U.S. Securities and Exchange Commission
                     Washington, D.C. 20549

                           FORM 10-KSB

         ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

              For the Year ended December 31, 2000
                                 -----------------

                Commission file number 000-25808
                                      ----------

                  GREAT AMERICAN BANCORP, INC.
                  ---------------------------------------
         (Name of small business issuer in its charter)

          Delaware                              52-1923366
-------------------------------            -------------------
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)            Identification No.)

1311 S. Neil St., P.O. Box 1010, Champaign, Illinois   61824-1010
----------------------------------------------------   ----------
(Address of principal executive offices)               (Zip Code)

Issuer's telephone number, including area code (217) 356-2265
                                                    -------------

           Securities registered under Section 12(b)
                  of the Exchange Act:   None
                                       -------
           Securities registered under Section 12(g)
                      of the Exchange Act:

            Common Stock: par value $0.01 per share
            ---------------------------------------
                        (Title of class)

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 [ ]


Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation SB contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.   [ ]

   State issuer's revenues for its most recent fiscal year.

                           $13,001,000
                           -----------

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, i.e., persons other than directors and executive officers of the
Registrant, at December 31, 2000 was $11,013,000.  For purposes of this
determination only, directors and executive officers of the Registrant have
been presumed to be affiliates.  The market value is based upon $13.50 per
share, the last sales price as quoted on The Nasdaq Stock Market for December
31, 2000.

The Registrant had 989,100 shares of Common Stock outstanding, for ownership
purposes, at February 28, 2001 which excludes 1,063,650 shares held as treasury
stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Stockholders for the year ended December 31,
2000 are incorporated by reference into Part II of this Form 10-KSB.  Portions
of the Proxy Statement for the 2001 Annual Meeting of Stockholders are
incorporated by reference into Part III of this Form 10-KSB.

Transitional Small Business Disclosure Format: Yes [ ] No [X]



                                   INDEX


PART I
                                                                    PAGE

Item 1.  Description of Business . . . . . . . . . . . . . . . . . .   4

Item 2.  Description of Property . . . . . . . . . . . . . . . . . .  46

Item 3.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . .  48

Item 4.  Submission of Matters to a
          Vote of Security Holders . . . . . . . . . . . . . . . . .  48

PART II

Item 5.  Market for Common Equity and
          Related Stockholder Matters. . . . . . . . . . . . . . . .  48

Item 6.  Management's Discussion
          and Analysis or Plan of Operation. . . . . . . . . . . . .  48

Item 7.  Financial Statements. . . . . . . . . . . . . . . . . . . .  48

Item 8.  Changes In and Disagreements With Accountants
          on Accounting and Financial Disclosure . . . . . . . . . .  48

PART III

Item 9.  Directors, Executive Officers, Promoters and
          Control Persons; Compliance with Section
          16(a) of the Exchange Act. . . . . . . . . . . . . . . . .  48

Item 10. Executive Compensation. . . . . . . . . . . . . . . . . . .  49

Item 11. Security Ownership of Certain Beneficial
          Owners and Management. . . . . . . . . . . . . . . . . . .  49

Item 12. Certain Relationships and Related Transactions. . . . . . .  49

Item 13. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . .  49

SIGNATURES



                             PART I

Item 1.        Description of Business.

   In addition to historical information, this Annual Report may include
certain forward looking statements based on current management expectations.
The Company's actual results could differ materially from those management
expectations.  Factors that could cause future results to vary from current
management expectations include, but are not limited to, general economic
conditions, legislative and regulatory changes, monetary and fiscal policies
of the federal government, changes in tax policies, rates and regulations of
federal, state and local tax authorities, changes in interest rates, deposit
flows, the cost of funds, demand for loan products, demand for financial
services, competition, changes in the quality or competition, changes in the
quality or composition of the Bank's loan and investment portfolios, changes
in accounting principles, policies or guidelines, and other economic,
competitive, governmental and technological factors affecting the Company's
operations, markets, products, services and prices.

General

   Great American Bancorp, Inc. (the "Company") was incorporated on February
23, 1995 and on June 30, 1995 acquired all of the outstanding shares of common
stock of First Federal Savings Bank of Champaign-Urbana, Illinois, (the "Bank")
upon the Bank's conversion from a federally chartered mutual savings bank to a
federally chartered stock savings bank (the "Conversion").  The Company
purchased 100% of the outstanding capital stock of the Bank using 50% of the net
proceeds from the Company's initial stock offering which was completed on June
30, 1995.  The Company sold 2,052,750 shares of common stock in the initial
offering at $10 per share.  The Company began trading on The Nasdaq Stock Market
on June 30, 1995 under the symbol "GTPS".

   The Company's assets at December 31, 2000 consist primarily of the investment
in the Bank of $10.3 million, multifamily real estate loans of $5.5 million,
commercial real estate loans totaling $2.4 million, one-to four-family mortgage
loans of $235,000 and commercial loans totaling $224,000.  All loans were
originated at the Bank and sold to the Company. The Company does not transact
any other material business except through its subsidiary, the Bank.

Business of the Bank

   The Bank was originally chartered in 1908 and became a federally chartered
mutual savings institution in 1938.  Prior to changing its name to First
Federal Savings Bank of Champaign-Urbana in January, 1995, the Bank operated
as First Federal Savings and Loan Association of Champaign.  The Bank's
primary market area consists of Champaign County, Illinois, which includes the
cities of Champaign and Urbana.  The economy in the Bank's primary market area
is predominantly related to the University of Illinois, medical and health
care related businesses, a major food processing operation and agriculture.
The Bank maintains three offices, two in Champaign and one in Urbana, and
provides a full range of retail banking services at each office, with emphasis
on one-to four-family residential mortgage loans and consumer and commercial
loans.  At December 31, 2000, the Bank had total assets, liabilities and
stockholders' equity of $152.0 million, $141.7 million, and $10.3 million,
respectively.

   The Bank's principal business consists of the acceptance of retail
deposits from the residents and small businesses surrounding its branch
offices and the investment of those deposits, together with funds generated
from operations, primarily in one-to four-family residential mortgage loans.
The Bank also invests in multifamily mortgage loans, commercial real estate
loans, construction loans, land development loans and commercial and consumer
loans.  The Bank, from time to time, originates loans for sale during certain
designated periods and, to a lesser extent, may sell loans from its portfolio.
The Bank retains virtually all the servicing rights of loans sold.  At
December 31, 2000, the Bank's gross loan portfolio totaled $125.2 million or
82.4% of total assets.  In addition to its lending activities, the Bank also
invests in U.S. Treasury and Agency securities, local municipal securities, and
mortgage-backed securities.  At December 31, 2000, the Bank's securities
portfolio totaled $6.2 million.  Securities totaling $3.0 million were
designated as available for sale and the remaining $3.2 million was classified
as held to maturity.  The Bank also had $500,000 invested in an overnight money
market fund and $4.0 million invested in interest-bearing demand deposits at
December 31, 2000.

   The Bank's revenues are derived principally from interest on its mortgage,
consumer and commercial loans, and, to a lesser extent, interest and dividends
on its securities.  The Bank's primary sources of funds are deposits,
principal and interest payments and principal prepayments on loans, and
proceeds from Federal Home Loan Bank ("FHLB") advances.

Lending Activities

   General.  Historically, the principal lending activity of the Bank has
been the origination of long-term fixed-rate mortgage loans for the purpose of
constructing, financing or refinancing one-to four-family residential
properties.  In recent years, the Bank has also emphasized the origination of
adjustable-rate and short-term fixed-rate mortgage loans, and has
also increased the origination of consumer loans, commercial and commercial
real estate loans.

Loan Portfolio Composition.  The following table sets forth the
composition of the consolidated loan portfolio in dollar amounts and in
percentages of the respective portfolios at the dates indicated:



<TABLE>
<CAPTION>
                                                  Amount of Loans Outstanding at
                                      ------------------------------------------------------
                                      December   December   December    December   December
                                      31, 2000   31, 1999   31, 1998    31,1997    30, 1996
                                      --------  ---------  ---------   ---------   ---------
                                                        (in thousands)
<S>                                  <C>         <C>        <C>        <C>         <C>
Real estate:
 One-to four-family residential      $  77,001   $ 70,291   $ 66,694   $ 57,613    $ 51,620
 Multifamily residential                19,750     18,492     16,956     18,174       9,446
 Commercial                             17,290     18,213     14,500     10,296       9,363
 Construction                            1,221      1,919      3,657      1,615       2,035
 Land                                      190        205        185        559         495
Commercial business                      6,569      7,747      9,435     11,967       8,191
Consumer                                11,599     11,564     11,245     12,088      10,667
                                       -------    -------    -------    -------      ------
   Total loans, gross                  133,620    128,431    122,672    112,312      91,817
 Allowance for loan losses                (889)      (703)      (925)      (497)       (374)
                                       -------    -------    -------    -------      ------
   Total loans, net                  $ 132,731  $ 127,728   $121,747   $111,815    $ 91,443
                                       =======    =======    =======    =======      ======

<CAPTION>
                                                 Percentage of Loans Outstanding at
                                     -------------------------------------------------------
                                      December   December   December   December    December
                                      31, 2000   31, 1999   31, 1998   31, 1997    30, 1996
                                      --------  ---------  ---------  ---------   ---------
<S>                                    <C>        <C>        <C>        <C>         <C>
Real estate:
 One-to four-family                      57.63%     54.74%     54.37%     51.30%      56.22%
 Multifamily residential                 14.78      14.40      13.82      16.18       10.29
 Commercial                              12.94      14.18      11.82       9.17       10.20
 Construction                              .91       1.49       2.98       1.44        2.22
 Land                                      .14        .16        .15        .50         .54
Commercial business                       4.92       6.03       7.69      10.66        8.92
Consumer                                  8.68       9.00       9.17      10.75       11.61
                                       -------     -------    -------    -------     -------
 Total loans                            100.00%    100.00%    100.00%    100.00%     100.00%
                                       =======     =======    =======    =======     =======
</TABLE>






   There were no loans held for sale at December 31, 2000.  At that same
date, 40.0% of total mortgage loans had adjustable interest rates, excluding
consumer loans secured by second mortgages on real property.

   The types of loans that the Company and Bank may originate are subject to
federal and state law and regulations.  Interest rates charged on loans are
affected by the demand for such loans and the supply of money available for
lending purposes and the rates offered by competitors.  These factors are, in
turn, affected by, among other things, economic conditions, monetary policies
of the federal government, including the Federal Reserve Board and legislative
tax policies.

Loan Maturity

   The following table shows the maturity of consolidated loans at December
31, 2000, and includes principal repayments.  Principal repayments totaled
$39.2 million, $34.6 million and $49.1 million for the years ended December 31,
2000, 1999 and 1998.  At December 31, 2000, all loans were classified as held
for investment.  While future loan prepayment activity cannot be projected,
management anticipates that in periods of stable interest rates, prepayment
activity would be lower than prepayment activity experienced in periods of
declining interest rates.  In general, the Bank originates adjustable and fixed-
rate one-to four-family loans with maturities from 15 to 30 years, multifamily
loans with maturities from 10 to 20 years, adjustable-rate commercial real
estate loans with maturities of 15 to 25 years, commercial loans with
maturities of from 1 to 5 years, and consumer loans with maturities of 1 to 5
years.


<TABLE>
<CAPTION>
                                                                    At December 31, 2000
                                                                       (in thousands)
                                    ------------------------------------------------------------------------------------------
                                     One- to    Multi        Real                                                  Total
                                       Four-    Family      Estate                                                 Loans
                                      Family  Residential  Commercial Construction   Land  Commercial  Consumer  Receivable
                                    ------------------------------------------------------------------------------------------
     <S>                           <C>          <C>          <C>         <C>          <C>    <C>        <C>       <C>
     Amounts due:
      One year or less             $  2,983   $    394     $  1,789     $ 1,221     $  25   $ 3,307   $  4,305  $  14,024

     After one year:
       More than one year to
        three years                   6,153        967        2,091          --        39     1,915      3,483     14,648
      More than three years
        to five years                 6,478      1,689        4,450          --        16       565      3,191     16,389
      More than five years
        to 10 years                  15,511     11,781        3,721          --        41       414        539     32,007
      More than 10 years
        to 20 years                  25,465      4,782        5,040          --        69       368         45     35,769
      More than 20 years             20,411        137          199          --        --        --         36     20,783

                                     -----------------------------------------------------------------------------------------
         Total due after
          December 31, 2001          74,018     19,356       15,501          --       165     3,262      7,294    119,596
                                     -----------------------------------------------------------------------------------------
         Total loans, gross          77,001     19,750       17,290       1,221       190     6,569     11,599    133,620

      Allowance for loan losses        (166)      (155)        (164)        (13)       --       (77)      (314)      (889)
                                     -----------------------------------------------------------------------------------------
         Total loans, net          $ 76,835   $ 19,595     $ 17,126     $ 1,208     $ 190   $ 6,492   $ 11,285  $ 132,731
                                     =========================================================================================

</TABLE>



  The following table sets forth, at December 31, 2000, the dollar amount of
gross loans receivable, contractually due after December 31, 2001, and whether
such loans have fixed interest rates or adjustable interest rates.



                                            Due After December 31, 2001
                                      --------------------------------------
                                        Fixed       Adjustable        Total
                                      --------------------------------------
                                                  (in thousands)

Real estate:
 One-to four-family residential       $ 54,593       $ 19,425      $ 74,018
 Multifamily residential                 6,559         12,797        19,356
 Commercial real estate                  3,765         11,736        15,501
 Construction                               --             --            --
 Land                                       23            142           165
Commercial business                      1,837          1,425         3,262
Consumer                                 7,294             --         7,294
                                        ------------------------------------
      Total loans                     $ 74,071       $ 45,525      $119,596
                                        ====================================

   Origination, Purchase, Sale and Servicing of Loans.   The Bank's lending
activities are conducted primarily through its home office and two branch
offices.  The Bank, from time to time, also sells mortgage loans that it
originates during certain designated periods and sells loans from its
portfolio and purchases participations in mortgage loans originated by other
institutions.  The Bank has sold one-to four-family mortgage loans during
periods in which management believes market interest rates are not conducive
to the Bank holding such loans in its portfolio.  Additionally, the Bank may
sell loans from its portfolio to, among other things, fund its commitments for
loan sales when circumstances result in the Bank's inability to close loans
which have been committed for sale.  Historically, the substantial majority of
loans sold by the Company have been sold to the Federal Home Loan Mortgage
Corporation ("FHLMC").  The determination to purchase participations in
specific loans or pools of loans is based upon criteria substantially similar
to the Bank's underwriting policies which consider the financial condition of
the borrower, the location of the underlying property and the appraised value
of the property, among other factors.

   The Bank recognizes, at the time of sale, the cash gain or loss on the sale
of the loans based on the difference between the net cash proceeds received
and the carrying value of the loans sold.  Mortgage servicing rights on loans
sold are capitalized by allocating the total cost of the mortgage loans
between the mortgage servicing rights and the loans based on their relative
fair values.  Capitalized servicing rights are amortized in proportion to and
over the period of estimated servicing revenues.

   The following table sets forth consolidated loan originations, purchases,
sales and principal repayments information for the periods indicated.



                                      Year Ended December 31,
                          ------------------------------------------------
                                 2000           1999            1998
                          ------------------------------------------------
                                           (in thousands)

Gross Loans (1)
Beginning balance           $ 128,431       $ 122,672       $ 112,312
 Loans originated:
  One-to four-family           15,814          12,000          16,138
  Multifamily residential       3,699           3,315           3,957
  Commercial real estate        3,755           4,230           3,863
  Construction                  1,150           1,387           6,466
  Land                             --             154              --
  Commercial business          10,615           9,809          19,369
  Consumer                      9,403           9,448           9,704
                            ----------------------------------------------
   Total loans originated      44,436          40,343          59,497
                            ----------------------------------------------
   Total                      172,867         163,015         171,809

Less:
  Transfer to real
     estate owned                  --              --              --
  Principal repayments        (39,247)        (34,584)        (49,093)
  Sales of loans                   --              --             (44)
                              --------------------------------------------
Total loans, gross          $ 133,620       $ 128,431       $ 122,672
                            ==============================================

    (1)   Gross loans include loans receivable, net of loan origination fees,
          deferred loan fees, and unamortized premiums and discounts.

   One-to Four-Family Mortgage Lending.  The Bank offers both fixed rate
and adjustable rate mortgage loans secured by one-to four-family residences,
primarily owner-occupied, located in the Bank's primary market area, with
maturities up to thirty years.  Substantially all of such loans are secured
by property located in Champaign County, Illinois.  Loan originations are
generally obtained from existing or past customers and members of the local
community.

   At December 31, 2000, total consolidated gross loans outstanding were
$133.6 million, of which $77.0 million or 57.6% were one-to four-family
residential mortgage loans.  Of the one-to four-family residential mortgage
loans outstanding at that date, 74.3% were fixed-rate loans, and 25.7% were
adjustable-rate mortgage loans.  The interest rate for the majority of the
Bank's adjustable-rate mortgage loans adjusts periodically based upon a
spread above the one year U.S. Treasury index. The Bank currently offers a
number of adjustable-rate mortgage loan programs with interest rates which
adjust annually, either from the outset of the loan or after a 3, 5 or 7-year
initial period in which the loan has a fixed rate. Such interest rate
adjustments are limited to a 2% annual adjustment cap and a 6% life-of-the-loan
cap.


   The origination of adjustable-rate residential mortgage loans, as opposed
to fixed-rate residential mortgage loans, helps reduce the Bank's exposure to
increases in interest rates.  However, adjustable-rate loans generally pose
credit risks not inherent in fixed-rate loans, primarily because as interest
rates rise, the underlying payments of the borrower rise, thereby increasing
the potential for default.  At the same time, the marketability of the
underlying property may be adversely affected.  Periodic and lifetime caps on
adjustable-rate mortgage loans help to reduce these risks but also limit the
interest rate sensitivity of such loans.

   The Bank's policy is to originate one-to four-family residential mortgage
loans in amounts up to 80% of the lower of the appraised value or the selling
price of the property securing the loan and up to 95% of the appraised value
or selling price if private mortgage insurance is obtained. Mortgage loans
originated by the Bank generally include due-on-sale clauses which provide the
Bank with the contractual right to deem the loan immediately due and payable
in the event the borrower transfers ownership of the property without the
Bank's consent.  Due-on-sale clauses are an important means of adjusting the
rates on the Bank's fixed-rate mortgage loan portfolio and the Bank has
generally exercised its rights under these clauses.

   Multifamily Lending.  The Company and the Bank originate fixed and
adjustable-rate multifamily residential mortgage loans generally secured by
multiple unit apartment and university housing buildings located in the
Company's and Bank's primary market area.  At December 31, 2000, the
consolidated multifamily loan portfolio was $19.8 million, or 14.8% of total
gross loans.  In reaching its decision on whether to make a multifamily loan,
management considers the qualifications of the borrower as well as the
underlying property.  The factors considered include: the net operating
income of the mortgaged premises before debt service and depreciation; the
debt service ratio (the ratio of net earnings to debt service); and the ratio
of loan amount to appraised value.  Pursuant to the Company's and the Bank's
underwriting policies, an adjustable-rate multifamily mortgage loan may only
be made in an amount up to 80% of the appraised value of the underlying
property.  In addition, the Company and the Bank generally require a debt
service ratio of at least 1.2% and the personal guarantee of the borrower.
Properties securing a loan are appraised by an independent appraiser and
title insurance is required on all loans.

   When evaluating the qualifications of the borrower for a multifamily
loan, management considers the financial resources and income level of the
borrower, the borrower's experience in owning or managing similar property
and the previous lending experience with the borrower.  The Company and the
Bank's underwriting policies require that the borrower be able to demonstrate
strong management skills and the ability to maintain the property from
current rental income.  The borrower should also present evidence of the
ability to repay the mortgage and a history of making mortgage payments on a
timely basis. In making its assessment of the creditworthiness of the
borrower, management generally reviews the financial statements, employment
and credit history of the borrower, as well as other related documentation.
The largest multifamily loan at December 31, 2000 is a ten year fixed rate
loan with an outstanding balance of $5.6 million which is secured by an
apartment complex.

   Loans secured by apartment buildings and other multifamily residential
properties generally involve larger principal amounts and a greater degree of
risk than one-to four-family residential mortgage loans.  Because payments
on loans secured by multifamily properties are often dependent on successful
operation or management of the properties, repayment of such loans may be
subject to a greater extent to adverse conditions in the real estate market
or the economy.  The Company and the Bank seek to minimize these risks
through their underwriting policies, which require such loans to be qualified
at origination on the basis of the property's income and debt coverage ratio.
As part of its operating strategy, the Bank intends to increase its
multifamily lending in its primary market area.

   Commercial Real Estate Lending.  The Bank originates commercial real
estate loans that are generally secured by properties used for business
purposes such as small office buildings or a combination of residential and
retail facilities located in the Bank's primary market area.  The Bank's
underwriting procedures provide that commercial real estate loans may
generally be made in amounts up to 80% of the appraised value of the
property, subject to the Bank's current loans-to-one-borrower limit.

   These loans may be made with terms up to 30 years, fully amortized, and
are generally offered at interest rates which adjust in accordance with the
prime rate as reported in the Wall Street Journal.  The Bank's underwriting
standards and procedures are similar to those applicable to its multifamily
loans, whereby the Bank considers the net operating income of the property
and the borrower's expertise, credit history and profitability.  The Bank has
generally required that the properties securing commercial real estate loans
have debt service coverage ratios of at least 1.2% to 1.5%. The largest
commercial real estate loan in the Bank's portfolio at December 31, 2000, was
a $1.6 million, five year adjustable rate, loan which was originated in
February, 1998 and is secured by a multi tenant warehouse facility.  At
December 31, 2000, the consolidated commercial real estate loan portfolio
totaled approximately $17.3 million or 12.9% of total consolidated gross
loans.  As part of its operating strategy, the Bank intends to increase its
commercial real estate lending in its primary market area.

   Loans secured by commercial real estate properties, like multifamily
loans, usually involve larger principal amounts and, generally, the interest
rate on these loans is initially fixed for between one and five years and
adjusts between one and five years thereafter.  The Bank currently has no
mortgage loans that are subject to negative amortization.

   Because payments on loans secured by commercial real estate properties
are often dependent on successful operation or management of the properties,
repayment of such loans may be subject to adverse conditions in the real
estate market or the economy.  The Bank seeks to minimize these risks through
its underwriting standards, which require such loans to be qualified on the
basis of the property's income and debt service ratio.

   Construction and Land Development Lending.  The Bank originates loans for
the acquisition and development of property to contractors and individuals in
its primary market area.  The Bank has made construction loans primarily to
finance the construction of one-to four-family, owner-occupied residential
properties and multifamily properties. These loans generally have maturities
of one year or less. Loans for the construction of one-to four-family
residences may be made in amounts up to 80% of the appraised value of the
property or up to 95% of the appraised value of the property with private
mortgage insurance.  Loans for the construction of commercial and multifamily
properties may be made in amounts up to 80% of the appraised value of the
property, subject to the Bank's current limitation on loans-to-one-borrower.
   The Bank generally requires personal guarantees and may require an
irrevocable takeout commitment from a generally recognized lender for an
amount equal to or greater than the amount of the loan.  Loan proceeds are
disbursed in increments as construction progresses and as inspections
warrant.  Land development loans are determined on an individual basis, but
generally they do not exceed 70% of the actual cost or current appraised
value of the property, whichever is less.  The largest construction loan in
the Bank's portfolio at December 31, 2000 was a $303,000 loan originated in
October 2000. The interest rate on the loan is fixed and the loan matures in
February 2001.  The loan is secured by a single family residence.  At December
31, 2000, the consolidated total of construction and land development loans was
$1.2 million, which amounted to 0.9% of the consolidated total loan portfolio.

   Construction and land development financing is generally considered to
involve a higher degree of credit risk than long-term financing on improved,
owner-occupied real estate. Risk of loss on a construction loan is dependent
largely upon the accuracy of the initial estimate of the property's value at
completion of construction or development compared to the estimated cost
(including interest) of construction.  If the estimate of value proves to be
inaccurate, the Bank may be confronted with a project, when completed, having
a value which is insufficient to assure full repayment.

   Commercial Lending.  The Company and Bank also offer secured and unsecured
commercial business loans.  At December 31, 2000, consolidated commercial
business loans totaled $6.6 million, or 4.9% of the total loan portfolio.
Commercial business loans consist of credit lines to support fluctuations in
accounts receivable and inventory, conventional term loans, including both
"owner-occupied" and "investment" real estate loans, working capital loans,
business acquisition loans and small business loans.  The Bank's policy is to
generally make fixed-rate and variable rate commercial loans with terms of
from 1 to 5 years.  In making commercial loans, management considers primarily
the value of the collateral if the loan is secured, the financial history and
resources of the borrower, the borrower's ability to repay the loan out of net
operating income and the lending history with the borrower.  The Company's and
Bank's policies have been generally to require the personal guarantee of all
principal shareholders or partners for loans to corporations or partnerships,
and an annual personal financial statement from all guarantors.  The largest
commercial loan or commercial credit relationship consisted of a fixed rate
commercial loan which totaled $577,000 at December 31, 2000, and was secured by
farmland.

   As part of its overall strategy, management intends to increase the level
of commercial lending in the primary market area.  Unsecured commercial
business lending is generally considered to involve a higher degree of risk
than secured commercial and real estate lending.  Risk of loss on an unsecured
commercial business loan is dependent largely on the borrower's ability to
remain financially able to repay the loan out of ongoing operations.  If
management's estimate of the borrower's financial ability is inaccurate, the
Company or Bank may be confronted with a loss of principal on the loan.

   Consumer Lending.  The Bank has developed a consumer loan program to offer
loans on a short term basis, generally up to five years, thereby reducing its
interest rate risk exposure.  The Bank's portfolio of consumer loans includes
a combination of automobile, marine, home improvement, recreation, home
equity loans, credit cards loans and overdraft protection loans.  As of
December 31, 2000, the Bank's consumer loans amounted to $11.6 million or 8.7%
of the total loan portfolio.  Consumer loans are generally originated in the
Bank's primary market area and generally have maturities of one to five years.
Consumer loans may be collateralized by personal property or secondary
encumbrances on real estate.  Unsecured consumer loans are generally made with
a maximum maturity of 48 months.

   Consumer loans are shorter in term and generally contain higher interest
rates than residential loans.  Management believes the consumer loan market
has been helpful in improving its spread between average loan yield and costs
of funds and at the same time improving the matching of its rate sensitive
assets and liabilities.

   The underwriting standards employed by the Bank for consumer loans include
a determination of the applicant's credit history and an assessment of the
applicant's ability to meet existing obligations and payments on the proposed
loan.  The stability of the applicant's monthly income may be determined by
verification of gross monthly income from primary employment, and additionally
from any verifiable secondary income.  Creditworthiness of the applicant is of
primary consideration; however, the underwriting process also includes a
comparison of the value of the collateral in relation to the proposed loan
amount.

   Consumer loans entail greater risks than one-to four-family residential
mortgage loans, particularly consumer loans that are secured by rapidly
depreciable assets such as automobiles or that are unsecured.  In such cases,
repossessed collateral for a defaulted loan may not provide an adequate
source of repayment of the outstanding loan balance, since there is a greater
likelihood of damage, loss or depreciation of the underlying collateral.
Further, consumer loan collections are dependent on the borrower's continuing
financial stability, and therefore are more likely to be adversely affected
by job loss, divorce, illness or personal bankruptcy.  Finally, the
application of various federal and state laws, including federal bankruptcy
and insolvency laws, may limit the amount which can be recovered on such
loans in the event of a default.  At December 31, 2000, the Bank had no
consumer loans 90 days or more delinquent.  As part of its operating strategy,
the Bank intends to increase the level of its consumer lending in its primary
market area.

   Loan Approval Procedures and Authority.  The respective Boards of
Directors authorize the lending activities of the Company and the Bank and
establish the lending policies.  The Board of Directors of the Bank has
authorized the following persons to approve loans up to the amounts
indicated:  Loans in the amount of $150,000 for secured loans and $75,000 for
unsecured loans may be approved by the President or Senior Vice President of
Lending.  One-to four-family residential mortgage loans in an amount not
exceeding the maximum amount saleable to the secondary market (such amount
currently is $275,000) may be approved by specified officers within the
lending department.  All other loan commitments or renewals in excess of the
maximum amount saleable to the secondary market must be referred to and
approved by the Bank's Loan Committee, which is made up of three directors, the
President and the Senior Vice President of Lending.

   For all loans originated, upon receipt of a completed loan application from
a prospective borrower, a credit report is ordered and certain other
information is verified by an independent credit agency.  If necessary,
additional financial information may be required.  An appraisal of real estate
intended to secure a proposed loan generally is required to be performed by an
appraiser designated and approved by the Company or Bank.  For proposed
mortgage loans, each Board annually approves independent appraisers to be used
and approves the appraisal policy. The Company's and the Bank's policies are
to obtain title and hazard insurance on all mortgage loans.  If private
mortgage insurance is required, the borrower will be required to make payments
to a mortgage impound account from which the Company or Bank makes
disbursements for property taxes and mortgage insurance.

   Loan Servicing.  The Bank also services mortgage loans for others.  Loan
servicing includes collecting and remitting loan payments, accounting for
principal and interest, making inspections as required of mortgaged premises,
contacting delinquent mortgagors, supervising foreclosures and property
dispositions in the event of unremedied defaults, making certain insurance
and tax payments on behalf of the borrowers and generally administering the
loans.  At December 31, 2000 the Bank was servicing $5.2 million of loans
for others.

   Delinquencies and Classified Assets.  Management and the Board of
Directors perform a monthly review of all delinquent loans.  The procedures
taken by management with respect to delinquencies vary depending on the
nature of the loan and period of delinquency.  The Company and the Bank
generally require that delinquent mortgage loans be reviewed and that a
written late charge notice be mailed no later than the 15th day of
delinquency.  The Company's and Bank's policies provide that telephone
contact will be attempted to ascertain the reasons for delinquency and the
prospects of repayment.  When contact is made with the borrower at any time
prior to foreclosure, management will attempt to obtain full payment or work
out a repayment schedule with the borrower to avoid foreclosure.  It is the
general policy to continue to accrue interest on all loans which are past due
unless ultimate collection of principal and interest is in doubt. Property
acquired as a result of foreclosure on a mortgage loan is classified as "real
estate owned", and is recorded at the lower of the unpaid principal balance
or fair value less costs to sell at the date of acquisition and thereafter.
Upon foreclosure, it is the Company's and Bank's policy generally to require
an appraisal of the property and, thereafter, appraisal of the property on an
annual basis and external inspections on at least a quarterly basis.

   Federal regulations and the Bank's Classification of Assets Policy require
that the Bank utilize an internal asset classification system as a means of
reporting non performing and potential problem assets.  The Bank has
incorporated the asset classifications used by the Office of Thrift
Supervision ("OTS"), the Bank's primary regulator, as part of its credit
monitoring system.  The Bank currently classifies non performing and potential
problem assets as "Substandard," "Doubtful" or "Loss" assets.  An asset is
considered Substandard if it is inadequately protected by the current net
worth and paying capacity of the obligor or of the collateral pledged, if any.
Substandard assets include those characterized by the distinct possibility
that the insured institution will sustain "some loss" if the deficiencies are
not corrected. Assets classified as Doubtful have all of the weaknesses
inherent in those classified Substandard with the added characteristic that
the weaknesses present make collection or liquidation in full, on the basis of
currently existing facts, conditions and values, highly questionable and
improbable.  Assets classified as Loss are those considered uncollectible and
of such little value that their continuance as assets without the
establishment of a specific loss reserve is not warranted.  Assets which do
not currently expose the insured institution to sufficient risk to warrant
classification in one of the aforementioned categories but possess weaknesses
are required to be designated "Watch."

   When an insured institution classifies one or more assets, or portions
thereof, as Substandard or Doubtful, it is required to establish a general
valuation allowance for loan losses in an amount deemed prudent by management.
General valuation allowances, which is a regulatory term, represent loss
allowances which have been established to recognize the inherent risk
associated with lending activities, but which, unlike specific allowances,
have not been allocated to particular problem assets.  When an insured
institution classifies one or more assets, or portions thereof, as Loss, it is
required either to establish a specific allowance for losses equal to 100% of
the amount of the asset so classified or to charge off such amount.

   A savings institution's determination as to the classification of its
assets and the amount of its valuation allowances is subject to review by the
OTS, which can order the establishment of additional general or specific loss
allowances.  The OTS, in conjunction with the other federal banking agencies,
adopted an interagency policy statement on the allowance for loan and lease
losses.  The policy statement provides guidance for financial institutions on
both the responsibilities of management for the assessment and establishment
of adequate allowances and guidance for banking agency examiners to use in
determining the adequacy of general valuation guidelines.  Generally, the
policy statement recommends that institutions have effective systems and
controls to identify, monitor and address asset quality problems; that
management has analyzed all significant factors that affect the
collectibility of the portfolio in a reasonable manner; and that management
has established acceptable allowance evaluation processes that meet the
objectives set forth in the policy statement.  As a result of declines in
local and regional real estate market values and significant losses
experienced by many financial institutions, there has been a greater level of
scrutiny by regulatory authorities of the loan portfolios of financial
institutions undertaken as part of the examination of institutions by the OTS
and the Federal Deposit Insurance Corporation ("FDIC").  While the Bank
believes that it has established an adequate allowance for loan losses, there
can be no assurance that regulators, in reviewing the Bank's loan portfolio,
will not request the Bank to materially increase at that time its allowance
for loan losses, thereby negatively affecting the Bank's financial condition
and earnings at that time.  Although management believes that, based on
information currently available, adequate specific and general loan loss
allowances have been established, actual losses are dependent upon future
events and, as such, further additions to the level of specific and general
loan loss allowances may become necessary.

   The Bank's Loan Committee reviews and classifies the Bank's loans on a
monthly basis and reports the results of its reviews to the Board of
Directors.  The Bank classifies loans in accordance with the management
guidelines described above.  At December 31, 2000, the Bank had no other real
estate as a result of foreclosure, which is generally classified as
Substandard.  At December 31, 2000, the Bank had $84,000 in assets classified
as Watch, $360,000 classified as Substandard, $53,000 classified as Doubtful,
and zero classified as Loss.

   The following table sets forth delinquencies in the Bank's loan portfolio
as of the dates indicated



<TABLE>
<CAPTION>
                                              At December 31, 2000                        At December 31, 1999
                                   --------------------------------------------------------------------------------------
                                         60-89 Days          90 Days or More        60-89 Days        90 Days or More
                                   --------------------------------------------------------------------------------------
                                               Principal             Principal            Principal             Principal
                                     Number     Balance    Number     Balance   Number     Balance    Number     Balance
                                    of Loans   of Loans   of Loans   of Loans  of Loans   of Loans   of Loans   of Loans
                                   --------------------------------------------------------------------------------------
                                                                     (dollars in thousands)
 <S>                                    <C>     <C>          <C>       <C>         <C>       <C>         <C>      <C>
 One-to four-family residential          4      $ 273         3        $  48        3        $  41        4     $    92
 Multifamily residential                --         --        --           --       --           --       --          --
 Commercial real estate                 --         --        --           --       --           --       --          --
 Construction and land                  --         --        --           --       --           --       --          --
 Commercial business                    --         --         1          259       --           --        1         375
 Consumer                                1         10        --           --        1            1        1           1
                                   --------------------------------------------------------------------------------------
    Total                                5      $ 283         4      $   307        4        $  42        6     $   468
 Delinquent loans to total         ======================================================================================
    gross loans                                  0.21%                  0.23%                 0.03%                0.36%
                                   ======================================================================================
<CAPTION>
                                                                                      At December 31, 1998
                                                                       -------------------------------------------------
                                                                            60-89 Days                90 Days or More
                                                                       -------------------------------------------------
                                                                                   Principal                   Principal
                                                                         Number     Balance       Number        Balance
                                                                        of Loans   of Loans      of Loans      of Loans
                                                                       -------------------------------------------------
                                                                                     (dollars in thousands)
 <S>                                                                       <C>      <C>             <C>         <C>
 One-to four-family residential                                             7       $ 170            5       $     95
 Multifamily residential                                                   --          --           --             --
 Commercial real estate                                                    --          --           --             --
 Construction and land                                                      1         168           --             --
 Commercial business                                                        1          20            1          1,363
 Consumer                                                                   3           3            1             14
                                                                       -------------------------------------------------
    Total                                                                  12       $ 361            7       $  1,472
 Delinquent loans to total                                             =================================================
    gross loans                                                                      0.29%                       1.20%
                                                                       =================================================
</TABLE>


   The one commercial business loan totaling $259,000 which was 90 days
or more past due at December 31, 2000 became 90 days or more delinquent during
the fourth quarter of 1998.  At December 31, 1998, the balance of this loan was
$1.36 million.  In January 1999, the borrower involved in this nonperforming
loan filed Chapter 11, or business reorganization bankruptcy.  In the second
quarter of 1999, the reorganization plan changed to a liquidation of assets
arrangement.  The loan is secured by business assets and guaranteed by the
owner.  During 1999, the Company collected $185,000 in principal payments from
this borrower and charged off $800,000 of the loan.  During 2000, the Company
collected $26,000 in principal payments and charged off $90,000 during the
third quarter.  The remaining balance of the loan is $259,000, and is
classified as substandard at December 31, 2000.  The total $259,000 is
considered impaired as of December 31, 2000.  Repayment of the remaining
balance is expected from the sale of business assets of the borrower and
personal assets of the guarantor.  Company management continues to work closely
with attorneys to determine appropriate actions regarding this loan.

   One one-to four-family loan totaling $34,000 at December 31, 2000, was
delinquent greater than 90 days at both December 31, 2000 and December 31,
1999.  This borrower has been making their monthly or periodic required
payments; however, this borrower is habitually delinquent.

   Nonaccrual and Past Due Loans.  The following table sets forth information
regarding loans contractually past due 90 days or more.  At December 31, 2000,
there were no troubled-debt restructured loans within the meaning of Statement
of Financial Accounting Standards No. 15 and no foreclosed properties
classified as real estate owned.  The one commercial business loan totaling
$259,000 was on nonaccrual at December 31, 2000.  At December 31, 2000, there
were three accruing loans past due 90 days or more.  The Bank continues to
accrue interest on loans which are past due unless ultimate collection of all
principal and interest is in doubt.


<TABLE>
<CAPTION>
                                                   -----------------------------------------------------------------
                                                     Dec 31,       Dec 31,      Dec 31,       Dec 31,      Dec 31,
                                                       2000          1999         1996          1997         1996
                                                   -----------------------------------------------------------------
                                                                         (dollars in thousands)
 <S>                                                <C>           <C>           <C>           <C>           <C>
 Loans contractually past due 90 days or more       $   307       $   468      $ 1,472        $  392        $  177
                                                   =================================================================
 Allowance for loan losses as a percent
   of loans (1)                                        0.67%         0.55%        0.75%         0.44%         0.41%
 Allowance for loan losses as a percent of
   non-performing loans                              289.58%       150.21%       62.84%       126.79%       211.30%
 Non-performing loans as a percent of loans (1)        0.23%         0.36%        1.20%         0.35%         0.13%
 Non-performing assets as a percent of total
   assets                                              0.19%         0.30%        0.94%         0.28%         0.09%

</TABLE>

 ---------------------------
(1) Loans include gross loans less loans in process, undisbursed loan
    proceeds and deferred loan origination fees and discounts.




   Allowance for Loan Losses.  The allowance for loan losses is established
through a provision for loan losses based on management's evaluation of the
risks inherent in the loan portfolio and the general economy.  The allowance
for loan losses is maintained at an amount management considers adequate to
cover estimated losses in loans receivable which are deemed probable and can
be estimated based on information available to management at such time.
While management believes the allowance for loan losses is sufficient to
cover losses inherent in its loan portfolio at this time, no assurances can
be given that the level of the allowance for loan losses will be sufficient
to cover future loan losses incurred or that future adjustments to the
allowance for loan losses will not be necessary if economic and other
conditions differ substantially from the economic and other conditions used
by management to determine the current level of the allowance for loan
losses.  The allowance is based upon a number of factors, including asset
classifications, economic trends, industry experience and trends, industry
and geographic concentrations, estimated collateral values, management's
assessments of the credit risk inherent in the portfolio, historical loan
loss experience, and the Bank's underwriting policies.  As of December 31,
2000 and 1999, the allowance for loan losses was 0.67% and 0.55%,
respectively, of total loans.  Management will continue to monitor and modify
the allowance for loan losses as conditions dictate.  Various regulatory
agencies, as an integral part of their examination process, periodically
review the allowance for loan losses.  These agencies may require additional
valuation allowances, based on their judgments of the information available
at the time of the examination.

   It is the policy of the Bank to charge off consumer loans when it is
determined that they are no longer collectible.  The policy for loans secured
by real estate, which comprise the bulk of the loan portfolio, is to establish
loss reserves in accordance with the loan classification process, based on
generally accepted accounting practices.  It is the Company's and Bank's
policies to obtain an appraisal on all real estate acquired through
foreclosure at the time of foreclosure.

   The following table sets forth activity in the allowance for loan losses
for the periods set forth in the table.


<TABLE>
<CAPTION>
                                          ---------------------------------------------------------------
                                              Dec 31,      Dec 31,       Dec 31,    Dec 31,    Dec 31,
                                               2000         1999          1998       1997       1996
                                          ---------------------------------------------------------------
                                                                (Dollars in thousands)
 <S>                                          <C>          <C>           <C>        <C>         <C>
 Balance at beginning of year                 $ 703        $ 925         $ 497      $ 374       $ 231
 Provision for loan losses                      300          573           456        156         325
 Charge-offs:
   One-to four-family residential                --           --            --         --          --
   Multifamily residential                       --           --            --         --          --
   Commercial real estate                        --           --            --         --          --
   Construction and land                         --           --            --         --          --
   Commercial business                          116          800            --         20          35
   Consumer                                      15            1            36         18         151
                                           --------------------------------------------------------------
    Total charge-offs                           131          801            36         38         186
                                           --------------------------------------------------------------
 Recoveries:
   One-to four-family residential                --           --            --         --          --
   Multifamily residential                       --           --            --         --          --
   Commercial real estate                        --           --            --         --          --
   Construction and land                         --           --            --         --          --
   Commercial business                            2            5             6         --          --
   Consumer                                      15            1             2          5           4
                                           --------------------------------------------------------------
    Total recoveries                             17            6             8          5           4
                                           --------------------------------------------------------------
 Net charge-offs                                114          795            28         33         182
                                           --------------------------------------------------------------
 Balance at end of period                     $ 889        $ 703         $ 925      $ 497       $ 374
                                           ==============================================================
 Ratio of net charge-offs during the
   period to average loans outstanding
   during the period                           0.09%        0.63%         0.02%      0.03%       0.22%
                                           ==============================================================
</TABLE>



   The following table sets forth the Bank's allocation of the allowance for
loan losses by loan category and the percent of the allocated allowance to
the total allowance for each specific loan category.  The portion of the
allowance for loan losses allocated to each loan category does not represent
the total available for future losses which may occur within the loan
category since the total allowance for loan losses is a valuation reserve
applicable to the entire loan portfolio.


<TABLE>
<CAPTION>
                             -------------------------------------------------------------------------------------
                                       Amount of Allowance and Percentage of Allowance to Total Allowance
                             -------------------------------------------------------------------------------------
                               Dec 31, 2000     Dec 31, 1999     Dec 31, 1998     Dec 31, 1997     Dec 31, 1996
                              --------------   --------------   --------------   --------------    --------------
                              Amount Percent   Amount Percent   Amount Percent   Amount Percent    Amount Percent
                              ------ -------   ------ -------   ------ -------   ------ -------    ------ -------
                                                            (dollars in thousands)
 <S>                          <C>    <C>       <C>    <C>       <C>    <C>       <C>    <C>        <C>    <C>
 One-to four-
   family residential         $ 166   18.67%   $  74   10.53%   $  73    7.89%   $  64   12.88%    $  61   16.31%
 Multifamily residential        155   17.44       20    2.84       18    1.95       20    4.02        11    2.94
 Commercial real estate         164   18.45       19    2.70       16    1.73       11    2.21        11    2.94
 Construction and land           13    1.46        2    0.28        4    0.43        4    0.81         4    1.07
 Commercial business             77    8.66      321   45.67      571   61.73      194   39.03       141   37.70
 Consumer                       314   35.32      267   37.98      243   26.27      204   41.05       146   39.04
                             -----------------------------------------------------------------------------------
                              $ 889  100.00%   $ 703  100.00%   $ 925  100.00%   $ 497  100.00%    $ 374  100.00%
                             ====================================================================================

</TABLE>




Investment Activities

   Federally chartered savings institutions have the authority to invest in
various types of liquid assets, including U.S. Treasury and Agency
obligations, securities of various federal agencies, FHLB term deposits
certificates of deposit of insured banks and savings institutions, bankers'
acceptances, repurchase agreements and federal funds.  Subject to various
restrictions, federally chartered savings institutions may also invest their
assets in commercial paper, investment-grade corporate debt securities and
mutual funds whose assets conform to the investments that a federally
chartered savings institution is otherwise authorized to make directly.
Additionally, the Bank must maintain minimum levels of investments that
qualify as liquid assets under OTS regulations.  Historically, the Bank has
maintained liquid assets above the minimum OTS requirements and at a level
considered to be adequate to meet its normal daily activities.

   The investment policies of the Company and the Bank, as established by
the respective Boards of Directors, attempt to provide and maintain liquidity,
generate a favorable return on investments without incurring undue interest
rate and credit risk and complement lending activities.  The investment
policies generally limit investments to government and federal agency-backed
securities and other non-government guaranteed securities, including corporate
debt obligations, that are investment grade.  The investment policies provide
authority to invest in U.S. Treasury and U.S. Government guaranteed
securities, securities backed by federal agencies such as the Government
National Mortgage Association ("GNMA") and the Federal National
Mortgage Association ("FNMA"), FHLMC and the Federal Farm Credit Bureau,
mortgage-backed securities with maximum average maturities of 10 years which
are backed by federal agency securities, obligations of state and political
subdivisions with at least an "A" rating, term deposits purchased through the
FHLB and securities issued by mutual funds which invest in securities
consistent with the Company's or Bank's allocable investments.  The policies
generally limit investments in each category to the lesser of $5,000,000 or
50% of the Company's or Bank's equity.  The investment policies provide that
the President is authorized to execute all transactions within specified
limits which are reviewed by the Board of Directors on a monthly basis.  From
time to time the Board of Directors may authorize the President to exceed the
policy limitations.  The Bank's Asset/Liability Committee monitors compliance
with the Bank's investment policy and generally meets on a quarterly basis.

   At December 31, 2000, the Bank had $6.1 million in investment securities
consisting of $3.0 million invested in Federal agency securities, all
classified as available for sale, $1.8 million in GNMA mortgage-backed
securities and $900,000 in FNMA mortgage-backed securities and $425,000
invested in local municipal securities.  The mortgage-backed securities and
municipal securities are all classified as held to maturity.

   The following table sets forth certain information regarding the carrying
and market value of the Company's and the Bank's short-term investments and
securities at the dates indicated.


<TABLE>
<CAPTION>
                                  --------------------------------------------------------------------
                                       Dec 31, 2000           Dec 31, 1999          Dec 31, 1998
                                  --------------------------------------------------------------------
                                   Amortized     Fair     Amortized     Fair     Amortized    Fair
                                     Cost        Value       Cost       Value       Cost      Value
                                  --------------------------------------------------------------------
                                                             (in thousands)
 <S>                                <C>        <C>         <C>        <C>         <C>       <C>
 Federated Liquid Cash Fund         $   500    $   500     $ 1,466    $ 1,466     $ 9,941   $ 9,941
                                  ====================================================================

 Securities:
   Held to maturity:
    Mortgage-Backed securities      $ 2,728    $ 2,691     $ 2,937    $ 2,817     $ 1,000   $ 1,002
    Obligations of states and
     political subdivisions             425        425         526        521         977       986
                                  --------------------------------------------------------------------
      Total held to maturity          3,153      3,116       3,463      3,338       1,977     1,988
                                  --------------------------------------------------------------------
   Available for sale:
    U.S. Treasury and
     Agency obligations               3,000      3,009       3,000      2,977       1,000     1,001
                                  --------------------------------------------------------------------
       Total available for sale       3,000      3,009       3,000      2,977       1,000     1,001
                                  --------------------------------------------------------------------
       Total                        $ 6,153    $ 6,125     $ 6,463    $ 6,315     $ 2,977   $ 2,989
                                  ====================================================================
</TABLE>


  The following table sets forth certain information regarding the carrying
value, weighted average yields and contractual maturities of the Company's and
the Bank's short-term investments and securities as of December 31, 2000.


<TABLE>
<CAPTION>
                                                       At December 31, 2000
                          ---------------------------------------------------------------------------------------------------------
                                                  More than One          More than Five        More than Ten
                            One Year or Less    Year to Five Years     Years to Ten Years         Years               Total
                          ---------------------------------------------------------------------------------------------------------
                                     Weighted              Weighted              Weighted             Weighted             Weighted
                           Carrying   Average    Carrying   Average    Carrying   Average    Carrying  Average    Carrying  Average
                             Value     Yield       Value     Yield      Value      Yield      Value     Yield      Value    Yield
                          ---------------------------------------------------------------------------------------------------------
                                                         (dollars in thousands)
<S>                       <C>          <C>      <C>          <C>      <C>           <C>     <C>          <C>    <C>          <C>
Federated Liquid Cash
  Fund                    $    500     5.79%    $     --       --%    $    --       --%     $    --      --%    $    500     5.79%
                          =========================================================================================================
Securities:
 Held to maturity:
  Mortgage-Backed
   Securities                   --       --%    $     --       --%    $    --       --%     $ 2,728    6.84%    $  2,728     6.84%
  Obligations of states
   and political
   subdivisions(1)             425     3.74           --       --          --       --           --      --          425     3.74
 Available for sale:
  U.S. Treasury and
   Agency obligations           --        --       3,009     6.56          --       --           --      --        3,009     6.56
                          ---------------------------------------------------------------------------------------------------------
      Total securities    $    425     3.74%    $  3,009     6.56%    $    --       --%     $ 2,728    6.84%    $  6,162     6.49%
                          =========================================================================================================

</TABLE>

(1) The weighted average yields for obligations of states and political
     subdivisions were not calculated on a tax equivalent basis.

Source of Funds

   General.  Deposits, loan repayments and prepayments, proceeds from sales of
loans, cash flows generated from operations and FHLB advances are the primary
sources of the Bank's funds for use in lending, investing and for other
general purposes.

   Deposits.  The Bank offers a variety of deposit accounts with a range of
interest rates and terms.  For the fiscal year ended December 31, 2000,
average certificates of deposit were $72.6 million and were 59.6% of total
average deposits of $121.9 million.  Average deposits were $122.1 million for
the year ended December 31, 1999.  The flow of deposits is influenced
significantly by general economic conditions, changes in money market rates,
prevailing interest rates and competition.  The Bank's deposits are obtained
predominately from the areas in which its branch offices are located.  The
Bank relies primarily on customer service and long-standing relationships with
customers to attract and retain these deposits; however, market interest rates
and rates offered by competing financial institutions significantly affect the
Bank's ability to attract and retain deposits.  From time to time, the Bank
solicits certificate accounts in excess of $100,000.

   The Bank's current deposit products include savings, demand deposits, NOW
accounts, money market and certificate of deposit accounts ranging in terms
from thirty days to eight years.  Included in the Bank's certificate of
deposit accounts are certificates of deposit with balances in excess of
$100,000, and Individual Retirement Accounts ("IRAs").

   Deposits are obtained primarily from residents of Champaign County,
Illinois.  The Bank seeks to attract deposit accounts by offering a variety
of products, competitive rates and convenient locations and service hours.
The Bank uses traditional methods of advertising to attract new customers and
deposits, including radio and print media advertising. The Bank does not
generally advertise outside of its market area or utilize the services of
deposit brokers.  Management believes that an insignificant number of deposit
accounts are held by nonresidents of the Bank's primary market area.

   The Bank sets interest rates on its deposits on a weekly basis, based
upon a number of factors including:  the previous week's deposit flow; a
current survey of a selected group of competitors' rates for similar
products; external data which may influence interest rates; investment
opportunities and loan demand; and scheduled maturities.

   At December 31, 2000, the Bank had $8.9 million in certificate accounts
in amounts of $100,000 or more maturing as follows:

                                                  Amount         Weighted
      Maturity Period                         (in thousands)   Average Rate
     ----------------                             -------      ------------
Three months or less                              $ 1,989         5.75%
Over three through six months                       1,269         5.99%
Over six months through 12 months                   2,369         6.40%
Over 12 months                                      3,274         6.44%
                                                  -------
 Total                                           $  8,901         6.21%
                                                  ========================


   The following table sets forth the distribution of the Bank's average
deposit accounts for the periods indicated and the weighted average interest
rates on each category presented.



<TABLE>
<CAPTION>
                               ---------------------------------------------------------------------------------------------------
                                     December 31, 2000                 December 31, 1999                December 31, 1998
                               ---------------------------------------------------------------------------------------------------
                                           Percent                           Percent                           Percent
                                           of Total   Weighted               of Total   Weighted               of Total   Weighted
                                Average    Average    Average     Average    Average    Average     Average    Average    Average
                                Balance    Deposits     Rate      Balance    Deposits     Rate      Balance    Deposits    Rate
                                -------    ---------  --------    --------   ---------  --------    -------    --------  --------
                                                                      (dollars in thousands)
 <S>                           <C>          <C>          <C>      <C>        <C>         <C>       <C>         <C>          <C>
 Money market deposits         $  9,946       8.16%      3.33%    $  8,783     7.19%     3.03%     $  7,577      6.49%      2.92%
 Passbook deposits               14,441      11.85       2.00       15,141    12.40      2.01        14,912     12.76       2.00
 NOW and other demand deposits   15,907      13.05       1.49       15,432    12.64      1.49        14,259     12.21       1.55
 Non-interest bearing deposits    8,979       7.36       0.00        7,552     6.18      0.00         6,591      5.64       0.00
                                -------     ------                  ------   ------                 -------    ------
    Total                        49,273      40.42       1.74%      46,908    38.41      1.71%       43,339     37.10       1.76%
                                -------     ------       ====       ------   ------      ====       -------    ------       ====
 Certificates accounts
   Three months or less             241        .20       3.53%         347      .28      3.55%          218       .19       3.93%
   Over three through six months 13,976      11.47       5.32       20,260    16.59      4.93        17,637     15.10       5.38
   Over six through 12 months    10,618       8.71       5.39       13,280    10.87      4.94        13,193     11.29       5.41
   Over one to three years       35,456      29.09       5.81       28,589    23.41      5.54        31,670     27.11       5.88
   Over three to five years       7,041       5.77       6.02        7,176     5.88      6.04         5,496      4.71       6.18
   Over five to ten years         5,288       4.34       6.68        5,572     4.56      6.68         5,271      4.50       6.75
                                -------     ------                 -------   ------                 -------    ------
    Total certificates           72,620      59.58       5.73%      75,224    61.59      5.39%       73,485     62.90       5.74%
                                -------     ------       ====      -------   ------      ====       -------    ------       ====
    Total average deposits     $121,893     100.00%               $122,132   100.00%               $116,824    100.00%
                                =======     ======                 =======   ======                 =======    ======

</TABLE>


   The following table presents, by various categories, the amount of
certificate accounts outstanding at the dates indicated and the periods to
maturity of the certificate accounts outstanding at December 31, 2000.


<TABLE>
<CAPTION>
                               Period to Maturity from December 31, 2000
                          ------------------------------------------------------------
                                                                                           At         At         At
                          Less than     One to       Two to      Three to    Over Four   Dec 31,    Dec 31,    Dec 31,
                           One Year   Two Years   Three Years   Four Years     Years      2000       1999       1998
                          ---------   ---------   -----------   ----------   ---------   ------     ------     ------
                                                        (in thousands)
 <S>                       <C>        <C>           <C>           <C>         <C>       <C>        <C>        <C>
 Certificate accounts:
   0 to 4.00%              $   220    $    --       $    --       $    --     $    --   $   220    $   303    $   322
   4.01% to 5.00%            6,317        455            --            --          --     6,772     27,621     13,613
   5.01% to 6.00%           14,801      4,935         1,695           464         284    22,179     27,055     46,757
   6.01% to 7.00%           24,642     10,376           433         2,086       2,934    40,471     19,254     14,800
   7.01% to 8.00%               --        427           988           291          --     1,706        100        100
                           ------------------------------------------------------------------------------------------
    Total                  $45,980    $16,193       $ 3,116       $ 2,841     $ 3,218   $71,348    $74,333    $75,592
                           ===========================================================================================

</TABLE>


   At December 31, 2000, the Bank had $14.0 million in advances from the FHLB
and had no other borrowings. The Bank may obtain advances from the FHLB as part
of its operating strategy.  The maximum amount that the FHLB will advance to
member institutions, including the Bank, fluctuates from time to time in
accordance with the policies of the OTS and the FHLB.

   The following schedule presents FHLB advances at December 31, 2000 by
maturity date:


    Date                   Fixed                      First
     of       Interest      or        Maturity        Call          Amount
   Advance      Rate     Variable       Date          Date      (in thousands)
------------------------------------------------------------------------------
November 2000   6.88%      Fixed    January 2001   non callable   $  2,000
October  2000   6.74       Fixed    April   2001   non callable      1,500
October  2000   6.70     Variable   October 2001   non callable      1,500
December 2000   5.97       Fixed    June    2002   non callable      1,000
October  2000   6.58     Variable   October 2002   non callable      3,000
January  2000   4.30       Fixed    October 2008   October 2001      5,000
                                                                  --------
                                                                  $ 14,000
                                                                  ========


     At December 31, 1999, the Bank had $8.0 million in advances from the FHLB
and had no other borrowings.  FHLB advances at December 31, 1999 was comprised
of three advances: $2.00 million at 5.31% maturing in 2000, $5.00 million at
4.30% maturing in 2008, and $1.00 million at 5.50% maturing in 2004.

   The following table sets forth certain information regarding the Company's
and Bank's borrowed funds at or for the periods ended on the dates indicated:



<TABLE>
<CAPTION>

                                                                   At or for the Year Ended:

                                          December 31, 2000            December 31, 1999              December 31, 1998
                                         -------------------          -------------------            ------------------
                                                                    (Dollars in thousands)

 <S>                                            <C>                         <C>                           <C>
 Loans sold under repurchase agreement:
   Average balance outstanding                  $    --                     $ 1,422                       $ 1,167
                                                =======                     =======                        ======
   Maximum amount outstanding at any
    month-end during the period                 $    --                     $ 2,500                       $ 2,000
                                                =======                     =======                       =======
   Balance outstanding at end of period         $    --                     $    --                       $ 2,000
                                                =======                     =======                       =======
   Weighted average interest rate
    during the period                                --%                      6.19%                         5.83%
                                                =======                     =======                       =======
   Weighted average interest rate
    at end of period                                 --%                        --%                         6.00%
                                                =======                     =======                       =======


 FHLB advances:
   Average balance outstanding                  $10,341                     $ 7,234                       $ 1,776
                                                =======                     =======                       =======
   Maximum amount outstanding at any
    month-end during the period                 $14,000                     $ 8,000                       $ 7,000
                                                =======                     =======                       =======
   Balance outstanding at end of period         $14,000                     $ 8,000                       $ 7,000
                                                =======                     =======                       =======
   Weighted average interest rate
    during the period                              5.36%                      4.69%                         4.73%
                                                =======                     =======                       =======
   Weighted average interest rate
    at end of period                               5.79%                      4.70%                         4.59%
                                                =======                     =======                       =======
</TABLE

Competition

   The Bank faces significant competition both in making loans and in
attracting deposits.  The Bank's competitors are the financial institutions
operating in its primary market area, many of which are significantly larger
and have greater financial resources than the Bank.  The Bank's competition
for loans comes principally from commercial banks, savings and loan
associations, mortgage banking companies, credit unions and insurance
companies.  Its most direct competition for deposits has historically come
from savings and loan associations and commercial banks. In addition, the
Bank faces increasing competition for deposits from nonbank institutions such
as brokerage firms and insurance companies in such areas as short-term money
market funds, corporate and government securities funds, mutual funds and
annuities.  Competition may also increase as a result of the lifting of
restrictions on the interstate operations of financial institutions.

   The Bank serves its market area with a variety of residential loan
products and other retail financial services.  Management considers the
Bank's reputation for financial strength and competitive deposit and loan
products as its major competitive advantage in attracting and retaining
customers in its market area.

Personnel

   As of December 31, 2000, the Company, including the Bank and PASC, had 62
full-time employees and 26 part-time employees.  The employees are not
represented by a collective bargaining unit, and the Company considers its
relationship with its employees to be good.


                  INFORMATION REGARDING SUBSIDIARY ACTIVITIES

Description of Business

   The Bank's wholly-owned subsidiary, PASC, is currently engaged on an
agency basis in brokerage services through a third-party broker dealer, Scout
Brokerage Services, Inc. and in the sale of tax-deferred annuity products,
primarily to customers of the Bank and members of the local community.  In
September 1997, PASC formed the GTPS Insurance Agency ("Agency") to provide
insurance related products to customers.  The Agency sells a variety of
insurance products to both individuals and businesses, including life,
health, automobile, property and casualty insurance.  The revenue generated
by PASC is dependent upon maintaining relationships with the current
insurance and brokerage providers.  As of December 31, 2000 and 1999, PASC
had total assets of $888,000 and $835,000, respectively.  For the year ended
December 31, 2000, PASC had total revenues of $908,000 which was 7.0% of
total consolidated revenues (prior to the elimination on a consolidated basis
of inter-company transactions) and net income of $131,000, which was 13.3% of
total consolidated net income.  For the year ended December 31, 1999, PASC
had total revenues of $777,000 which was 6.1% of total consolidated revenues
(prior to the elimination on a consolidated basis of inter-company
transactions) and net income of $73,000, which was 11.3% of total
consolidated net income.





Competition

   PASC competes in the brokerage business primarily with local investment
brokerage offices, which are mainly branches of national firms, and with
several area banks that provide brokerage services.  Competition for
brokerage services is based on quality of service, fees charged and knowledge
of investment products offered.  The Agency mainly competes with several
locally owned insurance agencies and also with branches and agents of
national insurance companies.  Competition for insurance business is based
mainly on quality of services, including handling of claims, premiums quoted
and the availability of a broad range of products from a variety of insurance
companies.


REGULATION AND SUPERVISION

General

	As a savings and loan holding company, the Company is required by
federal law to file reports with, and otherwise comply with, the rules and
regulations of the Office of Thrift Supervision.  The Bank is subject to
extensive regulation, examination and supervision by the Office of Thrift
Supervision, as its primary federal regulator, and the Federal Deposit
Insurance Corporation, as the deposit insurer.  The Bank is a member of the
Federal Home Loan Bank System and, with respect to deposit insurance, of the
Savings Association Insurance Fund managed by the Federal Deposit Insurance
Corporation.  The Bank must file reports with the Office of Thrift
Supervision and the Federal Deposit Insurance Corporation concerning its
activities and financial condition in addition to obtaining regulatory
approvals prior to entering into certain transactions such as mergers with,
or acquisitions of, other savings institutions.  The Office of Thrift
Supervision and/or the Federal Deposit Insurance Corporation conduct periodic
examinations to test the Bank's safety and soundness and compliance with
various regulatory requirements.  This regulation and supervision establishes
a comprehensive framework of activities in which an institution can engage
and is intended primarily for the protection of the insurance fund and
depositors.  The regulatory structure also gives the regulatory authorities
extensive discretion in connection with their supervisory and enforcement
activities and examination policies, including policies with respect to the
classification of assets and the establishment of adequate loan loss reserves
for regulatory purposes.  Any change in such regulatory requirements and
policies, whether by the Office of Thrift Supervision, the Federal Deposit
Insurance Corporation or the Congress, could have a material adverse impact
on the Company, the Bank and their operations.  Certain of the regulatory
requirements applicable to the Bank and to the Company are referred to below
or elsewhere herein.  The description of statutory provisions and regulations
applicable to savings institutions and their holding companies set forth in
this Form 10-KSB does not purport to be a complete description of such
statutes and regulations and their effects on the Bank and the Company.

Holding Company Regulation

	The Company is a nondiversified unitary savings and loan holding
company within the meaning of federal law.  Under prior law, a unitary
savings and loan holding company, such as the Company was not generally
restricted as to the types of business activities in which it may engage,
provided that the Bank continued to be a qualified thrift lender.  See
"Federal Savings Institution Regulation - QTL Test."  The Gramm-Leach-Bliley
Act of 1999 provides that no company may acquire control of a savings
association after May 4, 1999 unless it engages only in the financial
activities permitted for financial holding companies under the law or for
multiple savings and loan holding companies as described below.  Further, the
Gramm-Leach-Bliley Act specifies that existing savings and loan holding
companies may only engage in such activities.  The Gramm-Leach-Bliley Act,
however, grandfathered the unrestricted authority for activities with respect
to unitary savings and loan holding companies existing prior to May 4, 1999,
so long as the Bank continues to comply with the QTL Test.  The Company does
qualify for the grandfather.  Upon any non-supervisory acquisition by the
Company of another savings institution or savings bank that meets the
qualified thrift lender test and is deemed to be a savings institution by the
Office of Thrift Supervision, the Company would become a multiple savings and
loan holding company (if the acquired institution is held as a separate
subsidiary) and would generally be limited to activities permissible for bank
holding companies under Section 4(c)(8) of the Bank Holding Company Act,
subject to the prior approval of the Office of Thrift Supervision, and
certain activities authorized by Office of Thrift Supervision regulation.

	A savings and loan holding company is prohibited from, directly or
indirectly, acquiring more than 5% of the voting stock of another savings
institution or savings and loan holding company, without prior written
approval of the Office of Thrift Supervision and from acquiring or retaining
control of a depository institution that is not insured by the Federal
Deposit Insurance Corporation.  In evaluating applications by holding
companies to acquire savings institutions, the Office of Thrift Supervision
considers the financial and managerial resources and future prospects of the
Company and institution involved, the effect of the acquisition on the risk
to the deposit insurance funds, the convenience and needs of the community
and competitive factors.

	The Office of Thrift Supervision may not approve any acquisition that
would result in a multiple savings and loan holding company controlling
savings institutions in more than one state, subject to two exceptions:  (i)
the approval of interstate supervisory acquisitions by savings and loan
holding companies and (ii) the acquisition of a savings institution in
another state if the laws of the state of the target savings institution
specifically permit such acquisitions.  The states vary in the extent to
which they permit interstate savings and loan holding company acquisitions.

	Although savings and loan holding companies are not subject to specific
capital requirements or specific restrictions on the payment of dividends or
other capital distributions, federal regulations do prescribe such
restrictions on subsidiary savings institutions as described below. The Bank
must notify the Office of Thrift Supervision 30 days before declaring any
dividend to the Company.  In addition, the financial impact of a holding
company on its subsidiary institution is a matter that is evaluated by the
Office of Thrift Supervision and the agency has authority to order cessation
of activities or divestiture of subsidiaries deemed to pose a threat to the
safety and soundness of the institution.

	Acquisition of the Company.  Under the Federal Change in Bank Control
Act ("CIBCA"), a notice must be submitted to the Office of Thrift Supervision
if any person (including a company), or group acting in concert, seeks to
acquire 10% or more of the Company's outstanding voting stock, unless the
Office of Thrift Supervision has found that the acquisition will not result
in a change of control of the Company.  Under the CIBCA, the Office of Thrift
Supervision has 60 days from the filing of a complete notice to act, taking
into consideration certain factors, including the financial and managerial
resources of the acquiror and the anti-trust effects of the acquisition.  Any
company that so acquires control would then be subject to regulation as a
savings and loan holding company.


Federal Savings Institution Regulation

	Business Activities.  The activities of federal savings institutions
are governed by federal law and regulations.  These laws and regulations
delineate the nature and extent of the activities in which federal
associations may engage.  In particular, many types of lending authority for
federal association, e.g., commercial, non-residential real property loans
and consumer loans, are limited to a specified percentage of the
institution's capital or assets.

	Capital Requirements.  The Office of Thrift Supervision capital
regulations require savings institutions to meet three minimum capital
standards:  a 1.5% tangible capital ratio, a 4% leverage ratio (3% for
institutions receiving the highest rating on the CAMELS rating system) and an
8% risk-based capital ratio.  In addition, the prompt corrective action
standards discussed below also establish, in effect, a minimum 2% tangible
capital standard, a 4% leverage ratio (3% for institutions receiving the
highest rating on the CAMELS financial institution rating system), and,
together with the risk-based capital standard itself, a 4% Tier 1 risk-based
capital standard.  The Office of Thrift Supervision regulations also require
that, in meeting the tangible, leverage and risk-based capital standards,
institutions must generally deduct investments in and loans to subsidiaries
engaged in activities as principal that are not permissible for a national
bank.

	The risk-based capital standard for savings institutions requires the
maintenance of Tier 1 (core) and total capital (which is defined as core
capital and supplementary capital) to risk-weighted assets of at least 4% and
8%, respectively.  In determining the amount of risk-weighted assets, all
assets, including certain off-balance sheet assets, are multiplied by a risk-
weight factor of 0% to 100%, assigned by the Office of Thrift Supervision
capital regulation based on the risks believed inherent in the type of asset.
Core (Tier 1) capital is defined as common stockholders' equity (including
retained earnings), certain noncumulative perpetual preferred stock and
related surplus, and minority interests in equity accounts of consolidated
subsidiaries less intangibles other than certain mortgage servicing rights
and credit card relationships.  The components of supplementary capital
currently include cumulative preferred stock, long-term perpetual preferred
stock, mandatory convertible securities, subordinated debt and intermediate
preferred stock, the allowance for loan and lease losses limited to a maximum
of 1.25% of risk-weighted assets and up to 45% of unrealized gains on
available-for-sale equity securities with readily determinable fair market
values.  Overall, the amount of supplementary capital included as part of
total capital cannot exceed 100% of core capital.

	The capital regulations also incorporate an interest rate risk
component.  Savings institutions with "above normal" interest rate risk
exposure are subject to a deduction from total capital for purposes of
calculating their risk-based capital requirements.  For the present time, the
Office of Thrift Supervision has deferred implementation of the interest rate
risk capital charge.  At December 31, 2000, the Bank met each of its capital
requirements.



	The following table presents the Bank's capital position at December
31, 2000.

                                                            Capital
                                          Excess     --------------------
                 Actual    Required    (Deficiency)    Actual    Required
                 --------------------------------------------------------
                                  (Dollars in thousands)

Tangible       $   9,728   $  2,257    $  7,471        6.47%      1.50%

Core
(Leverage)         9,728      6,019       3,709        6.47%      4.00%


Risk-based        10,589      7,137       3,452       11.87%      8.00%



	Prompt Corrective Regulatory Action.  The Office of Thrift Supervision
is required to take certain supervisory actions against undercapitalized
institutions, the severity of which depends upon the institution's degree of
undercapitalization.  Generally, a savings institution that has a ratio of
total capital to risk weighted assets of less than 8%, a ratio of Tier 1
(core) capital to risk-weighted assets of less than 4% or a ratio of core
capital to total assets of less than 4% (3% or less for institutions with the
highest examination rating) is considered to be "undercapitalized."  A
savings institution that has a total risk-based capital ratio less than 6%, a
Tier 1 capital ratio of less than 3% or a leverage ratio that is less than 3%
is considered to be "significantly undercapitalized" and a savings
institution that has a tangible capital to assets ratio equal to or less than
2% is deemed to be "critically undercapitalized."  Subject to a narrow
exception, the Office of Thrift Supervision is required to appoint a receiver
or conservator for an institution that is "critically undercapitalized."  The
regulation also provides that a capital restoration plan must be filed with
the Office of Thrift Supervision within 45 days of the date a savings
institution receives notice that it is "undercapitalized," "significantly
undercapitalized" or "critically undercapitalized."  Compliance with the plan
must be guaranteed by any parent holding company.  In addition, numerous
mandatory supervisory actions become immediately applicable to an
undercapitalized institution, including, but not limited to, increased
monitoring by regulators and restrictions on growth, capital distributions
and expansion.  The Office of Thrift Supervision could also take any one of a
number of discretionary supervisory actions, including the issuance of a
capital directive and the replacement of senior executive officers and
directors.

	Insurance of Deposit Accounts.   The Bank is a member of the Savings
Association Insurance Fund.  The Federal Deposit Insurance Corporation
maintains a risk-based assessment system by which institutions are assigned
to one of three categories based on their capitalization and one of three
subcategories based on examination ratings and other supervisory information.
An institution's assessment rate depends upon the categories to which it is
assigned.  Assessment rates for Savings Association Insurance Fund member
institutions are determined semiannually by the Federal Deposit Insurance
Corporation and currently range from zero basis points for the healthiest
institutions to 27 basis points for the riskiest.

	The Bank's assessment rate for fiscal 2000 was zero basis points.  The
Federal Deposit Insurance Corporation has authority to increase insurance
assessments.  A significant increase in Savings Association Insurance Fund
insurance premiums would likely have an adverse effect on the operating
expenses and results of operations of the Bank.  Management cannot predict
what insurance assessment rates will be in the future.

	In addition to the assessment for deposit insurance, institutions are
required to make payments on bonds issued in the late 1980s by the Financing
Corporation ("FICO") to recapitalize the predecessor to the Savings
Association Insurance Fund.  During 2000, FICO payments for Savings
Association Insurance Fund members approximated 2.07 basis points and the
premium paid by the Bank for this period was $25,000.

	Insurance of deposits may be terminated by the Federal Deposit
Insurance Corporation upon a finding that the institution has engaged in
unsafe or unsound practices, is in an unsafe or unsound condition to continue
operations or has violated any applicable law, regulation, rule, order or
condition imposed by the Federal Deposit Insurance Corporation or the Office
of Thrift Supervision.  The management of the Bank does not know of any
practice, condition or violation that might lead to termination of deposit
insurance.

	Loans to One Borrower.  Federal law provides that savings institutions
are generally subject to the limits on loans to one borrower applicable to
national banks.  A savings institution may not make a loan or extend credit
to a single or related group of borrowers in excess of 15% of its unimpaired
capital and surplus.  An additional amount may be lent, equal to 10% of
unimpaired capital and surplus, if secured by specified readily-marketable
collateral.  At December 31, 2000, the Bank's limit on loans to one borrower
was $1.5 million, and the Bank's largest aggregate outstanding balance of
loans to one borrower was $3.5 million.

	QTL Test.  The HOLA requires savings institutions to meet a qualified
thrift lender test.  Under the test, a savings association is required to
either qualify as a "domestic building and loan association" under the
Internal Revenue Code or maintain at least 65% of its "portfolio assets"
(total assets less: (i) specified liquid assets up to 20% of total assets;
(ii) intangibles, including goodwill; and (iii) the value of property used to
conduct business) in certain "qualified thrift investments" (primarily
residential mortgages and related investments, including certain mortgage-
backed securities) in at least 9 months out of each 12 month period.

	A savings institution that fails the qualified thrift lender test is
subject to certain operating restrictions and may be required to convert to a
bank charter.  As of December 31, 2000, the Bank maintained 84.7% of its
portfolio assets in qualified thrift investments and, therefore, met the
qualified thrift lender test.  Recent legislation has expanded the extent to
which education loans, credit card loans and small business loans may be
considered "qualified thrift investments."

	Limitation on Capital Distributions.  Office of Thrift Supervision
regulations impose limitations upon all capital distributions by a savings
institution, including cash dividends, payments to repurchase its shares and
payments to shareholders of another institution in a cash-out merger.  Under
the regulations, an application to and the prior approval of the Office of
Thrift Supervision is required prior to any capital distribution if the
institution does not meet the criteria for "expedited treatment" of
applications under Office of Thrift Supervision regulations (i.e., generally,
examination ratings in the two top categories), the total capital
distributions for the calendar year exceed net income for that year plus the
amount of retained net income for the preceding two years, the institution
would be undercapitalized following the distribution or the distribution
would otherwise be contrary to a statute, regulation or agreement with Office
of Thrift Supervision.  If an application is not required, the institution
must still provide prior notice to Office of Thrift Supervision of the
capital distribution if, like the Bank, it is a subsidiary of a holding
company.  In the event the Bank's capital fell below its regulatory
requirements or the Office of Thrift Supervision notified it that it was in
need of more than normal supervision, the Bank's ability to make capital
distributions could be restricted.  In addition, the Office of Thrift
Supervision could prohibit a proposed capital distribution by any
institution, which would otherwise be permitted by the regulation, if the
Office of Thrift Supervision determines that such distribution would
constitute an unsafe or unsound practice.

	Liquidity.  During 2000, the Bank was required to maintain an average
daily balance of specified liquid assets equal to a monthly average of not
less than a specified percentage of its net withdrawable deposit accounts
plus short-term borrowings.  This liquidity requirement was 4%.  Recent
legislation has eliminated the statutory liquidity requirement.

	Assessments.  Savings institutions are required to pay assessments to
the Office of Thrift Supervision to fund the agency's operations.  The
general assessments, paid on a semi-annual basis, are computed upon the
savings institution's total assets, including consolidated subsidiaries, as
reported in the Bank's latest quarterly thrift financial report.  The
assessments paid by the Bank for the fiscal year ended December 31, 2000
totaled $39,000.

	Transactions with Related Parties.  The Bank's authority to engage in
transactions with  "affiliates" (e.g., any company that controls or is under
common control with an institution, including the Company and its non-savings
institution subsidiaries) is limited by federal law.  The aggregate amount of
covered transactions with any individual affiliate is limited to 10% of the
capital and surplus of the savings institution.  The aggregate amount of
covered transactions with all affiliates is limited to 20% of the savings
institution's capital and surplus.  Certain transactions with affiliates are
required to be secured by collateral in an amount and of a type described in
federal law.  The purchase of low quality assets from affiliates is generally
prohibited.  The transactions with affiliates must be on terms and under
circumstances, that are at least as favorable to the institution as those
prevailing at the time for comparable transactions with non-affiliated
companies.  In addition, savings institutions are prohibited from lending to
any affiliate that is engaged in activities that are not permissible for bank
holding companies and no savings institution may purchase the securities of
any affiliate other than a subsidiary.

	The Bank's authority to extend credit to executive officers, directors
and 10% shareholders ("insiders"), as well as entities such persons control,
is also governed by federal law.  Such loans are required to be made on terms
substantially the same as those offered to unaffiliated individuals and not
involve more than the normal risk of repayment.  Recent legislation created
an exception for loans made pursuant to a benefit or compensation program
that is widely available to all employees of the institution and does not
give preference to insiders over other employees.  The law limits both the
individual and aggregate amount of loans the Bank may make to insiders based,
in part, on the Bank's capital position and requires certain board approval
procedures to be followed.

	Enforcement.  The Office of Thrift Supervision has primary enforcement
responsibility over savings institutions and has the authority to bring
actions against the institution and all institution-affiliated parties,
including stockholders, and any attorneys, appraisers and accountants who
knowingly or recklessly participate in wrongful action likely to have an
adverse effect on an insured institution.  Formal enforcement action may
range from the issuance of a capital directive or cease and desist order to
removal of officers and/or directors to institution of receivership,
conservatorship or termination of deposit insurance.  Civil penalties cover a
wide range of violations and can amount to $25,000 per day, or even $1
million per day in especially egregious cases.  The Federal Deposit Insurance
Corporation has the authority to recommend to the Director of the Office of
Thrift Supervision that enforcement action to be taken with respect to a
particular savings institution.  If action is not taken by the Director, the
Federal Deposit Insurance Corporation has authority to take such action under
certain circumstances.  Federal law also establishes criminal penalties for
certain violations.

	Standards for Safety and Soundness.  The federal banking agencies have
adopted Interagency Guidelines prescribing Standards for Safety and
Soundness.  The guidelines set forth the safety and soundness standards that
the federal banking agencies use to identify and address problems at insured
depository institutions before capital becomes impaired.  If the Office of
Thrift Supervision determines that a savings institution fails to meet any
standard prescribed by the guidelines, the Office of Thrift Supervision may
require the institution to submit an acceptable plan to achieve compliance
with the standard.

Federal Home Loan Bank System

	The Bank is a member of the Federal Home Loan Bank System, which
consists of 12 regional Federal Home Loan Banks.  The Federal Home Loan Bank
provides a central credit facility primarily for member institutions.  The
Bank, as a member of the Federal Home Loan Bank, is required to acquire and
hold shares of capital stock in that Federal Home Loan Bank in an amount at
least equal to 1.0% of the aggregate principal amount of its unpaid
residential mortgage loans and similar obligations at the beginning of each
year, or 1/20 of its advances (borrowings) from the Federal Home Loan Bank,
whichever is greater.  The Bank was in compliance with this requirement with
an investment in Federal Home Loan Bank stock at December 31, 2000 of
$890,000.

	The Federal Home Loan Banks are required to provide funds for the
resolution of insolvent thrifts in the late 1980s and to contribute funds for
affordable housing programs.  These requirements could reduce the amount of
dividends that the Federal Home Loan Banks pay to their members and could
also result in the Federal Home Loan Banks imposing a higher rate of interest
on advances to their members.  If dividends were reduced, or interest on
future Federal Home Loan Bank advances increased, the Bank's net interest
income would likely also be reduced.  Recent legislation has changed the
structure of the Federal Home Loan Banks funding obligations for insolvent
thrifts, revised the capital structure of the Federal Home Loan Banks and
implemented entirely voluntary membership for Federal Home Loan Banks.
Management cannot predict the effect that these changes may have with respect
to its Federal Home Loan Bank membership.

Federal Reserve System

	The Federal Reserve Board regulations require savings institutions to
maintain non-interest earning reserves against their transaction accounts
(primarily NOW and regular checking accounts).  The regulations generally
provide that reserves be maintained against aggregate transaction accounts as
follows:  a 3% reserve ratio is assessed on net transaction accounts over
$5.5 million to and including $42.8 million; a 10% reserve ratio is applied
above $42.8 million.  The first $5 million of otherwise reservable balances
are exempted from the reserve requirements.  The amounts are adjusted
annually.  The Bank complies with the foregoing requirements.

                         FEDERAL AND STATE TAXATION

Federal Taxation

   General.  The Company and the Bank report their income on a calendar year,
consolidated basis and use the accrual method of accounting, and are subject
to federal income taxation in the same manner as other corporations with some
exceptions, including particularly the Bank's reserve for bad debts discussed
below.  The following discussion of tax matters is intended only as a summary
and does not purport to be a comprehensive description of the tax rules
applicable to the Bank or the Company.  Neither the Company or the Bank have
been audited by the IRS during the last seven years, which covered the tax
years 1994-2000.  For its 2000 taxable year, the Company and the Bank are
subject to a maximum federal income tax rate of 39%.

   Bad Debt Reserves.  For fiscal years beginning prior to December 31, 1995,
thrift institutions which qualified under certain definitional tests and
other conditions of the Internal Revenue Code of 1986 (the "Code") were
permitted to use certain favorable provisions to calculate their deductions
from taxable income for annual additions to their bad debt reserve.  A
reserve could be established for bad debts on qualifying real property loans
(generally secured by interests in real property improved or to be improved)
under (i) the Percentage of Taxable Income Method (the "PTI Method") or (ii)
the Experience Method.  The reserve for nonqualifying loans was computed
using the Experience Method.

   The Small Business Job Protection Act of 1996 (the "1996 Act"), which was
enacted on August 20, 1996, repeals the reserve method of accounting for bad
debts for tax years beginning after 1995 and requires savings institutions to
recapture (i.e., take into income) certain portions of their accumulated bad
debt reserves.  Thrift institutions eligible to be treated as "small banks"
(assets of $500 million or less) are allowed to use the Experience Method
applicable to such institutions, while thrift institutions that are treated
as large banks (assets exceeding $500 million) are required to use only the
specific charge-off method.  Thus, the PTI Method of accounting for bad debts
is no longer available for any financial institution.

   A thrift institution required to change its method of computing reserves
for bad debts will treat such change as a change in method of accounting,
initiated by the taxpayer, and having been made with the consent of the IRS.
Any Section 481(a) adjustment required to be taken into income with respect
to such change generally will be taken into income ratably over a six-taxable
year period, beginning with the first taxable year beginning after 1995,
subject to a 2-year suspension if the "residential loan requirement" is
satisfied.

   Under the residential loan requirement provision, the recapture required
by the 1996 Act will be suspended for each of two successive taxable years,
beginning with the Bank's 1996 taxable year, in which the Bank originates a
minimum of certain residential loans based upon the average of the principal
amounts of such loans made by the Bank during its six taxable years preceding
its current taxable year.

   The Bank is required to recapture (i.e., take into income) over a six year
period the excess of the balance of its tax bad debt reserves as of December
31, 1995, other than its supplemental reserve for losses on loans over the
balance of such reserves as of September 30, 1988.  As a result of such
recapture, the Bank incurred an additional tax liability of approximately
$125,000 which was taken into income beginning in 1998 over a six year
period.

   Distributions.  Under the 1996 Act, if the Bank makes "non-dividend
distributions" to the Company, such distributions will be considered to have
been made from the Bank's unrecaptured tax bad debt reserves (including the
balance of its reserves as of December 31, 1987) to the extent thereof, and
then from the Bank's supplemental reserve for losses on loans, to the extent
thereof, and an amount based on the amount distributed (but not in excess of
the amount of such reserves) will be included in the Bank's income.  Non-
dividend distributions include distributions in excess of the Bank's current
and accumulated earnings and profits, as calculated for federal income tax
purposes, distributions in redemption of stock, and distributions in partial
or complete liquidation.  Dividends paid out of the Bank's current or
accumulated earnings and profits will not be so included in the Bank's
income.

   The amount of additional taxable income triggered by a non-dividend is an
amount that, when reduced by the tax attributable to the income, is equal to
the amount of the distribution.  Thus, if the Bank makes a non-dividend
distribution to the Company, approximately one and one-half times the amount
of such distribution (but not in excess of the amount of such reserves) would
be includable in income for federal income tax purposes, assuming a 35%
federal corporate income tax rate.  The Bank does not intend to pay dividends
that would result in a recapture of any portion of its bad debt reserves.

   SAIF Recapitalization Assessment.  The Funds Act levied a 65.7-cent fee on
every $100 of thrift deposits held on March 31, 1995.  For financial
statement purposes, this assessment was reported as an expense for the
quarter ended September 30, 1996.  The Funds Act includes a provision which
states that the amount of any special assessment paid to capitalize SAIF
under this legislation is deductible under Section 162 of the Code in the
year of payment.

State and Local Taxation

   State of Illinois.  The Company files a consolidated Illinois income tax
return.  For Illinois income tax purposes, the Company is taxed at an
effective rate equal to 7.2% of Illinois Taxable Income.  For these purposes,
"Illinois Taxable Income" generally means federal taxable income, subject to
certain adjustments (including the addition of interest income on state and
municipal obligations and the exclusion of interest income on United States
Treasury obligations).  The exclusion of income on United State Treasury
obligations has the effect of reducing the Illinois taxable income of the
Bank.

   Delaware Taxation.  As a Delaware holding company not earning income in
Delaware, the Company is exempted from Delaware corporation income tax but is
required to file an annual report with and pay an annual franchise tax to the
State of Delaware.

                  EXECUTIVE OFFICERS OF THE REGISTRANT

   The following table sets forth certain information regarding the executive
officers of the Company and the Bank who are not directors or Named Executive
Officers as set forth in the Registrant's Proxy Statement for the Annual
Meeting of Shareholders to be held on April 24, 2001 at pages 5 through 9.

                       Age at
     Name             12/31/00                   Position
----------------     ----------    -------------------------------------
Jane F. Adams            43            Chief Financial Officer, Secretary,
                                       Treasurer of Great American Bancorp,
                                       Inc. since April, 1995.  Senior Vice
                                       President - Finance, Secretary,
                                       Treasurer of Bank since February,
                                       1997.  Prior thereto, Vice President -
                                       Finance, Secretary, Treasurer of Bank
                                       since April, 1995. Secretary,
                                       Treasurer of PASC since April, 1995.
                                       Prior to April, 1995, Vice President
                                       and Controller, Champaign National
                                       Bank, Champaign, Illinois since 1986.

Melinda K. Waller        41            Senior Vice President - Deposit
                                       Acquisitions of Bank since February
                                       1997.  Prior thereto Vice President -
                                       Deposit Acquisitions of Bank since
                                       1991.

Paul D. Wilson           49            Senior Vice President - Lending of
                                       Bank since November, 1995.  Prior
                                       thereto, Vice President - Senior
                                       Commercial Lending Officer, First of
                                       America Bank, N.A., Champaign,
                                       Illinois, since 1993.

Item 2.   Description of Property.

   The Bank conducts its business through an administrative office located
in Champaign and two branch offices.  The Company believes that the Bank's
current facilities are adequate to meet the present and immediately foresee
able needs of the Bank and the Company.  The following table sets forth
certain information relating to the Bank's administrative and branch offices.










</TABLE>
<TABLE>
<CAPTION>

                                                                                    Net Book Value
                                                                                    of Property or
                                                   Original                           Leasehold
                                       Leased        Date                          Improvements at
                                         or        Leased or     Date of Lease       December 31,
Location                                Owned      Acquired       Expiration             2000
                                       -------     ---------     -------------     ----------------
<S>                                    <C>         <C>             <C>               <C>
Administrative and Branch Office:
1311 South Neil Street
Champaign, Illinois                     owned      04/12/93            --            $ 4,932,000

Branch Offices:
1912 West Springfield (1)
Champaign, Illinois                    leased      12/01/79        12/01/04              158,000

301 West Springfield
Urbana, Illinois                        owned      01/27/80            --                745,000
                                                                                     -----------
                                                                      Total          $ 5,835,000
                                                                                     ===========

</TABLE>

---------------
(1) The Bank has the option to extend the lease term for three consecutive
    ten-year periods.

   The Bank presently owns electronic data processing equipment, consisting
of personal computers, printers, and item processing equipment with an
approximate net book value of $303,000.  The Bank does not provide data
processing services for other financial institutions.  In May 1998, the Bank
installed an area network and in October 1998, the Bank converted its primary
computer application to an in-house system.  The Bank previously operated its
main banking system through a third party service bureau.

Item 3.   Legal Proceedings.

   The Bank is not involved in any pending legal proceedings other than
routine legal proceedings occurring in the ordinary course of business.  Such
routine legal proceedings in the aggregate are believed by management to be
immaterial to the Company's and the Bank's financial condition or results of
operations.

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

   During the quarter ended December 31, 2000, no matters were submitted to a
vote of security holders through a solicitation of proxies or otherwise.

                            PART II

Item 5.   Market for Common Equity and Related Stockholder Matters.

   Information relating to the market for Registrant's common stock and
related stockholder matters appears under "Shareholder Information" in the
2000 Annual Report to Stockholders on pages 52 through 53 and is incorporated
herein by reference.

Item 6.   Management's Discussion and Analysis or Plan of Operation.

   The above captioned information appears under the caption "Management's
Discussion and Analysis" in the 2000 Annual Report to Stockholders on pages 2
to 23 and is incorporated herein by reference.

Item 7.   Financial Statements

   The Consolidated Financial Statements of Great American Bancorp, Inc. and
its subsidiary as of December 31, 2000 and 1999, together with the report of
Olive LLP appears in the 2000 Annual Report to Stockholders on pages 24 to 51
and is incorporated herein by reference.

Item 8.   Changes In and Disagreements With Accountants on Accounting and
          Financial Disclosure

          None
                                 PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act.

   The information relating to directors and executive officers of the
Registrant is incorporated herein by reference to the Registrant's Proxy
Statement for the Annual Meeting of Stockholders to be held on April 24, 2001
at pages 5 through 8, filed on March 23, 2001 with the SEC.

Item 10.  Executive Compensation

   The information relating to executive and director compensation is
incorporated herein by reference to the Registrant's Proxy Statement for the
Annual Meeting of Stockholders to be held on April 24, 2001 at pages 8
through 11, filed on March 23, 2001 with the SEC.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

   The information relating to security ownership of certain beneficial
owners and management is incorporated herein by reference to the Registrant's
Proxy Statement for the Annual Meeting of Stockholders to be held on April
24, 2001 at pages 3 through 4, filed on March 23, 2001 with the SEC.

Item 12.  Certain Relationships and Related Transactions

   The information relating to certain relationships and related transactions
is incorporated herein by reference to the Registrant's Proxy Statement for
the Annual Meeting of Stockholders to be held on April 24, 2001 at page 11,
filed on March 23, 2001 with the SEC.

Item 13.  Exhibits and Reports on Form 8-K.

     (a)       The following documents are filed as a part of this report:

          (1)    Financial Statements

          Consolidated Financial Statements of the Company are incorporated
          by reference to the following indicated pages of the 2000 Annual
          Report to Stockholders.


          Independent Auditor's Report . . . . . . . . . . . . . . . . . .24

          Consolidated Balance Sheet as of
          December 31, 2000 and 1999. . . . . . . . . . . . . . . . . . . 25

          Consolidated Statement of Income for the year
          ended December 31, 2000 and 1999  . . . . . . . . . . . . . . . 26

          Consolidated Statement of Comprehensive Income
          for the year ended December 31, 2000 and 1999 . . . . . . . . . 27

          Consolidated Statement of Stockholders' Equity for
          the year ended December 31, 2000 and 1999 . . . . . . . . . . . 28

          Consolidated Statement of Cash Flows for the year
          ended December 31, 2000 and 1999. . . . . . . . . . . . . . . . 29

          Notes to Consolidated Financial Statements  . . . . . . . . .30-51

          The remaining information appearing in the 2000 Annual Report to
          Stockholders is not deemed to be filed as part of this report,
          except as expressly provided herein.



          (2)   Schedules

          All schedules are omitted because they are not required or
          applicable, or the required information is shown in the
          consolidated financial statements or the notes thereto.

          (3) Exhibits

          The following exhibits are filed as part of this report:

3.1 Certificate of Incorporation of Great American Bancorp,
       Inc.*
          3.2    Bylaws of Great American Bancorp, Inc.*
          4.0    Stock Certificate of Great American Bancorp, Inc.*
10.1 First Federal Savings Bank of Champaign-Urbana Employee
Stock Ownership Plan*
         10.2    Form of Employment Agreement between First Federal Savings
                 Bank of Champaign-Urbana and George R. Rouse*
         10.3    Form of Employment Agreement between Great American Bancorp,
                 Inc. and George R. Rouse*
         10.4    Form of Change of Control Agreements between First Federal
                 Savings Bank of Champaign-Urbana and Jane F. Adams, Dale
                 Pelg and Melinda Waller.*
         10.5    Great American Bancorp, Inc. 1995 Incentive Plan**
         10.6    Great American Bancorp, Inc. 1995 Incentive Plan***
                 (as amended and restated as of January 13, 1997)
         11.0    Computation of earnings per share (filed herewith)
         13.0    2000 Annual Report to Stockholders (only portions
                 incorporated by reference filed herewith)
21.0 Subsidiary information is incorporated herein by reference
to "Part I - Subsidiaries"
         23.0    Consent of Independent Accountants

__________________

            *    Incorporated herein by reference into this document from the
                 Exhibits to Form S-1, Registration Statement, as amended,
                 filed on March 24, 1995, Registration No. 33-90614.

           **    Incorporated herein by reference into this document from the
                 Registrant's Proxy Statement for the Annual Meeting of
                 Stockholders held on February 14, 1997 which was filed on
                 January 11, 1997 at Exhibit A.

          ***    Incorporated herein by reference into this document from the
                 Registrant's Report on Form 10-KSB for the fiscal year ended
                 December 31, 1997.

     (b)    Reports on Form 8-K

On October 18, 2000, the Registrant filed a Current Report on
Form 8-K under Items 5 and 7, incorporating by reference a press
release dated October 17, 2000, relating to the Registrant's
unaudited results for the nine months ended September 30, 2000.



                           SIGNATURES

   Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                        GREAT AMERICAN BANCORP, INC.

Date:    March 29, 2001               /s/ George R. Rouse
     -----------------------          -------------------------------
                                      George R. Rouse
                                      President, Chief Executive
                                      Officer and Director

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated.

Date:    March 29, 2001               /s/ George R. Rouse
     -----------------------          -------------------------------
                                      George R. Rouse
                                      President, Chief Executive
                                      Officer and Director

Date:
     -----------------------          -------------------------------
                                      Morgan C. Powell
                                      Chairman of the Board
                                      of Directors

Date:    March 29, 2001               /s/ Clinton C. Atkins
     -----------------------          -------------------------------
                                      Clinton C. Atkins, Director

Date:    March 29, 2001               /s/ Ronald Kiddoo
     -----------------------          ------------------------
                                      Ronald Kiddoo, Director

Date:    March 29, 2001               /s/ Jack B. Troxell
     -----------------------          -------------------------------
                                      Jack B. Troxell, Director

Date:    March 29, 2001               /s/ Jane F. Adams
     -----------------------          -------------------------------
                                      Jane F. Adams
                                      Chief Financial Officer,
                                      Secretary and Treasurer
                                      (Principal Senior Accounting
                                      and Financial Officer)







                Exhibit 11.0  Computation of Earnings Per Share



Earnings per share

Earnings per share (EPS) were computed as follows
(dollar amounts in thousands except share data):

                                               Year Ended December 31, 2000
                                             -------------------------------
                                                        Weighted
                                                         Average   Per-Share
                                              Income      Shares     Amount
                                             -------------------------------
Basic Earnings Per Share

  Income available to common stockholders    $   983   1,065,224    $  0.92

Effect of Dilutive Securities
  Unearned incentive plan shares                          14,763

                                             -------------------------------
Diluted Earnings Per Share
  Income available to common stockholders
   and assumed conversion                    $   983   1,079,987    $  0.91
                                             ===============================


Options to purchase 180,101 shares of common stock at $14.22 were outstanding
at December, 31, 2000, but were excluded from the computation of the diluted
earnings per share because the options exercise price was greater than the
average market price of the common shares for 2000.


                                              Period Ended December 31, 1999
                                             -------------------------------
                                                        Weighted
                                                         Average    Per-Share
                                              Income      Shares     Amount
                                             -------------------------------
Basic Earnings Per Share
  Income available to common stockholders    $   644   1,207,068    $  0.53

Effect of Dilutive Securities
  Stock options                                              237
  Unearned incentive plan shares                          28,940
                                             -------------------------------
Diluted Earnings Per Share
  Income available to common stockholders
   and assumed conversion                    $   644   1,236,245    $  0.52
                                             ===============================





                  Exhibit 13.0   Annual Report to Shareholders

GREAT AMERICAN BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Table dollar amounts in thousands, except per share data)

Great American Bancorp, Inc. (the "Company") is based in east central
Illinois and is the parent company of First Federal Savings Bank of
Champaign-Urbana (the "Bank"). The Company was organized in 1995 for the
purpose of acquiring all of the capital stock of the Bank upon the Bank's
conversion from the mutual to the stock form of organization.  In 1995, the
Company sold 2,052,750 shares of common stock in an initial public offering
at $10 per share.  The Company purchased 100% of the outstanding capital
stock of the Bank using 50% of the $19.36 million in net proceeds generated
from the initial offering.

The Company originates loans and also purchases loans from the Bank, but
otherwise conducts no significant business except for through the Bank.  In
addition to traditional banking services, the Bank, through its subsidiary
Park Avenue Service Corporation ("PASC"), provides securities brokerage
services through a third-party broker-dealer, Scout Brokerage Services, Inc.,
and also engages in the sale of tax deferred annuities, and through the GTPS
Insurance Agency ("Agency") provides insurance related products to customers.
The Agency sells a variety of insurance products including life, health,
automobile, property and casualty insurance.  Refer to Note 20 - "Business
Industry Segments" of the Notes to the Consolidated Financial Statements for
financial information relating to the Company's industry segments, including
banking services and insurance/brokerage services.  All references to the
Company include the Bank and PASC, unless otherwise indicated.

Results of Operations

General

The Company recorded net income of $983,000 in 2000 which was $339,000, or
52.6%, higher than the $644,000 reported for 1999.  Basic earnings per share
increased $0.39, or 73.6%, from $0.53 in 1999 to $0.92 in 2000 and diluted
earnings per share increased $0.39, or 75.0%, from $0.52 per share in 1999 to
$0.91 in 2000.  The return on average assets was 0.63% for 2000 compared to
0.41% for 1999 and the return on average equity was 4.73% in 2000 compared to
2.86% for 1999.

Earnings were higher in 2000 due to an increase in net interest income of
$45,000, a reduction in the provision for loan losses of $273,000, and an
increase in noninterest income of $112,000, offset by an increase in
noninterest expense of $56,000 and an increase in income tax expense of
$35,000.

Net income increased in 2000 due in large part to a reduction in the
provision for loan losses.  The provision for loan losses was $300,000 in
2000 compared to $573,000 in 1999, a decrease of $273,000 or 47.6%.  The
higher provision in 1999 was primarily due to an increase in the monthly
provision for loan losses during 1999, mainly the result of a commercial loan
totaling $1.36 million becoming nonperforming in late 1998.  This loan was
placed in non-accrual status during the first quarter of 1999.

In January 1999, the borrower involved in this nonperforming loan filed
Chapter 11, or business reorganization bankruptcy.  In the second quarter of
1999, the reorganization plan changed to a liquidation of assets arrangement.
The loan is secured by business assets and guaranteed by the owner.  During
1999, the Company collected $185,000 in principal payments on this loan and
in December 1999, the Company charged-off $800,000.  During 2000, the Company
collected $26,000 in principal payments and in the third quarter of 2000, the
Company charged-off $90,000.  Subsequent to December 31, 2000, the Company
received payments on this loan totaling $144,000.  The remaining balance of
$115,000 continues as nonperforming.  Repayment of the remaining balance is
expected from the sale of business assets of the borrower and personal assets
of the guarantor.

Net income from banking services was $852,000 for the year ended December 31,
2000, an increase of $281,000, or 49.2%, from the $571,000 recorded for the
year ended December 31, 1999.  Net income from banking services was higher in
2000 due primarily to the reduction in the provision for loan losses of
$273,000.  Net interest income from banking services was also $45,000 higher
in 2000.  Noninterest income from banking services decreased $19,000 in 2000,
mainly service charges on deposit accounts and other miscellaneous income.
Noninterest expense from banking services was $21,000 higher in 2000,
primarily compensation expense, office building and furniture and fixture
expenses, offset by reductions in legal fees and deposit insurance expense.

Net income from insurance/brokerage services increased $58,000, from $73,000
in 1999 to $131,000 in 2000.  Total commission income increased $131,000, or
16.9% from $777,000 in 1999 to $908,000 in 2000.  Noninterest expenses
related to insurance/brokerage services increased $35,000, from $649,000 in
1999 to $684,000 in 2000, primarily due to an increase in salaries and
benefits expense.  Income tax expense associated with insurance/brokerage
services increased $38,000 in 2000.

Net Interest Income

Net interest income increased from $5.71 million in 1999 to $5.76 million in
2000, mainly due to growth in interest income from loans and investment
securities, offset by increases in interest expense on deposits and Federal
Home Loan Bank ("FHLB") advances.

Interest Income - Interest income was $11.37 million in 2000, an increase of
$340,000, or 3.1%, from the $11.03 reported in 1999.  Interest income from
loans receivable totaled $10.64 million in 2000, an increase of $480,000, or
4.7%, from the $10.16 million reported for 1999.  Interest income from
investment securities increased $178,000, from $290,000 in 1999 to $468,000
in 2000.  Interest income from deposits with financial institutions and other
institutions, which includes interest generated from interest-bearing demand
deposits, interest on balances maintained in the Federated Liquid Cash Fund
and dividends received on FHLB stock decreased from $578,000 in 1999 to
$256,000 in 2000.

Interest income from loans receivable increased in 2000 primarily due to
growth in average net loans.  The average balance of net loans increased from
$124.90 million in 1999 to $130.16 million in 2000, an increase of $5.26
million, or 4.2%.



The following schedule compares average total loan balances by major
categories:
                                 Average     Average
                                 Balance     Balance              Percentage
                                  2000        1999       Change     Change
----------------------------------------------------------------------------
One-to four-family
  mortgage loans                $ 73,610    $ 68,449    $ 5,161       7.5%
Multi-family mortgage loans       19,912      18,482      1,430       7.7
Commercial mortgage loans         18,326      16,064      2,262      14.1
Construction loans                 1,360       2,957     (1,597)    (54.0)
----------------------------------------------------------------------------
  Total real estate loans        113,208     105,952      7,256       6.8
Commercial loans                   6,363       8,890     (2,527)    (28.4)
Consumer loans                    11,414      11,237        177       1.6
----------------------------------------------------------------------------
  Total loans                    130,985     126,079      4,906       3.9
Allowance for loan losses           (827)     (1,181)       354     (30.0)
----------------------------------------------------------------------------
  Total loans, net              $130,158    $124,898    $ 5,260       4.2%
============================================================================

The growth in average total real estate loans occurred mainly as a result of
a stable local economy during 2000, accompanied by only a moderate increase
in general market interest rates.  The prime rate, a key indicator used by
the Bank in establishing interest rates charged to customers, increased from
8.50% in January 2000 to 9.50% by June 2000.  The prime rate remained at
9.50% throughout the remainder of 2000.  In January 2001, the prime rate
declined to 9.00% and further decreased to 8.50% in February 2001.

Average total construction loans decreased due to payoffs and loans
refinanced to one-to four-family mortgage loans during 2000.  Average total
commercial loans declined during 2000 due to the $800,000 charge-off during
December, 1999 and the payoff of one large loan totaling $1.54 million in
March 2000.  Average total consumer loans remained relatively unchanged
during 2000.

Average total investment securities were $6.25 million in 2000, an increase
of $2.3 million, or 58.2%, from the average $3.95 million maintained during
1999.  This growth was the primary reason for the increase in interest income
from investment securities in 2000.  During 2000, the Company had minimal
investment security activity:  a municipal security totaling $100,000 matured
and $209,000 in principal repayments were received on mortgage-backed
securities.  During 1999, the Company purchased $6.00 million in investment
securities, while only $2.45 million in securities matured or were called.
In 1999, the Company also received $66,000 in principal repayments on
mortgage-backed securities.  The securities acquired in 1999 included $3.00
million in mortgage-backed securities with maturities ranging from twenty to
thirty years and $3.00 million in Federal agency securities maturing in two
to three years.  The investment securities that matured or were called in
1999 included $2.00 million in Federal agency securities and $450,000 in
municipal securities.

Interest income earned on deposits with financial institutions and other
institutions, which includes Federated Liquid Cash Fund interest, declined in
2000 mainly due to decreases in average balances maintained with the FHLB and
Federated Liquid Cash Fund.  The average total balance of interest-bearing
demand deposits decreased $1.75 million, from $4.94 million in 1999 to $3.19
million in 2000.  The interest-bearing demand deposits maintained by the
Company during 2000 and 1999 were chiefly deposits used for short-term cash
needs and were primarily maintained at the FHLB.  The Federated Liquid Cash
Fund is used for depositing funds that may be required in the short-term.
The average balances of the Federated Liquid Cash Fund was $1.24 million in
2000, $6.13 million less than the $7.37 million maintained in 1999.

The average yield on interest-earning assets increased from 7.77% in 1999 to
8.02% in 2000, due mainly to the rise in short-term market interest rates
during 2000.  The yield on average interest-bearing demand deposits grew from
4.57% in 1999 to 5.64% in 2000, and the yield on the Federal Liquid Cash Fund
increased from 4.78% in 1999 to 6.15% in 2000.  The average yield on FHLB
stock also increased considerably, from 6.74% in 1999 to 7.37% in 2000.  The
yield on average investment securities increased from 6.05% in 1999 to 6.49%
in 2000 due to higher-yielding mortgage-backed securities purchased in June
1999.  The average yield on net loans was 8.18% in 2000, only slightly higher
than the average yield of 8.13% in 1999.

Interest Expense - Interest expense increased from $5.32 million in 1999 to
$5.61 million in 2000, an increase of $290,000, or 5.5%.  Interest expense on
deposits increased $160,000, or 3.3%, from $4.86 million in 1999 to $5.02
million in 2000.  Interest expense on certificates of deposit was $4.16
million in 2000, $100,000 higher than the $4.06 million recorded in 1999.
Interest expense on certificates of deposit was higher in 2000 due to a shift
from shorter-term certificates of deposits, those maturing in one year or
less, to longer-term certificates, mainly deposits maturing in from one to
three years.  In addition, due to the general rise in market interest rates
during 1999 and 2000, the Company increased the rates on new or renewing
certificates of deposit during late 1999 and in 2000.  Interest on insured
money market accounts ("IMMA") increased $65,000, or 24.4%, from $266,000 in
1999 to $331,000 in 2000.  This increase resulted from significant growth in
the Company's Club Fed IMMA.  Club Fed is an array of products and services
provided to customers that maintain required minimum balances.  Club Fed
customers receive a higher annual percentage yield on their IMMA deposits
than non Club Fed customers.  The average total balance of Club Fed IMMA
deposits increased $1.79 million, from $4.51 million in 1999 to $6.3 million
in 2000.


The following schedule compares average total deposit balances by major
categories.

                                   Average     Average
                                   Balance     Balance             Percentage
                                     2000        1999      Change    Change
-----------------------------------------------------------------------------
Insured money market deposits     $  9,946    $  8,783    $ 1,163      13.2%
Savings deposits                    14,441      15,141       (700)     (4.6)
NOW and other demand deposits       15,907      15,432        475       3.1
-----------------------------------------------------------------------------
  Total interest-bearing
    demand deposits                 40,294      39,356        938       2.4
-----------------------------------------------------------------------------
Certificates of deposit:
  Three months or less                 241         347       (106)    (30.6)
  Over three through six months     13,976      20,260     (6,284)    (31.0)
  Over six through twelve months    10,618      13,280     (2,662)    (20.0)
  Over one through three years      35,456      28,589      6,867      24.0
  Over three through five years      7,041       7,176       (135)     (1.9)
  Over five through ten years        5,288       5,572       (284)     (5.1)
-----------------------------------------------------------------------------
  Total certificates of deposit     72,620      75,224     (2,604)     (3.5)
-----------------------------------------------------------------------------
  Total interest-bearing
    deposits                       112,914     114,580     (1,666)     (1.5)

Noninterest-bearing
  demand deposits                    8,979       7,552      1,427      18.9
-----------------------------------------------------------------------------
  Total deposits                  $121,893    $122,132    $  (239)     (0.2)%
=============================================================================

Total average noninterest-bearing demand deposits increased as a result of
growth in both commercial checking accounts and personal checking accounts.
Average total commercial checking accounts increased from $2.10 million in
1999 to $2.93 million in 2000 due to partly to higher balances being
maintained in accounts opened before 1999 and partly due to several new
commercial checking accounts opened during 2000.  Ongoing marketing
strategies designed to promote the Company's free checking account product,
including "shrink-wrapped" advertising on a city bus, attributed to the
growth in personal checking accounts.  The average total balance in the free
checking category increased from $2.08 million in 1999 to $2.85 million in
2000.

Interest expense on FHLB advances increased $215,000, or 63.4%, from $339,000
in 1999 to $554,000 in 2000.  The Company increased its level of borrowings
during 2000 mainly to provide funding for loan growth and to purchase
treasury stock.  The Company was able to borrow funds from the FHLB at rates
lower than comparable certificates of deposit.  Total average FHLB advances
increased $3.11 million, or 43.0%, from $7.23 million in 1999 to $10.34
million in 2000.

Interest expense on interest-bearing liabilities other than deposits or FHLB
advances dropped by $80,000 in 2000, from $120,000 in 1999 to $40,000 in
2000.  In 1998, the Company sold $2.00 million in loans to a related party
under an agreement to repurchase.  The Company repaid these funds in August
1999.  The interest expense associated with this repurchase agreement totaled
$88,000 in 1999.

The average cost of interest-bearing liabilities increased from 4.29% in 1999
to 4.53% in 2000, due primarily to the shift in certificates of deposit to
longer-term higher rate certificates, the increase in certificate of deposit
offering rates during late 1999 and in 2000, the increase in Club Fed IMMA
deposits, and an increase in the rate on FHLB advances.  The average cost of
certificates of deposit grew from 5.39% in 1999 to 5.73% in 2000.  The rate
on IMMA deposits was 3.03% in 1999 and 3.33% in 2000.  The average cost of
FHLB advances was 4.69% in 1999 and 5.36% in 2000.

Net interest income was $5.71 million in 1999, a decrease of $170,000, or
2.9% from the $5.88 million recorded for 1998.  Interest income increased
only slightly from $11.02 million in 1998 to $11.03 million in 1999,
primarily interest income from investment securities.  Interest expense
increased from $5.14 million in 1998 to $5.32 million in 1999, an increase of
$180,000, or 3.5%, due mainly to higher interest expense on FHLB advances and
other borrowings.

Average Balance Sheet - The following table presents the average balance
sheet for the Company for the years ended December 31, 2000, 1999 and 1998,
the interest on interest-earning assets and interest-bearing liabilities and
the related average yield or cost.  The average balances are derived from
average daily balances.  The yields or cost are calculated by dividing income
or expense by the average balance of assets or liabilities, respectively, for
the years shown except where noted otherwise.  The yields and costs include
fees which are considered adjustments to yields.

<TABLE>
<CAPTION>
                                       Consolidated Average Balance Sheet

                                                                      Period Ended
                                     -------------------------------------------------------------------------------------
                                         December 31, 2000             December 31, 1999          December 31, 1998
                                     --------------------------    --------------------------   --------------------------
                                                       Average                      Average                       Average
                                     Average            Yield/     Average            Yield/     Average            Yield/
                                     Balance  Interest   Cost      Balance  Interest   Cost      Balance  Interest   Cost
                                     -------  -------- -------     -------  --------  ------     -------  --------  ------
<S>                                <C>         <C>      <C>      <C>         <C>     <C>       <C>         <C>     <C>
Assets
 Interest-earning assets:
  Interest-bearing demand deposits $   3,191   $   180    5.64%  $   4,941   $   226   4.57%   $   4,179   $   206   4.93%
  Federated Liquid Cash Fund           1,236        76    6.15       7,368       352   4.78        7,486       396   5.29
  Investment securities, net (1)       6,253       406    6.49       3,949       239   6.05        3,192       189   5.92
  Loans, net (2)                     130,158    10,642    8.18     124,898    10,157   8.13      119,486    10,183   8.52
  FHLB stock                             841        62    7.37         757        51   6.74          665        44   6.62
                                  ----------------------------------------------------------------------------------------
   Total interest-earning assets     141,679    11,366    8.02%    141,913    11,025   7.77%     135,008    11,018   8.16%
Noninterest-earning assets            14,449                        14,687                        14,536
                                  ----------------------------------------------------------------------------------------
   Total assets                    $ 156,128                     $ 156,600                     $ 149,544
                                  ========================================================================================

Liabilities and Stockholders' Equity
 Interest-bearing liabilities:
  Insured money market deposits    $   9,946   $   331    3.33%  $   8,783   $   266   3.03%   $   7,577   $   221   2.92%
  Savings deposits                    14,441       289    2.00      15,141       304   2.01       14,912       298   2.00
  NOW and other demand deposits       15,907       237    1.49      15,432       230   1.49       14,259       221   1.55
  Certificates of deposit             72,620     4,160    5.73      75,224     4,056   5.39       73,485     4,218   5.74
                                  ----------------------------------------------------------------------------------------
   Total deposits                    112,914     5,017    4.44     114,580     4,856   4.24      110,233     4,958   4.50
  Loans sold under repurchase
    agreements                            --        --      --       1,422        88   6.19        1,167        68   5.83
  Federal Home Loan bank advances     10,341       554    5.36       7,234       339   4.69        1,776        84   4.73
  Other interest-bearing
    liabilities                          604        40    6.62         570        32   5.61          513        31   6.04
                                  ----------------------------------------------------------------------------------------
   Total interest-bearing
     liabilities                     123,859     5,611    4.53%    123,806     5,315   4.29%     113,689     5,141   4.52%
 Noninterest-bearing liabilities      11,483                        10,239                         9,983
                                  ----------------------------------------------------------------------------------------
   Total liabilities                 135,342                       134,045                       123,672
 Stockholders' equity                 20,786                        22,555                        25,872
                                  ----------------------------------------------------------------------------------------
   Total liabilities and
     stockholders' equity          $ 156,128                     $ 156,600                     $ 149,544
                                  ========================================================================================
Net interest rate spread (3)                   $ 5,755    3.49%              $ 5,710   3.48%               $ 5,877   3.64%
                                  ========================================================================================
Net interest margin (4)                                   4.06%                        4.02%                         4.35%
                                  ========================================================================================
Ratio of interest-earning assets to
  interest-bearing liabilities                          114.39%                      114.63%                       118.76%
                                  ========================================================================================
</TABLE

      (1)  Includes securities available for sale and unamortized discounts
           and premiums.  Municipal securities are not on a tax equivalent
           basis.
      (2)  Amount is net of deferred loan fees, loan discounts and premiums,
           loans in process, allowance for loan losses and nonperforming
           loans.
      (3)  Net interest rate spread represents the difference between the
           yield on average interest-earning assets and the cost of average
           interest-bearing liabilities.
      (4)  Net interest margin represents net interest income divided by
           average interest-earning assets.





     Rate/Volume Analysis - The following table presents the extent to which
changes in interest rates and changes in the volume of interest-earning
assets and interest-bearing liabilities have affected the Company's interest
income and expense during the periods indicated.  Information is provided in
each category with respect to (i) changes attributable to changes in volume
(changes in volume multiplied by prior rate); (ii) changes attributable to
changes in rate (change in rate multiplied by prior volume); and (iii) the
net change.  The changes attributable to the combined impact of volume and
rate have been allocated proportionately to the changes due to volume and the
changes due to rate.



</TABLE>
<TABLE>
<CAPTION>

                                              Year Ended                     Year Ended
                                           December 31, 2000              December 31, 1999
                                              Compared to                    Compared to
                                              Year Ended                     Year Ended
                                           December 31, 1999              December 31, 1998
                                      --------------------------     ---------------------------
                                           Increase                       Increase
                                          (Decrease)                     (Decrease)
                                            Due to                         Due to
                                      --------------------------     ---------------------------
                                       Volume     Rate      Net       Volume     Rate      Net

                                      --------------------------     ---------------------------
<S>                                    <C>       <C>      <C>        <C>       <C>      <C>
Interest-earning assets:
  Interest-bearing demand deposits     $  (91)  $   45   $  (46)     $   36     $ (16)  $    20
  Federated Liquid Cash Fund             (355)      79     (276)         (6)      (38)      (44)
  Investment securities, net              148       19      167          46         4        50
  Loans, net                              430       55      485         451      (477)      (26)
  FHLB stock                                6        5       11           6         1         7
                                      ----------------------------------------------------------
    Total interest-earning assets         (18)     359      341         550      (543)        7
                                      ----------------------------------------------------------

Interest-bearing liabilities:
  Insured money market deposits            37       28       65          36         9        45
  Savings deposits                        (14)      (1)     (15)          5         1         6
  NOW and other demand deposits             7       --        7          18        (9)        9
  Certificates of deposit                (144)     248      104          98      (260)     (162)
  Loans sold under repurchase
   agreements                             (88)      --      (88)         16         4        20
  FHLB advances                           161       54      215         256        (1)      255
  Other interest-bearing
   liabilities                              2        6        8           3        (2)        1
                                      ----------------------------------------------------------
    Total interest-bearing
      liabilities                           2      294      296         443      (269)      174
                                      ----------------------------------------------------------
    Net change in net interest
      income                           $  (20)  $   65   $   45      $  107    $ (274)  $  (167)
                                      ==========================================================
</TABLE>




Provision for Loan Losses

The provision for loan losses for the year ended December 31, 2000 was
$300,000 compared to $573,000 for the year ended December 31, 1999.  The
provision for both periods reflects management's analysis of the Company's
loan portfolio based on information which is currently available to it at
such time.  In particular, management considers the level of non-performing
loans and potential problem loans.  The higher provision for 1999 reflects an
increase in the monthly provision due to the $1.36 million commercial loan
becoming nonperforming during the fourth quarter of 1998.  Total charge-offs
for 2000 were $131,000 compared to $801,000 in 1999.  The 2000 and 1999
charge-offs included $90,000 and $800,000 of the $1.36 million loan,
respectively.  The remaining $41,000 in loans charged-off during 2000
included loans to two different commercial borrowers totaling $26,000 and
consumer loans with five separate consumer borrowers which totaled $15,000.
The remaining $1,000 charge-off in 1999 was related to consumer loans.  While
Company management believes that the allowance for loan losses is sufficient
based on information currently available to it, no assurances can be made
that future events, conditions, or regulatory directives will not result in
increased provisions for loan losses or additions to the allowance for loan
losses which may adversely affect net income.

Noninterest Income

Noninterest income totaled $1.64 million in 2000, compared to $1.52 million
in 1999, an increase of $120,000, or 7.9%, primarily due to growth in both
brokerage commissions and insurance sales commissions.

Brokerage commissions grew $54,000, or 35.5%, from $152,000 in 1999 to
$206,000 in 2000, due to growth in new customers and increased transaction
activity by existing brokerage customers.  Insurance sales commissions were
$702,000 in 2000 compared to $625,000 in 1999, an increase of $77,000, or
12.3%, primarily due to commissions generated from new customers.

Noninterest Expenses

Total noninterest expenses increased from $5.55 million in 1999 to $5.61
million in 2000, an increase of $60,000, or 1.0%, due primarily to increases
in salaries and employee benefits and net occupancy expenses, offset by
reductions in deposit insurance expense, legal and professional expenses and
other expenses.

Salaries and employee benefits totaled $3.06 million in 2000 and $2.91
million in 1999, reflecting an increase of $150,000, or 5.2%, in 2000.  The
higher expense for 2000 is due to normal salary raises and a bonus paid in
2000, offset by reductions in Employee Stock Option Plan ("ESOP") expense and
incentive plan expense.  Total salaries, including the bonus paid in 2000,
were $2.17 million in 2000 compared to $1.96 million in 1999, a difference of
$210,000, or 10.7%.  ESOP expense totaled $284,000 in 2000, a decrease of
$38,000, or 11.8%, from the $322,000 recorded in 1999.  ESOP expense was
lower in 2000 due to a decline in the average price of the Company's stock.
Incentive plan expense decreased from $221,000 in 1999 to $188,000 in 2000
due to adjustments recorded for terminated employees.

Net occupancy expenses increased from $567,000 in 1999 to $638,000 in 2000, a
difference of $71,000, or 12.5%.  The additional expense in 2000 was mainly
due to higher real estate taxes and depreciation expenses.  Real estate taxes
were $42,000 higher in 2000 due to the conclusion in 1999 of tax abatements
granted to the Company for building the main banking facility in an
enterprise zone.  Depreciation expense related to buildings was $21,000
higher in 2000 due to improvements made in 1999 to the offices of GTPS
Insurance Agency.

Deposit insurance expense declined $46,000, or 64.8%, from $71,000 in 2000 to
$25,000 in 1999, due to a reduction in Federal Deposit Insurance Corporation
("FDIC") assessment rates for 2000.  Legal and professional fees decreased
from $292,000 in 1999 to $230,000 in 2000, a decrease of $62,000, or 21.2%.
The decline in fees is mostly related to lower legal costs in 2000 associated
with the $1.36 million commercial loan which became nonperforming during the
fourth quarter of 1998.

Other miscellaneous expenses totaled $375,000 in 2000, a decrease of $36,000,
or 8.8%, from the $411,000 recorded in 1999, mainly annual meeting expenses,
franchise taxes and check forgery losses, offset by an increase in travel,
meals and entertainment.

Income Tax Expense

Total income tax expense was $497,000 in 2000, compared to $462,000 in 1999,
an increase of $35,000, or 7.6%.  The increase is attributable to higher
taxable income in 2000.  The effective tax rates for the years ended December
31, 2000 and 1999 were 33.6% and 41.8%.  The 2000 effective tax rate is lower
than the rate for 1999 due mainly to a higher level of state tax exempt
interest income from qualified Federal agency securities and an increase in
enterprise zone credits recorded.

Financial Condition

Total consolidated assets of the Company increased from $154.31 million as of
December 31, 1999 to $159.68 million as of December 31, 2000, an increase of
$5.37 million, or 3.5%.  The growth in assets occurred in loans, cash and
cash equivalents, FHLB stock and other assets, offset by decreases in
investment securities and premises and equipment.

Total assets associated with banking services increased $5.35 million, from
$154.20 million at December 31, 1999 to $159.55 million at December 31, 2000,
mainly net loans which grew $5.00 million, or 3.9%.  Cash and cash
equivalents related to banking services increased by $630,000 from December
31, 1999 to December 31, 2000 while investment securities decreased by
$278,000.  Total deposits related to banking services increased $750,000 and
total borrowings increased $6.00 million.  Total assets related to
insurance/brokerage services increased from $835,000 at December 31, 1999 to
$888,000 at December 31, 2000, primarily premiums receivable offset by
reductions in cash and cash equivalents and the excess of purchase price over
fair value of assets acquired.  Total liabilities related to
insurance/brokerage services decreased $78,000 from $263,000 at December 31,
1999 to $185,000 at December 31, 2000, due mainly to premiums due insurance
companies.

Total consolidated cash and cash equivalents increased $630,000, or 6.3%,
from $10.01 million at December 31, 1999 to $10.64 million at December 31,
2000, primarily the result of cash proceeds from FHLB borrowings and an
increase in deposits, net of loan originations and treasury stock
repurchases.

Total investment securities decreased $280,000, from $6.44 million at
December 31, 1999 to $6.16 million at December 31, 2000.  During 2000,
municipal securities totaling $100,000 matured and the Company also received
$209,000 in principal repayments on mortgage-backed securities.  At December
31, 2000, the Company held $2.72 million in mortgage-backed securities with
an average yield of 6.84%.  The final maturity for mortgage-backed securities
totaling $1.83 million is in 2029, while the remaining $890,000 mature in
2019.  The Company also held $3.01 million in Federal agency securities with
an average yield of 6.56% which mature in either 2002 or 2003.  The Company
also held $425,000 in municipal securities with an average yield of 3.74%
which mature in 2001.  The municipal securities are exempt from federal
income taxes.

Total net loans grew $5.00 million, or 3.9%, from $127.73 million at December
31, 1999 to $132.73 million at December 31, 2000.  The following schedule
shows the balances by loan category at December 31 of each year, along with
the change and percentage change:

                               Balance       Balance
                             December 31,  December 31,            Percentage
                                 2000          1999       Change     Change
-----------------------------------------------------------------------------
One-to four-family
  mortgage loans              $  77,001    $  70,310     $  6,691       9.5%
Multi-family mortgage loans      19,750       18,492        1,258       6.8
Commercial mortgage loans        17,480       18,399         (919)     (5.0)
Construction loans                1,221        1,919         (698)    (36.4)
-----------------------------------------------------------------------------
  Total real estate loans       115,452      109,120        6,332       5.8
Commercial loans                  6,569        7,747       (1,178)    (15.2)
Consumer loans                   11,599       11,564           35       0.3
-----------------------------------------------------------------------------
  Total loans                   133,620      128,431        5,189       4.0
Allowance for loan losses          (889)        (703)        (186)     26.5
-----------------------------------------------------------------------------
  Total loans, net            $ 132,731    $ 127,728     $  5,003       3.9%
=============================================================================

Steady to only moderately rising interest rates and a stable local economy
were factors in the growth of one-to four-family and multi-family mortgage
loans in 2000.  Also, approximately $2.17 million in construction loans were
refinanced as one-to four family-family during 2000.  The decrease in
commercial mortgage loans was due to one large payoff totaling $1.49 million
in July, 2000.  Construction loans declined due to loan payoffs exceeding
loan originations.  Commercial loans declined due to one large payoff
totaling $1.54 million in March, 2000.

The allowance for loan losses increased from $703,000 at December 31, 1999 to
$889,000 at December 31, 2000 due to the total provision recorded of
$300,000, offset by net charge-offs of $114,000.  The allowance for loan
losses is maintained to absorb loan losses based on management's continuing
review and evaluation of the loan portfolio and its judgment as to the impact
of economic conditions on the portfolio.

The following table sets forth the Company's allocation of the allowance for
loan losses by loan category and as a percentage of the total balance for
each specific loan category as of December 31, 2000 and 1999:

                                December 31, 2000         December 31, 1999
                              ---------------------     ---------------------
                              Balance    Percentage     Balance    Percentage
-----------------------------------------------------------------------------
One-to four-family
  mortgage loans              $   166       0.22%       $    74       0.11%
Multi-family mortgage loans       155       0.78             20       0.11
Commercial mortgage loans         164       0.94             19       0.10
Construction loans                 13       1.06              2       0.10
-----------------------------------------------------------------------------
  Total real estate loans         498       0.43            115       0.11
Commercial loans                   77       1.17            321       4.14
Consumer loans                    314       2.71            267       2.31
-----------------------------------------------------------------------------
  Total allowance for loan
    losses                    $   889       0.67%       $   703       0.55%
=============================================================================

The Company's methodology for assessing the appropriateness of the allowance
for loan losses consists of several key elements, which include the formula
allowance, specific allowances for identified problem loans, and the
unallocated allowance.

The formula allowance is calculated by applying loss factors to outstanding
loans and certain unused commitments, in each case based on the internal risk
classification of such loans, or commitments.  Changes in risk
classifications of both performing and nonperforming loans affect the amount
of the formula allowance.  Loss factors are based on the Company's historical
loss experience and industry averages and may be adjusted for significant
factors that, in management's judgement, affect the collectibility of the
portfolio as of the evaluation date.  In evaluating historical loss
experience, Company management reviews charge-off history for the prior ten
years for each category of loans.

Specific allowances are established in cases where management has identified
significant conditions or circumstances related to a credit that management
believes indicate the probability that a loss has been incurred in excess of
the amount determined by the application of the formula allowance.

The unallocated allowance is based upon management's evaluation of various
conditions, the effects of which are not directly measured in the
determination of the formula and specific allowances.  The evaluation of the
inherent loss with respect to these conditions is subject to a higher degree
of uncertainty because they are not identified with specific credits.  The
conditions evaluated in connection with the unallocated allowance may include
existing general economic and business conditions affecting the Company's key
lending areas, credit quality trends, collateral value, loan volumes and
concentrations, seasoning of the loan portfolio, specific industry conditions
within portfolio segments, recent loss experience in particular segments of
the portfolio, duration of the current business cycle and bank regulatory
examination results.

The following table sets forth the composition of the allowance for loan
losses by each loan category as of December 31, 2000 and 1999:

                             As of December 31, 2000
                             -----------------------

                                Formula    Specific    Unallocated     Total
----------------------------------------------------------------------------
One-to four-family
  mortgage loans                $   153     $   --       $   13      $   166
Multi-family mortgage loans         143         --           12          155
Commercial mortgage loans           151         --           13          164
Construction loans                   12         --            1           13
-----------------------------------------------------------------------------
  Total real estate loans           459         --           39          498
Commercial loans                     69          8           --           77
Consumer loans                      275         19           20          314
-----------------------------------------------------------------------------
  Total allowance for loan
    losses                      $   803     $   27       $   59      $   889
=============================================================================

                             As of December 31, 1999
                             -----------------------

                                Formula    Specific    Unallocated     Total
----------------------------------------------------------------------------
One-to four-family
  mortgage loans                $    74     $   --       $   --      $    74
Multi-family mortgage loans          20         --           --           20
Commercial mortgage loans            19         --           --           19
Construction loans                    2         --           --            2
-----------------------------------------------------------------------------
  Total real estate loans           115         --           --          115
Commercial loans                    124         33          164          321
Consumer loans                      159         25           83          267
-----------------------------------------------------------------------------
  Total allowance for loan
    losses                      $   398     $   58       $  247      $   703
=============================================================================

During 2000, the Company increased the formula allocation for total real
estate loans mostly due to growth in real estate loans.  The allocation for
commercial loans declined during 2000 due partly to transfers from the
allocation for commercial loans to the allocation for real estate loans,
mainly due to a decrease in total commercial loans.  Also, the Company
charged off $131,000 in commercial loans during 2000.

The ratios of the Company's allowance for loan losses to total nonperforming
loans were 289.6% and 150.2% at December 31, 2000 and 1999, respectively.
Company management and the Board of Directors perform ongoing reviews of the
loan portfolio in order to identify nonperforming loans and potential problem
loans.  In performing its reviews, management classifies nonperforming and
potential problem loans as either substandard, doubtful, loss or watch loans.
A loan is considered substandard if it is inadequately protected by the
current net worth and paying capacity of the borrower or of the collateral
pledged, if any.  Substandard loans include those characterized by the
distinct possibility that the Company will sustain some loss if the
deficiencies are not corrected.  Loans classified as doubtful have all of the
weaknesses inherent in those classified as substandard with the added
characteristic that the weaknesses present make collection or liquidation in
full, on the basis of currently existing facts and conditions, highly
questionable and improbable.  Loans classified as loss are those considered
uncollectible and of such little value that their continuance as loans
without the establishment of a specific loss reserve is not warranted.  Loans
which do not currently expose the Company to sufficient risk to warrant
classification in one of the categories described above but possess
weaknesses are classified as watch.  The total of internally classified loans
equals the sum of nonperforming loans, which are loans past due 90 days or
more and nonaccruing loans, and potential problem loans.

Total classified loans at December 31, 2000 and 1999 are summarized as
follows:


December 31                                            2000             1999
----------------------------------------------------------------------------
Watch                                             $      84       $      208
Substandard                                             360              350
Doubtful                                                 53              116
----------------------------------------------------------------------------
  Total classified loans                          $     497       $      674
============================================================================
Nonperforming                                     $     307       $      468
Potential problem loans                                 190              206
----------------------------------------------------------------------------
  Total classified loans                          $     497       $      674
============================================================================
Impaired loans                                    $     406       $      537
============================================================================

There were no loans considered loss as of December 31, 2000 or December 31,
1999.  Impaired loans include loans where, based on current information and
events, it is probable that the Company will be unable to collect all amounts
due according to the contractual terms of the loan agreement.  If the present
value of expected future cash flows, or in certain instances the observable
market price of the loan or the fair value of the underlying collateral, is
less than the recorded investment in the loan, then the Company recognizes an
impairment by adjusting the allowance for loan losses with a corresponding
charge to the provision for loan losses.  The allowance for impaired loans
included in the Company's allowance for loan losses was $48,000 and $102,000
at December 31, 2000 and 1999, respectively.  All loans considered impaired
at December 31, 2000 and 1999 were included in total classified loans.

Total classified assets decreased $177,000 or 26.3%, from $674,000 at
December 31, 1999 to $497,000 at December 31, 2000.  This decrease was partly
due to the payoff of two residential mortgage loans totaling $60,000 during
2000.  Also, the Company collected $26,000 in principal payments and charged-
off $90,000 of the $1.36 million commercial loan which became nonperforming
in the fourth quarter of 1998.  During 1999, the Company received payments
totaling $185,000 related to this loan and charged off $800,000.  In January
1999, the borrower involved in this nonperforming loan filed Chapter 11, or
business reorganization, bankruptcy.  In the second quarter of 1999, the
reorganization plan changed to a liquidation of assets arrangement.  The loan
is secured by business assets and guaranteed by the owner.  On December 31,
2000, the balance of this loan was $259,000 and was classified as substandard
and considered impaired.  Subsequent to December 31, 2000, the Company
collected $144,000 in principal payments on this loan.  The remaining balance
of the loan is $115,000 with repayment expected from the sale of business
assets of the borrower and personal assets of the guarantor.  Company
management continues to work closely with attorneys to determine appropriate
actions regarding this loan.  The loan remains in nonaccrual status.

Besides the $259,000 remaining from the $1.36 million loan, classified loans
at December 31, 2000 include loans to one commercial borrower totaling
$115,000.  These loans were also classified at December 31, 1999, with the
balance totaling $125,000 on December 31, 1999.  The borrower was current
under the terms of his loan agreements as of December 31, 2000.

Also included in classified assets at December 31, 2000 were consumer loans
to seven borrowers totaling $68,000 and residential mortgage loans to five
customers totaling $55,000.  The majority of these loans are substantially
secured and the Company anticipates that the loans will be repaid
satisfactorily either from repayment by the customer or from the sale of the
underlying collateral.

Total premises and equipment decreased $390,000 from $7.19 million at
December 31, 1999 to $6.80 million at December 31, 2000, primarily due to
depreciation expense exceeding asset acquisitions.  Fixed asset purchases
totaled $243,000 in 2000 and depreciation expense was $629,000.  In 2000,
fixed assets acquired included an ATM machine, postage machine, copier, and
various computer hardware and software, including virus and intrusion network
software.

Other assets were $2.45 million at December 31, 2000 compared to $2.17
million at December 31, 1999, an increase of $280,000.  Insurance premiums
receivable at the Agency increased $188,000 from $104,000 at December 31,
1999 to $292,000 at December 31, 2000, partly due to new business generated.
Approximately $103,000 of the increase is due to one commercial customer that
had a large credit balance at December 31, 1999 due to prepayments.  Deferred
income taxes were $125,000 in 2000, compared to $56,000 in 1999.  Prepaid
expenses and other assets were $73,000 higher at December 31, 2000, primarily
prepaid maintenance expense related to the Company's core data processing
system.  The unamortized balance of the excess of the purchase price over the
tangible net assets acquired relating to the acquisition of the Agency
decreased $27,000 in 2000.  Amortization expense of $44,000 reduced this
balance, offset by a $17,000 adjustment to the purchase price of insurance
business acquired


Total deposits increased by $840,000, from $122.85 million at December 31,
1999 to $123.69 million at December 31, 2000.  The following table summarizes
the balances of deposits at December 31, 2000 and 1999, the change in the
balances and the percentage change:

                               Balance       Balance
                             December 31,  December 31,            Percentage
                                 2000          1999       Change     Change
-----------------------------------------------------------------------------
Noninterest bearing
 checking accounts            $  11,573    $   8,565     $  3,008      35.1%

Interest bearing:
 NOW accounts                    16,885       15,910          975       6.1
 IMMA accounts                    9,850        9,332          518       5.6
 Savings accounts                14,029       14,705         (676)     (4.6)
 Certificates of deposit         71,348       74,333       (2,985)     (4.0)
-----------------------------------------------------------------------------
  Total interest
   bearing deposits             112,112      114,280       (2,168)     (1.9)
-----------------------------------------------------------------------------
  Total deposits              $ 123,685    $ 122,845     $    840       0.7%
=============================================================================

Noninterest bearing demand deposits increased as a result of growth in both
commercial checking accounts and personal checking accounts.  Total
commercial checking accounts increased from $2.07 million at December 31,
1999 to $3.64 million at December 31, 2000, mainly due to several new
commercial checking accounts opened during 2000.  Ongoing marketing
strategies designed to promote the Company's free checking account, including
"shrink-wrapped" advertising on a city bus, attributed to the growth in
personal checking accounts.  The total balance in the free checking category
increased from $2.36 million at December 31, 1999 to $3.44 million at
December 31, 2000.  The total of the Bank's official checking accounts, which
is included as part of noninterest bearing demand deposits, was also $318,000
higher at December 31, 2000 due to several large outstanding checks issued in
late December.

Both regular personal NOW accounts and the Company's Club Fed NOW product
experienced growth in 2000.  Regular NOW deposits increased by $783,000 from
December 31, 1999 to December 31, 2000, while total Club Fed NOW accounts
increased by $400,000.  The growth in NOW deposits was primarily due to
higher balances being maintained by customers.  The total number of accounts
did not change significantly.  Total Club Fed IMMA deposits increased by
$1.44 million from December 31, 1999 to December 31, 2000, while regular IMMA
accounts declined $920,000.  The Company's Club Fed products provide enhanced
services to customers including a higher rate of interest for maintaining
required minimum balances.

Certificates of deposit categories with the largest declines from December
31, 1999 to December 31, 2000 included the six month, one year, thirty month
and four year categories.  Total six month certificates of deposit dropped
$6.24 million from December 31, 1999 to December 31, 2000, one year
certificates declined $4.01 million, thirty month certificates decreased $1.5
million, and four year certificates dropped $1.30 million.  Total eighteen
month certificates of deposit increased $7.30 million from December 31, 1999
to December 31, 2000 and two year certificates increased $3.25 million,
primarily due to deposit promotions held during 2000 for these categories.

FHLB advances increased $6.0 million, from $8.00 million at December 31, 1999
to $14.00 million at December 31, 2000 due to additional borrowings in 2000.
The following schedule presents FHLB advances at December 31, 2000, by
maturity date:

  Date                     Fixed                          First
   of          Interest      or         Maturity          Call
 Advance         Rate     Variable        Date            Date         Amount
-----------------------------------------------------------------------------
November 2000    6.88%     Fixed      January 2001     non callable   $ 2,000
October  2000    6.74      Fixed      April   2001     non callable     1,500
October  2000    6.70     Variable    October 2001     non callable     1,500
December 2000    5.97      Fixed      June    2002     non callable     1,000
October  2000    6.58     Variable    October 2002     non callable     3,000
January  2000    4.30      Fixed      October 2008     October 2001     5,000
                                                                      -------
                                                                      $14,000
                                                                      =======

Proceeds from advances have provided liquidity for loans and treasury stock
purchases.  In January 2001, the Company borrowed an additional $5.00 million
at 4.55%, fixed for ten years, callable by the FHLB after one year.

Other liabilities increased by $70,000 from $1.69 million at December 31,
1999 to $1.76 million at December 31, 2000.  Deferred directors compensation,
insurance and real estate taxes held in escrow for loan customers, accrued
post retirement benefit obligation and Agency premiums due insurance
companies were all higher at December 31, 2000.  Refer to Note 6 -- "Other
Assets and Liabilities" of the Notes to the Consolidated Financial Statements
for a summary schedule of other liabilities.  Contracts payable related to
insurance business acquired was $70,000 lower at December 31, 2000 compared
to the balance owed at December 31, 1999.

Total stockholders' equity declined from $21.77 million at December 31, 1999
to $20.23 million at December 31, 2000, a decrease of $1.54 million, or 7.1%.
This decline resulted from net income of $983,000, plus ESOP and incentive
plan shares earned of $284,000 and $188,000, respectively, and $18,000 from
the increase in the unrealized gain on securities available for sale less
$463,000 in dividends declared and $2.55 million in treasury stock purchased.

In September 2000, the Company announced a 5% common stock repurchase program
which was equal to 52,425 shares.  In February 2001, the Company completed
the purchase of these shares at an average price of $14.96 per share.  Also
in February 2001, the Company announced plans to repurchase an additional 10%
of the Company's common stock, or 98,608 shares.  As of February 28, 2001,
the Company had repurchased 6,975 shares related to this latest stock
repurchase program.  All repurchased shares will be held as treasury shares
to be used for general corporate purposes.

Liquidity and Capital Resources

The Company's primary sources of funds are deposits, principal and interest
payments on loans and proceeds from FHLB advances.  While maturities and
scheduled amortization of loans are predictable sources of funds, deposit
flows and mortgage prepayments are greatly influenced by general interest
rates, economic conditions, and competition.  The Bank is subject to required
minimum liquidity ratios as established by the OTS, the Bank's primary
regulator.  These ratios are based upon a percentage of deposits and short-
term borrowings.  The ratio may vary at the direction of the OTS depending
upon economic conditions and deposit flows and is currently 4%.  The Bank's
liquidity ratios were 7.37% and 8.27% at December 31, 2000 and 1999,
respectively.  The Company is not required to maintain a minimum level of
regulatory liquidity.

The primary investment activity of the Company is the origination of mortgage
loans, commercial and consumer loans, and the purchase of mortgage-backed and
Federal agency securities.  Asset acquisitions during the year ended December
31, 2000 were primarily funded by deposits and FHLB advances.  Asset
acquisitions during the year ended December 31, 1999 were primarily funded by
a decrease in cash and cash equivalents, deposits, and FHLB advances.

A review of the Consolidated Statement of Cash Flows included in the
accompanying financial statements shows that the Company's cash and cash
equivalents ("cash") increased $630,000 during 2000 and decreased $11.80
million in the year ended December 31, 1999.  Cash increased in 2000 due to
net cash provided by operating activities of $2.12 million and net cash
provided by financing activities of $3.81 million, offset by net cash used by
investing activities of $5.30 million.  Cash provided by operating activities
included net income of $983,000, plus non cash adjustments to net income
including the provision for loan losses of $300,000, depreciation and
amortization of $673,000, ESOP expense of $284,000 and incentive plan expense
of $188,000.  Net cash provided by financing activities included the $3.83
million increase in noninterest-bearing, interest bearing demand and savings
deposits and $9.00 million generated from FHLB advances, offset by the $2.99
million decline in certificates of deposit, $3.00 million in FHLB advances
that matured or were called in 2000, $480,000 in cash dividends paid, and the
purchase of treasury stock totaling $2.55 million.  Cash used by investing
activities included the $5.28 million net change in loans, $78,000 purchase
of FHLB stock and $243,000 in purchases of premises and equipment, offset by
proceeds from maturing securities held to maturity of $100,000 and principal
repayments of mortgage-backed securities totaling $209,000.

Cash decreased in the year ended December 31, 1999 due to net cash used by
investing activities of $10.34 million and net cash used by financing
activities of $3.74 million, offset by net cash provided by operating
activities of $2.28 million.  Net cash used by investing activities included
$6.00 million in investment purchases, offset by proceeds from maturing and
called investment securities of $2.45 million, and the $6.55 million increase
in net loans, which is primarily loan originations net of principal
repayments.  Cash used by financing activities included the $1.26 million
decrease in certificates of deposit, $2.0 million repayment of loans sold
under repurchase agreements, $545,000 in cash dividends paid, and the
purchase of treasury stock totaling $2.02 million, offset by the $1.08
million increase in noninterest-bearing, interest bearing demand and savings
deposits and $1.00 million in proceeds from FHLB advances.  Cash provided by
operating activities included net income of $644,000, plus non cash
adjustments to net income including the provision for loan losses of
$573,000, depreciation and amortization of $682,000, ESOP expense of $322,000
and incentive plan expense of $221,000.

At December 31, 2000, the Bank exceeded all of its regulatory capital
requirements with tangible capital and core capital both at $9.73 million or
6.5% of total adjusted tangible assets and risk-based capital at $10.59
million or 11.9% of total risk-weighted assets.  The required ratios are 1.5%
for tangible capital to tangible assets, 2.0% for core capital to total
adjusted tangible assets, 4.0% for core capital to adjusted total assets and
8.0% for risk-based capital to risk-weighted assets.  See Note 13 --
"Regulatory Capital" in the accompanying Notes to Consolidated Financial
Statements for the Bank's capital calculations as of December 31, 2000 and
1999.

The Company's most liquid assets are cash and cash equivalents.  The level of
cash and cash equivalents is dependent on the Company's operating, financing,
lending and investing activities during any given period.  At December 31,
2000, cash and cash equivalents totaled $10.64 million.  The Company's future
short-term requirements for cash are not expected to significantly change.
However, in the event that the Company should require funds beyond its
ability to generate them internally, additional sources of funds are
available, such as FHLB advances.  With no parent company debt and sound
capital levels, the Company has several options for longer-term cash needs,
such as for future expansion and acquisitions.

Management is not aware of any current recommendations or government
proposals which if implemented would have a material effect on the Company's
liquidity, capital resources or operations.

Management of Interest Rate Risk

The principal objective of the Company's interest rate risk management
function is to evaluate the interest rate risk included in certain balance
sheet accounts, determine the level of risk appropriate given the Company's
business focus, operating environment, capital and liquidity requirements and
performance objectives, establish asset concentration guidelines and manage
the risk consistent with Board-approved guidelines.  Through such management,
the Company seeks to reduce the vulnerability of its operations to changes in
interest rates and to manage the ratio of interest rate sensitive assets to
interest rate sensitive liabilities within specified maturities or repricing
dates.  The Company's Board of Directors has established an Asset/Liability
Committee consisting of management officers, which is responsible for
reviewing the Company's asset/liability policies and interest rate risk
position.  Such committee generally meets on a quarterly basis, and at other
times as dictated by market conditions, and reports to the Board of Directors
after each such meeting.

The Company's interest rate risk strategy primarily consists of: (i)
emphasizing the attraction and retention of core deposits, which tend to be a
more stable source of funding; (ii) emphasizing the origination of adjustable
rate mortgage loan products and short-term commercial loans, the origination
of which is largely dependent on the market demand for such loans; (iii) when
market conditions are favorable and in consideration of the regulatory
requirements relating to required levels of residential loans which must be
maintained by the Bank, selling fixed-rate one- to four-family mortgage
loans; and (iv) investing primarily in short-term U.S. Government securities.
As a traditional thrift lender, the Company has a significant amount of its
earning assets invested in fixed-rate mortgages with contractual maturities
greater than one year.  At December 31, 2000, an aggregate of $64.94 million,
or 40.7% of total assets, were invested in such assets.


The following table sets forth the amounts of interest-earning assets and
interest-bearing liabilities outstanding at December 31, 2000 which mature or
reprice in the periods shown.  Except as stated in the table, the amount of
assets and liabilities shown which reprice or mature during a particular
period were determined in accordance with the earlier of term to repricing or
the contractual maturity

<TABLE>
<CAPTION>

 Interest Rate Sensitivity (in thousands)
 At December 31, 2000
                                                           Over One      Over Three     Over Six
                                                            Month          Months        Months
                                              Within       Through        Through        Through
                                               One          Three           Six          Twelve      Over One
                                              Month         Months         Months        Months        Year         Total
                                            --------------------------------------------------------------------------------
<S>                                         <C>           <C>             <C>          <C>          <C>            <C>
Interest-earning assets:
  Interest-bearing demand deposits          $   4,539     $     --        $     --     $     --     $      --      $   4,539
  Investment securities, net (1)                  444           38              57          114         6,399          7,052
  Loans, net (2)                                4,559        4,876           4,224        8,916       110,156        132,731
                                            --------------------------------------------------------------------------------
    Total interest-earning assets           $   9,542     $  4,914        $  4,281     $  9,030     $ 116,555      $ 144,322
                                            ================================================================================
Interest-bearing liabilities:
  NOW, savings and insured
    money market deposits                   $  40,764     $     --        $     --     $     --     $      --      $  40,764
  Certificates of deposit                       4,470        6,408          14,092       21,010        25,368         71,348
                                            --------------------------------------------------------------------------------
    Total interest-bearing deposits            45,234        6,408          14,092       21,010        25,368        112,112
  FHLB advances and other
    interest-bearing liabilities (3)            2,000           --           1,500        6,500         4,652         14,652
                                            --------------------------------------------------------------------------------
    Total interest-bearing liabilities         47,234        6,408          15,592       27,510        30,020        126,764
                                            --------------------------------------------------------------------------------
Excess (deficiency) of interest-earning
  assets over interest-bearing liabilities  $ (37,692)    $ (1,494)       $(11,311)    $(18,480)    $  86,535      $  17,558
                                            ================================================================================
Cumulative excess (deficiency) of
  interest-earning assets over interest-
  bearing liabilities                       $ (37,692)    $(39,186)       $(50,497)    $(68,977)    $  17,558      $  17,558
                                            ================================================================================
Cumulative interest-earning assets
 divided by interest-bearing liabilities          .20          .27             .27          .29          1.14           1.14
                                            ================================================================================
</TABLE>

(1) Includes FHLB stock and reflects repricing, contractual maturity or
    anticipated call date.
(2) Loans are placed in the various interest-sensitive periods based on
    historical prepayment tendencies as well as contractual terms.
(3) FHLB advances reflect contractual maturity or anticipated call date

The Company tends to be liability sensitive due to the levels of short-term
NOW, savings and insured money market deposits maintained.  However, the
effect of rate increases on these deposits, which are mainly core retail
deposits, tends to lag behind the change in market rates.  This lag generally
lessens the negative impact on net interest income during a period of rising
interest rates.  Based on the information provided in the table, assuming no
management intervention, the effect of an increase in interest rates of 100
basis points would reduce annualized net interest income by approximately
$377,000 in the one month category or approximately $392,000 in the three
month category.  A decrease in interest rates would have the opposite effect.

Management believes that the assumptions used to evaluate interest rate
sensitivity approximate actual experience and considers this method a
reasonable tool; however, the interest rate sensitivity of the Company's
assets and liabilities and the estimated effects of changes in interest rates
on net interest income could vary substantially if different assumptions were
used or actual experience differs from the historical experiences on which
these assumptions were based.

Current Accounting Issues

During 1998, the Financial Accounting Standards Board ("FASB") issued
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities."  This Statement requires companies to record derivatives on the
balance sheet at their fair value.  Statement No. 133 also acknowledges that
the method of recording a gain or loss depends on the use of the derivative.

The new Statement applies to all entities.  If hedge accounting is elected
by the entity, the method of assessing the effectiveness of the hedging
derivative and the measurement approach of determining the hedge's
ineffectiveness must be established at the inception of the hedge.

Statement No. 133 amends Statement No. 52 and supercedes Statements No. 80,
105 and 119.  Statement No. 107 is amended to include the disclosure
provisions about the concentrations of credit risk from Statement No. 105.
Several Emerging Issues Task Force consensuses are also changed or modified
by the provisions of Statement No. 133.

Statement No. 137 amended the effective date of Statement No. 133 to fiscal
years beginning after June 15, 2000.  The Statement may not be applied
retroactively to financial statements of prior periods.  The adoption of the
Statement will have no material impact on the Corporation's financial
condition or result of operations.

In October 1998, the FASB issued Statement No. 134, "Accounting for Mortgage-
Backed Securities Retained After the Securitization of Mortgage Loans Held
for Sale by a Mortgage Banking Enterprise" which amends Statement No. 65,
"Accounting for Certain Mortgage Banking Activities."  This Statement
conforms the subsequent accounting for securities retained after the
securitization of mortgage loans by a mortgage banking enterprise with the
accounting for such securities by a non-mortgage banking enterprise.  This
Statement is effective for the first quarter beginning after December 15,
1998, and did not have any impact on the Company's financial position or
results of operations as the Company does not currently securitize mortgage
loans.

In September 2000, the FASB issued Statement No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities."  This Statement replaces Statement No. 125.  This Statement is
also effective for the recognition and reclassification of collateral and for
disclosures relating to securitization transactions.  This Statement is
effective for fiscal years ending after December 15, 2000.  The adoption of
this Statement did not have any impact on the Company's financial position or
results of operation.

Forward-Looking Statements

In addition to historical information, this Annual Report may include certain
forward-looking statements based on current management expectations.  The
Company's actual results could differ materially from those management
expectations.  Factors that could cause future results to vary from current
management expectations include, but are not limited to, general economic
conditions, legislative and regulatory changes, monetary and fiscal policies
of the federal government, changes in tax policies, rates and regulations of
federal, state and local tax authorities, changes in interest rates, deposit
flows, the cost of funds, demand for loan products, demand for financial
services, competition, changes in the quality or competition, changes in the
quality or composition of the Bank's loan and investment portfolios, changes
in accounting principles, policies or guidelines, and other economic,
competitive, governmental and technological factors affecting the Company's
operations, markets, products, services and prices.  Further description of
the risks and uncertainties to the business are included in detail in Item 1,
"Business" of the Company's 2000 Form 10-KSB.  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.






                  Independent Auditor's Report



To the Stockholders and
Board of Directors
Great American Bancorp, Inc.
Champaign, Illinois


We have audited the accompanying consolidated balance sheet of Great American
Bancorp, Inc. and subsidiary as of December 31, 2000 and 1999, and the
related consolidated statements of income, comprehensive income,
stockholders' equity, and cash flows for the years then ended.  These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements described above present
fairly, in all material respects, the consolidated financial position of
Great American Bancorp, Inc. and subsidiary as of December 31, 2000 and 1999,
and the results of their operations and their cash flows for the years then
ended in conformity with generally accepted accounting principles.


/s/ Olive LLP


Champaign, Illinois
February 2, 2001



<TABLE>
<CAPTION>
GREAT AMERICAN BANCORP, INC. AND SUBSIDIARY
Consolidated Balance Sheet (in thousands, except share data)


December 31                                                     2000             1999
-------------------------------------------------------------------------------------
<S>                                                        <C>             <C>
Assets
Cash and due from banks                                    $   6,104       $    5,560
Interest-bearing demand deposits                               4,539            4,453
                                                           --------------------------
      Cash and cash equivalents                               10,643           10,013

Investment securities
  Available for sale                                           3,009            2,977
  Held to maturity (fair value of $3,116 and $3,338)           3,153            3,463
                                                           --------------------------
      Total investment securities                              6,162            6,440
Loans, net of allowance for loan losses of $889 and $703     132,731          127,728
Premises and equipment                                         6,802            7,188
Federal Home Loan Bank stock                                     890              767
Other assets                                                   2,449            2,173
                                                           --------------------------
       Total assets                                        $ 159,677       $  154,309
                                                           ==========================
Liabilities
Deposits
  Noninterest bearing                                      $  11,573       $    8,565
  Interest bearing                                           112,112          114,280
                                                           --------------------------
      Total deposits                                         123,685          122,845
Federal Home Loan Bank advances                               14,000            8,000
Other liabilities                                              1,760            1,693
                                                           --------------------------
      Total liabilities                                      139,445          132,538
                                                           --------------------------
Commitments and Contingent Liabilities

Stockholders' Equity
Preferred stock, $0.01 par value
  Authorized and unissued - 1,000,000 shares                      --               --
Common stock, $0.01 par value
  Authorized - 7,000,000 shares
  Issued and outstanding - 2,052,750 shares                       21               21
Additional paid-in capital                                    20,036           19,968
Retained earnings                                             17,043           16,521
Accumulated other comprehensive income                             5              (13)
                                                            --------------------------
                                                              37,105           36,497
Less:
  Treasury stock, at cost - 1,014,250 and
    829,035 shares                                           (16,570)         (14,019)
  Unallocated employee stock ownership plan
    shares - 19,748 and 40,986 shares                           (197)            (410)
  Unearned incentive plan shares - 7,377 and
    20,626 shares                                               (106)            (297)
                                                            --------------------------
      Total stockholders' equity                              20,232           21,771
                                                            --------------------------
      Total liabilities and
        stockholders' equity                               $ 159,677       $  154,309
                                                            ==========================

</TABLE>

See notes to consolidated financial statements.



<TABLE>
<CAPTION>
GREAT AMERICAN BANCORP, INC. AND SUBSIDIARY
Consolidated Statement of Income (in thousands, except share data)


Year Ended December 31                                          2000             1999
--------------------------------------------------------------------------------------
<S>                                                        <C>               <C>
Interest Income
  Loans receivable                                         $  10,642         $ 10,157
  Investment securities
    Taxable                                                      451              262
    Tax exempt                                                    17               28
  Deposits with financial institutions and other                 256              578
                                                           --------------------------
        Total interest income                                 11,366           11,025
                                                           --------------------------
Interest Expense
  Deposits                                                     5,017            4,856
  Federal Home Loan Bank advances                                554              339
  Other                                                           40              120
                                                           --------------------------
        Total interest expense                                 5,611            5,315
                                                           --------------------------
Net Interest Income                                            5,755            5,710
  Provision for loan losses                                      300              573
                                                           --------------------------
Net Interest Income After
  Provision for Loan Losses                                    5,455            5,137
                                                           --------------------------
Noninterest Income
  Brokerage commissions                                          206              152
  Insurance sales commissions                                    702              625
  Service charges on deposit accounts                            560              567
  Loan servicing fees                                             16               19
  Other customer fees                                            145              144
  Other income                                                     6               16
                                                           --------------------------
         Total noninterest income                              1,635            1,523
                                                           --------------------------
Noninterest Expenses
  Salaries and employee benefits                               3,055            2,908
  Net occupancy expenses                                         638              567
  Equipment expenses                                             620              598
  Data processing fees                                            86              108
  Deposit insurance expense                                       25               71
  Printing and office supplies                                   271              282
  Legal and professional fees                                    230              292
  Directors and committee fees                                    98              100
  Insurance expense                                               45               48
  Marketing and advertising expenses                             167              169
  Other expenses                                                 375              411
                                                           --------------------------
          Total noninterest expenses                           5,610            5,554
                                                           --------------------------
Income Before Income Tax                                       1,480            1,106
  Income tax expense                                             497              462
                                                           --------------------------
Net Income                                                 $     983         $    644
                                                           ==========================
Basic Earnings per Share                                   $    0.92         $   0.53
                                                           ==========================
Diluted Earnings per Share                                 $    0.91         $   0.52
                                                           ==========================
Dividends per Share                                        $    0.44         $   0.44
                                                           ==========================

</TABLE>
See notes to consolidated financial statements.


<TABLE>
<CAPTION>
GREAT AMERICAN BANCORP, INC. AND SUBSIDIARY
Consolidated Statement of Comprehensive Income
(in thousands)

Year Ended December 31                                          2000             1999
--------------------------------------------------------------------------------------
<S>                                                        <C>               <C>
Net income                                                 $     983         $    644
Other comprehensive income, net of tax:
  Unrealized holding gains (losses) on securities
    available for sale arising during the period,
    net of income tax of $(13) and $9                             18              (14)
                                                          ---------------------------
Comprehensive income                                       $   1,001         $    630
                                                          ===========================
</TABLE>
See notes to consolidated financial statements

<TABLE>
<CAPTION>
GREAT AMERICAN BANCORP, INC. AND SUBSIDIARY
Consolidated Statement of Stockholders' Equity
(in thousands, except share data)


                                                                                                   Unallocated
                                                                           Accumulated               Employee    Unearned
                                                    Additional                Other                Stock Owner-  Incentive
                                            Common    Paid-in   Retained  Comprehensive  Treasury    ship Plan     Plan
                                             Stock    Capital   Earnings  Income (Loss)   Stock       Shares      Shares     Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>     <C>        <C>         <C>        <C>         <C>          <C>       <C>
Balances, January 1, 1999                    $  21   $ 19,877   $ 16,411    $      1   $(11,999)   $     (637)  $  (522)  $ 23,152
 Net income                                     --         --        644          --         --            --        --        644
 Cash dividends ($.44 per share)                --         --       (534)         --         --            --        --       (534)
 Other comprehensive loss, net of tax           --         --         --         (14)        --            --        --        (14)
 Employee stock ownership plan
  shares allocated                              --         95         --          --         --           227        --        322
 Incentive plan shares earned                   --         (4)        --          --         --            --       225        221
 Purchase of treasury stock                     --         --         --          --     (2,020)           --        --     (2,020)
 ----------------------------------------------------------------------------------------------------------------------------------
Balances, December 31, 1999                  $  21   $ 19,968   $ 16,521    $    (13)  $(14,019)   $     (410)  $  (297)  $ 21,771
 Net income                                     --         --        983          --         --            --        --        983
 Cash dividends ($.44 per share)                --         --       (461)         --         --            --        --       (461)
 Other comprehensive income, net of tax         --         --         --          18         --            --        --         18
 Employee stock ownership plan
  shares allocated                              --         71         --          --         --           213        --        284
 Incentive plan shares earned                   --         (3)        --          --         --            --       191        188
 Purchase of treasury stock                     --         --         --          --     (2,551)           --        --     (2,551)
-----------------------------------------------------------------------------------------------------------------------------------
Balances, December 31, 2000                  $  21   $ 20,036   $ 17,043    $      5   $(16,570)   $     (197)  $  (106)  $ 20,232
===================================================================================================================================

</TABLE>

See notes to consolidated financial statements

<TABLE>
<CAPTION>
GREAT AMERICAN BANCORP, INC. AND SUBSIDIARY
Consolidated Statement of Cash Flows (in thousands)


Year Ended December 31                                          2000              1999
--------------------------------------------------------------------------------------
<S>                                                        <C>                <C>
Operating Activities
Net income                                                 $     983          $    644
Adjustments to reconcile net income to net
  cash provided by operating activities
    Provision for loan losses                                    300               573
    Depreciation and amortization                                673               682
    Amortization of deferred loan fees                           (20)               (7)
    Deferred income tax                                          (82)               37
    Investment securities amortization, net                        1                 1
    Federal Home Loan Bank stock dividend                        (45)               --
    Employees stock ownership plan
      compensation expense                                       284               322
    Incentive plan expense                                       188               221
    Net change in
      Other assets                                              (224)               99
      Other liabilities                                           58              (295)
                                                            --------------------------
        Net cash provided by operating activities              2,116             2,277
                                                            --------------------------

Investing Activities
  Purchases of securities available for sale                      --            (3,000)
  Purchases of securities held to maturity                        --            (3,002)
  Proceeds from maturities of securities available for sale       --             1,000
  Proceeds from maturities of securities held to maturity        100             1,450
  Proceeds from principal repayments of
    mortgage-backed securities                                   209                66
  Purchase of Federal Home Loan Bank stock                       (78)              (31)
  Net change in loans                                         (5,283)           (6,547)
  Purchases of premises and equipment                           (243)             (275)
                                                            --------------------------
        Net cash used by investing activities                 (5,295)          (10,339)
                                                            --------------------------
Financing Activities
  Net change in
    Noninterest-bearing, interest-bearing demand
      and savings deposits                                     3,825             1,084
    Certificates of deposit                                   (2,985)           (1,259)
    Loans sold under repurchase agreements                        --            (2,000)
  Proceeds from Federal Home Loan Bank advances                9,000             1,000
  Repayment of Federal Home Loan Bank advances                (3,000)               --
  Cash dividends                                                (480)             (545)
  Purchase of treasury stock                                  (2,551)           (2,020)
                                                            --------------------------
        Net cash provided (used) by financing activities       3,809            (3,740)
                                                            --------------------------
Net Change in Cash and Cash Equivalents                          630           (11,802)

Cash and Cash Equivalents, Beginning of Period                10,013            21,815
                                                            --------------------------
Cash and Cash Equivalents, End of Period                    $ 10,643          $ 10,013
                                                            ==========================

Additional Cash Flows Information
  Interest paid                                            $   5,580          $  5,313

  Income tax paid                                                600               598

</TABLE>

See notes to consolidated financial statements.


GREAT AMERICAN BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Table dollar amounts in thousands, except share data)

Note 1 -- Nature of Operations and Summary of Significant Accounting Policies

The accounting and reporting policies of Great American Bancorp, Inc.
("Company"), its wholly-owned subsidiary, First Federal Savings Bank of
Champaign-Urbana ("Bank") and the Bank's wholly owned subsidiary, Park Avenue
Service Corporation ("PASC"), conform to generally accepted accounting
principles and reporting practices followed by the thrift industry.  The more
significant of the policies are described below.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.

The Company is a thrift holding company whose principal activity is the
ownership and management of the Bank.  The Bank operates under a federal
savings bank charter and provides full banking services.  As a federally-
chartered thrift, the Bank is subject to regulation by the Office of Thrift
Supervision and the Federal Deposit Insurance Corporation.

The Bank generates commercial, mortgage and consumer loans and receives
deposits from customers located primarily in Champaign County, Illinois and
surrounding counties.  The Bank's loans are generally secured by specific
items of collateral including real property, consumer assets and business
assets.  Although the Bank has a diversified loan portfolio, a substantial
portion of its debtors' ability to honor their contracts is dependent upon
economic conditions in the real estate industry.

The Bank's subsidiary, PASC, offers insurance and brokerage services to
customers located primarily in Champaign County, Illinois and surrounding
counties.  GTPS Insurance Agency, a division of PASC, sells a variety of
insurance products to both individuals and businesses, including life,
health, auto, property and casualty insurance.  PASC also provides full
service brokerage activities through a third-party broker-dealer and engages
in the sale of tax deferred annuities.  The revenue generated by PASC is
dependent upon maintaining relationships with the current insurance and
brokerage providers.

Consolidation - The consolidated financial statements include the accounts of
the Company and the Bank after elimination of all material intercompany
transactions.

Investment Securities - Debt securities are classified as held to maturity
when the Company has the positive intent and ability to hold the securities
to maturity.  Securities held to maturity are carried at amortized cost.
Debt securities not classified as held to maturity are classified as
available for sale.  Securities available for sale are carried at fair value
with unrealized gains and losses reported separately in accumulated other
comprehensive income, net of tax.

Amortization of premiums and accretion of discounts are recorded as interest
income from securities.  Realized gains and losses are recorded as net
security gains (losses).  Gains and losses on sales of securities are
determined on the specific-identification method.

Loans are carried at the principal amount outstanding.  Interest income is
accrued on the principal balances of loans.  Certain loan fees and direct
costs are deferred and amortized as an adjustment of yield on the loans.

Allowance for loan losses is maintained to absorb loan losses based on
management's continuing review and evaluation of the loan portfolio and its
judgment as to the impact of economic conditions on the portfolio.  The
allowance is increased by the provision for loan losses, which is charged
against current period operating results and decreased by the amount of
charge-offs, net of recoveries.  The Company's methodology for assessing the
appropriateness of the allowance for loan losses consists of several key
elements, which include the formula allowance, specific allowances for
identified problem loans, and the unallocated allowance.

The formula allowance is calculated by applying loss factors to outstanding
loans and certain unused commitments, in each case based on the internal risk
grade of such loans, or commitments.  Changes in risk grades of both
performing and nonperforming loans affect the amount of the formula
allowance.  Loss factors are based on the Company's historical loss
experience and may be adjusted for significant factors that, in management's
judgement, affect the collectibility of the portfolio as of the evaluation
date.

Specific allowances are established in cases where management has identified
significant conditions or circumstances related to a credit that management
believes indicate the probability that a loss has been incurred in excess of
the amount determined by the application of the formula allowance.

The unallocated allowance is based upon management's evaluation of various
conditions, the effects of which are not directly measured in the
determination of the formula and specific allowances.  The evaluation of the
inherent loss with respect to these conditions is subject to a higher degree
of uncertainty because they are not identified with specific credits.  The
conditions evaluated in connection with the unallocated allowance may include
existing general economic and business conditions affecting the Company's key
lending areas, credit quality trends, collateral value, loan volumes and
concentrations, seasoning of the loan portfolio, specific industry conditions
within portfolio segments, recent loss experience in particular segments of
the portfolio, duration of the current business cycle and bank regulatory
examination results.

The allowance for loan losses also incorporates the results of measuring
impaired loans as provided in Statement of Financial Accounting Standards
("SFAS") No. 114 and SFAS No. 118.  A loan is considered impaired when
management determines that it is probable that the Company will be unable to
collect all amounts due according to the original contractual terms of the
loan agreement.  Impairment is measured by the difference between the
recorded investment in the loan and the estimated present value of total
expected future cash flows, discounted at the loan's effective rate, or the
fair value of the collateral of the loan, if collateral dependent.
Impairment is recognized by adjusting an allocation of the existing allowance
for loan losses.  The accrual of interest on impaired loans is discontinued
when, in management's opinion, the borrower may be unable to meet payments as
they become due.  When interest accrual is discontinued, all unpaid accrued
interest is reversed when considered uncollectible.  Interest income is
subsequently recognized only to the extent cash payments are received.  In
applying the provisions of No. 114, the Company considers its investments in
1-4 family residential loans and consumer installment loans to be homogeneous
and therefore excluded from separate identification for valuation of
impairment.

The determination of the adequacy of the allowance for loan losses is based
on estimates that are particularly susceptible to significant changes in the
economic environment and market conditions.  Management believes that as of
December 31, 2000 the allowance for loan losses is adequate based on
information currently available.  A worsening or protracted economic decline
in the areas within which the Bank operates would increase the likelihood of
additional losses due to credit and market risks and could create the need
for additional loss reserves.

Premises and equipment are carried at cost net of accumulated depreciation.
Depreciation is computed on the straight-line method for buildings, furniture
and fixtures based principally on the estimated useful lives of the assets.
Maintenance and repairs are expensed as incurred while major additions and
improvements are capitalized.  Gains and losses on dispositions are included
in current operations.

Federal Home Loan Bank stock is a required investment for institutions that
are members of the Federal Home Loan Bank system.  The required investment in
the common stock is based on a predetermined formula.

Intangible assets are being amortized on the straight-line basis over fifteen
years.  Such assets are periodically evaluated as to the recoverability of
their carrying value.

Mortgage servicing rights on originated loans are capitalized by allocating
the total cost of the mortgage loans between the mortgage servicing rights
and the loans based on their relative fair values.  Capitalized servicing
rights are amortized in proportion to and over the period of estimated
servicing revenues.

Treasury stock is stated at cost.  Cost is determined by the first-in, first-
out method.

Incentive Plan - The Company accounts for its stock award program, or
incentive plan, in accordance with Accounting Principles Board Opinion
("APB") No. 25.  The purchase price of unearned shares owned by the incentive
plan is reflected as a reduction of stockholders' equity.  Compensation
expense is based on the market price of the Company's stock on the date the
shares are granted and is recorded over the vesting period.  The difference
between the aggregate purchase price and the fair value on the date granted
of the shares earned is recorded as an adjustment to paid-in capital.

Employee Stock Ownership Plan - The Company accounts for its employee stock
ownership plan ("ESOP") in accordance with American Institute of Certified
Public Accountants ("AICPA") Statement of Position 93-6.  The cost of shares
issued to the ESOP but not yet committed to be released to participants is
presented in the consolidated balance sheet as a reduction of stockholders'
equity.  Compensation expense is recorded based on the market price of the
shares as they are committed to be released for allocation to participant
accounts.  The difference between the market price and the cost of shares
committed to be released is recorded as an adjustment to paid-in capital.
Dividends on allocated ESOP shares are recorded as a reduction of retained
earnings; dividends on unallocated ESOP shares are not considered dividends
for financial statement purposes.

ESOP shares are considered outstanding for earnings per share calculations as
they are committed to be released; uncommitted shares are not considered
outstanding.

Stock options are granted for a fixed number of shares to employees with an
exercise price equal to the fair value of the shares at the date of grant.
The Company accounts for and will continue to account for stock option grants
in accordance with APB Opinion No. 25, "Accounting for Stock Issued to
Employees," and accordingly, recognizes no compensation expense for the stock
option grants.

Accounting for Postretirement Benefits - The Company is recognizing the
transition obligation using the straight-line method over the plan
participants' average future service period of twenty years.

Income tax in the consolidated statement of income includes deferred income
tax provisions or benefits for all significant temporary differences in
recognizing income and expenses for financial reporting and income tax
purposes.  The Company files consolidated income tax returns with its
subsidiary.

Earnings per share - Basic earnings per share have been computed based upon
the weighted-average common shares outstanding during each year.  Diluted
earnings per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or
converted into common stock or resulted in the issuance of common stock that
then shared in the earnings of the Company.

Note 2 -- Restriction on Cash and Due from Banks

The Bank is required to maintain reserve funds in cash and/or on deposit with
the Federal Reserve Bank.  The reserve required at December 31, 2000 was
$1,050,000.


<TABLE>
<CAPTION>

Note 3 -- Investment Securities
                                                                  2000
----------------------------------------------------------------------------------------------
                                                          Gross          Gross
                                           Amortized    Unrealized     Unrealized       Fair
December 31                                   Cost        Gains          Losses         Value
----------------------------------------------------------------------------------------------
<S>                                        <C>           <C>           <C>            <C>
Available for sale
  Federal agencies                         $   3,000     $     10      $       1      $  3,009
                                           ---------------------------------------------------
    Total available for sale                   3,000           10              1         3,009
                                           ---------------------------------------------------
Held to maturity
  Mortgage-backed securities                   2,728           --             37         2,691
  State and municipal                            425           --             --           425
                                           ---------------------------------------------------
    Total held to maturity                     3,153           --             37         3,116
                                           ---------------------------------------------------
    Total investment securities            $   6,153     $     10      $      38      $  6,125
                                           ===================================================

<CAPTION>
                                                                  1999
                                           ---------------------------------------------------
                                                          Gross          Gross
                                           Amortized    Unrealized     Unrealized      Fair
December 31                                  Cost         Gains          Losses        Value
----------------------------------------------------------------------------------------------
<S>                                        <C>           <C>           <C>            <C>
Available for sale
  Federal agencies                         $   3,000     $     --      $      23      $  2,977
                                           ---------------------------------------------------
    Total available for sale                   3,000           --             23         2,977
                                           ---------------------------------------------------
Held to maturity
  Mortgage-backed securities                   2,937           --            120         2,817
  State and municipal                            526           --              5           521
                                           ---------------------------------------------------
    Total held to maturity                     3,463           --            125         3,338
                                           ---------------------------------------------------
    Total investment securities            $   6,463     $     --      $     148      $  6,315
                                           ===================================================
</TABLE>

The amortized cost and fair value of securities available for sale and held
to maturity at December 31, 2000, by contractual maturity, are shown below.
Expected maturities will differ from contractual maturities because issuers
may have the right to call or prepay obligations with or without call or
prepayment penalties.


<TABLE>
<CAPTION>
                                              Available for Sale          Held to Maturity
                                          ---------------------------------------------------
                                           Amortized        Fair       Amortized        Fair
                                             Cost          Value          Cost          Value
---------------------------------------------------------------------------------------------

<S>                                        <C>           <C>           <C>          <C>
Within one year                            $      --     $     --      $     425    $     425
One to five years                              3,000        3,009             --           --
                                          ---------------------------------------------------
                                               3,000        3,009            425          425
Mortgage-backed securities                        --           --          2,728        2,691
                                          ---------------------------------------------------
    Totals                                 $   3,000     $  3,009      $   3,153    $   3,116
                                          ===================================================
</TABLE>

There were no sales of securities during 2000 or 1999.  There were no
securities transferred between classifications during 2000 or 1999.

With the exception of securities of Federal Agencies, the Company did not
hold any securities of a single issuer, payable from and secured by the same
source of revenue or taxing authority, the book value of which exceeded 10%
of stockholders' equity at December 31, 2000.

Note 4 -- Loans and Allowance

December 31                                           2000              1999
----------------------------------------------------------------------------

Mortgage loans:
  One-to four-family                              $ 77,064         $  70,381
  Other loans secured by real estate                37,230            36,891
  Construction                                       1,221             1,919
                                                  --------------------------
                                                   115,515           109,191
  Undisbursed portion of loans                          --                (2)
  Deferred loan fees                                   (63)              (69)
                                                  --------------------------
    Total mortgage loans                           115,452           109,120
                                                  --------------------------
Commercial and consumer loans:
  Commercial                                         6,569             7,747
  Consumer                                          11,599            11,564
                                                  --------------------------
    Total commercial and consumer loans             18,168            19,311
                                                  --------------------------
      Total loans                                  133,620           128,431

 Allowance for loan losses                            (889)             (703)
                                                  --------------------------
                                                  $132,731         $ 127,728
                                                  ==========================


December 31                                           2000              1999
----------------------------------------------------------------------------
Allowance for loan losses
  Balances, January 1                             $    703         $     925
  Provision for losses                                 300               573
  Recoveries on loans                                   17                 6
  Loans charged off                                   (131)             (801)
                                                  --------------------------
  Balances, December 31                           $    889         $     703
                                                  ==========================

Information on impaired loans is summarized below.

December 31                                           2000              1999
----------------------------------------------------------------------------
Impaired loans with an allowance                  $    406           $   537
Allowance for impaired loans (included in the
 Company's allowance for loan losses)                   48               102

Year Ended December 31                                2000              1999
----------------------------------------------------------------------------
Average balance of impaired loans                 $    496         $   1,616
Interest income recognized on impaired loans            13                38
Cash-basis interest included above                      13                38

Note 5 -- Premises and Equipment

December 31                                           2000              1999
----------------------------------------------------------------------------
Land                                              $  1,545         $   1,545
Buildings                                            5,233             5,233
Leasehold improvements                                 867               867
Furniture and equipment                              3,380             3,135
                                                  --------------------------
    Total cost                                      11,025            10,780
Accumulated depreciation and amortization           (4,223)           (3,592)
                                                  --------------------------
    Net                                           $  6,802         $   7,188
                                                  ==========================



Note 6 -- Other Assets and Other Liabilities

December 31                                           2000              1999
----------------------------------------------------------------------------
Other assets
  Interest receivable
    Investment securities                         $     90         $     100
    Loans                                              779               788
  Cash surrender value of life insurance               237               223
  Excess of purchase price over the
   fair value of assets acquired                       529               556
  Insurance premiums receivable                        292               104
  Deferred income tax asset                            125                56
  Income taxes receivable                              116               138
  Prepaid expenses and other assets                    281               208
                                                  --------------------------
    Total                                         $  2,449         $   2,173
                                                  ==========================
Other liabilities
  Interest payable
    Deposits                                      $     14         $      17
    Other borrowings                                    66                32
  Deferred compensation - directors                    652               611
  Accrued real estate taxes                            134               123
  Insurance and real estate taxes held
    in escrow for loan customers                       298               259
  Accrued postretirement benefit obligation            171               139
  Dividends payable                                    110               129
  Premiums due insurance companies                     169               120
  Accrued expenses and other                           146               263
                                                  --------------------------
    Total                                         $  1,760         $   1,693
                                                  ==========================

Note 7 -- Deposits

December 31                                           2000              1999
----------------------------------------------------------------------------
Demand deposits                                   $ 28,458         $  24,475
Savings deposits                                    14,029            14,705
Insured money market                                 9,850             9,332
Certificates of deposit of $100,000 or more          8,901            10,648
Other certificates of deposit                       62,447            63,685
                                                  --------------------------
    Total deposits                                $123,685         $ 122,845
                                                  ==========================




Certificates of deposit maturing in years ending December 31,

 2001                                                              $  45,980
 2002                                                                 16,193
 2003                                                                  3,116
 2004                                                                  2,841
 2005                                                                  2,150
Thereafter                                                             1,068
                                                                   ---------
                                                                   $  71,348
                                                                   =========

Note 8 -- Federal Home Loan Bank Advances

December 31                                           2000              1999
----------------------------------------------------------------------------
Federal Home Loan Bank advances, variable
 and fixed rates, (4.30% to 6.88% at
 December 31, 2000) due at various dates
 through October, 2008                            $ 14,000         $   8,000
                                                  ==========================

The Federal Home Loan Bank advances are secured by first mortgage loans and
all stock in the FHLB.  Advances are subject to restrictions or penalties in
the event of prepayment.

Maturities in years ending December 31

   2001                                                            $   5,000
   2002                                                                4,000
   After 2005                                                          5,000
                                                                   ---------
                                                                   $  14,000
                                                                   =========

The $5,000,000 advance maturing after 2005 is due in October 2008 and is
callable quarterly beginning in October 2001.  The rate on this advance is
4.30%.

Note 9 -- Loan Servicing

Loans serviced for others are not included in the accompanying consolidated
balance sheet.  The unpaid principal balances of loans serviced for others
totaled $5,188,000 and $6,271,000 at December 31, 2000 and December 31,
1999.

The aggregate fair value of capitalized mortgage servicing rights at December
31, 2000 and 1999 totaled $5,000 and $10,000.  Comparable market values were
used to estimate fair value.  For purposes of measuring impairment, risk
characteristics including product type, investor type, and interest rates,
were used to stratify the originated mortgage servicing rights.


                                                      2000              1999
----------------------------------------------------------------------------
Mortgage Servicing Rights
 Balances, January 1                              $     10         $      14
 Servicing rights capitalized                           --                --
 Amortization of servicing rights                       (5)               (4)
                                                  --------------------------
    Balances, December 31                         $      5         $      10
                                                  ==========================

Note 10 --  Income Tax

Year Ended December 31                                2000              1999
----------------------------------------------------------------------------
Income tax expense
  Currently payable
    Federal                                       $    564         $     352
    State                                               15                73
  Deferred
    Federal                                            (67)               30
    State                                              (15)                7
                                                  --------------------------
      Total income tax expense                    $    497         $     462
                                                  ==========================
Reconciliation of federal statutory to
 actual tax expense
  Federal statutory income tax at 34%             $    503         $     376
  Effect of state income taxes                          --                53
  Effect of allocating ESOP shares                      17                30
  Other                                                (23)                3
                                                  --------------------------
      Actual tax expense                          $    497         $     462
                                                  ==========================



A cumulative net deferred tax asset is included in other assets.  The
components of the asset are as follows:

December 31                                           2000              1999
----------------------------------------------------------------------------
Assets
 Deferred loan fees                               $     13         $      15
 Allowance for loan losses                             311               228
 Deferred compensation                                 253               237
 Postretirement benefit obligation                      66                54
 Net unrealized losses on securities
  available for sale                                    --                 9
 Mortgage servicing rights                               2                 4
 Other                                                  48                35
                                                   --------------------------
    Total assets                                       693               582
                                                   --------------------------
Liabilities
 Federal Home Loan Bank stock basis                    (38)              (20)
 Depreciation                                         (518)             (497)
 Net unrealized gains on securities
  available for sale                                    (4)               --
 Other                                                  (8)               (9)
                                                  --------------------------
    Total liabilities                                 (568)             (526)
                                                  --------------------------
                                                  $    125         $      56
                                                  ==========================

Retained earnings include approximately $4,300,000 for which no deferred
income tax liability has been recognized.  This amount represents an
allocation of income to bad debt deductions as of December 31, 1987 for tax
purposes only.  Reduction of amounts so allocated for purposes other than tax
bad debt losses or adjustments arising from carryback of net operating losses
would create income for tax purposes only, which income would be subject to
the then-current corporate income tax rate.  The unrecorded deferred income
tax liability on the above amount is approximately $1,669,000.

Note 11 -- Commitments and Contingent Liabilities

In the normal course of business there are outstanding commitments and
contingent liabilities, such as commitments to extend credit and standby
letters of credit, which are not included in the accompanying financial
statements.  The Bank's exposure to credit loss in the event of
nonperformance by the other party to the financial instruments for
commitments to extend credit and standby letters of credit is represented by
the contractual or notional amount of those instruments.  The Bank uses the
same credit policies in making such commitments as they do for instruments
that are included in the consolidated balance sheet.


Financial instruments whose contract amount represents credit risk as of
December 31 were as follows:

December 31                                           2000              1999
----------------------------------------------------------------------------
Commitments to extend credit
  At variable rates                               $  4,721         $   4,366
  At fixed rates (ranging from 7.375% to 10.50%
    at December 31, 2000)                            3,765             1,611
Standby letters of credit                              199               225

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee.  Since many of the commitments are
expected to expire without being drawn upon, the total commitment amounts do
not necessarily represent future cash requirements.  The Bank evaluates each
customer's credit worthiness on a case-by-case basis.  The amount of
collateral obtained, if deemed necessary by the Bank upon extension of
credit, is based on management's credit evaluation.  Collateral held varies
but may include accounts receivable, inventory, property and equipment, and
income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party.

The Company and subsidiary are also subject to claims and lawsuits which
arise primarily in the ordinary course of business.  It is the opinion of
management that the disposition or ultimate resolution of such claims and
lawsuits will not have a material adverse effect on the consolidated
financial position of the Company.

Note 12 -- Dividend and Capital Restrictions

Without prior approval, Office of Thrift Supervision ("OTS") regulations
allow the Bank to pay dividends to the Company not exceeding net profits (as
defined) for the current year plus those for the previous two years.

Note 13 -- Regulatory Capital

The Bank is subject to various regulatory capital requirements administered
by the federal banking agencies and is assigned to a capital category.  The
assigned capital category is largely determined by three ratios that are
calculated according to the regulations: total risk adjusted capital, Tier 1
capital, and Tier 1 leverage ratios.  The ratios are intended to measure
capital relative to assets and credit risk associated with those assets and
off-balance sheet exposures of the entity.  The capital category assigned to
an entity can also be affected by qualitative judgements made by regulatory
agencies about the risk inherent in the entity's activities that are not part
of the calculated ratios.


There are five capital categories defined in the regulations, ranging from
well capitalized to critically undercapitalized.  Classification of a bank in
any of the undercapitalized categories can result in actions by regulators
that could have a material effect on a bank's operations.  At December 31,
2000 and 1999, the Bank is categorized as well capitalized and met all
subject capital adequacy requirements.  There are no conditions or events
since December 31, 2000 that management believes have changed the Bank's
classification.

The Bank's actual and required capital amounts and ratios are as follows:

<TABLE>
<CAPTION>
                              -----------------------------------------------------------
                                                      Required for            To Be Well
                                   Actual           Adequate Capital*        Capitalized*
                              -----------------------------------------------------------
December 31                    Amount   Ratio         Amount   Ratio       Amount   Ratio
-----------------------------------------------------------------------------------------
As of December 31, 2000
<S>                          <C>        <C>          <C>        <C>       <C>       <C>
Total risk-based capital*
 (to risk-weighted assets)   $ 10,589   11.9%        $ 7,137    8.0%      $ 8,921   10.0%

Tier 1 capital* (to risk-
 weighted assets)               9,728   10.9           3,568    4.0         5,352    6.0

Core capital* (to adjusted
 total assets)                  9,728    6.5           6,019    4.0         7,524    5.0

Core capital* (to adjusted
 tangible assets)               9,728    6.5           3,009    2.0                  N/A

Tangible capital* (to
 adjusted total assets)         9,728    6.5           2,257    1.5                  N/A

<CAPTION>

As of December 31, 1999
<S>                          <C>        <C>          <C>        <C>       <C>        <C>
Total risk-based capital*
 (to risk-weighted assets)   $ 10,420   12.2%        $ 6,863    8.0%      $ 8,579   10.0%

Tier 1 capital* (to risk
 weighted assets)               9,775   11.4           3,432    4.0%        5,125    6.0

Core capital* (to adjusted
 total assets)                  9,775    6.8           5,736    4.0         7,170    5.0

Core capital* (to adjusted
 tangible assets)               9,775    6.8           2,857    2.0                  N/A

Tangible capital* (to
 adjusted total assets)         9,775    6.8           2,156    1.5                  N/A


</TABLE>

*As defined by regulatory agencies


Note 14 -- Employee Benefits

The Company has an employee stock ownership plan ("ESOP") covering
substantially all of its employees.  The ESOP borrowed $1,642,000 from the
Company and used those funds to acquire 164,220 shares of the Company's
common stock at $10 per share.  The ESOP covers employees who complete at
least twelve consecutive months of service for the Bank during which the
employee performs at least 1,000 hours of service.  A participant is 100
percent vested after seven years of credited service.

The ESOP shares are held in trust and allocated to ESOP participants based on
the interest and principal payments made by the ESOP on the loan from the
Company.  The loan is secured by shares purchased with the loan proceeds and
is being repaid by the ESOP with funds from the Company's discretionary
contributions to the ESOP and earnings on ESOP assets.  Dividends on
unallocated ESOP shares are applied to reduce the loan.  Principal
payments are scheduled to occur in even annual amounts over a seven year
period.  However, in the event Company contributions exceed the minimum debt
service requirements, additional principal payments will be made.

During the year ended December 31, 2000, 21,238 shares of stock with an
average fair value of $13.37 were committed to be released, resulting in ESOP
compensation expense of $284,000.  During the year ended December 31, 1999,
22,712 shares of stock with an average fair value of $14.22 were committed to
be released, resulting in ESOP compensation expense of $322,000.  The
following table reflects the shares held by the plan:

As of and for Year Ended December 31                  2000              1999
----------------------------------------------------------------------------
Shares earned by participants                      144,472           123,234
Shares distributed to participants                 (17,660)          (15,244)
Unallocated shares                                  19,748            40,986
                                                 ---------------------------
    Total ESOP shares                              146,560           148,976
                                                 ===========================
Fair value of unallocated shares                  $    267         $     507
                                                 ===========================

The Board of Directors of the Company may direct payment of cash dividends on
shares allocated to participants to be paid in cash to the participants or to
be credited to participant accounts and invested.

The Company has a stock-based compensation program which provides for the
granting of stock of the Company as stock awards and options to purchase
stock of the Company (the "Incentive Plan").

The Incentive Plan covers key employees and directors and is authorized to
acquire and grant as stock awards 82,110 shares of the Company's common stock
or 4 percent of the shares issued in the Company's initial public offering.
The 82,110 shares were acquired in 1997 by funds contributed by the Company.
Participants in the Incentive Plan vest at a rate of 20 percent per year
commencing one year after the date such shares are granted.  In the event of
a change in control or death or disability, all unvested stock awards will
vest immediately.



The following is a summary of the status of the stock awards and changes in
the stock awards:

As of and for Year Ended December 31                  2000              1999
----------------------------------------------------------------------------
    Stock Awards                                    Shares            Shares
---------------------------------------------------------------------------
Outstanding, beginning of year                      30,391            47,863
Granted                                                 --                --
Distributed                                        (14,652)          (15,592)
Forfeited                                             (600)           (1,880)
                                                  --------------------------
Outstanding, end of year                            15,139            30,391
Shares available for future stock awards             5,029             4,429
                                                  --------------------------
    Total stock awards                              20,168            34,820
                                                  ==========================

During the year ended December 31, 2000, 13,249 shares representing stock
awards were earned by participants and resulted in compensation expense of
$188,000.  For the year ended December 31, 1999, 15,588 shares were earned
and resulted in compensation expense of $221,000.  The shares forfeited in
2000 and 1999 were shares that would have been earned by the participants in
subsequent years.

Note 15 -- Related Party Transactions

The Company has entered into transactions with certain directors, executive
officers, significant stockholders and their affiliates or associates
(related parties).  Such transactions were made in the ordinary course of
business on substantially the same terms and conditions, including interest
rates and collateral, as those prevailing at the same time for comparable
transactions with other customers, and did not, in the opinion of management,
involve more than normal credit risk or present other unfavorable features.
The aggregate amount of loans, as defined, to such related parties at
December 31, 2000 and 1999 was $1,399,000 and $1,125,000.

The aggregate amount of loans, as defined, to such related parties were as
follows:

Balances, January 1, 2000                                          $   1,125
New loans, including renewals                                            743
Payments, etc.                                                          (469)
                                                                   ---------
Balances, December 31, 2000                                        $   1,399
                                                                   =========

Deposits from related parties held by the Company at December 31, 2000 and
1999 totaled $646,000 and $512,000.

Note 16 -- Leases

The Company leases one branch office and another office previously operated
as a branch office under operating leases.  The branch office is rented on a
twenty-five year lease with four ten-year options with escalating rental
payments.

The previous branch office is currently on a thirty-month lease which is
renewable for two additional thirty-month terms at the lessee's option.
This office is being subleased to an unrelated party.  In addition, the
lessee is required to pay the property taxes, normal maintenance and
insurance on the property.

The total minimum lease commitment at December 31, 2000 under these leases is
$333,000 which is due as follows:

                                   Lease          Rent from        Net Lease
                                  Payments        Sublease          Payment
                                  ------------------------------------------
Years ending December 31
 2001                             $     58        $     30         $      28
 2002                                   58              30                28
 2003                                   58              30                28
 2004                                   58              30                28
 2005                                   18              30               (12)
During the remaining lease term         83             139               (56)
                                  ------------------------------------------
    Total                         $    333        $    289         $      44
                                  ==========================================

Total rent expense was $58,000 and $51,000 for the years ended December 31,
2000 and 1999.

Note 17 -- Stock Option Plan

Under the Company's incentive stock option plan, which is accounted for in
accordance with APB No. 25, "Accounting for Stock Issued to Employees," and
related interpretations, the Company grants directors, selected executives
and other key employees stock option awards which vest at a rate of 20
percent per year commencing one year after the date the shares are granted.
The plan provides that in the event of a change in control or death or
disability, all unvested options will be immediately exercisable.  During
1996, the Company authorized the grant of options for up to 205,275 shares of
the Company's common stock or 10 percent of the shares issued in the
Company's initial public offering.  The exercise price of each option, which
has a 10-year life, was equal to the market price of the Company's stock on
the date of grant; therefore, no compensation expense was recognized.

Although the Company has elected to follow APB No. 25, SFAS No. 123 requires
pro forma disclosures of net income and earnings per share as if the Company
had accounted for its stock options under that Statement.  The fair value of
each option grant was estimated on the grant date using an option-pricing
model.


Under SFAS No. 123, compensation cost is recognized in the amount of the
estimated fair value of the options and amortized to expense over the
options' vesting period.  The pro forma effect on net income and earnings per
share of this statement are as follows:

                                                      2000              1999
                                                  --------------------------
Net income                        As reported     $    983         $     644
                                  Pro forma            849               505

Basic earnings per share          As reported     $   0.92         $    0.53
                                  Pro forma           0.80              0.42

Diluted earnings per share        As reported     $   0.91         $    0.52
                                  Pro forma           0.79              0.41

The following is a summary of the status of the Company's stock option plan
and changes in that plan as of and for the years ended December 31, 2000 and
1999.

<TABLE>
<CAPTION>

Year Ended December 31                                           2000                    1999
-------------------------------------------------------------------------------------------------
                                                               Weighted                Weighted
                                                                Average                 Average
                                                               Exercise                Exercise
    Options                                          Shares      Price        Shares     Price
-------------------------------------------------------------------------------------------------
<S>                                                 <C>        <C>           <C>       <C>
Outstanding, beginning of year                      187,601    $ 14.21       193,101    $ 14.20
Granted                                                  --         --            --         --
Exercised                                                --         --            --         --
Forfeited                                            (7,500)     14.00        (5,500)     14.00
                                                    -------                  -------
Outstanding, end of year                            180,101    $ 14.22       187,601    $ 14.21
                                                    =======                  =======
Options exercisable at
  year end                                          142,124                  112,704


</TABLE>

As of December 31, 2000, the 180,101 options outstanding have exercise prices
ranging from $14.00 to $16.38 and a weighted-average remaining contractual
life of 5.3 years.


Note 18 -- Postretirement Plan

The Company sponsors a defined-benefit postretirement plan that covers both
salaried and nonsalaried employees.  The following table sets forth the
plan's funded status, and amounts recognized in the consolidated financial
statements:

December 31                                           2000              1999
----------------------------------------------------------------------------
Change in benefit obligation
  Benefit obligation at beginning of year         $    228         $     184
  Service cost                                          16                15
  Interest cost                                         16                15
  Actuarial gain (loss)                                 11                20
  Benefits paid                                         (7)               (6)
                                                  --------------------------
  Benefit obligation at end of year                    264               228
                                                  --------------------------
Change in plan assets
  Fair value of plan assets at
     end of year                                        --                --
                                                  --------------------------
  Funded status                                       (264)             (228)
  Unrecognized net actuarial gain                      (22)              (34)
  Unrecognized transition liability                    115               123
                                                  --------------------------
  Accrued benefit cost                            $   (171)         $   (139)
                                                  ==========================
Components of net periodic benefit cost
  Service cost                                          16                15
  Interest cost                                         16                15
  Amortization of prior service cost                     8                 6
                                                  --------------------------
  Net periodic benefit cost                       $     40         $      36
                                                  ==========================

The assumed health care cost trend rate used in measuring the accumulated
postretirement benefit obligation was 9 percent, gradually declining to 5
percent in the year 2004.

The weighted average discount rate used in determining the accumulated
postretirement benefit obligation was 7.25 percent in 2000 and 1999.

Assumed health care cost trend rates have a significant effect on the amounts
reported for the health care plans.  A one percentage-point change in assumed
health care cost trend rates would have the following effects:

                                                     One Percentage Point
                                                  --------------------------
                                                  Increase          Decrease
                                                  --------------------------
Effect on total service components                $     10         $      (7)
Effect on postretirement benefit obligation             64               (48)






Note 19 -- Deferred Compensation

The Company has a deferred compensation plan for its directors whereby each
director may elect to defer his annual fees.  For the years ended December
31, 2000 and 1999, fees deferred totaled $54,000 and $57,000, interest
expense related to this plan was $40,000 and $32,000, and payments to
directors totaled $53,000 in 2000 and $26,000 in 1999.

Note 20 --  Business Industry Segments

The Company's primary business involves the typical banking services of
generating loans and receiving deposits.  Through PASC, the Company also
provides insurance and brokerage services to customers.  The following
schedule is a summary of selected data for the Company's various business
segments:

<TABLE>
<CAPTION>
                                           Insurance/
                                Banking    Brokerage
                                Services   Services      Company     Eliminations    Total
-------------------------------------------------------------------------------------------
<S>                            <C>         <C>          <C>           <C>         <C>
2000
  Total interest income        $ 11,366    $     --     $ 11,366      $    --     $ 11,366
  Total noninterest income          747         908        1,655          (20)       1,635
  Total interest expense          5,611          --        5,611           --        5,611
  Total noninterest expense       4,946         684        5,630          (20)       5,610
  Income before income tax        1,256         224        1,480           --        1,480
  Income tax expense                404          93          497           --          497
  Net income                        852         131          983           --          983
  Total assets                  159,545         888      160,433         (756)     159,677


1999
  Total interest income        $ 11,025    $     --     $ 11,025      $    --     $ 11,025
  Total noninterest income          766         777        1,543          (20)       1,523
  Total interest expense          5,315          --        5,315           --        5,315
  Total noninterest expense       4,925         649        5,574          (20)       5,554
  Income before income tax          978         128        1,106           --        1,106
  Income tax expense                407          55          462           --          462
  Net income                        571          73          644           --          644
  Total assets                  154,195         835      155,030         (721)     154,309

</TABLE

Note 21 --  Earnings per share


</TABLE>
<TABLE>
<CAPTION>

Earnings per share (EPS) were computed as follows:

                                                        Year Ended December 31, 2000
                                                  ---------------------------------------
                                                                   Weighted
                                                                    Average     Per-Share
                                                    Income          Shares        Amount
                                                  ---------------------------------------
<S>                                                <C>            <C>           <C>
Basic Earnings Per Share
  Income available to common stockholders          $    983       1,065,224     $   0.92

Effect of Dilutive Securities
  Unearned incentive plan shares                                     14,763
                                                  -------------------------
Diluted Earnings Per Share
  Income available to common stockholders
   and assumed conversions                         $    983       1,079,987     $   0.91
                                                  =======================================

Options to purchase 180,101 shares of common stock at $14.22 were outstanding at December, 31,
2000, but were excluded from the computation of the diluted earnings per share because the
options exercise price was greater than the average market price of the common shares for 2000.

<CAPTION>
                                                        Year Ended December 31, 1999
                                                  ---------------------------------------
                                                                   Weighted
                                                                    Average     Per-Share
                                                    Income          Shares        Amount
                                                  ---------------------------------------
<S>                                                <C>            <C>           <C>
Basic Earnings Per Share
  Income available to common stockholders          $    644       1,207,068     $   0.53

Effect of Dilutive Securities
  Stock options                                                         237
  Unearned incentive plan shares                                     28,940
                                                  -------------------------
Diluted Earnings Per Share
  Income available to common stockholders
   and assumed conversions                         $    644       1,236,245     $   0.52
                                                  =======================================
</TABLE>

Note 22 --  Fair Values of Financial Instruments

The following methods and assumptions were used to estimate the fair value of
each class of financial instrument:

Cash and Cash Equivalents -- The fair value of cash and cash equivalents
approximates carrying value.

Securities -- Fair values are based on quoted market prices.

Loans -- For both short-term loans and variable-rate loans that reprice
frequently and with no significant change in credit risk, fair values are
based on carrying values.  The fair values for certain mortgage loans,
including one-to-four family residential, are based on quoted market prices
of similar loans sold in conjunction with securitization transactions,
adjusted for differences in loan characteristics.  The fair value of other
loans is estimated using discounted cash flow analyses using interest rates
currently being offered for loans with similar terms to borrowers of similar
credit quality.

Interest Receivable/Payable -- The fair values of interest receivable/payable
approximate carrying values.

FHLB stock -- Fair value of FHLB stock is based on the price at which it may
be resold to the FHLB.

Cash Surrender Value of Life Insurance -- Fair values are based on estimated
net realizable value.

Deposits -- The fair values of noninterest-bearing demand, interest-bearing
demand and savings accounts are equal to the amount payable on demand at the
balance sheet date.  Fair values for fixed-rate certificates of deposit are
estimated using a discounted cash flow calculation that applies interest
rates currently being offered on certificates to a schedule of aggregated
expected monthly maturities on such time deposits.

FHLB Advances -- The fair value of these borrowings are estimated using a
discounted cash flow calculation, based on current rates for similar debt.

Off-Balance Sheet Commitments -- Commitments include commitments to purchase
and originate mortgage loans, commitments to sell mortgage loans, and standby
letters of credit and are generally of a short-term nature.  The fair value
of such commitments are based on fees currently charged to enter into similar
agreements, taking into account the remaining terms of the agreements and the
counterparties' credit standing.


The estimated fair values of the Company's financial instruments are as
follows:

<TABLE>
<CAPTION>

                                                     2000                     1999
                                     ----------------------------------------------------
                                           Carrying       Fair        Carrying     Fair
December 31                                  Amount       Value        Amount      Value
-----------------------------------------------------------------------------------------
<S>                                      <C>           <C>          <C>         <C>
Assets
  Cash and cash equivalents              $   10,643    $ 10,643     $  10,013   $ 10,013
  Investment securities
    Available for sale                        3,009       3,009         2,977      2,977
    Held to maturity                          3,153       3,116         3,463      3,338
  Loans, net                                132,731     133,794       127,728    126,281
  Interest receivable                           869         869           888        888
  Federal Home Loan Bank stock                  890         890           767        767
  Cash surrender value of life insurance        237         237           223        223

Liabilities
  Deposits                                  123,685     123,675       122,845    122,077
  Federal Home Loan Bank advances            14,000      13,902         8,000      7,254
  Interest payable                               80          80            49         49

Off-balance sheet assets
  Commitments to extend credit                   --          --            --         --
  Standby letters of credit                      --          --            --         --

</TABLE>



GREAT AMERICAN BANCORP, INC.
SHAREHOLDER INFORMATION

Stock Listing and Price Information

The Company's common stock trades on The Nasdaq Stock Market under the symbol
"GTPS".  At December 31, 2000, 1,038,500 shares of the Company's common stock
were held of record by 359 persons or entities, not including the number of
persons or entities holding stock in nominee or street name through various
brokers or banks.

The following schedule shows the high and low bid prices for each of the
quarters in the years ended December 31, 2000 and 1999:

                Quarter Ended:             High        Low
              ------------------          ------      ------
             March 31, 1999               16.25       13.50
             June 30, 1999                15.94       13.13
             September 30, 1999           15.50       12.75
             December 31, 1999            14.13       12.38
             March 31, 2000               13.13	      10.88
             June 30, 2000                15.00       12.00
             September 30, 2000           15.00       11.75
             December 31, 2000            15.00       13.00


At December 31, 2000 the closing price of a common share was $13.50.  Such
prices do not necessarily reflect retail markups, markdowns, or commissions.
During the years ended December 31, 2000 and 1999, the Company declared
dividends as follows:

  Date Declared          Record Date          Payable Date        Amount
----------------      -----------------    -----------------      ------
February 8, 1999     March 15, 1999         April 1, 1999           .11
May 10, 1999         June 15, 1999          July 1, 1999            .11
August 9, 1999       September 15, 1999     October 1, 1999         .11
November 8, 1999     December 15, 1999      January 3, 2000         .11
February 14, 2000    March 15, 2000         April 3, 2000           .11
May 8, 2000          June 15, 2000          July 3, 2000            .11
August 14, 2000      September 15, 2000     October 2, 2000         .11
November 13, 2000    December 15, 2000      January 2, 2001         .11
                                                                 -------
                                                                 $  .88
                                                                 =======



Investor Information

Stockholders, investors and analysts interested in additional information may
contact:

Jane F. Adams
Chief Financial Officer
Great American Bancorp, Inc.
1311 S. Neil Street
Champaign, IL  61820

Annual Report on Form 10-KSB

A copy of the annual report on Form 10-KSB for the fiscal year ended December
31, 2000, which has been filed with the Securities and Exchange Commission is
available to stockholders (excluding exhibits) at no charge, upon written
request to the above address.

Corporate Counsel

Muldoon Murphy and Faucette LLP
5101 Wisconsin Avenue N.W.
Washington, D C  20016

Independent Auditors

Olive LLP
100 Trade Center
Champaign, IL  61820

Annual Meeting of Stockholders

The Annual Meeting of Stockholders of Great American Bancorp, Inc. will be
held at 9:30 a.m. April 24, 2001 at:

First Federal Savings Bank of Champaign-Urbana
1311 S. Neil Street
Champaign IL  61820

Shareholders are welcome to attend.

Stock Transfer Agent and Registrar

Inquiries regarding stock transfer, registration, lost certificates or
changes in name and address should be directed to the transfer agent and
registrar:

Computershare Investor Services
12039 West Alameda Parkway
Suite Z-2
Lakewood, CO  80228



               Exhibit 23.0   Consent of Independent Accountants


                      INDEPENDENT ACCOUNTANTS' CONSENT

The Board of Directors
Great American Bancorp, Inc.

We have issued our report dated February 2, 2001 accompanying the
consolidated financial statements of Great American Bancorp, Inc. and
Subsidiary appearing in the Company's 2000 Annual Report to Stockholders.  We
consent to the incorporation by reference in this Form 10-KSB of the
aforementioned report.


/s/ Olive LLP

Decatur, Illinois
March 27, 2001





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