, they were replaced with advances at lower rates of interest.

Interest Income.  Interest income  increased  $148,000 or 6.3% to $2,516,000 for
the three month period ended  September 30, 1999, as compared to $2,368,000  for
the three month period ended September 30, 1998.

Interest on loans  receivable  decreased  $117,000 or 9.8% for the three  months
ended  September 30, 1999, as compared to the three month period ended September
30, 1998.  This decrease was primarily the result of a $6.1 million  decrease in
the average  balance of loans  receivable  and a 5 basis  point  decrease in the
average yield earned thereon.

Interest income on mortgage-backed  securities increased $66,000 or 7.9% for the
three months  ended  September  30, 1999,  as compared to the three months ended
September  30, 1998.  This  increase was  primarily the result of a $7.5 million
increase in the average balance of such  securities,  offset by a 42 basis point
decrease in the average yield earned thereon.

Interest income on investment  securities increased by $176,000 or 69.0% for the
three months  ended  September  30, 1999,  as compared to the three months ended
September 30, 1998. The increase in interest income on investment securities was
primarily due to a $10.6 million higher average balance of such securities.

Interest income on other  interest-earning  assets increased by $23,000 or 28.0%
for the three months ended  September  30, 1999, as compared to the three months
ended  September  30, 1998.  The increase was primarily due to a 290 basis point
increase in the average yield earned thereon,  offset by a $1.3 million decrease
in the average interest-earning assets at the FHLB.

The average yield on the average  balance of  interest-earning  assets was 6.76%
and  6.86%  for the three  month  periods  ended  September  30,  1999 and 1998,
respectively.

Interest Expense. Interest expense totaled $1,485,000 for the three months ended
September  30,  1999,  as  compared to  $1,426,000  for the three  months  ended
September 30, 1998.  The $59,000 or 4.1% increase was primarily due to increased
average  balances in NOW,  passbook,  certificate  of deposit  accounts and FHLB
advances,  offset by  decreases  in Money  Market  accounts,  escrows  and bonds
payable  and a 27 basis point  decrease  in the  average  rate paid on the total
average interest-bearing liabilities.

Interest expense on deposits  (including  escrows) decreased $55,000 or 6.3% for
the three months ended September 30, 1999, as compared to the three months ended
September 30, 1998.  The decrease was primarily due to a 32 basis point decrease
in the average rate paid thereon.

Interest on FHLB advances increased $135,000 or 26.9% for the three months ended
September  30, 1999,  as compared to the three months ended  September 30, 1998.
The  increase  was  primarily  due to a $12.5  million  increase  in the average
balance  of  advances,  offset  by a 27 basis  point  decrease  in the rate paid
thereon.  The Company uses FHLB advances as a funding source and has in the past
used borrowings to supplement  deposits,  which are the Company's primary source
of funds.

Interest on bonds payable and other  borrowings,  a less significant  portion of
interest expense, decreased by $21,000 or 39.6%, as the average principal amount
of other borrowings decreased by $1.4 million, primarily due to the repayment of
the bond in its entirety.

                                       8
<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION


Allowance for Loan Losses.  During the three month  periods ended  September 30,
1999 and 1998, the Company established  provisions for loan losses of $1,000 and
$12,000, respectively.  This reflected management's evaluation of the underlying
credit risk of the loan portfolio and the level of allowance for loan losses.

At September 30, 1999,  the allowance for loan losses  totaled  $577,000 or .95%
and  915.9% of total  loans and total  non-performing  loans,  respectively,  as
compared to $575,000 or .88% and 70.3%,  respectively,  at March 31,  1999.  The
Company's  non-performing loans (non-accrual loans and accruing loans 90 days or
more overdue)  totaled  $63,000 and $818,000 at September 30, 1999 and March 31,
1999 respectively, which represented 0.1% and 1.3% of the Company's total loans,
respectively.  The  non-performing  loans at March 31,  1999,  included two Farm
Service Agency (FSA) guaranteed loans in the amount of $618,000,  which have now
been paid off. The Company's ratio of  non-performing  loans to total assets was
 .04% and .53% at September 30, 1999 and March 31, 1999, respectively.

Other Income.  During the three months ended  September  30, 1999,  other income
decreased  $5,000 or 19.2%,  as compared to the three months ended September 30,
1998. Other income in the prior quarter included a final payment of $10,000 from
the sale of property in a real estate judgement.

Other  Expenses.  Total other expenses  increased by $99,000 or 18.9% during the
three months  ended  September  30, 1999,  as compared to the three months ended
September  30, 1998.  The increase was  primarily  attributable  to increases of
$83,000  or  22.0%  in  compensation  and  employee   benefits  expense  due  to
adjustments which reflect  fluctuations in the market price of the stock benefit
plans,  and $16,000 or 10.8% in other  expenses due  primarily to an increase in
legal expenses.

Income Tax Expense.  The provision for income tax totaled $141,000 for the three
months ended  September  30, 1999,  as compared to $180,000 for the three months
ended September 30, 1998. The $39,000 or 21.7% decrease was due to a lower level
of taxable income due to favorable permanent tax differences.

Results of Operations for the Six Months Ended September 30, 1999 and 1998

Net Income. The Company recorded net income of $513,000 for the six months ended
September  30,  1999,  as compared to net income of $347,000  for the six months
ended  September 30, 1998.  The $166,000 or 47.8% increase in net income for the
six months ended September 30, 1999 was primarily the result of increases in net
interest  income and decreases in other  expenses and provision for loan losses,
offset by an increase in provision for income taxes.  Changes in the  components
of income and expense are discussed herein.

Net Interest Income.  Net interest income increased $133,000 or 7.0% for the six
months  ended  September  30,  1999,  as compared to the six month  period ended
September 30, 1998. The increase was primarily due to a $8.3 million increase in
the average  interest-earning assets, offset by a 17 basis point decrease in the
average  yield  earned  thereon.   The  average   balance  of   interest-bearing
liabilities  increased by $9.0 million,  offset by a 32 basis point  decrease in
the average rate paid thereon.

The  interest  rate spread  increased  to 2.03% for the six month  period  ended
September 30, 1999 from 1.88% for the six month period ended September 30, 1998.
The increase in the interest  rate spread was  primarily the result of decreases
in the average  interest paid on the average balance of certificates of deposits
and FHLB advances.  Maturing  certificates  of deposit renewed at lower rates of
interest,  and as FHLB  advances  matured,  they were  replaced with advances at
lower rates of interest.

Interest Income.  Interest income  increased  $157,000 or 3.2% to $5,002,000 for
the six month period ended September 30, 1999, as compared to $4,845,000 for the
six month period ended September 30, 1998.

Interest on loans receivable decreased $205,000 or 8.4% for the six months ended
September  30, 1999,  as compared to the six month period  ended  September  30,
1998.  This decrease was primarily the result of a $6.5 million  decrease in the
average balance of loans  receivable , offset by a 9 basis point increase earned
thereon.

Interest income on mortgage-backed  securities increased $10,000 or 0.6% for the
six months  ended  September  30,  1999,  as  compared  to the six months  ended
September  30, 1998.  This  increase was  primarily the result of a $4.3 million
increase in the average balance of such  securities,  offset by a 48 basis point
decrease in the average yield earned thereon.

                                       9
<PAGE>

Interest income on investment  securities increased by $318,000 or 61.5% for the
six months  ended  September  30,  1999,  as  compared  to the six months  ended
September 30, 1998. The increase in interest income on investment securities was
primarily  due to a  $10.0  million  increase  in the  average  balance  of such
securities, offset by a decrease in the average yield of 18 basis points.

Interest income on other  interest-earning  assets increased by $34,000 or 20.1%
for the six months ended September 30, 1999, as compared to the six months ended
September 30, 1998.  The increase was  primarily due a $470,000  increase in the
average interest-earning deposits at other financial institutions and a 62 basis
point increase in the average yield earned thereon.


                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION


The average yield on the average  balance of  interest-earning  assets was 6.71%
and  6.88%  for the six  month  periods  ended  September  30,  1999  and  1998,
respectively.

Interest Expense.  Interest expense totaled  $2,958,000 for the six months ended
September 30, 1999, as compared to $2,934,000 for the six months ended September
30, 1998.  The $24,000 or 0.8% increase was  primarily due to increased  average
balances in NOW,  passbook,  certificate of deposit  accounts and FHLB advances,
offset by  decreased  average  balances of bonds  payable and other  borrowings,
Money Market  accounts and escrows and a 32 basis point  decrease in the average
rate paid on the total average interest-bearing liabilities.

Interest expense on deposits  (including escrows) decreased $118,000 or 6.7% for
the six months ended  September  30,  1999,  as compared to the six months ended
September 30, 1998.  The decrease was primarily due to a 33 basis point decrease
in the average rate paid thereon.

Interest on FHLB advances  increased  $185,000 or 17.2% for the six months ended
September 30, 1999, as compared to the six months ended  September 30, 1998. The
increase was primarily due to a $9.8 million  increase in the average balance of
advances,  offset  by a 33 basis  point  decrease  in the  average  rate paid on
advances.

Interest on bonds payable and other  borrowings,  a less significant  portion of
interest expense, decreased by $43,000 or 40.6%, as the average principal amount
of other  borrowings  decreased by $1.2 million , primarily due to the repayment
of the bond in its entirety.

Provision for Loan Losses. During the six month periods ended September 30, 1999
and 1998,  the  Company  established  provisions  for loan  losses of $2,000 and
$15,000, respectively.  This reflected management's evaluation of the underlying
credit risk of the loan portfolio and the level of allowance for loan losses.

Other  Income.  During the six months ended  September  30,  1999,  other income
increased  $2,000 or 4.3%,  as compared to the six months  ended  September  30,
1998.

Other Expenses. Total other expenses decreased by $93,000 or 6.9% during the six
months ended  September 30, 1999, as compared to the six months ended  September
30, 1998.  The decrease was  primarily  attributable  to an $83,000  decrease in
compensation  and employees  benefit expense and $10,000 in other expenses.  The
decrease in compensation  and employees  benefit expense was due to decreases of
$85,000 in RSP  expense  due to the  implementation  of a  stockholder  approved
restricted  stock plan (RSP) in the prior  period,  $43,000 in ESOP  expense and
$2,000 in employee benefits expense primarily due to a change in hospitalization
coverage, offset by an increase of $47,000 in Supplemental Employee Pension Plan
(SERP) and Director's Retirement Plan (DRP) costs.

Income Tax Expense.  The provision  for income tax totaled  $315,000 for the six
months  ended  September  30,  1999,  as compared to $240,000 for the six months
ended  September  30, 1998.  The $75,000 or 31.3%  increase was due to increased
taxable income.

Liquidity and Capital Requirements

The Company's  subsidiary  bank, First Carnegie  Deposit,  is subject to various
requirements  administered by the federal banking agencies. The Bank is required
by Section 6 of the Home Owners'  Loan Act ("HOLA") to hold a prescribed  amount
of  statutorily  defined  liquid  assets.  The  Director  of  the  OTS  may,  by
regulation,  vary the  amount  of the  liquidity  requirement,  but only  within
pre-established  statutory  limits.  The  requirement  must be no less than four
percent and no greater than ten percent of the Bank's net withdrawable  accounts
and  borrowings  payable on demand or with  unexpired  maturities of one year or
less.  The  minimum  required  liquidity  is  currently  4%. The Bank's  average
liquidity  ratio was 137.45% and 129.98%,  at  September  30, 1999 and March 31,
1999, respectively.

                                       10
<PAGE>
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION


The Bank is subject to federal  regulations  that impose certain minimum capital
requirements. Quantitative measures, established by regulation to ensure capital
adequacy,  require the Bank to maintain  amounts and ratios of tangible and core
capital  to  adjusted  total  assets  and  of  total   risk-basked   capital  to
risk-weighted assets. On September 30, 1999, the Bank was in compliance with its
three regulatory capital requirements as follows:

                                                      Amount     Percent
                                                      ------     -------
                                                    (Dollars in thousands)

Tangible capital                                     $24,574      15.93%
Tangible capital requirement                           2,314       1.50%
                                                       -----       ----
Excess over requirement                              $22,260      14.43%
                                                      ======      =====

Core capital                                         $24,574      15.93%
Core capital requirement                               4,628       3.00%
                                                       -----       ----
Excess over requirement                              $19,946      12.93%
                                                      ======      =====

Risk based capital                                   $25,151      52.80%
Risk based capital requirement                         3,811       8.00%
                                                       -----       ----
Excess over requirement                              $21,340      44.80%
                                                      ======      =====

Management  believes that under current  regulations,  the Bank will continue to
meet its minimum capital  requirements in the foreseeable future.  Events beyond
the control of the Bank,  such as increased  interest rates or a downturn in the
economy  in areas in which  the Bank  operates  could  adversely  affect  future
earnings  and as a result,  the  ability of the Bank to meet its future  minimum
capital requirements.

At September 30 1999,  under OTS  regulations,  the Bank would be categorized as
"well capitalized" under the regulatory  framework for prompt corrective action.
To be categorized  as well  capitalized,  the Bank must maintain  minimum Tier I
(leverage),  Tier I risk-basked,  and total  risk-based  capital ratios of 5.0%,
6.0%,  and 10.0%,  respectively.  At  September  30,  1999,  the  Bank's  Tier 1
(leverage),  Tier I risk-based,  and total risk-based capital ratios amounted to
15.93%,  51.58%,  and 52.80%,  respectively.  There are no  conditions or events
since  that  notification  that  management  believes  have  changed  the Bank's
category.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative  and  qualitative  disclosures  about market risk are  presented at
March  31,  1999  in the  Company's  1999  Annual  Report.  See  "Market  Risk &
Asset/Liability  Management".  Management  believes  there have been no material
changes in the Company's market risk since March 31, 1999.

Year 2000 Compliance Issues

Rapid and accurate data  processing  is essential to the  Company's  operations.
Many  computer  programs that can only  distinguish  the final two digits of the
year entered (a common programming practice in prior years) are expected to read
entries  for the Y2K as the year  1900 or as zero  and  incorrectly  attempt  to
compute payment, interest, delinquency and other data.

The following  discussion of the implications of the Y2K problem for the Company
contains  numerous  forward  looking  statements  based on inherently  uncertain
information.  The cost of the project is based on  management's  best estimates,
which are derived  utilizing a number of assumptions of future events  including
the  continued  availability  of internal  and external  resources,  third party
modifications and other factors.  However,  there can be no guarantee that these
statements will be achieved and actual results could differ. Moreover,  although
management  believes  it will be able to make  the  necessary  modifications  in
advance,  there can be no guarantee that failure to modify the systems would not
have a material adverse effect on the Company.

The Company utilizes an in-house computer system, with all software applications
being  developed and modified  internally.  The Company first  acknowledged  and
addressed  the  potential  problem  associated  with the Y2K early in 1990.  The
Company  completed  renovation of its in-house data  processing  system prior to
testing in October  1992.  The Company has also  received  vendor  certification
confirming  Y2K  compliance  for its hardware  and  operating  system.  With the
exception  of  on-going  testing  and  additional  remediation  and  contingency
planning,  management

                                       11
<PAGE>

believes nothing more is required with regard to its in-house system. Management
believes that  remaining  efforts  towards Y2K compliance  will require  minimal
expense  and,  therefore,  will  not have a  material  impact  on the  Company's
financial condition or results of operations.


                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION


The Company  formed a committee to  implement an action plan  designed to ensure
that the  Company's  computer  systems,  software  applications  and other  date
reliant  equipment would function properly after December 31, 1999. This process
involved  identifying all equipment,  software and third party providers  deemed
critical to the Company's daily operations,  and ascertained that these products
and product  providers are Y2K  compliant.  The Company  places a high degree of
reliance on computer systems of third parties, such as customers, suppliers, and
other financial and governmental institutions. Although the Company has assessed
the readiness of these third parties and prepared  contingency  plans, there can
be no guarantee  that the failure of these third parties to modify their systems
in advance of December 31, 1999 would not have a material  adverse affect on the
Company.  Testing  was  performed  in the  second  quarter  of  fiscal  1999 and
additional  testing will be performed in the third  quarter of fiscal 1999.  The
Company has completed  testing with the Federal  Reserve Bank of Cleveland.  The
Federal  Reserve  Bank of  Cleveland  has been  deemed  mission  critical by the
Company in its daily operations.

The Company has contacted all material vendors and suppliers regarding their Y2K
readiness.  Each of these third parties has delivered  written  assurance to the
Company  that Y2K will not be an issue or that the issue will be  satisfactorily
resolved  prior to the end of 1999.  The Company has contacted  all  significant
customers  and  non-information  technology  suppliers  (i.e.  utility  systems,
telephone  systems,  etc.) regarding their Y2K state of readiness.  Such parties
have  indicated  that they  have  established  Y2K plans and are in their  final
stages of  remediation  and testing.  We are unable to test the Y2K readiness of
our significant suppliers of utilities. We are relying on the utility companies'
internal testing and representations to provide the required services that drive
our data systems.  The Company is  determining  what recourse it would have from
such parties if they do not resolve the Y2K issues. Any prolonged  disruption in
utility  service  could  disrupt  the  ability of the  Company  to  service  its
customers on a timely basis.

Approximately  82.7% of the  Company's  loans  are  serviced  by banks  and bank
subsidiaries,  mortgage corporations and loan servicing companies.  The majority
of the loan servicing is provided by five major servicing companies. The Company
cannot contact these customers directly;  however, it has contacted the agencies
servicing  these loans.  Approximately  64.5% of loans the Company  services are
residential mortgage loans and consumer loans. The Company did not contact these
customers because it was deemed to be beyond the scope of the testing parameters
in that the  collateral  for these loans would not be affected.  The Company has
contacted  by phone  its  material  commercial  mortgage  customers.  Commercial
mortgage and non-mortgage  customers represent  approximately 35.5% of the loans
serviced by the Company.

 Furthermore,  the Company is continually reviewing  alternative  procedures and
contingency  plans for all mission  critical  systems in the  unlikely  event of
their  failure at the turn of the century.  The Company is  currently  verifying
contingency  plans that address the Year 2000 issues of the Company  which could
negatively  affect the Company or  necessitate  transacting  business  manually.
Among other things,  failure of utility companies to provide necessary  service,
failure of the primary  software and other third party providers is addressed in
the plan. The Company will attempt to monitor these  uncertainties by continuing
to request updates on all critical  providers  throughout the remainder of 1999.
If the Company identifies any concern related to any critical  application,  the
contingency plans will be implemented immediately to assure continued service to
the Company's customers.

Successful  and timely  completion  of the Y2K project is based on  management's
best estimates  derived from various  assumptions  of future  events,  which are
inherently  uncertain,  including the progress and results of the testing plans,
and all vendors,  suppliers and customer  readiness.  The most likely worst case
scenario is that some areas where the Company has branch  offices  located  will
experience  blackouts  if  utility  service  companies  are  unable  to  provide
necessary  service  to drive our data  systems or  provide  sufficient  sanitary
conditions  to our  offices.  In the event that this would  happen,  the Company
would be unable to open the affected  branches,  and customers would be directed
to other branch locations and business would be transacted manually.

The Company concluded that despite the best efforts of management to address its
financial exposure to Y2K issues, the vast number of external entities that have
direct and indirect business  relationships  with the Company make it impossible
to assure that a failure to achieve  compliance by one or more of these entities
would not have a material adverse impact on the operations of the Company.

                                       12

<PAGE>

                          PART II - OTHER INFORMATION


Item 1.Legal Proceedings.
       ------------------

    The Company was not engaged in any legal  proceeding of a material nature at
    September  30,  1999.  From time to time,  the Company is a party to routine
    legal  proceedings  in the ordinary  course of  business,  such as claims to
    enforce liens,  condemnation  proceedings on properties in which the Company
    holds security  interest,  claims involving the making and servicing of real
    property  loans,  and other issues  incident to the business of the Company.
    There were no  lawsuits  pending  or known to be  contemplated  against  the
    Company at  September  30,  1999 that  would  have a material  effect on the
    operations or income of the Company.


Item 2.Changes in Securities.
       ----------------------

    Not applicable.


Item 3.Defaults Upon Senior Securities
       -------------------------------

    Not applicable.


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

    Not applicable.


Item 5.Other Information.
       ------------------

    Not applicable.


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

     a)   Not applicable


     b)   On September 23, 1999,  the Company filed a current report on Form 8-K
          announcing the adoption of a stock repurchase plan whereby the Company
          will  purchase up to 10% of the shares of common stock held by persons
          other than Skibo Bancshares, M.H.C.


<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of Sections 13 or 15(d) 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.


                                        SKIBO FINANCIAL CORP.


Date: November 5, 1999              By: /s/ Walter G. Kelly
                                        ----------------------------------------
                                        Walter G. Kelly
                                        President and Chief Executive Officer
                                        (Duly Authorized Representative)

          Pursuant to the  requirement of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                                    <C>
/s/ Walter G. Kelly                     /s/ Carol A. Gilbert
-------------------------------------   ---------------------------------------------------
Walter G. Kelly                         Carol A. Gilbert
President and Chief Executive Officer   Chief Financial and Operating Officer and Treasurer
(Duly Authorized Representative)        (Principal Financial and Accounting Officer)

Date: November 5, 1999                  Date: November 5, 1999

</TABLE>


                                       14