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: September 30, 2001
                                              ------------------

          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 November 1, 2001, 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>
<TABLE>
<CAPTION>
                                     PART I
                              FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.

                       EASTON BANCORP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


                                                 September 30,  December 31,
                                                     2001          2000
                                                  -----------  ------------
                    ASSETS
<S>                                               <C>          <C>
Cash and due from banks                           $ 1,206,533  $ 1,202,011
Federal funds sold                                  7,749,946    1,325,552
Investment in Federal Home Loan Bank stock            431,500      204,200
Investment securities available-for-sale            4,017,542    4,978,928
Loans held for sale                                   529,768      353,110
Loans, less allowance for credit losses of
   $690,000 and $645,501, respectively             60,820,388   54,249,898
Premises and equipment, net                         1,631,632    1,670,019
Intangible assets, net                                 33,589       10,856
Accrued interest receivable                           438,380      397,492
Bank Owned Life Insurance Policy                    1,266,361          -0-
Deferred income taxes                                     -0-       40,211
Other assets                                          165,321      104,216
                                                  -----------  ------------
     Total assets                                 $78,290,960  $64,536,493
                                                  ===========  ============

     LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
   Noninterest-bearing                            $10,726,068  $ 5,048,604
   Interest-bearing                                59,829,621   52,069,826
                                                  -----------  ------------
     Total deposits                                70,555,689   57,118,430
Accrued interest payable                              164,928      138,693
Securities sold under agreements to repurchase         66,631       69,984
Note payable                                        1,624,726    1,630,092
Other liabilities                                     202,265      153,025
                                                  -----------  ------------
     Total liabilities                             72,614,239   59,110,224
                                                  -----------  ------------

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                                  338,946      153,211
                                                  -----------  ------------
                                                    5,622,465    5,436,730
   Accumulated other comprehensive income (loss)       54,256      (10,461)
                                                  -----------  ------------
     Total stockholders' equity                     5,676,721    5,426,269
                                                  -----------  ------------
     Total liabilities and stockholders' equity   $78,290,960  $64,536,493
                                                  ===========  ============
</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      Nine  Months  Ended
                                         September 30,           September 30,
                                        --------------           -------------
                                        2001        2000        2001        2000
                                     ----------  ----------  ----------  ----------
<S>                                  <C>         <C>         <C>         <C>
Interest revenue
     Loans, including fees           $1,290,529  $1,240,054  $3,826,773  $3,467,887
     Investment securities               61,912      77,868     194,463     222,408
     Due from banks                         -0-         136         496         136
     Federal funds sold                  29,443      51,028      93,782      92,444
                                     ----------  ----------  ----------  ----------
          Total interest revenue      1,381,884   1,369,086   4,115,514   3,782,875

Interest expense                        682,549     675,368   2,068,808   1,776,495
                                     ----------  ----------  ----------  ----------

          Net interest income           699,335     693,718   2,046,706   2,006,380

Provision for loan losses                79,814      47,670     184,202     166,934
                                     ----------  ----------  ----------  ----------

          Net interest income after
          provision for loan losses     619,521     646,048   1,862,504   1,839,446
                                     ----------  ----------  ----------  ----------

Other operating revenue                 169,089      69,395     416,466     181,847
                                     ----------  ----------  ----------  ----------

Other expenses
     Salaries and benefits              365,791     295,377   1,066,555     861,337
     Occupancy                           34,936      33,135     108,513      82,428
     Furniture and equipment             30,577      25,654      88,541      76,067
     Other operating                    180,350     144,578     550,579     452,136
                                     ----------  ----------  ----------  ----------
          Total operating expenses      611,654     498,744   1,814,188   1,471,968
                                     ----------  ----------  ----------  ----------

Income before income taxes              176,956     216,699     464,782     549,325
Income taxes                             83,308      80,670     195,000     211,270
                                     ----------  ----------  ----------  ----------

Net income                           $   93,648  $  136,029  $  269,782  $  338,055
                                     ==========  ==========  ==========  ==========

Earnings per common share - basic    $     0.17  $     0.24  $     0.48  $     0.60
                                     ==========  ==========  ==========  ==========

Earnings per common share - diluted  $     0.16  $     0.24  $     0.48  $     0.59
                                     ==========  ==========  ==========  ==========
</TABLE>

See  accompanying  Notes  to  Consolidated  Financial  Statements.


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

                                                               Nine Months Ended
                                                                 September  30,
                                                           --------------------------
                                                               2001          2000
                                                           ------------  ------------
<S>                                                        <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Interest received                                     $ 4,084,701   $ 3,649,218
     Other revenue received                                    411,167       166,691
     Cash paid for operating expenses                       (1,752,805)   (1,394,960)
     Loan sales net proceeds                                  (176,658)     (214,000)
     Taxes paid                                               (178,022)     (111,200)
     Interest paid                                          (2,083,934)   (1,716,442)
                                                           ------------  ------------
                                                               304,449       379,307
                                                           ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Cash paid for premises, equipment and software            (80,906)      (72,549)
     Loans originated, net of principal repayments          (6,764,539)   (7,192,249)
     Purchase of investment securities                      (3,434,705)   (3,855,909)
     Proceeds from sales/maturities of investments           4,493,920     3,360,181
     Investment in life insurance                           (1,225,000)          -0-
     Proceeds from sale of repossessions                        18,505           -0-
     Purchase of Federal Home Loan Bank stock                 (227,300)          -0-
                                                           ------------  ------------
                                                            (7,220,025)   (7,760,526)
                                                           ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase in time deposits                           6,199,438     5,130,516
     Net increase in other deposits                          7,237,821     5,391,991
     Net proceeds from other borrowings                         (5,366)   (1,946,674)
     Net (decrease) in securities sold under
       agreements to repurchase                                 (3,353)     (224,118)
     Dividends Paid                                            (84,048)          -0-
                                                           ------------  ------------
                                                            13,344,492     8,351,715
                                                           ------------  ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                    6,428,916       970,496
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD             2,527,563     3,401,062
                                                           ------------  ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                 $ 8,956,479   $ 4,371,558
                                                           ============  ============
</TABLE>


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

                                                                Nine Months Ended
                                                                  September 30,
                                                           ---------------------------
                                                               2001           2000
                                                           -------------  ------------
<S>                                                        <C>            <C>
RECONCILIATION OF NET INCOME TO NET CASH
  PROVIDED BY OPERATING ACTIVITIES

 Net income                                                $    269,782   $   338,055

 Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization                                96,569        87,051
    Provision for loan losses                                   184,202       166,934
    (Increase) in accrued interest receivable and
       other assets                                            (138,279)     (152,684)
    Increase in operating accounts payable and other
       liabilities                                               81,646        80,694
    Increase (decrease) in deferred loan origination fees         9,847       (25,115)
    Decrease in deferred income taxes                            16,978       100,070
    Securities amortization/accretion, net                          228       (12,036)
    Loss on securities sold                                         -0-        10,338
    Loans originated for sale                               (11,621,207)   (3,777,840)
    Proceeds from loan sales                                 11,444,549     3,563,840
    Gain on sale of other real estate/repossessions               1,495           -0-
    (Increase) in cash surrender value of life insurance        (41,361)          -0-
                                                           -------------  ------------
                                                           $    304,449   $   379,307
                                                           =============  ============
</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
nine  months  ended  September  30,  2001, are not necessarily indicative of the
results  that may be expected for the year ended December 31, 2001.  For further
information,  refer  to  the  consolidated  financial  statements  and footnotes
thereto  for  the Company's fiscal year ended December 31, 2000, included in the
Company's  Form  10-KSB  for  the  year  ended  December  31,  2000.

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:

<TABLE>
<CAPTION>
                                            Nine Months Ended
                                             September  30,
                                           ------------------
                                             2001      2000
                                           --------  --------
<S>                                        <C>       <C>
Net Income                                 $269,782  $338,055
Unrealized gain on investment
    securities available for sale, net of
    income taxes                             64,717    24,111
                                           --------  --------
Comprehensive Income                       $334,499  $362,166
                                           ========  ========
</TABLE>


                                        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. In
addition,  on  November  13,  2001, the Bank is scheduled to open a full-service
branch  office in Oxford, Maryland, which is in Talbot 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
unaudited  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 September 30, 2001,
was  $93,648,  compared to $136,029 during the corresponding period of 2000. Net
income  for  the nine months ended September 30, 2001, was $269,782, compared to
$338,055  for  the  corresponding period of 2000. Net income before income taxes
was $176,956 for the three months ended September 30, 2001, compared to $216,699
during  the  corresponding  period  of  2000. Net income before income taxes was
$464,782  for  the  nine  months  ended September 30, 2001, compared to $549,325
during  the  corresponding  period  of  2000.

     The  decrease  in  earnings  before  income taxes for the nine month period
ended  September  30,  2001,  can  be attributed to an increase of approximately
$342,000  in  total  operating  expenses,  offset by an increase in net interest
income  after provision for loan losses of approximately $23,000 and an increase
of  approximately $235,000 in other operating income, consisting primarily of an
increase  of  approximately  $177,000  in mortgage origination fee income and an
increase  of  approximately  $41,000  in  the  cash  surrender value of the life
insurance  policy  owned by the Bank.  The increase in net interest income after


                                        6
<PAGE>
provision  for  loan  losses  is  primarily  due to an increase of approximately
$359,000  in  interest  earned on the growth in the loan portfolio, offset by an
increase  of  approximately  $292,000  in  interest expense primarily due to the
increase  in deposits; a decrease in interest earned on investment securities of
approximately  $28,000  due  primarily  to  the  downsizing  of  the  investment
portfolio;  and  an  increase  in the provision for loan losses of approximately
$17,000.  The increase in total operating expenses is primarily attributed to an
increase  in  salaries  and  benefits  of approximately $205,000, an increase in
occupancy  expenses  of  $26,000, and an increase in other operating expenses of
approximately  $98,000.  The  increase in salaries and benefits is due to annual
salary  increases, four new employees, a mortgage originator hired and increased
commissions  earned  by  the  mortgage  division.

     The  Bank's  loan  portfolio  increased  from $54.2 million at December 31,
2000,  to $60.8 million at September 30, 2001. The allowance for loan losses was
$690,000 at September 30, 2001, or 1.12% of total loans, compared to $651,826 at
June  30,  2001,  or 1.08% of total loans, and $645,501 at December 31, 2000, or
1.18%  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.

     Total  operating  expenses  increased  $112,910 to $611,654 for the quarter
ended  September  30,  2001,  from  $498,744 for the quarter ended September 30,
2000.  The  increase  was  primarily  related  to  the  increase in salaries and
benefits  of $70,414 and an increase in other operating expenses of $35,772. The
increase  in  salaries  and  benefits  was  due  to annual increases, a mortgage
originator  hired  and  increased  commissions  earned by the mortgage division.

     Return  on  average  assets and average equity, on an annualized basis, for
the quarter ended September 30, 2001, was .60% and 7.81%, respectively, compared
to  .84%  and  10.48%,  respectively,  for  the  same quarter of 2000. Return on
average  assets  and average equity, on an annualized basis, for the nine months
ended September 30, 2000, was .56% and 7.68%, respectively, compared to .75% and
9.99%,  respectively, for the same period of 2000. Earnings per share on a fully
diluted  basis for the quarter and the nine months ended September 30, 2001 were
$.16  and  $.48,  respectively, compared to $.24 and $.59, respectively, for the
same  periods  of  2000.

     The  Company's  assets ended the third quarter of 2001 at $78.3 million, an
increase  of  $13.8  million, or 21.3%, from $64.5 million at December 31, 2000.
This increase can be attributed primarily to the increase in the Bank's loans of
$6.6  million,  an  increase  in  federal  funds  sold  of  $6.4  million and an
investment  in  a  bank owned life insurance policy of $1.3 million, offset by a
decrease  in the investment portfolio of $1.0 million. On September 28, 2001 the
Bank  received  a  short-term  deposit  of  approximately  $4.7 million that was
invested  in  federal funds sold until the funds were withdrawn in October 2001.
Total  borrowings  from the Federal Home Loan Bank of Atlanta were approximately
$1.6  million at September 30, 2001, which were match funded on two loans by the
Bank.

     Management  expects  that  its  2001  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 $13.4 million increase in deposits from December 31, 2000, to September
30,  2001,  is  primarily  reflected in the increase of the Bank's loans of $6.6
million,  the  $6.4 million increase in federal funds sold, and the $1.3 million
investment  in  a Bank owned life insurance policy. The Company's primary source
of  liquidity  is  cash  on  hand  plus  short  term  investments.  At September


                                        7
<PAGE>
30,  2001,  the Company's liquid assets totaled $13.0 million, or 16.6% of total
assets,  compared  to  $7.5  million, or 11.63% of total assets, at December 31,
2000. Another source of liquidity is the $8.5 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 $5.0 million reverse repurchase line of credit and
$500,000  unsecured  federal  funds  line of credit the Company has from another
correspondent bank, of which $50,000 is pledged to secure repurchase agreements.
If  additional  liquidity  is  needed,  the Bank will sell participations in its
loans.

     The  capital  of the Company and the Bank exceeds all prescribed regulatory
capital  guidelines  at  September  30,  2001. At September 30, 2001, the Tier 1
leverage  ratio  for  the  Bank was 7.69%. At September 30, 2001, the Bank had a
risk-weighted  total capital ratio of 10.57%, and a Tier 1 risk-weighted capital
ratio  of  9.31%.  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.

Dividends
---------

     The  Board  of  Directors  declared cash dividends of $0.05 per share to be
paid  to shareholders of record on January 31, 2001, April 30, 2001 and July 31,
2001.  Dividends  were  paid  on  February 15, 2001, May 15, 2001 and August 15,
2001.  On  October  29,  2001, the Board of Directors declared a $0.05 per share
cash  dividend  on  the  Company's  outstanding  shares  of  stock to be paid to
shareholders  of  record  on  October  31,  2001.  The  dividend will be paid on
November  15,  2001. The declaration and payment of future dividends will depend
upon  a  number of factors, including future earnings, financial condition, cash
needs,  and  general business conditions. If dividends should be declared in the
future, the amount of such dividends presently cannot be estimated and it cannot
be  known  whether  such  dividends  would  continue  for  future  periods.

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  $3,930  if all assets and liabilities maturing within that
period  were  adjusted  for the rate change. If prime were to increase 100 basis
points, the Company would experience a decrease in net interest income of $1,395
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.


                                        8
<PAGE>
ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

          Not  applicable.

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

          There  were  no matters submitted to a vote of security holders during
the  quarter  ended  September  30,  2001.

ITEM  5.  OTHER  INFORMATION.

          None.

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

          (a)  Exhibits.

               11.1  Computation of Earnings Per Share.


          (b)  Reports  on  Form  8-K.

               There were no reports on Form 8-K filed by the Company during the
               quarter  ended  September  30,  2001.


                                        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:  November 6, 2001                     By:  /s/  R. Michael S. Menzies,Sr.
      ------------------                         -------------------------------
                                                 R. Michael S. Menzies, Sr.
                                                 President



Date:  November 6, 2001                     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.



<PAGE>