SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q
(Mark One)

[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended               March 31, 2000
                               ---------------------------------------------

                                       OR

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

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


                        Commission file number 000-25693

                              FLORIDAFIRST BANCORP
         ---------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


     United States                                      59-3545582
-------------------------------------      -------------------------------------
(State or other jurisdiction of            (I.R.S. employer identification no.)
incorporation or organization)

205 East Orange Street, Lakeland, Florida                   33801-4611
--------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code    (863) 688-6811
                                                   ----------------------------

                                       N/A
--------------------------------------------------------------------------------
Former  name,  former  address and former  fiscal  year,  if changed  since last
report.

         Indicate by check |X| whether the  registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes  X  No
                                              ---    ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date May 8, 2000.

           Class                                             Outstanding
------------------------------------                    ------------------------
$.10 par value common stock                                5,347,297 shares


<PAGE>

                              FLORIDAFIRST BANCORP
                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2000

                                      INDEX
                                                                         Page
                                                                        Number
                                                                        ------

PART I - CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF
             FLORIDAFIRST BANCORP

Item 1.  Financial Statements and Notes Thereto......................    1
Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations......................    6
Item 3.  Qualitative and Quantitative Disclosure About Market Risk...   15

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings...........................................   16
Item 2.  Changes in Securities.......................................   16
Item 3.  Defaults upon Senior Securities.............................   16
Item 4.  Submission of Matters to a Vote of Security Holders.........   16
Item 5.  Other Information...........................................   16
Item 6.  Exhibits and Reports on Form 8-K............................   17

SIGNATURES...........................................................   18

<PAGE>
                              FLORIDAFIRST BANCORP
            Condensed Consolidated Statements of Financial Condition
                                   (Unaudited)
                                    <TABLE>
<CAPTION>

                                                                                       March 31,          September 30,
ASSETS                                                                                   2000                1999
                                                                                    ----------------    ----------------
                                                                                      (In thousands)
<S>                                                                                  <C>                 <C>
Cash and cash equivalents                                                                 $   3,160           $   2,598
Investment securities available for sale, at fair value                                      89,426              68,152
Investment securities held to maturity, market value
    $10,325 and $12,479                                                                      10,686              12,724
Loans receivable, net of allowance for loan losses of
    $3,084 and $2,941                                                                       422,971             397,910
Premises and equipment, net                                                                   6,928               6,818
Federal Home Loan Bank stock, at cost                                                         6,430               4,475
Other assets                                                                                 11,384               5,681
                                                                                          ---------           ---------
                    Total assets                                                          $ 550,985           $ 498,358
                                                                                          =========           =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Deposits                                                                                  $ 355,599           $ 339,224
Federal Home Loan Bank advances                                                             127,100              87,600
Other borrowings                                                                              4,853               4,872
Other liabilities                                                                             4,445               5,325
                                                                                          ---------           ---------
                    Total liabilities                                                       491,997             437,021
                                                                                          ---------           ---------

Commitments and contingencies

Stockholders' equity:
    Common stock, $ .10 par value, 18,000,000 shares authorized,
         5,752,875 outstanding                                                                  575                 575
    Additional paid-in capital                                                               25,085              25,124
    Retained income                                                                          40,710              39,037
    Treasury stock, at cost, 405,578 and -0- shares                                          (3,606)
    Unallocated shares held by the ESOP                                                      (1,838)             (2,163)
    Unallocated shares held by the RSP                                                         (289)
    Accumulated other comprehensive income (loss)                                            (1,649)             (1,236)
                                                                                          ---------           ---------
                    Total stockholders' equity                                               58,988              61,337
                                                                                          ---------           ---------
                    Total liabilities and stockholders' equity                            $ 550,985           $ 498,358
                                                                                          =========           =========
See accompanying notes to unaudited condensed consolidated financial statements.
</TABLE>
                                       1

<PAGE>

                              FLORIDAFIRST BANCORP
                  Condensed Consolidated Statements of Earnings
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                  For the three months ended      For the six months ended
                                                                           March 31,                     March 31,
                                                                     2000           1999            2000           1999
                                                                ------------------------------------------------------------
                                                                   (In thousands, except per share amounts)
<S>                                                              <C>            <C>              <C>          <C>
Interest income:
Loans                                                                $   7,994      $  7,024         $ 15,576     $  13,899
Investments and other                                                    1,721           931            3,281         1,890
                                                                --------------- -------------   -------------- -------------
      Total interest income                                              9,715         7,955           18,857        15,789
                                                                --------------- -------------   -------------- -------------
Interest expense:
Deposits                                                                 3,795         3,686            7,402         7,590
Federal Home Loan Bank advances and other borrowings                     1,754           530            3,171           909
                                                                --------------- -------------   -------------- -------------
      Total interest expense                                             5,549         4,216           10,573         8,499
                                                                --------------- -------------   -------------- -------------
Net interest income                                                      4,166         3,739            8,284         7,290
Provision for loan losses                                                  150           150              270           300
                                                                --------------- -------------   -------------- -------------
Net interest income after provision for loan losses                      4,016         3,589            8,014         6,990
                                                                --------------- -------------   -------------- -------------
Other income:
Fees and service charges                                                   274           242              565           508
Gain on sale of assets                                                       -           164               22           164
Other, net                                                                 230            58              363           113
                                                                --------------- -------------   -------------- -------------
      Total other income                                                   504           464              950           785
                                                                --------------- -------------   -------------- -------------
Other expenses:
Compensation and employee benefits                                       1,577         1,429            3,131         2,852
Occupancy and equipment costs                                              438           501              875           948
Marketing                                                                  118           133              305           257
Data processing costs                                                      127           123              256           259
Federal insurance premiums                                                  19            53               69           111
Other                                                                      772           633            1,455         1,144
                                                                --------------- -------------   -------------- -------------
      Total other expenses                                               3,051         2,872            6,091         5,571
                                                                --------------- -------------   -------------- -------------
Income before income taxes                                               1,469         1,181            2,873         2,204
Income taxes                                                               517           434            1,010           813
                                                                --------------- -------------   -------------- -------------
NET INCOME                                                           $     952      $    747         $  1,863     $   1,391
                                                                =============== =============   ============== =============

Basic earnings per share (1)                                         $    0.18           N/A         $   0.35           N/A

Weighted average number of shares outstanding (1)                        5,208           N/A            5,328           N/A
</TABLE>

(1)  FloridaFirst  converted to a stock  company on April 6, 1999.  Earnings per
     share and weighted  average shares  outstanding are not shown for the three
     and   six-month   periods  ended  March  31,  1999  since  no  shares  were
     outstanding.

See accompanying notes to unaudited condensed consolidated financial statements.

                                       2
<PAGE>
                              FLORIDAFIRST BANCORP
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                        For The Six Months
                                                                                         Ended March 31,
                                                                                      2000             1999
                                                                                      ----             ----
                                                                                          (In thousands)
Operating activities:
<S>                                                                                <C>              <C>
Net income                                                                              $ 1,863          $ 1,391
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
    Provision for loan losses                                                               270              300
    Depreciation                                                                            358              368
    Gain on sale of branches and related deposits                                             -             (164)
    Decrease (increase) in accrued interest receivable                                        -                -
    Gain on sale of branches and related deposits                                                              -
    Increase in other assets                                                             (5,269)            (921)
    Decrease in other liabilities                                                          (594)          (4,866)
                                                                                  --------------   --------------
        Net cash used in operating activities                                            (3,372)          (3,892)
                                                                                  --------------   --------------
 Investing activities:
Proceeds from calls, maturities and repayment of investment securities                   10,490           15,095
Increase in loans, net                                                                  (25,521)         (27,498)
Purchase of investments available for sale                                              (30,383)         (13,713)
Purchase of FHLB stock                                                                   (1,955)            (430)
Purchases of premises and equipment                                                        (494)               -
Proceeds on sale of premises and equipment                                                   26              235
                                                                                  --------------   --------------
        Net cash used in investing activities                                           (47,837)         (26,311)
                                                                                  --------------   --------------
Financing activities:
Net decrease in deposits                                                                 16,375           (8,825)
Net increase in FHLB advances                                                            39,500           14,000
Net decrease in other borrowings                                                            (19)               -
Net funds received from stock subscriptions                                                   -           70,375
Payments to acquire treasury stock                                                       (3,606)               -
Payments to acquire shares held by the RSP                                                 (289)               -
Dividends paid                                                                             (190)               -
                                                                                  --------------   --------------
        Net cash provided by financing activities                                        51,771           75,550
                                                                                  --------------   --------------
Net increase in cash and cash equivalents                                                   562           45,347
Cash and cash equivalents at beginning of period                                          2,598            5,217
                                                                                  --------------   --------------
Cash and cash equivalents at end of period                                              $ 3,160          $50,564
                                                                                  ==============   ==============

Supplemental disclosure of cash flow information -
    Cash paid during the period for:
      Interest                                                                          $11,050          $ 9,291
                                                                                  ==============   ==============
      Taxes                                                                             $   551          $   531
                                                                                  ==============   ==============

Supplemental disclosure of non-cash information:
    Additions to investment in real estate acquired through foreclosure                 $   190          $   351
                                                                                  ==============   ==============
    Change in unrealized gain (loss) on investments available for sale, net
      of deferred tax benefit of $(244) and $(141)                                      $  (413)         $  (263)
                                                                                  ==============   ==============
    Allocation of shares held by the ESOP                                               $ $ 325          $     -
                                                                                  ==============   ==============
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.

                                       3
<PAGE>

                              FLORIDAFIRST BANCORP
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 1 -  BASIS OF PRESENTATION

The accompanying  condensed  consolidated  financial statements were prepared in
accordance with  instructions for Form 10-Q and,  therefore,  do not include all
information  necessary  for a  complete  presentation  of  financial  condition,
results of  operations,  and cash flows in conformity  with  generally  accepted
accounting principles. However, all adjustments,  consisting of normal recurring
accruals,  which,  in  the  opinion  of  management,  are  necessary  for a fair
presentation  of the financial  statements  have been  included.  The results of
operations  for the periods  ended  March 31, 2000 and 1999 are not  necessarily
indicative of the results that may be expected for the entire fiscal year or any
other period. The condensed  consolidated financial statements as of and for the
three and  six-month  periods ended March 31, 2000 and 1999 include the accounts
of  FloridaFirst  Bank (the "Bank") which became the wholly owned  subsidiary of
FloridaFirst Bancorp (the "Company") on April 6, 1999. The Company's business is
conducted principally through the Bank.

These statements  should be read in conjunction with the consolidated  financial
statements  and  related  notes,  which are  incorporated  by  reference  in the
Company's Annual Report on Form 10-K for the year ended September 30, 1999.



Note 2 - COMPREHENSIVE INCOME

Comprehensive income for the periods presented was as follows:

                                       Three Months Ended     Six Months Ended
                                            March 31,            March 31,
                                        2000      1999       2000        1999
                                        ----      ----       ----        ----
Net income                            $  952      $ 747     $1,863      $1,391
Other comprehensive income (loss)        113        (77)      (413)       (263)
                                      ------      -----     ------      ------
Comprehensive income                  $1,065      $ 670     $1,450      $1,128
                                      ======      =====     ======      ======

Other comprehensive losses consisted entirely of unrealized gains (losses),  net
of taxes, on available for sale securities.


Note 3 - STOCK REPURCHASE PROGRAM

On October 19, 1999 the Company announced that it had received approval from the
Office of Thrift  Supervision  ("OTS") to proceed with its planned repurchase of
up to 15% of the common stock,  or 405,578 shares,  held by  stockholders  other
than FloridaFirst Bancorp MHC, the Company's mutual holding company. The Company
is  authorized  to make  such  repurchases  from  time  to  time in open  market
transactions as, in the opinion of management,  market conditions  warrant.  The
repurchased  shares will be held in  treasury  stock and will be  available  for
general corporate purposes, including the exercise of stock options. As of March
31, 2000 the Company had acquired the entire 405,578 shares under the repurchase
program at an average  price of $8.89.  The  weighted  average  number of shares
outstanding  for the quarter  ended March 31, 2000 was reduced by 50,113  shares
based on the purchase date of the shares acquired during the quarter.

                                       4

<PAGE>

On November  15, 1999 the Company  received  approval  from the Office of Thrift
Supervision  ("OTS") to proceed with its planned repurchase for the FloridaFirst
Bank  Restricted  Stock Plan ("RSP") of up to 4% of the common stock, or 108,154
shares, held by stockholders other than FloridaFirst  Bancorp MHC, the Company's
mutual holding company.  The Company is authorized to make such repurchases from
time to time in open  market  transactions  as, in the  opinion  of  management,
market conditions warrant.  The repurchased shares will be held in trust for the
participants  in the RSP. As of March 31, 2000 the Company had  acquired  36,779
shares under the repurchase  program at an average price of $7.85.  The weighted
average  number of shares  outstanding  for the quarter ended March 31, 2000 was
reduced by 6,098 shares based on the purchase date of the shares acquired during
the quarter.


Note 4 - EARNINGS PER SHARE

Basic  earnings per share of common  stock for the quarter  ended March 31, 2000
has been computed by dividing net income for the period by the weighted  average
number  of shares  outstanding,  which  includes  3,049,024  shares  held by the
Company's  mutual holding  company,  FloridaFirst  Bancorp MHC. Shares of common
stock  purchased by the Bank's Employee Stock Ownership Plan are only considered
outstanding  when the  shares are  released  or  committed  to be  released  for
allocation to  participants.  The Company has  determined  that 1,803 shares per
month  will be  added to the  outstanding  shares  for the  fiscal  year  ending
September 30, 2000.  Since the Company  currently does not have any  convertible
debt or other equity  instruments,  there are no common stock  equivalents  that
could further dilute the Company's basic earnings per share.

                                       5
<PAGE>

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

Forward-Looking Statements

The  Company  may  from  time  to time  make  written  or  oral  forward-looking
statements,  including  statements  contained in the Company's  filings with the
Securities  and  Exchange  Commission  (the  "Commission")  and its  reports  to
stockholders.  Statements  made in such documents,  other than those  concerning
historical  information,  should be  considered  forward-looking  and subject to
various risks and uncertainties.  Such forward-looking statements are made based
upon  management's  belief  as well as  assumptions  made  by,  and  information
currently  available to management,  pursuant to "safe harbor" provisions of the
Private  Securities  Litigation Reform Act of 1995. The Company's actual results
may differ materially from the results anticipated in forward-looking statements
due  to a  variety  of  factors,  including  governmental  monetary  and  fiscal
policies,  deposit  levels,  loan demand,  loan  collateral  values,  securities
portfolio values, and interest rate risk management;  the effects of competition
in  the  banking  business  from  other  commercial  banks,   savings  and  loan
associations, mortgage banking firms, consumer finance companies, credit unions,
securities brokerage firms,  insurance companies,  money market mutual funds and
other  financial  institutions  operating  in  the  Company's  market  area  and
elsewhere,  including  institutions  operating through the Internet;  changes in
governmental regulation relating to the banking industry,  including regulations
relating to branching and  acquisitions;  failure of assumptions  underlying the
establishment  of  reserves  for  losses,  including  the  value  of  collateral
underlying  delinquent loans, and other factors.  The Company cautions that such
factors  are not  exclusive.  The  Company  does not  undertake  to  update  any
forward-looking  statements  that may be made from time to time by, or on behalf
of, the Company.


Comparison of Financial Condition at March 31, 2000 and September 30, 1999


Assets.  Total assets  increased  $52.6 million,  or 10.6%, to $551.0 million at
March 31, 2000 from $498.4  million at September 30, 1999. The increase in total
assets resulted primarily from an $25.5 million,  or a 12.7% annualized increase
in the loan portfolio  attributable to steady loan demand in our market areas, a
slow down in loan  repayments and funding of  construction  loans.  In addition,
investment securities increased $19.2 million. Management plans to focus on loan
growth to effectively utilize the new capital raised in fiscal 1999. The capital
leveraging  strategy  will  include the  purchase of  investment  securities  to
complement its loan origination efforts.

Other assets  increased  primarily due to the cash surrender value of bank owned
life insurance policies that were purchased in January 2000.

Liabilities.  Total  liabilities  increased  $55.0 million,  or 12.6%, to $492.0
million  at March 31,  2000 from  $437.0  million at  September  30,  1999.  The
increase  in total  liabilities  resulted  primarily  from a $39.5  million  net
increase in FHLB  advances  utilized to fund the asset  growth and a net deposit
increase of $16.4  million.  The increase in deposits in recent months  reflects
renewed consumer interest in competitively priced certificates of deposit due to
the increase in short-term  interest  rates.  Checking and money market accounts
continue to grow through expansion of our customer base.

Management  continues to evaluate the available funding sources.  The attributes
of the alternative  funding  sources that  management  considers in its analysis
include  the   interest   and  other  costs  of  such   funding,   the  maturity
considerations and the nature and characteristics of assets being funded.

                                       6
<PAGE>

Stockholders'  Equity.  The  decrease  in  the  Company's  stockholders'  equity
reflects:

>>   net income for the six months ended March 31, 2000 of $1.9 million
>>   repurchase of 405,578 shares of Company stock at a cost of $3.6 million
>>   repurchase  of  36,779  shares  of  Company  stock for the RSP at a cost of
     $289,000
>>   change in accumulated other comprehensive loss of $413,000 (attributable to
     the net unrealized loss on investments available for sale)
>>   repayment of $325,000 on the ESOP loan.
>>   dividends  paid  that  totaled   $190,000.

The net unrealized loss on investments  available for sale relates  primarily to
the increasing level of interest rates during the first half of the fiscal year.
Increasing rates reduce the value of certain investments held for sale that have
longer average lives.

At March 31, 2000 the  Company's  stockholders'  equity as a percentage of total
assets was 10.7%.


Comparison  of  Operating  Results for the Three Months Ended March 31, 2000 and
March 31, 1999

Net Income. Net income for the three months ended March 31, 2000 increased 27.4%
to $952,000,  compared to $747,000  for the same period in 1999.  Net income for
the three months ended March 31, 2000  benefited  from the  deployment  of $23.5
million in new capital (net proceeds of $25.7 million less the ESOP loan of $2.2
million) for the entire period.

Net interest income  increased  $427,000,  or 11.4%,  for the three months ended
March 31,  2000  compared  to the same period in 1999.  This  increase  resulted
primarily  from an  increase in interest  income of $1.8  million,  offset by an
increase in interest expense of $1.3 million.  Other expenses  increased to $3.1
million for the three  months  ended  March 31,  2000 from $2.9  million for the
three months ended March 31, 1999,  due to an  accumulation  of several  expense
categories as discussed at Other Expense.

Interest  Income.  The following  discussion  highlights  the major factors that
impacted the changes in interest  income during the quarter when compared to the
prior  year.  Details  are  contained  in the  table  at page 8.

>>   Loan  growth  reflects  the strong  loan  demand  over the past  year,  the
     Company's increased emphasis on loan origination and the favorable interest
     rate  environment  for borrowers that prevailed from early 1998 through the
     middle of 1999.
>>   The yield on loans decreased primarily due to an approximate 80 basis point
     reduction in loan rates for new mortgage loan  originations  as compared to
     approximately  $54  million in mortgage  loans that paid off during  fiscal
     1999.  The  impact of this  caused  overall  mortgage  portfolio  yields to
     decline  approximately 3 basis points.  In addition,  the overall portfolio
     yield on consumer loans  decreased  about 18 basis points and yields in the
     commercial portfolio decreased about 17 basis points.
>>   The  average  balances  in the  investment  securities  portfolio  grew 64%
     primarily  due to the  Company's  strategy to leverage  the higher  capital
     level that resulted from the stock offering in April 1999.
>>   The higher yield in the investment  portfolio  resulted from the leveraging
     strategy  (outside  the loan  portfolio)  in the latter part of fiscal 1999
     when rates had risen  significantly  over the prior year. In addition,  the
     growth  occurred in securities  that had slightly longer average lives with
     higher yields.

                                       7
<PAGE>
Average  Balance  Sheet.  The  following  table sets forth  certain  information
relating to the Company for the periods indicated.  The average yields and costs
are  derived by dividing  income or expense by the average  balance of assets or
liabilities,  respectively,  for the periods  presented.  Average  balances  are
derived  from  average  daily  balances  for fiscal  2000,  but the fiscal  1999
averages are derived from month-end  balances.  Management does not believe that
the use of month-end  balances  instead of average daily balances has caused any
material differences in the information presented.
<TABLE>
<CAPTION>
                                          Three months                   Three months
                                         March 31, 2000                 March 31, 1999                      Changes in
                                         --------------                 --------------             --------------------------------
                                   Average                         Average
                                   Balance    Interest Yield/Cost  Balance   Interest  Yield/Cost  Balances    % Interest Yield/Cost
                                  -------------------------------  ------------------------------  ---------------------------------

<S>                                <C>         <C>       <C>      <C>         <C>        <C>       <C>         <C>  <C>      <C>
Interest-earnings assets (IEA):
      Loans receivable              $ 417,877   $ 7,994    7.65%   $ 363,519     7,024     7.73%    $ 54,358    15%  $   970  -0.08%
      Investments and other (2)       100,635     1,760    7.00%      61,413       878     5.72%      39,222    64%      882   1.28%
                                    ---------   -------            ---------   -------     -----    --------         -------   -----
           Total  (1)                 518,512   $ 9,754    7.52%     424,932   $ 7,902     7.44%    $ 93,580    22%  $ 1,852   0.09%
                                                =======                        =======              ========         =======
Other assets                           20,386                         11,201
                                    ---------                      ---------
Total assets                        $ 538,898                      $ 436,133
                                    =========                      =========

Interest-bearing liabilities (IBL):
      Interest checking             $  31,649  $    144    1.82%   $  27,608   $   126     1.82%    $  4,041    15%  $    19   0.00%
      Savings                          31,533       138    1.75%      37,991       167     1.75%      (6,458)  -17%      (29)  0.00%
      Money market accounts            25,841       270    4.18%      20,246       191     3.77%       5,595    28%       79   0.41%
      Certificate accounts            245,699     3,243    5.28%     243,397     3,144     5.17%       2,302     1%       99   0.11%
                                    ---------  --------           ---------   -------              ---------        --------
           Total deposits             334,722     3,795    4.54%     329,242     3,627     4.41%       5,480     2%      168   0.13%
      Advances and other borrowings   124,802     1,754    5.62%      43,667       531     4.86%      81,135   186%    1,223   0.76%
                                    ---------  --------           ----------  --------             ---------        --------
           Total (2)                  459,524  $  5,549    4.83%     372,909   $ 4,158     4.46%    $ 86,615    23%  $ 1,391   0.37%
                                               ========                       ========             =========        ========
Other liabilities                      20,090                         26,257
                                    ---------                     ----------

      Total liabilities               479,614                        399,166
Stockholders' equity                   59,284                         36,967
                                    ---------                     ----------
Total liabilities and equity        $ 538,898                     $  436,133
                                    =========                     ==========

Net interest income  (1) (2)                   $  4,205                       $  3,744
                                               ========                       ========
Average IEA to IBL                        113%                           114%
Interest rate spread                                       2.69%                           2.98%
Interest margin                                            3.24%                           3.52%

</TABLE>

(1)  Interest  income and net interest  income do not agree to the  statement of
     operations because the tax equivalent income on municipal bonds is included
     in this schedule.
(2)  Interest income and interest expense for 1999 do not agree to the statement
     of operations  because  special  adjustments  related to escrowed  funds in
     connection with the stock conversion.


                                       8
<PAGE>
Interest  Expense.  The following  discussion  highlights the major factors that
impacted the changes in Interest Expense during the quarter when compared to the
prior year. Detailed changes are contained in the table at page 8.

>>   The slight increase in average deposits is attributable mainly to a special
     promotion for certificate  accounts during the March 31, 2000 quarter while
     maintaining a conservative  deposit pricing  strategy in the previous year.
     The conservative pricing strategy in the 1999 quarter was followed due to:

       o  utilization  of more cost  effective  funding  alternatives  that were
          available for the terms the Company has considered  appropriate to fit
          its interest rate management strategies, and

       o  $23.5 million in net proceeds received in the stock offering.

>>   FHLB advances grew because the Company considered the advances to be a more
     cost-effective  funding alternative during the course of the year. Although
     the costs of the advances exceed the cost of certificate accounts,  funding
     asset growth through  certificate  accounts was deemed to be more expensive
     than wholesale funding.
>>   The higher cost of funds related to certain  deposit  accounts and the FHLB
     advances is reflective of the  significant  rise in interest rates over the
     past year.

Provision  for Loan Losses.  The  provision for loan losses was $150,000 for the
three months ended March 31, 2000,  and March 31, 1999.  The  allowance for loan
losses increased $282,000 to $3.1 million at March 31, 2000 from $2.8 million at
March 31, 1999  reflecting a decrease in substandard  loans offset by the growth
and changing composition in the loan portfolio. The current allowance represents
 .72% of  total  loans  outstanding  at  March  31,  2000.  The  Company  had net
charge-offs of $54,000 for the three months ended March 31, 2000 compared to net
charge-offs of $80,000 for the three months ended March 31, 1999.

Other Expense. Other expense increased by $179,000 to $3.1 million for the three
months  ended March 31, 2000 from $2.9  million for the three months ended March
31, 1999.

>>   Compensation  and employee  benefits  increased  $148,000 due  primarily to
     having  certain  key  positions  filled  this year  compared  to last year,
     recognition  of $48,000  related to the  restricted  stock plan and certain
     costs related to increased  incentive pay based on production  and earnings
     performance.

>>   Other expenses increased by $139,000 due to the following:

       o  certain Year 2000 costs ($30,000),

       o  direct costs related to stockholder  meetings,  communications,  legal
          matters and new financial  reporting  requirements as a public company
          ($50,000), and

       o  increased  effort  on  charging  off  uncollected  fees and  overdrawn
          accounts ($40,000),

       o  consulting services ($20,000).

The Board of Directors  and  management  has developed  expansion  plans for the
Company that includes  three de novo branches  within our existing  market areas
and deployment of a strategic  technology  plan. The strategic  technology  plan
includes:

>>   installing a new customer delivery software to enhance the sales efforts,
>>   enhancing both our data and voice communications systems,
>>   upgrading our computer network for enhanced service and security features,
>>   implementing  internal and external networks to improve  communications and
     productivity within the Company, and
>>   investigation  of  alternative  delivery  systems,  including  an  Internet
     banking solution and enhanced call center strategy.

                                       9
<PAGE>

A summary of the estimated costs associated with the new projects follows:
<TABLE>
<CAPTION>

                                                         Estimated Costs           Estimated Costs
         Category.                                      Fiscal 2001                 Fiscal 2002
         --------                                    ------------------         ------------------
                                                                     (In thousands)
<S>                                                     <C>                         <C>
New branches                                              $  650                      $  975
New computer hardware and software                           240                         240
Other costs related to strategic technology plan             240                         240
                                                          ------                      ------
         TOTAL....                                        $1,130                      $1,455
                                                          ======                      ======
</TABLE>

The Board of Directors and management  analyzed the potential  effect of each of
these  expenditures  prior to approval and believe that these  expenditures will
have an overall  positive  effect on the  Company's  franchise  and  stockholder
value,  but  also  realize  that  the  expenditures  will  most  likely  depress
profitability  ratios in the short-term.  The Company also expects that both net
interest income and fee income will increase as a result of the new branches and
new technology  enhancements.  However, it is not possible to precisely estimate
such  revenue  increases,  if any, at this time.  The success of new projects is
dependent  upon a number of factors,  including,  but not  limited  to,  general
economic conditions,  regulatory climate,  interest rates and the success of the
Company's marketing efforts.

Comparison  of  Operating  Results  for the Six Months  Ended March 31, 2000 and
March 31, 1999

Net Income.  Net income for the six months ended March 31, 2000 increased  33.9%
to $1.9  million,  compared to $1.4  million  for the same  period in 1999.  Net
income for the six months ended March 31, 2000  benefited from the deployment of
$23.5  million in new capital (net  proceeds of $25.7 million less the ESOP loan
of $2.2million) for the entire period.

Net interest income increased $994,000, or 13.6%, for the six months ended March
31, 2000 compared to the same period in 1999. This increase  resulted  primarily
from an increase in interest  income of $3.1  million,  offset by an increase in
interest expense of $2.1 million.  Other expenses  increased to $6.1 million for
the six months  ended March 31, 2000 from $5.6  million for the six months ended
March 31,  1999,  due to an  accumulation  of  several  expense  categories,  as
discussed at Other Expense.

Interest  Income.  The following  discussion  highlights  the major factors that
impacted the changes in interest  income during the quarter when compared to the
prior  year.  Details  are  contained  in the table at page 11.

>>   Loan  growth  reflects  the strong  loan  demand  over the past  year,  the
     Company's increased emphasis on loan origination and the favorable interest
     rate  environment  for borrowers that prevailed from early 1998 through the
     middle of 1999.
>>   The yield on loans decreased primarily due to an approximate 80 basis point
     reduction in loan rates for new mortgage loan  originations  as compared to
     approximately  $54  million in mortgage  loans that paid off during  fiscal
     1999.  The  impact of this  caused  overall  mortgage  portfolio  yields to
     decline  approximately 3 basis points.  In addition,  the overall portfolio
     yield on consumer loans  decreased  about 18 basis points and yields in the
     commercial portfolio decreased about 17 basis points.
>>   The  average  balances  in the  investment  securities  portfolio  grew 56%
     primarily due to the Company's strategy to leverage capital that was raised
     in the stock offering.
>>   The higher yield in the investment  portfolio  resulted from the leveraging
     strategy  (outside  the loan  portfolio)  in the latter part of fiscal 1999
     when rates had risen  significantly  over the prior year. In addition,  the
     investment  growth  occurred in securities that had slightly longer average
     lives with higher yields.

                                       10
<PAGE>

Average  Balance  Sheet.  The  following  table sets forth  certain  information
relating to the Company for the periods indicated.  The average yields and costs
are  derived by dividing  income or expense by the average  balance of assets or
liabilities,  respectively,  for the periods  presented.  Average  balances  are
derived  from  average  daily  balances  for fiscal  2000,  but the fiscal  1999
averages are derived from month-end  balances.  Management does not believe that
the use of month-end  balances  instead of average daily balances has caused any
material differences in the information presented.
<TABLE>
<CAPTION>
                                           Six months                     Six months
                                         March 31, 2000                 March 31, 1999                      Changes in
                                         --------------                 --------------             --------------------------------
                                   Average                         Average
                                   Balance    Interest Yield/Cost  Balance   Interest  Yield/Cost Balances  %    Interest Yield/Cost
                                  ----------  -------- ----------  --------  --------  ---------- -------- ----- -------- ----------
<S>                               <C>        <C>         <C>      <C>        <C>        <C>       <C>       <C>  <C>        <C>
Interest-earnings assets (IEA):
      Loans receivable             $411,955   $15,576     7.56%    $356,209   13,899     7.80%     $55,747   16%  $ 1,677   -0.24%
      Investments and other (2)      96,111     3,346     6.96%      61,786    1,851     5.99%      34,325   56%    1,495    0.97%
                                   --------   -------              --------  -------               -------        -------
           Total  (1)               508,066   $18,922     7.45%     417,995  $15,750     7.54%     $90,072   22%  $ 3,172   -0.09%
                                              =======                        =======               =======
Other assets                         16,974                          11,659
                                   --------                        --------
Total assets                       $525,040                        $429,654
                                   ========                        ========

Interest-bearing liabilities (IBL):
      Interest checking            $ 30,596     $ 279     1.82%    $ 27,197    $ 246     1.81%     $ 3,399   12%  $  $ 34   0.02%
      Savings                        31,845       272     1.71%      37,718      330     1.75%      (5,873) -16%      (58) -0.04%
      Money market accounts          25,226       508     4.03%      19,464      366     3.76%       5,763   30%      142   0.27%
      Certificate accounts          242,103     6,343     5.24%     247,479    6,591     5.33%      (5,376)  -2%     (248) -0.09%
                                   --------   -------              --------  -------               -------        -------
           Total deposits           329,770     7,402     4.49%     331,857    7,532     4.54%      (2,087)  -1%     (130) -0.05%
      Advances and other borrowings 115,417     3,171     5.49%      37,584      909     4.84%      77,833  207%    2,262   0.66%
                                   --------   -------              --------  -------               -------        -------
           Total (2)                445,187   $10,573     4.75%     369,441  $ 8,441     4.57%     $75,746   21%  $ 2,132   0.18%
                                              =======                        =======               =======        =======
Other liabilities                    19,968                          23,440
      Total liabilities             465,155                         392,881
Stockholders' equity                 59,885                          36,773
                                   --------                        --------
Total liabilities and equity       $525,040                        $429,654
                                   ========                        ========

Net interest income  (1) (2)                  $ 8,349                        $ 7,309
                                              =======                        =======
Average IEA to IBL                      114%                            113%
Interest rate spread                                      2.70%                          2.97%
Interest margin                                           3.29%                          3.50%
</TABLE>


(1)  Interest  income and net interest  income do not agree to the  statement of
     operations because the tax equivalent income on municipal bonds is included
     in this schedule.

(2)  Interest income and interest expense for 1999 do not agree to the statement
     of operations  because  special  adjustments  related to escrowed  funds in
     connection with the stock conversion.

                                       11
<PAGE>


Interest  Expense.  The following  discussion  highlights the major factors that
impacted the changes in Interest Expense during the quarter when compared to the
prior year. Detailed changes are contained in the table at page 11.

>>   The  decrease  in  deposits  is   attributable   mainly  to  maintaining  a
     conservative  deposit  pricing  strategy,  utilizing  more  cost  effective
     funding  alternatives  that are  available  for the terms the  Company  has
     considered appropriate to fit its interest rate management strategies.  The
     growth in checking  account average  balances has helped offset the decline
     in certificate accounts.
>>   FHLB advances grew because the Company considered the advances to be a more
     cost-effective  funding alternative during the course of the year. Although
     the costs of the advances exceed the cost of certificate accounts,  funding
     asset growth through  certificate  accounts was deemed to be more expensive
     than wholesale funding.
>>   The higher cost of funds  related to the FHLB advances is reflective of the
     significant rise in interest rates over the past year.


Provision  for Loan Losses.  The  provision for loan losses was $270,000 for the
six months ended March 31,  2000,  compared to $300,000 for the six months ended
March 31, 1999.  The Company had net  charge-offs  of $91,000 for the six months
ended March 31, 2000  compared to net  charge-offs  of only  $82,000 for the six
months ended March 31, 1999. See other  discussion at the three month comparison
of operations.


Other Expense.  Other expense  increased by $520,000 to $6.1 million for the six
months ended March 31, 2000 from $5.7 million for the six months ended March 31,
1999.

>>   Compensation  and employee  benefits  increased  $279,000 due  primarily to
     having  certain  key  positions  filled  this year  compared  to last year,
     recognition  of $95,000  related to the  restricted  stock plan and certain
     costs related to increased  incentive pay based on production  and earnings
     performance.

>>   Other expenses increased by $241,000 primarily due to the following:

      o   certain Year 2000 costs ($50,000),

      o   direct costs related to stockholder  meetings,  communications,  legal
          matters and new financial  reporting  requirements as a public company
          ($82,000), and

      o   increased  effort  on  charging  off  uncollected  fees and  overdrawn
          accounts ($55,000).

      o   consulting services ($50,000)

      o   supplies and promotional materials related to name change ($20,000)


Liquidity and Capital Resources

The liquidity of a savings institution  reflects its ability to provide funds to
meet loan requests,  to accommodate  possible outflows in deposits,  and to take
advantage  of interest  rate  market  opportunities.  Funding of loan  requests,
providing for liability  outflows,  and management of interest rate fluctuations
require  continuous  analysis  in order  to match  the  maturities  of  specific
categories of short-term  loans and investments  with specific types of deposits
and borrowing.  Savings institution liquidity is normally considered in terms of
the nature and mix of the savings institution's sources and uses of funds.

Asset  liquidity  is provided  through loan  repayments  and the  management  of
maturity  distributions  for  loans  and  securities.  An  important  aspect  of
liquidity lies in  maintaining  sufficient  levels of loans and  mortgage-backed
securities that generate monthly cash flows.

                                       12
<PAGE>

Cash and cash equivalents  increased $562,000 to $3.2 million for the six months
ended  March  31,  2000.  Significant  cash  flows  or uses  (amounts  shown  in
parentheses) were as follows:

                                                                   (In millions)
                                                                    -----------
         Cash used by operations                                      $ (3.4)
         FHLB advances and other borrowings                             39.5
         Increase in net deposits                                       16.4
         Maturities of and repayments on investment securities          10.5
         Purchases of investment securities and FHLB stock             (30.4)
         Net increase in loans                                         (25.5)
         Payments to acquire treasury stock                             (3.6)
         Other - net                                                    (2.9)
                                                                      ------
         Net increase in cash and cash equivalents                   $    .6
                                                                     =======

See "Comparison of Financial Condition at March 31, 2000 and September 30, 1999"
for discussion of significant cash flows.

On March 31, 2000, the Bank was in compliance with its three regulatory  capital
requirements as follows:
                                                 Amount           Percent
                                                 ------           -------
                                           (Dollars in thousands)

Tangible capital .........................     $51,485             9.33%
Tangible capital requirement .............       8,276             1.50
Excess over requirement ..................      43,209             7.83

Core capital .............................     $51,485             9.33%
Core capital requirement .................      22,069             4.00
Excess over requirement ..................      29,416             5.33

Risk based capital .......................     $53,871            15.73%
Risk based capital requirement ...........      27,397             8.00
Excess over requirement ..................      26,474             7.73

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.


Year 2000

Like many financial institutions, the Company relies on computers to conduct its
business and information  systems  processing.  Industry  experts were concerned
that on January 1, 2000,  some computers  might not be able to interpret the new
year properly,  causing  computer  malfunctions.  Some banking  industry experts
remain  concerned  that some  computers may not be able to interpret  additional
dates in the year 2000  properly.  The Company has  operated and  evaluated  its
computer  operating systems following January 1, 2000 and has not identified any
errors or experienced any computer system malfunctions. The Company's management
will continue to monitor its  information  systems to assess whether the systems
are at risk of  misinterpreting  any future dates and will  develop  appropriate
contingency  plans to prevent any potential  system  malfunction  or correct any
system  failures.  The  Company  has  not  been  informed  of any  such  problem
experienced  by its  vendors  or  its  customers,  nor  by any of the  municipal
agencies that provide services to the Company.

                                       13
<PAGE>

Nevertheless,  it is too soon to  conclude  that there will not be any  problems
arising  from the  Year  2000  problem,  particularly  at some of the  Company's
vendors.  The Company will continue to monitor its significant  vendors of goods
and services  with  respect to Year 2000  problems  they may  encounter as those
issues  may effect  the  Company's  ability  to  continue  operations,  or might
adversely  affect the Company's  financial  position,  results of operations and
cash  flows.  The  Company  does not  believe at this time that these  potential
problems  will  materially  impact the ability of the  Company to  continue  its
operations, however, no assurance can be given that this will be the case.

The  expectations  of the  Company  contained  in this  section on Year 2000 are
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform Act of 1995 and involve  substantial  risks and uncertainties
that may cause actual results to differ  materially  from those indicated by the
forward looking  statements.  All forward looking statements in this section are
based on information available to the Company on the date of this document,  and
the Company assumes no obligation to update such forward looking statements.


Impact of Inflation

The  condensed  consolidated  financial  statements  of the  Company  and  notes
thereto, presented elsewhere herein, have been prepared in accordance with GAAP,
which require the  measurement  of financial  position and operating  results in
terms of  historical  dollars  without  considering  the change in the  relative
purchasing power of money over time due to inflation. The impact of inflation is
reflected  in the  increased  cost  of the  Company's  operations.  Unlike  most
industrial  companies,  nearly all the assets and liabilities of the Company are
financial.  As a result,  interest  rates have a greater impact on the Company's
performance  than do the effects of general levels of inflation.  Interest rates
do not  necessarily  move in the same  direction  or to the same  extent  as the
prices of goods and services.


                                       14
<PAGE>



ITEM 3.  Qualitative and Quantitative Disclosure About Market Risk

Qualitative  Analysis.  There have been no material changes from the Qualitative
Analysis   information   regarding  market  risk  disclosed  under  the  heading
"Management of Interest Rate Risk and Market Risk" in the Company's Management's
Discussion and Analysis of Financial Condition and Results of Operations for the
year ended September 30, 1999.

Quantitative  Analysis.  Exposure to interest rate risk is actively monitored by
management.  The  Company's  objective  is to  maintain  a  consistent  level of
profitability  within  acceptable  risk  tolerances  across  a  broad  range  of
potential  interest  rate  environments.  The Company uses the OTS Net Portfolio
Value  ("NPV")  Model to monitor  its  exposure  to  interest  rate risk,  which
calculates  changes in net portfolio value.  Reports  generated from assumptions
provided  and  modified  by  management  are  reviewed  by  the  Asset/Liability
Management  Committee  and  reported to the Board of  Directors  quarterly.  The
Interest  Rate  Sensitivity  of Net  Portfolio  Value Report shows the degree to
which balance sheet line items and net portfolio value are potentially  affected
by a 100 to 300 basis point (1 basis point equals 1/100th of a percentage point)
upward and downward parallel shift (shock) in the Treasury yield curve.

 Since the OTS Net Portfolio  Value ("NPV") Model measures  exposure to interest
rate risk of the Bank to  assure  capital  adequacy  for the  protection  of the
depositors,  only  the  Bank's  financial  information  is used  for the  model.
However,  the Bank is the only subsidiary and significant  asset of the Company,
therefore the OTS NPV model  provides a reliable basis upon which to perform the
quantitative  analysis.  The  following  table  presents the Company's NPV as of
December 31, 1999.  The results of the NPV model are not yet available for March
31, 2000, but no significant  changes are anticipated in the NPV as a Percentage
of  Present  Value  of  Assets.  The NPV was  calculated  by the  OTS,  based on
information provided by the Company.
<TABLE>
<CAPTION>
                                Net Portfolio Value ("NPV")             NPV as % of Present Value of Assets
                                --------------------------              ---------------------------------------
       Change                                                                                      Basis Point
      in Rates          $ Amount               $ Change       % Change          NPV Ratio            Change
      --------          --------              ---------       --------          ---------            ------
                                      (Dollars in thousands)
<S>                 <C>                    <C>                 <C>             <C>               <C>
     +300 bp            15,803                -36,621             -70%             3.31%            -671 bp
     +200 bp            27,449                -24,975             -48%             5.58%            -444 bp
     +100 bp            49,744                -12,680             -24%             7.84%            -219 bp
        0 bp            52,424                                                    10.03%
     -100 bp            60,247                 +8,823             +17%            11.45%            +142 bp
     -200 bp            69,006                +16,581             +32%            12.64%            +261 bp
     -300 bp            75,844                +23,420             +45%            13.64%            +361 bp
</TABLE>

The OTS  defines the  sensitivity  measure as the change in NPV Ratio with a 200
basis point shock.  The Bank's  sensitivity  measure  reflects a 444 basis point
decline in NPV ratio as of December 31,  1999.  This  compares to a  sensitivity
measure of 280 basis points as of September 30, 1999.  Without detailing all the
assumptions  included in the OTS NPV model,  the following  comments are made to
discuss what Bank actions or strategies are addressing the  sensitivity  measure
indicators.

>>   Reviewing  the  average  lives and  durations  of its loans and  investment
     securities,
>>   Reviewing deposit offerings and alternative funding sources to better match
     the  durations  of  the  assets,
>>   Considering an additional capital contribution from the Company to the Bank
     (the Company has over $7 million in capital that could be contributed),
>>   Performing,  on a quarterly basis, a dynamic business  simulation that more
     clearly  reflects  an on-going  business  assumption,  rather than  relying
     solely on the OTS model which more closely approximates a liquidation value
     model.

                                       15
<PAGE>

                              FLORIDAFIRST BANCORP
                                     PART II

ITEM 1.   LEGAL PROCEEDINGS

          Neither the  Company nor the Bank was engaged in any legal  proceeding
          of a material nature at March 31, 2000. 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  interests,  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 March 31,
          2000 that would have a material  effect on the operations or income of
          the Company or the Bank, taken as a whole.


ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

          Not applicable.


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          Not applicable.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          The annual meeting of  stockholders of the Company was held on January
          28, 2000 to elect a director and ratify the appointment of independent
          auditors.  The stockholders  reelected Nis H. Nissen, III to the Board
          of Directors  for a three-year  term and ratified the  appointment  of
          KPMG LLP as independent  auditors for the fiscal year ending September
          30, 2000.  In addition,  the Board of Directors  elected Mr. Nissen to
          serve as its new chairman,  succeeding  Mr.  Charles W. Bovay upon his
          retirement from the Board.

          The results of voting are shown for each matter considered.

          Director election:

          Nominee                Votes For       Votes Withheld
          -------                ---------       --------------
          Nis H. Nissen, III     5,217,454           81,909

          Auditor ratification:   Votes For     Votes Withheld       Abstentions
                                  ---------     --------------       -----------
                                  5,253,295         38,248              7,820


ITEM 5.   OTHER INFORMATION

          On February 25, 2000 the Board of Directors of the Company  declared a
          dividend  distribution  of $0.04 per share for the quarter ended March
          31, 2000, based upon the number of shares  outstanding as of March 15,
          2000 on the Company's  outstanding  common stock,  payable on April 1,
          2000, to stockholders of record as of March 15, 2000.

                                       16
<PAGE>




ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                  (a)     Exhibits - None

                  (b)     Reports on Form 8-K

                  The Company filed a current report on Form 8-K (Items 5 and 7)
                  with the  Securities and Exchange  Commission,  dated February
                  28,  2000,  announcing  that it had  completed  its 15%  stock
                  repurchase  plan,  representing  405,578  shares at an average
                  price of $8.89. In addition, the Company announced that it has
                  received  approval  from the Office of Thrift  Supervision  to
                  repurchase 108,154 shares for the FloridaFirst Bank Restricted
                  Stock Plan.












                                       17




<PAGE>



                              FLORIDAFIRST BANCORP

                                   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.


                              FLORIDAFIRST BANCORP




Date: May 10, 2000            By:      /s/Gregory C. Wilkes
                                       ----------------------------------------
                                       Gregory C. Wilkes
                                       President and Chief Executive Officer
                                       (Principal Executive Officer)



Date: May 10, 2000            By:      /s/Kerry P. Charlet
                                       ----------------------------------------
                                       Kerry P. Charlet
                                       Chief Financial Officer
                                       (Principal Accounting Officer)