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


                                   FORM 10-QSB

                                   (Mark One)


[X]  Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

          For the quarterly period ended March 31, 2001




[ ]  Transition Report under Section 13 or 15(d) of the Exchange Act

          For the transition period from ______ to ______

                         Commission File Number: 0-24589

                               BCSB BANKCORP, INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)


          UNITED STATES                                   52-2108333
--------------------------------------------------------------------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

            4111 E. JOPPA ROAD, SUITE 300, BALTIMORE, MARYLAND 21236
            --------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (410) 256-5000

                 Issuer's Telephone Number, Including Area Code)


                                       N/A

              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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
                                                             ---     ---

     As of May 9, 2001,  the issuer had 5,868,072  shares of Common Stock issued
and outstanding.

Traditional Small Business Disclosure Format (check one):

Yes               No    X
    ---------        -------


<PAGE>


                                    CONTENTS

                                                                            PAGE
                                                                            ----
PART I.  FINANCIAL INFORMATION
         ---------------------

Item 1.  Financial Statements

         Consolidated Statements of Financial Condition as of
             March 31, 2001 (unaudited) and September 30, 2000............... 2

         Consolidated Statements of Operations for the Six Months
             and Three Months Ended March 31, 2001 and 2000
             (unaudited)..................................................... 3


         Consolidated Statements of Cash Flows for the Six Months
             Ended March 31, 2001 and 2000 (unaudited)....................... 4

     Notes to Consolidated Financial Statements.............................. 7

Item 2.  Management's Discussion and Analysis or Plan of Operation........... 9


PART II.  OTHER INFORMATION
          -----------------

Item 1.  Legal Proceedings.................................................. 16

Item 2.  Changes in Securities and Use of Proceeds.......................... 16

Item 3.  Defaults Upon Senior Securities.................................... 16

Item 4.  Submission of Matters to a Vote of Security Holders................ 16

Item 5.  Other Information.................................................. 16

Item 6.  Exhibits and Reports on Form 8-K................................... 16


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





                                       1
<PAGE>

                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 ----------------------------------------------
<TABLE>
<CAPTION>
                                                                              MARCH 31,       SEPTEMBER 30,
                                                                                2001              2000
                                                                                ----              ----
                                                                             (Unaudited)
                                      Assets
                                      ------
<S>                                                                      <C>                 <C>
Cash                                                                     $    6,265,453      $    6,570,657
Interest bearing deposits in other banks                                     22,064,983           5,255,622
Federal funds sold                                                            3,162,732             455,431
Investment securities, held to maturity                                      39,474,251          41,158,120
Loans receivable, net                                                       242,150,664         241,519,815
Mortgage backed securities, held to maturity                                 22,632,680          19,824,152
Foreclosed real estate, net                                                     109,420              50,000
Premises and equipment, net                                                   6,988,007           6,709,595
Federal Home Loan Bank of Atlanta stock                                       1,834,400           1,834,400
Accrued interest receivable  - loans                                            774,234             863,647
                             - investments                                      584,341             730,607
                             - mortgage backed securities                       133,962             121,088
Deferred and prepaid income taxes                                               479,080             257,581
Other assets                                                                    819,600             528,459
                                                                         --------------      --------------
Total assets                                                             $  347,473,807      $  325,879,174
                                                                         ==============      ==============
                Liabilities and Stockholders' Equity
                ------------------------------------
Liabilities
-----------
  Deposits                                                               $  296,171,356      $  268,881,604
  Advances from the Federal Home Loan Bank of Atlanta                         4,000,000           9,500,000
  Advance payments by borrowers for taxes and insurance                       1,915,087           1,190,057
  Income taxes payable                                                            2,201              25,532
  Payables to disbursing agents                                                 236,758             364,755
  Dividends payable                                                             263,579             265,954
  Other liabilities                                                           2,279,847           2,308,455
                                                                         --------------      --------------
Total liabilities                                                           304,868,828         282,536,357

Commitments and contingencies

Stockholders' Equity
--------------------
  Common stock (Par value $.01 - 13,500,000 authorized,
    5,868,072, and 5,887,072 shares issued and  outstanding at March 31, 2001
    and September 30, 2000 respectively)                                         58,681              58,871
  Additional paid-in capital                                                 20,028,849          20,214,611
  Retained earnings (substantially restricted)                               24,891,713          25,447,089
                                                                         --------------      --------------
                                                                             44,979,243          45,720,571
  Employee Stock Ownership Plan                                              (1,234,764)         (1,326,228)
  Stock held by Rabbi Trust                                                  (1,139,500)         (1,051,526)
                                                                         --------------      --------------
                                                                             42,604,979          43,342,817
                                                                         --------------      --------------
Total liabilities and retained earnings                                  $  347,473,807      $  325,879,174
                                                                         ==============      ==============
</TABLE>

The accompanying notes to the consolidated financial statements are an integral
part of these statements.

                                       2
<PAGE>
                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>
                                                                 FOR SIX  MONTHS ENDED               FOR THREE MONTHS ENDED
                                                                        MARCH  31,                         MARCH  31,
                                                             -----------------------------------------------------------------
                                                                  2001              2000           2001                2000
                                                                  ----              ----           ----                ----
<S>                                                          <C>               <C>              <C>                <C>
Interest Income
---------------
  Interest and fees on loans                                 $  9,234,801      $ 8,254,671      $  4,617,859       $ 4,137,071
  Interest on mortgage backed securities                          667,901          741,307           333,216           363,978
  Interest and dividends on investment securities               1,424,015        1,150,344           733,440           580,398
  Other interest income                                           388,441          206,757           254,474            99,617
                                                             ------------      -----------      ------------       -----------
Total interest income                                          11,715,158       10,353,079         5,938,989         5,181,064

Interest Expense
----------------
  Interest on deposits                                          6,705,777        5,009,131         3,428,628         2,566,887
  Interest on borrowings - short term                             164,128          439,275            64,099           203,392
  Other Interest Expense                                            1,936            2,453               880             1,147
                                                             ------------      -----------      ------------       -----------
Total interest expense                                          6,871,841        5,450,859         3,493,607         2,771,426
                                                             ------------      -----------      ------------       -----------

  Net interest income                                           4,843,317        4,902,220         2,445,382         2,409,638
  Provision for losses on loans                                    69,464           51,400            43,895                --
                                                             ------------      -----------      ------------       -----------
  Net interest income after provision
  for losses on loans                                           4,773,853        4,850,820         2,401,487         2,409,638

Other Income (Loss)
------------------
  Gain (loss) on sale of foreclosed real estate                    15,751           (5,654)           15,751            (5,654)
  Gain on Sale of Loans                                            27,293               --            27,293                --
  Servicing fee income                                              6,804            4,327             3,722             4,206
  Fees and charges on loans                                        75,423           73,328            38,481            37,782
  Fees on transaction accounts                                    126,132           96,404            56,056            48,677
  Rental income                                                    49,273           58,203            24,335            29,183
  Gain from real estate development and joint venture                  --              533                --               236
  Gain on sale of  Fixed Assets                                        --            3,475                --             3,475
  Miscellaneous income                                             54,514           33,574            27,851            17,805
                                                             ------------      -----------      ------------       -----------
  Net other income (loss)                                         355,190          264,190           193,489           135,710

Non-Interest Expenses
---------------------
Salaries and related expense                                    2,880,620        2,223,486         1,501,263         1,138,328
Occupancy expense                                                 541,040          464,577           289,407           254,382
Deposit insurance premiums                                         61,930           84,468            31,481            34,154
Data processing expense                                           331,817          276,783           228,358           144,892
Property and equipment expense                                    410,552          407,458           211,661           210,081
Professional fees                                                  78,020          107,971            28,373            55,780
Advertising                                                       501,463          456,325           232,388           265,166
Telephone, postage and office supplies                            222,589          247,757           129,506           121,251
Other expenses                                                    134,756          157,266            90,365           100,971
                                                             ------------      -----------      ------------       -----------
Total non-interest expenses                                     5,162,787        4,426,091         2,742,802         2,325,005
                                                             ------------      -----------      ------------       -----------

Income (loss) before tax provision                                (33,744)         688,919          (147,826)          220,343
Income tax provision (benefit)                                     (9,021)         270,172           (53,811)           89,398
                                                             ------------      -----------      ------------       -----------

Net income (loss)                                            $    (24,723)     $   418,747      $    (94,015)      $   130,945
                                                             ============      ===========      ============       ===========

Basic and diluted earnings (loss) per share                  $        .00      $      0.07      $       (.02)      $       .02
                                                             ============      ===========      ============       ===========

</TABLE>
The accompanying notes to the consolidated financial statements are an integral
part of these statements.

                                       3
<PAGE>

                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND
                               -------------------

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------

<TABLE>
<CAPTION>
                                                                                 FOR SIX MONTHS ENDED
                                                                                        MARCH  31,
                                                                           -------------------------------
                                                                              2001                 2000
                                                                           ----------          -----------
<S>                                                                        <C>                 <C>
Operating Activities
--------------------
  Net Income (Loss)                                                        $   (24,723)         $   418,747
  Adjustments to Reconcile Net Income (Loss) to Net
  Cash Provided by Operating Activities
  -------------------------------------
    Accretion of discount on investments                                         5,068               (1,064)
    Loan fees (costs) deferred, net                                            (76,286)             (64,734)
    Amortization of deferred loan (fees) costs, net                             14,290              (24,456)
    Provision for losses on loans                                               69,464               51,400
    Non-cash compensation under Stock-Based Benefit Plans                       64,207               66,897
    Amortization of premium on mortgage backed securities                        2,607               19,937
    Gain from real estate development and joint venture                             --                 (533)
    Provision for depreciation                                                 360,734              293,005
    Gain on Sale of Fixed Assets                                                    --               (3,475)
    (Gain)/Loss on Sale of Real Estate Owned                                   (15,751)               5,654
    Gain on Sale of Loans                                                      (27,293)                  --
    Decrease in accrued interest receivable on loans                            89,413              152,684
    (Increase) decrease in accrued interest receivable on investments          146,266              (34,456)
    (Increase)  decrease in accrued interest receivable
     on mortgage backed securities                                             (12,874)               3,241
    (Increase) decrease in prepaid income taxes                               (226,774)              26,906
    (Increase) decrease  in deferred income tax assets                           5,275              (28,848)
    (Increase) decrease  in other assets                                      (291,141)              39,419
    Decrease in accrued interest payable on deposits                          (436,802)             (64,260)
    Decrease in income taxes payable                                           (23,331)             (49,212)
    (Increase) decrease  in other liabilities and payables to
    disbursing agents                                                         (156,606)             329,893
                                                                           -----------          -----------
Net cash provided by operating activities                                     (534,257)           1,136,745

</TABLE>

                                       4
<PAGE>
                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND
                               -------------------

               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
               -------------------------------------------------

<TABLE>
<CAPTION>
                                                                                 FOR SIX MONTHS ENDED
                                                                                        MARCH  31,
                                                                           ---------------------------------
                                                                                2001                2000
                                                                            ------------       ------------
<S>                                                                        <C>                 <C>
Cash Flows from Investing Activities
------------------------------------
    Proceeds from maturing interest bearing deposits                       $  2,561,000        $  3,495,000
    Purchase of interest bearing deposits                                      (792,000)         (1,178,000)
    Purchases of investment securities - held to maturity                   (23,531,199)         (4,050,000)
    Proceeds from maturities of investment securities - held to maturity     25,210,000             500,000
    Longer term loans originated                                            (13,211,956)        (17,509,864)
    Principal collected on longer term loans                                  9,223,677          14,881,469
    Proceeds from Loans Sold                                                  2,804,906
    Net Increase in short-term loans                                            478,681         (11,736,120)
    Principal collected on mortgage backed securities                         5,161,675           2,963,743
    Purchase of mortgage backed securities                                   (7,972,810)         (2,828,265)
    Proceeds from sales of foreclosed real estate                                50,000                  --
    Investment in premises and equipment                                       (639,146)         (2,147,815)
    Purchase of Federal Home Loan Bank of Atlanta stock                              --            (184,100)
                                                                           ------------        ------------
    Net cash provided (used) by investing activities                           (657,172)        (17,793,952)

Cash Flows from Financing Activities
------------------------------------
    Net increase in demand deposits, money market, passbook
    accounts and advances by borrowers for taxes and
      insurance                                                               2,413,384           5,825,098
    Increase in Federal Home Loan Bank of Atlanta advances                           --           6,600,000
    Repayment of Federal Home Loan Bank of Atlanta advances                  (5,500,000)         (5,500,000)
    Net increase in certificates of deposit                                  26,038,200          10,861,386
    Acquisition of Stock for Rabbi Trust                                        (87,974)            (65,809)
    Treasury Stock Purchase                                                    (158,695)         (1,389,795)
    Acquisition of Stock for Management Retention Plan                               --             (37,665)
    Increase in Dividends Payable                                                (2,375)            (19,847)
    Dividends declared on stock                                                (530,653)           (562,226)
                                                                           ------------        ------------
        Net cash provided by financing activities                            22,171,887          15,711,142
                                                                           ------------        ------------

Increase (decrease) in cash and cash equivalents                             20,980,458            (946,065)
Cash and cash equivalents at beginning of period                              7,961,710           7,188,173
                                                                           ------------        ------------
Cash and cash equivalents at end of period                                 $ 28,942,168        $  6,242,108
                                                                           ============        ============
</TABLE>

                                       5
<PAGE>

                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND
                               -------------------

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>
                                                                                  FOR SIX MONTH PERIOD
                                                                                      ENDED MARCH  31,
                                                                           ---------------------------------
                                                                                2001                2000
                                                                           -------------        ------------
<S>                                                                        <C>                 <C>
The following is a summary of cash and cash equivalents:
    Cash                                                                   $  6,265,453        $  5,326,235
    Interest bearing deposits in other banks                                 22,064,983           6,344,277
    Federal funds sold                                                        3,162,732             143,596
                                                                           ------------        ------------
    Balance of cash items reflected on Statement of
      Financial Condition                                                    31,493,168          11,814,108

        Less - certificate of deposit with a maturity of
          more than three months                                              2,551,000           5,572,000
                                                                           ------------        ------------

Cash and cash equivalents reflected on the
    Statement of Cash Flows                                                $ 28,942,168        $  6,242,108
                                                                           ============        ============

Supplemental Disclosures of Cash Flows Information:
    Cash paid during the period for:

    Interest                                                               $  3,387,524        $  5,596,650
                                                                           ============        ============

    Income taxes                                                           $        500        $    235,200
                                                                           ============        ============

Transfer from loans to real estate acquired through foreclosure            $    109,421        $         --
                                                                           ============        ============
</TABLE>


The accompanying notes to the consolidated financial statements are an integral
part of these statements.


                                       6
<PAGE>
                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------

                               BALTIMORE, MARYLAND

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
             ------------------------------------------------------

Note 1 -  Principal of Consolidation
          --------------------------

          BCSB  Bankcorp,  Inc. (the  "Company")  owns 100% of Baltimore  County
          Savings Bank, F.S.B. and subsidiaries (the "Bank") and also invests in
          federal funds sold,  interest-bearing deposits in other banks and U.S.
          Agency  bonds.   The  Bank  owns  100%  of  Baltimore  County  Service
          Corporation  and Ebenezer  Road,  Inc. The  accompanying  consolidated
          financial  statements  include the accounts and  transactions of these
          companies on a consolidated  basis since the date of acquisition.  All
          intercompany  transactions  have been  eliminated in the  consolidated
          financial  statements.  Ebenezer Road, Inc. sells insurance  products.
          Baltimore  County  Service  Corporation  has invested in several joint
          ventures  formed for the  purpose  of  developing  real  estate and is
          currently  investing in brokered lease loans.  These  investments have
          been  accounted  for  on  the  equity  method  and  separate   summary
          statements are not presented  since the data contained  therein is not
          material in relation to the consolidated financial statements.

Note 2 -  Basis for Financial Statement Presentation
          ------------------------------------------

          The accompanying  consolidated financial statements have been prepared
          in accordance with generally  accepted  accounting  principles and the
          instructions to Form 10-QSB.  Accordingly,  they do not include all of
          the disclosures  required by generally accepted accounting  principles
          for complete financial statements.  In the opinion of management,  all
          adjustments (none of which were other than normal recurring  accruals)
          necessary  for a fair  presentation  of  the  financial  position  and
          results of operations  for the periods  presented  have been included.
          The   financial   statements   of  the  Company  are  presented  on  a
          consolidated  basis with those of the Bank.  The results for the three
          months  and six  months  ended  March  31,  2001  are not  necessarily
          indicative of the results of  operations  that may be expected for the
          year ended September 30, 2001. The consolidated  financial  statements
          should  be  read  in  conjunction  with  the  consolidated   financial
          statements  and related notes which are  incorporated  by reference in
          the  Company's  Annual  Report  on  Form  10-KSB  for the  year  ended
          September 30, 2000.

Note 3 -  Cash Flow Presentation
          ----------------------

          For  purposes  of  the  statements  of  cash  flows,   cash  and  cash
          equivalents include cash and amounts due from depository institutions,
          investments  in  federal  funds,  and  certificates  of  deposit  with
          original maturities of 90 days or less.

Note 4 -  Earnings Per Share
          ------------------

          Basic per share  amounts are based on the weighted  average  shares of
          common  stock  outstanding.  Diluted  earnings  per share  assume  the
          conversion,  exercise  or  issuance  of  all  potential  common  stock
          instruments  such as options,  warrants  and  convertible  securities,
          unless the effect is to reduce a loss or increase  earnings per share.
          No  adjustments  were made to net income  (numerator)  for all periods
          presented.  The basic and diluted weighted average shares  outstanding
          for the  three  months  and six  months  ended  March  31,  2001 is as
          follows:


                                       7
<PAGE>

                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
             ------------------------------------------------------

Note 4 - Earnings Per Share (Continued)
         ------------------
<TABLE>
<CAPTION>
                                                                For the Six Months Ended March 31, 2001
                                                              --------------------------------------------
                                                                Income               Shares      Per Share
         Basic EPS                                            (Numerator)       (Denominator)     Amount
----------------------------------------------------------------------------------------------------------
<S>                                                           <C>                <C>             <C>
         Net Loss                                             $   (24,723)       5,561,796       $ 0.00

         Effect of dilutive shares                                     --          115,727           --
                                                              -----------       ----------       ------

         Diluted EPS
         -----------

         Net Loss                                             $   (24,723)       5,677,523       $ 0.00
                                                              ============      ==========       ======
<CAPTION>
                                                               For the Three Months Ended March 31, 2001
                                                              --------------------------------------------
                                                                Income               Shares      Per Share
         Basic EPS                                            (Numerator)       (Denominator)     Amount
----------------------------------------------------------------------------------------------------------
<S>                                                           <C>                <C>             <C>
         Net Loss                                             $   (94,015)       5,557,181       $(0.02)

         Effect of dilutive shares                                     --          121,991           --
                                                              -----------       ----------       ------
         Diluted EPS
         -----------

         Net  Loss                                            $   (94,015)       5,679,172       $(0.02)
                                                              ============      ==========       ======
</TABLE>

Note 5 -  Regulatory Capital
          ------------------

          The following  table sets forth the Bank's  capital  position at March
          31, 2001.
<TABLE>
<CAPTION>
                                                                                               To Be Well
                                                                                            Capitalized Under
                                                                  For Capital               Prompt Corrective
                                              Actual            Adequacy Purposes            Action Provision
                                    ----------------------    -----------------------   ------------------------
                                    Actual           % of     Required          % of    Required          % of
                                    Amount           Assets   Amount            Assets  Amount            Assets
----------------------------------------------------------------------------------------------------------------

<S>      <C>                     <C>                <C>     <C>                 <C>    <C>                 <C>
Tangible (1)                     $ 32,162,374        9.46%  $  5,101,026        1.50%  $       N/A          N/A%
Tier 1 capital (2)                 32,162,374       15.92            N/A        N/A     12,123,522          6.00
Core (1)                           32,162,374        9.46     13,602,735        4.00    17,003,418          5.00
Risk-weighted (2)                  33,565,461       16.61     16,164,696        8.00    20,205,870         10.00
<FN>
------------
(1)      To adjusted total assets.
(2)      To risk-weighted assets.
</FN>
</TABLE>

                                       8
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

     The  Company  was formed by the Bank to become the  holding  company of the
Bank following the Bank's  reorganization  to the mutual holding company form of
organization (the "Reorganization").  The Reorganization was consummated on July
8, 1998.

     The Company's net income is dependent primarily on its net interest income,
which is the difference  between interest income earned on its loan,  investment
securities  and  mortgage-backed  securities  portfolio  and  interest  paid  on
interest-bearing  liabilities.  Net  interest  income is  determined  by (i) the
difference  between yields earned on  interest-earning  assets and rates paid on
interest-bearing  liabilities  ("interest  rate  spread")  and (ii) the relative
amounts  of  interest-earning  assets  and  interest-bearing   liabilities.  The
Company's  interest  rate  spread  is  affected  by  regulatory,   economic  and
competitive  factors  that  influence  interest  rates,  loan demand and deposit
flows.  To a lesser  extent,  the  Company's  net income also is affected by the
level of other income,  which primarily consists of fees and charges, and levels
of non-interest expenses such as salaries and related expenses.

     The  operations  of the Company are  significantly  affected by  prevailing
economic  conditions,  competition  and  the  monetary,  fiscal  and  regulatory
policies of  governmental  agencies.  Lending  activities  are influenced by the
demand  for and  supply of  housing,  competition  among  lenders,  the level of
interest rates and the  availability of funds.  Deposit flows and costs of funds
are  influenced by prevailing  market rates of interest,  primarily on competing
investments, account maturities and the levels of personal income and savings in
the Company's market area.

FORWARD-LOOKING STATEMENTS

     When used in this Form 10-QSB,  the words or phrases "will likely  result,"
"are expected to," "will continue," "is anticipated,"  "estimate,"  "project" or
similar expressions are intended to identify "forward-looking statements" within
the  meaning of the  Private  Securities  Litigation  Reform  Act of 1995.  Such
statements are subject to certain risks and  uncertainties  including changes in
economic  conditions  in the  Company's  market  area,  changes in  policies  by
regulatory  agencies,  fluctuations in interest  rates,  demand for loans in the
Company's market area, and competition that could cause actual results to differ
materially  from  historical   earnings  and  those  presently   anticipated  or
projected.  The Company wishes to caution readers not to place undue reliance on
any such forward-looking  statements,  which speak only as of the date made. The
Company  wishes to advise readers that the factors listed above could affect the
Company's financial performance and could cause the Company's actual results for
future periods to differ  materially  from any opinions or statements  expressed
with respect to future periods in any current statements.

     The Company does not undertake,  and specifically disclaims any obligation,
to  publicly  release  the  result  of any  revisions  which  may be made to any
forward-looking  statements to reflect events or circumstances after the date of
such  statements or to reflect the occurrence of  anticipated  or  unanticipated
events.

COMPARISON  OF FINANCIAL  CONDITION AT MARCH 31, 2001 AND SEPTEMBER 30, 2000

     During the six months ended March 31, 2001, the Company's  assets increased
by $21.6 million,  or 6.6%,  from $325.9 million at September 30, 2000 to $347.5
million at March 31, 2001. Loans  receivable,  net increased by $631,000 or .3%,
from $241.5  million at September 30, 2000 to $242.2  million at March 31, 2001.
The  Company's  mortgage-backed  securities  increased by $2.8 million or 14.1%,
from $19.8 million at September 30, 2000 to $22.6 million at March 31, 2001. The
Company's  investment  securities decreased by $1.7 million, or 4.1%, from $41.1
million at September 30, 2000 to $39.4 million at March 31, 2001.  The Company's
interest  bearing  deposits  increased  by $16.8  million,  or 323.0%  from $5.2
million at September 30, 2000 to $22.0 at March 31, 2001. The Company's premises
and equipment increased $278,000 or 4.1% from $6.7 million at September 31, 2000
to $7.0 million at March 31, 2001.  The increase was due to the opening of a new
branch office. The Company's deposits increased by $27.3 million, or 10.1%, from
$268.9  million at September 30, 2000 to $296.2  million at March 31, 2001.  The
increase in deposits was achieved through the opening of new offices,  increased
advertising  and  promotion  activities.  The  Company  repaid  $5.5  million in
advances  from the Federal  Home Loan Bank of Atlanta  during the quarter  ended
March 31, 2001.
                                       9
<PAGE>

COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED MARCH 31, 2001 AND 2000

     Net Income. Net income decreased by $443,000,  or 105.8%, from $419,000 for
the six months  ended  March 31,  2000 to a loss of  $25,000  for the six months
ended March 31, 2001. The decrease in net income was  attributable  to increased
operating  expenses  resulting  from the bank's branch  expansion and additional
Rabbi-Trust expenses related to the rise in the Company's stock price as well as
a decreased net interest  margin not offset by increases in the bank's  interest
earning assets and deposits.

     Net  Interest  Income.  Net  interest  income was $4.8  million for the six
months ended March 31,  2001,  compared to $4.9 million for the six months ended
March 31, 2000,  representing  a decrease of $59,000,  or 1.2%. The decrease was
due to the higher yield paid on deposits of 4.74% for the six months ended March
31, 2001  compared to 4.14% for the six months ended March 31, 2000 and a higher
yield paid on short term borrowings from 5.82% at for the six months ended March
31, 2000 to 7.21% for the six months  ended  March 31, 2001 which was  partially
offset by the  increase in the  average  yield on  interest-earning  assets from
7.16% for the six months ended March 31, 2000 to 7.32 % for the six months ended
March 31, 2001.

     Interest Income.  Interest income increased by $1.4 million, or 13.2%, from
$10.4  million for the six months ended March 31, 2000 to $11.7  million for the
six months ended March 31, 2001.  This increase was due primarily to a $900,000,
or 11.9%,  increase in interest  and fees on loans from $8.3 million for the six
months  ended March 31, 2000 to $9.2  million for the six months ended March 31,
2001.  The increase in interest and fees on loans was  primarily  due to a $18.2
million increase in the average balance of loans receivable.  This increase more
than offsets the decrease in interest on mortgage-backed securities. Interest on
mortgage-backed  securities decreased by $73,000, or 9.9%, from $741,000 for the
six months  ended March 31, 2000 to $668,000  for the six months ended March 31,
2001. This decrease was primarily due to a $3.3 million  decrease in the average
balance of  mortgage-backed  securities.  Other interest income which consist of
interest  earned on  deposits  in banks and Federal  Funds  sold,  increased  by
$181,000,  or 87.4%,  from  $207,000  for the six months ended March 31, 2000 to
$388,000  for the six months ended March 31,  2001.  Interest  and  dividends on
investment  securities  increased $274,000,  or 23.8%, from $1.2 million for the
six months  ended March 31, 2000 to $1.4  million for the six months ended March
31, 2001.  This increase was primarily due to an increase in the average balance
on investment securities.

     Interest Expense. Interest expense, which consists of interest on deposits,
and interest on borrowed  money  increased  from $5.5 million for the six months
ended March 31, 2000 to $6.9  million for the six months  ended March 31, 2001 a
change of $1.4 million or 25.5%. Interest on deposits increased $1.7 million due
to an increase in the average  volume of deposits by $41.1  million  from $241.9
million at March 31, 2000 to $283.0 million at March 31, 2001.  Additionally the
average  cost on deposits  increased  by 60 basis points from 4.14% at March 31,
2000 to 4.74% at March 31, 2001. Interest on short-term  borrowings decreased by
$275,000 or 62.6% from $439,000 at March 31, 2000 to $165,000 at March 31, 2001.
This  decrease was  primarily due to a decrease of $5.5 million in advances from
the  Federal  Home Loan Bank of Atlanta  during the six months  ended  March 31,
2001.


                                       10
<PAGE>
     Average Balance Sheet. The following tables sets forth certain  information
relating to the Company's  average  balance sheet and reflects the average yield
on assets and cost of  liabilities  for the  periods  indicated  and the average
yields  earned  and rates  paid.  Such yield and costs are  derived by  dividing
income or expense by the average balance of assets or liabilities, respectively,
for the  periods  presented.  Average  balances  are  computed  using  month-end
balances.

     The table also presents  information for the periods indicated with respect
to the differences between the average yield earned on  interest-earning  assets
and  average  rate  paid on  interest-bearing  liabilities,  or  "interest  rate
spread," which banks have  traditionally  used as an indicator of profitability.
Another  indicator of an institution's  net interest income is its "net interest
margin,"  which is its net  interest  income  divided by the average  balance of
interest-earning assets.
<TABLE>
<CAPTION>
                                                                   SIX MONTHS  ENDED MARCH  31,
                                               ---------------------------------------------------------------------------
                                                             2001                                     2000
                                               ---------------------------------       -----------------------------------
                                               AVERAGE                   AVERAGE       AVERAGE                     AVERAGE
                                               BALANCE      INTEREST       RATE        BALANCE       INTEREST       RATE
                                               -------      --------     -------       -------       --------      -------
                                                                            (DOLLARS IN THOUSANDS)
<S>                                           <C>           <C>           <C>          <C>           <C>            <C>
Interest-earning assets:
   Loans                                      $241,194      $ 9,235       7.66%        $222,999      $ 8,255        7.40%
   Mortgage-backed securities                   19,895          668       6.72           23,233          741        6.38
   Investment securities and FHLB stock         43,196        1,424       6.59           36,075        1,150        6.38
   Interest-bearing deposits in other banks
      and Federal Funds sold                    15,843          388       4.90            6,908          207        5.99
                                              --------      -------                    --------      -------
     Total interest-earning assets             320,128       11,715       7.32          289,215       10,353        7.16
Noninterest-earning assets                      19,123                                   16,888
                                              --------                                 --------
        Total assets                          $339,251                                 $306,103
                                              ========                                 ========

Interest-bearing liabilities:
      Deposits                                $283,099        6,706       4.74         $241,896        5,009        4.14
      Borrowings-short term                      4,550          164       7.21           15,083          439        5.82
      Other liabilities                          1,499            2       0.27            1,656            2        0.24
                                              --------      -------                    --------      -------
Total interest-bearing liabilities             289,148        6,872       4.75          258,635        5,450        4.21
                                                            -------     ------                       -------      ------
Noninterest-bearing liabilities                  6,895                                    2,737
                                              --------                                 --------
      Total liabilities                        296,043                                  261,372
Stockholders' equity                            43,208                                   44,731
                                              --------                                 --------
   Total liabilities and stockholders'
            Equity                            $339,251                                 $306,103
                                              ========                                 ========

Net interest income                                         $ 4,843                                   $4,903
                                                            =======                                   ======
Interest rate spread                                                      2.57%                                     2.94%
                                                                        ======                                    ======
Net interest margin                                                       3.03%                                     3.39%
                                                                        ======                                    ======
Ratio average interest earning assets/
    interest bearing liabilities                                        110.71%                                   111.82%
                                                                        ======                                    ======
</TABLE>
     Provision for Loan Losses.  The Company charges  provisions for loan losses
to  earnings  to  maintain  the  total  allowance  for  loan  losses  at a level
management  considers  adequate to provide for probable  loan  losses,  based on
prior loss experience.  The Company established provision for losses on loans of
$69,000 for the six months ended March 31, 2001,  as compared to $51,000 for the
six months  ended March 31,  2000,  representing  a increase  of  $18,000.  Loan
chargeoffs  for the six months ended March 31, 2001 were $201,000 as compared to
$76,000 for the six months ended March 31, 2000.  Loan  recoveries were $132,000
for the six months ended March 31, 2001,  compared to $67,000 for the six months
ended March 31 2000.  Non  performing  loans at March 31, 2001 were  $586,000 as
compared to $477,000 at March 31, 2000.  The total loss  allowance  allocated to
domestic loans is $1.4 million.  In  establishing  such  provisions,  management
considered an analysis of the risk inherent in the loan portfolio.

                                       11
<PAGE>
     Other Income.  Other income increased by $91,000,  or 34.4%,  from $264,000
for the six months  ended March 31, 2000 to  $355,000  for the six months  ended
March 31, 2001.  The increase in other income for the six months ended March 31,
2001  was  attributable  partly  to  a  $27,000  gain  on  the  sale  of  loans.
Additionally,  the increase in other  income  reflected a $30,000  increase,  or
31.3% in  transaction  account fees for the six months ended March 31, 2001 from
$96,000 for the six months  ended March 31,  2000,  compared to $126,000 for the
six months ended March 31, 2001.

     Non-interest  Expenses.  Total non-interest expenses increased by $737,000,
or 16.6%,  from $4.4  million  for the six months  ended  March 31, 2000 to $5.2
million for the six months  ended March 31, 2001.  The increase in  non-interest
expenses  was due to  increases  in  salaries  and related  expenses,  occupancy
expense,  telephone postage and office supplies,  property and equipment expense
and advertising  expense.  The Company's salaries and related expenses increased
by $657,000,  or 29.6%,  due to the recruitment of personnel for new offices and
compensation  expense for the market value adjustments for the Rabbi-Trust.  The
compensation  expense for the market value  adjustment for the  Rabbi-Trust  was
$262,000 for the six months ended March 31, 2001 compared to $60,000 for the six
months ended March 31, 2000.  Occupancy expense  increased by $76,000,  or 16.3%
due to the increased expenses associated with the new branches.

     Income Taxes. The Company's income tax  expense/(benefit)  was $(9,000) and
$270,000 for the six months ended March 31, 2001 and 2000, respectively.

COMPARISON  OF  OPERATING  RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND
2000

     Net Income. Net income decreased by $225,000,  or 171.8%, from $131,000 for
the three  months  ended March 31, 2000 to loss of $94,000 for the three  months
ended March 31, 2001. The decrease in net income was primarily  attributable  to
increased non-interest expense.

     Net Interest Income. Net interest income remained unchanged at $2.4 million
for the three months ended March 31, 2001,  and the three months ended March 31,
2000. This stability was due to the increase in interest  income  offsetting the
increase in interest expense.

     Interest Income. Interest income increased by $758,000, or 14.6%, from $5.1
million for the three  months ended March 31, 2000 to $5.9 million for the three
months ended March 31, 2001. Interest and fees on loans increased by $481,000 or
11.6%,  from $4.1  million  for the three  months  ended  March 31, 2000 to $4.6
million  for the three  months  ended March 31,  2001  primarily  due to a $14.2
million  increase in the average balance of loans  receivable and an increase in
the  average  yield on loans of 36 basis  points from 7.32% at March 31, 2000 to
7.68% at March 31, 2001 as the Company  implemented  its strategy of  increasing
loan originations. Additionally, interest and dividends on investment securities
increased  by $86,000 or 14.8%.  Other  interest  income  increased  $154,000 or
154.0% from  $100,000 at March 31,  2000 to  $254,000 at March 31,  2001.  These
increases  more than  offset a decrease  of  $31,000,  or 8.5%,  in  interest on
mortgage-backed  securities  from  $364,000 for the three months ended March 31,
2000 to $333,000 for the three months  ended March 31,  2001.  This  decrease in
mortgage-backed  securities was primarily due to a $2.2 million  decrease in the
average volume of mortgage-backed securities.

     Interest Expense.  Interest expense, which consists of interest on deposits
and interest on borrowed money  increased form $2.7 million for the three months
ended March 31, 2000 to $3.5 million for the three months ended March 31, 2001 a
change of $722,000 or 26.1%.  Interest on deposits increased $862,000 during the
three months ended March 31, 2001,  due to an increase in the average  volume of
deposits of $45.2  million,  and an increase in the average yield on deposits of
54 basis  points,  from  4.18% at March  31,  2000 to 4.78% at March  31,  2001.
Interest on short-term borrowings was $64,000 for the three months end March 31,
2001.  This  decrease  was  primarily  due to the  repayment  of $5.5 million in
advances from the Federal Home Loan Bank of Atlanta.


                                       12
<PAGE>
         Average Balance Sheet. The following tables sets forth certain
information relating to the Company's average balance sheet and reflects the
average yield on assets and cost of liabilities for the periods indicated and
the average yields earned and rates paid. Such yield and costs are derived by
dividing income or expense by the average balance of assets or liabilities,
respectively, for the periods presented. Average balances are computed using
month-end balance.
<TABLE>
<CAPTION>
                                                                 THREE MONTHS  ENDED MARCH  31,
                                               ---------------------------------------------------------------------------
                                                             2001                                     2000
                                               ---------------------------------       -----------------------------------
                                               AVERAGE                   AVERAGE       AVERAGE                     AVERAGE
                                               BALANCE      INTEREST       RATE        BALANCE       INTEREST       RATE
                                               -------      --------     -------       -------       --------      -------
                                                                            (DOLLARS IN THOUSANDS)
<S>                                           <C>           <C>           <C>          <C>           <C>            <C>
Interest-earning assets:
   Loans                                      $240,412       $4,618       7.68%        $226,194       $4,137        7.32%
   Mortgage-backed securities                   20,787          333       6.41           23,038          364        6.32
   Investment securities and FHLB stock         42,416          733       6.91           36,917          580        6.28
   Interest bearing deposits in other banks
      and Federal Funds sold                    23,230          255       4.39            6,647          100        6.02
                                              --------       ------                    --------       ------
     Total interest-earning assets             326,845        5,939       7.27          292,796        5,181        7.08
Noninterest-earning assets                      24,014                                   15,566
                                              --------                                 --------
        Total assets                          $350,859                                 $308,362
                                              ========                                 ========

Interest-bearing liabilities:
    Deposits                                  $290,660        3,429       4.72         $245,446        2,567        4.18
    Borrowings-short term                        4,000           64       6.40           14,167          203        5.73
    Other liabilities                            1,586            1        .25            1,673            1        0.24
                                              --------       ------                    --------       ------
Total interest-bearing liabilities             296,246        3,494       4.72          261,286        2,771        4.24
                                                             ------     ------                        ------      ------
Noninterest-bearing liabilities                 11,576                                    2,736
                                              --------                                 --------
      Total liabilities                        307,822                                  264,022
Stockholders' equity                            43,037                                   44,340
                                              --------                                 --------
   Total liabilities and stockholders'
            Equity                            $350,859                                 $308,362
                                              ========                                 ========

Net interest income                                          $2,445                                   $2,410
                                                             ======                                   ======
Interest rate spread                                                      2.55%                                     2.84%
                                                                        ======                                    ======
Net interest margin                                                       2.99%                                     3.29%
                                                                        ======                                    ======
Ratio average interest earning assets/
    interest bearing liabilities                                        110.33%                                   112.06%
                                                                        ======                                    ======
</TABLE>
     Provision for Loan Losses.  The Company charges  provisions for loan losses
to earnings to maintain a total allowance for loan losses at a level  management
considers  adequate to provide for  probable  loan  losses,  based on prior loss
experience.  The Company  increased  the provision for losses by $44,000 for the
three months ended March 31, 2001.  This  increases  the loss  allowance to $1.4
million which the Company believes is sufficient based on past experience.  Loan
chargeoffs  for the three months ended March 31, 2001 were  $124,000 as compared
to $38,000 for the three  months  ended March 31,  2000.  Loan  recoveries  were
$65,000 for the three months ended March 31, 2001 as compared to $30,000 for the
three months ended March 31, 2000. Non  performing  loans at March 31, 2001 were
$586,000  as  compared  to $477,000  at March 31,  2000.  In  establishing  such
provisions,  management considered the analysis of the risk inherent in the loan
portfolio and the increased  emphasis on home equity loans,  which entail higher
credit risks than residential mortgage loans.

     Other Income.  Other income increased by $57,000,  or 41.9%,  from $136,000
for the three months ended March 31, 2000 to $193,000 for the three months ended
March 31,  2001.  The  increase in other income for the three months ended March
31, 2001 was  attributable  primarily to a $27,000  increase in gain on sales of
loans and a $7,000,  increase in fees on transaction accounts,  from $49,000 for
the three  months  ended March 31, 2000 to $56,000  for the three  months  ended
March 31, 2001.
                                       13
<PAGE>
     Non-interest  Expenses.  Total non-interest expenses increased by $418,000,
or 18.0%,  from $2.3  million for the three  months ended March 31, 2000 to $2.7
million for the three months ended March 31, 2001. The increase in  non-interest
expenses  was due to  increases  in  salaries  and related  expenses,  occupancy
expense, telephone postage, and office supplies,  property and equipment expense
and advertising  expense.  The Company's salaries and related expenses increased
by $363,000,  or 31.9%, due to the recruitment of personnel for the new offices,
and compensation  expense of $205,000 related to the market value adjustment for
the  Rabbi-Trust.  Occupancy  expense  increased by $35,000,  or 13.8%, and data
processing expense increased $83,000, or 57.2%.

     Income Taxes. The Company's income tax  expense/(benefit) was $(54,000) and
$89,000 for the three  months ended March 31, 2001 and 2000,  respectively.  The
Company's  effective  tax rates were 36.4% and 40.5% for the three  months ended
March 31, 2001 and 2000, respectively.

LIQUIDITY AND CAPITAL RESOURCES

     At March  31,  2001,  the Bank  exceeded  all  regulatory  minimum  capital
requirements.  For  information  reconciling  the Bank's  retained  earnings  as
reported in its financial statements at March 31, 2001 to its tangible, core and
risk-based   capital   levels  and  comparing  such  totals  to  the  regulatory
requirements, see Note 5 of Notes to Consolidated Financial Statements.

     The  Company's  primary  sources of funds are deposits  and  proceeds  from
maturing investment securities and mortgage-backed  securities and principal and
interest  payments on loans.  While  maturities  and scheduled  amortization  of
mortgage-backed  securities and loans are a predictable source of funds, deposit
flows and mortgage prepayments are greatly influenced by general interest rates,
economic conditions, competition and other factors.

     The primary  investing  activities  of the Company are the  origination  of
loans and the purchase of investment securities and mortgage-backed  securities.
During the six months  ended  March 31,  2001 and 2000,  the  Company  had $13.2
million and $17.5 million,  respectively,  of loan originations.  During the six
months  ended  March  31,  2001  and  2000,  the  Company  purchased  investment
securities  in the amounts of $16 million and $4.1  million,  respectively,  and
mortgage-backed  securities  in the  amounts of $8.0  million  and $2.8  million
respectively.  The purchase of  interest-bearing  deposits  decreased  from $1.2
million for the six months  ended March 31, 2000 to $792,000  for the six months
ended  March 31,  2001.  The  primary  financing  activity of the Company is the
attraction of savings deposits.

     The Company has other  sources of  liquidity  if there is a need for funds.
The Bank has the  ability  to  obtain  advances  from  the FHLB of  Atlanta.  In
addition, the Company maintains a portion of its investments in interest-bearing
deposits at other financial institutions that will be available, if needed.

     The Bank is required to maintain minimum levels of liquid assets as defined
by OTS regulations.  This requirement,  which may be changed at the direction of
the OTS depending upon economic  conditions  and deposit flows,  is based upon a
percentage  of deposits and  short-term  borrowings.  The Bank's  average  daily
liquidity ratio for the month of March was approximately  27.7%,  which exceeded
the required  level for such period.  Management  seeks to maintain a relatively
high level of liquidity in order to retain  flexibility  in terms of  investment
opportunities  and deposit pricing.  Because liquid assets generally provide for
lower rates of return,  the Bank's  relatively high liquidity will, to a certain
extent, result in lower rates of return on assets.

     The  Company's  most liquid assets are cash,  interest-bearing  deposits in
other  banks and  federal  funds  sold,  which  are  short-term,  highly  liquid
investments with original  maturities of less than three months that are readily
convertible  to known amounts of cash.  The levels of these assets are dependent
on the Company's operating,  financing and investing activities during any given
period.  At March 31, 2001, cash,  interest-bearing  deposits in other banks and
federal  funds  sold  were  $6.3   million,   $29.6  million  and  $3.2  million
respectively.

     The Company  anticipates  that it will have  sufficient  funds available to
meet its current  commitments.  Certificates  of deposit  which are scheduled to
mature in less than one year at March 31, 2001  totaled $115  million.  Based on
past experience, management believes that a significant portion of such deposits
will remain with the Bank.  The Bank is a party to  financial  instruments  with
off-balance-sheet  risk  made in the  normal  course  of  business  to meet  the
financing  needs of its  customers.  These  financial  instruments  are  standby
letters of credit,  lines of credit and  commitments  to fund mortgage loans and
involve  to  varying  degrees  elements  of credit  risk in excess of the amount
recognized in the statement of financial position. The contract amounts of those
instruments  express the


                                       14
<PAGE>


extent of involvement the Company has in this class of financial instruments and
represents  the  Company's  exposure to credit loss from  nonperformance  by the
other party.

     The Company  generally  requires  collateral  or other  security to support
financial instruments with off-balance-sheet credit risk. At March 31, 2001, the
Company had commitments  under standby letters of credit and lines of credit and
commitments  to  originate  mortgage  loans of $98,000,  $21.1  million and $4.4
million, respectively.

                                       15
<PAGE>


PART II.  OTHER INFORMATION

         ITEM 1.  LEGAL PROCEEDINGS

         None.

         ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.

         ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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


               The Company's Annual Meeting of Stockholders was held on February
          14,  2001.  5,628,450  shares  of  the  Company's  common  stock  were
          represented at the Annual Meeting in person or by proxy.

               Stockholders voted in favor of the election of three nominees for
          director. The voting results for each nominee were as follows:

                                     Votes in Favor
         Nominee                      of Election               Votes Withheld
         -------                     ---------------            --------------

         H. Adrian Cox                5,382,707                   245,743
         William M. Loughran          5,385,810                   242,640
         John J. Panzer Jr.           5,383,232                   245,218

          There were 0 broker nonvotes on the matter

               In addition,  stockholders  voted in favor of the  ratifcation of
          the appointment of Anderson Associates, LLP as independent auditors of
          the Company for the fiscal year ending  September 30, 2001.  5,594,194
          votes were cast in favor of the proposal to ratify the  appointment of
          auditors, 24,796 votes were cast against the proposal, and 9,460 votes
          abstained. There were 0 broker nonvotes on the matter.


         ITEM 5.  OTHER INFORMATION

         None.

         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      List of Exhibits

         (b)      Form 8-K

               No Reports on Form 8-K were filed during the quarter  ended March
          31, 2001.



                                       16
<PAGE>





                                   SIGNATURES



         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    BCSB BANKCORP, INC.



Date: May 10, 2001                  /s/ Gary C. Loraditch
                                    --------------------------------------------
                                    Gary C. Loraditch
                                    President
                                    (Principal Executive Officer)



Date: May 10, 2001                  /s/ Bonnie M. Klein
                                    --------------------------------------------
                                    Bonnie M. Klein
                                    Vice President and Treasurer
                                    (Principal Financial and Accounting Officer)


                                       17