UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 September 30, 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 No. 2-25805

                            Fauquier Bankshares, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Virginia                                       54-1288193
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


10 Courthouse Square       Warrenton, Virginia              20186
--------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)


                                 (540) 347-2700
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                 Not Applicable
--------------------------------------------------------------------------------
     (Former name, former address and former fiscal year, if changed since
                                  last report)


         Indicate by check mark 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:  1,726,481 shares of
common  stock,  par value $3.13 per share,  were  outstanding  as of October 31,
2000.


<PAGE>


                            Fauquier Bankshares, Inc.

                                      INDEX
<TABLE>
<CAPTION>


Part I.  FINANCIAL INFORMATION
                                                                                                                        Page
   Item 1.  Financial Statements

<S>                                                                                                                    <C>
            Consolidated Balance Sheets as of September 30, 2000 (unaudited) and December 31, 1999                        1

            Consolidated Statements of Income (unaudited) for the Three Months Ended September 30, 2000 and 1999          2

            Consolidated Statements of Income (unaudited) for the Nine Months Ended September 30, 2000 and 1999           3

            Consolidated  Statements of Changes in Stockholders'  Equity (unaudited) for the Nine Months Ended
            September 30, 2000 and 1999                                                                                   4

            Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2000 and 1999       5

            Notes to Condensed Consolidated Financial Statements                                                          6

   Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations                         9

   Item 3.  Quantitative and Qualitative Disclosures about Market Risk                                                   13

Part II. OTHER INFORMATION

   Item 1.  Legal Proceedings                                                                                            14

   Item 2.  Changes in Securities and Use of Proceeds                                                                    14

   Item 3.  Defaults Upon Senior Securities                                                                              14

   Item 4.  Submission of Matters to a Vote of Security Holders                                                          14

   Item 5.  Other Information                                                                                            14

   Item 6.  Exhibits and Reports on Form 8-K                                                                             14


SIGNATURES                                                                                                               15

</TABLE>

<PAGE>

ITEM 1.           FINANCIAL STATEMENTS


                     FAUQUIER BANKSHARES, INC. AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS
                                    (UNAUDITED)


<TABLE>
<CAPTION>

                                                                         SEPTEMBER 30, 2000  DECEMBER 31, 1999
                                                                         ------------------  -----------------
<S>                                                                        <C>                 <C>
ASSETS
Cash and due from banks                                                    $  11,522,189       $  10,697,343
Interest-bearing deposits in other banks                                         124,723             278,123
Federal funds sold                                                             3,750,000          14,010,000
Securities (fair value: 2000, $15,776,445; 1999, $18,752,504)                 15,791,062          18,779,388
Loans, net of allowance for loan losses of $2,667,192
  in 2000 and $2,284,348 in 1999                                             196,432,585         181,503,312
Bank premises and equipment, net                                               5,400,968           5,594,248
Accrued interest receivable                                                    1,122,535           1,097,562
Other real estate                                                                187,822                  --
Other assets                                                                   4,106,255           1,247,649
                                                                           -------------       -------------
              Total assets                                                 $ 238,438,139       $ 233,207,625
                                                                           =============       =============

LIABILITIES
Deposits:
  Noninterest-bearing                                                      $  41,379,236       $  33,045,513
  Interest-bearing                                                           158,876,993         154,227,161
                                                                           -------------       -------------
     Total deposits                                                        $ 200,256,229       $ 187,272,674
Federal Home Loan Bank advances                                               13,000,000          23,000,000
Dividends payable                                                                276,493             265,770
Other liabilities                                                              2,845,067           1,464,826
Commitments and contingent liabilities                                                --                  --
                                                                           -------------       -------------
              Total liabilities                                            $ 216,377,789       $ 212,003,270
                                                                           -------------       -------------
SHAREHOLDERS' EQUITY
Common stock, par value, $3.13; authorized 8,000,000 shares;
  issued and outstanding, 2000, 1,726,481 shares; 1999, 1,774,037 shares       5,403,886           5,552,736
Retained earnings                                                             16,952,059          16,019,525
Accumulated other comprehensive (loss)                                          (295,595)           (367,906)
                                                                           -------------       -------------
              Total shareholders' equity                                   $  22,060,350       $  21,204,355
                                                                           -------------       -------------
              Total liabilities and shareholders' equity                   $ 238,438,139       $ 233,207,625
                                                                           =============       =============

See Accompanying Notes to Consolidated Financial Statements.
</TABLE>

                                       1
<PAGE>

                      FAUQUIER BANKSHARES, INC. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF INCOME
                                     (UNAUDITED)
                FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


<TABLE>
<CAPTION>

                                                                    2000        1999
                                                                    ----        ----
<S>                                                             <C>          <C>
INTEREST INCOME
     Interest and fees on loans                                 $4,259,985   $3,853,375
     Interest on investment securities:
        Taxable interest income                                     32,898       51,261
        Interest income exempt from federal income taxes            25,822       29,125
     Interest and dividends on securities available for sale:
        Taxable interest income                                    142,815      313,154
        Interest income exempt from federal income taxes             3,252        5,005
        Dividends                                                   58,052       33,485
     Interest on federal funds sold                                 58,189      103,040
     Interest on deposits in other banks                               439        1,889
                                                                ----------   ----------
        Total interest income                                    4,581,452    4,390,334
                                                                ----------   ----------

INTEREST EXPENSE
     Interest on deposits                                        1,285,520    1,227,006
     Interest on Federal Home Loan Bank advances                   172,040      283,034
                                                                ----------   ----------
        Total interest expense                                   1,457,560    1,510,040
                                                                ----------   ----------
        Net interest income                                      3,123,892    2,880,294

Provision for loan losses                                          137,500      180,000
                                                                ----------   ----------
        Net interest income after
          provision for loan losses                              2,986,392    2,700,294
                                                                ----------   ----------
OTHER INCOME
     Trust Department income                                       145,427      124,767
     Service charges on deposit accounts                           366,841      296,034
     Other service charges, commissions and fees                   198,611      178,059
                                                                ----------   ----------
        Total other income                                         710,879      598,860
                                                                ----------   ----------
OTHER EXPENSES
     Salaries and employees' benefits                            1,010,940      883,624
     Net occupancy expense of premises                             119,395      107,939
     Furniture and equipment                                       223,180      231,464
     Marketing and business development                             89,838      109,200
     Bank card                                                     110,034      112,321
     Professional and consulting fees                              164,989       93,720
     Data processing                                               174,675      151,276
     Non-loan charge-offs                                           25,867       11,367
     Postage                                                        32,443       31,808
     Supplies                                                       27,124       33,277
     Taxes, other than income                                       61,348       59,325
     Telephone                                                      42,810       50,821
     Other operating expenses                                      212,126      226,756
                                                                ----------   ----------
        Total other expenses                                     2,294,769    2,102,898
                                                                ----------   ----------

        Income before income taxes                               1,402,502    1,196,256

Income tax expense                                                 445,015      381,000
                                                                ----------   ----------
        Net income                                              $  957,487   $  815,256
                                                                ==========   ==========
EARNINGS PER SHARE, basic                                       $     0.54   $     0.45
                                                                ==========   ==========
EARNINGS PER SHARE, assuming dilution                           $     0.54   $     0.45
                                                                ==========   ==========

</TABLE>

See Accompanying Notes to Consolidated Financial Statements.


                                       2
<PAGE>



                    FAUQUIER BANKSHARES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                     2000          1999
                                                                     ----          ----
<S>                                                              <C>           <C>
INTEREST INCOME
      Interest and fees on loans                                 $12,278,922   $10,942,266
      Interest on investment securities:
           Taxable interest income                                   115,666       167,910
           Interest income exempt from federal income taxes           78,003        86,451
      Interest and dividends on securities available for sale:
           Taxable interest income                                   402,231       879,330
           Interest income exempt from federal income taxes            9,759        10,503
           Dividends                                                 114,367       109,169
      Interest on federal funds sold                                 258,791       394,387
      Interest on deposits in other banks                              4,125        29,577
                                                                 -----------   -----------
           Total interest income                                  13,261,864    12,619,593
                                                                 -----------   -----------
INTEREST EXPENSE
      Interest on deposits                                         3,634,784     3,810,315
      Interest on Federal Home Loan Bank advances                    648,927       753,611
                                                                 -----------   -----------
           Total interest expense                                  4,283,711     4,563,926
                                                                 -----------   -----------
           Net interest income                                     8,978,153     8,055,667

Provision for loan losses                                            457,498       640,000
                                                                 -----------   -----------
           Net interest income after
             provision for loan losses                             8,520,655     7,415,667
                                                                 -----------   -----------
OTHER INCOME
      Trust Department income                                        403,142       437,771
      Service charges on deposit accounts                          1,107,274       879,250
      Other service charges, commissions and fees                    571,170       491,004
      Other operating income                                              --           877
                                                                 -----------   -----------
           Total other income                                      2,081,586     1,808,902
                                                                 -----------   -----------
OTHER EXPENSES
      Salaries and employees' benefits                             3,039,457     2,728,051
      Net occupancy expense of premises                              337,351       314,054
      Furniture and equipment                                        631,345       633,805
      Marketing and business development                             255,772       264,547
      Bank card                                                      308,843       291,225
      Professional and consulting                                    625,021       340,928
      Data processing                                                482,732       444,897
      Non-loan charge-offs                                           244,640       148,890
      Postage                                                        102,566       106,444
      Supplies                                                        77,742        88,465
      Taxes, other than income                                       181,071       177,834
      Telephone                                                      127,763       165,550
      Other operating expenses                                       625,978       589,770
                                                                 -----------   -----------
           Total other expenses                                    7,040,281     6,294,460
                                                                 -----------   -----------

           Income before income taxes                              3,561,960     2,930,109

Income tax expense                                                 1,132,000       893,000
                                                                 -----------   -----------
           Net income                                            $ 2,429,960   $ 2,037,109
                                                                 ===========   ===========

EARNINGS PER SHARE, basic                                        $      1.37   $      1.13
                                                                 ===========   ===========
EARNINGS PER SHARE, assuming dilution                            $      1.36   $      1.12
                                                                 ===========   ===========
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.


                                       3
<PAGE>

             FAUQUIER BANKSHARES, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                             (UNAUDITED)
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                                             ACCUMULATED
                                                                                                OTHER
                                                             COMMON     CAPITAL   RETAINED  COMPREHENSIVE  COMPREHENSIVE
                                                              STOCK     SURPLUS   EARNINGS      INCOME        INCOME       TOTAL
                                                              -----     -------   --------      ------        ------       -----
<S>                                                        <C>          <C>     <C>            <C>         <C>          <C>
BALANCE, DECEMBER 31, 1998                                 $5,752,220   $  --   $15,432,062    $  (7,446)               $21,176,836
Comprehensive income:
  Net income                                                       --      --     2,037,109           --    $2,037,109    2,037,109
  Other comprehensive income (loss) net of tax:
    Unrealized holding losses on securities available
      for sale, net of deferred income taxes of ($123,749)         --      --            --     (240,219)     (240,219)    (240,219)
                                                                                                            ----------
  Total comprehensive income                                       --      --            --           --    $1,796,890           --
                                                                                                            ==========
Cash dividends                                                     --      --      (739,398)          --                   (739,398)
Acquisition of 50,243 shares of common stock                 (157,260)     --      (799,636)          --                   (956,896)
                                                           ----------   -----   -----------    ---------                -----------
BALANCE, SEPTEMBER 30, 1999                                $5,594,960   $  --   $15,930,137    $(247,665)               $21,277,432
                                                           ==========   =====   ===========    =========                ===========


BALANCE, DECEMBER 31, 1999                                 $5,552,736   $  --   $16,019,525    $(367,906)               $21,204,355
Comprehensive income:
  Net income                                                       --      --     2,429,960           --    $2,429,960    2,429,960
  Other comprehensive income (loss) net of tax:
    Unrealized holding gains on securities available
      for sale, net of deferred income taxes of $37,251            --      --            --       72,311        72,311       72,311
                                                                                                            ----------
  Total comprehensive income                                       --      --            --           --    $2,502,271           --
                                                                                                            ==========
Cash dividends                                                     --      --      (826,428)          --                   (826,428)
Acquisition of 48,830 shares of common stock                 (152,838)     --      (689,686)          --                   (842,524)
Exercise of stock options                                       3,988      --        18,688           --                     22,676
                                                           ----------   -----   -----------    ---------                -----------
BALANCE, SEPTEMBER 30, 2000                                $5,403,886   $  --   $16,952,059    $(295,595)               $22,060,350
                                                           ==========   =====   ===========    =========                ===========
</TABLE>


See Accompanying Notes to Consolidated Financial Statements.


                                       4
<PAGE>
                   FAUQUIER BANKSHARES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                        2000                     1999
                                                                                        ----                     ----
<S>                                                                                  <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES
       Net income                                                                    $ 2,429,960              $ 2,037,109
       Adjustments to reconcile net income to net
         cash provided by operating activities:
            Depreciation                                                                 566,134                  575,805
            Provision for loan losses                                                    457,498                  640,000
            Provision for other real estate                                                   --                    6,000
            Net premium amortization on investment securities                              9,985                   30,095
            Loss on sale of other real estate owned                                        5,180                       --
            Gain on sale of fixed assets                                                  (1,000)                      --
            Changes in assets and liabilities:
                (Increase) in accrued interest receivable                                (24,973)                (551,979)
                (Increase) in other assets                                            (2,895,857)              (1,055,176)
                Increase in other liabilities                                          1,380,241                  975,419
                                                                                     -----------              -----------
                   Net cash provided by operating activities                           1,927,168                2,657,273
                                                                                     -----------              -----------

CASH FLOWS FROM INVESTING ACTIVITIES
       Proceeds from sale of securities available for sale                                    --                   66,700
       Proceeds from maturities, calls and principal
            payments of investment securities                                          1,089,279                1,095,879
       Proceeds from maturities, calls and principal
            payments of securities available for sale                                  1,998,624                4,579,670
       Purchase of securities available for sale                                              --              (14,275,427)
       Proceeds from sale of other real estate owned                                     152,901                       --
       Proceeds from sale of premises and equipment                                        1,000                       --
       Purchase of premises and equipment                                               (372,854)                (421,382)
       Net (increase) in loans                                                       (15,732,674)             (21,872,717)
                                                                                     -----------              -----------
                   Net cash (used in) investing activities                           (12,863,724)             (30,827,277)
                                                                                     -----------              -----------

CASH FLOWS FROM FINANCING ACTIVITIES

       Net increase in demand deposits, NOW accounts
            and savings accounts                                                       3,729,487                7,767,906

       Net increase in certificates of deposit                                         9,254,068                4,593,715

       Net increase in Federal Home Loan Bank advances                               (10,000,000)              10,000,000

       Cash dividends paid                                                              (815,705)                (727,741)

       Issuance of common stock                                                           22,676                      --

       Acquisition of common stock                                                      (842,524)                (956,896)
                                                                                     -----------              -----------
                   Net cash provided by financing activities                           1,348,002               20,676,984
                                                                                     -----------              -----------
                   Increase in cash and cash equivalents                              (9,588,554)              (7,493,020)

CASH AND CASH EQUIVALENTS
       Beginning                                                                      24,985,466               26,730,670
                                                                                     -----------              -----------

       Ending                                                                        $15,396,912             $ 19,237,650
                                                                                     ===========             ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
       Cash payments for:

            Interest                                                                 $ 4,206,005              $ 4,488,932
                                                                                     ===========             ============

            Income taxes                                                             $ 1,028,620                $ 796,000
                                                                                     ===========             ============

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES
       Other real estate acquired in settlement of loans                               $ 345,903                 $ 71,391
                                                                                     ===========             ============

       Unrealized gain (loss) on securities available for sale, net                    $ 109,562               $ (401,015)
                                                                                     ===========             ============
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

                                       5
<PAGE>
FAUQUIER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     GENERAL

       The consolidated  statements include the accounts of Fauquier Bankshares,
       Inc. and subsidiaries, The Fauquier Bank and Fauquier Bank Services, Inc.
       All  significant   intercompany   balances  and  transactions  have  been
       eliminated.  In the opinion of  management,  the  accompanying  unaudited
       consolidated financial statements contain all adjustments  (consisting of
       only normal recurring accruals) necessary to present fairly the financial
       positions as of September 30, 2000 and December 31, 1999, and the results
       of operations and cash flows for the nine months ended September 30, 2000
       and 1999.

       The results of  operations  for the nine months ended  September 30, 2000
       and 1999 are not necessarily  indicative of the results  expected for the
       full year.

2.     SECURITIES

       The amortized cost of securities held to maturity,  with unrealized gains
       and losses follows:
<TABLE>
<CAPTION>
                                                                              GROSS             GROSS
                                                          AMORTIZED         UNREALIZED        UNREALIZED          FAIR
                                                            COST              GAINS            (LOSSES)           VALUE
                                                            ----              -----            --------           -----
                                                                                  September 30, 2000
<S>                                                        <C>                       <C>         <C>             <C>
       Obligations of U.S.
         Government corporations
         and agencies                                      $ 1,897,993           $     -         $ (14,933)      $ 1,883,060
       Obligations of states and political
         subdivisions                                        2,390,714             2,071            (1,755)        2,391,030
                                                           -----------           -------         ---------       -----------
                                                           $ 4,288,707           $ 2,071         $ (16,688)      $ 4,274,090
                                                           ===========           =======         =========       ===========
<CAPTION>
                                                                              GROSS             GROSS
                                                          AMORTIZED         UNREALIZED        UNREALIZED          FAIR
                                                            COST              GAINS            (LOSSES)           VALUE
                                                            ----              -----            --------           -----
                                                                                   December 31, 1999
<S>                                                        <C>                       <C>         <C>             <C>
       Obligations of U.S.
         Government corporations
         and agencies                                      $ 2,885,488           $     -         $ (22,826)      $ 2,862,662
       Obligations of states and political
         subdivisions                                        2,490,790             1,693            (5,751)        2,486,732
                                                           -----------           -------         ---------       -----------
                                                           $ 5,376,278           $ 1,693         $ (28,577)      $ 5,349,394
                                                           ===========           =======         =========       ===========
</TABLE>
The amortized cost of securities  available for sale, with unrealized  gains and
losses follows:
<TABLE>
<CAPTION>
                                                                              GROSS             GROSS
                                                          AMORTIZED         UNREALIZED        UNREALIZED          FAIR
                                                            COST              GAINS            (LOSSES)           VALUE
                                                            ----              -----            --------           -----
                                                                                   September 30, 2000
<S>                                                        <C>                   <C>            <C>              <C>
       Obligations of U.S.
         Government corporations
         and agencies                                      $ 8,571,652           $ 5,068        $ (332,051)      $ 8,244,669
       Obligations of states and political
         subdivisions                                          681,228               993              (960)          681,261
       Equity securities                                       487,500                 -                 -           487,500
       Mutual funds                                            937,809                 -          (120,922)          816,887
       Restricted investments:
         Federal Home Loan
           Bank stock                                        1,150,000                 -                 -         1,150,000
       Federal Reserve Bank
         stock                                                  72,000                 -                 -            72,000
       Community Bankers'
         Bank stock                                             50,038                 -                 -            50,038
                                                           -----------           -------         ---------       -----------
                                                          $ 11,950,227           $ 6,061        $ (453,933)     $ 11,502,355
                                                          ============           =======        ==========      ============
</TABLE>
                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                                              GROSS             GROSS
                                                          AMORTIZED         UNREALIZED        UNREALIZED          FAIR
                                                            COST              GAINS            (LOSSES)           VALUE
                                                            ----              -----            --------           -----
                                                                                  December 31, 1999
<S>                                                       <C>                    <C>            <C>             <C>
       Obligations of U.S.
         Government corporations
         and agencies                                     $ 11,068,015           $ 5,376        $ (434,339)     $ 10,639,052
       Obligations of states and political
         subdivisions                                          682,719               327              (894)          682,152
       Mutual funds                                            937,809                 -          (127,903)          809,906
       Restricted investments:
         Federal Home Loan
           Bank stock                                        1,150,000                 -                 -         1,150,000
       Federal Reserve Bank
         stock                                                  72,000                 -                 -            72,000
       Community Bankers'
         Bank stock                                             50,000                 -                 -            50,000
                                                           -----------           -------         ---------       -----------
                                                          $ 13,960,543           $ 5,703        $ (563,136)     $ 13,403,110
                                                          ============           =======        ==========      ============
</TABLE>

3.     LOANS

       A summary of the balances of loans follows:

<TABLE>
<CAPTION>
                                                                                                 SEPTEMBER 30     DECEMBER 31,
                                                                                                     2000             1999
                                                                                                     ----             ----
                                                                                                          (Thousands)
<S>                                                                                               <C>               <C>
       Real estate loans:
         Construction and land development                                                        $ 10,973          $ 11,746
         Secured by farmland                                                                           696               903
         Secured by 1-4 family residential                                                          72,823            64,921
         Other real estate loans                                                                    52,926            50,988
       Agriculture                                                                                       -                 -
       Commercial and industrial loans (except those secured by real estate)                        19,005            16,689
       Loans to individuals for personal expenditures                                               37,501            33,787
       All other loans                                                                               5,320             4,868
                                                                                                 ---------         ---------
                   Total loans                                                                   $ 199,244         $ 183,902
       Less:  Unearned income                                                                          144               115
                 Allowance for loan losses                                                           2,667             2,284
                                                                                                 ---------         ---------
                   Net loans                                                                     $ 196,433         $ 181,503
                                                                                                 =========         =========
</TABLE>


       Analysis of the allowance for loan losses follows:

<TABLE>
<CAPTION>
                                                                           NINE MONTHS       NINE MONTHS
                                                                              ENDING            ENDING
                                                                          SEPTEMBER 30,     SEPTEMBER 30,     DECEMBER 31,
                                                                          -------------     -------------     ------------
                                                                               2000              1999             1999
                                                                                             (Thousands)
<S>                                                                          <C>               <C>               <C>
       Balance at beginning of period                                        $ 2,284,348       $ 1,853,150       $ 1,853,150
       Provision charged to operating expense                                    457,498           640,000           695,000
       Recoveries added to the allowance                                         219,474            41,737            63,368
       Loan losses charged to the allowance                                     (294,127)         (144,877)         (327,170)
                                                                             -----------       -----------       -----------
       Balance at end of period                                              $ 2,667,193       $ 2,390,010       $ 2,284,348
                                                                             ===========       ===========       ===========
</TABLE>


                                       7
<PAGE>

       Nonperforming assets consist of the following:

<TABLE>
<CAPTION>
                                                                                                  SEPTEMBER 30,     DECEMBER 31,
                                                                                                      2000             1999
                                                                                                      ----             ----
                                                                                                            (Thousands)
<S>                                                                                                   <C>              <C>
       Nonaccrual loans                                                                               $ 98             $ 125
       Restructured loans                                                                                -                 -
                                                                                                      ----             -----
                   Total non-performing loans                                                         $ 98             $ 125
       Foreclosed real estate                                                                            -                 -
                                                                                                      ----             -----
                   Total non-performing assets                                                        $ 98             $ 125
                                                                                                      ====             =====
</TABLE>

Total loans past due 90 days or more and still  accruing  were $246  thousand on
September 30, 2000 and $170 thousand on December 31, 1999.

4.     EARNINGS PER SHARE

       The following  table shows the weighted  average number of shares used in
       computing earnings per share and the effect on weighted average number of
       shares of diluted  potential  common stock.  Weighted  average  number of
       shares for all periods reported have been restated giving effect to stock
       splits.

<TABLE>
<CAPTION>
                                                                  SEPTEMBER 30, 2000                 SEPTEMBER 30, 1999
                                                                               PER SHARE                             PER SHARE
                                                              SHARES             AMOUNT          SHARES               AMOUNT
                                                              ------             ------          ------               ------
<S>                                                          <C>                  <C>            <C>                  <C>
       Basic earnings per share                              1,768,418            $ 1.37         1,809,779            $ 1.13
                                                                                  ======                              ======

       Effect of dilutive securities, stock options             12,472                              16,542
                                                             ---------                           ---------
       Diluted earnings per share                            1,780,890            $ 1.36         1,826,321            $ 1.12
                                                             =========            ======         =========            ======


</TABLE>


                                       8
<PAGE>


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

GENERAL

Fauquier Bankshares,  Inc. ("Bankshares") was incorporated under the laws of the
Commonwealth  of Virginia on January 13, 1984.  Bankshares is a registered  bank
holding  company and owns all of the voting shares of The Fauquier Bank ("TFB").
Bankshares engages in its business through TFB, a Virginia  state-chartered bank
that commenced  operations in 1902.  Bankshares  has no  significant  operations
other than  owning  the stock of TFB.  Bankshares  has  issued  and  outstanding
1,726,481  shares  of  commons  stock,  par  value  $3.13  per  share,  held  by
approximately 440 shareholders of record on October 31, 2000.

TFB has six full service branch offices  located in the Virginia  communities of
Warrenton,  Catlett, The Plains,  Manassas and New Baltimore, in addition to the
main office branch  located in  Warrenton,  Virginia.  The executive  offices of
Bankshares  and the main  office of TFB are  located  at 10  Courthouse  Square,
Warrenton, Virginia 20186

TFB provides a range of consumer and commercial banking services to individuals,
businesses,  and  industries.  The deposits of TFB are insured up to  applicable
limits by the Bank Insurance  Fund of the Federal  Deposit  Insurance  Fund. The
basic services offered by TFB include:  demand interest bearing and non-interest
bearing accounts,  money market deposit accounts,  NOW accounts,  time deposits,
safe deposit services,  credit cards, cash management,  direct deposits,  notary
services,  money orders, night depository,  traveler's checks, cashier's checks,
domestic  collections,  savings bonds,  bank drafts,  automated teller services,
drive-in tellers,  internet banking, and banking by mail. In addition, TFB makes
secured and unsecured  commercial and real estate loans, issues stand-by letters
of credit and grants  available  credit for  installment,  unsecured and secured
personal  loans,  residential  mortgages  and  home  equity  loans,  as  well as
automobile and other consumer  financing.  TFB provides automated teller machine
(ATM)  cards  as a part of the Star  (formerly  Honor)  and  Plus ATM  networks,
thereby  permitting  customers  to benefit  from the  convenience  of larger ATM
networks.  TFB operates an  Investments  and Trust  Services  Division  that was
established  in  1919.  It is  staffed  with  nine  professionals  that  provide
personalized  services  that  include  investment   management,   trust,  estate
settlement, retirement, and brokerage services.

The revenues of TFB are primarily derived from interest on, and fees received in
connection  with,  real estate and other loans,  and from interest and dividends
from investment and mortgage-backed securities, and short-term investments.  The
principal  sources  of funds  for TFB's  lending  activities  are its  deposits,
repayment  of  loans,  the sale  and  maturity  of  investment  securities,  and
borrowings from the Federal Home Loan Bank of Atlanta. The principal expenses of
TFB are the interest paid on deposits,  and operating and general administrative
expenses.

TFB's general market area principally  includes  Fauquier County and neighboring
communities  and  is  located   approximately  sixty  (60)  miles  southwest  of
Washington, D.C.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This report contains  forward-looking  statements  within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements, which are based on
certain assumptions and describe future plans,  strategies,  and expectations of
Bankshares,  are generally identifiable by use of the words "believe," "expect,"
"intend,"   "anticipate,"   "estimate,"   "project"   or  similar   expressions.
Bankshares'  ability to predict  results or the actual effect of future plans or
strategies is inherently uncertain.  Factors which could have a material adverse
effect on the operations and future prospects of Bankshares include, but are not
limited  to,  changes  in:  interest   rates,   general   economic   conditions,
legislative/regulatory  changes,  monetary  and  fiscal  policies  of  the  U.S.
Government,  including  policies of the U.S. Treasury and the Board of Governors
of the  Federal  Reserve  System,  the  quality  or  composition  of the loan or
investment  portfolios,  demand for loan products,  deposit flows,  competition,
demand  for  financial  services  in  Bankshares'  market  area  and  accounting


                                       9
<PAGE>


principles,  policies and guidelines.  These risks and  uncertainties  should be
considered in evaluating  forward-looking  statements and undue reliance  should
not be placed on such statements.

COMPARISION OF OPERATING  RESULTS FOR THE THREE MONTHS ENDED  SEPTEMBER 30, 2000
AND SEPTEMBER 30, 1999

NET INCOME.  Net income for the three months ended  September 30, 2000 increased
17.5% to $957,000 from  $815,000 for the three months ended  September 30, 1999.
The increase in net income was due to increases in net interest income.

NET INTEREST INCOME. Growth in interest income and a decline in interest expense
resulted  in an  increase  in net  interest  income of $244,000 or 8.5% to $3.12
million for the three months ended  September 30, 2000 compared to $2.88 million
for the three  months  ended  September  30, 1999.  Total  interest  income grew
$191,000 or 4.4% to $4.58 million for the three months ended  September 30, 2000
compared to $4.39  million for the three months ended  September  30, 1999.  The
increase was a result of increases in loan originations, with increased interest
and fees on loans of $407,000 or 10.6%, which was partially offset by a $169,000
reduction  in interest  income from the  securities  portfolio.  The  securities
portfolio was reduced by allowing securities to mature and reinvesting the funds
in higher yielding loans.  Total interest expense  decreased  $52,000 or 3.5% to
$1.46  million for the three months ended  September 30, 2000 from $1.51 million
for the three months ended September 30, 1999. This was due to reduced  interest
expense of  $111,000  on Federal  Home Loan Bank  advances  which was  partially
offset by additional interest expense on deposits of $59,000.

PROVISION  FOR LOAN LOSSES.  The  provision for loan losses was $138,000 for the
three months ended  September 30, 2000 compared to $180,000 for the three months
ended  September  30, 1999.  The amount of the provision for loan losses for the
third quarter of 2000 and 1999 was determined based upon management's  continual
evaluation of the adequacy of the allowance for loan losses,  which  encompasses
the  overall  risk  characteristics  of the  loan  portfolio,  trends  in  TFB's
delinquent and  non-performing  loans, and the impact of economic  conditions on
borrowers.  In  addition,  of the  adequacy  of loan loss  reserves  is reviewed
annually by an independent third party. There can be no assurance, however, that
future losses will not exceed  estimated  amounts or that additional  provisions
for loan losses will not be required in future periods.

TOTAL OTHER INCOME. Total other income increased 18.7% to $711,000 for the three
months  ended  September  30,  2000 from  $599,000  for the three  months  ended
September  30, 1999.  Other income is primarily  derived from  non-interest  fee
income, which is typically divided into three major categories: service charges,
trust fees,  and fee  income.  The primary  increase  was in service  charges on
deposit  accounts and was due mostly to improved  collection of assessed service
charges.

TOTAL OTHER  EXPENSES.  Total other expenses  increased 9.1% or $192,000 for the
three  months  ended  September  30,  2000  compared to the three  months  ended
September 30, 1999. The increase was primarily because of an additional $127,000
in salaries and benefits due to additions in staff and normal salary and benefit
increases.  Additionally,  professional  fees were up $71,000  mostly related to
personnel related consulting expenses.

COMPARISION  OF OPERATING  RESULTS FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2000
AND SEPTEMBER 30, 1999

NET INCOME.  Net income for the nine months ended  September 30, 2000  increased
19.3% to $2.43  million from $2.04  million for the nine months ended  September
30,  1999.  The  increase in net income was due  primarily to an increase in net
interest income.

NET INTEREST INCOME. Net interest income rose $922,000 or 11.5% to $8.98 million
for the nine months ended  September  30, 2000 compared to $8.06 million for the
nine months ended  September 30, 1999.  Total  interest  income grew $642,000 or
5.1% to $13.3  million  as a result  of  increases  in loan  originations,  with


                                       10

<PAGE>

increased  interest  and fees on loans of $1.34  million,  that  were  partially
offset by a decrease of $533,000 in interest income from reduced securities. The
securities   portfolio  was  reduced  by  allowing   securities  to  mature  and
reinvesting the funds in higher yielding loans.  Total interest expense declined
$280,000 or 6.1% stemming from reduced expense on interest  bearing deposits and
Federal Home Loan Bank advances funded by reducing federal funds sold.

PROVISION  FOR LOAN LOSSES.  The  provision for loan losses was $457,000 for the
nine months ended  September  30, 2000  compared to $640,000 for the nine months
ended  September  30,  1999.  The  reduction  was due in part to a sizable  loan
recovery.  The loan loss provision for the first three quarters of 2000 and 1999
was determined based upon management's  continual  evaluation of the adequacy of
the   allowance   for  loan   losses,   which   encompasses   the  overall  risk
characteristics   of  the  loan  portfolio,   trends  in  TFB's  delinquent  and
non-performing  loans,  and the impact of economic  conditions on borrowers.  In
addition,  the  adequacy  of loan  loss  reserves  is  reviewed  annually  by an
independent third party. There can be no assurance,  however, that future losses
will not exceed estimated amounts or that additional  provisions for loan losses
will not be required in future periods.

TOTAL OTHER INCOME.  Total other income  increased by $273,000 or 15.1% to $2.08
million for the nine months ended  September 30, 2000 from $1.81 million for the
nine months ended  September  30, 1999.  Other income is primarily  derived from
non-interest fee income, which is typically divided into three major categories:
service charges,  other fee income,  and trust income. The increase in the first
three quarters of 2000 resulted from increases in net service charges on deposit
accounts of  $228,000  due mostly to improved  collection  of assessed  charges.
Other service  charges and fees were up $80,000  primarily  because of increased
loan volume.

TOTAL OTHER EXPENSES.  Total other expenses increased 11.9 % or $746,000 for the
nine months ended September 30, 2000 compared to the nine months ended September
30, 1999.  The  increase  was  primarily  because  salaries  and  benefits  rose
$311,000,  professional  fees rose  $284,000,  and non-loan  chargeoffs  were up
$96,000.  The  increase  in  professional  fees was due  primarily  to  expenses
associated with the  investigation of a  misappropriation  of funds in 1999. The
misappropriated  funds are expected to be fully recovered through  settlement of
the insurance claim.

COMPARISON OF SEPTEMBER 30, 2000 AND DECEMBER 31, 1999 FINANCIAL CONDITION

Assets totaled $238.4 million at September 30, 2000, an increase of 2.2% or $5.2
million  from $233.2  million at December  31, 1999.  Balance  sheet  categories
reflecting  significant changes include loans, federal funds sold, deposits, and
Federal Home Loan Bank advances. Each of these categories is discussed below.

LOANS. Net loans were $196.4 million at September 30, 2000, which is an increase
of $14.9 million or 8.2% from $181.5  million at December 31, 1999.  The rise is
attributable  to  increased  loan  originations  resulting  from more  effective
utilization of relationship banking.

FEDERAL FUNDS SOLD.  Federal funds sold were $3.8 million at September 30, 2000,
compared to $14.0  million at December 31, 1999.  The reduction was used to fund
new loans and reduce borrowings from the Federal Home Loan Bank.

DEPOSITS.  On September 30, 2000, total deposits  reflected an increase of $13.0
million or 6.9% to $200.3  million from $187.3 million at December 31, 1999. The
growth was in both non-interest bearing deposits,  which increased $8.3 million,
and interest bearing deposits,  which rose $4.6 million.  The increases were due
in part to  recovery  of  deposits  which were  withdrawn  at the end of 1999 in
anticipation of Y2K needs. In addition,  deposits were generated through several
special offerings of certificates of deposit.

FEDERAL  HOME LOAN BANK  ADVANCES.  Federal  Home  Loan Bank  advances  were $13
million at  September  30, 2000,  which  represents a decrease of $10 million or
43.5% from $23 million at December 31, 1999. Advances were repaid primarily from
a reduction in cash and due from banks,  being held for potential Y2K needs, and
reduced federal funds sold.


                                       11
<PAGE>

SHAREHOLDERS EQUITY

Total  shareholders  equity was $22.0  million at September 30, 2000 compared to
$21.2  million at December 31, 1999,  an increase of $856,000 or 4.0%.  This was
due  primarily to an increase in retained  earnings of $933,000 to $17.0 million
at September 30, 2000 from $16.0 million at December 31, 1999.  The increase was
the result of income for the first  three  quarters,  net of  dividends  paid to
shareholders,  and the  acquisition  of  48,830  shares  of  common  stock.  The
repurchase   of  common   stock   reflects   management's   desire  to  increase
shareholders' return on equity by minimizing growth in equity.

CAPITAL RESOURCES AND LIQUIDITY

The primary  sources of funds are  deposits,  repayment of loans,  maturities of
investments,  funds provided from  operations and advances from the Federal Home
Loan Bank of Atlanta.

While scheduled repayments of loans and maturities of investment  securities are
predictable  sources of funds,  deposit  flows and loan  repayments  are greatly
influenced  by the general  level of interest  rates,  economic  conditions  and
competition.  TFB uses its funds  for  existing  and  future  loan  commitments,
maturing  certificates of deposit and demand deposit  withdrawals,  to invest in
other  interest-earning  assets,  to maintain  liquidity,  and to meet operating
expenses.  Management  monitors  projected  liquidity  needs and  determines the
desirable  level  based  in  part  on  TFB's   commitments  to  make  loans  and
management's assessment of TFB's ability to generate funds. Cash and amounts due
from  depository  institutions,  interest-bearing  deposits  in other  banks and
federal funds sold totaled  $15.4  million at September  30, 2000.  These assets
provide the primary  source of liquidity  for TFB. In addition,  management  has
designated a substantial  portion of the  investment  portfolio as available for
sale,  and has an  available  line of credit with the Federal  Home Loan Bank of
Atlanta with a borrowing  limit of  approximately  $37 million at September  30,
2000 to provide additional sources of liquidity.

As  of  September  30,  2000,  the  appropriate   regulatory   authorities  have
categorized  Bankshares  and  TFB  as  well  capitalized  under  the  regulatory
framework for prompt corrective action.

CAPITAL REQUIREMENTS

The  federal  bank  regulatory   authorities  have  adopted  risk-based  capital
guidelines  for banks  and bank  holding  companies  that are  designed  to make
regulatory  capital  requirements  more sensitive to differences in risk profile
among banks and bank holding  companies.  The resulting capital ratios represent
qualifying capital as a percentage of total risk-weighted assets and off-balance
sheet items. The guidelines are minimums,  and the federal regulators have noted
that  banks  and bank  holding  companies  contemplating  significant  expansion
programs  should not allow expansion to diminish their capital ratios and should
maintain  all ratios  well in excess of the  minimums.  The  current  guidelines
require all bank holding  companies and federally  regulated banks to maintain a
minimum risk-based total capital ratio equal to 8%, of which at least 4% must be
Tier 1 capital. Tier 1 capital includes common stockholder's equity,  qualifying
perpetual  preferred  stock,  and  minority  interests  in  equity  accounts  of
consolidated subsidiaries,  but excludes goodwill and most other intangibles and
excludes the allowance for loan and lease  losses.  Tier 2 capital  includes the
excess  of any  preferred  stock  not  included  in  Tier 1  capital,  mandatory
convertible  securities,  hybrid  capital  instruments,  subordinated  debt  and
intermediate  term-preferred  stock,  and  general  reserves  for loan and lease
losses  up to  1.25% of  risk-weighted  assets.  As of  September  30,  2000 (i)
Bankshares'  Tier 1 and total  risk-based  capital  ratios were 11.9% and 13.2%,
respectively,  and (ii) TFB's Tier 1 and total  risk-based  capital  ratios were
11.9% and 13.2%, respectively.

FDICIA contains "prompt corrective  action"  provisions  pursuant to which banks
are to be classified  into one of five categories  based upon capital  adequacy,
ranging  from "well  capitalized"  to  "critically  undercapitalized"  and which
require (subject to certain  exceptions) the appropriate  federal banking agency
to take prompt  corrective  action with respect to an  institution  that becomes
"significantly undercapitalized" or "critically undercapitalized."


                                       12
<PAGE>


The FDIC has issued  regulations  to implement  the "prompt  corrective  action"
provisions  of FDICIA.  In  general,  the  regulations  define the five  capital
categories as follows:  (i) an  institution  is "well  capitalized"  if it has a
total  risk-based  capital  ratio  of 10% or  greater,  has a Tier 1  risk-based
capital ratio of 6% or greater, has a leverage ratio of 5% or greater and is not
subject  to any  written  capital  order or  directive  to meet and  maintain  a
specific  capital  level  for  any  capital  measures;  (ii) an  institution  is
"adequately  capitalized"  if it has a total  risk-based  capital ratio of 8% or
greater,  has a Tier 1  risk-based  capital  ratio of 4% or  greater,  and has a
leverage ratio of 4% or greater;  (iii) an institution is  "undercapitalized" if
it has a total risk-based capital ratio of less than 8%, has a Tier 1 risk-based
capital ratio that is less than 4% or has a leverage ratio that is less than 4%;
(iv)  an  institution  is  "significantly  undercapitalized"  if it has a  total
risk-based capital ratio that is less than 6%, a Tier 1 risk-based capital ratio
that is less  than 3% or a  leverage  ratio  that is less  than  3%;  and (v) an
institution is "critically  undercapitalized"  if its "tangible equity" is equal
to or less  than 2% of its  total  assets.  The FDIC  also,  after  granting  an
opportunity for a hearing,  has authority to downgrade an institution from "well
capitalized"   to  "adequately   capitalized"   or  to  subject  an  "adequately
capitalized"  or  "under-capitalized"  institution  to the  supervisory  actions
applicable to the next lower category, for supervisory concerns. As of September
30, 2000, TFB had a total risk-based capital ratio of 13.2%, a Tier 1 risk-based
capital ratio of 11.9%,  and a leverage ratio of 9.6%. At September 30, 2000 TFB
was "well  capitalized,"  under the regulatory  framework for prompt  corrective
action provided by the Federal Reserve Bank of Richmond.

Additionally,  FDICIA  requires,  among  other  things,  that  (i)  only a "well
capitalized"  depository  institution may accept brokered deposits without prior
regulatory  approval and (ii) the  appropriate  federal  banking agency annually
examine all insured  depository  institutions,  with some  exceptions for small,
"well capitalized"  institutions and  state-chartered  institutions  examined by
state regulators.  FDICIA also contains a number of consumer banking provisions,
including disclosure  requirements and substantive  contractual limitations with
respect to deposit accounts.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

An important component of both earnings  performance and liquidity is management
of interest rate sensitivity.  Interest rate sensitivity  reflects the potential
effect on net interest  income of a movement in market  interest  rates.  TFB is
subject to interest  rate  sensitivity  to the extent that its  interest-earning
assets  mature  or  reprice  at a  different  time  interval  from  that  of its
interest-bearing  liabilities.  However,  TFB is not subject to any of the other
major categories of market risk such as foreign  currency  exchange rate risk or
commodity price risk.

TFB uses a  number  of  tools  to  manage  its  interest  rate  risk,  including
simulating net interest income under various  scenarios,  monitoring the present
value change in equity under the same  scenarios,  and monitoring the difference
or gap between rate sensitive assets and rate sensitive liabilities over various
time  periods.  Management  believes that interest rate risk is best measured by
simulation modeling.

The earnings  simulation  model  forecasts  annual net income under a variety of
scenarios  that  incorporate  changes in the absolute  level of interest  rates,
changes  in  the  shape  of  the  yield  curve  and  changes  in  interest  rate
relationships.  Management  evaluates  the  effect on net  interest  income  and
present value equity under varying market rate assumptions.

TFB monitors  exposure to gradual  changes in rates of up to 200 basis points up
or down over a rolling  12-month  period.  TFB's  policy  limit for the  maximum
negative impact on net interest income and change in equity from gradual changes
in  interest  rates  of  200  basis  points  over  12  months  is 15%  and  10%,
respectively.  Management  has  maintained  a risk  position  well within  these
guideline levels during the first three quarters of 2000.

There have been no material changes in market risk since 1999 year end.


                                       13

<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There is no pending or threatened litigation that, in the opinion of management,
may materially impact the financial condition of Bankshares or TFB.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.

ITEM 5. OTHER INFORMATION

         None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
         (a)
            (3)(i)    Articles of  Incorporation  of Fauquier  Bankshares,  Inc.
                      (including amendments)*

            (3)(ii)   Bylaws of Fauquier Bankshares, Inc.*

            (10)(i)   Fauquier Bankshares, Inc. Omnibus Stock Ownership and Long
                      Term  Incentive  Plan,   Amended  and  Restated  Effective
                      January 1, 2000**

            (11)      Statement  regarding  computation  of per  share  earnings
                      (filed herewith)

            (27)      Financial Data Schedule (filed herewith)

*  Incorporated  by reference  to  Bankshares'  Securities  Exchange Act of 1934
("Exchange  Act")  Registration  Statement on Form 10, filed with the Securities
and Exchange Commission on April 16, 1999.

** Incorporated by reference to Bankshares'  definitive  proxy statement for the
2000 annual  meeting of  shareholders,  filed with the  Securities  and Exchange
Commission on April 14, 2000.

         (b)      Reports on Form 8-K:

                  None.


                                       14
<PAGE>



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.

                               FAUQUIER BANKSHARES, INC.

Dated: November 13, 2000       /s/ C. Hunton Tiffany
                               --------------------------------------------
                               C. Hunton Tiffany
                               President and Chief Executive Officer

Dated: November 13, 2000       /s/ Randy K. Ferrell
                               --------------------------------------------
                               Randy K. Ferrell
                               Senior Vice President and Chief Financial Officer


                                       15