SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, D.C. 20549

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

                                        FORM 10-QSB
                                          AMENDED

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


                       For the quarterly period ended June 30, 1999
                              Commission File No. 333-71773

                               HORIZON BANCORPORATION, INC.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                   Florida                       65-0840565
          ------------------------   -----------------------------------
          (State of Incorporation)  (I.R.S. Employer Identification No.)

                 3005-26th Street West, Bradenton, Florida 34205
                 -----------------------------------------------
                      (Address of Principal Executive Offices)

                                  (941) 753-2265
               ------------------------------------------------
               (Issuer's Telephone Number, Including Area Code)

                                    Not Applicable
            -------------------------------------------------------
            (Former Name, Former Address and Former Fiscal Year, if
             Changed Since Last Report)

     Check  whether the issuer (1) 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 issuer 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:  Indicate the  number
of  shares outstanding of each of the issuer's classes of  common
equity as of the latest practicable date.

     Common stock, par value $.01 per share, 21,600 shares issued
and outstanding as of June 30, 1999.

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


                                     PART I
                             FINANCIAL INFORMATION

Item 1:   Financial Statements.
------------------------------

                          Horizon Bancorporation, Inc.
                        (A Development Stage Enterprise)
                           Balance Sheets (Unaudited)


ASSETS
------
                                        June 30,     December 31,
                                         1999           1998
                                         ----           ----
Cash                                  $   41,929      $  28,799
Subscriptions receivable                  21,000         21,000
Deferred registration costs (Note 2)     105,866         60,878
Property and equipment, net               87,443          4,293
Other assets                              11,179         12,102
                                       ---------       --------
 Total Assets                         $  267,417      $ 127,072
                                       =========       ========



LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Liabilities:
Interest payable                      $    2,127      $     601
Salaries payable                          12,000           - -
                                       ---------       --------
Notes payable (Note 5)                   366,350        109,000
 Total Liabilities                    $  380,477      $ 109,601
                                       ---------       --------


Commitments and contingencies (Note 4)


Stockholders' Equity (Note 1):
Common stock, $.01 par value,
 25,000,000 shares authorized,
 21,600 shares issued and outstanding $      216      $     216
Common stock subscribed                       42             42
Paid-in-capital                          128,742        128,742
(Deficit) accumulated during
 the development stage                  (242,060)      (111,529)
                                       ---------       --------
 Total Stockholders' Equity             (113,060)        17,471
                                       ---------       --------
 Total Liabilities and
  Stockholders' Equity                $  267,417      $ 127,072
                                       =========       ========

 Refer to notes to the financial statements.


                             Horizon Bancorporation, Inc.
                          (A Development Stage Enterprise)
                          Statements of Income (Unaudited)


                                           For the three months
                                              ended June 30,
                                           --------------------
                                           1999            1998
                                           ----            ----
Revenues:
 Interest income                          $  22,064      $  169
                                           --------       -----
   Total revenues                            22,064         169
                                           --------       -----
Expenses:
  Employee leasing                        $  69,424      $ - -
  Organizational expenses                       149        - -
  Insurance expense                           2,797        - -
  Interest expense                            8,665        - -
  Rent expense                                3,579        - -
  Advertising & promotional                    - -         - -
  Miscellaneous other expenses                7,462          49
                                           --------       -----
   Total expenses                         $  92,076          49
                                           --------       -----
Net (loss)                                $ (70,012)     $  120
                                           ========       =====

Basic (loss) per share (Note 2)           $   (3.24)     $ - -
                                           ========       =====

 Refer to notes to the financial statements.


                            Horizon Bancorporation, Inc.
                          (A Development Stage Enterprise)
                          Statements of Income (Unaudited)


                                            For the six months
                                              ended June 30,
                                           --------------------
                                           1999            1998
                                           ----            ----

Revenues:
 Interest income                          $  33,569      $  169
                                           --------       -----
   Total revenues                            33,569         169
                                           --------       -----

Expenses:
  Employee leasing                        $ 100,683      $ - -
  Organizational expenses                    25,410        - -
  Insurance expense                           4,975        - -
  Interest expense                           11,219        - -
  Rent expense                                5,869        - -
  Advertising & promotional                     812        - -
  Miscellaneous other expenses               15,132          49
                                           --------       -----
   Total expenses                         $ 164,100          49
                                           --------       -----
Net (loss)                                $(130,531)     $  120
                                           --------       -----

Basic (loss) per share (Note 2)           $   (6.04)     $ - -
                                           ========       =====

 Refer to notes to the financial statements.


                               Horizon Bancorporation, Inc.
                             (A Development Stage Enterprise)
                           Statements of Cash Flows (Unaudited)


                                                 For the six months
                                                    ended June 30,
                                                 --------------------
                                                 1999            1998
                                                 ----            ----
Cash flows from pre-operating
 activities of the development stage:
  Net (loss)                                   $(130,531)     $    120
  Adjustments to reconcile net (loss) to
   net cash used by pre-operating activities
   of the development stage:
    (Increase) in deferred registration costs    (44,988)         - -
    Increase in accounts payable                  13,526          - -
    Decrease in other assets                         923        (5,610)
                                                --------       -------
Net cash used by pre-operating
 activities of the development stage           $(161,070)     $ (5,490)
                                                --------       -------
Cash flows from investing activities:
 Purchase of fixed assets                      $ (83,150)     $   - -
                                                --------       -------
Net cash used in investing activities          $ (83,150)     $   - -
                                                --------       -------

Cash flows from financing activities:
 Increase in borrowings                        $ 257,350      $ 72,000
                                                --------       -------
Net cash provided from financing activities    $ 257,350      $ 72,000
                                                --------       -------

Net increase in cash                           $  13,130      $ 66,510
Cash at beginning of period                       28,799          - -
                                                --------       -------
Cash at end of period                          $  41,929      $ 66,510
                                                ========       =======

Supplemental disclosures of cash flow information:
 Cash paid for:
  Interest                                     $   9,693      $   - -
                                                ========       =======
  Income taxes                                 $    - -       $   - -
                                                ========       =======

 Refer to notes to the financial statements.


                    HORIZON BANCORPORATION, INC.
                  (A Development Stage Enterprise)
             Notes to Financial Statements (Unaudited)
                           June 30, 1999

Note 1 - Summary of Organization

      Manasota Group, Inc. ("Manasota") was incorporated  on  May
27, 1998, for the purpose of becoming a bank holding company with
respect to a proposed de novo bank, Horizon Bank (the "Bank")  to
be  located  in  Bradenton, Florida.  Manasota was later  renamed
Horizon Bancorporation, Inc., Bradenton, Florida (the "Company").
Accordingly, all financial transaction undertaken by Manasota are
reflected  in the Company's financial statements as of  June  30,
1999 and December 31, 1998.  An application for prior approval to
charter  a bank was filed with the Division of Banking, State  of
Florida ("DBF").  An application for deposit insurance was  filed
with  the  Federal Deposit Insurance Corporation ("FDIC").   Once
the   application  with  the  DBF  is  approved,  two  additional
applications,  both with the Federal Reserve Board ("FRB"),  will
be  filed; the first for Bank membership and the second for prior
approval  to become a bank holding company.  When all  regulatory
applications  are  approved  and  the  minimum  stock   sale   is
successfully completed, the Company will acquire 100  percent  of
the  voting  stock  of the Bank by injecting a  minimum  of  $5.0
million into the Bank's capital accounts.

     The Company is authorized to issue up to 25.0 million shares
of  its  $.01  par value per share common stock.  Each  share  is
entitled  to  one  vote and shareholders have  no  preemptive  or
conversion  rights.  As of June 30, 1999 and December  31,  1998,
there were 21,600 shares of the Company's common stock issued and
outstanding  and  an  additional  4,200  shares  subscribed  for.
Additionally, the Company has authorized the issuance  of  up  to
1.0  million  shares  of its $.01 par value per  share  preferred
stock.   The  Company's Board of Directors may,  without  further
action  by  the  shareholders, direct the issuance  of  preferred
stock  for any proper corporate purpose with preferences,  voting
powers,  conversion rights, qualifications, special  or  relative
rights  and  privileges which could adversely affect  the  voting
power  or  other rights of shareholders of common stock.   As  of
June 30, 1999, and December 31, 1998, there were no shares of the
Company's preferred stock issued or outstanding.

      The  Company's Articles of Incorporation and Bylaws contain
certain  provisions  that  might  be  deemed  to  have  potential
defensive  "anti  takeover"  effect.   These  certain  provisions
include:  (i)   The  Board of Directors  is  divided  into  three
classes with members of each class serving three-year terms  with
the  election of each class in successive years; (ii)  membership
on  the  Board of Directors may range from six to twenty  members
and  may  increase  or decrease only by a majority  vote  of  the
directors  then  in office; (iii) Board vacancies,  including  an
increase  in  the  number of directors, can  be  filled  for  the
remainder  of the unexpired term only by a majority vote  of  the
Directors  then in office; (iv) directors may be  removed  if  at
least  two-thirds  of the directors then in  office  approve  the
removal  as  well  as by a majority vote of the Company's  voting
stock;  (v)  special meeting of shareholders may be called  by  a
majority  vote of the directors then in office or by the  holders
of  at  least 25% of the outstanding voting stock of the Company;
(vi)  shareholders shall not be entitled to take  any  action  by
written  consent in lieu of taking such action at  an  annual  or
special meeting of shareholders; (vii) certain transactions, such
as  mergers or consolidations, may be approved by the vote of  at
least two-thirds of the directors then in office as well as by  a
majority vote of the Company's voting stock; (viii) amendments to
the Company's Articles of Incorporation can be approved by a vote
of at least two-thirds of the directors then in office as well as
by a majority vote of the Company's voting stock; (ix) amendments
to the Company's Bylaws can be approved by the Board of Directors
or  by the shareholders at a duly constituted meeting, where such
action  by the Board of Directors requires the vote of two-thirds
of  the  directors  then  in office or the  affirmative  vote  of
holders of at least two-thirds of the outstanding voting stock of
the Company; and (x) the issuance of preferred stock described in
the previous paragraph, which may also be deemed to have an "anti-
takeover" effect.

     The Company filed a Registration Statement on Form SB-1 with
the  Securities and Exchange Commission offering for sale  (i)  a
minimum  of  243,638 units, each consisting of one share  of  the
Company's  $.01  par  value  common stock  plus  one  warrant  to
purchase  up to one additional share of common stock and  (ii)  a
minimum of 780,000 and a maximum of 1,116,362 shares of its  $.01
par  value  common  stock  (the  "Offering").   The  Registration
Statement became effective February 9, 1999.  The sales price for
each  unit  and  for each share of common stock  is  $5.50.   All
subscription  proceeds  are  held by  an  Escrow  Agent,  pending
acceptance  of subscriptions and completion of the Offering.   If
the  sale  of the minimum (1,023,638) units and shares of  common
stock  is  not accomplished by the expiration date, as  extended,
all  subscriptions  will be canceled and all  proceeds  returned,
without interest, to the subscribers.  If the sale of the minimum
(1,023,638) units and shares of common stock is accomplished  and
all  regulatory  approvals obtained, the Company will  capitalize
the  Bank  with  at  least  $5.0  million  immediately  prior  to
commencement  of  banking  operations.   As  of  June  30,  1999,
proceeds  from the subscription of 663,706 shares were  collected
and held by the escrow agent.

     Certain organizers of the Company will receive a warrant, or
a  portion  thereof, for each share of common stock purchased  by
that  organizer.   The  number  of  warrants  received  will   be
determined  by  both  the  number of  shares  purchased  by  that
organizer and the number of shares sold in the Offering.  If  the
minimum   offering   is   sold,  the  organizers   will   receive
approximately  .75 warrants for each share purchased,  increasing
ratably  up to a maximum of one warrant per each share  purchased
if  the  maximum  offering is sold.  Each  warrant  entitles  its
holder  to  purchase one share of the Company's common stock  for
$5.50 for a period of ten years from the date the Bank opens  for
business.   The warrants will vest over a period of three  years,
at one-third per year and beginning on the first anniversary from
commencement of banking operations.  In addition to  the  passage
of  time,  the  vesting of warrants requires  each  organizer  to
attend  a  minimum of 75% of the Board of Directors meetings  for
each year during the vesting period.  All warrants, however, will
become vested upon the change of control of the Bank or the  sale
by  the  Bank  of  all or substantially all of its  assets.   All
warrants  are  subject  to  approval by  the  banking  regulatory
agencies.

      The Company is a development stage enterprise as defined by
the  Financial  Accounting  Standards  Board  Statement  No.   7,
"Accounting  and Reporting by Development Stage Enterprises,"  as
it  devotes substantially all its efforts to establishing  a  new
business, its planned principal operations have not commenced and
there  has been no significant revenue from the planned principal
operations.

      The accompanying financial statements have been prepared in
accordance  with  generally  accepted accounting  principles  for
interim  financial information and with the instructions to  Form
10-QSB.  Accordingly, they do not include all the information and
footnotes  required  by generally accepted accounting  principles
for complete financial statements.  In the opinion of management,
all   adjustments  (consisting  of  normal  recurring   accruals)
considered   necessary   for  a  fair  presentation   have   been
included.   Operating results for the three-month  and  six-month
periods ended June 30, 1999 are not necessarily indicative of the
results  that  may be expected for the year ending  December  31,
1999.   These statements should be read in conjunction  with  the
financial  statements and footnotes thereto for  the  year  ended
December 31, 1998.


Note 2 - Summary of Significant Accounting Policies

      Basis of Accounting.  The accounting and reporting policies
of   the   Company  conform  to  generally  accepted   accounting
principles and to general practices in the banking industry.  The
Company  uses  the  accrual  basis of accounting  by  recognizing
revenues  when  they  are  earned  and  expenses  in  the  period
incurred,  without regard to the time of receipt  or  payment  of
cash.   The  Company  has  adopted a fiscal  year  that  ends  on
December 31, effective for the period ended December 31, 1998.

      Organizational  Expenses.  Organizational costs  are  costs
that  have  been  incurred  in  the expectation  that  they  will
generate  future revenues or otherwise benefit periods after  the
Company  reaches  the  operating  stage.   Organizational   costs
generally  include  incorporation,  legal  and  accounting   fees
incurred  in  connection  with  establishing  the  Company.    In
accordance    with   recent   accounting   pronouncements,    all
organizational expenses were expensed when incurred.

      Deferred  Registration Costs.  Deferred registration  costs
are  deferred  and incremental costs incurred by the  Company  in
connection  with  the  issuance  of  its  own  stock.    Deferred
registration  costs  do not include any allocation  of  salaries,
overhead  or  similar costs.  In a successful offering,  deferred
registration  costs  are  deducted from  the  Company's  paid-in-
capital   account.    Registration  costs  associated   with   an
unsuccessful  offering are charged to operations  in  the  period
during which the offering is deemed unsuccessful.

      Income  Taxes.   The  Company will be subject  to  taxation
whenever  taxable income is generated.  As of June 30,  1999  and
December  31,  1998, no income taxes had been  accrued  since  no
taxable income had been generated.

      Basic  Income  (Loss) Per Share.  Basic income  (loss)  per
share  is  based  on 21,600 shares outstanding, and  amounted  to
$(6.04)  for  the six-month periods ended June 30,  1999.   Since
there  were no shares outstanding at June 30, 1998, earnings  per
share  information is not applicable.  Note that the above result
is  not  indicative of future performance since planned principal
operations have not commenced.

      Statement of Cash Flows.  The statement of cash  flows  was
prepared using the indirect method.  Under this method, net  loss
was reconciled to net cash flows from pre-operating activities by
adjusting  for  the  effects of current  assets  and  short  term
liabilities.


Note 3 - Commitments and Contingencies

       In   connection  with  the  Company's  formation  and  the
organization of its subsidiary Bank, the Company has entered into
three separate agreements with a bank consulting firm, a law firm
and  an accounting firm to assist it in: (i) preparing and filing
all  organizational and incorporation papers; (ii) preparing  and
filing   applications   with  the  bank  regulatory   authorities
concerning  the  formation  of a bank  holding  company  and  the
organization  of  a  State  chartered  bank;  (iii)  preparing  a
Registration  Statement  on Form SB-1,  including  the  financial
audit   and   filing  same  with  the  Securities  and   Exchange
Commission;  and  (iv) drafting of employment  agreements,  stock
option  plans  and  other matters relating to compensation.   The
aggregate  cost of the above services is estimated to approximate
$118,000 and may vary depending upon the degree of complexity and
time spent on the above projects.

      On June 8, 1998, the Company entered into an agreement (the
"Consulting Agreement") with one of its organizers who will serve
as  the  Company's and the Bank's President and  Chief  Executive
Officer  (the "CEO").  The Consulting Agreement, which  commenced
June  15, 1998, is for a term of the earlier of (i) twelve months
or (ii) the date the Bank is no longer in the organization period
and  has  opened for business.  Under the terms of the Consulting
Agreement,  the  CEO,  for his services and efforts  relating  to
organizational matters of the Bank and the Company, is to be paid
$5,000  monthly  until the Bank application  is  filed  with  the
regulators,  $6,000 monthly until the minimum  number  shares  of
stock  is sold in the Offering and $8,000 monthly until the  Bank
is opened.  The Consulting Agreement provides for other customary
benefits,  such as health, life and disability insurance.   Also,
upon  the  Bank's opening for business, the CEO  will  receive  a
$16,000  bonus.   The  CEO is currently  being  paid  through  an
employee leasing arrangement funded by the Company.

      On  October 28, 1998, the Company and the above CEO entered
into  an employment agreement (the "Employment Agreement")  which
will  become  effective when the Consulting Agreement terminates.
However,  if  the  Consulting Agreement  is  extended,  then  the
Employment  Agreement is effective at the earlier of commencement
of  banking  operations  or December 31,  1999.   The  Employment
Agreement provides for an annual salary of $96,000 plus an annual
percentage  increase identical to the increase  in  the  Consumer
Price  Index.   In  addition, the CEO may receive  a  performance
bonus  ranging  from  10% to 50% of his  annual  base  salary  if
certain  performance objectives are met.  The CEO would  also  be
entitled  to  other customary benefits such as  annual  vacation,
medical  and life insurance, etc.  The Employment Agreement  also
provides  for  the granting of stock options to  purchase  shares
equal  to  3%  of  the total shares sold in  the  Offering.   The
options  would  vest  ratably over a five-year  period,  with  an
exercise price of $5.50 and an expiration date of ten years  from
the date of issue.

      The  organizers  as  a  group capitalized  the  Company  by
acquiring  21,600  shares of the Company's common  stock  for  an
aggregate  amount of $108,000.  Additionally, several  organizers
subscribed for an additional 4,200 shares for an aggregate  price
of  $21,000.  The organizers paid these funds subsequent  to  the
date  of these financial statements but prior to the issuance  of
this report.  All shares purchased (21,600) or subscribed (4,200)
by  the organizers will be redeemed and $129,000 will be returned
to the organizers once the minimum Offering is satisfied.

     On September 30, 1998, the Company entered into an agreement
to  purchase a 1.05 acre parcel for $407,500.  The land  will  be
used as the site for the proposed Bank's main office.  An earnest
money deposit in the amount of $10,000 has been deposited with an
escrow  agent  and  is  reflected under  "other  assets"  in  the
Company's  Balance sheet at June 30, 1999 and December 31,  1998.
An additional $40,000 was paid in late June, 1999 and is included
under "property and equipment".  Assuming all contingencies, such
as  regulatory approvals to operate both a holding company and  a
bank,  are satisfied, the final transaction to purchase the  site
should  be  completed no later than July 14, 1999.  The  proposed
Bank  intends  to  build a one-story facility with  approximately
5,000  square feet (expandable to 7,000 square feet) of  finished
space.   Total construction costs are estimated at $665,000  with
an additional estimate of $258,000 for furniture and equipment.

      On  October  8, 1998, the Company entered into  a  one-year
lease arrangement, with a minimum of nine months, covering office
space  from  which it currently operates.  Additional  space  was
leased   during   the  first  quarter  of  1999   under   similar
arrangements.  Effective  June 8, 1999, the  Company  renewed the
above leases  for a period of one year.  The total  monthly lease
expense is $1,337.

     Please refer to Note 1 concerning warrants to organizers.


Note 4 - Related Party Transactions

      Please  refer  to Note 1  for a discussion  concerning  the
organizers' warrants.

     Please refer to Note 3 for discussions concerning:

        (i)    The  CEO's  Consulting  Agreement  and
               Employment Agreement, and;

        (ii)   The   organizers'  stock   subscriptions   and
               purchases, as well as their stock redemptions.


Note 5 - Notes Payable

     In order to fund expenses incurred during the organizational
stage,  the  Company obtained a loan from an unrelated  financial
institution in the amount of $300,000 and in the form of  a  one-
year non-revolving line of credit.  The line of credit carries  a
variable  interest rate of prime minus 1%, with interest  payable
monthly.  As of June 30, 1999 and December 31, 1998, the  Company
had  drawn  from the line of credit the amounts of  $299,840  and
$109,000, respectively.

      On  March 18, 1999, the Company obtained a second loan from
the above financial institution in the amount of $100,000 and  in
the  form of a line of credit.  The second line of credit matures
October  31, 1999 and carries a variable interest rate  of  prime
minus  1%,  with interest payable monthly.  As of June 30,  1999,
the  Company  had  drawn from the line of credit  the  amount  of
$65,000.

The  collateral for both loans includes the Company's  furniture,
equipment  and  leasehold improvements, as well as  the  personal
guarantees of certain organizers.

      On  June 28, 1999, the Company obtained a $400,000 loan  in
the  form of a line of credit to purchase the site from which the
proposed Bank will operate.  The loan matures September 15,  1999
and  carries  an interest rate of prime minus 1%,  with  interest
payable monthly.  As of June 30, 1999, $40,000 had been drawn  on
this line of credit.


                             PART II
                        OTHER INFORMATION

Item 1.     Legal Proceedings.

       There  are no material pending legal proceedings to  which
the  Company  or  the Bank is a party or of which  any  of  their
property is the subject.

Item 2.     Changes in Securities.

          (a)  None.
          (b)  None.

Item 3.     Defaults Upon Senior Securities.
            None.

Item 4.     Submission of Matters to a Vote of Security Holders.
            None.

Item 5.     Other Information.
            Registrant filed a Registration Statement on Form SB-
1 with the Securities and Exchange Commission, which Registration
Statement  became effective February 9, 1999.   Pursuant  to  the
Registration  Statement, a minimum of 780,000  shares  of  common
stock,  par value $.01 per share (the "Common Stock") and 243,638
units, each unit consisting of one share of Common Stock and  one
warrant  to  purchase one share of Common Stock (the "Units,"  or
singly,  a  "Unit"), and a maximum of 1,116,362 shares of  Common
Stock  and 243,658 Units, were registered for sale at an offering
price  of  $5.50  per  share or Unit.  As  of  August  11,  1999,
Registrant has received subscriptions for all 243,638  Units  and
523,785  shares of Common Stock.  Registrant continues to solicit
subscriptions  for  shares  of  Common  Stock  pursuant  to   the
offering.

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

     A.   Exhibits:

          27   Financial Data Schedule

     B.   Reports on Form 8-K

           There  were  no reports on Form 8-K filed  during  the
           quarter ended June 30, 1999.


                           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.

                                   HORIZON BANCORPORATION, INC.
                                                  (Registrant)

Date:  August 13, 1999         BY:   /S/
                                  ----------------------------------
                                  Charles S. Conoley
                                  President and Chief Executive Officer