<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               _________________

                                 FORM 10-Q/A-1
         X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
         -          OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended March 31, 2001

                                      OR

               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 1-7273

                        ______________________________

                            Allfirst Financial Inc.
            (Exact name of registrant as specified in its charter)

           Delaware                                             52-0981378
 (State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

        The Allfirst  Building
        25 South Charles Street
          Baltimore, Maryland                                      21201
(Address of principal executive offices)                         (zip code)

                                 410-244-4000
             (Registrant's telephone number, including area code)



<PAGE>

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

         The Registrant hereby amends its Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2001, filed with the SEC on May 15, 2001, by
deleting the existing text of Item 2, Management's Discussion and Analysis of
Financial Condition and Results of Operations, in its entirety and inserting the
following text in lieu thereof:

FORWARD-LOOKING STATEMENTS

         Certain information included in the following section of this report,
other than historical information, may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements are identified by terminology such as "may", "will",
"believe", "expect", "estimate", "anticipate", "continue", or similar terms.
Actual results may differ materially from those projected in the forward-looking
statements. Factors that could cause actual results to differ materially from
those in the forward-looking statements include, but are not limited to: global,
national and regional economic conditions; levels of market interest rates;
credit or other risks of lending and investment activities; competitive and
regulatory factors; and technological change.

ANALYSIS OF RESULTS OF OPERATIONS

Performance Overview

         Allfirst reported net income to common stockholders for the three
months ended March 31, 2001 of $45.9 million, compared to net income to common
stockholders of $45.3 million for the three months ended March 31, 2000. Net
income to common shareholders represents net income after deducting preferred
stock dividends. Return on average assets and return on average common
stockholder's equity were 1.05% and 9.52%, respectively, for the three months
ended March 31, 2001 compared to 1.04% and 10.37% for the three months ended
March 31, 2000.

         Net income to common stockholders was up 1.3% compared to prior year,
as total revenues grew 6% during the first three months of 2001. Revenue growth
was supported by a 12% increase in noninterest income and a 2% increase in net
interest income. Noninterest income growth was led by a 20% increase in
electronic banking fees and 6% rise in deposit service charges. The net interest
margin was 3.50%, up 12 basis points over the same period last year. Noninterest
expenses were 8% higher, reflecting investments in technology development and
higher salaries and other personnel costs. The provision for loan and lease
losses was $7.7 million compared to $7.0 million last year. The allowance for
loan and lease losses was 1.45% at March 31, 2001.

         Tangible net income, which excludes amortization of goodwill and other
intangible assets related to purchase business combinations, was $56.6 million
for the three months ended March 31, 2001, compared to tangible net income of
$56.2 million for the three months ended March 31, 2000. Return on average
tangible assets and return on average tangible common equity, which exclude
intangible assets and amortization related to purchase business combinations,
were 1.35% and 19.45%, respectively, for the first three months of 2001 compared
to 1.35% and 24.10% for the first three months of 2000.

         Nonperforming assets at March 31, 2001 were $96.0 million, or 0.91% of
loans, other real estate and other assets owned, an $11.5 million decrease from
the December 31, 2000 level of $107.5 million, or 0.98% of loans, other real
estate and other assets owned. The exposure to several large credits was
reduced during the first quarter of 2001. Asset quality is discussed in more
detail on page 17.

                                       2
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)


Net Interest Income

         Net interest income is the difference between the interest and yield-
related fee income generated by earning assets and the interest expense incurred
on interest bearing liabilities. The amount of net interest income is affected
by both changes in the level of interest rates and the amount and composition of
earning assets and interest bearing liabilities. When net interest income is
presented on a tax-equivalent basis, interest income from tax exempt earning
assets is increased by an amount equivalent to the Federal income taxes that
would have been paid if this income were taxable at the statutory Federal income
tax rate of 35%. Net interest margin represents net interest income on a tax-
equivalent basis as a percentage of average earning assets.

         The largest source of Allfirst's net income is net interest income. Net
interest income on a tax-equivalent basis for the three months ended March 31,
2001 was $130.3 million, an increase of $2.1 million when compared to net
interest income of $128.3 million for the first three months of 2000. The net
interest margin was 3.50% for the first quarter of 2001, up twelve basis points
from the same period last year. The increase in net interest income and net
interest margin can be attributed to a ten basis point improvement in the spread
between the yield on earning assets and the rate paid on interest bearing
liabilities. Although average earning assets had a modest decline, the yield on
earning assets increased twenty-two basis points to 7.45% compared to the prior
year, while the cost of funds increased twelve basis points to 2.60%. The
increase in funding costs was lessened somewhat by an improved funding mix as
average core deposits increased by $192 million and reliance on more costly
purchased funds and borrowings was lowered.

         The following tables provide additional information on Allfirst's
average balances, interest yields and rates, and net interest margin for the
three months ended March 31, 2001 and 2000.

                                       3
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)


      Average Balances, Interest Yields and Rates and Net Interest Margin
                            (Tax-Equivalent Basis)

<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                        ----------------------------------------------------------
                                                                               March 31, 2001                   March 31, 2000
                                                                        ----------------------------   ---------------------------
                                                                         Average             Yield/    Average             Yield/
                                                                         Balance Interest(1) Rate (1)  Balance Interest(1) Rate (1)
                                                                        -------- ----------  -------   ------- ----------  -------
                                                                                        (dollars in millions)
<S>                                                                    <C>        <C>       <C>       <C>        <C>        <C>
ASSETS
Earning assets:
     Trading account securities.......................................  $     9.1  $  0.1    5.29%     $     2.3  $   0.0    5.82%
     Money market investments.........................................       24.5     0.3    5.62           59.3      0.9    5.85
Investment securities (2):
     Taxable..........................................................    3,595.7    55.7    6.29        3,714.3     56.0    6.06
     Tax exempt.......................................................      462.9     9.3    8.19          424.4      8.4    7.92
     Equity investments...............................................      287.8     5.2    7.38          245.4      1.9    3.05
                                                                        ---------  ------  ------      ---------  -------  ------
          Total investment securities.................................    4,346.4    70.3    6.56        4,384.0     66.2    6.07
                                                                        ---------  ------  ------      ---------  -------  ------
Loans held for sale...................................................       41.1     0.7    6.71           17.4      0.3    7.41
Loans (net of unearned income) (3):
     Commercial.......................................................    3,684.4    70.4    7.75        3,559.6     69.0    7.79
     Commercial real estate...........................................    2,337.4    46.7    8.10        2,344.9     47.2    8.09
     Residential mortgage.............................................      630.8    12.0    7.73          681.3     12.7    7.48
     Retail...........................................................    2,824.3    58.6    8.41        2,938.2     59.5    8.15
     Commercial leases receivable.....................................      659.0     7.7    4.76          607.2      7.5    4.96
     Retail leases receivable.........................................      338.1     6.1    7.32          391.5      7.1    7.30
     Foreign..........................................................      196.8     4.2    8.61          276.3      4.0    5.75
                                                                        ---------  ------  ------      ---------  -------  ------
          Total loans.................................................   10,670.8   205.7    7.82       10,799.0    206.8    7.70
                                                                        ---------  ------  ------      ---------  -------  ------
               Total earning assets...................................   15,091.8   277.1    7.45       15,262.0    274.2    7.23
Allowance for credit losses...........................................     (152.5)                        (157.4)
Cash and due from banks...............................................      783.7                          783.6
Other assets..........................................................    2,052.6                        1,662.5
                                                                        ---------                      ---------
          Total assets................................................  $17,775.6                      $17,550.6
                                                                        =========                      =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits in domestic offices:
     Interest bearing demand..........................................  $    85.0  $  0.0    1.43%     $   125.8  $   0.6    1.92%
     Money market accounts............................................    2,737.4    20.4    3.02        2,495.5     17.2    2.77
     Savings..........................................................    1,130.9     4.5    1.60        1,289.7      5.4    1.68
     Other consumer time..............................................    2,923.7    41.5    5.75        2,817.4     36.4    5.20
     Large denomination time..........................................    2,202.4    33.2    6.11        2,007.6     31.1    6.23
Deposits in foreign banking office....................................      264.9     3.9    5.90          288.1      4.0    5.61
                                                                        ---------  ------  ------      ---------  -------  ------
               Total interest bearing deposits........................    9,344.3   103.7    4.50        9,024.0     94.7    4.22
                                                                        ---------  ------  ------      ---------  -------  ------
Funds purchased.......................................................    1,535.5    20.7    5.46        1,581.8     22.3    5.67
Other borrowed funds, short-term......................................      401.8     5.4    5.50          616.9      8.3    5.39
Long-term debt........................................................    1,007.1    17.0    6.85        1,195.5     20.7    6.98
                                                                        ---------  ------  ------      ---------  -------  ------
               Total interest bearing liabilities.....................   12,288.7   146.8    4.85       12,418.2    146.0    4.73
                                                                        ---------  ------  ------      ---------  -------  ------
Noninterest bearing deposits..........................................    2,681.9                        2,640.1
Other liabilities.....................................................      842.9                          728.4
Redeemable preferred stock............................................        8.7                            8.5
Stockholders' equity..................................................    1,953.3                        1,755.5
                                                                        ---------                      ---------
     Total liabilities and stockholders' equity.......................  $17,775.6                      $17,550.6
                                                                        =========                      =========

Net interest income, tax-equivalent basis.............................             $130.3                         $ 128.3
                                                                                   ======                         =======
Net interest spread (4)...............................................                       2.60%                           2.50%
Contribution of interest free sources of funds........................                       0.90                            0.88
Net interest margin (5)...............................................                       3.50                             3.38%
</TABLE>

-----------------------------
(1)  Interest on loans to and obligations of public entities is not subject to
     Federal income tax. In order to make pre-tax yields comparable to taxable
     loans and investments, a tax-equivalent adjustment is used based on a 35%
     Federal tax rate.
(2)  Yields on investment securities available for sale are calculated based
     upon average amortized cost.
(3)  Nonaccrual loans are included under the appropriate loan categories as
     earning assets.
(4)  Net interest spread is the difference between the yield on average earning
     assets and the rate paid on average interest bearing liabilities.
(5)  Net interest margin is the ratio of net interest income on a fully tax-
     equivalent basis to average earning assets.

                                       4
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)


Noninterest Income

         The following table presents the components of noninterest income for
the three months ended March 31, 2001 and 2000.

                              Noninterest Income

<TABLE>
<CAPTION>
                                                 Three Months Ended
                                                      March 31,          Net Change
                                                 ------------------      ----------
                                                    2001      2000     Dollar   Percent
                                                    ----      ----     ------   -------
                                                        (dollars in thousands)
<S>                                              <C>       <C>       <C>         <C>
Service charges on deposit accounts.............  $25,516   $23,997   $ 1,519       6.3%
Trust and investment advisory fees..............   22,401    21,832       569       2.6
Electronic banking income.......................    7,158     5,985     1,173      19.6
Trading income..................................    6,147     2,909     3,238     111.3
Mortgage banking income.........................    4,792     2,203     2,589     117.5
Other income....................................   20,887    20,776       111       0.5
                                                  -------   -------   -------   -------
               Total fees and other income......   86,901    77,702     9,199      11.8
Securities gains, net...........................      234        32        202     631.3
                                                  -------   -------   -------   -------
        Total noninterest income................  $87,135   $77,734   $ 9,401      12.1%
                                                  =======   =======   =======   =======
</TABLE>


         Allfirst's noninterest income for the first quarter of 2001 was $87.1
million, a $9.4 million (12.1%) increase from noninterest income for the first
quarter of 2000. Total fees and other income, which represents noninterest
income from core banking activities, grew 11.8% in 2001 to $86.9 million.
Deposit service charges were $25.5 million, up $1.5 million (6.3%) from prior
year. Most of this growth was in retail deposit service charges, which are up
17% due primarily to higher non-sufficient funds charges in addition to modest
growth in corporate deposit fees from cash management activity. Trust and
investment advisory fees of $22.4 million were up $0.6 million compared to the
first quarter of 2000 with growth in corporate trust fees and proprietary
management fees. This 2.6% growth in trust and investment advisory fees was
achieved despite a decline in the U.S. equity markets in the first quarter of
2001 and the overall market uncertainty that continues to prevail. Electronic
banking income captures fee income from automated teller machines and
interchange income from VISA debit card transactions and grew by nearly 20% in
2001 to $7.2 million.

         Trading income, before the effect of the cost to carry derivative
assets on the balance sheet, increased by $3.2 million due to growth in foreign
exchange activities. Net of the cost to carry derivative assets, trading income
was $3.5 million for the first quarter of 2001 compared to $2.2 million for the
first quarter of 2000. Mortgage banking income for the first quarter of 2001
increased by $2.6 million (117.5%), due to a higher volume of loan origination
and mortgage placement fees. Other income was $20.9 million for the first
quarter of 2001, compared to $20.8 million for the same period last year.

                                       5
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)


Noninterest Expenses

         The following table presents the components of noninterest expenses for
the three months ended March 31, 2001 and 2000.

                             Noninterest Expenses

<TABLE>
<CAPTION>
                                                     Three Months Ended
                                                          March 31,            Net Change
                                                     ------------------        ----------
                                                       2001       2000      Dollar     Percent
                                                       ----       ----      ------     -------
                                                               (dollars in thousands)
<S>                                                <C>        <C>        <C>           <C>
Salaries and other personnel costs................  $ 76,076   $ 66,595   $  9,481      14.2%
Equipment costs...................................    11,397     11,856       (459)     (3.9)
Occupancy costs...................................     9,405      9,512       (107)     (1.1)
Other operating expenses:
     Postage and communications...................     4,513      5,114       (601)    (11.8)
     Advertising and public relations.............     2,295      2,986       (691)    (23.1)
     Lending and collection.......................     1,350      1,934       (584)    (30.2)
     Other operating expenses.....................    19,298     15,965      3,333      20.9
                                                    --------   --------   --------    ------
           Total operating expenses...............   124,334    113,962     10,372       9.1
Intangible assets amortization expense............    11,414     11,862       (448)     (3.8)
                                                    --------   --------   --------    ------
               Total noninterest expenses.........  $135,748   $125,824   $  9,924       7.9%
                                                    ========   ========   ========    ======
</TABLE>


         Allfirst's noninterest expenses for the quarter ended March 2001 were
$135.7 million, a $9.9 million (7.9%) increase from noninterest expenses for the
quarter ended March 31, 2000. Salaries and other personnel costs increased to
$76.1 million in 2001 resulting from higher base pay and increases in pension
and healthcare expenses. Base salary expense and incentives were up $4.2
million. Pension costs were $1.1 million higher in 2001 due to the negative
impact the financial markets had on plan asset values during the last half of
2000. Healthcare costs were $3.8 million higher due to higher claims volume and
medical costs in 2001. Equipment and occupancy costs had modest declines.

         Postage and communications expenses declined by $0.6 million,
reflecting lower telephone expenses due to technological improvements and
streamlining. Advertising and public relations costs were $2.3 million, a
decline of 23.1% over prior year, as the first quarter of 2000 included several
major initiatives focusing on customer retention and cross sell opportunities.
Lending and collection expenses declined 30%, mostly due to significant
recoveries of prior year's loan workout expenses. Other operating expenses for
the first quarter of 2001 were $19.3 million, up $3.3 million from the first
quarter of 2000 with increases in several categories.

                                       6
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)


ANALYSIS OF FINANCIAL CONDITION

         Allfirst's total assets at March 31, 2001 were $18.6 billion, a $143
million increase from total assets of $18.4 billion at December 31, 2000. Other
assets increased by $597 million due to forward contracts to sell $622 million
in mortgage-backed securities that settled in April 2001. Short-term investments
increased by $175 million to $225 million at March 31, 2001, while net loans
decreased $374 million and the investment portfolio decreased $179 million.

          Investment securities available for sale at March 31, 2001 of $4.2
billion had net unrealized gains of $7.5 million compared to net unrealized
losses of $23.1 million at December 31, 2000. The taxable equivalent yield on
the entire securities portfolio for the quarter ended March 31, 2001 was 6.56%
compared to 6.07% for the first quarter of 2000. Investment securities sold
(including forward contracts noted above) in the first three months of 2001
totaled $711 million and generated pretax gains of $234 thousand. In the first
three months of 2001, Allfirst purchased $741 million of investment securities
partially offsetting $242 million of maturities, calls and paydowns of
securities and the $711 million of securities sold.

         Loans and leases decreased $374 million when compared to December 31,
2000, as all categories of loans were down from the December 31, 2000 levels.
Total corporate loans were down $277 million, with the largest decrease from
commercial loans. At $3.6 billion, commercial loans were down $228 million from
year end mostly due to decreases in the large corporate and special industries
units due to substantial payouts during the first quarter of 2001. Commercial
real estate loans at $2.3 billion, which include commercial mortgages and
construction loans, decreased $39 million from year end. Commercial leases
decreased by $9 million while foreign loans at $201 million were only slightly
below December 31, 2000 levels.

         Total retail loans and leases were $3.1 billion at March 31, 2001, a
decrease of $68 million from December 31, 2000. This decrease was primarily
attributable to Allfirst's decision to curtail the origination of indirect
automobile loans in the fourth quarter of 2000. Indirect retail loans and leases
were down $111 million from December 31, 2000. However, other retail loans were
up $43 million mostly due to successful growth from Allfirst's home equity loans
and lines of credit. Residential mortgage loans declined as part of Allfirst's
ongoing strategy to hold residential mortgages in the form of mortgage backed
securities rather than as loans.

         Total deposits as of March 31, 2001 were $12.1 billion, a $570 million
decrease from total deposits of $12.7 billion at December 31, 2000. Noninterest
bearing deposits decreased $36 million from December 31, 2000. The decrease was
due to a $60 million decrease in commercial deposits offset by a $26 million
increase in retail deposits. These movements can be attributed to seasonal
trends. Total interest bearing deposits, including foreign balances decreased
$534 million when compared to December 31, 2000.

         The decrease in interest bearing deposits was due primarily to a drop
of $715 million in purchased deposits, as short-term large denomination time
deposits were down $556 million and foreign balances were down $159 million.
Excluding purchased deposits, interest bearing deposits actually increased by
$181 million. Interest bearing core deposit growth was led by a $172 million
increase in money market and savings balances and a $23 million increase in
interest bearing demand, offset by a modest decline in consumer time of $14
million. Growth in core interest bearing deposits was led by a $145 million
increase in retail deposits and $36 million growth from commercial deposits. To
the extent that Allfirst is able to meet its funding requirements with
noninterest bearing or interest bearing core deposits in place of purchased
funds, Allfirst's cost of funds decreases.

                                       7
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

Asset Quality

     Nonperforming assets were $96.0 million at March 31, 2001, compared to
$107.5 million at December 31, 2000, a decrease of $11.5 million. During the
first quarter of 2001, nonaccrual loans decreased $12.1 million. Additions to
nonaccrual loans in the first three months of 2001 aggregated $18.8 million.
These additions were offset by reductions in nonaccrual loans totaling $30.9
million, comprised of loan sales, paydowns and payoffs of nonaccrual loans
totaling $18.9 million, charge-offs of $5.9 million, loans returned to accrual
status of $3.9 million and transfers to other real estate and other assets owned
of $2.2 million. The decrease in nonaccrual loans was primarily attributable to
the sale of a $6.6 million loan of a healthcare provider and the reduction by
$10 million of a $20 million syndicated commercial loan to a financial services
provider through sale and partial charge-off.

     At March 31, 2001, Allfirst's total international maritime exposure was
$201.4 million, including loans, leases and letters of credit of $162.9 million,
$14.8 million in other foreign maritime assets, and $23.7 million in unfunded
loan commitments, letters of credit and risk participations. Nonperforming
assets at March 31, 2000 included no nonaccrual foreign maritime loans and $14.8
million in other  nonperforming maritime assets compared to $0.5 million in
nonaccrual foreign maritime loans and $15.5 million in other nonperforming
maritime assets at December 31, 2000.

     The process of establishing and managing the allowance with respect to
Allfirst's commercial portfolios begins when a loan officer initially assigns
each loan or lease a risk grade, based on a ten-point numerical scale and using
established credit criteria.  Risk grades are reviewed at least annually and are
also validated periodically on a selective basis by the independent Credit
Review Department.  Management meets quarterly to discuss current conditions
that affect various lines of business and that may warrant adjustments to
historical loss experience; adjustment factors that are considered include: the
levels and trends in past due and non-accrual loans; trends in loan volume;
effects of any changes in lending policies and procedures; changes in
underwriting; and the experience and depth of lending management.  Historical
factors by risk grade are carefully adjusted each quarter based on documentation
reflective of management's seasoned judgment.  Management also evaluates credit
risk concentration, including trends in large dollar exposures to related
borrowers, shared national credit exposure and industry concentrations.
Experience has demonstrated that concentration risk has the potential to
increase loan loss risk when influenced by external industry factors.  All
nonaccrual and classified loans in the commercial, commercial real estate
(construction and mortgages), foreign and commercial lease categories above
certain defined thresholds are analyzed individually to confirm the appropriate
risk rating and accrual status and to determine the need for a specific reserve.
During 2000, management introduced enhancements to support the calculation of
the general reserves for loans and leases in the commercial portfolios not
specifically reserved.  Each risk grade is assigned a graduated risk factor
based on probability of default and loss in event of default reflective of
historical loss rates over a full economic cycle.  The cycle currently being
used starts with the last recessionary period that began in 1990.  Management
believes that use of the graduated risk factors allows it to refine further the
determination of the allowance for this group of loans.

     From December 31, 2000 to March 31, 2001, specific reserves for nonaccrual
loans increased by $1.6 million due to lower-than-expected values on collateral
for several larger commercial loans that were placed on nonaccrual status.
Total allocated reserves increased by only $1.0 million, due mainly to declining
balances in all commercial loan portfolios at period-end and to a reduction in
the reserves for foreign loans.  Reserves allocated to the foreign maritime
portfolio declined marginally, due to stabilizing collateral values, risk
profiles and loan pay-downs.  In management's judgement, the overall economy is
showing signs of weakness, and upward adjustments to historic loss experience
reflect this weakness.  However, quarterly reviews of some larger loans indicate
that management weakness at the borrower, rather than weakness in the economy,
was the major contributor to declines in credit quality of these borrowers.
Changes in the reserves for the retail portfolios were slight, reflecting their
strong and stable asset quality.

     Reserves allocated to specific portfolios are Allfirst's best estimate of
inherent losses within a range of credit losses given the current economic
climate. Unallocated reserves are available to support losses that are probable
within the high end of the loss range as determined by statistical methods. As
of March 31, 2001, the unallocated reserve represented 33.8% of the total
allowance for loan and lease losses.

     The provision for loan and lease losses for the first three months of 2001
was $7.8 million, an increase of $0.7 million from the $7.0 million provision
for the first three months of 2000. Net charge-offs increased $0.7 million
compared to the first three months of 2000. The increase was primarily due to a
$3.1 million increase in commercial loan charge-offs offset by lower levels of
charge-offs in all other loan categories.

                                       8
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)


        The following table details information on the allowance for credit
losses and net charge-offs for the three months ended March 31, 2001 and 2000
and risk assets at March 31, 2001 and December 31, 2000.


                            Asset Quality Analysis

ALLOWANCE FOR CREDIT LOSSES

<TABLE>
<CAPTION>
                                                                                              Three Months Ended
                                                                                                    March 30,
                                                                                            -----------------------
                                                                                              2001           2000
                                                                                            --------       --------
                                                                                                (in thousands)
<S>                                                                                         <C>            <C>
Beginning balance........................................................................   $152,539       $157,351
Provision for credit losses..............................................................      7,750          7,032
Net charge-offs..........................................................................     (7,750)        (7,032)
Allowance attributable to loans sold.....................................................          -              -
                                                                                            --------       --------
     Ending balance......................................................................   $152,539       $157,351
                                                                                            ========       ========


NET CHARGE-OFFS (RECOVERIES) AS A PERCENTAGE OF AVERAGE LOANS BY CATEGORY

Commercial loans.........................................................................       0.49%          0.15%
Commercial real estate loans.............................................................       0.04           0.14
Residential mortgages....................................................................       0.32           0.28
Retail loans.............................................................................       0.37           0.37
Credit card loans........................................................................       0.64           1.36
Commercial leases receivable.............................................................       (.16)             -
Retail leases receivable.................................................................       0.64           0.66
Foreign loans............................................................................      (0.70)          1.43
                                                                                              ------           ----
     Total...............................................................................       0.29%          0.26%


RISK ASSETS

<CAPTION>
                                                                                            March 31,     December 31,
                                                                                              2001            2000
                                                                                            --------      -----------
                                                                                                  (in thousands)
<S>                                                                                         <C>           <C>
Nonaccrual loans:
Domestic:
     Commercial..........................................................................   $ 44,045       $ 52,231
     Commercial real estate..............................................................      4,097          6,728
     Residential mortgage................................................................     16,754         17,432
     Commercial Lease Receivable.........................................................      1,625          1,712
Foreign..................................................................................      1,400          1,928
                                                                                            --------       --------
          Total nonaccrual loans.........................................................     67,921         80,031
Other real estate and assets owned (1)...................................................     13,253         11,993
Other (2)................................................................................     14,837         15,515
                                                                                            --------       --------
          Total nonperforming assets.....................................................   $ 96,011       $107,539
                                                                                            ========       ========

Accruing loans contractually past due 90 days or more as to principal or interest........   $ 34,369       $ 33,330
                                                                                            ========       ========
</TABLE>
________________________________

(1)  Other real estate and assets owned represent collateral on loans to which
     Allfirst has taken title. This property, which is held for resale, is
     carried at fair value less estimated costs to sell.

(2)  Other includes maritime loans discussed in detail under "Nonperforming
     Assets."


                                       9
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (continued)


ASSET QUALITY RATIOS

<TABLE>
<CAPTION>
                                                                                      March 31,  December 31,
                                                                                        2001        2000
                                                                                        ----        ----
<S>                                                                                   <C>        <C>
Nonperforming assets as a percentage of:
     Total loans, net of unearned income plus other foreclosed assets owned........     0.91%       0.98%
Allowance for credit losses as a percentage of:
      Period end loans ............................................................     1.45        1.40
      Nonperforming loans .........................................................   224.58      190.60
</TABLE>

CAPITAL ADEQUACY AND RESOURCES

         Allfirst's capital strength provides the resources and flexibility to
capitalize on business growth and acquisition opportunities. At March 31, 2001,
Allfirst's Tier 1 risk based capital ratio was 10.23% ($1.6 billion of Tier 1
capital) and its total risk based capital ratio was 13.35% ($2.0 billion of
total risk based capital). Tier 1 capital consists primarily of common
stockholders' equity and qualifying amounts of subordinated capital trust
preferred securities less goodwill and certain intangible assets, while total
risk-based capital adds qualifying subordinated debt and the allowance for
credit losses, within permitted limits, to Tier 1 capital. Risk weighted assets
are determined by assigning various levels of risk to different categories of
assets and off-balance-sheet activities.

         The Federal Reserve Board's regulatory capital guidelines require a
minimum total capital to risk adjusted assets ratio of 8.0%. One-half of the
8.0% minimum must consist of tangible common stockholders' equity (Tier 1
capital). The leverage ratio measures Tier 1 capital to average assets less
goodwill and other disallowed intangible assets and must be maintained in
conjunction with the risk-based capital standards. The regulatory minimum for
the leverage ratio is 3.0%; however, this minimum applies only to top rated
banking organizations without any operating, financial or supervisory
deficiencies. Other organizations (including those experiencing or anticipating
significant growth) are expected to hold an additional capital cushion of at
least 100 to 200 basis points of Tier 1 capital and, in all cases, banking
organizations should hold capital commensurate with the level and nature of all
risks, including the volume and severity of problem loans, to which they are
exposed.

         Substantially the same capital requirements are applied to Allfirst's
banking subsidiaries under guidelines issued by the Federal Reserve Board and
the Office of the Comptroller of the Currency. As illustrated in the following
table, at March 31, 2001 Allfirst and its principal banking subsidiary were
"well capitalized" as defined by regulatory authorities.

                        Capital Adequacy Ratios

<TABLE>
<CAPTION>
                                                     Regulatory Capital Ratios
                                                     -------------------------
                                                     Tier 1    Total  Leverage
                                                     ------    -----  ---------
<S>                                                  <C>       <C>    <C>
Allfirst .........................................    10.23%   13.35%   9.29%
Allfirst Bank ....................................     9.76    11.90    8.65
Regulatory Guidelines:
     Minimum .....................................     4.00     8.00    3.00
     Well Capitalized.............................     6.00    10.00    5.00
</TABLE>

                                      10
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)


LIQUIDITY

         Dividends from subsidiaries are the primary source of funds for the
debt service requirements of Allfirst Financial Inc. Dividends from subsidiaries
totaled $60.2 million for the three months ended March 31, 2001. Management is
confident that the earnings and dividend capacity of its subsidiary banks will
be adequate to service interest obligations on the long-term debt of Allfirst.
Dividends were paid by Allfirst in the amounts of $46.4 million on March 30,
2001 to its sole common stockholder Allied Irish Banks, p.l.c. ("AIB").

                                      11
<PAGE>

                                  SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Amendment No. 1 to Quarterly Report on Form
10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

                                    Allfirst Financial Inc.


November 7, 2001                    By  /s/ Robert L. Carpenter, Jr.
                                    ----------------------------------
                                    Executive Vice President and Controller



                                      12