U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[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.

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___ TO ___.

Commission file number 000-22469

                            LAFAYETTE BANCORPORATION
               (Exact name of registrant as specified in its charter)

         INDIANA                                           35-1605492
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

133 North 4th Street, Lafayette, Indiana                      47902
(Address of principal executive offices)                    (Zip Code)

                                 (765) 423-7100
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1994 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 ( )

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

Class                                           Outstanding at November 10, 2000
Common Stock, without par value                                 3,952,131 shares


<PAGE>



                            LAFAYETTE BANCORPORATION

                                      INDEX


PART I.             FINANCIAL INFORMATION

Item 1.

       Consolidated Balance Sheets -- September 30, 2000 and December 31, 1999

       Consolidated Statements of Income and
          Comprehensive Income -- Three Months Ended September 30, 2000 and 1999

       Consolidated Statements of Income and
          Comprehensive Income -- Nine Months Ended September 30, 2000 and 1999

       Consolidated Statements of Cash Flows -- Nine Months Ended September 30,
          2000 and 1999

       Notes to Consolidated Financial Statements -- September 30, 2000


Item 2.

       Management's Discussion and Analysis of Financial Condition and Results
       of Operations


Item 3.

       Quantitative and Qualitative Disclosures About Market Risk




PART II.            OTHER INFORMATION


Item 6.       Exhibits and Reports on Form 8-K

       a)     Exhibits

              27    Financial Data Schedule

       b)     Reports on Form 8-K



SIGNATURES



<PAGE>

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

ITEM 1.
                            LAFAYETTE BANCORPORATION
                           CONSOLIDATED BALANCE SHEETS
                (Dollar amounts in thousands, except share data)

--------------------------------------------------------------------------------
<TABLE>
                                                                               (Unaudited)
                                                                               December 31,        September 30,
                                                                                   2000                1999
                                                                                   ----                ----
<S>                                                                         <C>                  <C>
ASSETS
Cash and due from banks                                                       $       21,384      $      28,370
Federal funds sold                                                                     6,150              2,200
                                                                              --------------      -------------
    Total cash and cash equivalents                                                   27,534             30,570

Securities available-for-sale (at market)                                             77,887             79,722
Securities held-to-maturity (market value $4,542
  and $4,709)                                                                          4,484              4,712
Loans held for sale                                                                    3,546              3,174
Loans                                                                                534,325            489,070
    Less:  Allowance for loan losses                                                  (5,086)            (4,618)
                                                                              --------------      -------------
       Loans, net                                                                    529,239            484,452
Federal Home Loan Bank stock (at cost)                                                 2,200              1,897
Premises, furniture and equipment, net                                                11,575             10,583
Intangible assets                                                                     13,192             13,747
Accrued interest receivable and other assets                                          16,672             16,292
                                                                              --------------      -------------
          Total assets                                                        $      686,329      $     645,149
                                                                              ==============      =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
    Noninterest-bearing deposits                                              $       61,180      $      63,206
    Interest-bearing demand and savings deposits                                     227,906            229,302
    Interest-bearing time deposits                                                   268,595            229,739
                                                                              --------------      -------------
       Total deposits                                                                557,681            522,247
    Short-term borrowings                                                             28,064             27,273
    FHLB advances                                                                     30,823             30,027
    Note payable                                                                      11,900             12,950
    Accrued interest payable and other liabilities                                     7,309              6,867
                                                                              --------------      -------------
       Total liabilities                                                             635,777            599,364


Shareholders' equity
    Common stock, no par value:  20,000,000 shares authorized;
    3,593,088 and 3,586,140 shares issued and outstanding                              3,593              3,586
    Common stock to be distributed;  359,043 shares                                      359                  -
    Additional paid-in capital                                                        38,008             32,886
    Retained earnings                                                                 10,005             11,269
    Accumulated other comprehensive income                                            (1,413)            (1,956)
                                                                              --------------      --------------
       Total shareholders' equity                                                     50,552             45,785
                                                                              --------------      -------------

          Total liabilities and shareholders' equity                          $      686,329      $     645,149
                                                                              ==============      =============
</TABLE>
         See accomplanying notes to consolidated financial statements.
<PAGE>


                            LAFAYETTE BANCORPORATION
                      CONSOLIDATED STATEMENTS OF INCOME AND
                       COMPREHENSIVE INCOME For the three
                    months ended September 30, 2000 and 1999
              (Dollar amounts in thousands, except per share data)
                                   (Unaudited)

--------------------------------------------------------------------------------
<TABLE>

                                                                                   2000                1999
                                                                                   ----                ----
<S>                                                                         <C>                  <C>
Interest income
    Loans                                                                     $       12,036      $      10,216
Taxable securities                                                                       826                991
    Tax exempt securities                                                                413                393
    Other                                                                                152                 93
                                                                              --------------      -------------
       Total interest income                                                          13,427             11,693

Interest expense
    Deposits                                                                           6,069              4,748
    Short-term borrowings                                                                416                330
    Other borrowings                                                                     716                593
                                                                              --------------      -------------
       Total interest expense                                                          7,201              5,671
                                                                              --------------      -------------
Net interest income                                                                    6,226              6,022
Provision for loan losses                                                                300                270
                                                                              --------------      -------------
Net interest income after provision for loan losses                                    5,926              5,752
Noninterest income
    Income from fiduciary activities                                                     245                295
    Service charges on deposit accounts                                                  507                429
    Net realized gain/(loss) on securities                                               (12)                 8
    Net gain on loan sales                                                               193                200
    Other service charges and fees                                                       271                237
    Other operating income                                                               199                193
                                                                              --------------      -------------
       Total noninterest income                                                        1,403              1,362
                                                                              --------------      -------------
Noninterest expense
    Salaries and employee benefits                                                     2,776              2,569
    Occupancy expenses, net                                                              325                281
    Equipment expenses                                                                   446                310
    Intangible amortization                                                              185                183
    Other operating expenses                                                           1,203              1,133
                                                                              --------------      -------------
       Total noninterest expense                                                       4,935              4,476
                                                                              --------------      -------------
Income before income taxes                                                             2,394              2,638
Income taxes                                                                             760                888
                                                                              --------------      -------------
Net income                                                                             1,634              1,750
                                                                              --------------      -------------
Other comprehensive income, net of tax:
    Change in unrealized gains / (losses) on securities                                  460               (157)
                                                                              --------------      --------------
Comprehensive income                                                          $        2,094      $       1,593
                                                                              ==============      =============

Basic earnings per share                                                      $          .41      $         .44
                                                                              ==============      ==============
Diluted earnings per share                                                    $          .41      $         .43
                                                                              ==============      ==============
Dividends per share                                                           $          .09      $         .08
                                                                              ==============      ==============
</TABLE>

         See accomplanying notes to consolidated financial statements.
<PAGE>

                            LAFAYETTE BANCORPORATION
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                     For the nine months ended September 30,
                        2000 and 1999 (Dollar amounts in
                        thousands, except per share data)
                                   (Unaudited)

--------------------------------------------------------------------------------
<TABLE>
                                                                                   2000                1999
                                                                                   ----                ----
<S>                                                                        <C>                  <C>
Interest income
    Loans                                                                     $       34,276      $      27,993
Taxable securities                                                                     2,508              2,921
    Tax exempt securities                                                              1,239              1,133
    Other                                                                                405                396
                                                                              --------------      -------------
       Total interest income                                                          38,428             32,443

Interest expense
    Deposits                                                                          16,696             13,154
    Short-term borrowings                                                              1,241                973
    Other borrowings                                                                   1,884              1,568
                                                                              --------------      -------------
       Total interest expense                                                         19,821             15,695
                                                                              --------------      -------------
Net interest income                                                                   18,607             16,748
Provision for loan losses                                                                900                640
                                                                              --------------      -------------
Net interest income after provision for loan losses                                   17,707             16,108
Noninterest income
    Income from fiduciary activities                                                     878                798
    Service charges on deposit accounts                                                1,373              1,144
    Net realized gain/(loss) on securities                                               (12)                20
    Net gain on loan sales                                                               464                767
    Other service charges and fees                                                       796                667
    Other operating income                                                               790                519
                                                                              --------------      -------------
       Total noninterest income                                                        4,289              3,915
                                                                              --------------      -------------
Noninterest expense
    Salaries and employee benefits                                                     7,806              7,209
    Occupancy expenses, net                                                              907                790
    Equipment expenses                                                                 1,279                939
    Intangible amortization                                                              555                422
    Other operating expenses                                                           3,536              3,281
                                                                              --------------      -------------
       Total noninterest expense                                                      14,083             12,641
                                                                              --------------      -------------
Income before income taxes                                                             7,913              7,382
Income taxes                                                                           2,674              2,463
                                                                              --------------      -------------
Net income                                                                             5,239              4,919
                                                                              --------------      -------------
Other comprehensive income, net of tax:
    Change in unrealized gains / (losses) on securities                                  543             (1,586)
                                                                              --------------      --------------
Comprehensive income                                                          $        5,782      $       3,333
                                                                              ==============      ==============

Basic earnings per share                                                      $         1.33      $        1.25
                                                                              ==============      ==============
Diluted earnings per share                                                    $         1.31      $        1.22
                                                                              ==============      ==============
Dividends per share                                                           $          .28      $         .25
                                                                              ==============      ==============
</TABLE>

         See accomplanying notes to consolidated financial statements.
<PAGE>


                            LAFAYETTE BANCORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the nine months ended September 30, 2000 and 1999
                          (Dollar amounts in thousands)
                                   (Unaudited)

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

<TABLE>
                                                                           2000            1999
                                                                           ----            ----

<S>                                                                  <C>              <C>
Cash flows from operating activities
    Net income                                                         $     5,239    $     4,919
    Adjustments to reconcile net income to net cash
      from operating activities
       Depreciation                                                            983            663
       Net amortization                                                        546            534
       Provision for loan losses                                               900            640
       Net realized (gain)/loss on securities                                   12            (20)
       Net realized (gain) /loss on sale of :
          Other real estate                                                     (5)             -
       Change in assets and liabilities:
          Loans originated for sale                                        (37,190)       (56,635)
          Loans sold                                                        36,818         60,107
          Accrued interest receivable and other assets                      (1,206)        (2,236)
          Accrued interest payable and other liabilities                       442          1,447
                                                                       -----------    -----------
              Net cash from operating activities                             6,539          9,419

Cash flows from investing activities
    Change in interest-bearing balances with
      other financial institutions                                               -            (25)
    Purchase of securities available-for-sale                              (49,160)      (124,169)
    Proceeds from sales of securities available-for-sale                     2,375          7,318
    Proceeds from maturities of securities available-for-sale               49,520        100,099
    Purchase of securities held-to-maturity                                      -         (2,000)
    Proceeds from maturities of securities held-to-maturity                    229            158
    Loans made to customers, net of payments collected                     (45,687)       (65,762)
    Purchase of Federal Home Loan Bank stock                                  (303)          (358)
    Property and equipment expenditures                                     (1,975)        (2,527)
    Proceeds from sales of other real estate                                   470              -
                                                                       -----------    -----------
              Net cash from investing activities                           (44,531)       (87,266)

Cash flows from financing activities
    Net change in deposit accounts                                          35,434          8,796
    Cash received in branch acquisition for liabilities assumed, net
       of assets acquired                                                        -         45,266
    Net change in short-term borrowings                                        791         14,484
    Proceeds from FHLB advances                                             17,000              -
    Payments on FHLB advances                                              (16,204)          (739)
    Proceeds from note payable                                                   -         14,000
    Payments on note payable                                                (1,050)          (700)
    Common stock issued                                                         98            238
    Dividends paid                                                          (1,113)        (1,002)
                                                                       ------------   ------------
              Net cash from financing activities                            34,956         80,343

Net change in cash and cash equivalents                                     (3,036)         2,496
Cash and cash equivalents at beginning of period                            30,570         18,768
                                                                       -----------    -----------
Cash and cash equivalents at end of period                             $    27,534    $    21,264
                                                                       ===========    ===========

Supplemental disclosures of cash flow information
   Cash paid during the period for:
       Interest                                                        $    19,386    $    15,155
       Income taxes                                                          2,610          2,081
Non-cash investing activity
     Loans transferred to other real estate                            $        50    $       104
</TABLE>
         See accomplanying notes to consolidated financial statements.

<PAGE>


                            LAFAYETTE BANCORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2000
         (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)

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

NOTE 1 - BASIS OF PRESENTATION

The significant  accounting  policies followed by Lafayette  Bancorporation (the
"Corporation")   for  interim  financial   reporting  are  consistent  with  the
accounting  policies followed for annual financial  reporting.  The consolidated
interim  financial  statements  have been prepared in accordance  with Generally
Accepted Accounting  Principles and in accordance with instructions to Form 10-Q
and may not include all  information and footnotes  normally  disclosed for full
annual  financial  statements.  All  adjustments  which are,  in the  opinion of
management,  necessary  for a fair  presentation  of the results for the periods
reported have been included in the accompanying unaudited consolidated financial
statements and all such  adjustments are of a normal recurring  nature.  Certain
prior period  information  has been  reclassified  to  correspond  with the 2000
presentation.



NOTE 2 - PER SHARE DATA

In September 2000, the Corporation declared a 10% stock dividend to shareholders
of record October 2, 2000. A total of 359,043 common shares were issued November
1, 2000 in connection  with the 10% stock  dividend.  These  359,043  shares are
reflected as common stock to be  distributed  in the  September 30, 2000 balance
sheet, and the stock dividend reduced retained  earnings by $5,390 and increased
additional paid-in capital by $5,030.

The following  illustrates  the  computation  of basic and diluted  earnings per
share,  and includes the weighted  average  number of shares used in calculating
earnings and dividends per share amounts for the periods presented. The weighted
average number of shares has been retroactively restated for stock dividends and
splits.
<TABLE>

                                                                   Nine Months Ended
                                                                   -----------------
                                                           September 30,       September 30,
                                                               2000                1999
                                                               ----                ----
<S>                                                      <C>                <C>
Basic earnings per share
 Net income                                                $       5,239      $        4,919
Weighted average shares outstanding                            3,949,445           3,938,856
                                                           -------------      --------------
    Basic earnings per share                               $       1.33       $         1.25
                                                           =============      ==============
Diluted earnings per share
 Net income                                                $       5,239      $        4,919
Weighted average shares outstanding                            3,949,445           3,938,856
Dilutive effect of assumed exercise
  of Stock Options                                                40,037              97,724
                                                           -------------      --------------
    Diluted average shares outstanding                         3,989,482           4,036,580
                                                           --------------     --------------
    Diluted earnings per share                             $        1.31     $          1.22
                                                           ===============    ==============
</TABLE>
<PAGE>

                            LAFAYETTE BANCORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2000
         (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
                                                                  Three Months Ended
                                                                  ------------------
                                                           September 30,       September 30,
                                                               2000                1999
                                                               ----                ----
<S>                                                      <C>                <C>
Basic earnings per share
 Net income                                                $       1,634      $        1,750
Weighted average shares outstanding                            3,952,256           3,940,530
                                                           -------------      --------------
    Basic earnings per share                               $         .41      $          .44
                                                           =============      ==============
Diluted earnings per share
 Net income                                                $       1,634      $        1,750
Weighted average shares outstanding                            3,952,256           3,940,530
Dilutive effect of assumed exercise
  of Stock Options                                                25,834              97,761
                                                           -------------      --------------
    Diluted average shares outstanding                         3,978,090           4,038,291
                                                           --------------     --------------
         Diluted earnings per share                        $         .41      $          .43
                                                           ==============     ===============
</TABLE>


NOTE 3 - SECURITIES

The  amortized  cost and estimated  fair values of securities  are as follows at
September 30, 2000:

<TABLE>
                                                         Amortized                      Estimated
                                                           Cost                        Fair Value
<S>                                                   <C>                         <C>
Securities Available-for-Sale
U.S. Government and its agencies                       $     5,202                    $     5,085
Obligations of states and political subdivisions            30,223                         29,525
Corporate obligations                                        2,000                          1,996
Mortgage-backed and other asset-backed securities           40,241                         38,835
Other securities                                             2,562                          2,446
                                                       -----------                    -----------
                                                       $    80,228                    $    77,887
                                                       ===========                    ===========
Securities Held-to-Maturity
Obligations of states and political subdivisions       $     4,484                    $     4,542
                                                       ===========                    ===========


The  amortized  cost and estimated  fair values of securities  are as follows at
December 31, 1999:

                                                         Amortized                      Estimated
                                                           Cost                        Fair Value
Securities Available-for-Sale
U.S. Government and its agencies                       $     5,207                    $     5,005
Obligations of states and political subdivisions            28,785                         27,268
Corporate obligations                                        2,000                          1,973
Mortgage-backed and other asset-backed securities           44,402                         42,888
Other securities                                             2,567                          2,588
                                                       -----------                    -----------
                                                       $    82,961                    $    79,722
                                                       ===========                    ===========
Securities Held-to-Maturity
Obligations of states and political subdivisions       $     4,712                    $     4,709
                                                       ===========                    ===========
</TABLE>
<PAGE>

                            LAFAYETTE BANCORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2000
         (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)
--------------------------------------------------------------------------------

NOTE 4 - LOANS

Loans are comprised of the following:
<TABLE>
                                                                               September 30,       December 31,
                                                                                   2000                1999
                                                                                   ----                ----
<S>                                                                        <C>                  <C>

         Commercial and agricultural loans                                   $        220,094    $       192,760
         Real estate construction loans                                                52,214             47,375
         Residential real estate loans                                                210,438            197,181
         Installment loans to individuals                                              51,579             51,754
                                                                             ----------------    ---------------

             Total loans                                                     $        534,325    $       489,070
                                                                             ================    ===============
</TABLE>


NOTE 5 - ALLOWANCE FOR LOAN LOSSES

The activity in the allowance for loan losses is as follows:

                                                    2000                1999
                                                    ----                ----

Balance, January 1                          $       4,618      $        4,241
Provision charged to operations                       900                 640
Loans charged-off                                    (527)               (658)
Recoveries on loans previously charged-off             95                 132
                                             -------------      --------------

Balance, September 30                       $       5,086      $        4,355
                                             =============      ==============



NOTE 6 - SHORT-TERM BORROWINGS

Short-term borrowings are comprised of the following:

                                            September 30,       December 31,
                                                2000                1999
                                                ----                ----

 Repurchase agreements                  $       25,769      $      24,645
 Treasury tax and loan open-end note             2,295              2,628
                                        ----------------    ---------------

 Total short-term borrowings            $       28,064     $       27,273
                                        ================    ===============

<PAGE>


                            LAFAYETTE BANCORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2000
         (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)
--------------------------------------------------------------------------------

NOTE 7 - SEGMENT INFORMATION

The Corporation's operations include three primary segments:  banking,  mortgage
banking,  and trust.  Through its banking  subsidiary's  seventeen  locations in
Tippecanoe,  White, and Jasper Counties,  the Corporation  provides  traditional
community banking services,  such as accepting  deposits and making  commercial,
residential  and  consumer  loans.   Mortgage  banking  activities  include  the
origination of residential mortgage loans for sale on a servicing released basis
to various investors.  The Corporation's trust department provides both personal
and corporate trust services.

The Corporation's  three reportable  segments are determined by the products and
services  offered.  Interest on loans,  investments  and  deposits  comprise the
primary revenues and expenses of the banking operation,  net gains on loans sold
account  for  the  revenues  in  the  mortgage   banking   segment,   and  trust
administration fees provide the primary revenues in the trust department.

The following segment  financial  information has been derived from the internal
profitability  reporting system utilized by management to monitor and manage the
financial  performance of the Corporation.  The accounting policies of the three
segments  are  the  same  as  those  described  in the  summary  of  significant
accounting  policies of the annual report.  The  Corporation  evaluates  segment
performance based on profit or loss before income taxes. The evaluation  process
for the mortgage banking and trust segments include only direct expenses,  while
certain  indirect  expenses,  including  goodwill,  are  absorbed by the banking
operation.  The difference between segment totals and the consolidated financial
statements are primarily holding company amounts and income tax expense.

Quarter ended September 30:
<TABLE>


    2000                                                               Mortgage                               Total
    ----                                            Banking            Banking            Trust            Segments

<S>                                         <C>                <C>                <C>               <C>
     Net interest income                    $         6,434    $           35     $            -    $         6,469
     Net gain on loan sales                               -               193                  -                193
     Other revenue                                      965                 -                245              1,210
     Noncash items:
         Depreciation                                   324                13                 12                349
         Provision for loan loss                        300                 -                  -                300
     Segment profit/(loss)                            2,646               (21)                62              2,687
     Segment assets                                 682,097             3,700                191            685,988


    1999                                                               Mortgage                               Total
    ----                                            Banking            Banking            Trust            Segments


     Net interest income                    $         6,186    $           55     $            -    $         6,241
     Net gain on loan sales                               -               200                  -                200
     Other revenue                                      832                35                295              1,162
     Noncash items:
         Depreciation                                   224                11                 14                249
         Provision for loan loss                        270                 -                  -                270
     Segment profit                                   2,719                68                107              2,894
     Segment assets                                 633,388             6,777                211            640,376
</TABLE>
<PAGE>

                            LAFAYETTE BANCORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2000
         (Dollar amounts in thousands, except share and per share data)
                                   (Unaudited)
--------------------------------------------------------------------------------

Nine months ended September 30:

<TABLE>

    2000                                                              Mortgage                               Total
    ----                                            Banking            Banking            Trust            Segments
<S>                                         <C>                <C>                <C>               <C>
     Net interest income                    $        19,201    $          105     $            -    $        19,306
     Net gain on loan sales                               -               464                  -                464
     Other revenue                                    2,941                 6                878              3,825
     Noncash items:
         Depreciation                                   912                35                 36                983
         Provision for loan loss                        900                 -                  -                900
     Segment profit                                   7,993                85                312              8,390
     Segment assets                                 682,097             3,700                191            685,988

    1999                                                              Mortgage                               Total
    ----                                            Banking            Banking            Trust            Segments

     Net interest income                    $        17,034    $          172     $            -    $        17,206
     Net gain on loan sales                               -               767                  -                767
     Other revenue                                    2,271                79                798              3,148
     Noncash items:
         Depreciation                                   607                30                 26                663
         Provision for loan loss                        640                 -                  -                640
     Segment profit                                   7,273               423                281              7,977
     Segment assets                                 633,388             6,777                211            640,376

</TABLE>

<PAGE>

NOTE 8 - NEW ACCOUNTING PRONOUNCEMENTS

Beginning January 1, 2001 a new accounting standard will require all derivatives
to be recorded at fair value. Unless designated as hedges, changes in these fair
values will be recorded in the income  statement.  Fair value changes  involving
hedges will  generally be recorded by  offsetting  gains and losses on the hedge
and on the  hedged  item,  even if the  fair  value  of the  hedged  item is not
otherwise  recorded.  Adoption of this  pronouncement  is not expected to have a
material  effect on the  Corporation's  financial  results,  but the effect will
depend on derivative holdings when this standard is adopted.


ITEM 2.
                            LAFAYETTE BANCORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                       FINANCIAL CONDITION AND RESULTS OF
                          OPERATIONS (Dollar amounts in
                        thousands, except per share data)

Lafayette  Bancorporation  (the  "Corporation")  is a one-bank  holding  company
located  in  Lafayette,  Indiana.  The  Corporation's  wholly-owned  subsidiary,
Lafayette  Bank and Trust Company  ("Bank")  conducts  business  from  seventeen
offices in Tippecanoe,  White,  and Jasper  Counties,  Indiana.  The Corporation
provides a wide range of commercial and personal banking  activities,  including
accepting deposits;  making commercial and consumer loans;  originating mortgage
loans;  providing  personal and corporate trust services;  providing  investment
advisory and brokerage  services;  and  providing  auto,  homeowners,  and other
insurance products.

On March 15, 2000, the Corporation  opened a full-service  branch located in the
Super  Wal-Mart  in  Monticello,  Indiana.  Also,  on July 19,  2000,  a similar
full-service branch was opened in the Super Wal-Mart in Lafayette, Indiana. Both
of  these  locations  are open  seven  days a week to  serve  the  Corporation's
customers.

The  Corporation  established a new mortgage line of business  during the second
quarter of 2000,  which will assist  customers in securing  financing who do not
meet the  qualifications of conventional or traditional  mortgage loan programs.
The newly  created  Mortgage  Alternative  Department  will only offer  mortgage
products,  such as first and  second  mortgages  and  lines of  credit  that are
secured by real estate. Loans originated in this department are pre-approved for
sale and are sold in the secondary mortgage market with no servicing retained.


RESULTS OF OPERATIONS

Mergers and Acquisitions

On March 12,  1999,  the Bank  purchased  three Bank One,  Indiana,  branches in
Jasper  County,  Indiana,  located  in the  towns  of  DeMotte,  Remington,  and
Rensselaer.

The fair value of assets  acquired was  $71,749,  which  consisted  primarily of
commercial  loans,  the  physical   facilities,   goodwill,   and  core  deposit
intangibles. The fair value of liabilities assumed was $117,015, which consisted
primarily of customer  deposits.  Since the Bank acquired more  liabilities than
assets  in  the  transaction,  the  Bank  received  $45,266  of  cash  as of the
settlement date.

From a year-to-year  comparative standpoint,  this transaction had a significant
effect on the Corporation's results of operations, as the Corporation had use of
the earning assets and  interest-bearing  liabilities acquired during the entire
nine months of 2000, and only  approximately  six and one-half months during the
first nine months of 1999.

<PAGE>

Net Income

The Corporation  earned $1,634,  or $.41 per share (basic) for the third quarter
of 2000  compared to $1,750,  or $.44 per share (basic) for the third quarter of
1999. The $116, or 6.6% decrease in third quarter net income was attributable to
lower fees  generated  by the  Corporation's  trust  department,  in addition to
higher  interest  rates  paid on  interest-bearing  liabilities  and first  time
operational  costs  incurred  with the opening of the two new  branches  and the
Mortgage  Alternative  Department.  Net income increased $320, or 6.5% to $5,239
for the nine month period  ending  September  30, 2000 compared to the same 1999
time  period.  Basic  earnings per share were $1.33 and $1.25 for the nine month
periods  ending  September  30, 2000 and 1999,  respectively.  In  general,  the
increase in the 2000  year-to-date  earnings  was  attributable  not only to the
increase  in  earning  assets  and  liabilities  obtained  in  the  1999  branch
acquisitions,  but also, as mentioned above, the length of time these assets and
liabilities  were  owned by the  Corporation.  In  addition  to the  higher  net
interest  income,  gross earnings from the  Corporation's  trust  department and
investment  center,  along with  higher  service  charges and ATM fees were also
contributing factors in the earnings enhancement.  The increase in 2000 profits,
however,  was partially  offset by lower  realized gains on the sale of mortgage
loans,  along with higher  salaries and  benefits  expense,  provision  for loan
losses,  and  higher  operational  expenses  associated  with the two new branch
facilities and the new mortgage department.

Return on average assets (ROA) and return on average equity (ROE) are summarized
below.

                         Three Months Ending                 Nine Months Ending
                            September 30,                       September 30,
                       2000           1999                2000           1999
                       ----           ----                ----           ----

 ROA                   .96%          1.10%               1.05%           1.11%

 ROE                 13.11%         15.68%              14.52%          14.87%


The decrease in ROE for the three and nine months ending  September 30, 2000 was
primarily due to start-up and  operating  expenses  associated  with the two new
branches and the Mortgage Alternative Department.
<PAGE>

Net Interest Income

Net  interest  income is the most  significant  component  of the  Corporation's
earnings.  Net  interest  income is the  difference  between  interest  and fees
realized on earning assets, primarily loans and securities, and interest paid on
deposits and other borrowed  funds.  The net interest  margin is this difference
expressed as a percentage  of average  earning  assets.  Net interest  income is
determined  by several  factors,  including  the  volume of  earning  assets and
liabilities,  the mix of earning assets and liabilities, and interest rates. For
the nine months  ended  September  30, 2000 and 1999,  net  interest  income was
$18,607 and $16,748, respectively. This was a $1,859, or 11.1% increase over the
prior  year  and  was   primarily   the  result  of  the  Jasper  County  branch
acquisitions.  Net interest  income for the third  quarter of 2000 was $204,  or
3.4% higher than that same three month period ending  September  30, 1999.  From
September 1999 to September  2000 the rate of growth in loans was  approximately
one and  one-half  times  the rate of  growth  in  deposits  experienced  by the
Corporation,  thereby contributing to the higher net interest income recognized.
During the third  quarter,  the rate of loan growth  slowed and higher  interest
rates were paid on  interest-bearing  liabilities,  which led to the Corporation
recognizing only a moderate increase in third quarter net interest income.

Total interest  income for the nine month periods ending  September 30, 2000 and
1999 was $38,428 and $32,443,  respectively,  an increase in 2000 of $5,985,  or
18.4%.  Total interest income for the third quarter of 2000 was $1,734, or 14.8%
greater  than that  same  1999  quarter.  Interest  and fees on loans  increased
$6,283,  or 22.4% to  $34,276  for the first  nine  months of 2000  compared  to
$27,993  for the first  nine  months of 1999.  For the  third  quarter  of 2000,
interest  and fees on loans  increased  $1,820,  or 17.8%  compared to the third
quarter of 1999.  From September 1999 to September  2000,  average loan balances
increased $55,233,  or 11.5%.  Investment security income decreased 7.6% for the
nine month period  ending  September  30, 2000 and also  declined  10.5% for the
third quarter of 2000 when compared to the same 1999 time periods. The reduction
of  investment  security  income for both of these  periods  was the result of a
change in asset mix from the  security  portfolio  to the loan  portfolio.  From
September 1999 to September 2000, average investment  security balances declined
$16,213, or 16.0%.
<PAGE>

Total interest  expense for the nine month period ending  September 30, 2000 and
1999 was $19,821 and $15,695, respectively. For the third quarter of 2000, total
interest expense increased  $1,530,  or 27.0%,  compared to the third quarter of
1999.  From September  1999 to September  2000,  total average  interest-bearing
liabilities,  including short-term and long-term borrowings,  increased $35,687,
or 6.8%. While interest expense on the note payable the Corporation  obtained in
connection with the Jasper County branch acquisition increased during these time
periods,  it was the  higher  average  balance of  interest-bearing  liabilities
coupled  with the higher  interest  rates paid for the use of these  funds which
primarily led to the overall increase in interest expense.

The following  table  summarizes  the  Corporation's  net interest  income (on a
tax-equivalent  basis) for each of the  periods  presented.  A marginal  federal
income tax rate of 34% for each period was used.

<TABLE>
                                       Nine Months                         Change from
                                   Ended September 30,                    Prior Period
                                   2000             1999             Amount        Percent
                                   ----             ----             ------        -------
<S>                              <C>               <C>               <C>             <C>
Interest income                  $39,094           $33,043           $6,051          18.3%

Interest expense                  19,821            15,695            4,126          26.3%
                                  ------            ------            ------
     Net interest income         $19,273           $17,348           $1,925          11.1%
                                 =======           =======           =======
</TABLE>


<TABLE>
                                      Three Months                         Change from
                                   Ended September 30,                    Prior Period
                                   2000             1999             Amount        Percent
                                   ----             ----             ------        -------
<S>                              <C>               <C>               <C>             <C>
Interest income                  $13,661           $11,898           $1,763          14.8%

Interest expense                   7,201             5,671            1,530          27.0%
                                  ------            ------           ------
     Net interest income          $6,460            $6,227           $  233           3.7%
                                  ======            ======           ======
</TABLE>

<PAGE>

The net interest  margin,  on a tax equivalent  basis for the nine months ending
September 30, 2000 and 1999 was 4.24% and 4.25%, respectively.

Provision for Loan Losses and Asset Quality

The provision for loan losses represents charges made to earnings to maintain an
adequate  allowance  for loan losses.  The  allowance is maintained at an amount
believed by management to be sufficient to absorb losses  inherent in the credit
portfolio.  Management conducts,  on a quarterly basis, a detailed evaluation of
the adequacy of the allowance.

Loans with a fair value of $56,398 were acquired in the Bank One, Indiana branch
acquisitions.  The  fair  value  of  loans  acquired  was  net of a  fair  value
adjustment for credit risk of $563.  This credit risk valuation  account will be
used to absorb future charge-off's recorded on the acquired loans.

The consolidated provision for loan losses was $900 and $640 for the nine months
ending September 30, 2000 and 1999, respectively.  The increase in the provision
was a result of the Corporation's  continued loan growth. The allowance for loan
losses was $5,086  and $4,618 at  September  30,  2000 and  December  31,  1999,
respectively. Adding the established credit valuation account with the allowance
for loan losses,  the  allowance as a percentage of loans was 1.04% and 1.06% at
September 30, 2000 and December 31, 1999,  respectively.  The provision for loan
losses increased $260, or 40.6% to $900 for the period ending September 30, 2000
while net charge-off"s  decreased  approximately  $95, or 18.1% during that same
time period.  The  increase in the  provision  for loan  losses,  along with the
decrease in the net loan charge-off  activity  allowed the allowance to increase
at a similar pace as the Corporation's loan portfolio.

Nonperforming  loans include  nonaccrual  loans,  restructured  loans, and loans
delinquent 90 days or more.  Loans are classified as nonaccrual  when management
believes that  collection of interest is doubtful,  typically  when payments are
past due 90 days,  unless  the  loans are well  secured  and in the  process  of
collection.


The following table indicated the composition of nonperforming loans:
<TABLE>

                                                                               September 30,       December 31,
                                                                                   2000                1999
                                                                                   ----                ----

         <S>                                                                <C>                 <C>
         Loans past due 90 days or more                                      $            919    $           584
         Nonaccrual loans                                                               2,522                622
         Restructured loans                                                                93                114
                                                                             ----------------    ---------------

             Total nonperforming loans                                       $          3,534    $         1,320
                                                                             ================    ===============
</TABLE>
<PAGE>

Despite  the  increase  in  nonperforming  loan totals at  September  30,  2000,
management   continues  to  believe  the  overall  asset  quality  to  be  good.
Historically,   the  Corporation  has  experienced   relatively  low  levels  of
nonperforming  loans. While nonperforming loan totals were significantly  higher
at the end of the third  quarter,  the current level of  nonperforming  loans is
considered to be manageable, and efforts are underway to collect these loans. As
a percentage of the loan portfolio,  nonperforming  loans totaled .66% and .27%,
respectively.  Loans past due 90 days or more  increased  $335,  or 57.4%  since
year-end,  primarily  due to the  increases  in mortgage  and  installment  loan
delinquencies.  The $1,900,  or 305.5%  increase in nonaccrual loan totals since
December  31, 1999 was  attributable  to five large new  commercial  loans being
added to the nonaccrual list.

Noninterest Income and Expense

Noninterest income totaled $4,289 for the first nine months of 2000, compared to
$3,915 for the same period in 1999,  an increase of $374,  or 9.6%.  Noninterest
income for the second quarter of 2000 increased $41, or 3.0%, to $1,403 compared
to the prior year.

Income from  fiduciary  activities  was $878 and $798 for the nine months ending
September  30,  2000 and 1999,  respectively.  This  $80,  or 10%  increase  was
attributable  to the  increase  in the  base  fee  structure  related  to  trust
activities and services. For the third quarter of 2000, trust fees declined $50,
or 16.9% to $245. The  performance of the stock market,  which also effects fees
assessed on certain trust  accounts,  was generally  higher during the first two
quarters of 2000 than it was during the third quarter of 2000.

Service  charges  on  deposit  accounts   comprise  the  largest   component  of
noninterest  income.  The $229, or 20.0%  increase in revenue for the first nine
months of 2000 was  attributed to the larger deposit base being assessed fees as
a result of the March 1999 branch  acquisitions.  For the third quarter of 2000,
service  charges on deposit  accounts  increased $78, or 18.2%,  compared to the
prior year.  Higher NSF volume  along with an increase in the fee  structure  in
mid-June accounted for the majority of the increase.

Net gain on loans originated and sold in the secondary mortgage market were $464
and $767 for the nine months ending September 30, 2000 and 1999, respectively, a
decrease of $303,  or 39.5%.  For the third  quarter of 2000,  net gain on loans
sold in the secondary  mortgage market was $7, or 3.5%, lower than the 1999 time
period.  The  general  increase  in the  interest  rate  environment  has  had a
significant  negative impact on mortgage banking  activities,  especially in the
area of  refinancings.  Loans sold for the nine months ended  September 30, 2000
decreased  $23,289,  or 38.7%  compared to the prior  year,  while sales for the
three months ended  September 30, 2000  declined  $864, or 5.6% when compared to
that same time period one year earlier.

Other  service  charges  and fees were $796 and $667 for the nine  months  ended
September 30, 2000 and 1999,  respectively,  an increase of $129, or 19.3%.  For
the third  quarter of 2000,  other  service  charges and fees rose $34, or 14.3%
compared to the prior year. An increase in non-customer ATM transaction  volumes
accounted for the majority of the increases posted in each time period.

Other  operating  income  increased  $271, or 52.2%,  to $790 for the first nine
months of 2000,  while also increasing $6, or 3.1% for the third quarter of 2000
when compared to the  corresponding  prior year time periods.  The Corporation's
Investment  Center, a full service  brokerage  operation offered through Raymond
James Financial Services, Inc., member NASD/SIPC, continued to take advantage of
the investing opportunities the stock market offered. As a result, revenues grew
$368, or 178.6% for the first nine months of 2000, while also increasing $55, or
68.8% for the three month period ending September 20, 2000.  Slightly offsetting
these increases in Investment Center income is decreased volume incentive income
in the  secondary  mortgage  market  department,  largely due to the lower sales
volumes already discussed.

Noninterest  expense totaled $14,083 for the first nine months of 2000, compared
to $12,641 for that same 1999  period,  an increase of $1,442,  or 11.4%.  Total
noninterest expense for the third quarter of 2000 was $459, or 10.3% higher than
the prior year.

Salaries and  employee  benefits  expense was $7,806 for the nine months  ending
September 30, 2000, an increase of $597, or 8.3% from the $7,209 recorded in the
first nine months of 1999.  Total  salaries and  benefits  expense for the third
quarter of 2000 increased  $207, or 8.1%, to $2,776  compared to $2,569 recorded
for the three months  ending  September  30,  1999.  In addition to the staffing
needs of the two new  branches  and the  start-up  of the  Mortgage  Alternative
Department,  the  majority of the  increase was  attributable  to the  personnel
acquired in the 1999 Jasper County branch acquisitions. The Corporation employed
the Jasper County  branch staff during the entire nine months of 2000,  compared
to only six and one-half  months in 1999. A decrease of $368 in the valuation of
the stock  appreciation  rights granted to certain senior  executives  partially
offset the increase in salary and employee  benefits for the nine months  ending
September 30, 2000.
<PAGE>

Occupancy and equipment  expenses  increased  $117, or 14.8% and $340, or 36.2%,
respectively for the nine months ending September 30, 2000. For the three months
ending September 30, 2000,  occupancy and equipment  expenses  increased $44, or
15.7%  and  $136,  or  43.9%,  respectively.  While a  certain  amount  of these
increases  relate to the opening of the two new branches as well as the Mortgage
Alternative  Department,  the majority of the total  increase in  occupancy  and
equipment expenses is related to higher depreciation  expense.  This is a result
of not  only  the  items  acquired  in the  branch  acquisitions,  but  also the
investment the  Corporation  is making in new  technology.  A new  communication
system, along with a wide- area network, teller system and proof imaging system,
has been installed to enable the  Corporation to remain  competitive  within the
market area while also improving overall operational efficiencies.

The $133, or 31.5% increase in intangible amortization is solely attributable to
the purchase of the Jasper County branches.

Other  operating  expenses  increased $255, or 7.8% to $3,536 for the first nine
months of 2000  compared  to the same 1999 time  period and $70, or 6.2% for the
three months  ending  September  30, 2000.  The majority of the increase in this
category  for  each  of  these  time  periods  is  attributable  to the  ongoing
operational  expenses of the branches acquired and new branches opened for items
such as telephone,  employee education, in addition to increased fees associated
with higher ATM volumes.

Income Taxes

The  Corporation's  effective  tax rate for the nine months ended  September 30,
2000 and 1999 was 33.8% and  33.4%,  respectively.  For the three  months  ended
September  30, 2000 and 1999,  the effective  tax rate for the  Corporation  was
31.7% and 33.7% respectively.


FINANCIAL CONDITION

Total  assets  were  $686,329  at  September  30,  2000  compared to $645,149 at
December 31, 1999, an increase of $41,180.  Loans held for sale  increased  $372
while net loans and net premises, furniture, and equipment increased $44,787 and
$922,  respectively.  Conversely,  cash and cash  equivalents,  total investment
securities,   and  intangible  assets  decreased  $3,036,   $2,063,   and  $555,
respectively.

Total deposits  increased  $35,434 to $557,681 at September 30, 2000 compared to
$522,247 at December 31, 1999.  Short-term  borrowings,  consisting primarily of
repurchase agreements,  and FHLB advances increased $791 and $796, respectively.
The $796 net  increase in FHLB  advances was a result of $17,000 in new advances
obtained by the  Corporation,  offset by $16,204 of  repayments  throughout  the
first  nine  months of 2000.  Accrued  interest  payable  and other  liabilities
increased $442, while quarterly principal repayments on the note payable totaled
$1,050.
Capital
<PAGE>

The Corporation and Bank are subject to various regulatory capital guidelines as
required by federal and state  banking  agencies.  These  guidelines  define the
various components of core capital and assign risk weights to various categories
of assets.

Tier 1 capital consists of  shareholders'  equity less goodwill and core deposit
intangibles,  as defined by bank  regulators.  The  definition of Tier 2 capital
includes the amount of allowance  for loan losses which does not exceed 1.25% of
gross  risk  weighted  assets.  Total  capital  is the sum of Tier 1 and  Tier 2
capital.

The minimum requirements under the capital guidelines are a 4.00% leverage ratio
(Tier 1 capital divided by average assets less intangible  assets and unrealized
gains/losses),  a 4.00% Tier 1 risk-based  capital ratio (Tier 1 capital divided
by risk-weighted  assets), and an 8.00% total capital ratio (Tier 1 capital plus
Tier 2 capital divided by risk-weighted assets).

The Federal  Deposit  Insurance  Corporation  Improvement  Act of 1991  (FDICIA)
requires  federal  regulatory  agencies  to define  capital  tiers.  These  are:
well-capitalized,   adequately  capitalized,   undercapitalized,   significantly
undercapitalized,  and critically  undercapitalized.  Under these regulations, a
"well-capitalized" institution must achieve a Tier 1 risk-based capital ratio of
at least 6.00%,  a total capital ratio of at least 10.00%,  and a leverage ratio
of at least 5.00% and not be under a capital  directive  order.  Failure to meet
capital  requirements can initiate  regulatory action. If an institution is only
adequately  capitalized,  regulatory  approval is  required  to accept  brokered
deposits.  If  undercapitalized,   capital  distributions,   asset  growth,  and
expansion  may be  limited,  and the  institution  may be  required  to submit a
capital restoration plan.

At September 30, 2000,  management was not aware of any current  recommendations
by banking regulatory  authorities which, if they were to be implemented,  would
have, or are reasonably  likely to have, a material effect on the  Corporation's
consolidated liquidity, capital resources or operations

The  Corporation's  actual  consolidated  capital  amounts are  presented in the
following table.
<TABLE>

                                                                               September 30,       December 31,
                                                                                   2000                1999
                                                                                   ----                ----

     <S>                                                                   <C>                  <C>
       Tier 1 capital
         Shareholders' equity                                                $         50,552    $        45,785
         Less:  Intangibles                                                           (13,190)           (13,737)
                  Net unrealized losses on available-for-sale
                     equity securities                                                   (116)                 -
         Add/less:  Unrealized loss/(gain) on securities                                1,413              1,956
                                                                             ----------------    ---------------
             TOTAL TIER 1 CAPITAL                                            $         38,659    $        34,004
                                                                             ================    ===============

       Total capital
         Tier 1 capital                                                      $         38,659    $        34,004
         Allowable allowance for loan losses                                            5,086              4,618
                                                                             ----------------    ---------------
             TOTAL  CAPITAL                                                  $         43,745    $        38,622
                                                                             ================    ===============
       RISK WEIGHTED ASSETS                                                  $        522,554    $       483,307
                                                                             ================    ===============
       AVERAGE ASSETS                                                        $        669,292    $       627,045
                                                                             ================    ===============
</TABLE>
<PAGE>

The Corporation and Bank's actual capital ratios and minimum required levels are
presented in the following table.

<TABLE>
                                   Actual ratios as of                       Minimum
                              September 30,    December 31,             Capital Adequacy          Well-Capitalized
                                  2000             1999                    Requirement               Requirement
                                  ----             ----                    -----------               -----------
<S>                            <C>              <C>                      <C>                         <C>
Tier I Capital
 (to average assets)
    Consolidated                  5.78%              5.42%                    4.00%                     5.00%
    Lafayette Bank and Trust      7.37%              7.22%                    4.00%                     5.00%

Tier I Capital
 (to risk weighted assets)
    Consolidated                  7.40%             7.04%                     4.00%                     6.00%
    Lafayette Bank and Trust      9.36%             9.38%                     4.00%                     6.00%

Total Capital
 (to risk weighted assets)
    Consolidated                   8.37%              7.99%                   8.00%                    10.00%
    Lafayette Bank and Trust      10.33%             10.33%                   8.00%                    10.00%

</TABLE>

Management  believes the Bank met all the capital  requirements  as of September
30, 2000 and December 31, 1999,  and was  well-capitalized  under the regulatory
framework  for  prompt  corrective   action.  The  Corporation,   however,   was
categorized as undercapitalized as of December 31, 1999 due to the Jasper County
branch  acquisitions,  with a total capital ratio of 7.99%,  slightly  below the
8.00% minimum. The Corporation  returned to adequately  capitalized status as of
March 31,  2000 and has  maintained  that status  through  September  30,  2000.
Although the  Corporation's  capital was slightly  below the minimum at December
31,  1999,  no  corrective  regulatory  action  was  initiated  by  the  banking
regulatory  authorities,  and management anticipates  maintaining its adequately
capitalized status in the foreseeable future. The Federal Reserve Bank considers
the holding company capital adequacy in connection with any application activity
which requires their approval.  Further,  since the Corporation's capital levels
are below the  well-capitalized  category,  the use of expedited Federal Reserve
Bank procedures in any  application  activity which requires their approval will
not  be   available   to  the   Corporation   until   it  once   again   becomes
well-capitalized.  Certain  statements  in this  paragraph  relating  to  future
capital levels of the Corporation and Bank are forward-looking  which may or may
not be accurate  due to the  impossibility  of  predicting  future  economic and
business  events,  including the ability of the Corporation to raise  additional
capital,  if needed, as well as other factors that are beyond the control of the
Corporation.
<PAGE>

Liquidity

The  consolidated  statement of cash flows  illustrates  the elements which gave
rise to the change in the  Corporation's  cash and cash equivalents for the nine
months ended  September 30, 2000 and 1999.  Including net income of $5,239,  the
net cash from  operating  activities for the first nine months of 2000 generated
$6,539 of available cash. Net cash from investing activities utilized $44,531 of
available  cash  primarily  as a result of $45,687 of net loan  fundings  by the
Corporation.  Net cash from financing  activities generated $34,956 of available
cash as a result of an $35,434 increase in deposits,  along with a $791 increase
in short-term  borrowings and net proceeds of $796 of FHLB  advances,  offset by
$1,050 of note payable principal repayments and $1,113 in dividends paid.

Total cash  outflows for the nine month period in 2000  exceeded cash inflows by
$3,036  resulting in a cash and cash equivalent  balance of $27,534 at September
30, 2000.

ITEM 3.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market  risk of the  Corporation  encompasses  exposure  to both  liquidity  and
interest rate risk and is reviewed  quarterly by the  Asset/Liability  Committee
and the  Board  of  Directors.  There  have  been  no  material  changes  in the
quantitative and qualitative  disclosures about market risks as of September 30,
2000 from the analysis and disclosures  provided in the Corporation's  Form 10-K
for the year ended December 31, 1999.


PART II.   OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

        (a)   Exhibits
                 27   Financial Data Schedule for September 30, 2000

        (b)   Reports on Form 8-K
                 No Form 8-K was filed  with the SEC during  the  quarter  ended
September 30, 2000.

<PAGE>

SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


Date:  November 10, 2000                 By /s/ Robert J. Weeder
                                        ---------------------------------------
                                                Robert J. Weeder
                                                President and CEO


Date:  November 10, 2000                By /s/ Marvin S. Veatch
                                        ---------------------------------------
                                               Marvin S. Veatch
                                               Vice President and Controller