SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________

FORM 10-QSB

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

For the quarterly period ended June 30, 2002
Commission File No. 333-71773

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

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

900 53rd Avenue East, Bradenton, Florida 34203(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 XNo ___

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, 1,146,077 shares issued and outstanding as of August 12, 2002.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Horizon Bancorporation, Inc.
Bradenton, Florida
Balance Sheets (Unaudited)

|ASSETS                                                                                                                             | June 30,2002                                              | December 31,2001                                        
|---------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------- | --------------------------------------------------------
|Cash and due from banks
Federal funds sold
Total cash and cash equivalents                                                         | $3,582,951- -3,582,951                                    | $1,556,213
________- -
1,556,213                        
|Securities:
Securities available for sale, at fair value 
Loans, net
Property and equipment, net
Other assets
	Total Assets        | 13,400,140
50,994,278
1,887,051499,21070,363,630          | 13,189,910
38,304,656
1,991,743473,97755,516,549        
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                              
|Liabilities:
Non-interest bearing deposits
Interest bearing deposits
Total deposits
Borrowings
Other liabilities
Total Liabilities | 6,416,77658,231,87964,648,655
1,422,196158,495
66,229,346 | 5,611,81545,337,699
50,949,514
394,838110,328
51,454,680
|Commitments and contingencies                                                                                                      |                                                           |                                                         
|Stockholders' Equity:
Common stock, $.01 par value, 25,000,000 shares authorized, 1,146,077 shares issued and outstanding          | $11,461                                                   | 11,461                                                  
|Paid-in-capital                                                                                                                    | 5,992,278                                                 | 5,992,278                                               
|Retained (deficit)                                                                                                                 | (1,946,924)                                               | 1,906,244)                                              
|Accumulated other comprehensive income                                                                                             | 77,469                                                    | (35,626)                                                
|Total Stockholders' Equity                                                                                                         | 4,134,284                                                 | 4,061,869                                               
|Total Liabilities and Stockholders' Equity                                                                                         | $70,363,630                                               | $55,516,549                                             

Refer to notes to the consolidated financial statements.

Horizon Bancorporation, Inc.
Bradenton, Florida
Statements of Operations (Unaudited)

|                                                                                                                                                                                                                                  | For the three monthsended June 30,                                          
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------
|                                                                                                                                                                                                                                  | 2001                                                                        
|Interest and fees on loans and investments                                                                                                                                                                                        | $1,079,781                                                                  
|Interest expense                                                                                                                                                                                                                  | 496,296                                                                     
|Net interest income                                                                                                                                                                                                               | 583,485                                                                     
|Provision for loan losses                                                                                                                                                                                                         | 45,000                                                                      
|Net interest income after provision for loan losses                                                                                                                                                                               | 538,485                                                                     
|Other income:                                                                                                                                                                                                                     |                                                                             
|Service fees on deposit accounts                                                                                                                                                                                                  | 38,554                                                                      
|Other income                                                                                                                                                                                                                      | 11,044                                                                      
|Gain or sale of assets                                                                                                                                                                                                            | 9,873                                                                       
|Total other income                                                                                                                                                                                                                | 59,471                                                                      
|Operating expenses:
Salaries 
Employee benefits
Depreciation and amortization
Data processing
Legal and professional
Regulatory assessments
Insurance expense
Rent expense
Advertising & promotional
Miscellaneous other expenses | 233,762
59,797
52,509
56,641
37,097
9,499
10,259
24,453
11,29993,835
589,151
|Total operating expenses                                                                                                                                                                                                         
|Net income (loss) before taxes                                                                                                                                                                                                    | 8,805                                                                       
|Income taxes                                                                                                                                                                                                                      | - -                                                                         
|Net (loss)                                                                                                                                                                                                                        | $8,805                                                                      
|Basic (loss) per share                                                                                                                                                                                                            | $.01                                                                        
|Diluted (loss) per share                                                                                                                                                                                                          | $.01                                                                        

Refer to notes to the consolidated financial statements.

Horizon Bancorporation, Inc.
Bradenton, Florida
Statements of Operations (Unaudited)

|                                                                                                                                                                                                                                  | For the six monthsended June 30,                                                   
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------
|                                                                                                                                                                                                                                  | 2002                                                                               
|Interest and fees on loans and investments                                                                                                                                                                                        | $2,104,296                                                                         
|Interest expense                                                                                                                                                                                                                  | 981,283                                                                            
|Net interest income                                                                                                                                                                                                               | 1,123,013                                                                          
|Provision for loan losses                                                                                                                                                                                                         | 113,545                                                                            
|Net interest income after provision for loan losses                                                                                                                                                                               | 1,009,468                                                                          
|Other income:                                                                                                                                                                                                                     |                                                                                    
|Service fees on deposit accounts
Other income
Gain on sale of assets                                                                                                                                                              | 75,700
28,0779,873                                                                 
|Total other income                                                                                                                                                                                                                | 113,650                                                                            
|Operating expenses:
Salaries 
Employee benefits
Depreciation and amortization
Data processing
Legal and professional
Regulatory assessments
Insurance expense
Rent expense
Advertising & promotional
Miscellaneous other expenses | 474,325
119,899
112,988
111,751
53,569
18,407
18,808
48,358
25,502180,190
1,163,797
|Total operating expenses                                                                                                                                                                                                         
|Net (loss) before taxes                                                                                                                                                                                                           | (40,679)                                                                           
|Income taxes                                                                                                                                                                                                                      | - -                                                                                
|Net (loss)                                                                                                                                                                                                                        | $(40,679)                                                                          
|Basic (loss) per share                                                                                                                                                                                                            | $(.04)                                                                             
|Diluted (loss) per share                                                                                                                                                                                                          | $(.04)                                                                             

Refer to notes to the consolidated financial statements.



Horizon Bancorporation, Inc.
Bradenton, Florida
Statements of Cash Flows (Unaudited)

|                                                  | For the six monthsended June 30,
|------------------------------------------------- | --------------------------------
|                                                  | 2002                            
|Net cash used by operating activities             | $388,794                        
|Cash flows from investing activities:             |                                 
|Securities available for sale:
Purchases          | (1,567,549)                     
|Maturities and pay downs                          | 1,291,551                       
|Securities held-to-maturity:                      |                                 
|Maturities and pay downs                          | - -                             
|Purchase of fixed assets                          | (9,390)                         
|Increase in loans, net                            | (12,803,167)                    
|Net cash used in investing activities             | (13,088,555)                    
|Cash flows from financing activities:             |                                 
|Increase in borrowings
Increase in deposits       | 1,027,35813,699,141             
|Net cash provided from financing activities       | 14,726,499                      
|Net increase in cash and cash equivalents         | 2,026,738                       
|Cash and cash equivalents, at beginning of period | 1,556,213                       
|Cash and cash equivalents, at end of period       | $3,582,951                      



Refer to notes to the consolidated financial statements.



Horizon Bancorporation, Inc.
Bradenton, Florida
Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
for the six-month periods ended June 30, 2000 and 2001

|                                                                                                    | Common Stock | Paid inCapital | RetainedEarnings | Accumulated
Other
ComprehensiveIncome |                
|--------------------------------------------------------------------------------------------------- | ------------ | -------------- | ---------------- | ------------------------------------- | ---------------
|                                                                                                    | Shares       | Par Value      | Total           
|Balance,
December 31, 1999                                                                          | 1,146,077    | $11,461        | $5,992,278       | $(1,275,385)                          | $ - -          
|Comprehensive Income:
Net income (loss),
six-month period 
ended June 30, 2001                      | - -          | - -            | - -              | (370,652)                             | - -            
|Net unrealized losses on securities, six-month period ended June 30, 2001                           | - -          | - -            | - -              | - -                                   | (1,907)        
|Total comprehensive income                                                                          | - -          | - -            | - -              | (370,652)                             | (1,907)        
|Balance,
June 30, 2001                                                                              | 1,146,077    | $11,461        | $5,992,278       | $(1,646,037)                          | $(1,907)       
|                                                                                                    |              |                |                  |                                       |                
|Balance, December 31, 2001                                                                          | 1,146,077    | $11,461        | $5,992,278       | $(1,906,244)                          | $(35,626)      
|Comprehensive Income:
Net income (loss),
six-month period 
ended June 30, 2002                      | - -          | - -            | - -              | (40,680)                              | - -            
|Net unrealized gains on securities, six-month period ended June 30, 2002
Total comprehensive income | - -
- -      | - -
- -        | - -
- -          | - -
(40,680)                          | 113,095
113,095
|Balance,
June 30, 2002                                                                              | 1,146,077    | $11,461        | $5,992,278       | $(1,946,924)                          | $77,469        

Refer to notes to the consolidated financial statements.



Horizon Bancorporation, Inc.
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2002

Note 1 - Basis of Presentation

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, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002. These statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in Form 10-KSB for the year ended December 31, 2001.

Note 2 - Summary of Organization

Horizon Bancorporation, Inc., Bradenton, Florida (the "Company"), is a one-bank holding company with respect to Horizon Bank, Bradenton, Florida (the "Bank"). The Company commenced banking operations on October 25, 1999 when the Bank commenced operations. The Bank is primarily engaged in the business of obtaining deposits and providing commercial, consumer and real estate loans to the general public. The Bank's depositors are each insured up to $100,000 by the Federal Deposit Insurance Corporation (the "FDIC") subject to certain limitations imposed by the FDIC.

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, 2002 and December 31, 2001, there were 1,146,077 shares of the Company's common stock issued and outstanding. 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, 2002 and December 31, 2001, there were no shares of the Company's preferred stock issued or outstanding.

Note 3 - Recent Accounting Pronouncements

Statement of Financial Accounting Standards No. 141, "Business Combinations" ("FASB 141") addresses financial accounting and reporting for business combinations and supersedes both APB Opinion No. 16, "Business Combinations" and FASB Statement No. 38, "Accounting for Preacquisition Contingencies of Purchased Enterprises." All business combinations in the scope of FASB 141 are to be accounted for using one method - the purchase method. The provisions of FASB 141 apply to all business combinations initiated after June 30, 2001. The adoption of FASB 141 did not have a material impact on the financial position or results of operations of the Company.

Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("FASB 142") addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, "Intangible Assets." FASB 142 addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition. FASB 142 also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. FASB 142 is effective for fiscal years beginning after December 15, 2001. The adoption of FASB 142 is not expected to have a material impact on the financial position or results of operations of the Company.

Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" ("FASB 143") addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. FASB 143 applies to all entities. FASB 143 also applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and (or) the normal operation of a long-lived asset, except for certain obligations of leases. FASB 143 amends FASB Statement No. 19, "Financial Accounting and Reporting by Oil and Gas Producing Companies". FASB 143 is effective for fiscal years beginning after December 15, 2002. The adoption of FASB 143 is not expected to have a material impact on the financial position or results of operations of the Company.

Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FASB 144") addresses financial accounting and reporting for the impairment or disposal of long-lived assets. FASB 144 supersedes both FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operation - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," for the disposal of a Segment of a business (as previously defined in that opinion). FASB 144 also amends ARB No. 51, "Consolidated Financial Statements" to eliminate the exception to consolidation for a subsidiary for which control is likely temporary. The provisions of FASB 144 are required to be applied with fiscal years beginning after December 15, 2001. Adoption of FASB 144 is not expected to have a material impact on the financial position or results of operations of the Company.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Total assets increased by $14.9 million, to $70.4 million during the six-month period ended June 30, 2002. More specifically, cash and cash equivalents increased by $2.0 million, to $3.6 million; securities increased by $.2 million, to $13.4 million; and loans increased by $12.7 million, to $51.0 million. To fund the $14.9 million increase in assets, customer deposits were increased by $13.7 million, to $64.4 million, borrowings increased by $1.1 million, to $1.4 million, and capital accounts increased by $.1 million, to $4.1 million.

Liquidity and Sources of Capital

Liquidity is the Company's ability to meet all deposit withdrawals immediately, while also providing for the credit needs of customers. The June 30, 2002 financial statements evidence a satisfactory liquidity position as total cash and cash equivalents amounted to $3.6 million, representing 5.1% of total assets. Investment securities, which amounted to $13.4 million or 19.0% of total assets, provide a secondary source of liquidity because they can be converted into cash in a timely manner. The Bank is a member of the Federal Reserve System and maintains relationships with several correspondent banks and, thus, could obtain funds from these banks on short notice. The Company's management closely monitors and maintains appropriate levels of interest earning assets and interest bearing liabilities, so that maturities of assets can provide adequate funds to meet customer withdrawals and loan demand. The Company knows of no trends, demands, commitments, events or uncertainties that will result in or are reasonably likely to result in its liquidity increasing or decreasing in any material way. The Bank maintains an adequate level of capitalization as measured by the following capital ratios and the respective minimum capital requirements by the Bank's primary regulators.

|                                   | Bank'sJune 30, 2002 | Minimum RegulatoryRequirement
|---------------------------------- | ------------------- | -----------------------------
|Leverage ratio
Risk weighted ratio | 6.7%
8.8%           | 4.0%
8.0%                    

With respect to the leverage ratio, the regulators expect a minimum of 5.0% to 6.0% ratio for banks that are not rated CAMELS 1. The Bank's leverage ratio of 6.7% and risk weighted ratio of 8.8% are well above the required minimum. One should note, however, that if in the second half of calendar year 2002 the Bank continues to grow at the rate experienced during the first half of calendar year 2002, then a capital injection into the Bank's capital accounts may be necessary.

Results of Operations

For the three-month period ended June 30, 2002, net income amounted to $8,805, or $.01 per diluted share. This represents the first positive quarterly income results since the Company's inception. By comparison, net (loss) for the three-month period ended June 30, 2001 amounted to $(231,876), or $(.20) per diluted share. The reasons for the improvement in the results for the three-month period ended June 30, 2002 when compared to the three-month period ended June 30, 2001 are as follows:

1. Net interest income increased from $325,276 for the three-month period ended June 30, 2001 to $583,485 for the three-month period ended June 30, 2002. This increase is due to both higher average earning assets and a higher net interest yield.
2. Non-interest income for the three-month period ended June 30, 2002 was $59,471, an amount significantly higher than the $19,963 obtained during the three-month period ended June 30, 2001.
3. Provision for loan losses for the three-month period ended June 30, 2002 and 2001 were $45,000 and $112,297, respectively. Management believes that the current quality of the assets is such that higher provisions are currently not necessary.

Net (loss) for the six-month period ended June 30, 2002 amounted to $(40,679), or $(.04) per diluted share. For the six-month period ended June 30, 2001, net (loss) amounted to $(370,652), or $(.32) per diluted share. Below is a brief discussion concerning the Company's operational results for the six-month period ended June 30, 2002 as compared to the six-month period ended June 30, 2001.

a.	Interest income, which represents interest received on interest earning assets, increased from $1,301,225 for the six-month period ended June 30, 2001 to $2,104,296 for the six-month period ended June 30, 2002, an increase of $803,071. The cost of funds, which represents interest paid on deposits and borrowings, increased as well, from $731,368 for the six-month period ended June 30, 2001 to $981,283 for the six-month period ended June 30, 2002, an increase of $249,915. Because the growth in interest income during the six-month period ended June 30, 2002 out-paced the increase in the cost of funds, net interest income grew from $569,857 for the six-month period ended June 30, 2001 to $1,123,013 for the six-month period ended June 30, 2002.

Net interest yield, defined as net interest income divided by average interest earning assets, increased from 3.79% during the six-month period ended June 30, 2001 to 3.82% during the six-month period ended June 30, 2002. This increase is significant in light of the fact that the majority of financial institutions are experiencing a decline in the net interest yield caused primarily by the declining interest rate environment. Below is pertinent information concerning the yield on earning assets and the cost of funds for the six-month period ended June 30, 2002.

(Dollars in '000s)

|Description                 | Avg. Assets/Liabilities | InterestIncome/Expense | Yield/Cost
|--------------------------- | ----------------------- | ---------------------- | ----------
|Federal funds               | $ 658                   | $ 5                    | 1.52%     
|Securities                  | 13,341                  | 380                    | 5.70%     
|Loans                       | 44,786                  | 1,719                  | 7.68%     
|Total                       | $58,785                 | $2,104                 | 7.16%     
|Borrowings                  | $ 1,408                 | $ 18                   | 2.56%     
|Transactional accounts      | 12,881                  | 124                    | 1.93%     
|Savings                     | 2,725                   | 32                     | 2.35%     
|CD's                        | 37,830                  | 807                    | 4.27%     
|Total                       | $54,844                 | $ 981                  | 3.58%     
|Net interest income         |                         | $1,123                 |           
|Net yield on earning assets |                         | 3.82%                 

b.	For the six-month period ended June 30, 2002, non-interest income amounted to $113,650, or .35% of average assets. By comparison, non interest income for the six-month period ended June 30, 2001 amounted to $46,044, or .35% of average assets. The majority of the increase (on a monetary basis) was caused by the increase in transactional account volume.

c.	For the six-month period ended June 30, 2002, non-interest expense amounted to $1,163,797, or 3.60% of average assets. By comparison, for the six-month period ended June 30, 2001, non interest expense amounted to $864,256, or 5.19% of average assets. This decrease (on a percentage basis) is primarily due to the improvement of operational efficiencies.

During the six-month period ended June 30, 2002, the allowance for loan losses increased by $110,000, to $475,000. Despite the increase, however, the allowance for loan losses as a percentage of gross loans decreased from .94% at December 31, 2001 to .92% at June 30, 2002. Management considers the allowance for loan losses to be adequate and sufficient to absorb possible future losses; however, there can be no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that additional provisions to the allowance will not be required.

The Company is not aware of any current recommendation by the regulatory authorities which, if it was to be implemented, would have a material effect on the Company's liquidity, capital resources, or results of operations.

The Company cautions readers of this report that such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. Although the Company's management believes that their expectations of future performance are based on reasonable assumptions within the bounds of their knowledge of their business and operations, there can be no assurance that actual results will not differ materially from their expectations.



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.                                                                                                                                                                                                                                                                                                                                                                   
|        | None.                                                                                                                                                                                                                                                                                                                                                                                    
|Item 3. | Defaults Upon Senior Securities.                                                                                                                                                                                                                                                                                                                                                         
|        | None.                                                                                                                                                                                                                                                                                                                                                                                    
|Item 4. | Submission of Matters to a Vote of Security Holders.                                                                                                                                                                                                                                                                                                                                     
|        | The 2002 Annual Meeting of Shareholders of the Company was held on May 8, 2002. The following table sets forth the name of each individual elected at the 2002 Annual Meeting to serve a three-year term as a Class III director, and the results of voting with respect to each director:                                                                                               
|        | David K. Scherer
Elizabeth Thomason, D.M.D.
Mary Ann P. Turner
Clarence R. Urban                                                                                                                                                                                                                                                                                                         
|        | No other matters were presented or voted on at the Annual Meeting.
The following persons did not stand for reelection at the 2002 Annual Meeting of Shareholders as their term of office continued after the Annual Meeting: Thomas C. Bennett, Jr., Charles S. Conoley, M. Shannon Glasgow, Barclay Kirkland, D.D.S., C. Donald Miller, Jr., Stephen C. Mullen and Bruce E. Shackleford.
|Item 5. | Other Information.                                                                                                                                                                                                                                                                                                                                                                       
|        | None                                                                                                                                                                                                                                                                                                                                                                                     
|Item 6. | Exhibits and Reports on Form 8-K.                                                                                                                                                                                                                                                                                                                                                        
|        | A. Exhibits:99.1  Certification pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                 
|        | B. Reports on Form 8-K: There were no reports on Form 8-K filed during the quarter ended June 30, 2002.                                                                                                                                                                                                                                                                                  



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.

|Date: August 12, 2002 | HORIZON BANCORPORATION, INC.
(Registrant)
By: /S/ Charles S. Conoley
	Charles S. Conoley
	President and Chief Executive Officer
	(Principal Executive, Financial and 
	Accounting Officer)
|--------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------