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, 2000
                                    --------------

                                       OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     For the transition period from __________ to __________.

                           Commission File No. 0-23763


                              Quitman Bancorp, Inc.
--------------------------------------------------------------------------------
        (Exact name of Small Business Issuer as Specified in Its Charter)

                Georgia                                     58-2365866
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation             (I.R.S. Employer
 or Organization)                                        Identification No.)

                 602 East Screven Street, Quitman, Georgia 31643
              ----------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (912) 263-7538
--------------------------------------------------------------------------------
                 Issuer's Telephone Number, Including Area Code

--------------------------------------------------------------------------------
              (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
                           ----------             ------

   Number of shares of Common Stock outstanding as of March 31, 2000: 507,262

Transitional Small Business Disclosure Format (check one)

                      YES                   NO      X
                           ----------             ------


<PAGE>

                              QUITMAN BANCORP, INC.

                                    Contents
                                    --------

                                                                         Page(s)
                                                                         -------
PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements............................................3

     Item 2.  Management's Discussion and Analysis or Plan of Operation......10


PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings..............................................15

     Item 2.  Changes in Securities and Use of Proceeds......................15

     Item 3.  Defaults upon Senior Securities................................15

     Item 4.  Submission of Matters to a Vote of Security Holders............15

     Item 5.  Other Information..............................................15

     Item 6.  Exhibits and Reports on Form 8-K...............................15

     Signatures..............................................................16



                                      -2-
<PAGE>


                          PART I. FINANCIAL INFORMATION
                      QUITMAN BANCORP, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
                                                                            MARCH 31,              SEPTEMBER 30,
                                                                              2000                     1999
                                                                          ------------             -------------
                                                                           (Unaudited)
<S>                                                                    <C>                           <C>
Cash and Cash Equivalents:
   Cash and amounts due from depository
      institutions                                                       $     806,925                 1,706,799
   Interest-bearing deposits in other banks                                    524,520                   261,896
   Federal funds sold                                                          140,000                         0
                                                                           -----------               -----------
         Total Cash and Cash Equivalents                                     1,471,445                 1,968,695
Investment securities -
   Available-for-sale                                                        6,435,193                 6,558,701
Loans receivable - net of allowance for loan
   losses and deferred origination fees                                     44,806,897                41,120,768
Office properties and equipment, at cost, net of
   accumulated depreciation                                                  1,539,771                 1,601,398
Real estate and other property acquired
   in settlement of loans                                                       82,550                   139,045
Accrued interest receivable                                                    515,954                   514,290
Investment required by law-stock in Federal
   Home Loan Bank, at cost                                                     320,300                   286,700
Cash value of life insurance                                                   572,875                   482,354
Other assets                                                                   221,380                   170,198
                                                                           -----------               -----------
         Total Assets                                                      $55,966,365                52,842,149
                                                                           ===========               ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
Liabilities:
   Deposits                                                                $43,305,442                41,993,095
   Advances from Federal Home Loan Bank                                      4,500,000                 2,500,000
   Accrued interest payable                                                    306,632                   303,512
   Income taxes payable                                                         36,103                     1,312
   Other liabilities                                                           300,285                   369,230
                                                                           -----------               -----------
      Total Liabilities                                                     48,448,462                45,167,149
                                                                           -----------               -----------

Stockholders' Equity:
   Common stock,  $.10 par value,  4,000,000 shares  authorized,  661,250 shares
      issued and 507,262 shares  outstanding  March 31, 2000 (533,960  September
      30, 1999)                                                                 66,125                    66,125
   Preferred stock, no par value, 1,000,000
      shares authorized, no shares issued
      or outstanding                                                                 0                         0
   Additional paid in capital                                                6,135,412                 6,135,412
   Retained Earnings                                                         3,608,729                 3,491,984
   Accumulated other comprehensive income (loss)                              (124,189)                  (77,699)
                                                                           -----------                ----------
                                                                             9,686,077                 9,615,822
   Receivable from employee stock ownership plan                              (449,650)                 (502,550)
   Treasury stock, 153,988 shares at cost March 31,
      2000 (127,290 September 30, 1999)                                     (1,718,524)               (1,438,272)
                                                                           -----------                ----------
      Total Stockholders' Equity                                             7,517,903                 7,675,000
                                                                           -----------                ----------
         Total Liabilities and Stockholders' Equity                        $55,966,365                52,842,149
                                                                           ===========                ==========
</TABLE>

                                      -3-
<PAGE>
                      QUITMAN BANCORP, INC. AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF INCOME
                        ---------------------------------
<TABLE>
<CAPTION>
                                                                (UNAUDITED)                     (UNAUDITED)

                                                            THREE MONTHS ENDED                SIX MONTHS ENDED
                                                                MARCH 31,                        MARCH 31,
                                                       ----------------------------     ----------------------------
                                                           2000            1999             2000            1999
                                                       ------------    ------------     ------------    ------------
<S>                                                  <C>                  <C>           <C>             <C>
Interest Income:
   Loans receivable:
      First mortgage loans                             $   944,873          801,461       1,828,694       1,590,141
      Consumer and other loans                              75,764           49,008         146,087         103,326
   Interest on FHLMC Pool                                       28               45              59              95
   Investment securities                                    95,913           89,017         195,021         177,898
   Interest-bearing deposits                                 8,457            8,800          14,047          14,862
   Federal funds sold                                        1,405              126           1,405             482
                                                       -----------       ----------     -----------      ----------
         Total Interest Income                           1,126,440          948,457       2,185,313       1,886,804
                                                       -----------       ----------     -----------      ----------

Interest Expense:
   Deposits                                                601,207          530,856       1,176,821       1,050,008
   Interest on Federal Home Loan
      Bank advances                                         64,971            1,385         106,416          11,546
                                                       -----------       ----------     -----------      ----------
         Total Interest Expense                            666,178          532,241       1,283,237       1,061,554
                                                       -----------       ----------     -----------      ----------

Net Interest Income                                        460,262          416,216         902,076         825,250

Provision for loan losses                                   15,000                0          30,000          10,000
                                                       -----------       ----------     -----------      ----------

Net Interest Income After Provision for Losses             445,262          416,216         872,076         815,250
                                                       -----------       ----------     -----------      ----------
Non-Interest Income:
   Gain (loss) on sale of securities                          (327)               0          (7,387)          1,094
   Late charges on loans                                     9,583            9,763          18,537          18,725
   Service charges                                          23,633            5,665          46,252           9,635
   Insurance commissions                                     2,203              196           5,581             557
   Other income                                              6,971            2,014          11,797           2,577
   Gain on sale of other real estate                         4,335                0           5,911               0
                                                       -----------       ----------     -----------      ----------
         Total Non-Interest Income                          46,398           17,638          80,691          32,588
                                                       -----------       ----------     -----------       ---------
Non-Interest Expense:
   Compensation                                            138,042           91,881         264,894         179,188
   Other personnel expenses                                 62,260           62,573         125,450          96,819
   Occupancy expenses of premises                           12,832            5,471          25,038          11,566
   Furniture and equipment expenses                         53,753           35,057         107,074          72,845
   Federal deposit insurance                                 2,216            5,511           8,285          10,762
   Advertising                                               5,894           15,275          17,369          25,005
   Legal expense                                             3,574           13,619          18,273          26,198
   Accounting and auditing                                  14,850           13,250          28,000          26,550
   Office supplies and printing                             10,544           11,433          22,121          20,546
   Business occupation and other taxes                      14,088           12,730          27,249          29,655
   Charitable contributions                                  1,460            1,103          13,433           7,097
   Other operating expenses                                 52,968           33,406         115,479          68,409
                                                       -----------       ----------     -----------      ----------
         Total Non-Interest Expense                        372,481          301,309         772,665         574,640
                                                       -----------       ----------    ------------      ----------
Income Before Income Taxes                                 119,179          132,545         180,102         273,198
Provision for Income Taxes                                  34,667           45,797          63,357          97,522
                                                      ------------       ----------    ------------      ----------
Net Income                                             $    84,512           86,748         116,745         175,676
                                                       ===========       ==========     ===========      ==========
Earnings Per Share (Basic and Diluted)                 $       .18              .16             .25             .31
                                                       ===========       ==========     ===========      ==========
</TABLE>

                                      -4-
<PAGE>
                      QUITMAN BANCORP, INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 -----------------------------------------------
<TABLE>
<CAPTION>

                                                                           ACCUMULATED
                                                                              OTHER
                                            ADDITIONAL                    COMPREHENSIVE      RECEIVABLE
                                 COMMON       PAID IN       RETAINED         INCOME             FROM         TREASURY
                                 STOCK        CAPITAL       EARNINGS         (LOSS)             ESOP           STOCK        TOTAL
                               ----------   ----------     ----------      ----------        ----------     ----------   -----------

<S>                            <C>           <C>             <C>              <C>             <C>         <C>           <C>
Balances, September 30, 1998    $  66,125     6,135,412       3,256,097        35,119          (529,000)             0    8,963,753

Net income                              0             0         175,676             0                 0              0      175,676

Other comprehensive income (loss)       0             0               0       (39,089)                0              0      (39,089)

Change in receivable from employee
 stock ownership plan                   0             0               0             0            26,450              0       26,450

Treasury stock acquired, 99,187
 shares                                 0             0               0             0                 0     (1,129,119)  (1,129,119)
                            ---------------------------  -------------- -------------     -------------     ----------   ----------

Balances, March 31, 1999,
 (Unaudited)                    $  66,125     6,135,412       3,431,773        (3,970)         (502,550)    (1,129,119)   7,997,671
                                =========     =========       =========     =========          ========     ==========    =========

Balances, September 30, 1999    $  66,125     6,135,412       3,491,984       (77,699)         (502,550)    (1,438,272)   7,675,000

Net income                              0             0         116,745             0                 0              0      116,745

Other comprehensive income (loss)       0             0               0       (46,490)                0              0      (46,490)

Change in receivable from employee
 stock ownership plan                   0             0               0             0            52,900              0       52,900

Treasury stock acquired, 26,698
 Shares                                 0             0               0             0                 0       (280,252)    (280,252)
                            ---------------------------  --------------  ------------     -------------   ------------   ----------

Balances, March 31, 2000,
 (Unaudited)                    $  66,125     6,135,412       3,608,729      (124,189)         (449,650)    (1,718,524)   7,517,903
                                =========     =========       =========      ========          ========     ==========    =========
</TABLE>


                                      -5-

<PAGE>
                      QUITMAN BANCORP, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
<TABLE>
<CAPTION>
                                                                SIX MONTHS ENDED MARCH 31,
                                                               -----------------------------
                                                                  2000              1999
                                                               -----------      -----------
                                                               (Unaudited)      (Unaudited)
<S>                                                          <C>                <C>
Cash Flows From Operating Activities:
-------------------------------------
   Net income                                                 $   116,745        175,676
   Adjustments to reconcile net income to net cash
      provided by operating activities:
      Depreciation                                                 71,909         42,410
      Provision for loan losses                                    30,000         10,000
      Amortization (Accretion) of securities                        5,578          5,000
      Gain on sale of foreclosed assets                            (5,911)             0
      (Gain) loss on sale of securities                             7,386         (1,094)
      Deferred income taxes                                            33         (1,813)
   Change in Assets and Liabilities:
      (Increase) Decrease in accrued interest receivable           (1,664)         2,609
      Increase (Decrease) in accrued interest payable               3,120         12,501
      Increase (Decrease) in other liabilities                    (98,945)       (94,654)
      Increase (Decrease) in income taxes payable                  93,923         20,853
      (Increase) Decrease in other assets                         (86,397)       (49,620)
                                                              -----------    -----------
         Net cash provided (used) by operating activities         135,777        121,868
                                                              -----------    -----------

Cash Flows From Investing Activities:
-------------------------------------
   Capital expenditures                                           (10,281)      (749,569)
   Purchase of available-for-sale securities                     (523,319)    (2,476,137)
   Proceeds from sale of foreclosed property                       68,360              0
   Proceeds from maturity of held-to-maturity securities                0        200,000
   Proceeds from maturity of available-for-sale securities              0        100,000
   Proceeds from sale of available-for-sale securities            541,477      1,950,000
   Purchase of stock in Federal Home Loan Bank                    (33,600)       (46,900)
   Net (increase) decrease in loans                            (3,722,083)    (1,485,678)
   Principal collected on mortgage-backed securities               51,945         79,107
   Increase in cash value of life insurance                       (90,521)       (85,257)
                                                              -----------    -----------
      Net cash provided (used) by investing activities         (3,718,022)    (2,514,434)
                                                              -----------    -----------

Cash Flows From Financing Activities:
-------------------------------------
   Net increase (decrease) in deposits                          1,312,347      4,196,779
   Proceeds from Federal Home Loan Bank advances                2,000,000      1,000,000
   Principal collected on receivable from ESOP                     52,900         26,450
   Purchase of treasury stock                                    (280,252)    (1,129,119)
   Payment on Federal Home Loan advances                                0     (1,000,000)
                                                              -----------    -----------
         Net cash provided (used) by financing activities       3,084,995      3,094,110
                                                              -----------    -----------

Net Increase (Decrease) in cash and cash equivalents             (497,250)       701,544
Cash and Cash Equivalents at Beginning of Period                1,968,695        371,866
                                                              -----------    -----------
Cash and Cash Equivalents at End of Period                    $ 1,471,445      1,073,410
                                                              ===========    ===========
Supplemental Disclosures of Cash Flows Information:
---------------------------------------------------
   Cash Paid During The Period:
      Interest                                                $ 1,227,887      1,049,053
      Income taxes                                                 27,132         89,064
   Non-Cash Investing Activities:
      Increase (Decrease) in unrealized gains on available-
         for-sale securities                                      (70,439)       (59,226)

</TABLE>
                                      -6-
<PAGE>

                      QUITMAN BANCORP, INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                 -----------------------------------------------

<TABLE>
<CAPTION>
                                                   (UNAUDITED)             (UNAUDITED)
                                               THREE MONTHS ENDED        SIX MONTHS ENDED
                                                    MARCH 31,              MARCH 31,
                                               ---------------------    --------------------
                                                  2000        1999        2000        1999
                                                --------    --------    --------    --------

<S>                                            <C>           <C>        <C>         <C>
Net Income                                      $ 84,512      86,748     116,745     175,676
                                                --------    --------    --------    --------

Other Comprehensive Income, Net of Tax:
   Unrealized gains (losses) on securities:
      Unrealized holding gains (losses)
        arising during the period                 (8,603)    (27,902)    (51,365)    (37,995)
      Reclassification adjustment for (gains)
        losses included in net income                216           0       4,875      (1,094)
                                                --------    --------    --------    --------

   Other Comprehensive Income (Loss)              (8,387)    (27,902)    (46,490)    (39,089)
                                                --------    --------    --------    --------

Comprehensive Income                            $ 76,125      58,846      70,255     136,587
                                                ========    ========    ========    ========
</TABLE>

                                      -7-
<PAGE>



                      QUITMAN BANCORP, INC. AND SUBSIDIARY

                          Notes to Financial Statements
                                   (Unaudited)

Note 1 - Basis of Preparation
-----------------------------

         The  accompanying  unaudited  financial  statements  were  prepared  in
         accordance  with  instructions  for Form  10-QSB and  therefore  do not
         include all  disclosures  necessary for a complete  presentation of the
         statements of financial condition,  statements of income, statements of
         comprehensive  income and  statements of cash flow in  conformity  with
         generally  accepted  accounting  principles.  However,  all adjustments
         which  are,  in the  opinion  of  management,  necessary  for the  fair
         presentation  of the interim  financial  statements have been included.
         All such adjustments are of a normal recurring nature. The statement of
         income for the six month period ended March 31, 2000 is not necessarily
         indicative of the results which may be expected for the entire year.

         It is suggested that these  unaudited  financial  statements be read in
         conjunction  with the audited  consolidated  financial  statements  and
         notes thereto for Quitman  Bancorp,  Inc. and  Subsidiary  for the year
         ended September 30, 1999.

Note 2 - Plan of Conversion
---------------------------

         On October 14,  1997,  the Bank's  Board of  Directors  approved a plan
         ("Plan") to convert from a federally-chartered mutual savings bank to a
         federally-chartered  stock  savings  bank  subject to  approval  by the
         Bank's  members.  The Plan,  which  included  formation  of the holding
         company,  Quitman Bancorp,  Inc., was subject to approval by the Office
         of Thrift  Supervision  (OTS) and included the filing of a registration
         statement  with the SEC. The conversion was completed on April 2, 1998.
         Actual  conversion  costs were  accounted  for as a reduction  in gross
         proceeds.

         The Plan called for the common stock of the Bank to be purchased by the
         holding  company and for the common stock of the holding  company to be
         offered to  various  parties  in an  offering  at a price of $10.00 per
         share.

         The  stockholders  of the  holding  company  approved a proposed  stock
         option  plan and a proposed  restricted  stock plan at a meeting of the
         stockholders  on  April  13,  1999.  Shares  issued  to  directors  and
         employees  under these plans may be from authorized but unissued shares
         of common stock or they may be  purchased  in the open  market.  In the
         event  that  options  or shares  are issued  under  these  plans,  such
         issuances will be included in the earnings per share calculation; thus,
         the interests of existing stockholders would be diluted.

         The Bank may not declare or pay a cash  dividend if the effect  thereof
         would  cause its net  worth to be  reduced  below  either  the  amounts
         required for the liquidation  account discussed below or the regulatory
         capital requirements imposed by federal regulations.

         At the time of conversion,  the Bank established a liquidation  account
         (which is a  memorandum  account  that does not  appear on the  balance
         sheet) in an amount  equal to its  retained  income as reflected in the
         latest  balance  sheet  used in the final  conversion  prospectus.  The
         liquidation  account  will be  maintained  for the  benefit of eligible
         account holders who continue to maintain their deposit  accounts in the
         Bank after the  conversion.  In the event of a complete  liquidation of
         the Bank (and only in such an event),  eligible depositors who continue
         to maintain  accounts shall be entitled to receive a distribution  from
         the liquidation account before any liquidation may be made with respect
         to common stock.

                                      -8-
<PAGE>



Note 3 - Stock Repurchase
-------------------------

         The Company has adopted a stock repurchase  program that allows for the
         repurchase, from time to time, of up to 153,988 shares of common stock.
         Any shares  repurchased  may be used for  general  and other  corporate
         purposes,  including  the issuance of shares upon the exercise of stock
         options.   On  December  9,  1999,  the  Company  completed  its  stock
         repurchase  program,  having  repurchased  153,988 shares of its common
         stock at a cost of $1,718,524.


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

         The following table sets forth the reconciliation of the numerators and
         denominators  of  the  basic  and  diluted  earnings  per  share  (EPS)
         computations:
<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                                    MARCH 31,                         MARCH 31,
                                                         -----------------------------       ---------------------------
                                                            2000              1999              2000            1999
                                                        ------------      ------------      ------------    ------------

<S>                                                  <C>                   <C>               <C>            <C>
(a)   Net income available to shareholders             $     84,512            86,748            116,745        175,676
                                                       ------------         ---------         ----------     ----------
         Denominator:
           Weighted-average shares outstanding              507,262           588,712            516,907        622,522
           Less:  ESOP weighted-average shares
           unallocated                                       44,965            50,225             47,624         51,578
                                                       ------------         ---------         ----------     ----------
(b)   Basic EPS weighted-average shares
         outstanding                                        462,297           538,457            469,283        570,944

         Effect of dilutive securities                            0                 0              1,068              0
                                                       ------------         ---------         ----------     ----------
(c)   Diluted EPS weighted-average shares
         outstanding                                        462,297           538,457            468,215        570,944
                                                       ============       ===========       ============   ============

         Basic earnings per share (a/b)                $        .18               .16               .25             .31
                                                       ============       ===========       ===========    ============

         Diluted earnings per share (a/c)              $        .18               .16               .25             .31
                                                       ============       ===========       ===========    ============

</TABLE>

                                      -9-
<PAGE>

       ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Comparison of Financial Condition at March 31, 2000 and September 30, 1999

Quitman Bancorp, Inc. (the "Company") may from time to time make written or oral
"forward-looking  statements"  including  statements  contained in the Company's
filings with the Securities and Exchange  Commission  (including  this report on
Form 10-QSB), in its reports to stockholders and in other  communications by the
Company,  which  are made in good  faith by the  Company  pursuant  to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.

These  forward-looking  statements  involve  risks  and  uncertainties,  such as
statements  of the  Company's  plans,  objectives,  expectations,  estimates and
intentions,  that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's  financial  performance to differ  materially from the
plans,   objectives,   expectations,   estimates  and  intentions  expressed  in
forward-looking statements: the strength of the United States economy in general
and  the  strength  of  the  local  economies  in  which  the  Company  conducts
operations;  the effect of, and changes in, trade,  monetary and fiscal policies
and laws,  including  interest  rate  policies of the Board of  Governors of the
Federal  Reserve  System,  inflation,  interest  rate and  market  and  monetary
fluctuations;  the timely  development  of and  acceptance  of new  products and
services of the Company and the perceived  overall  value of these  products and
services by users,  including  the  features,  pricing  and quality  compared to
competitors'  products and  services;  the  willingness  of users to  substitute
competitors' products and services for the Company's products and services;  the
success of the  Company in  gaining  regulatory  approval  of its  products  and
services,  when required;  the impact of changes in financial services' laws and
regulations   (including  laws  concerning   taxes,   banking,   securities  and
insurance);  technological changes,  acquisitions;  changes in consumer spending
and  saving  habits;  and the  success  of the  Company  at  managing  the risks
described above involved in the foregoing.

The Company cautions that these important factors are not exclusive. The Company
does not undertake to update any forward-looking  statement,  whether written or
oral, that may be made from time to time by or on behalf to the Company.

Total assets  increased by $3.1 million or 5.9% due primarily to the increase in
loans resulting from funds received from increases in deposits and advances from
the Federal Home Loan Bank.

Total  equity  decreased  by $157,097 as result of net income for the six months
ended   March  31,   2000,   changes   in  the   unrealized   gain  or  loss  on
available-for-sale securities,  reduction of a loan to the Bank's employee stock
ownership  plan,  and purchase of 26,698  shares of treasury  stock at a cost of
$280,252.

Non-Performing Assets and Delinquencies

Loans  accounted  for on a non-accrual  basis  decreased to $67,308 at March 31,
2000 from  $228,113 at September  30, 1999.  The decrease was the result of nine
loans  being  reclassified  to  performing  loans and three loans being added to
non-accrual. The allowance for loan losses was $419,000 at March 31, 2000.

                                      -10-
<PAGE>



Comparison  of the Results of  Operations  for the Three  Months Ended March 31,
2000 and 1999

Net Income.  Net income  decreased  by $2,000 or 2.6% from net income of $87,000
for the three months ended March 31, 1999 to net income of $85,000 for the three
months ended March 31, 2000.  This decrease is primarily the result of increased
interest  income,  service  charges  and other  income  that was  reduced  by an
increase in interest and non-interest  expense. The annualized return on average
assets decreased from .74% to .61% for the three months ended March 31, 1999 and
2000, respectively.

Net  Interest  Income.  Net  interest  income  increased  $44,000  or 10.6% from
$416,000  for the three  months  ended March 31, 1999 to $460,000  for the three
months ended March 31, 2000.  The increase was  primarily  due to an increase in
loans resulting from the increase in deposits and advances from the Federal Home
Loan Bank.

Interest Income.  Interest income increased  $178,000 for the three months ended
March 31, 2000  compared to the same three  months  ended  March 31,  1999.  The
increase  in  interest  income was  primarily  due to an increase in the average
balance of  interest-earning  assets.  The average  balance of  interest-earning
assets  increased by 13.61%.  This increase in average  interest-earning  assets
added  an  additional   $178,000  of  interest  income.  The  average  yield  on
interest-earning  assets  increased  moderately  to 8.9% from 8.5% for the three
months ended March 31, 2000 and 1999, respectively.

Interest  Expense.  Interest  expense  increased  $134,000 from $532,000 for the
three  months  ended March 31, 1999 to $666,000 for the three months ended March
31,  2000.  The  increase in interest  expense was due to an increase in average
interest-bearing  liabilities of $8.2 million and a slight  increase in the cost
of funds of 15 basis points (100 basis points  equals 1%). The average  balances
of deposits  and  advances  from the Federal  Home Loan bank  increased  by $8.2
million,  from the three  months  ended March 31, 1999 to the three months ended
March 31, 2000.

Non-Interest Income.  Non-interest income increased by $29,000 primarily from an
increase in gain on sale of foreclosed property, $4,000 service charges, $18,000
and miscellaneous income, $7,000.

Non-Interest Expense. Non-interest expense increased by $71,000 primarily due to
increased  compensation  and other  personnel  expense,  furniture and equipment
expense and other  operating  expenses.  Our  compensation  and other  personnel
expense  increased an  aggregate  of $46,000  between the periods as a result of
year-end pay raises,  hiring of additional  employees and  contributions  to the
Bank's  Restricted  Stock Plan  approved  in April of 1999.  Other  non-interest
expenses increased $25,000.

Our expenses have  increased  because of the cost  associated  with our Employee
Stock Ownership Plan, Restricted Stock Plan, and Stock Option Plan, and the cost
of being a public company.  We also offered checking  accounts and the use of an
automated  teller  machine (an "ATM") to our customers  during fiscal 1999.  Our
preparation cost for these products and the cost of soliciting  checking account
funds has also  increased  our  expenses.  We have not yet  received  sufficient
checking account funds or other income to offset these additional costs.

Although no definite plans have been made, we are exploring  whether to purchase
land and construct a branch.  We would likely hire experts or spend money before
we commit to purchasing land or constructing a new branch.  If we decided not to
build a new  branch,  any money  that we had  spent up to that  time  would be a
non-interest expense and would negatively affect our income.

                                      -11-
<PAGE>



Non-interest  expense has increased as a result of staffing and equipping of the
new bank building opened in April 1999. We expect a reduction in net income (and
possibly  losses)  compared to prior periods as a result of these expenses until
the new building  results in higher overall levels of loan and deposit  activity
to off-set the additional  expenses.  We believe this  expansion  should enhance
shareholder  value and hope that the  decrease in earnings  will not be as great
following  the end of  year  2000.  Our  statement  of  beliefs  concerning  our
expansion is a forward  looking  statement.  The Private  Securities  Litigation
Reform  Act of 1995 (the  "Act")  provides  protection  to us in making  certain
forward looking  statements that are accompanied by the factors that could cause
actual results to differ materially from the forward looking statement.  As with
any  expansion,  if the new office or  additional  personnel  do not  ultimately
result in increased  loan and deposit  activity and increased net income,  these
expenses  would continue to have an adverse effect on net income past the end of
year 2000. Our  non-interest  expense would further increase if we built the new
branch discussed in the prior paragraph.

Income Taxes.  Income tax expense amounted to $46,000 for the three months ended
March 31, 1999 compared to $35,000 for the three months ended March 31, 2000.

Comparison of the Results of Operations  for the Six Months Ended March 31, 2000
and 1999

Net Income. Net income decreased by $59,000 or 33.5% from net income of $176,000
for the six months  ended March 31, 1999 to net income of $117,000  for the same
six months of fiscal 2000.  This  decrease is primarily  the result of increased
interest  income  that was more  than  offset by an  increase  in  interest  and
non-interest  expense.  The annualized  return on average assets  decreased from
 .76% to .43% for the six months ended March 31, 1999 and 2000, respectively.

Net  Interest  Income.  Net  interest  income  increased  $77,000 or 9.3%,  from
$825,000  for the six months ended March 31, 1999 to $902,000 for the six months
ended  March  31,  2000.  The  increase  was  primarily  due to an  increase  in
residential  mortgages  and consumer  loans and  partially  offset by a moderate
increase in the cost of funds.

Interest  Income.  Interest income  increased  $299,000 for the six months ended
March 31, 2000 compared to the six months ended March 31, 1999.  The increase in
interest income was primarily attributable to an increase in the average balance
of  interest-earning  assets.  The average  balance of  interest-earning  assets
increased by 13.4%.  This increase in average  interest-earning  assets added an
additional  $299,000 of interest income.  The average yield on  interest-earning
assets increased moderately to 8.8% from 8.6% for the six months ended March 31,
2000 and 1999, respectively.

Interest Expense.  Interest expense  increased  $222,000 from $1,061,000 for the
six months ended March 31, 1999 to $1,283,000 for the six months ended March 31,
2000. The increase in interest  expense was  attributable  to an increase in the
average interest-bearing  liabilities of $8.5 million and a decrease in the cost
of funds of 12 basis points (100 basis points  equals 1%). The average  balances
of deposits  and  advances  from the Federal  Home Loan Bank  increased  by $8.5
million  from the six months  ended March 31, 1999 to the six months ended March
31, 2000.

Non-Interest Income.  Non-interest income increased by $48,000 primarily from an
increase in service  charges on deposit  accounts  of  $37,000,  gain on sale of
other real  estate of $6,000,  insurance  commissions  of $5,000,  other  income
$8,000 and  partially  offset by a decrease  in gains on sale of  securities  of
$8,000.

                                      -12-
<PAGE>



Non-Interest  Expense.  Non-interest expense increased by $198,000 primarily due
to increased  compensation and other personnel expense,  furniture and equipment
expense and other  operating  expenses.  Our  compensation  and other  personnel
expense  increased an  aggregate of $114,000  between the periods as a result of
year-end pay raises, our hiring of additional employees and contributions to the
Bank's  Restricted  Stock Plan  approved  in April of 1999.  Other  non-interest
expense increased $84,000.

Our expenses have  increased  because of the cost  associated  with our Employee
Stock Ownership Plan, Restricted Stock Plan, and Stock Option Plan, and the cost
of being a public company.  We also offered checking  accounts and the use of an
automated  teller  machine (an "ATM") to our customers  during fiscal 1999.  Our
preparation cost for these products and the cost of soliciting  checking account
funds has also  increased  our  expenses.  We have not yet  received  sufficient
checking account funds or other income to offset these additional costs.

Although no definite plans have been made, we are exploring  whether to purchase
land and construct a branch.  We would likely hire experts or spend money before
we commit to purchasing land or constructing a new branch.  If we decided not to
build a new  branch,  any money  that we had  spent up to that  time  would be a
non-interest expense and would negatively affect our income.

Non-interest  expense has increased as a result of staffing and equipping of the
new bank building opened in April 1999. We expect a reduction in net income (and
possibly  losses)  compared to prior periods as a result of these expenses until
the new building  results in higher overall levels of loan and deposit  activity
to off-set the additional  expenses.  We believe this  expansion  should enhance
shareholder  value and hope that the  decrease in earnings  will not be as great
following  the end of  year  2000.  Our  statement  of  beliefs  concerning  our
expansion is a forward  looking  statement.  The Private  Securities  Litigation
Reform  Act of 1995 (the  "Act")  provides  protection  to us in making  certain
forward looking  statements that are accompanied by the factors that could cause
actual results to differ materially from the forward looking statement.  As with
any  expansion,  if the new office or  additional  personnel  do not  ultimately
result in increased  loan and deposit  activity and increased net income,  these
expenses  would continue to have an adverse effect on net income past the end of
year 2000. Our  non-interest  expense would further increase if we built the new
branch discussed in the prior paragraph.

Income Taxes.  Income tax expense  amounted to $176,000 for the six months ended
March 31, 1999 compared to $117,000 for the six months ended March 31, 2000.

Liquidity and Capital Resources

Management  monitors our risk-based capital and leverage capital ratios in order
to asses compliance with regulatory guidelines.  At March 31, 2000, the Bank had
tangible capital,  leverage,  and total risk-based  capital of 11.4%,  11.4% and
17.8%,  respectively,  which exceeded the OTS's minimum  requirements  of 1.50%,
4.00% and 8.00%, respectively.

On April 20, 1999, the Board of Directors approved a dividend of $.20 per share,
payable  May 24,  1999 to  shareholders  of  record on May 10,  1999.  While the
Company  paid this  dividend  from its cash funds,  the primary  source of funds
available for the payment of cash  dividends by the Company are  dividends  from
the subsidiary bank.  Holders of the common stock of the Company are entitled to
share ratably in dividends,  if and when,  declared by the Board of Directors of
the Company,  out of funds  legally  available  therefore.  Federal  banking law
provides  that a  savings  bank  may , by  providing  prior  regulatory  notice,
generally pay dividends  during a calendar year in an amount equal to net income
for the calendar year plus retained net income for the preceding two years.  Any
amount in excess of that  level  requires  prior  regulatory  approval  from the
Office of Thrift Supervision (the "OTS"). The OTS may disapprove any

                                      -13-
<PAGE>

dividend if the Bank is  undercapitalized  or the dividend would render the Bank
undercapitalized.  The OTS may also  disapprove  any dividend  for,  among other
reasons, safety and soundness concerns. Also, the Bank may not pay a dividend if
the payment  would cause its net worth to be reduced  below the amount  required
for the  liquidation  account  established  at the time of the conversion of the
Bank from mutual to stock form.

We are exploring  whether to purchase  land and construct a branch.  Although no
definite  plans  have  been  made,  if a new  branch  is  built,  the  land  and
construction cost would total approximately  $600,000. We have sufficient liquid
assets to pay for these costs.

Pursuant to FASB No. 130 the Company is required to record  changes in the value
of its  investment  portfolio  as regards  unrealized  gains or losses  that may
result from  movements in interest  rates.  For the quarter and six months ended
March 31, 2000, the savings bank showed  unrealized  losses,  net of tax effect,
totaling $8,300 and $46,000,  respectively due to increases in interest rates as
the  National  Money  Market  reacted  to  actions by the  Federal  Open  Market
Committee. Management does not anticipate the realization of the above loss. The
unrealized  loss does  however  negatively  impact the  Company's  capital.  The
unrealized losses,  net of applicable taxes,  combined with net operating income
of  $116,745,  a reduction  in the  receivable  from the Bank's  Employee  Stock
Ownership Plan of $52,900 and the acquisition of 26,698 shares of treasury stock
at a cost  of  $280,000  yields  a net  decrease  in the  Company's  capital  of
$157,000. However, because of the treasury stock acquisition reducing the number
of shares of common stock  outstanding  the book value per share of common stock
increased  from $14.37 on September 30, 1999 to $14.82 as of March 31, 2000. The
Bank's capital continues to exceed  regulatory  requirements and continues to be
adequate to support future asset growth.

                                      -14-
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings
         -----------------

                  Not applicable.

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

                  Not applicable.

Item 3.  Defaults Upon Senior Securities
         -------------------------------

                  Not applicable.

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

                  Our annual meeting of the stockholders was held on January 18,
                  2000. At the meeting,  two directors were elected for terms to
                  expire in 2003 and the selection of  independent  auditors was
                  approved. We have a total of six directors.

                  The results of voting are shown for each matter considered.

Director Election:

Nominee                      Votes For      Votes Withheld     Broker Non-Votes

2003 Term Expiration:
Claude R. Butler                405,088            550                   0
Walter B. Holwell               405,778            300                   0

Auditor Ratification:
Votes For                       415,890
Votes Against                         0
Abstentions                         113
Broker Non-Votes                      0

Item 5.  Other Information
         -----------------

                  Not applicable.

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

                  (a)      None.

                  (b)      None.


                                      -15-
<PAGE>



                                   SIGNATURES


     In accordance with the requirements of the Securities Exchange Act of 1934,
as amended,  the registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                       QUITMAN BANCORP, INC.



Date: May     , 2000                   By: /s/Melvin E. Plair
          ---                              -------------------------------------
                                           Melvin E. Plair
                                           President and Chief Executive Officer
                                           (Principal Executive and Financial
                                             Officer)
                                           (Duly Authorized Officer)



Date: May     , 2000                   By: /s/Peggy L. Forgione
           ---                             -------------------------------------
                                           Peggy L. Forgione
                                           Vice President and Controller
                                           (Chief Accounting Officer)