<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 June 30, 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 June 30, 2001, filed with the SEC on August 14, 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

         Net income to common stockholders for the three months ended June 30,
2001 was $51.6 million, a 10% increase when compared to net income to common
stockholders of $46.7 million for the three months ended June 30, 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 1.18% and 10.35%, respectively, for the three months
ended June 30, 2001 compared to 1.07% and 10.51% for the three months ended June
30, 2000.

         Net income to common stockholders for the six months ended June 30,
2001 of $97.4 million increased 6% when compared to net income to common
stockholders of $92.0 million for the six months ended June 30, 2000. Return on
average assets and return on average common stockholder's equity were 1.11% and
9.94%, respectively, for the six months ended June 30, 2001 compared to 1.05%
and 10.44% for the six months ended June 30, 2000.

         Allfirst's results for the six months ended June 30, 2001 included CCS
which was acquired in May (Note 2). CCS represented 1.2% of Allfirst's year over
year revenue growth and 1.6% of year over year expense growth.

         Total revenues grew 6% compared to last year, with a 12% increase in
noninterest income and a 3% increase in net interest income. The net interest
margin (on a tax equivalent basis) was 3.54%, up 15 basis points over the same
period last year. Excluding CCS, revenue growth was 5% which included a 9%
increase in noninterest income. Noninterest expenses were 9% higher reflecting
planned investments in retail / business banking and wealth management.
Excluding CCS, noninterest expenses grew 8% compared to last year. Higher
pension and healthcare costs represented 3% of the overall growth in noninterest
expenses for the first half of 2001. The provision for loan and lease losses was
$15.5 million compared to $16.9 million last year. The allowance for loan and
lease losses was 1.45% of total loans at June 30, 2001.

         Tangible net income, which excludes the amortization of goodwill and
other intangible assets related to purchase business combinations, was $62.5
million for the three months ended June 30, 2001, compared to $57.8 million for
the three months ended June 30, 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 1.49% and 20.43%,
respectively, for the three months ended June 30, 2001 compared to 1.38% and
23.71% for the three months ended June 30, 2000. Tangible net income for the six
months ended June 30, 2001 was $119.1 million compared to $113.9 million for the
six months ended June 30, 2000. Return on average tangible assets and return on
average tangible common equity were 1.42% and 19.95%, respectively, for the six
months ended June 30, 2001 compared to 1.37% and 23.90% for the six months ended
June 30, 2000.

                                        2

<PAGE>

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


         Nonperforming assets at June 30, 2001 were $86.7 million, or 0.82% of
loans, other real estate and other assets owned, a $20.8 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 six months of 2001. Asset quality is discussed in more detail
on page 21.

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
net interest income that is presented on pages 14 and 15 is on a tax-equivalent
basis. Net interest income as presented in the Consolidated Statements of Income
on page 3 is on a non tax-equivalent basis.

         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 June 30,
2001 was $133.6 million, an increase of $4.3 million when compared to net
interest income of $129.3 million for the three months ended June 30, 2000. The
net interest margin was 3.57% for the second quarter of 2001, up 17 basis points
from the same period last year.

         Net interest income on a tax-equivalent basis for the six months ended
June 30, 2001 was $263.9 million, an increase of $6.4 million when compared to
net interest income of $257.6 million for the six months ended June 30, 2000.
The net interest margin improved by 15 basis points to 3.54% supported by higher
loan product margins. The spread between the yield on earning assets and the
rate paid on interest bearing liabilities for the first half of 2001 was 2.68%,
up 18 basis points compared to the first half of 2000. Net interest income has
been favorably impacted by market interest rates.

         The following tables provide additional information on Allfirst's
average balances, interest yields and rates, and net interest margin for the
three months and six months ended June 30, 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
                                                      ------------------------------------------------------------------------------
                                                                 June 30, 2001                              June 30, 2000
                                                      -------------------------------------    -------------------------------------
                                                        Average                     Yield/        Average                    Yield/
                                                        Balance      Interest (1)  Rate (1)       Balance     Interest      Rate (1)
                                                      ----------     -----------  ---------    ------------   --------   -----------
                                                                                  (dollars in millions)
<S>                                                   <C>            <C>          <C>          <C>            <C>        <C>
ASSETS
Earning assets:
     Trading account securities ..................    $      3.4      $     0.0       4.92%   $        3.4   $    0.1        6.57%
     Money market investments ....................          27.0            0.3       4.05            52.5        0.8        6.51
Investment securities (2):
     Taxable .....................................       3,552.9           54.6       6.16         3,731.7       55.4        5.97
     Tax exempt ..................................         470.8            9.5       8.10           423.2        8.4        7.98
     Equity investments ..........................         291.6            2.0       2.72           167.1        3.7        8.94
                                                      ----------       --------     ------     -----------    -------       -----
          Total investment securities ............       4,315.3           66.1       6.14         4,321.9       67.5        6.28
                                                      ----------       --------     ------     -----------    -------       -----
Loans held for sale ..............................          46.4            0.7       6.35            22.5        0.4        7.31
Loans (net of unearned income) (3):
     Commercial ..................................       3,749.6           63.5       6.79         3,725.2       74.8        8.07
     Commercial real estate ......................       2,311.0           42.9       7.45         2,357.6       48.5        8.27
     Residential mortgage ........................         562.7           10.6       7.54           674.0       12.5        7.45
     Retail ......................................       2,827.3           57.0       8.09         2,906.9       59.9        8.28
     Commercial leases receivable ................         652.0            7.5       4.64           591.5        7.2        4.88
     Retail leases receivable ....................         307.6            5.6       7.24           388.3        7.0        7.24
     Foreign .....................................         193.1            3.2       6.71           262.0        5.0        7.56
                                                      ----------       --------     ------     -----------    -------       -----
          Total loans ............................      10,603.3          190.3       7.20        10,905.5      214.7        7.92
                                                      ----------       --------     ------     -----------    -------       -----
             Total earning assets ................      14,995.4          257.4       6.88        15,306.0      283.5        7.45
Allowance for credit losses ......................        (152.5)                                   (157.4)
Cash and due from banks ..........................         780.6                                     740.8
Other assets .....................................       1,999.2                                   1,713.5
                                                      ----------                              ------------
       Total assets ..............................    $ 17,622.7                              $   17,602.9
                                                      ==========                              ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits in domestic offices:
     Interest bearing demand .....................    $     91.2      $     0.3       1.37%   $      126.4   $    0.6        1.84%
     Money market accounts .......................       2,879.2           17.3       2.41         2,527.3       18.1        2.88
     Savings .....................................       1,151.1            4.2       1.47         1,282.2        5.4        1.69
     Other consumer time .........................       2,883.5           40.5       5.63         2,859.3       38.4        5.40
     Large denomination time .....................       1,966.5           24.6       5.02         1,981.5       31.8        6.45
Deposits in foreign banking office ...............         132.8            1.4       4.32           212.6        3.1        5.97
                                                      ----------       --------     ------     -----------    -------       -----
             Total interest bearing deposits .....       9,104.4           88.4       3.89         8,989.3       97.4        4.36
                                                      ----------       --------     ------     -----------    -------       -----


Funds purchased ..................................       1,539.2           16.1       4.20         1,778.5       27.4        6.20
Other borrowed funds, short-term .................         391.6            4.1       4.19           573.0        8.2        5.76
Long-term debt ...................................       1,011.1           15.2       6.04         1,195.6       21.3        7.15
                                                      ----------       --------     ------     -----------    -------       -----
             Total interest bearing liabilities ..      12,046.3          123.8       4.12        12,536.5      154.2        4.95
                                                      ----------       --------     ------     -----------    -------       -----
Noninterest bearing deposits .....................       2,790.5                                   2,638.0
Other liabilities ................................         778.3                                     633.1
Redeemable preferred stock .......................           8.7                                       8.5
Stockholders' equity                                     1,998.8                                   1,786.8
                                                      ----------                               -----------
     Total liabilities and stockholders' equity ..    $ 17,622.6                              $   17,602.8
                                                      ==========                              ============

Net interest income, tax-equivalent basis ........                    $   133.6                              $  129.3
                                                                      =========                              ========
Net interest spread (4) ..........................                                    2.76%                                  2.50%
Contribution of interest free sources of funds ...                                    0.81                                   0.90
Net interest margin (5) ..........................                                    3.57                                   3.40%
</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 tax equivalent
     basis to average earning assets.

                                        4

<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>
                                                                                      Six Months Ended
                                                              -----------------------------------------------------------------
                                                                       June 30, 2001                    June 30, 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 ............................... $     6.2  $     0.2       5.19% $     2.8   $    0.1       6.32%
   Money market investments .................................      25.8         .6       4.79       55.9        1.7       6.16
Investment securities (2):
     Taxable ................................................   3,574.1      110.3       6.22    3,722.9      111.3       6.01
     Tax exempt .............................................     466.9       18.8       8.14      423.8       16.7       7.95
     Equity investments .....................................     289.7        7.2       5.03      206.2        5.6       5.43
                                                              ---------  ---------  ---------  ---------  ---------  ---------
          Total investment securities .......................   4,330.7      136.3       6.35    4,352.9      133.6       6.17
                                                              ---------  ---------  ---------  ---------  ---------  ---------
Loans held for sale .........................................      43.7        1.4       6.52       20.0         .7       7.35
Loans (net of unearned income) (3):
     Commercial .............................................   3,717.2      133.8       7.26    3,642.4      143.7       7.94
     Commercial real estate .................................   2,324.2       89.6       7.77    2,351.2       95.6       8.18
     Residential mortgage ...................................     596.5       22.6       7.64      677.7       25.2       7.47
     Retail .................................................   2,825.7      115.6       8.25    2,922.6      119.4       8.21
     Commercial leases receivable ...........................     655.5       15.3       4.70      599.4       14.7       4.92
     Retail leases receivable ...............................     322.8       11.7       7.28      389.9       14.1       7.27
     Foreign ................................................     195.0        7.4       7.67      269.1        8.9       6.63
                                                              ---------  ---------  ---------  ---------  ---------  ---------
          Total loans .......................................  10,636.9      396.0       7.51   10,852.3      421.6       7.81
                                                              ---------  ---------  ---------  ---------  ---------  ---------
               Total earning assets .........................  15,043.3      534.5       7.17   15,283.9      557.7       7.34
Allowance for credit losses .................................    (152.5)                          (157.4)
Cash and due from banks .....................................     782.1                            762.2
Other assets ................................................   2,025.8                          1,688.0
                                                              ---------                        ---------
       Total assets ......................................... $17,698.7                        $17,576.7
                                                              =========                        =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits in domestic offices:
     Interest bearing demand ................................ $    88.1  $     0.6       1.40% $   126.1   $    1.2       1.88%
     Money market accounts ..................................   2,808.7       37.7       2.71    2,511.4       35.2       2.82
     Savings ................................................   1,141.1        8.7       1.54    1,286.0       10.8       1.69
     Other consumer time ....................................   2,903.5       81.9       5.69    2,838.3       74.7       5.30
     Large denomination time ................................   2,083.8       57.8       5.59    1,994.5       62.9       6.34
Deposits in foreign banking office ..........................     198.5        5.3       5.37      250.4        7.2       5.76
                                                              ---------  ---------  ---------  ---------  ---------  ---------
               Total interest bearing deposits ..............   9,223.7      192.0       4.20    9,006.7      192.0       4.29
                                                              ---------  ---------  ---------  ---------  ---------  ---------
Funds purchased .............................................   1,537.4       36.8       4.83    1,680.1       49.6       5.95
Other borrowed funds, short-term ............................     396.7        9.6       4.85      595.0       16.5       5.57
Long-term debt ..............................................   1,009.1       32.2       6.44    1,195.6       42.0       7.06
                                                              ---------  ---------  ---------  ---------  ---------  ---------
               Total interest bearing liabilities ...........  12,166.9      270.6       4.49   12,477.4      300.1       4.84
                                                              ---------  ---------  ---------  ---------  ---------  ---------
Noninterest bearing deposits ................................   2,736.6                          2,639.0
Other liabilities ...........................................     810.3                            680.7
Redeemable preferred stock ..................................       8.7                              8.5
Stockholders' equity ........................................   1,976.2                          1,771.1
                                                              ---------                        ---------
     Total liabilities and stockholders' equity ............. $17,698.7                        $17,576.7
                                                              =========                        =========
Net interest income, tax-equivalent basis ...................            $   263.9                         $  257.6
                                                                         =========                        =========
Net interest spread (4) .....................................                            2.68%                            2.50%
Contribution of interest free sources of funds ..............                            0.86                             0.89
Net interest margin (5) .....................................                            3.54                             3.39%
</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 tax equivalent
     basis to average earning assets.




                                        5

<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 June 30, 2001 and 2000.

                               Noninterest Income

<TABLE>
<CAPTION>
                                                Three Months Ended
                                                     June 30,              Net Change
                                                ------------------         ----------
                                                  2001        2000      Dollar     Percent
                                                  ----        ----      ------     -------
                                                         (dollars in thousands)
<S>                                             <C>      <C>          <C>          <C>
Service charges on deposit  accounts ........   $ 28,284   $ 24,591   $  3,693      15.0%
Trust and investment advisory fees ..........     20,840     21,995     (1,155)     (5.3)
Electronic banking income ...................      8,525      7,356      1,169      15.9
Mortgage banking income .....................      5,934      3,065      2,869      93.6
Trading income ..............................      5,341      4,345        996      22.9
Other income ................................     27,759     24,495      3,264      13.3
                                                --------   --------   --------      ----
               Total fees and other income...     96,683     85,847     10,836      12.6
Securities gains, net .......................        187        143         44      30.8
                                                --------   --------   --------      ----
        Total noninterest income ............   $ 96,870   $ 85,990   $ 10,880      12.7%
                                                ========   ========   ========      ====
</TABLE>



         Allfirst's noninterest income for the quarter ended June 30, 2001 was
$96.9 million, a $10.9 million (12.7%) increase from noninterest income for the
quarter ended June 30, 2000. Excluding CCS noninterest income which is included
under the caption "other income", total noninterest income was $91.9 million
representing a $5.9 million increase (6.9%) over the same period last year.

         Deposit service charges were $28.3 million, up $3.7 million (15.0%)
from the same quarter last year led by 20% growth in retail deposit service
charges and 12% growth in corporate deposit service charges. Retail deposit
service charge growth was due primarily to higher levels of non-sufficient funds
income resulting from improved fee waiver management and a higher number of
retail checking accounts while corporate deposit service charge growth reflected
increased cash management activity. Trust and investment advisory fees of $20.8
million were down 5.3% due primarily to the decline in the U.S. equity markets
that began in 2000 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 16% in
the second quarter of 2001 compared to the second quarter of 2000 to $8.5
million.

         Mortgage banking income for the second quarter of 2001 increased by
$2.9 million (93.6%), due to a higher volume of loan origination and mortgage
placement fees predominately from Allfirst's commercial mortgage banking
operations. Trading income, before the effect of the cost to carry derivative
assets on the balance sheet, increased by $1.0 million due to growth in both
proprietary and corporate trading. Net of the cost to carry derivative assets,
trading income increased by $0.7 million. Other income, excluding CCS, was $22.8
million for the second quarter of 2001 compared to $24.5 million, a decline of
$1.7 million, mostly due to higher lease residual and venture capital gains in
the prior year.

                                        6

<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 six months ended June 30, 2001 and 2000.

                               Noninterest Income

<TABLE>
<CAPTION>
                                                                            Six Months Ended
                                                                                June 30,              Net Change
                                                                            ----------------          ----------
                                                                             2001      2000      Dollar      Percent
                                                                             ----      ----      ------      -------
                                                                                    (dollars in thousands)
<S>                                                                       <C>       <C>         <C>          <C>
Service charges on deposit accounts ...................................   $ 53,800   $ 48,588   $  5,212       10.7%
Trust and investment advisory fees ....................................     43,241     43,827       (586)      (1.3)
Electronic banking income .............................................     15,683     13,341      2,342       17.6
Mortgage banking income ...............................................     10,726      5,268      5,458      103.6
Trading income ........................................................     11,488      7,252      4,236       58.4
Other income ..........................................................     48,646     45,273      3,373        7.5
                                                                          --------   --------   --------     ------
               Total fees and other income ............................    183,584    163,549     20,035       12.3
Securities gains, net .................................................        421        175        246      140.6
                                                                          --------   --------   --------     ------
        Total noninterest income ......................................   $184,005   $163,724   $ 20,281       12.4%
                                                                          ========   ========   ========     ======
</TABLE>


         Allfirst's noninterest income for the six months ended June 30, 2001
was $184.0 million, a $20.3 million (12.4%) increase from noninterest income for
the first six months ended June 30, 2000. Excluding CCS noninterest income,
total noninterest income was $179.0 million which represents a $15.3 million
increase (9.4%) over the same period last year.

         Deposit service charges of $53.8 million were up $5.2 million (10.7%)
from the prior year. Retail deposit service charges grew $3.3 million due to a
28% increase in retail non-sufficient funds income. Corporate deposit service
charges were up $1.9 million (6.2%). Trust and investment advisory fees were
$43.2 million, a modest decline of 1.3% considering the weakening in the U.S.
equity markets that began in 2000 and the overall market uncertainty that
continues to prevail. Electronic banking income grew by nearly 18% in 2001 to
$15.7 million.

         Mortgage banking income for the first half of 2001 increased by $5.5
million (103.6%), due to a higher volume of loan origination and mortgage
placement fees predominately from Allfirst's commercial mortgage banking
operations. Trading income, before the effect of the cost to carry derivative
assets on the balance sheet, increased by $4.2 million due to higher proprietary
and corporate trading income. Net of the cost to carry derivative assets,
trading income was up $2.0 million from the first half of 2000. Other income,
excluding CCS, was $43.7 million for the first half of 2001, compared to $45.3
million for the same period last year.

                                        7

<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 June 30, 2001 and 2000.

                              Noninterest Expenses

<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                                 June 30,              Net Change
                                                                                 --------              ----------
                                                                             2001       2000      Dollar      Percent
                                                                             ----       ----      ------      -------
                                                                                    (dollars in thousands)
<S>                                                                        <C>        <C>        <C>          <C>
Salaries and other personnel costs .....................................   $ 79,244   $ 69,086   $ 10,158      14.7 %
Equipment costs ........................................................     11,645     11,076        569       5.1
Occupancy costs ........................................................      9,066      9,038         28       0.3
Other operating expenses:
     Postage and communications ........................................      5,045      4,945        100       2.0
     Advertising and public relations ..................................      4,792      3,972        820      20.6
     Lending and collection ............................................      1,185      1,427       (242)    (17.0)
     Other operating expenses ..........................................     20,975     18,438      2,537      13.8
                                                                           --------   --------   --------     -----
           Total operating expenses ....................................    131,952    117,982     13,970      11.8
Intangible assets amortization expense .................................     11,764     11,974       (210)     (1.8)
                                                                           --------   --------   --------     -----
               Total noninterest expenses ..............................   $143,716   $129,956   $ 13,760      10.6 %
                                                                           ========   ========   ========     =====
</TABLE>


     Allfirst's noninterest expenses for the quarter ended June 30, 2001 were
$143.7 million, a $13.8 million (10.6%) increase from noninterest expenses for
the quarter ended June 30, 2000. Excluding CCS expenses, total noninterest
expenses were $139.7 million representing a $9.7 million (7.5%) increase over
the same quarter last year.

     Salaries and other personnel costs, excluding CCS, were $76.4 million for
the second quarter of 2001, up $7.4 million (10.7%) from the same quarter last
year. This reflected higher salaries and incentives of $3.8 million due to
resource investments in retail / business banking and wealth management. Other
personnel costs increased by $3.5 million as pension costs increased due to the
negative impact of the financial markets on plan asset values and healthcare
cost increased as a result of higher claims volume and increases in medical
costs in 2001.

     Advertising and public relations, excluding CCS, increased 19.4 % over same
quarter last year. This increase was due to the timing of advertising campaigns
within quarters as year to date advertising and public relations has increased
by only 1.1% compared to the first six months of 2000. Lending and collection
expenses declined 17%, primarily due to lower loan workout expenses.

     Other operating expenses for the second quarter of 2001, excluding CCS,
were $20.3 million, up $1.8 million (9.9%) from the second quarter of 2000.
Other expenses included an increase in the automobile lease residual valuation
reserve, higher external service costs, higher professional fees, an increase in
miscellaneous losses and various other increases, offset by lower deferred
compensation expense.

                                        8

<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
six months ended June 30, 2001 and 2000.

                              Noninterest Expenses

<TABLE>
<CAPTION>
                                                                                    Six Months Ended
                                                                                        June 30,             Net Change
                                                                                        --------             ----------
                                                                                    2001       2000      Dollar     Percent
                                                                                    ----       ----      ------     -------
                                                                                            (dollars in thousands)
<S>                                                                               <C>        <C>        <C>         <C>
Salaries and other personnel costs ............................................   $155,320   $135,681   $ 19,639      14.5%
Equipment costs ...............................................................     23,042     22,932        110       0.5
Occupancy costs ...............................................................     18,471     18,550        (79)     (0.4)
Other operating expenses:
     Postage and communications ...............................................      9,558     10,059       (501)     (5.0)
     Advertising and public relations .........................................      7,087      6,958        129       1.9
     Lending and collection ...................................................      2,535      3,361       (826)    (24.6)
     Other operating expenses .................................................     40,273     34,403      5,870      17.1
                                                                                  --------   --------   --------    ------
           Total operating expenses ...........................................    256,286    231,944     24,342      10.5
Intangible assets amortization expense ........................................     23,178     23,836       (658)     (2.8)
                                                                                  --------   --------   --------    ------
               Total noninterest expenses .....................................   $279,464   $255,780   $ 23,684       9.3%
                                                                                  ========   ========   ========    ======
</TABLE>


     Allfirst's noninterest expenses for the six months ended June 30, 2001 were
$279.5 million, a $23.7 million (9.3%) increase from the same period in 2000.
Excluding CCS expenses, total noninterest expenses were $275.4 million
representing a $19.6 million (7.7%) increase over the same period last year.

     Salaries and other personnel costs, excluding CCS, increased to $152.5
million in 2001 representing a 12.4% increase. Base salary expense and
incentives were up $8.1 million reflecting additional investments in retail /
business banking and wealth management. Other personnel costs were up $8.8
million with the most significant increases in pension and healthcare costs.
Pension costs were $2.6 million higher in 2001 due to the negative impact of the
financial markets on plan asset values. Healthcare costs were up $5.3 million
due to higher claims volume and medical costs in 2001.

     Lending and collection expenses declined nearly 25%, mostly due to
significantly lower loan workout expenses. Other operating expenses, excluding
CCS, were $39.6 million, up $5.2 million from the first six months of 2000.
Other expenses included higher losses on automobile lease residual sales and
increases in professional fees, charitable contributions and external service
costs.

                                        9

<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 June 30, 2001 were $17.9 billion, a $538 million
decrease from total assets of $18.4 billion at December 31, 2000. Short-term
investments increased by $206 million to $255 million at June 30, 2001, while
net loans decreased $354 million and the investment portfolio decreased $76
million. Other assets decreased by $214 million primarily due to a decrease in
the fair value of derivative and forward contracts held. Cash balances were down
$131 million to $803 million at June 30, 2001.

     Investment securities available for sale at June 30, 2001 of $4.2 billion
had net unrealized losses of $1.3 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 six months ended June 30, 2001 was 6.35% compared
to 6.17% for the first six months of 2000. Investment securities sold in the
first six months of 2001 totaled $0.8 billion and generated pretax gains of $0.4
million. In the first half of 2001, Allfirst purchased $1.3 billion of
investment securities partially offsetting $0.6 billion of maturities, calls and
paydowns of securities and the $0.8 billion of securities sold.

     Total loans, net of unearned income, were $10.6 billion at June 30, 2001, a
decrease of $354 million from December 31, 2000. This decrease reflects
Allfirst's on-going decision to curtail its exposure to indirect lending and
residential mortgages. Loan balances excluding curtailed businesses were flat
compared to December 31, 2000. Retail loans, excluding indirect lending, were up
$136 million, or 12% on an annualized basis. This is primarily due to strong
growth from Allfirst's home equity product lines. Although the commercial loan
portfolio is down overall, middle market commercial loans grew by 9% on an
annualized basis during the first six months of 2001.

     Allfirst's commercial real estate portfolio represents loans secured
primarily by commercial real estate property. Commercial real estate loans of
$2.3 billion were down slightly from year end levels and comprised 22% of the
total loan portfolio at June 30, 2001. Allfirst continues to emphasize
relationship lending with a focus on quality investor real estate products and
owner-occupied properties within Allfirst's geographical market place. As of
June 30, 2001, approximately $1.0 billion of the commercial real estate
portfolio (41%) was secured by owner-occupied properties, compared to $1.0
billion (43%) at December 31, 2000.

     Total deposits as of June 30, 2001 were $12.1 billion compared to $12.7
billion at December 31, 2000. This decrease was due to a reduction in purchased
deposits, as short-term large denomination time deposits and foreign balances
were down from year end levels. Allfirst met its funding requirements with an
increase in core deposits of $104 million, driven by retail deposit growth. Core
deposits are deposits generated from retail and commercial customers, and
exclude purchased deposits. Successful campaigns to retain and increase core
deposits resulted in a significant increase in Allfirst's Money Fund Alternative
(TMFA) product. Retail noninterest bearing demand, money market and savings
deposits also increased offset by very modest declines in retail interest
bearing demand and consumer time accounts. Other increases in core deposits came
from corporate customers as commercial interest bearing demand, money market and
savings balances were all up from year end levels, offset by slightly lower
commercial noninterest bearing demand balances.

                                       10

<PAGE>

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

Asset Quality

     Nonperforming assets were $86.7 million at June 30, 2001, compared to
$107.5 million at December 31, 2000, a decrease of $20.8 million. During the
first half of 2001, nonaccrual loans decreased $11.5 million. Additions to
nonaccrual loans in the first six months of 2001 aggregated $31.9 million. These
additions were offset by reductions in nonaccrual loans totaling $43.4 million,
comprised of loan sales, paydowns and payoffs of nonaccrual loans totaling $23.9
million, charge-offs of $10.1 million, loans returned to accrual status of $6.4
million and transfers to other real estate and other assets owned of $3.0
million. The decrease in nonaccrual loans was primarily attributable to the sale
of a $6.6 million loan to a healthcare provider and the $10 million reduction of
a $20 million syndicated commercial loan to a financial services provider
through sale and partial charge-off.

     At June 30, 2001, Allfirst's total international maritime exposure was
$172.4 million, including loans, leases and letters of credit of $152.7 million,
$6.9 million in other foreign maritime assets, and $12.9 million in unfunded
loan commitments, letters of credit and risk participations. Nonperforming
assets at June 30, 2001 included no nonaccrual foreign maritime loans and $6.9
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.

         At June 30, 2001, specific reserves returned to their lower, year-end
2000 level following partial charge-offs on a number of loans that were placed
on nonaccrual status during the first quarter as the workout process for these
loans progressed during the second quarter. From December 31, 2000 to June 30,
2001, total allocated reserves increased by $3.8 million, due primarily to the
trend of increasing past-due commercial loans and the slowing economy.
Continuing strong asset quality and ongoing strength in regional commercial real
estate markets resulted in slightly lower reserves for the commercial real
estate portfolio. Reserves allocated to the foreign maritime portfolio declined
by $1.5 million due to stabilizing collateral values, improved risk profiles and
loan pay-downs. Reserves for the retail portfolios decreased by nearly $1.0
million. Lower reserves for indirect loans and leases reflected lower
outstanding balances, offset somewhat by increasing loss rates on these
portfolios; Allfirst has curtailed its indirect auto leasing and lending
business lines. Changes in reserves for other retail portfolios were slight,
reflecting the stable and strong asset quality.

         The provision for loan and lease losses for the first six months of
I2001 was $15.5 million, a decrease of $1.4 million from the $16.9 million
provision for the first half of 2000. The decrease in net charge-offs compared
to the first six months of 2000 reflected lower commercial and foreign net
charge-offs of $0.7 million and $1.1 million, respectively, offset by an
increase in residential mortgage net charge-offs of $0.5 million. Residential
mortgage net charge-offs as a percentage of average loans also increased to
0.39% from 0.21% due to a higher level of recoveries in the prior year.

                                       11

<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 six months ended June 30, 2001 and 2000 and
nonperforming assets at June 30, 2001 and December 31, 2000.

                             Asset Quality Analysis

ALLOWANCE FOR CREDIT LOSSES

                                                        Six Months Ended
                                                           June 30,
                                                   --------------------------
                                                      2001             2000
                                                   ---------        ---------
                                                           (in thousands)
Beginning balance ............................     $ 152,539        $ 157,351
Provision for credit losses ..................        15,509           16,875
Net charge-offs ..............................       (15,509)         (16,875)
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 ................................             0.44%       0.47%
Commercial real estate loans ....................             0.02        0.01
Residential mortgages ...........................             0.39        0.21
Retail loans ....................................             0.38        0.37
Commercial leases receivable ....................            (0.09)       0.05
Retail leases receivable ........................             0.79        0.61
Foreign loans ...................................            (0.25)       0.66
                                                              ----        ----
     Total ......................................             0.29%       0.31%

NONPERFORMING ASSETS

<TABLE>
<CAPTION>
                                                                                            June 30,        December 31,
                                                                                              2001             2000
                                                                                           ----------       -----------
                                                                                                  (in thousands)
<S>                                                                                        <C>              <C>
Nonaccrual loans:
Domestic:
     Commercial ...................................................................         $ 44,440         $ 52,231
     Commercial real estate .......................................................            4,225            6,728
     Residential mortgage .........................................................           15,445           17,432
     Commercial lease receivable ..................................................            3,033            1,712
Foreign ...........................................................................            1,400            1,928
                                                                                            --------         --------
          Total nonaccrual loans ..................................................           68,543           80,031
Other real estate and assets owned (1) ............................................           11,256           11,993
Other nonperforming maritime assets ...............................................            6,876           15,515
                                                                                            --------         --------
          Total nonperforming assets ..............................................         $ 86,675         $107,539
                                                                                            ========         ========

Accruing loans contractually past due 90 days or more as to principal
or interest .......................................................................         $ 30,949         $ 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.

                                       12

<PAGE>

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

ASSET QUALITY RATIOS

<TABLE>
<CAPTION>
                                                                                                        June 30,     December 31,
                                                                                                          2001          2000
                                                                                                        --------     -----------
<S>                                                                                                     <C>          <C>
Nonperforming assets as a percentage of :
     Total loans, net of unearned income plus other foreclosed assets owned ....................           0.82%          0.98%
Allowance for credit losses as a percentage of :
     Period end loans ..........................................................................           1.45           1.40
     Nonperforming loans .......................................................................         222.54         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 June 30, 2001,
Allfirst's Tier 1 risk based capital ratio was 10.44% ($1.6 billion of Tier 1
capital) and its total risk based capital ratio was 13.43% ($2.1 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 June 30, 2001, Allfirst and its principal banking subsidiary were "well
capitalized" as defined by regulatory authorities.

                             Capital Adequacy Ratios

                                               Regulatory Capital Ratios
                                               -------------------------
                                             Tier 1       Total      Leverage
                                             ------       -----      --------

Allfirst ...........................         10.44%       13.43%       9.60%
Allfirst Bank ......................         10.00        12.12        8.94
Regulatory Guidelines:
     Minimum .......................          4.00         8.00        3.00
     Well Capitalized ..............          6.00        10.00        5.00

                                       13

<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 $60.5 million for the six months ended June 30, 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 amount of $46.4 million on March 30, 2001
to its sole common stockholder, Allied Irish Banks, p.l.c. ("AIB").

                                       14

<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

                                       15