SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------
                                    FORM 10-Q
(Mark One)
<TABLE>
<CAPTION>
<S>   <C>

 X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
---

For the quarterly period ended                        June 30, 1999
                               -------------------------------------------------

                                                         OR

o      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
</TABLE>
For the transition period from                 to
                               ----------------   -----------------

                         Commission file number 0-25693
                                                -------

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

<TABLE>
<CAPTION>
<S>     <C>                                                              <C>
         United States                                                     59-3545582
------------------------------                                             ----------
(State or other jurisdiction of incorporation or organization)            (I.R.S. employer identification no.)
</TABLE>

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

Registrant's telephone number, including area code    (941) 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 August 11, 1999.

          Class                                                 Outstanding
---------------------------                                  -----------------
$.10 par value common stock                                   5,752,875 shares


<PAGE>
                              FLORIDAFIRST BANCORP
                                    FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 30, 1999

                                      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............................    7
Item 3.  Quantitative and Qualitative Disclosure About Market Risk.........   16

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.................................................   17
Item 2.  Changes in Securities.............................................   17
Item 3.  Defaults upon Senior Securities...................................   17
Item 4.  Submission of Matters to a Vote of Security Holders...............   17
Item 5.  Other Information.................................................   17
Item 6.  Exhibits and Reports on Form 8-K..................................   18

SIGNATURES.................................................................   19


<PAGE>

                              FLORIDAFIRST BANCORP
            Condensed Consolidated Statements of Financial Condition
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                       June 30,          September 30,
ASSETS                                                                   1999              1998
                                                                    ---------------    --------------
                                                                             (In thousands)
<S>                                                                     <C>               <C>
Cash and cash equivalents                                                  $ 2,687           $ 5,217
Investment securities available for sale, at fair value                     54,748            42,225
Investment securities held to maturity, market value
    $12,803  and $18,524                                                    12,927            18,736
Loans receivable, net of allowance for loan losses of
    $2,866 and $2,564                                                      377,205           338,610
Premises and equipment, net                                                  6,802             6,845
Accrued interest receivable                                                  2,536             2,398
Other assets                                                                 6,276             5,010
                                                                    ---------------    --------------
                     Total assets                                         $463,181          $419,041
                                                                    ===============    ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Deposits                                                                  $337,544          $352,180
Federal Home Loan Bank advances                                             60,000            21,000
Other liabilities                                                            4,702             9,754
                                                                    ---------------    --------------
                     Total liabilities                                     402,246           382,934
                                                                    ---------------    --------------
Commitments and contingencies                                                   --                --

Stockholders' equity:
    Common stock, $ .10 par value, 18,000,000 shares authorized,
         5,752,875 outstanding                                                 575
    Additional paid-in capital                                              25,124
    Retained income                                                         38,218            35,887
    Unallocated shares held by the ESOP                                     (2,163)                -
    Accumulated other comprehensive income (loss)                             (819)              220
                                                                    ---------------    --------------
                     Total stockholders' equity                             60,935            36,107
                                                                    ---------------    --------------
                     Total liabilities and stockholders' equity           $463,181          $419,041
                                                                    ===============    ==============
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.

                                       1
<PAGE>
                              FLORIDAFIRST BANCORP
                  Condensed Consolidated Statements of Earnings
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                              For the Three Months ended        For the Nine Months ended
                                                                      June 30,                          June 30,
                                                           ------------------------------    ------------------------------
                                                               1999            1998              1999            1998
                                                           --------------  --------------    --------------  --------------
                                                                   (In thousands)                    (In thousands)
<S>                                                            <C>             <C>              <C>             <C>
Interest income:
Loans                                                            $ 7,157         $ 6,527          $ 21,055        $ 20,872
Investments and other                                              1,056           1,161             2,947           3,950
                                                           --------------  --------------    --------------  --------------
       Total interest income                                       8,213           7,688            24,002          24,822
                                                           --------------  --------------    --------------  --------------
Interest expense:
Deposits                                                           3,578           4,485            11,167          14,719
Federal Home Loan Bank advances                                      521               7             1,431               7
                                                           --------------  --------------    --------------  --------------
       Total interest expense                                      4,099           4,492            12,598          14,726
                                                           --------------  --------------    --------------  --------------
       Net interest income before loan loss provision              4,114           3,196            11,404          10,096
Provision for loan losses                                            120             100               420             305
                                                           --------------  --------------    --------------  --------------
       Net interest income                                         3,994           3,096            10,984           9,791
                                                           --------------  --------------    --------------  --------------
Other income:
Fees and service charges                                             308             222               849             788
Gain on sale of branches                                               -               -               164           3,016
Other, net                                                            43             148               123             276
                                                           --------------  --------------    --------------  --------------
                  Total other income                                 351             370             1,136           4,080
                                                           --------------  --------------    --------------  --------------
Other expenses:
Compensation and employee benefits                                 1,470           1,262             4,322           4,245
Occupancy and equipment costs                                        470             404             1,419           1,267
Marketing                                                            175             104               432             377
Data processing costs                                                132             126               391             391
Federal insurance premiums                                            53              94               165             280
Other                                                                639             610             1,781           2,121
                                                           --------------  --------------    --------------  --------------
       Total other expenses                                        2,939           2,600             8,510           8,681
                                                           --------------  --------------    --------------  --------------
       Income before income taxes                                  1,406             866             3,610           5,190
Income tax expense                                                   466             272             1,279           1,681
                                                           --------------  --------------    --------------  --------------
       Net income                                                  $ 940           $ 594           $ 2,331         $ 3,509
                                                           ==============  ==============    ==============  ==============
Basic net income per share                                        $ 0.17
                                                           ==============
Weighted average number of shares outstanding                  5,541,374
                                                           ==============
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.

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

                                                       For The Nine Months
                                                          Ended June 30,
                                                        1999        1998
                                                      ---------  ---------
                                                          (In thousands)
Operating activities:
Net income                                             $ 2,331     $ 3,509
Adjustments to reconcile net income to net cash used
in operating activities:
   Provision for loan losses                               420         305
   Depreciation                                            558         452
   Gain on sale of branches and related deposits          (164)     (3,016)
   Decrease (increase) in accrued interest receivable     (138)        254
   Decrease (increase)  in other assets                   (768)      1,223
   (Decrease) increase in other liabilities             (5,256)       (787)
                                                       --------   ---------
       Net cash used in operating activities            (3,017)      1,940
                                                       --------   ---------
Investing activities:
Proceeds from calls, maturities and repayment of
investment securities                                   23,191      40,437
Increase in loans, net                                 (38,939)    (20,726)
Purchase of investments available for sale             (31,518)    (24,863)
Purchases of premises and equipment                       (490)       (264)
Proceeds on sale of premises and equipment                 343
Cash transferred in connection with sale
       of branches, net                                     --      (7,170)
                                                       --------   ---------
       Net cash used in investing activities           (47,413)    (12,586)
                                                       --------   ---------
Financing activities:
Net (decrease) increase in deposits                    (14,636)     (6,559)
Net increase in FHLB advances                           39,000       5,000
Net proceeds received from issuance of common stock     23,536           -
                                                       --------   ---------
       Net cash provided by financing activities        47,900      (1,559)
                                                       --------   ---------
       Net increase in cash                             (2,530)    (12,205)
Cash and cash equivalents at beginning of period         5,217      21,842
                                                       --------   ---------
Cash and cash equivalents at end of period             $ 2,687     $ 9,637
                                                       ========   =========

Supplemental disclosure of cash flow information:
Cash paid during the year for:
     Interest                                         $ 12,404    $ 14,721
                                                       ========   =========
     Taxes                                               $ 931     $ 1,056
                                                       ========   =========

Supplemental disclosure of non-cash information:
   Additions to investment in real estate acquired
   through foreclosure                                 $    76     $ 1,468
                                                       ========   =========
Change in unrealized gain (loss) on investments
     available for sale, net of
     deferred tax benefit of $(574) and $(9)           $ (1,039)     $ (17)
                                                       ========   =========
   Net assets transferred in connection with
     branch sale:
     Loans receivable                                             $ 44,607
     Premises and equipment                                            705
     Deposits                                                       55,498
                                                                  =========

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 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  June 30,  1999 and 1998 are not  necessarily  indicative  of the
results  which may be expected for the entire  fiscal year or any other  period.
The  condensed  financial  statements  as of and for the  three  and nine  month
periods  ended June 30,  1999 and 1998  include the  accounts  of First  Federal
Florida  (the  "Bank")  which,  as  discussed in Note 2, 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 financial statements and
related notes,  which are incorporated by reference in the Company's  Prospectus
dated February 12, 1999.

Note 2 - MUTUAL HOLDING COMPANY REORGANIZATION AND STOCK ISSUANCE

On April 6, 1999,  the Bank  completed its mutual to stock  conversion  ("Mutual
Holding  Company  Reorganization  and Stock  Issuance").  In connection with the
Mutual Holding Company Reorganization and Stock Issuance,  FloridaFirst Bancorp,
a federally chartered corporation,  sold 2,703,851 shares (or 47%) of its common
stock in a  subscription  offering at $10.00 per share and issued the  remaining
53% to FloridaFirst  Bancorp MHC. A total of 5,752,875 shares of common stock of
FloridaFirst  Bancorp were issued in connection  with the Mutual Holding Company
Reorganization and Stock Issuance.  Upon completion of these  transactions,  the
Bank became the wholly owned subsidiary of FloridaFirst Bancorp.

Gross  proceeds  from the stock  issuance of $27.0  million were reduced by $1.2
million in  subscription  related  expenses  and  $100,000  initial  capital for
FloridaFirst Bancorp MHC ("MHC"),  leaving net proceeds of the offering of $25.7
million.  The Company recorded  $575,288 as capital stock based on the 5,752,875
shares issued  (3,049,024 were issued to the MHC) at a $.10 par value,  with the
remaining  $25.1 million  recorded as  additional  paid-in  capital.  Of the net
proceeds,  the Company contributed $12.9 million to the Bank in exchange for all
of its outstanding shares of stock.

The common  stock of the Company  began  trading on the Nasdaq  National  Market
under the symbol "FFBK" on April 7, 1999.

Note 3 - RECENT ACCOUNTING PRONOUNCEMENTS

Comprehensive  Income.  Effective  October 1, 1998, the Company adopted SFAS No.
130,  Reporting  Comprehensive  Income.  SFAS No. 130 establishes  standards for
reporting and display of  comprehensive  income and its components in a full set
of general  purpose  financial  statements.  Under SFAS No.  130,  comprehensive
income  is  divided  into net  income  and  other  comprehensive  income.  Other
comprehensive income includes items previously recorded directly in equity, such
as  unrealized  gains or losses on securities  available for sale.  SFAS No. 130
requires  total  comprehensive  income and its  components  to be  reported in a
financial statement with equal prominence as other financial statements.


                                       4
<PAGE>

Comprehensive income for the periods presented was as follows:
<TABLE>
<CAPTION>
                                           ---------------- ----------------- ----------------- ----------------
                                           Three Months     Three Months      Nine Months       Nine Months
                                              Ended            Ended             Ended             Ended
                                           June 30, 1999    June 30, 1998     June 30, 1999     June 30, 1998
----------------------------------------------------------------------------------------------------------------
<S>                                          <C>               <C>              <C>              <C>
Net income                                    $940,000          $594,000         $2,331,000       $3,509,000
------------------------------------------ ---------------- ----------------- ----------------- ----------------
Other comprehensive income (loss)             (776,100)          (52,000)        (1,039,000)         (17,000)
------------------------------------------ ---------------- ----------------- ----------------- ----------------
Comprehensive income                          $163,900          $542,000         $1,292,000       $3,492,000
------------------------------------------ ---------------- ----------------- ----------------- ----------------
</TABLE>

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

Segments of an Enterprise and Related Information. In June 1997, the FASB issued
SFAS  No.  131,   Disclosures  About  Segments  of  an  Enterprise  and  Related
Information,  which changes the way public  companies report  information  about
segments  of  their  business  and  requires  them to  report  selected  segment
information  in their  quarterly  reports  issued to  stockholders.  Among other
things,  SFAS No. 131 requires public companies to report (a) certain  financial
and  descriptive   information  about  its  reportable  operating  segments  (as
defined); and (b) certain  enterprise-wide  financial information about products
and  services,  geographic  areas,  and major  customers.  The required  segment
financial  disclosures  include a measure  of profit or loss,  certain  specific
revenue and expense items, and total assets. The Company adopted SFAS NO. 131 on
October 1, 1998.  However,  no specific segment disclosure is required since the
Company views its operations as a single segment.

Employers'  Disclosure  About  Pensions and Other  Postretirement  Benefits.  In
February  1998,  the FASB  issued  SFAS No.  132,  Employers'  Disclosure  About
Pensions  and Other  Postretirement  Benefits.  SFAS No. 132 revises  employers'
disclosures  about pension and other  postretirement  benefit plans. It does not
change  the  measurement  or  recognition  of those  plans.  SFAS No. 132 became
effective for the Company on October 1, 1998. Adoption of this statement did not
have a  material  effect on the  Company's  financial  condition  or  results of
operations.

Accounting for Derivative Instruments and Hedging Activities.  In June 1998, the
FASB issued SFAS No. 133,  Accounting  for  Derivative  Instruments  and Hedging
Activities.  SFAS No. 133  establishes  accounting  and reporting  standards for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts  (collectively  referred  to as  derivatives),  and for hedging
activities.  It requires  that an entity  recognize  all  derivatives  as either
assets or liabilities  in the statement of financial  position and measure those
instruments  at fair value.  FASB has delayed the effective date of SFAS No. 133
until  fiscal  quarters  beginning  after June 15, 2000 by issuing SFAS No. 137,
Accounting for Derivative  Instruments and Hedging  Activities - Deferral of the
Effective Date of FASB Statement No. 133.. Initial application of this Statement
should be as of the  beginning  of an  entity's  fiscal  quarter.  On that date,
hedging  relationships  must be designated  anew and documented  pursuant to the
provisions of SFAS No. 133. Earlier application of all of the provisions of SFAS
No. 133 is  encouraged,  but it is  permitted  only as of the  beginning  of any
fiscal  quarter that begins after  issuance of this  Statement.  This  Statement
should not be applied  retroactively  to financial  statements of prior periods.
SFAS  No.  133 is not  expected  to  have a  material  impact  on the  Company's
financial statement presentations.

Note 4 - SALE OF BRANCHES

On October 29, 1997,  the Bank entered into an agreement  (the "Branch Sale") to
sell  substantially  all of the loans,  with a  majority  of the loans sold on a
servicing-released   basis,   and   certain   liabilities   (primarily   deposit
liabilities) of its branches  located in north Florida.  The sale included loans
at 80% of the deposit  liability.  The  remaining 20% of the purchase was funded
with cash. The sale also included the branch buildings, except for two buildings
that were closed by the Bank because the Bank is precluded  from  conducting any
further business at those locations.  The transaction was completed  January 30,
1998. Assets of approximately  $52.5

                                       5
<PAGE>

million,  including loans of $44.6 million,  property and equipment of $705,000,
cash of $10.1 million, and liabilities  consisting primarily of deposit accounts
of $55.5 million, were sold for a gain of approximately $3.0 million.

Of the remaining two branch buildings, the Bank realized a gain of $164,000 from
the sale of one branch in March 1999 and the other  branch was sold in May 1999.
The gain of  $204,000  ($133,000  net of taxes) for the May branch sale has been
deferred because the Bank has agreed to indemnify the purchaser for the costs of
obtaining closure with state environmental  authorities  regarding the necessity
of further remediation of certain environmental contamination on the site due to
outside  sources.  As soon as  these  costs  are  reasonably  determinable,  any
remaining gain will be recognized as income.


Note 5 - EMPLOYEE STOCK OWNERSHIP PLAN

An employee stock ownership plan (the ESOP") was established January 1, 1999 for
the  exclusive  benefit of  participating  employees of the Bank.  Participating
employees are employees who have completed one year of service with the Bank and
have  attained  the age of 21. Upon  completion  of the Mutual  Holding  Company
Reorganization  and Stock  Issuance,  the ESOP  acquired 8% of the total  shares
(216,308 shares) issued to public stockholders.  The purchase was funded through
a loan obtained from the Company.  The loan is expected to be repaid over a term
of ten years at an annual  interest rate equal to the  prevailing  prime rate of
interest.  The loan is secured by the shares  purchased and earnings of the ESOP
assets.

When a principal  payment is made on the loan, a pro-rata  number of shares will
be allocated to the eligible  employees in accordance with the provisions of the
ESOP . The outstanding  principal  balance of the ESOP loan will be treated as a
reduction in stockholders'  equity.  ESOP shares scheduled to be released at the
ESOP's  year end will be  included  as shares  outstanding  for  calculation  of
earnings per share on a pro-rata basis throughout the year.

Note 6 - NET INCOME PER SHARE OF COMMON STOCK

Basic net income per share of common  stock for the quarter  ended June 30, 1999
has been computed by dividing net income for the period by the weighted  average
number of shares outstanding.  Shares of common stock purchased by the ESOP (see
Note 5) are  only  considered  outstanding  when  the  shares  are  released  or
committed to be released for  allocation  to  participants.  The ESOP  initially
purchased  216,308  shares,  of which 21,631 are scheduled to be released at the
end of the plan year.  The Company has  determined  that 2,403  shares per month
will be added  to the  outstanding  shares  on a  monthly  basis  from  April to
September 1999. Since the Company currently does not have any additional debt or
equity  instruments,  no presentation is required for potential  dilution in per
share earnings.

Note 7 - PENSION PLAN TERMINATION

On September 28, 1998, the Board of Directors of the Bank froze benefit accruals
for the defined  benefit pension plan (the "Plan")  effective  November 3, 1998.
The Bank terminated the Plan on April 14, 1999 by distributing  the participants
their full  present  value of  accrued  benefits  based on the Plan  liquidation
guidelines,  as  prescribed by the Internal  Revenue Code.  The Bank funded $1.3
million to the Plan,  which when  combined  with  other  Plan  assets,  provided
sufficient  assets to distribute to or purchase  annuities for Plan participants
to satisfy the present value of the calculated benefit obligations. The Bank had
adequately accrued for the benefits as of September 30, 1998.

                                       6
<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 June 30, 1999 and September 30, 1998

Assets.  Total assets  increased  $44.1 million,  or 10.5%, to $463.1 million at
June 30, 1999 from $419.0  million at September 30, 1998.  The increase in total
assets resulted primarily from a $38.6 million, or a 15.2% annualized  increase,
in the loan portfolio attributable to strong loan demand in our market areas and
a $6.7 million increase in investment  securities.  The net growth in investment
securities  occurred  mainly in June 1999 as the Company  began to leverage  the
balance sheet to utilize the higher level of capital as noted below.

Management plans to focus on loan growth to effectively utilize the new capital.
However,  the Company's  plans include the purchase of investment  securities or
loans to increase its asset size to leverage the higher level of capital.

Liabilities.  Total  liabilities  increased  $19.3  million,  or 5.0%, to $402.2
million at June 30, 1999 from $382.9 million at September 30, 1998. The increase
in total  liabilities  resulted  primarily  from a $39.0 million net increase in
FHLB  advances  utilized to  partially  fund the loan growth and the net deposit
outflow of $14.6  million and a $4.6  million  decrease in amounts due to banks.
The decrease in deposits resulted from an outflow of certificates of deposit due
to the current  interest rate environment for short-term fixed rate deposits and
consumers' preferences for alternative investment opportunities.

Management  continues  to evaluate  the  available  funding  sources,  including
interest and other costs of funding,  maturity  considerations  and the types of
assets being funded.

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

0    net proceeds of the stock offering (see Note 2) of $25.7 million

                                       7
<PAGE>

0    net income for the nine months ended June 30, 1999 of $2.3 million

0    change in  accumulated  other  comprehensive  income (loss) of $1.0 million
     (attributable to the net unrealized loss on investments available for sale)

0    ESOP loan outstanding of $2.2 million.

The net unrealized loss on investments  available for sale relates  primarily to
the increasing level of interest rates over the past several months.  Increasing
rates  reduce the value of certain  investments  held for sale that have  longer
average lives.

At June 30, 1999 the  Company's  stockholders'  equity as a percentage  of total
assets was 13.16%.  As discussed in Note 2, the Company utilized part of the net
stock  proceeds to  contribute  $12.9  million in capital to the Bank.  See also
"Liquidity and Capital Resources" discussion.

Comparison  of  Operating  Results for the Three  Months Ended June 30, 1999 and
June 30, 1998

Net Income.  Net income for the three months ended June 30, 1999 increased 58.2%
to $940,000,  compared to $594,000  for the same period in 1998.  Net income for
the three  months  ended  June 30,  1999  included  use 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  $898,000,  or 29.0%,  for the three months ended
June 30,  1999  compared  to the same  period  in 1998.  This  increase  results
primarily  from an  increase in  interest  income of $525,000  and a decrease in
interest expense of $393,000.  Other expenses  increased to $2.9 million for the
three  months  ended June 30, 1999 from $2.6  million for the three months ended
June 30,  1998,  due  primarily  to  increased  personnel  costs  and  marketing
expenditures.

Interest  Income.  Total interest income increased to $8.2 million for the three
months  ended  June 30,  1999 from  $7.7  million  for the same  period in 1998,
resulting from the $43.2 million, or 10.7%, increase in average interest-earning
assets,  partially offset by a 26 basis point decrease in the overall  portfolio
yield. Average interest-earning assets increased to $448.3 million for the three
months  ended June 30, 1999 from $405.1  million for the three months ended June
30, 1998.  Average loans outstanding  accounted for the growth. The average rate
earned on interest-earning  assets decreased to 7.33% for the three months ended
June 30, 1999 from 7.59% for the three months ended June 30, 1998.

Interest income on loans increased $630,000 to $7.1 million for the three months
ended June 30, 1999 from $6.5  million for the three months ended June 30, 1998.
This  increase  reflects  the strong loan demand in our market areas and focused
efforts from our lending  personnel.  Average loans increased $46.7 million,  or
14.2%  during  the  comparable  periods.  The  growth  occurred  in all areas as
annualized growth in average mortgage loans was 11.7%, consumer loans 15.6%, and
commercial  loans 36.0%. The strong loan growth however was offset by a 32 basis
point  decrease in the average  yield on loans,  reflecting  the lower  interest
rates during much of the comparable periods.

Interest  income  on  investment  securities  and  other  investments  decreased
$105,000  to $1.1  million  for the three  months  ended June 30, 1999 from $1.2
million for the three months ended June 30, 1998.  This  decrease was  primarily
the result of a $3.5 million  decrease in average  balances to $72.3  million in
1999 from  $75.8  million  in 1998.  The  decrease  in the  average  balance  of
investment  securities  was primarily due to maturities  and calls on investment
securities.  The cash from these  activities  was used to fund new loan  growth.
Also the average  yield on the  portfolio  decreased  by 28 basis  points  since
yields on the  reinvestment  of  available  assets  have  decreased  because the
portfolio  strategy is to diversify the  investment  portfolio to provide stable
cash flows. Additionally, certain adjustable rate investments with lower coupons
were  purchased  to protect  against  rising  rates,  while  other  longer  term
investments were made to protect against declining rates.


                                       8
<PAGE>

Interest  Expense.  Total interest  expense  decreased by $393,000 for the three
months ended June 30, 1999 from $4.5 million for the three months ended June 30,
1998,  resulting primarily from a 54 basis point decrease in the average cost of
funds  that  was  offset  by  a  2.5%   increase  in  average   interest-bearing
liabilities.  Average  interest-bearing  liabilities increased to $372.5 million
for the three  months  ended June 30,  1999 from  $363.4  million  for the three
months ended June 30, 1998. The increase is attributable  primarily to increased
FHLB advances  utilized to fund the outflow of certificate  accounts and support
the loan growth. The average interest rate paid on interest-bearing  liabilities
was 4.40% for the three  months  ended June 30,  1999  compared to 4.94% for the
three months ended June 30, 1998. The decrease in rates paid on interest-bearing
liabilities  reflects market rates as well as management's  decision to use FHLB
advances  to  control  its cost of funds and to  lengthen  the  maturity  of its
liabilities.

Interest  expense on deposits  decreased  $907,000 to $3.6 million for the three
months ended June 30, 1999 from $4.5  million for the same period in 1998.  This
decrease was a result of a decrease of $32.6  million in the average  balance of
interest-bearing  deposits to $330.2 million in 1999 from $362.8 million in 1998
and a  decrease  of 61 basis  points in the  average  rate to 4.33% in 1999 from
4.94% in 1998. The decrease in the average balance of interest-bearing  deposits
resulted primarily from the decision to use FHLB advances as a funding source.

The average  balance of FHLB  advances in the three  months  ended June 30, 1999
were $42.3 million at an average cost of 4.93%. The first FHLB advance was taken
in  late  June  1998  which  had  little  impact  on  the  June  1998  financial
information.

Provision  for Loan Losses.  The  provision for loan losses was $120,000 for the
three months ended June 30, 1999,  reflecting the growth in the loan  portfolio,
compared to $100,000 for the three months ended June 30, 1998. The allowance for
loan  losses  increased  $302,000  to $2.9  million  at June 30,  1999 from $2.6
million at September 30, 1998. The current  allowance  represents  .76% of total
loans  outstanding at June 30, 1999. The Bank had net charge-offs of $56,000 for
the three months ended June 30, 1999 compared to net charge-offs of $153,000 for
the three months ended June 30, 1998.

Other Expense. Other expense increased by $339,000 to $2.9 million for the three
months ended June 30, 1999 from $2.6 million for the three months ended June 30,
1998. Compensation and employee benefits increased $208,000 due to certain costs
related  to new hires  and  increased  incentive  pay  based on  production  and
earnings   performance.   In   addition,   benefit   programs,   including   the
implementation  of an employee  stock  ownership  plan,  were changed to be more
competitive in the banking environment.  Marketing related expenses increased by
$71,000 due to the Bank's marketing programs increasing efforts to differentiate
the Bank from its large institutional competitors.

Management  expects  increased  expenses  in  the  future  as a  result  of  the
establishment  of the employee stock  ownership  plan,  potential  stock benefit
plans, and the adoption of the directors and executive retirement plans, as well
as  increased  costs  associated  with being a public  company  (e.g.,  periodic
reporting,  annual meeting  materials,  transfer agent,  professional  and stock
listing fees).

Comparison of Operating Results for the Nine Months Ended June 30, 1999 and June
30, 1998

Net Income.  Net income for the nine months ended June 30, 1999 decreased  34.3%
to $2.3  million,  compared to $3.5  million  for the same  period in 1998.  Net
income for the nine  months  ended June 30,  1998  included an after tax gain of
$1,950,000  from the sale of certain  branches  and related  deposits to another
financial institution.

Net interest income increased $1.2 million,  or 12.2%, for the nine months ended
June 30, 1999 compared to


                                        9
<PAGE>

the same period in 1998.  This  increase  resulted  from a reduction in interest
expense of $2.1 million,  which was partially  offset by a $820,000  decrease in
interest income and a $115,000 increase in the provision for loan losses.  Other
income  decreased  to $2.9  million for the nine months ended June 30, 1999 from
$4.1 million for the nine months ended June 30, 1998,  resulting  primarily from
the $3.0 million gain on the Branch Sale. Other expenses  decreased  slightly to
$8.5  million for the nine months  ended June 30, 1999 from $8.7 million for the
nine months ended June 30, 1998,  due  primarily to cost savings  related to the
Branch Sale.

Interest  Income.  Total interest income decreased to $24.0 million for the nine
months ended June 30, 1999 from $24.8 million for the nine months ended June 30,
1998, as a result of a 27 basis point decrease in the overall  portfolio  yield.
Average  interest-earning assets were virtually unchanged,  increasing to $429.4
million for the nine months ended June 30, 1999 from $428.4 million for the nine
months ended June 30, 1998. The transfer of $44.6 million in loans in the Branch
Sale was offset by new loan growth. The average rate earned on  interest-earning
assets decreased to 7.45% for the nine months ended June 30, 1999 from 7.72% for
the nine months ended June 30, 1998, a decrease of 27 basis points.

Interest income on loans increased $183,000 to $21.1 million for the nine months
ended June 30, 1999 from $20.9  million for the nine months ended June 30, 1998.
This increase is attributable  primarily to overall loan growth, offset somewhat
by a 39 basis points  decrease in the yield on loans during the comparable  nine
month  periods  from 8.13% to 7.74%,  reflecting  the overall  trend in interest
rates  during  much  of  the  comparable  periods,   substantial  refinance  and
modification activities on mortgage loans and increasing competitiveness for new
loan business in all areas. Average loans outstanding increased by $20.3 million
to $362.8 for the nine months  ended June 30, 1999.  This  increase in balances,
despite the  transfer of loans noted  above,  reflects the strong loan demand in
our market areas.

Interest income on investment  securities and other  investments  decreased $1.0
million  to $2.9  million  for the nine  months  ended  June 30,  1999 from $3.9
million for the nine months ended June 30, 1998. This decrease was primarily the
result of a $19.3  million  decrease in the average  balance to $66.6 million in
1999 from  $85.9  million  in 1998.  The  decrease  in the  average  balance  of
investment  securities  was primarily due to maturities  and calls on investment
securities.  The cash from these  activities  were used to fund new loan growth.
Also the  average  yield on the  portfolio  decreased  by 23 basis  points.  See
discussion of the lower yields in the three month comparison narrative.

Interest  Expense.  Total  interest  expense  decreased by $2.1 million to $12.6
million for the nine months ended June 30, 1999 from $14.7  million for the nine
months  ended  June  30,  1998,  as a  result  of a  5.3%  decrease  in  average
interest-bearing  liabilities  and a 49 basis point decrease in the average cost
of funds. Average  interest-bearing  liabilities decreased to $370.7 million for
the nine  months  ended June 30,  1999 from  $391.3  million for the nine months
ended June 30, 1998. The decrease is attributable to the sale of deposits in the
Branch Sale,  offset by increased  funding required to support the asset growth.
The average interest rate paid on interest-bearing liabilities was 4.53% for the
nine months ended June 30, 1999 compared to 5.02% for the nine months ended June
30,  1998,  a  decrease  of 49 basis  points.  The  decrease  in  rates  paid on
interest-bearing liabilities reflects market rates of interest in the comparable
periods as well as  management's  decision  to use FHLB  advances to control its
cost of funds and to lengthen the maturity of its liabilities.

Interest  expense on deposits  decreased  $3.5 million to $11.2  million for the
nine  months  ended June 30, 1999 from $14.7  million for the nine months  ended
June 30, 1998.  This decrease was a result of a decrease of $59.8 million in the
average  balance of  interest-bearing  deposits  to $331.3  million in 1999 from
$391.1  million in 1998 and a decrease of 53 basis points in the average rate to
4.49% in 1999  from  5.02% in 1998.  The  decrease  in the  average  balance  of
interest-bearing  deposits  resulted  from the $55.5 million in deposits sold in
the Branch Sale and a decision to use FHLB advances as a funding source.

The average balance of FHLB advances in the nine months ended June 30, 1999 were
$39.4  million at an average cost of 4.85%.  The first FHLB advance was taken in
late June 1998, which had little impact on the June 1998 financial information.


                                       10
<PAGE>

Provision  for Loan Losses.  The  provision for loan losses was $420,000 for the
nine months ended June 30, 1999,  reflecting  the growth in the loan  portfolio,
compared to $305,000 for the nine months ended June 30, 1998.  The allowance for
loan losses  increased  $302,000 to $2.9 million at September 30, 1999 from $2.6
million at June 30, 1998. The current  allowance  represents .76% of total loans
outstanding at June 30, 1999.  The Bank had net  charge-offs of $119,000 for the
nine months ended June 30, 1999 compared to net  charge-offs of $278,000 for the
nine months ended June 30, 1998.

Other Income. The decrease in Other income is attributable primarily to the $3.0
gain realized through the Branch Sale in 1998.

Other Expense.  Other expense decreased by $171,000 to $8.5 million for the nine
months  ended June 30, 1999 from $8.7 million for the nine months ended June 30,
1998.  Compensation and employee benefits  increased $77,000 due to the addition
of new staff personnel to enhance the transition  into a full service  community
bank. In addition,  benefit  programs were changed to be more competitive in the
banking  environment.  These  increases  were  partially  offset by cost savings
realized  through the Branch Sale.  Occupancy and equipment  costs increased 12%
due to the  installation  and  maintenance of ATM's at five branches,  a general
increase in the upkeep of existing  facilities  and certain costs related to the
relocation of a leased branch site.  Other  expenses  decreased  $340,000 due to
general banking and loan related expenses that were saved in connection with the
Branch Sale.

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.

Cash and cash  equivalents  decreased  $2.5 million to $2.7 million for the nine
months ended June 30, 1999.  Significant  cash flows or uses  (amounts  shown in
parentheses) were as follows:

                                                                   (In millions)
                                                                    -----------
         Cash used in operations                                      $  (3.0)
         FHLB advances                                                   39.0
         Decrease in net deposits                                       (14.6)
         Maturities of and repayments on investment securities           23.2
         Purchases of investment securities                             (31.5)
         Net increase in loans                                          (38.9)

                                       11
<PAGE>
         Net funds received from stock subscriptions                     23.5
         Other - net                                                      (.2)
                                                                     --------
         Net decrease in cash and cash equivalents                    $  (2.5)
                                                                     --------

See Notes 2 and 5 to the unaudited condensed  consolidated  financial statements
and also  "Comparison of Financial  Condition at June 30, 1999 and September 30,
1998" for discussion of significant cash flows.

On June 30, 1999, the Bank was in compliance with its three  regulatory  capital
requirements as follows:

                                       Amount           Percent
                                             (Dollars in thousands)
Tangible capital...................   $48,932                 10.5%
Tangible capital requirement.......     6,967                  1.5
Excess over requirement............    41,965                  9.0

Core capital.......................   $48,932                 10.5%
Core capital requirement...........     8,578                  4.0
Excess over requirement............    30,354                  6.5

Risk based capital.................   $51,798                 18.1%
Risk based capital requirement.....     2,946                  8.0
Excess over requirement............     8,852                 10.1

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

Rapid and accurate data processing is essential to the Bank's  operations.  Many
computer  programs  that can only  distinguish  the final two digits of the year
entered (a common  programming  practice  in prior  years) are  expected to read
entries for the year 2000 as the year 1900 or as zero and incorrectly attempt to
compute payment, interest, delinquency and other data.

The following  discussion of the  implications  of the year 2000 problem for the
Bank contains numerous forward looking statements based on inherently  uncertain
information.  The cost of the  project  and the date on which the Bank  plans to
complete the internal year 2000  modifications  are based on  management's  best
estimates,  which are derived utilizing a number of assumptions of future events
including the continued  availability of internal and external resources,  third
party modifications and other factors.  However,  there can be no guarantee that
these  statements  will be achieved and actual  results could differ.  Moreover,
although management believes it will be able to make the necessary modifications
in advance,  there can be no guarantee  that failure to modify the systems would
not have a material adverse effect on The Bank or the Company.

The Bank places a high degree of reliance on computer  systems of third parties,
such  as  customers,  public  utilities,  suppliers,  and  other  financial  and
governmental institutions. Although the Bank has assessed the readiness of these
third parties and is preparing contingency plans, there can be no guarantee that
the  failure of these  third  parties  to modify or  maintain  their  systems in
advance of  December  31, 1999 would not have a material  adverse  affect on the
Bank.


                                       12
<PAGE>

The Bank's Year 2000 Plan (the  "Plan") was  presented to the Board of Directors
in September 1997. The Plan was developed  using the guidelines  outlined in the
Federal Financial Institutions Examination Council's "The Effect of Year 2000 on
Computer  Systems." The Year 2000 Committee is responsible for the Plan with the
Board of Directors  receiving Year 2000 progress  reports on a quarterly  basis.
Our primary  operating  systems,  as provided  by a third party  service  bureau
("External  Provider"),  have  been  tested  satisfactorily.  In  addition,  the
External  Provider has given us written  confirmation that their software system
is Year  2000  compliant.  The main  hardware  and  software  used to serve  our
customer  base and  maintain  the  customer  transaction  histories  and company
accounting records are currently operating on Year 2000 compliant systems.

The latest OTS on-site  examination  was conducted in early July 1999, and based
on the  examination  results,  the Bank was progressing  satisfactorily  towards
completing the Plan requirements.  The business resumption plan, including plans
for cash and liquidity needs, was approved by the Board on June 29, 1999. Actual
testing of those plans is scheduled for September and October 1999.

The Bank has contacted all other material vendors and suppliers  regarding their
Year 2000 readiness. Each of these third parties has delivered written assurance
to the Bank that they are or expect to be Year 2000 compliant  prior to the Year
2000.  The Bank is  maintaining  contact  with  all  significant  customers  and
non-information  technology suppliers (i.e. utility systems,  telephone systems,
etc.),  regarding  their  year  2000  state of  readiness.  All  non-information
technology  providers have assured us that the Year 2000 will not be an issue or
that the issue  will be  satisfactorily  resolved  prior to the end of 1999.  No
contracts,  written  assurances,  or oral  assurances  with the Bank's  material
vendors,  systems providers, and suppliers include any type of remedy or penalty
for breach of contract in the event that any of these  parties are not Year 2000
compliant.

The Bank has  identified 15 vendors and systems as mission  critical and,  based
upon  testing  or  assurances  from such  vendors,  100% of the  Bank's  mission
critical vendors and systems are Year 2000 compliant. Testing has been completed
on all significant vendor applications.  Vendors and systems deemed important or
minor (not  "mission  critical")  are  services  that are  performed  by outside
vendors.  We have received  communication from these vendors indicating they are
or will be in  compliance  for Year 2000  without  any  disruption  in  service.
Appropriate  testing,  if possible,  and any related  contingency plans would be
completed in the third quarter of 1999.

We are unable to test the Year 2000  readiness of our  significant  suppliers of
utilities.  We are  relying  on the  utility  companies'  internal  testing  and
representations  to provide the required  services  that drive our data systems.
Our business  resumption  plans address the issues that arise should the utility
providers experience temporary problems.

Software  provided  by our  External  Provider  is  supported  by a  contractual
agreement that states the software will be Year 2000 compliant  prior to January
1, 2000. This software has been  thoroughly  tested and has been declared by our
External  Provider,  as  compliant.  The  contracts  for our other  systems  and
services do not contain similar statements since they have longer terms and were
not subject to specific contract negotiation in the past few years.

Major  commercial loan customers (loan balances in excess of $500,000) have been
contacted in writing.  In addition,  the commercial loan  relationship  managers
conducted a telephone and personal  contact  program with all these customers to
determine  any potential  exposure  that might be present due to the  customer's
failure to  prepare  adequately  for the Year 2000.  This  contact  program  was
completed  as of June 30,  1999.  No unusual or  significant  risk  exposure was
identified.  Any new  commercial  loan  applicant  is required to answer a brief
series of questions  concerning Year 2000  preparedness in the loan approval and
closing process.

As a practical  matter,  individual  mortgage  loan,  consumer  loan and smaller
commercial  loan  customers  were  not  contacted   regarding  their  Year  2000
readiness.  It was deemed to be beyond the scope of our  testing  parameters  to
contact these  borrowers.  Further,  most of these are individuals with adequate
collateral for their


                                       13
<PAGE>
loans.

If the Plan fails to significantly address the Year 2000 issues of the Bank, the
following, among other things, could negatively affect the Bank:

(a)      utility  service  companies  may be unable  to  provide  the  necessary
         service  to drive  our data  systems  or  provide  sufficient  sanitary
         conditions for our offices;

(b)      our primary  software  provider  could have a major  malfunction in its
         system  or  their  service  could  be  disrupted  due  to  its  utility
         providers, or some combination of the two; or

(c) the Bank may have to transact its business manually.

The Bank will attempt to monitor these uncertainties by continuing to request an
update on all critical and important  vendors  throughout the remainder of 1999.
If the Bank identifies any concern related to any critical or important  vendor,
the  contingency  plans  will be  implemented  immediately  to assure  continued
service to the Bank's customers.

Costs have and will be incurred to replace  certain  non-compliant  software and
hardware.  The Bank does not  anticipate  that direct  costs for  renovating  or
replacing  non-compliant  hardware and software will exceed  $300,000,  of which
approximately  $235,000 had been  expended as of June 30, 1999. No assurance can
be given  that the Year  2000 Plan will be  completed  successfully  by the Year
2000,  in which event the Bank could incur  significant  costs.  If the External
Provider  fails to  maintain  its  system in  compliant  state or  incurs  other
obstacles prior to Year 2000, the Bank would likely experience  significant data
processing  delays,  mistakes or failures.  These  delays,  mistakes or failures
could have a significant negative affect on our earnings.

Successful  and  timely  completion  of  the  Year  2000  project  is  based  on
management's best estimates  derived from various  assumptions of future events,
which are inherently  uncertain,  including continued compliance of the External
Provider, testing plans, and all vendors, suppliers and customer readiness.

Despite the best efforts of management to address this issue, the vast number of
external entities that have direct and indirect business  relationships with the
Bank, such as customers, public utilities, vendors, payment system providers and
other  financial  institutions,  makes it impossible to assure that a failure to
achieve  compliance  by one or more of these  entities  would not have  material
adverse impact on the financial condition or operations of the Bank.

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 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 Bank's  Management's
Discussion and Analysis of Financial Condition and results of operations for the
year ended September 30, 1998.

Quantitative  Analysis. The only significant change in the quantitative analysis
from the  September  30,  1998  discussion  relates  to the  additional  capital
contributed  to the Bank.  Of the $25.7  million  in net  proceeds  the  Company
received in the stock offering, $12.9 million was contributed to the Bank. 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 results of the NPV model is not yet  available  for
June 30, 1999,  but should  reflect a higher NPV due to the  additional  capital
contributed to the Bank.





                                       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 June 30, 1999. From time to time, the Company
          is a party to routine  legal  proceedings  in the  ordinary  course of
          business, such as claims to enforce liens, condemnation proceedings on
          properties  in which the  Company  holds  security  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 June 30,
          1999 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
          The Registration  Statement on Form SB-2 (No. 333-69239) for which the
          use of proceeds  information is being disclosed was declared effective
          by the  Securities  and Exchange  Commission on February 12, 1999. The
          offering  commenced on February 12, 1999 and  terminated  on March 18,
          1999 after  2,703,851  shares were sold.  The  Registration  Statement
          covered the issuance of 2,703,851 shares. The managing underwriter for
          the  offering was Sandler  O'Neill & Partners,  L. P. The title of the
          securities registered was Common Stock, par value $0.10 per share. The
          aggregate price of the offering amount registered was $27,038,510, and
          the aggregate  offering price of the amount sold was $27,038,510.  The
          expenses  incurred by the Company and the Bank in connection  with the
          issuance and  distribution of the securities were  approximately  $1.3
          million,  including  $173,000 in underwriting fees. Such payments were
          not  direct or  indirect  payments  to  directors,  officers,  general
          partners of the issuer or their associates,  persons owning 10 percent
          or more of any class of equity  security of the Company or  affiliates
          of  the  Company.  The  net  offering  proceeds  to the  Company  were
          approximately  $25.7  million.  Of this  amount,  approximately  $12.9
          million was  contributed to the working  capital of the Bank and $12.8
          million was contributed to the working capital of the Company.


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
          Not applicable.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          Not applicable.


ITEM 5.   OTHER INFORMATION
          See  Note  2  to  the  Unaudited  Condensed   Consolidated   Financial
          Statements  regarding the Mutual Holding  Company  Reorganization  and
          Stock Issuance.

                                       16
<PAGE>

<TABLE>
<CAPTION>
<S>      <C>      <C>    <C>             <C>
ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
                  (a)     Exhibits:
                          Exhibit 2       Plan of Mutual Holding Company Reorganization and Stock Issuance*

                          Exhibit 3(i)    Charter for FloridaFirst Bancorp*

                          Exhibit 3(ii)   Bylaws of FloridaFirst Bancorp*

                          Exhibit 4       Specimen Stock Certificate of FloridaFirst Bancorp*

                          Exhibit 10.1    Employment Agreement with Gregory C. Wilkes*

                          Exhibit 10.2    Form of Employment Agreement with Four Employees of the Bank *

                          Exhibit 27      Financial Data Schedule (in electronic filing only)

                  (b)     Reports on Form 8-K  - None


-------------------
*    Incorporated  by reference to the  Registrant's  Registration  Statement on
     Form S-1 initially filed with the Commission on December 18, 1998 (File No.
     333-69239).
<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: August 13, 1999     By:      /s/ Gregory C. Wilkes
                                   -------------------------------------------
                                   Gregory C. Wilkes
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)



Date: August 13, 1999     By:      /s/ Kerry P. Charlet
                                   -------------------------------------------
                                   Kerry P. Charlet
                                   Chief Financial Officer
                                   (Principal Accounting Officer)
</TABLE>


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