SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549



                                    FORM 10-Q

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

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

For Quarter Ended September 30, 2000              Commission File Number 0-20378


                               CENIT BANCORP, INC.
                              --------------------
               (Exact name of registrant as specified in its charter)

          Delaware                                       54-1592546
-------------------------------                  -------------------------------
(State or other jurisdiction of                  (I.R.S. Employer Identification
 incorporation or organization)                               Number)

300 E. Main Street, Suite 1350
    Norfolk, Virginia                                        23510
-------------------------------                            ---------
(Address of principal executive office)                    (Zip code)

    Registrant's telephone number, including area code:     (757) 446-6600

    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
                            -----                      -----

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


Common Stock $.01 Par Value                                 4,450,408
       Title of Class                               ----------------------------
                                                    Number of Shares Outstanding
                                                    as of November 1, 2000


<PAGE>


                       CENIT BANCORP, INC. AND SUBSIDIARY

                                    Contents
--------------------------------------------------------------------------------

                                                                           Page
PART I - FINANCIAL INFORMATION

Item 1
   Financial Statements

Consolidated Statement of Financial Condition as of September 30, 2000
(Unaudited) and December 31, 1999..........................................  1

Unaudited Consolidated Statement of Operations for the Three Months and
Nine Months ended September 30, 2000 and September 30, 1999................  2

Unaudited Consolidated Statement of Comprehensive Income for the Nine
Months Ended September 30, 2000 and September 30, 1999.....................  3

Unaudited Consolidated Statement of Changes in Stockholders' Equity for
the Nine Months ended September 30, 2000...................................  4

Unaudited Consolidated Statement of Cash Flows for the Nine Months
ended September 30, 2000 and September 30, 1999............................  5

Notes to Unaudited Consolidated Financial Statements.......................  6

Item 2
   Management's Discussion and Analysis of Financial Condition and
   Results of Operations..................................................   6

Item 3
   Quantitative and Qualitative Disclosures About Market Risk.............  17

PART II - OTHER INFORMATION

Item 1
   Legal Proceedings .....................................................  17

Item 2
   Changes in Securities..................................................  17

Item 3
   Defaults Upon Senior Securities........................................  17

Item 4
   Submission of Matters to a Vote of Security Holders....................  17

Item 5
   Other Information .....................................................  17

Item 6
   Exhibits and Reports on Form 8-K.......................................  17

Signatures................................................................  18

<PAGE>

PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements

<TABLE>

                                                  CENIT BANCORP, INC. AND SUBSIDIARY

                                             CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
                                             (Dollars in thousands, except per share data)
<CAPTION>

                                                                   ASSETS

                                                                           (Unaudited)
                                                                       September 30, 2000       December 31, 1999
                                                                       ------------------       -----------------
<S>                                                                        <C>                     <C>
Cash                                                                       $  16,811               $   17,554
Federal funds sold                                                            12,468                   12,908
Securities available for sale at fair value (adjusted
   cost of $107,122 and $139,386, respectively)                              106,341                  138,298
Loans, net:
   Held for investment                                                       473,080                  469,618
   Held for sale                                                               2,392                    3,456
Interest receivable                                                            3,839                    4,067
Real estate owned, net                                                            81                      218
Federal Home Loan Bank stock, at cost                                          5,050                    7,100
Property and equipment, net                                                   13,152                   13,757
Goodwill and other intangibles, net                                            3,031                    3,293
Other assets                                                                   4,282                    3,944
                                                                          ----------                ---------
                                                                          $  640,527                $ 674,213
                                                                          ==========                =========

                                                 LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
   Deposits:
     Noninterest-bearing                                                  $   80,662                $  64,491
     Interest-bearing                                                        401,758                  400,127
                                                                          ----------                ---------
        Total deposits                                                       482,420                  464,618
   Advances from the Federal Home Loan Bank                                   88,000                  142,000
   Securities sold under agreements to repurchase                             15,627                   13,233
   Advance payments by borrowers for taxes and insurance                         957                      565
   Other liabilities                                                           3,404                    2,532
                                                                          ----------                ---------
        Total liabilities                                                    590,408                  622,948
                                                                          ----------                ---------
Stockholders' equity:
   Preferred stock, $.01 par value; authorized 3,000,000
     shares; none outstanding                                                      -                        -
   Common stock, $.01 par value; authorized 7,000,000 shares;
     issued and outstanding 4,488,882 and 4,751,644 shares,
     at September 30, 2000 and December 31, 1999, respectively                    45                       48
   Additional paid-in capital                                                  9,542                   12,964
   Retained earnings - substantially restricted                               44,816                   42,914
   Common stock acquired by Employee Stock Ownership Plan (ESOP)              (3,710)                  (3,862)
   Common stock acquired by Management Recognition
     Plan (MRP)                                                                  (90)                    (125)
   Accumulated other comprehensive loss, net of income taxes                    (484)                    (674)
                                                                          ----------                ---------
     Total stockholders' equity                                               50,119                   51,265
                                                                          ----------                ---------
                                                                          $  640,527                $ 674,213
                                                                          ==========                =========
<FN>
The notes to unaudited consolidated financial statements are an integral part of
this statement.
</FN>


</TABLE>

                                       1

<PAGE>

<TABLE>

                                                  CENIT BANCORP, INC. AND SUBSIDIARY

                                              UNAUDITED CONSOLIDATED STATEMENT OF INCOME
                                             (Dollars in thousands, except per share data)
<CAPTION>

                                                                Three months                        Nine Months
                                                                    Ended                              Ended
                                                                September 30,                     September 30,
                                                            2000            1999              2000             1999
                                                            ----            ----              ----             ----
<S>                                                     <C>            <C>               <C>              <C>
Interest and fees on loans                              $  9,646       $   8,857         $  28,100        $  27,500
Interest on mortgage-backed certificates                   1,211             731             4,046            1,263
Interest on investment securities                            518             847             1,958            2,425
Dividends and other interest income                          259             255               779              796
                                                        --------       ---------         ---------        ---------
     Total interest income                                11,634          10,690            34,883           31,984
                                                        --------       ---------         ---------        ---------
Interest on deposits                                       4,579           4,193            13,337           12,560
Interest on borrowings                                     1,644           1,255             5,358            3,591
                                                        --------       ---------         ---------        ---------
     Total interest expense                                6,223           5,448            18,695           16,151
                                                        --------       ---------         ---------        ---------
     Net interest income                                   5,411           5,242            16,188           15,833
Provision for loan losses                                     19              39                48               75
                                                        --------       ---------         ---------        ---------
     Net interest income after provision
       for loan losses                                     5,392           5,203            16,140           15,758
                                                        --------       ---------         ---------        ---------
Other income:
     Deposit fees                                            672             603             2,046            1,886
     Merchant processing fees                                650             716             1,767            1,907
     Gains on sales of loans and securities, net             237             174               512              606
     Commercial mortgage brokerage fees                      164               0               166              168
     Other                                                   209             398               670              979
                                                        --------       ---------         ---------        ---------
                  Total other income                       1,932           1,891             5,161            5,546
                                                        --------       ---------         ---------        ---------
Other expenses:
     Salaries and employee benefits                        2,179           1,951             6,446            6,522
     Equipment, data processing and supplies                 770             730             2,364            2,221
     Net occupancy expense of premises                       591             528             1,719            1,576
     Merchant processing                                     506             550             1,360            1,533
     Expenses, gains/losses on sales and provision
       for losses on real estate owned, net                    2              11                41               46
     Professional fees                                       132              88               477              479
     Other                                                   597             691             1,766            1,888
                                                        --------       ---------         ---------        ---------
                  Total other expenses                     4,777           4,549            14,173           14,265
                                                        --------       ---------         ---------        ---------
Income before income taxes                                 2,547           2,545             7,128            7,039
Provision for income taxes                                   917             916             2,566            2,534
                                                        --------       ---------         ---------        ---------
     Net income                                         $  1,630       $   1,629         $   4,562        $   4,505
                                                        ========       =========         =========        =========
Earnings per share:
     Basic                                              $    .37       $     .35         $    1.02        $     .98
                                                        ========       =========         =========        =========
     Diluted                                            $    .37       $     .35         $    1.01        $     .97
                                                        ========       =========         =========        =========

Dividends per common share paid                         $    .15       $     .15         $     .45        $     .45
                                                        ========       =========         =========        =========


<FN>
The notes to unaudited consolidated financial statements are an integral part of
this statement.
</FN>

</TABLE>

                                       2

<PAGE>

<TABLE>


                                                  CENIT BANCORP, INC. AND SUBSIDIARY

                                       UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                                        (Dollars in thousands)
<CAPTION>
                                                                                                Nine Months
                                                                                                   Ended
                                                                                               September 30,
                                                                                         2000             1999
                                                                                         ----             ----
<S>                                                                                    <C>               <C>
Net income                                                                             $  4,562          $ 4,505
                                                                                       --------          -------

Other  comprehensive  income  (loss),  before  income  taxes:  Unrealized  gains
   (losses) on securities available for sale:
     Unrealized holding gains (losses) arising during the period                            323           (1,211)
     Less: reclassification adjustment for gains included in net income                      16                -
                                                                                       --------          -------

Other comprehensive income (loss), before income taxes                                      307           (1,211)

Income tax (provision) benefit related to items of other comprehensive income (loss)       (117)             460
                                                                                       --------          -------

Other comprehensive income (loss), net of income taxes                                      190             (751)
                                                                                       --------          -------

Comprehensive income                                                                   $  4,752          $ 3,754
                                                                                       ========          =======




























<FN>
The notes to unaudited consolidated financial statements are an integral part of
this statement.
</FN>

</TABLE>

                                       3

<PAGE>


<TABLE>

                                                  CENIT BANCORP, INC. AND SUBSIDIARY

                                  UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                                 Nine Months Ended September 30, 2000
                                                        (Dollars in thousands)



<CAPTION>

                                                                                              Accumulated
                                                                                   Common        Other
                                                                                   Stock      Comprehensive
                                               Common     Additional              Acquired    Income (Loss)
                                 Common         Stock       Paid-In    Retained   by ESOP      Net of Income
                               Stock Shares    Amount       Capital    Earnings    and MRP        Taxes        Total
                                 ---------     ------     ----------   --------   --------    --------------   -----

<S>                               <C>            <C>       <C>        <C>        <C>          <C>          <C>
Balance, December 31, 1999        4,751,644      $ 48      $12,964    $42,914    $(3,987)     $ (674)      $ 51,265


Comprehensive income                      -         -            -      4,562          -         190          4,752


Cash dividends declared                   -         -            -     (2,660)         -           -         (2,660)


Exercise of stock options and
 related tax benefits                 7,738         -           54          -          -           -             54


Stock repurchases                  (270,500)       (3)      (3,427)         -          -           -         (3,430)


Other                                     -         -          (49)         -        187           -            138
                                    -------      ----      -------    -------     ------      ------       --------


Balance, September 30, 2000       4,488,882      $ 45      $ 9,542    $44,816    $(3,800)     $ (484)      $ 50,119
                                  =========      ====      =======    =======    =======      ======       ========



















<FN>
The notes to unaudited consolidated financial statements are an integral part of
this statement.
</FN>
</TABLE>

                                       4

<PAGE>

<TABLE>

                                                  CENIT BANCORP, INC. AND SUBSIDIARY

                                            UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                        (Dollars in thousands)
<CAPTION>

                                                                         Nine months ended September 30,
                                                                         -------------------------------
                                                                             2000               1999
                                                                             ----               ----
<S>                                                                       <C>                <C>
Cash flows from operating activities:
   Net income                                                             $  4,562           $  4,505
   Adjustments to reconcile net income to net cash
        provided by operating activities:
     Provision for loan losses                                                  48                 75
     Provision for losses on real estate owned                                  26                 22
     Amortization of loan yield adjustments                                    710                569
     Depreciation, amortization and accretion, net                           1,367              1,279
     Exercise of stock options tax benefit                                      32                159
     Net gains on sales/disposals of:
        Securities                                                             (16)                 -
        Loans                                                                 (496)              (606)
        Real estate, property and equipment                                    (80)              (298)
     Proceeds from sales of loans held for sale                             32,649             46,171
     Originations of loans held for sale                                   (31,102)           (42,710)
     Change in assets/liabilities:
        Decrease in interest receivable and other assets                        55                577
        Increase (decrease) in other liabilities                               114             (2,398)
                                                                         ---------           --------
Net cash provided by operating activities                                    7,869              7,345
                                                                         ---------           --------
Cash flows from investing activities:
   Purchases of securities available for sale                               (5,538)           (86,762)
   Principal repayments on securities available for sale                    11,627              6,494
   Proceeds from maturities of securities available for sale                 8,000             12,350
   Proceeds from sales of securities available for sale                     18,193                  -
   Net (increase) decrease in loans held for investment                     (4,063)            17,978
   Net (expense) proceeds on sales of real estate owned                        (40)               284
   Additions to real estate owned                                               (6)               (24)
   Purchases of Federal Home Loan Bank stock                                  (250)            (2,500)
   Redemption of Federal Home Loan Bank stock                                2,300              2,116
   Proceeds from sale of property and equipment                                 11                326
   Purchases of property and equipment                                        (473)            (1,010)
                                                                         ----------          --------
              Net cash provided by (used for) investing activities          29,761            (50,748)
                                                                         ---------           --------
Cash flows from financing activities:
   Proceeds from exercise of stock options and warrants                         43                138
   Net increase (decrease) in deposits                                      17,802            (19,171)
   Proceeds from Federal Home Loan Bank advances                           207,000             83,000
   Repayment of Federal Home Loan Bank advances                           (261,000)           (53,000)
   Net increase in securities sold under agreement
     to repurchase and federal funds purchased                               2,394              1,842
   Cash dividends paid                                                      (2,014)            (2,056)
   Common stock repurchase                                                  (3,430)              (373)
   Other, net                                                                  392                266
                                                                         ----------          --------
        Net cash (used for) provided by financing activities               (38,813)            10,646
                                                                         ----------          --------
Decrease in cash and cash equivalents                                       (1,183)           (32,757)
Cash and cash equivalents, beginning of period                              30,462             56,945
                                                                         ---------           --------
Cash and cash equivalents, end of period                                 $  29,279           $ 24,188
                                                                         =========           ========
Supplemental disclosures of cash flow  information:
   Cash paid during the period for interest                              $   6,319           $  4,868
   Cash paid during the period for income taxes                              2,486              2,347
Schedule of noncash investing and financing activities:
   Real estate acquired in settlement of loans                           $     133           $    302
   Loans to facilitate sale of real estate owned                               290                281

<FN>
The notes to unaudited consolidated financial statements are an integral part of
this statement.
</FN>
</TABLE>

                                       5

<PAGE>


                       CENIT BANCORP, INC. AND SUBSIDIARY

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Basis of Presentation

     The accompanying  unaudited  consolidated  financial  statements  have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do not
include  all of the  disclosures  and notes  required by  accounting  principles
generally  accepted in the United States. In the opinion of the management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been  included.  The results of operations for the nine
month periods ended September 30, 2000 and 1999 are not  necessarily  indicative
of results that may be expected for the entire year or any interim periods.  The
previously  reported  amounts have been  reclassified  to agree with the current
presentation.  The interim  financial  statements  should be read in conjunction
with the December 31, 1999 consolidated  financial  statements of CENIT Bancorp,
Inc. (the "Company").

Note 2 - Per Share Data

     Basic earnings  per  share is  calculated  using  weighted  average  shares
outstanding. For the nine month and three month period ended September 30, 2000,
weighted  average shares used to compute basic earnings per share were 4,462,405
and  4,353,593,  respectively.  For the  nine  months  and  three  months  ended
September 30, 1999,  weighted  average shares used to compute basic earnings per
share were 4,578,034 and 4,592,926, respectively.

     Diluted earnings per share is calculated by adding  potential common shares
to the weighted average shares  outstanding.  For the nine month and three month
period ended September 30, 2000, weighted average shares used to compute diluted
earnings per share were  4,512,892  and  4,403,455,  respectively.  For the nine
months and three months ended September 30, 1999,  weighted  average shares used
to  compute   diluted   earnings  per  share  were   4,658,141  and   4,663,600,
respectively.

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

General

     The  Company's  business  currently  consists  of the  business of its sole
subsidiary, CENIT Bank (the "Bank"). The principal business of the Bank consists
of attracting retail deposits from the general public in its market area through
a variety of deposit  products and  investing  these funds in  commercial,  real
estate  and  consumer   loans.   The  Bank  also   invests  in   mortgage-backed
certificates, securities issued by U.S. Government agencies, federal funds sold,
Federal Home Loan Bank stock, and other investments permitted by applicable laws
and regulations.

Financial Condition Of The Company

Total Assets

     At  September  30, 2000,  the Company had total  assets of $640.5  million,
compared to $674.2 million at December 31, 1999, a decrease of $33.7 million, or
5.0%.

Securities Available for Sale

     Securities  available for sale totaled $106.3 million at September 30, 2000
and are  comprised of  mortgage-backed  certificates,  U. S.  Government  agency
securities,  and other debt  securities.  The net decrease of $32.0 million,  or
23.1% from the December 31, 1999 balance of $138.3  million  resulted  primarily
from $19.6 million in maturities  and principal  repayments and from the sale of
$18.2 million of investment and mortgage-backed securities,  offset partially by
$5.5 million in purchases.  The  securities  sold  consisted of $11.0 million in
United States Treasury and Agency securities and $7.2 million in adjustable rate
mortgage-backed securities with average yields of 5.9% and 7.7%, respectively.

                                       6

<PAGE>

Loans

     The balance of net loans held for investment increased to $473.1 million at
September 30, 2000 from $469.6 million at December 31, 1999, an increase of $3.5
million or 0.7%.  The increase was primarily due to a $10.9 million  increase in
the  Company's  "Core  Banking  Loans,"  which  consist  of its  loans  held for
investment  portfolio  other  than  first  mortgage   single-family  loans.  The
Company's  focus on Core Banking Loans growth has resulted in Core Banking Loans
representing 55% of gross loans at September 30, 2000 as compared to 53% and 52%
at December 31, 1999 and September 30, 1999, respectively.  The increase in Core
Banking Loans was partially  offset by a $7.5 million  decrease in single-family
residential  loans. Loans held for sale at September 30, 2000 were $2.4 million,
down from $3.5 million at December 31, 1999.

                                       7

<PAGE>

     The following  table sets forth the  composition of the Company's  loans in
dollar  amounts and as a percentage of the Company's  total gross loans held for
investment at the dates indicated.

<TABLE>
<CAPTION>

                                                               September 30, 2000                    December 31, 1999
                                                               ------------------                    -----------------
                                                                                (Dollars in Thousands)
                                                       Amount          Percent            Amount          Percent
                                                       ------          -------            ------          -------
<S>                                                  <C>             <C>                <C>             <C>
Real estate loans:
   Residential permanent 1- to 4-family:
     Adjustable rate                                 $  146,035          28.21%         $  149,163          29.44%
     Fixed rate
       Conventional                                      65,098          12.57              69,055          13.63
       Guaranteed by VA or insured by FHA                 2,386            .46               2,823            .56
                                                     ----------      ---------          ----------      ---------
     Total permanent 1- to 4-family                     213,519          41.24             221,041          43.63
   Residential permanent 5 or more family                 8,328           1.61               8,082           1.59
                                                     ----------      ---------          ----------      ---------
     Total permanent residential loans                  221,847          42.85             229,123          45.22
                                                     ----------      ---------          ----------      ---------
   Commercial real estate loans:
     Hotels                                               6,589           1.27              10,711           2.11
     Office and warehouse facilities                     43,218           8.35              38,908           7.68
     Retail facilities                                   23,545           4.55              22,098           4.36
     Other                                                8,171           1.58              10,007           1.97
                                                     ----------      ---------          ----------      ---------
     Total commercial real estate loans                  81,523          15.75              81,724          16.12
                                                     ----------      ---------          ----------      ---------
   Construction loans:
     Residential 1- to 4-family                          50,497           9.75              48,912           9.65
     Residential 5 or more family                         7,185           1.39               9,616           1.90
     Nonresidential                                      20,105           3.88               7,685           1.52
                                                     ----------      ---------          ----------      ---------
     Total construction loans                            77,787          15.02              66,213          13.07
                                                     ----------      ---------          ----------      ---------

   Land acquisition and development loans:
     Consumer lots                                        4,301            .83               3,566            .70
     Acquisition and development                         17,541           3.39              18,065           3.57
                                                     ----------      ---------          ----------      ---------
     Total land acquisition and development
       loans                                             21,842           4.22              21,631           4.27
                                                     ----------      ---------          ----------      ---------
     Total real estate loans                            402,999          77.84             398,691          78.68
                                                     ----------      ---------          ----------      ---------
Consumer loans:
   Boats                                                  2,284            .44               2,855            .56
   Home equity and second mortgage                       61,218          11.82              56,469          11.14
   Other                                                 12,977           2.51              11,968           2.37
                                                     ----------      ---------          ----------      ---------
     Total consumer loans                                76,479          14.77              71,292          14.07
                                                     ----------      ---------          ----------      ---------
Commercial business loans                                38,222           7.39              36,739           7.25
                                                     ----------      ---------          ----------      ---------
     Total loans                                        517,700         100.00%            506,722         100.00%
                                                     ----------      =========          ----------         ======
Less:
   Allowance for loan losses                              3,813                              3,860
   Undisbursed portion of construction and
     acquisition and development loans                   42,313                             34,714
   Unearned discounts, premiums, and loan fees, net      (1,506)                            (1,470)
                                                     ----------                         ----------
                                                         44,620                             37,104
                                                     ----------                         ----------
Total loans, net                                     $  473,080                         $  469,618
                                                     ==========                         ==========
</TABLE>

                                       8

<PAGE>

Deposits

     Total deposits  increased  $17.8 million,  or 3.8%,  from $464.6 million at
December 31, 1999 to $482.4  million at September  30, 2000.  This  increase was
mainly  attributed to the growth in checking,  savings and money market deposits
(collectively,   "Transaction   Deposits")  of  $21.9  million,  or  10.1%.  The
noninterest-bearing  portion of  Transaction  Deposits  grew $16.2  million,  or
25.1%, while interest-bearing  savings,  checking and money market deposits grew
$5.7 million,  or 3.8%.  The Company  continues to focus on growing  Transaction
Deposits  as  part  of  its  banking  initiatives.  Transaction  Deposits  as of
September 30, 2000 represented 50% of total deposits compared to 47% at December
31, 1999.

     Total  deposits at September 30, 2000 decreased  $18.4 million  compared to
the balance of total deposits at June 30, 2000 of $500.8  million.  The decrease
primarily  includes a $9.2 million  decrease in the  Company's  certificates  of
deposit balance and an $8.0 million decrease in the noninterest-bearing  portion
of deposits.  The decrease in the certificates of deposit balance was the result
of some maturing  certificates  of deposit not being renewed and the Company not
actively  seeking  new  certificates  of  deposit  accounts  through   incentive
promotions  during the third quarter of 2000.  The decrease in the September 30,
2000   noninterest-bearing   deposit  balance  as  compared  to  June  30,  2000
noninterest-bearing  deposits  was  attributable,  in  part,  to  normal  volume
fluctuations in the Company's  commercial escrow deposit accounts.  However, the
total average  noninterest-bearing  deposit balance  increased $6.1 million,  or
8.6%, for the third quarter of 2000 compared to the second quarter of 2000.

Capital

     The Company's and the Bank's capital ratios exceeded applicable  regulatory
requirements at September 30, 2000.

     On May 1, 2000, the Company  announced the Board of Directors had given the
Company's management  authorization to repurchase 233,000 shares of CENIT common
stock (the "2000 Authorization").  As of November 2, 2000, the Company completed
the repurchase of all shares under the 2000 Authorization.

Asset Quality

     Nonperforming Assets.  Nonperforming assets consist of nonperforming loans,
real estate  acquired in  settlement  of loans  ("REO"),  and other  repossessed
assets. Generally the Company does not accrue interest on loans that are 90 days
or more past due,  with the  exception of certain  VA-guaranteed  or FHA insured
one- to four-family  permanent  mortgage loans,  certain credit card loans,  and
matured loans for which the borrowers are still making required monthly payments
of interest,  or principal and  interest,  and with respect to which the Bank is
negotiating extensions or refinancings with the borrowers.

     Nonperforming  assets  increased  $1.4 million to $2.0 million at September
30, 2000  compared to $600,000 at December  31,  1999.  The  increase was mainly
attributable to the addition of eight single family residential  mortgage loans,
totaling $1.3 million,  to nonperforming  assets during the first nine months of
2000.

                                       9

<PAGE>

     The   following   table  sets  forth   information   about  the   Company's
nonperforming loans, REO, and other repossessed assets at the dates indicated.

<TABLE>
<CAPTION>

                                                                      September 30,              December 31,
                                                                           2000                      1999
                                                                      ------------               ------------
                                                                               (Dollars in Thousands)
<S>                                                                      <C>                        <C>
Nonperforming loans:
   Real estate loans:
     Permanent residential 1- to 4-family
       Nonaccrual                                                        $1,266                     $    54
       Accruing loans 90 days or more past due                              248                          87
                                                                         ------                     -------
         Total                                                            1,514                         141
                                                                         ------                     -------

   Land acquisition and development loans:
     Nonaccrual                                                              47                          48
                                                                         ------                     -------
         Total                                                               47                          48
                                                                         ------                     -------

   Consumer loans:
       Nonaccrual:
         Boats                                                                7                          10
         Home equity and second mortgage                                     34                          49
         Other                                                               21                          20
       Accruing loans 90 days or more past due                               10                           -
                                                                         ------                     -------
         Total                                                               72                          79
                                                                         ------                     -------

   Commercial business loans:
       Nonaccrual                                                           252                         111
                                                                         ------                     -------
         Total                                                              252                         111
                                                                         ------                     -------

Total nonperforming loans:
       Nonaccrual                                                         1,627                         292
       Accruing loans 90 or more days past due                              258                          87
                                                                         ------                     -------
         Total                                                            1,885                         379


Real estate owned, net                                                       81                         218
Other repossessed assets, net                                                15                           6
                                                                         ------                     -------

   Total nonperforming assets, net                                       $1,981                     $   603
                                                                         ------                     -------

   Total troubled debt restructurings                                         -                           -
                                                                         ------                     -------

   Total nonperforming assets, net, and
       troubled debt restructurings                                      $1,981                     $   603
                                                                         ======                     =======

   Total nonperforming assets, net, and troubled
       debt restructuring, to total assets                                  .31%                        .09%
                                                                         ======                     =======

</TABLE>

                                       10

<PAGE>

     Allowance for Loan Losses.  The following  table sets forth activity of the
allowance for loan losses for the periods indicated.

                                        Nine months ended September 30,
                                        -------------------------------
                                          2000                    1999
                                          ----                    ----
                                             (Dollars in Thousands)

Balance at beginning of period          $ 3,860                 $ 4,024
Provision for loan losses                    48                      75
Losses charged to allowance                (155)                   (286)
Recovery of prior losses                     60                      69
                                        -------                 -------
Balance at end of period                $ 3,813                 $ 3,882
                                        =======                 =======

     The  Company's  coverage  ratio (total  allowance  for loan losses to total
nonperforming  loans) was approximately two times, ten times, and five times the
nonperforming  loans at September 30, 2000, December 31, 1999, and September 30,
1999,  respectively.  For the nine months ended September 30, 2000 and September
30, 1999,  the  difference  between the  provision for loan losses and net loans
charged off during the  respective  period  relates  primarily  to loan types in
which the Bank is no longer active and for which provisions for loan losses have
previously been made. Management believes that these provisions are adequate.

Average Balance Sheets

     The  following  tables set forth,  for the periods  indicated,  information
regarding: (i) the total dollar amounts of interest income from interest-earning
assets  and the  resulting  average  yields;  (ii) the total  dollar  amounts of
interest  expense from  interest-bearing  liabilities and the resulting  average
costs;  (iii) net interest income;  (iv) interest rate spread;  (v) net interest
position;  (vi) the net yield earned on  interest-earning  assets; and (vii) the
ratio of total interest-earning  assets to total  interest-bearing  liabilities.
Average  balances shown in the following tables have been calculated using daily
average balances.

                                       11

<PAGE>

<TABLE>
<CAPTION>

                                                    For the Three Months                 For the Three Months
                                                            Ended                                Ended
                                                     September 30, 2000                   September 30, 1999
                                                ----------------------------         ----------------------------

                                                Average                 Yield/        Average                 Yield/
                                                Balance    Interest       Cost        Balance    Interest       Cost
                                                -------    --------       ----        -------    --------       ----
                                                                     (Dollars in thousands)
<S>                                          <C>           <C>             <C>     <C>          <C>              <C>
Interest-earning assets:
     Loans (1)                               $  480,315    $ 9,646         8.03%   $  468,494   $  8,857         7.56%
     Mortgage-backed certificates                70,676      1,211         6.85        42,397        731         6.90
     U.S. Treasury and other U.S.
        Government agency securities             37,369        518         5.54        59,480        847         5.70
     Federal funds sold                           9,654        159         6.59        13,884        176         5.07
     Federal Home Loan Bank stock                 5,115        100         7.82         4,186         79         7.55
                                             ----------    -------                 ----------    -------
        Total interest-earning assets           603,129     11,634         7.72       588,441     10,690         7.27
                                             ----------    -------                 ----------    -------

Noninterest-earning assets:
     REO                                             78                                   298
     Other                                       39,939                                38,910
                                             ----------                            ----------
        Total noninterest-earning assets         40,017                                39,208
                                             ----------                            ----------
             Total assets                    $  643,146                            $  627,649
                                             ==========                            ==========

Interest-bearing liabilities:
     Passbook and statement savings          $   31,264        187         2.39%   $   34,077        209         2.45%
     Checking accounts                           44,279        151         1.36        41,938        147         1.40
     Money market deposit accounts               82,928        788         3.80        75,718        660         3.49
     Certificates of deposit                    246,560      3,453         5.60       255,146      3,177         4.98
                                             ----------    -------                 ----------    -------
        Total interest-bearing deposits         405,031      4,579         4.52       406,879      4,193         4.12
                                             ----------    -------                 ----------    -------
     Advances from the Federal Home
        Loan Bank                                88,283      1,411         6.39        83,489      1,097         5.26
     Securities sold under agreements
        to repurchase                            16,617        233         5.61        15,010        158         4.21
                                             ----------    -------                 ----------   --------
        Total borrowings                        104,900      1,644         6.27        98,499      1,255         5.10
                                             ----------    -------                 ----------    -------
        Total interest-bearing liabilities      509,931      6,223         4.88       505,378      5,448         4.31
                                             ----------    -------                 ----------    -------

Noninterest-bearing liabilities:
     Deposits                                    76,972                                66,790
     Other liabilities                            5,874                                 4,671
                                             ----------                            ----------
        Total noninterest-bearing liabilities    82,846                                71,461
                                             ----------                            ----------
             Total liabilities                  592,777                               576,839
                                             ----------                            ----------

Stockholders' equity                             50,369                                50,810
                                             ----------                            ----------
Total liabilities and stockholders' equity   $  643,146                            $  627,649
                                             ==========                            ==========

Net interest income/interest rate spread                   $ 5,411         2.84%                $  5,242         2.96%
                                                           =======     ========                 ========         ====

Net interest position/net interest margin    $   93,198                    3.59%   $   83,063                    3.56%
                                             ==========                ========    ==========                    ====

Ratio of average interest-earning assets to
     average interest-bearing liabilities        118.28%                               116.44%
                                             ==========                            ==========

<FN>
(1) Includes nonaccrual loans and loans held for sale.
</FN>

</TABLE>

                                       12

<PAGE>

<TABLE>
<CAPTION>

                                                     For the Nine Months                  For the Nine Months
                                                            Ended                                Ended
                                                     September 30, 2000                   September 30, 1999
                                                ----------------------------         ----------------------------

                                                Average                Yield/         Average               Yield/
                                                Balance   Interest       Cost         Balance    Interest     Cost
                                                -------   --------       ----         -------    --------     ----
                                                                     (Dollars in thousands)
<S>                                          <C>          <C>              <C>     <C>         <C>          <C>
Interest-earning assets:
     Loans (1)                               $  474,164   $ 28,100         7.90%   $  485,138  $  27,500    7.56%
     Mortgage-backed certificates                78,410      4,046         6.88        23,726      1,263    7.10
     U.S. Treasury and other U.S.
        Government agency securities             46,472      1,958         5.62        56,350      2,425    5.74
     Federal funds sold                           9,522        439         6.15        15,274        552    4.82
     Federal Home Loan Bank stock                 5,853        340         7.74         4,357        244    7.47
                                             ----------   --------                 ----------  ---------
        Total interest-earning assets           614,421     34,883         7.57       584,845     31,984    7.29
                                             ----------   --------                 ----------  ---------

Noninterest-earning assets:
     REO                                            128                                   353
     Other                                       38,025                                38,064
                                             ----------                            ----------
        Total noninterest-earning assets         38,153                                38,417
                                             ----------                            ----------
             Total assets                    $  652,574                            $  623,262
                                             ==========                            ==========

Interest-bearing liabilities:
     Passbook and statement savings          $   31,617        566         2.39%   $   35,041        640    2.44%
     Checking accounts                           43,155        446         1.38        40,089        429    1.43
     Money market deposit accounts               81,437      2,241         3.67        74,444      1,909    3.42
     Certificates of deposit                    251,586     10,084         5.34       256,543      9,582    4.98
                                             ----------   --------                 ----------  ---------
        Total interest-bearing deposits         407,795     13,337         4.36       406,117     12,560    4.12
                                             ----------   --------                 ----------  ---------
     Advances from the Federal Home
        Loan Bank                               103,296      4,758         6.14        80,110      3,107    5.17
     Securities sold under agreements
        to repurchase                            15,350        600         5.21        16,177        484    3.99
                                             ----------   --------                 ----------  ---------
        Total borrowings                        118,646      5,358         6.02        96,287      3,591    4.97
                                             ----------   --------                 ----------  ---------
        Total interest-bearing liabilities      526,441     18,695         4.73       502,404     16,151    4.29
                                             ----------   --------                 ----------  ---------

Noninterest-bearing liabilities:
     Deposits                                    69,973                                65,530
     Other liabilities                            5,378                                 5,041
                                             ----------                            ----------
        Total noninterest-bearing liabilities    75,351                                70,571
                                             ----------                            ----------
             Total liabilities                  601,792                               572,975
                                             ----------                            ----------

Stockholders' equity                             50,782                                50,287
                                             ----------                            ----------
Total liabilities and stockholders' equity   $  652,574                            $  623,262
                                             ==========                            ==========

Net interest income/interest rate spread                  $ 16,188         2.84%               $  15,833    3.00%
                                                          ========         ====                =========    ====

Net interest position/net interest margin    $   87,980                    3.51%   $   82,441               3.61%
                                             ==========                    ====    ==========               ====

Ratio of average interest-earning assets to
     average interest-bearing liabilities        116.71%                               116.41%
                                             ==========                            ==========

<FN>
(1) Includes nonaccrual loans and loans held for sale.
</FN>

</TABLE>

                                       13

<PAGE>

Comparison  of Operating  Results for the Three Months Ended  September 30, 2000
and September 30, 1999.

General

     The Company's $2.5 million pre-tax income remained  substantially  the same
for the three  months ended  September  30, 2000 as compared to the three months
ended  September  30,  1999. A $189,000  increase in net  interest  income after
provision for loan losses and a $41,000 increase in other income was offset by a
$228,000 increase in other expenses.

Net Interest Income

     The  Company's  net  interest  income  before  provision  for  loan  losses
increased  $169,000  or 3.2% to $5.4  million  for  the  third  quarter  of 2000
compared to $5.2  million  for the third  quarter of 1999.  A $944,000,  or 8.8%
increase in interest income was substantially offset by an increase of $775,000,
or 14.2% in interest  expense for the third quarter of 2000 compared to the same
period in 1999.

     Interest on loans  increased  $789,000,  or 8.9%,  to $9.6  million for the
third  quarter  2000  compared to $8.9  million for the same period in 1999.  An
increase in the average  loan  balances  coupled with an increase in the average
loan yield  contributed to the increased loan interest income.  The average loan
balance  increased  $11.8 million to $480.3 million in the third quarter of 2000
compared  to $468.5  million in the third  quarter  of 1999.  In  addition,  the
average  loan yield for the three months  ended  September  30,2000 was 8.03% as
compared to 7.56% for the same period in 1999.  The increase in the average loan
balance was primarily  attributable to loan originations,  net of loan portfolio
pay downs.  The higher  interest rate  environment  contributed to the increased
loan yields in the three months ended September 30, 2000,  compared to the three
months ended September 30, 1999.

     Interest  on  the  Company's  portfolio  of  mortgage-backed   certificates
increased  $480,000,  to $1.2 million for the quarter  ended  September 30, 2000
from  $731,000  for the  comparable  1999  period.  The  average  balance of the
portfolio  increased  $28.3  million from $42.4  million in the third quarter of
1999 to $70.7 million in the third quarter of 2000.

     Interest on deposits increased by $386,000,  or 9.2%, for the quarter ended
September  30, 2000  compared  to the  quarter  ended  September  30,1999.  This
increase  was  attributed  to  both  a  increase  in  the  average   balance  of
interest-bearing  checking, savings and money market deposits and an increase in
the overall cost of deposits. The average balance of interest-bearing  checking,
savings and money market  deposits  increased by $6.7 million,  or 4.4%, for the
third quarter of 2000  compared to the same period in 1999.  The average cost of
deposits  increased  to 4.52% for the three  months  ended  September  30,  2000
compared to 4.12% for the three months ended September 30, 1999. The increase in
the average  balance of  interest-bearing  checking,  savings  and money  market
deposits is the result of the  Company's  continued  focus on the growth of this
line of  business.  The higher  interest  rate  environment  contributed  to the
increase in the average cost of deposits.

     Interest  on  borrowings  increased  $389,000  for the three  months  ended
September  30,  2000  compared  to the same period in 1999.  This  increase  was
substantially  due to a $4.8 million increase in the average balance of advances
from  Federal  Home Loan Bank to $88.3  million  for the third  quarter  of 2000
compared to $83.5 million for the comparable period in 1999. The overall average
cost of borrowings  for the third quarter of 2000  increased to 6.27% from 5.10%
for the same period in 1999. A major factor  contributing  to this  increase was
the conversion of a $60 million, 5.18% fixed rate advance outstanding during the
third  quarter of 1999 compared to  outstanding  advances  bearing  higher rates
during the third quarter of 2000.

Provision for Loan Losses

     The  provision  for loan losses was  $19,000 for the third  quarter of 2000
compared to $39,000 for the third quarter of 1999.  Net loans charged off during
the three months ended  September 30, 2000 were $49,000,  compared to $46,000 in
net loans charged off for the comparable 1999 period.

                                       14

<PAGE>

Other Income and Expenses

     Other expenses net of other income increased  $187,000 for the three months
ended  September 30, 2000 compared to the comparable  period in 1999. A $228,000
increase in salaries and employee benefits,  a $63,000 increase in net occupancy
expense and a $189,000  decrease  in other  miscellaneous  income was  partially
offset by increases of $164,000 in commercial  mortgage  brokerage fees, $69,000
in  deposit  fees and  $63,000  in gains on sales of loans and  securities.  The
$189,000 decrease in other miscellaneous income is primarily the result of gains
on the sale of property and  equipment of $203,000 in the third  quarter of 1999
compared to gains on the sale of property and  equipment of $25,000 in the third
quarter of 2000.

Comparison of Operating Results for the Nine Months Ended September 30, 2000 and
September 30, 1999.

General

     The Company's  pre-tax income  increased by $89,000 to $7.1 million for the
nine months ended September 30, 2000 from $7.0 million for the nine months ended
September 30, 1999. The increase was primarily attributed to a $382,000 increase
in net interest income after provision for loan losses and a $92,000 decrease in
other expenses partially offset by a $385,000 decrease in other income.

Net Interest Income

     The  Company's  net  interest  income  increased  $355,000 or 2.2% to $16.2
million  for the first nine  months of 2000  compared  to $15.8  million for the
first nine  months of 1999.  A $2.9  million  increase  in  interest  income was
partially offset by a $2.5 million increase in interest expense.

     Interest on loans  increased  $600,000,  or 2.2%,  to $28.1 million for the
first nine months of 2000 compared to $27.5 million for the same period in 1999.
While the  average  loan yield  increased  to 7.90% for the first nine months of
2000 as compared to 7.56% for the same period in 1999,  the average loan balance
decreased  $11.0 million to $474.2 million in the first nine months of 2000. The
decrease in the average loan balance was primarily attributable to net portfolio
pay downs.  The higher  interest rate  environment  contributed to the increased
loan  yields in the first nine  months of 2000  compared  to the same  period in
1999.

     Interest  on  the  Company's  portfolio  of  mortgage-backed   certificates
increased $2.8 million,  to $4.0 million for the nine months ended September 30,
2000 from $1.3 million for the comparable  1999 period.  The average  balance of
the  portfolio  increased  $54.7  million  from $23.7  million in the first nine
months of 1999 to $78.4 million in the first nine months of 2000.  This increase
was primarily  attributable to the purchase of $51.8 million in  mortgage-backed
securities in the third quarter of 1999.

     Interest on deposits  increased by $777,000,  or 6.2%,  for the nine months
ended September 30, 2000,  compared to the nine months ended September  30,1999.
This   increase   resulted   from  an  increase   in  the  average   balance  of
interest-bearing  deposits and an increase in the average cost of deposits.  The
$1.7  million  increase  in the  average  balance of  interest-bearing  deposits
consisted  of  a  $6.6   million  net   increase  in  the  average   balance  of
interest-bearing  checking,  savings, and money market deposits partially offset
by a $5.0 million  decrease in the average  balance of certificates of deposits.
The Company has continued to focus on the growth of  interest-bearing  checking,
savings  and money  market  deposits  as part of its  banking  initiatives.  The
overall  average cost of deposits for the nine months ended  September  30, 2000
increased  to 4.36%  from  4.12% for the  comparable  1999  period.  The  higher
interest  rate  environment  contributed  to the increase in the average cost of
deposits.

     Interest on  borrowings  increased  $1.8  million for the nine months ended
September 30, 2000 compared to the same period in 1999. This increase was due in
part to a $23.2  million  increase  in the average  balance of FHLB  advances to
$103.3  million for the first nine months of 2000  compared to $80.1 million for
the  comparable  period  in 1999.  Additionally,  the  overall  average  cost of
borrowings  for the first nine months of 2000  increased to 6.02% from 4.97% for
the same period in 1999. A major factor  contributing  to this  increase was the
conversion  of a $60 million,  5.18% fixed rate advance  outstanding  during the
first nine months of 1999 compared to outstanding  advances bearing higher rates
during the first nine months of 2000.

                                       15

<PAGE>

Provision for Loan Losses

     The  Company's  provision  for loan  losses was $48,000 for the nine months
ended September 30, 2000 as compared to $75,000 for the same period in 1999. Net
loans  charged off during the nine months ended  September 30, 2000 were $95,000
compared to $217,000  for the  comparable  1999  period.  Normal  recurring  net
chargeoffs for the nine-month  period ended September 30, 2000 and September 30,
1999  decreased  $27,000 which  represents  the change in the provision for loan
losses,  while  net  chargeoffs  for loan  types in which  the Bank is no longer
active decreased $94,000.

Other Income

     Total other  income  decreased  by  $385,000,  or 6.9%,  for the first nine
months of 2000 compared to the same period in 1999. A $309,000 decrease in other
miscellaneous  income  and a  $94,000  decrease  in  gains  on  sales  of  loans
contributed to the decrease. The $309,000 decrease in other miscellaneous income
was attributable  primarily to $287,000 of gains from the sale of assets in 1999
compared  to  $76,000  of gains on the sale of assets in 2000.  Higher  interest
rates  adversely  impacted  mortgages  originated  for sale  resulting  in lower
volumes  of loans  sold in the first nine  months of 2000  compared  to the same
period in 1999.

     Deposit fees and net merchant  processing  income  increased  $160,000,  or
8.5%,  and  $33,000,  or 8.8%,  respectively,  for the first nine months of 2000
compared to the first nine months of 1999.

Other Expenses

     Total other  expenses,  excluding  merchant  processing  expense  discussed
above,  increased  by  $81,000  or less than  1.0%,  for the nine  months  ended
September  30,  2000  compared  to the same  period in 1999.  The  increase  was
primarily  due to increases in equipment and net  occupancy  expense,  partially
offset by decreases in salary and employee benefits expense and other expense.

Liquidity

     The  principal  sources of funds for the Company for the nine months  ended
September 30, 2000  included  $207.0  million of advances  from the FHLB,  $32.6
million in  proceeds  from the sale of loans,  $19.6  million in  proceeds  from
principal  repayments  and  maturities of securities  available for sale,  $18.2
million in proceeds from the sale of  securities  available for sale and a $17.8
million increase in deposits.  Funds were used primarily to repay $261.0 million
in FHLB advances,  to originate  loans held for sale of $31.1  million,  to fund
purchases of securities  available for sale of $5.5 million,  and to fund a $4.1
million increase in loans held for investment.

     The Company's  liquidity could be impacted by a decrease in the renewals of
deposits  or general  deposit  runoff.  However,  the Company has the ability to
raise  deposits  by  conducting  deposit  promotions.  In the event the  Company
requires funds beyond its ability to generate them internally, the Company could
obtain  additional  advances from the FHLB.  The Company could also obtain funds
through the sale of investment securities from its available for sale portfolio.

     All savings  institutions,  including the Bank, are required to maintain an
average daily balance of liquid assets equal to a certain  percentage of the sum
of its average daily balance of net withdrawable deposit accounts and borrowings
payable in one year or less.  The  liquidity  requirement  may vary from time to
time (between 4% and 10%) depending  upon economic  conditions and savings flows
of all savings  institutions.  At September 30, 2000 and December 31, 1999,  the
Bank exceeded the required liquid asset ratio of 4.0%.

                                       16

<PAGE>

Item 3 - Quantitative and Qualitative Disclosure About Market Risk
------------------------------------------------------------------

Market Risk Management

     The  Company's   primary  market  risk  exposure  is  interest  rate  risk.
Fluctuations in interest rates will impact both the level of interest income and
interest expense and the market value of the Company's  interest-earning  assets
and  interest-bearing  liabilities.  There  were  no  material  changes  in  the
Company's  market risk  management  strategy,  as stated in the  Company's  1999
annual report, during the first nine months of 2000.


PART II - OTHER INFORMATION

Item 1 - Legal Proceedings - Inapplicable

Item 2 - Changes in Securities - Inapplicable

Item 3 - Defaults Upon Senior Securities - Inapplicable

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

6.a.     Exhibit 10.26 - Employment Agreement with Roger J. Lambert
             The Employment Agreement with Roger J. Lambert is attached as
             Exhibit 10.26.

6.b.     Reports on Form 8-K during the third quarter of 2000

          On September 26, 2000,  the Company filed Form 8-K, Item 4 and Item 7.
          Item 4 reported  that on September 19, 2000,  the  Company's  Board of
          Directors  voted  to  engage  the  accounting  firm of KPMG LLP as the
          principal  accountant to audit the Company's financial  statements for
          the fiscal  year  ending  December  31,  2000,  to replace the firm of
          PricewaterhouseCoopers  LLP, the principal accountant engaged to audit
          the Company's  financial  statements as of December 31, 1999 and 1998,
          and for each of the years in the two year period  ended  December  31,
          1999.   Item   7   included,    as   an   exhibit,   a   letter   from
          PricewaterhouseCoopers LLP.


                                       17

<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.


                                           CENIT BANCORP, INC.


DATE:   November 9, 2000                   /S/ Michael S. Ives
                                           -------------------------------------
                                           Michael S. Ives
                                           President and Chief Executive Officer



DATE:   November 9, 2000                   /S/ John O. Guthrie
                                           -------------------------------------
                                           John O. Guthrie
                                           Senior Vice President and
                                           Chief Financial Officer

                                       18