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

                                   FORM 10-QSB

(Mark  One)

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

       For the quarterly period ended:  June 30, 2000
                                        -------------

       TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE SECURITIES
---    EXCHANGE  ACT  OF  1934
       For  the  transition  period  from  ______________  to  _______________

                       Commission file number: 33-43317
                                               --------

                              EASTON BANCORP, INC.
                              --------------------
        (Exact name of small business issuer as specified in its charter)

                Maryland                          52-1745344
                --------                      -------------------
        (State of incorporation)     (I.R.S. Employer Identification No.)

                  501 Idlewild Avenue, Easton, Maryland  21601
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (410) 819-0300
                                 --------------
                           (Issuer's telephone number)

                                 Not Applicable
                                 --------------
    (Former name, former address and former fiscal year, if changed since last
                                     report)


     Check  whether  the  issuer:  (1) filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been  subject  to  such  filing  requirements  for  the  past  90  days.
Yes  X   No
    ---     ---

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the  latest  practicable  date:

     On  August  4, 2000, 560,318 shares of the issuer's common stock, par value
$.10  per  share,  were  issued  and  outstanding.

     Transitional  Small Business Disclosure Format (check one): Yes      No  X
                                                                     ---     ---


<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.

<TABLE>
<CAPTION>
                       EASTON BANCORP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


                                                     June 30,     December 31,
                                                       2000           1999
                                                   ------------  --------------
<S>                                                <C>           <C>
                                    ASSETS

Cash and due from banks                            $ 1,745,331   $   2,576,335
Federal funds sold                                   1,611,976         824,727
Investment in Federal Home Loan Bank stock             204,200         179,000
Investment securities available-for-sale             4,420,055       4,203,828
Loans held for sale                                    193,000          70,000
Loans, less allowance for credit losses of
   $731,553 and $610,396, respectively              51,775,009      45,936,298
Premises and equipment, net                          1,669,564       1,694,652
Intangible assets, net                                  12,880          15,691
Accrued interest receivable                            355,440         300,536
Other assets                                            40,227          46,004
Deferred income taxes                                   48,226         177,017
                                                   ------------  --------------
       Total assets                                $62,075,908   $  56,024,088
                                                   ============  ==============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits
   Noninterest-bearing                             $ 4,506,248   $   3,678,246
   Interest-bearing                                 50,617,928      43,448,200
                                                   ------------  --------------
     Total deposits                                 55,124,176      47,126,446
Accrued interest payable                               117,033         108,888
Securities sold under agreements to repurchase          62,545         280,667
Note payable                                         1,633,516       3,578,493
Other liabilities                                       56,492          45,964
                                                   ------------  --------------
     Total liabilities                              56,993,762      51,140,458
                                                   ------------  --------------

Stockholders' equity
   Common stock, par value $.10 per share;
     Authorized 5,000,000 shares, 560,318 shares
     issued and outstanding                             56,032          56,032
   Additional paid-in-capital                        5,227,487       5,227,487
   Retained earnings (deficit)                       ( 120,491)       (322,518)
                                                   ------------  --------------
                                                     5,163,028       4,961,001
   Accumulated other comprehensive income              (80,882)        (77,371)
                                                   ------------  --------------
     Total stockholders' equity                      5,082,146       4,883,630
                                                   ------------  --------------
     Total liabilities and stockholders' equity    $62,075,908   $  56,024,088
                                                   ============  ==============
</TABLE>

See  accompanying  Notes  to  Consolidated  Financial  Statements.


                                        1
<PAGE>
<TABLE>
<CAPTION>
                       EASTON BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                      Three Months Ended      Six Months Ended
                                           June  30,             June  30,
                                     --------------------  ----------------------
                                        2000       1999       2000        1999
                                     ----------  --------  ----------  ----------
<S>                                  <C>         <C>       <C>         <C>
Interest revenue
 Loans, including fees               $1,170,706  $866,152  $2,227,833  $1,633,089
 Investment securities                   76,312    63,111     144,540     135,770
 Federal funds sold                      12,260    15,629      41,416      78,028
                                     ----------  --------  ----------  ----------
     Total interest revenue           1,259,278   944,892   2,413,789   1,846,887

Interest expense                        567,022   423,570   1,101,127     870,247
                                     ----------  --------  ----------  ----------

     Net interest income                692,256   521,322   1,312,662     976,640

Provision for loan losses                65,331    18,000     119,264      36,000
                                     ----------  --------  ----------  ----------

     Net interest income after
     provision for loan losses          626,925   503,322   1,193,398     940,640
                                     ----------  --------  ----------  ----------

Other operating revenue                  57,189    48,715     112,452      87,023
                                     ----------  --------  ----------  ----------

Other expenses
 Salaries and benefits                  285,365   272,265     565,960     524,462
 Occupancy                               24,157    16,400      49,293      33,831
 Furniture and equipment                 23,289    19,626      50,413      37,786
 Other operating                        174,070   139,306     307,558     258,916
                                     ----------  --------  ----------  ----------
     Total operating expenses           506,881   447,597     973,224     854,995
                                     ----------  --------  ----------  ----------

Income before income taxes              177,233   104,440     332,626     172,668

Income taxes                             75,600    34,872     130,600      58,672
                                     ----------  --------  ----------  ----------

Net income                           $  101,633  $ 69,568  $  202,026  $  113,996
                                     ==========  ========  ==========  ==========

Earnings per common share - basic    $     0.18  $   0.12  $     0.36  $     0.20
                                     ==========  ========  ==========  ==========

Earnings per common share - diluted  $     0.17  $   0.12  $     0.35  $     0.19
                                     ==========  ========  ==========  ==========
</TABLE>

See  accompanying  Notes  to  Consolidated  Financial  Statements.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                       EASTON BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                        Six Months Ended
                                                            June 30,
                                                   --------------------------
CASH FLOWS FROM OPERATING ACTIVITIES                   2000          1999
                                                   ------------  ------------
<S>                                                <C>           <C>
 Interest received                                 $ 2,338,528   $ 1,833,801
 Other revenue received                                112,452        19,813
 Cash paid for operating expenses                     (903,346)     (877,444)
 Interest paid                                      (1,092,982)     (888,672)
 Taxes paid                                           (123,000)            0
                                                   ------------  ------------
                                                       331,652        87,498
                                                   ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
 Cash paid for premises, equipment and software        (28,945)      (62,326)
 Net loans to customers                             (5,930,910)   (6,314,050)
 Receipt of funds held in escrow                             0     1,175,000
 Proceeds from sales/maturities of investments         691,778     1,721,697
 Purchase of investment securities                    (945,232)   (1,128,113)
 Proceeds from sale of other real estate owned               0        61,699
 Purchase of other real estate owned                         0       (60,450)
                                                   ------------  ------------
                                                    (6,213,309)   (4,606,543)
                                                   ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
 Net increase (decrease) in time deposits            5,089,094    (3,551,399)
 Net increase in other deposits                      2,911,907       261,402
 Net decrease in securities sold under agreements
     to repurchase                                    (218,122)     (170,563)
 Net proceeds from borrowings                       (1,944,977)    1,009,193
                                                   ------------  ------------
                                                     5,837,902    (2,451,367)
                                                   ------------  ------------


NET INCREASE (DECREASE) IN CASH                        (43,755)   (6,970,412)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD     3,401,062     8,246,585
                                                   ------------  ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD         $ 3,357,307   $ 1,276,173
                                                   ============  ============
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                        EASTON BANCORP, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                    (Unaudited)


                                                                Six Months Ended
                                                                    June 30,
                                                            -----------------------
                                                                2000        1999
                                                            ------------  ---------
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED (USED) FROM OPERATING ACTIVITIES
<S>                                                         <C>           <C>
 Net income                                                 $   202,026   $113,996
 Adjustments to reconcile net income to net cash
  provided (used) from operating activities:
     Depreciation and amortization                               56,843     44,790
     Provision for loan losses                                  119,264     36,000
     Loans originated for sale                               (2,424,340)         0
     Proceeds from loan sales                                 2,301,340          0
     Decrease (increase) in accrued interest receivable
       and other assets                                         (52,398)   (31,126)
     Increase (decrease) in operating accounts payable and
       other liabilities                                         18,674    (75,777)
     Deferred loan origination fees                             (27,065)    (2,764)
     Deferred Income taxes                                      130,600          0
     Loss on sale of securities                                    9564          0
     Investment amortization, net of accretion                   (2,856)     2,379

                                                            ------------  ---------
                                                            $   331,652   $ 87,498
                                                            ============  =========
</TABLE>

See  accompanying  Notes  to  Consolidated  Financial  Statements.


                                        4
<PAGE>
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS:

1.     Basis  of  Presentation
       -----------------------

     The  accompanying  unaudited  condensed  financial  statements  have  been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and with the instructions to Form 10-QSB and Item 310(b)
of  Regulation S-B of the Securities and Exchange Commission.  Accordingly, they
do  not include all the information and footnotes required by generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
six  months  ended  June 30, 2000, are not necessarily indicative of the results
that  may  be  expected  for  the  year  ended  December  31, 2000.  For further
information,  refer  to  the  consolidated  financial  statements  and footnotes
thereto  for  the Company's fiscal year ended December 31, 1999, included in the
Company's  Form  10-KSB  for  the  year  ended  December  31,  1999.

2.     Cash  Flows
       -----------

     For  purposes  of  reporting  cash flows, cash and cash equivalents include
cash  on  hand,  unrestricted  amounts  due from banks, overnight investments in
repurchase  agreements,  and  federal  funds  sold.

3.     Comprehensive  Income
       ---------------------

          Comprehensive  income  consists  of:

                                         Six  Months  Ended
                                             June  30,

                                          2000       1999
                                        ---------  ---------
Net Income                              $202,026   $113,996
Unrealized gain (loss) on investment
 securities available for sale, net of
 income taxes                             (3,511)   (47,080)
                                        ---------  ---------
Comprehensive Income                    $198,515   $ 66,916
                                        =========  =========


                                        5
<PAGE>
     This Report contains statements which constitute forward-looking statements
within  the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of  the Securities Exchange Act of 1934.  These statements appear in a number of
places in this Report and include all statements regarding the intent, belief or
current  expectations of the Company, its directors or its officers with respect
to, among other things: (i) the Company's financing plans; (ii) trends affecting
the  Company's financial condition or results of operations; (iii) the Company's
growth  strategy and operating strategy; and (iv) the declaration and payment of
dividends.  Investors are cautioned that any such forward-looking statements are
not  guarantees  of  future performance and involve risks and uncertainties, and
that  actual  results  may  differ  materially  from  those  projected  in  the
forward-looking  statements  as a result of various factors discussed herein and
those  factors  discussed in detail in the Company's filings with the Securities
and  Exchange  Commission.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF  OPERATIONS.

     Easton  Bancorp,  Inc. (the "Company") was incorporated in Maryland on July
19,  1991,  to become a one-bank holding company by acquiring all of the capital
stock  of Easton Bank & Trust Company (the "Bank") upon its formation.  The Bank
commenced  business  on July 1, 1993, and the only activity of the Company since
then  has  been the ownership and operation of the Bank.  The Bank was organized
as  a nonmember state bank under the laws of the State of Maryland.  The Bank is
engaged  in  a general commercial banking business, emphasizing in its marketing
the  Bank's local management and ownership, from its main office location in its
primary  service  area, Talbot County, Maryland.  During 1999, the Bank opened a
full-service  branch  office  in  Denton, Maryland, which is in Caroline County.
The Bank offers a full range of deposit services that are typically available in
most  banks  and savings and loan associations, including checking accounts, NOW
accounts,  savings  accounts  and  other time deposits of various types, ranging
from  daily  money  market  accounts to longer-term certificates of deposit.  In
addition,  the  Bank  offers  certain  retirement  account  services,  such  as
Individual  Retirement  Accounts.  The  Bank  offers  a  full range of short- to
medium-term  commercial  and personal loans.  The Bank also originates and holds
or  sells  into  the secondary market fixed and variable rate mortgage loans and
real  estate  construction  and  acquisition loans.  Other bank services include
cash  management  services, safe deposit boxes, travelers checks, direct deposit
of  payroll  and  social  security  checks,  and  automatic  drafts  for various
accounts.

     The  following  discussion  of  the  financial  condition  and  results  of
operations  of  the  Company  should  be  read in conjunction with the Company's
financial  statements  and  related  notes  and  other  statistical  information
included  elsewhere  herein.

Results  of  Operations
-----------------------

     Net  income  for  the Company for the three months ended June 30, 2000, was
$101,663,  compared  to  $69,568  during  the corresponding period of 1999.  Net
income  for  the  six  months  ended  June  30,  2000, was $202,026, compared to
$113,996  for  the corresponding period of 1999.  Net income before income taxes
was  $177,233  for  the  three  months ended June 30, 2000, compared to $104,440
during  the  corresponding  period  of 1999.  Net income before income taxes was
$332,626 for the six months ended June 30, 2000, compared to $172,668 during the
corresponding  period  of  1999.

     The increase in earnings before income taxes for the six month period ended
June  30,  2000  can  be  attributed  to  an  increase in net interest income of
approximately  $336,000  and  an  increase  of  approximately  $25,000  in other
operating  income,  offset  by an increase of approximately $83,000 in provision
for  loan  losses  and  approximately $118,000 in total operating expenses.  The
increase in net interest income is primarily due to an increase of approximately
$595,000  in  interest earned on the growth in the loan portfolio and increasing
yields,  offset  by  an  increase  of approximately $231,000 in interest paid on
deposit  accounts  due  to growth in deposits and rising rates.  The increase in
total  operating expenses is primarily attributed to an increase in salaries and
benefits of approximately $41,000 and an increase in other operating expenses of
$49,000.  Occupancy  expenses  and  furniture  and  equipment expenses increased
approximately $28,000 due to the opening of the Denton branch in September 1999.


                                        6
<PAGE>
     The  Bank's  loan  portfolio  increased  from $45.9 million at December 31,
1999,  to  $51.8 million at June 30, 2000.  The Bank's provision for loan losses
was $65,331 for the quarter ended June 30, 2000, and $119,264 for the six months
ended  June  30,  2000, compared to $18,000 for the quarter ended June 30, 1999,
and  $36,000  for  the  six  months  ended  June  30,  1999.

     The  allowance  for  loan losses was $731,553 at June 30, 2000, or 1.39% of
total  loans,  compared  to $670,000 at March 31, 2000, or 1.38% of total loans,
and  $610,396  at  December 31, 1999, or 1.31% of total loans.  The level of the
allowance  for  loan  losses  represents management's current estimate of future
losses  in  the  loan  portfolio;  however,  there can be no assurance that loan
losses  in  future periods will not exceed the allowance for loan losses or that
additional  increases  in  the  allowance  will  not  be  required.

     Noninterest  expense  increased  $59,284  to $506,881 for the quarter ended
June  30, 2000, from $447,597 for the quarter ended June 30, 1999.  The increase
was  primarily  related to the increases in salaries and benefits of $13,100 and
an  increase  in  occupancy  expenses  and  furniture  and equipment expenses of
$11,420 due to the opening of the Denton branch in September 1999.  The increase
in  salaries  and  benefits  was  due  to  annual  salary  increases and two new
part-time  employees hired for the Main Office since the second quarter of 1999.
Other  operating  expenses  increased  $34,764.

     Return  on  average  assets and average equity, on an annualized basis, for
the  quarter  ended June 30, 2000, was .68% and 8.21%, respectively, compared to
 .59%  and  6.26%, respectively, for the same quarter of 1999.  Return on average
assets and average equity, on an annualized basis, for the six months ended June
30,  2000,  was  .74%  and  9.18%,  respectively,  compared  to  .56% and 6.14%,
respectively,  for  the  same  quarter  of  1999.  Earnings per share on a fully
diluted  basis  for  the quarter and the six months ended June 30, 2000 was $.17
and  $.35,  respectively,  compared to $.12 and $.19, respectively, for the same
periods  of  1999.

     The  Company's assets ended the second quarter of 2000 at $62.1 million, an
increase  of  $6.1  million,  or 10.8%, from $56.0 million at December 31, 1999.
This  increase  can  be attributed primarily to the $5.8 million increase in the
Bank's  loan  portfolio.  The  Company  repaid  approximately  $2  million  in
borrowings  from  the  Federal  Home  Loan  Bank  of  Atlanta  that brings total
borrowings  from  the Federal Home Loan Bank of Atlanta to $1.6 million that are
match  funded  on  two  loans.

     Management  expects  that  its  2000 income will exceed expenses.  Although
management  expects  that  the  Company's  current  profitability will continue,
future  events,  such  as  an unanticipated deterioration in the loan portfolio,
could  reverse  this trend.  Management's expectations are based on management's
best  judgment and actual results will depend on a number of factors that cannot
be  predicted  with  certainty and thus fulfillment of management's expectations
cannot  be  assured.

Liquidity  and  Sources  of  Capital
------------------------------------

     The  $8.0  million increase in deposits from December 31, 1999, to June 30,
2000, is primarily reflected in the $2.0 million decrease in borrowings from the
Federal  Home  Loan Bank of Atlanta and the increase in the Bank's loans of $5.8
million.  The  Company's  primary  source  of  liquidity  is  cash  on hand plus
short-term  investments.  At  June 30, 2000, the Company's liquid assets totaled
$7.8  million,  or 12.5% of total assets, compared to $7.6 million, or 13.57% of
total  assets,  at  December  31, 1999.  Another source of liquidity is the $7.0
million  secured  line of credit the Company has from the Federal Home Loan Bank
of  Atlanta, of which $1.6 million is currently used, the $1.0 million unsecured
line  of  credit the Company has from a correspondent bank, and the $1.5 million
secured line of credit the Company has from another correspondent bank, of which
$75,000  of  the  $1.5  million  line  of credit is pledged to secure repurchase
agreements.  If  additional  liquidity  is  needed,  the  Bank  will  sell
participations  in  its  loans.


                                        7
<PAGE>
     The  capital of the Company and the Bank exceeded all prescribed regulatory
capital  guidelines  at  June  30,  2000.  At June 30, 2000, the Tier 1 leverage
ratio  for  the  Bank was 8.55%.  At June 30, 2000, the Bank had a risk-weighted
total  capital  ratio  of  11.75%,  and  a Tier 1 risk-weighted capital ratio of
10.49%.  The Company expects that its current capital and short-term investments
will  satisfy  the  Company's  cash  requirements  for  the  foreseeable future.
However, no assurance can be given in this regard as rapid growth, deterioration
in  the  loan quality or poor earnings, or a combination of these factors, could
change  the  Company's  capital  position  in a relatively short period of time.

Market  Risk
------------

     Net  interest income of the Company is one of the most important factors in
evaluating  the financial performance of the Company.  The Company uses interest
sensitivity  analysis  to  determine  the  effect of rate changes.  Net interest
income  is  projected  over  a  one-year  period  to  determine the effect of an
increase  or  decrease  in the prime rate of 100 basis points.  If prime were to
decrease  100  basis  points,  the  Company  would  experience a decrease in net
interest  income  of  $1,689  if all assets and liabilities maturing within that
period  were  adjusted  for  the rate change.  The sensitivity analysis does not
consider  the likelihood of these rate changes nor whether management's reaction
to  this  rate  change  would  be  to  reprice  its  loans  and  deposits.




                                     PART II
                                OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

     There are no material pending legal proceedings to which the Company or the
Bank  is  a  party  or  of  which  any  of  their  property  is  the  subject.

ITEM  2.  CHANGES  IN  SECURITIES.

     None.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

     Not  applicable.

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

     The  Company  held  its  Annual Meeting of Stockholders on May 17, 2000, at
which  meeting all five of management's nominees for the Board of Directors were
reelected,  with  all five individuals reelected to serve as Class III Directors
for  a  three-year  term. The individuals reelected as Class III Directors were:
Jack  H.  Bishop,  receiving 397,441 votes for and no votes against or withheld,
with  no  votes abstaining; David F. Lesperance, receiving 397,441 votes for and
no  votes  against  or  withheld,  with  no  votes  abstaining;  Vinodrai Mehta,
receiving  397,441  votes  for  and  no votes against or withheld, with no votes
abstaining;  Myron  J. Szczukowski, receiving 386,481 votes for and 10,960 votes
against  or withheld, with no votes abstaining; and Jerry L. Wilcoxon, receiving
385,481  votes  for  and  11,960  votes  against  or  withheld,  with  no  votes
abstaining.  Class I and Class II Directors continuing in office are:  Sheila W.
Bateman,  J. Parker Callahan, Jr., J. Fredrick Heaton, William C. Hill, W. David
Hill,  R.  Michael  S.  Menzies,  Sr.,  Roger A. Orsini, and Mahmood S. Shariff.


                                        8
<PAGE>
ITEM  5.  OTHER  INFORMATION.

     Any  stockholder  of  the  Company who intends to present a proposal at the
2001  Annual  Meeting  of  Stockholders,  which  proposal is not included in the
Company's  Proxy  Statement, must deliver notice of such proposal to the Company
no  later  than  March  1,  2001.  If the proposing stockholder fails to deliver
notice  of such proposal to the Company by such date, then the person or persons
designated  as  proxies in connection with the Company's solicitation of proxies
shall  have  the  discretionary  voting  authority  to  vote  the  shares of the
Company's Common Stock represented by the proxy cards returned to the Company in
accordance with their judgment on such matter when such proposal is presented at
the 2001 Annual Meeting.  Any such notice of a stockholder proposal must be made
in  writing  addressed to Sheila W. Bateman, Easton Bancorp, Inc., P.O. Box 629,
Easton,  Maryland  21601.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

     (a)  Exhibits.

          11.1     Computation  of  Earnings  Per  Share.

          27.1     Financial  Data  Schedule  (for  SEC  use  only).

     (b)  Reports  on  Form  8-K.

          There  were  no  reports  on  Form 8-K filed by the Company during the
quarter  ended  June  30,  2000.



                                        9
<PAGE>
                                   SIGNATURES


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

                                     EASTON  BANCORP,  INC.
                                   ------------------------
                                        (Registrant)



Date:    August 10, 2000                     By:  /s/ R. Michael S. Menzies, Sr.
         ---------------                         -------------------------------
                                                 R.  Michael  S.  Menzies,  Sr.
                                                 President



Date:    August 10, 2000                       By:  /s/  Pamela  A.  Mussenden
         ---------------                         -------------------------------
                                                 Pamela  A.  Mussenden
                                                 Assistant  Treasurer
                                                 (Principal  Financial  Officer)


                                       10
<PAGE>
                               INDEX  TO  EXHIBITS


Exhibit                                                             Sequential
Number                     Description                              Page Number
------                     -----------                              -----------
11.1          Computation  of Earnings  Per  Share.
27.1          Financial Data Schedule (for SEC use only).


<PAGE>