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


                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

For the quarterly period ended      March 31, 2003
                                    --------------

                                       OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________ to _______________

Commission File Number:    1-13904
                           -------

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

          Delaware                                      61-1281483
-------------------------------               ----------------------------------
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

                308 North Main Street, Cynthiana, Kentucky 41031
                ------------------------------------------------
                    (Address of principal executive offices)

                                 (859) 234-1440
--------------------------------------------------------------------------------
                           (Issuer's telephone number)


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the issuer filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court.

Yes [ X  ]        No  [    ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
                 May 12, 2003 - 882,613 shares of common stock
                 ---------------------------------------------

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

                                  Page 1 of 21
<PAGE>

                                      INDEX

                                                                            Page
                                                                            ----
PART I

  ITEM I -     FINANCIAL STATEMENTS

               Consolidated Statements of Financial Condition                 3

               Consolidated Statements of Earnings                            4

               Consolidated Statements of Comprehensive Income                5

               Consolidated Statements of Cash Flows                          6

               Notes to Consolidated Financial Statements                     8

  ITEM II      MANAGEMENT'S DISCUSSION AND ANALYSIS
               OR PLAN OF OPERATION                                          12

  ITEM III     CONTROLS AND PROCEDURES                                       17


PART II  -     OTHER INFORMATION                                             18

SIGNATURES                                                                   19

CERTIFICATIONS                                                               20

                                        2
<PAGE>
ITEM I  FINANCIAL STATEMENTS

                          KENTUCKY FIRST BANCORP, INC.

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)
<TABLE>
<CAPTION>
                                                                       MARCH 31,         JUNE 30,
         ASSETS                                                          2003              2002
<S>                                                                    <C>                 <C>
Cash and due from banks                                                $   491             $   600
Interest-bearing deposits in other financial institutions                4,606               3,079
                                                                       -------             -------
         Cash and cash equivalents                                       5,097               3,679

Investment securities available for sale - at market                    14,461              11,105
Mortgage-backed securities available for sale - at market               19,145              22,204
Loans receivable - net                                                  34,461              39,355
Office premises and equipment - at depreciated cost                      1,317               1,237
Real estate acquired through foreclosure                                    -                   45
Federal Home Loan Bank stock - at cost                                     718               1,477
Accrued interest receivable                                                484                 484
Prepaid expenses and other assets                                          104                  86
Prepaid federal income taxes                                                 9                  --
                                                                       -------             -------
         Total assets                                                  $75,796             $79,672
                                                                       =======             =======
         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                               $53,806             $54,119
Advances from the Federal Home Loan Bank                                 8,181              11,794
Accrued interest payable                                                   122                 156
Other liabilities                                                          341                 179
Accrued federal income taxes                                                -                    5
Deferred federal income taxes                                              284                 269
                                                                       -------             -------
         Total liabilities                                              62,734              66,522

Shareholders' equity
  Preferred stock - authorized 500,000 shares of $.01 par value;
    no shares issued                                                        --                  --
  Common stock - authorized 3,000,000 shares of $.01 par value;
    1,388,625 shares issued                                                 14                  14
  Additional paid-in capital                                             9,273               9,301
  Retained earnings - restricted                                         9,683               9,386
  Less shares acquired by stock benefit plans                             (462)               (462)
  Less 506,012 and 463,297 shares of treasury stock at March 31,
    2003 and June 30, 2002, respectively - at cost                      (6,113)             (5,444)
  Accumulated comprehensive income, unrealized gains on securities
    designated as available for sale, net of related tax effects           667                 355
                                                                       -------             -------
         Total shareholders' equity                                     13,062              13,150
                                                                       -------             -------
         Total liabilities and shareholders' equity                    $75,796             $79,672
                                                                       =======             =======
</TABLE>


                                       3
<PAGE>
                          KENTUCKY FIRST BANCORP, INC.

                       CONSOLIDATED STATEMENTS OF EARNINGS

                        (In thousands, except share data)
<TABLE>
<CAPTION>
                                                                         NINE MONTHS ENDED             THREE MONTHS ENDED
                                                                              MARCH 31,                     MARCH 31,
                                                                         2003         2002              2003         2002
<S>                                                                    <C>          <C>              <C>          <C>
Interest income
  Loans                                                                $2,130       $2,681           $   667      $   838
  Mortgage-backed securities                                              824          838               253          312
  Investment securities                                                   484          319               165          109
  Interest-bearing deposits and other                                      55           94                12           26
                                                                       ------       ------           -------      -------
         Total interest income                                          3,493        3,932             1,097        1,285

Interest expense
  Deposits                                                              1,030        1,503               312          435
  Borrowings                                                              345          363                98          122
                                                                       ------       ------           -------      -------
         Total interest expense                                         1,375        1,866               410          557
                                                                       ------       ------           -------      -------
         Net interest income                                            2,118        2,066               687          728

Provision for (recoveries of) losses on loans                             (50)          30                --            9
                                                                       ------       ------           -------      -------
         Net interest income after provision
           for (recoveries of) losses on loans                          2,168        2,036               687          719

Other income
  Service charges on deposit accounts                                      98          113                28           36
  Other operating                                                          45           42                15           15
                                                                       ------       ------           -------      -------
         Total other income                                               143          155                43           51

General, administrative and other expense
  Employee compensation and benefits                                      725          652               241          207
  Occupancy and equipment                                                 130          127                42           42
  Data processing                                                         114          116                39           41
  State franchise tax                                                      47           48                14           15
  Other operating                                                         272          269                99           92
                                                                       ------       ------           -------      -------
         Total general, administrative and other expense                1,288        1,212               435          397
                                                                       ------       ------           -------      -------

         Earnings before income taxes                                   1,023          979               295          373

Federal income taxes
  Current                                                                 459          207                91          107
  Deferred                                                               (146)          81                (3)           5
                                                                       ------       ------           -------      -------
         Total federal income taxes                                       313          288                88          112
                                                                       ------       ------           -------      -------
         NET EARNINGS                                                  $  710       $  691           $   207      $   261
                                                                       ======       ======           =======      =======
         EARNINGS PER SHARE
           Basic                                                       $  .83       $  .78           $   .24      $   .30
                                                                       ======       ======           =======      =======
           Diluted                                                     $  .79       $  .75           $   .23      $   .28
                                                                       ======       ======           =======      =======
</TABLE>

                                       4
<PAGE>
                          KENTUCKY FIRST BANCORP, INC.

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)
<TABLE>
<CAPTION>
                                                                            NINE MONTHS ENDED        THREE MONTHS ENDED
                                                                                 MARCH 31,                 MARCH 31,
                                                                              2003       2002           2003       2002
<S>                                                                        <C>          <C>             <C>       <C>
Net earnings                                                               $   710      $ 691           $207      $ 261

Other comprehensive income (loss), net of tax:
  Unrealized holding gains (losses) on securities during the period, net
    of taxes (benefits) of $161, $(103), $(49) and $(105) during the
    respective periods                                                         312       (200)           (95)      (204)
                                                                            ------      -----           ----      -----
Comprehensive income                                                        $1,022      $ 491           $112      $  57
                                                                            ======      =====           ====      =====
Accumulated comprehensive income (loss)                                     $  667      $(115)          $667      $(115)
                                                                            ======      =====           ====      =====
</TABLE>

                                       5
<PAGE>
                          KENTUCKY FIRST BANCORP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       For the nine months ended March 31,
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                                                 2003              2002
<S>                                                                                         <C>               <C>
Cash flows from operating activities:
  Net earnings for the period                                                                $    710          $    691
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Amortization of discounts and premiums on loans,
      investments and mortgage-backed securities - net                                             44               (11)
    Depreciation and amortization                                                                  53                58
    Amortization of deferred loan origination fees                                                (15)              (26)
    Provision for (recoveries of) losses on loans                                                 (50)               30
    Gain on sale of real estate acquired through foreclosure                                       (5)               -
    Federal Home Loan Bank stock dividends                                                        (41)              (61)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                                                  -                (40)
      Prepaid expenses and other assets                                                           (18)               -
      Accrued interest payable                                                                    (34)               10
      Other liabilities                                                                           162               231
      Federal income taxes
        Current                                                                                   (14)              (13)
        Deferred                                                                                 (146)               81
                                                                                             --------          --------
         Net cash provided by operating activities                                                646               950

Cash flows provided by (used in) investing activities:
  Proceeds from maturity of investment securities                                               3,655             2,041
  Purchase of investment securities                                                            (6,853)           (4,980)
  Purchase of mortgage-backed securities                                                       (4,153)          (11,169)
  Principal repayments on mortgage-backed securities                                            7,483             3,994
  Loan principal repayments                                                                    11,130            11,617
  Loan disbursements                                                                           (6,171)           (7,339)
  Purchase of office premises and equipment                                                      (133)             (101)
  Proceeds from redemption of Federal Home Loan Bank stock                                        800                --
  Proceeds from sale of real estate acquired through foreclosure                                   50                --
                                                                                             --------          --------
         Net cash provided by (used in) investing activities                                    5,808            (5,937)

Cash flows provided by (used in) financing activities:
  Net increase (decrease) in deposits                                                            (313)            2,266
  Proceeds from borrowed funds                                                                  2,500             3,000
  Repayment of borrowed funds                                                                  (6,113)              (13)
  Proceeds from exercise of stock options                                                         135                -
  Purchase of treasury stock                                                                     (832)             (190)
  Dividends on common stock                                                                      (413)             (556)
                                                                                             --------          --------
         Net cash provided by (used in) financing activities                                   (5,036)            4,507
                                                                                             --------          --------
Net increase (decrease) in cash and cash equivalents                                            1,418              (480)

Cash and cash equivalents at beginning of period                                                3,679             2,576
                                                                                             --------          --------
Cash and cash equivalents at end of period                                                   $  5,097          $  2,096
                                                                                             ========          ========
</TABLE>

                                       6
<PAGE>
                          KENTUCKY FIRST BANCORP, INC.

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                       For the nine months ended March 31,
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                                 2003              2002
<S>                                                                                            <C>               <C>

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Federal income taxes                                                                       $  472            $  201
                                                                                               ======            ======
    Interest on deposits and borrowings                                                        $1,409            $1,856
                                                                                               ======            ======
Supplemental disclosure of noncash investing activities:
  Unrealized gains (losses) on securities designated as available
    for sale, net of related tax effects                                                       $  312            $ (200)
                                                                                               ======            ======
  Transfers from loans to real estate acquired through foreclosure                             $   --            $   45
                                                                                               ======            ======
</TABLE>
                                       7
<PAGE>

                          KENTUCKY FIRST BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           For the nine and three months ended March 31, 2003 and 2002

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

     The accompanying  unaudited consolidated financial statements were prepared
     in accordance  with  instructions  for Form 10-QSB and,  therefore,  do not
     include information or footnotes  necessary for a complete  presentation of
     consolidated  financial  position,  results of operations and cash flows in
     conformity  with  accounting  principles  generally  accepted in the United
     States of America.  Accordingly,  these financial statements should be read
     in conjunction with the consolidated financial statements and notes thereto
     of Kentucky First Bancorp, Inc. (the "Corporation")  included in the Annual
     Report on Form  10-KSB for the year ended June 30,  2002.  However,  in the
     opinion of management, all adjustments (consisting of only normal recurring
     accruals)  which are  necessary  for a fair  presentation  of the financial
     statements have been included.  The results of operations for the three and
     nine month periods ended March 31, 2003 are not  necessarily  indicative of
     the results which may be expected for the entire fiscal year.

2.   Principles of Consolidation
     ---------------------------

     The accompanying  consolidated financial statements include the accounts of
     the Corporation and First Federal  Savings Bank (the "Savings  Bank").  All
     significant intercompany items have been eliminated.

3.   Earnings Per Share
     ------------------

     Basic earnings per share is computed based upon the weighted-average shares
     outstanding during the period, less shares in the ESOP that are unallocated
     and not  committed to be released.  Weighted-average  common  shares deemed
     outstanding  gives effect to 36,651 and 45,810  unallocated ESOP shares for
     the  nine  and  three  month   periods  ended  March  31,  2003  and  2002,
     respectively.

     Diluted  earnings per share is computed  taking into  consideration  common
     shares  outstanding and dilutive potential common shares to be issued under
     the Corporation's stock option plan. The computations are as follows:
<TABLE>
<CAPTION>
                                                               FOR THE NINE MONTHS ENDED        FOR THE THREE MONTHS ENDED
                                                                       MARCH 31,                         MARCH 31,
                                                                   2003           2002              2003           2002
<S>                                                             <C>            <C>               <C>            <C>
    Weighted-average common shares
      outstanding (basic)                                       852,390        887,023           843,824        880,362
    Dilutive effect of  assumed exercise
      of stock options                                           48,568         33,783            54,278         34,766
                                                                -------        -------           -------        -------
    Weighted-average common shares
      outstanding (diluted)                                     900,958        920,806           898,102        915,128
                                                                =======        =======           =======        =======
</TABLE>
4.   Effects of Recent Accounting Pronouncements
     -------------------------------------------

     In August 2001, the Financial  Accounting  Standards  Board ("FASB") issued
     Statement of Financial  Accounting  Standards ("SFAS") No. 144, "Accounting
     for the Impairment or Disposal of Long-Lived  Assets." SFAS No. 144 carries
     over  the  recognition   and  measurement   provisions  in  SFAS  No.  121.
     Accordingly,  an entity must  recognize an impairment  loss if the carrying
     value of a long-lived  asset or asset group (a) is not  recoverable and (b)
     exceeds its fair value.  Similar to SFAS No. 121,  SFAS No. 144 requires an
     entity to test an asset or asset group for  impairment  whenever  events or
     changes  in  circumstances  indicate  that its  carrying  amount may not be
     recoverable.  SFAS No. 144  differs  from SFAS No. 121 in that it  provides
     guidance on estimating future cash flows to test recoverability.  An entity
     may use either a probability-weighted approach or best-estimate approach in
     developing estimates of cash flows to test recoverability.  SFAS No. 144 is
     effective for financial  statements issued for fiscal years beginning after
     December 15, 2001 and interim periods within those fiscal years. Management
     adopted SFAS No. 144 effective July 1, 2002, without material effect on the
     Corporation's financial condition or results of operations.

                                       8
<PAGE>
                          KENTUCKY FIRST BANCORP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

           For the nine and three months ended March 31, 2003 and 2002

4.   Effects of Recent Accounting Pronouncements (continued)
     -------------------------------------------

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
     Associated  with  Exit or  Disposal  Activities."  SFAS  No.  146  provides
     financial  accounting and reporting guidance for costs associated with exit
     or disposal activities,  including one-time termination benefits,  contract
     termination  costs other than for a capital lease, and costs to consolidate
     facilities  or relocate  employees.  SFAS No. 146 is effective  for exit or
     disposal activities  initiated after December 31, 2002.  Management adopted
     SFAS No. 146  effective  January 1, 2003,  without  material  effect on the
     Corporation's financial condition or results of operations.

     In October  2002,  the FASB issued SFAS No.  147,  "Accounting  for Certain
     Financial Institutions:  An Amendment of FASB Statements No. 72 and 144 and
     FASB  Interpretation  No.  9,"  which  removes  acquisitions  of  financial
     institutions  from the  scope  of SFAS  No.  72,  "Accounting  for  Certain
     Acquisitions of Banking and Thrift  Institutions,"  except for transactions
     between mutual  enterprises.  Accordingly,  the excess of the fair value of
     liabilities  assumed over the fair value of tangible and intangible  assets
     acquired in a business  combination  should be recognized and accounted for
     as goodwill in accordance with SFAS No. 141,  "Business  Combinations," and
     SFAS No. 142, "Goodwill and Other Intangible Assets."

     SFAS  No.  147 also  requires  that the  acquisition  of a  less-than-whole
     financial  institution,  such as a branch,  be accounted  for as a business
     combination if the transferred assets and activities constitute a business.
     Otherwise,  the  acquisition  should be accounted for as the acquisition of
     net assets.

     SFAS No. 147 also  amends the scope of SFAS No.  144,  "Accounting  for the
     Impairment or Disposal of Long-Lived Assets," to include long-term customer
     relationship   assets   of   financial   institutions   (including   mutual
     enterprises) such as depositor- and borrower-relationship intangible assets
     and credit cardholder intangible assets.

     The provisions of SFAS No. 147 related to unidentifiable  intangible assets
     and  the  acquisition  of  a  less-than-whole   financial  institution  are
     effective for acquisitions for which the date of acquisition is on or after
     October 1, 2002. The provisions related to impairment of long-term customer
     relationship  assets are effective October 1, 2002.  Transition  provisions
     for previously recognized unidentifiable intangible assets are effective on
     October 1, 2002, with earlier application permitted.

     Management adopted SFAS No. 147 effective October 1, 2002, without material
     effect on the Corporation's financial condition or results of operations.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation  - Transition  and  Disclosure."  SFAS No. 148 amends SFAS No.
     123,  "Accounting for  Stock-Based  Compensation,"  to provide  alternative
     methods of transition for a voluntary change to the fair value based method
     of accounting for stock-based employee compensation.  In addition, SFAS No.
     148 amends the disclosure requirements of SFAS No. 123 to require prominent
     disclosures  in both  annual and  interim  financial  statements  about the
     method of accounting for stock-based  employee  compensation and the effect
     of the method  used on  reported  results.  SFAS No. 148 is  effective  for
     fiscal years  beginning  after  December 15, 2002.  The interim  disclosure
     provisions  are  effective  for  financial  reports  containing   financial
     statements  for  interim   periods   beginning  after  December  15,  2002.
     Management  adopted the  disclosure  provisions  of SFAS No. 148  effective
     March 31, 2002,  without  material  effect on the  Corporation's  financial
     position, results of operations or cash flows.

                                       9
<PAGE>
                          KENTUCKY FIRST BANCORP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

           For the nine and three months ended March 31, 2003 and 2002


4.   Effects of Recent Accounting Pronouncements (continued)
     -------------------------------------------

     In January  2003,  the FASB issued FASB  Interpretation  No. 46 ("FIN 46"),
     "Consolidation of Variable  Interest  Entities." FIN 46 requires a variable
     interest  entity to be consolidated by a company if that company is subject
     to a  majority  of the risk of loss  from the  variable  interest  entity's
     activities  or  entitled  to receive a majority  of the  entity's  residual
     returns, or both. FIN 46 also requires  disclosures about variable interest
     entities that a company is not required to consolidate, but in which it has
     a significant variable interest.  The consolidation  requirements of FIN 46
     apply  immediately to variable  interest entities created after January 31,
     2003.  The  consolidation  requirements  apply to existing  entities in the
     first fiscal year or interim period beginning after June 15, 2003.  Certain
     of the disclosure  requirements  apply in all financial  statements  issued
     after January 31, 2003, regardless of when the variable interest entity was
     established.  The Corporation  adopted the disclosure  provisions of FIN 46
     effective  January  31,  2003,  without  material  effect on its  financial
     statements.

5.   Stock Option Plan
     -----------------

     In fiscal 1996 the Board of Directors  adopted the Kentucky  First Bancorp,
     Inc.  Stock Option and Incentive  Plan (the "Plan") which  provided for the
     issuance of 173,579 shares  (adjusted for the fiscal 1997 return of capital
     distribution)  of authorized,  but unissued  shares of common stock at fair
     value at the date of grant. The Corporation immediately granted all options
     at an  adjusted  fair  value of $9.74  per  share.  The Plan  provides  for
     one-fifth of the shares granted to be exercisable on each of the first five
     anniversaries of the date of the grant.

     The  Corporation  accounts  for the Plan in  accordance  with SFAS No. 123,
     "Accounting   for   Stock-Based   Compensation,"   which  contains  a  fair
     value-based method for valuing  stock-based  compensation that entities may
     use, which measures  compensation  cost at the grant date based on the fair
     value of the  award.  Compensation  is then  recognized  over  the  service
     period,  which is usually the vesting period.  Alternatively,  SFAS No. 123
     permits  entities  to  continue  to account  for stock  options and similar
     equity  instruments  under Accounting  Principles Board ("APB") Opinion No.
     25,  "Accounting for Stock Issued to Employees."  Entities that continue to
     account for stock options using APB Opinion No. 25 are required to make pro
     forma  disclosures  of net earnings and earnings per share,  as if the fair
     value-based method of accounting defined in SFAS No. 123 had been applied.

     The Corporation  applies APB Opinion No. 25 and related  Interpretations in
     accounting for its stock option plan. Accordingly, no compensation cost has
     been  recognized  with respect to the Plan. Had  compensation  cost for the
     Plan been determined  based on the fair value at the grant date in a manner
     consistent  with the accounting  method  utilized in SFAS No. 123, then the
     Corporation's consolidated net earnings and earnings per share for the nine
     and three month  periods  ended  March 31,  2003 and 2002,  would have been
     recorded as the pro forma amounts indicated below:

                                       10
<PAGE>
                          KENTUCKY FIRST BANCORP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

           For the nine and three months ended March 31, 2003 and 2002

5.   Stock Option Plan (continued)
     -----------------
<TABLE>
<CAPTION>
                                                                        NINE MONTHS ENDED            THREE MONTHS ENDED
                                                                            MARCH 31,                     MARCH 31,
                                                                       2003         2002              2003         2002
<S>                                                                    <C>          <C>               <C>          <C>
    Net earnings (In thousands)                  As reported           $710         $691              $207         $261
                        Stock-based compensation, net of tax            (14)          --               (10)          --
                                                                       ----         ----              ----         ----
                                                   Pro-forma           $696         $691              $197         $261
                                                                       ====         ====              ====         ====
    Earnings per share
      Basic                                      As reported           $.83         $.78              $.24         $.30
                        Stock-based compensation, net of tax           (.02)          --              (.01)          --
                                                                       ----         ----              ----         ----
                                                   Pro-forma           $.81         $.78              $.23         $.30
                                                                       ====         ====              ====         ====

      Diluted                                    As reported           $.79         $.75              $.23         $.28
                        Stock-based compensation, net of tax           (.02)          --              (.01)          --
                                                                       ----         ----              ----         ----
                                                   Pro-forma           $.77         $.75              $.22         $.28
                                                                       ====         ====              ====         ====
</TABLE>
     The fair value of each option grant is estimated on the date of grant using
     the  modified  Black-Scholes   options-pricing  model  with  the  following
     weighted-average  assumptions  used for  grants  in  fiscal  2003 and 2002:
     dividend yield of 3.5%,  expected volatility of 20.0%, a risk-free interest
     rate of 2.0% and an expected life of ten years.

     A summary of the status of the Corporation's  stock option plan as of March
     31, 2003 and June 30, 2002 and 2001,  and changes during the periods ending
     on those dates is presented below:
<TABLE>
<CAPTION>
                                                     NINE MONTHS ENDED                         YEAR ENDED
                                                         MARCH 31,                              JUNE 30,
                                                           2003                    2002                    2001
                                                               WEIGHTED-                WEIGHTED-               WEIGHTED-
                                                                AVERAGE                  AVERAGE                 AVERAGE
                                                               EXERCISE                 EXERCISE                EXERCISE
                                                     SHARES      PRICE        SHARES      PRICE       SHARES      PRICE
<S>                                                  <C>       <C>           <C>       <C>           <C>        <C>
    Outstanding at beginning of period               142,183   $ 9.7767      140,447   $ 9.7375      144,282    $9.7375
    Granted                                            1,389    17.0000        1,736    12.9500           --         --
    Exercised                                        (13,886)    9.7375           --         --       (3,835)    9.7375
    Forfeited                                             --         --           --         --           --         --

    Outstanding at end of period                     129,686   $ 9.8583      142,183   $ 9.7767      140,447    $9.7375
                                                     =======   ========      =======   ========      =======    =======
    Options exercisable at period-end                128,297   $ 9.8248      140,447   $ 9.7375      140,447    $9.7375
                                                     =======   ========      =======   ========      =======    =======
    Weighted average for value of options
      granted during the period                                 $2.33                     $1.78                     n/a
                                                                =====                     =====                     ===
</TABLE>

    The following information applies to options outstanding at March 31, 2003:

    Number outstanding                                               128,297
    Range of exercise prices                              $9.7375 - $12.9500
    Number outstanding                                                 1,389
    Range of exercise prices                                          $17.00
    Weighted-average exercise price                                  $9.8583
    Weighted-average remaining contractual life                    3.2 years

                                       11
<PAGE>
                          KENTUCKY FIRST BANCORP, INC.

ITEM II                MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OR PLAN OF OPERATION

Forward-Looking Statements
--------------------------

In addition to historical information contained herein, the following discussion
contains  forward-looking  statements  that  involve  risks  and  uncertainties.
Economic  circumstances,  the  Corporation's  operations  and the  Corporation's
actual  results  could  differ   significantly   from  those  discussed  in  the
forward-looking  statements.  Some of the factors that could cause or contribute
to such differences are discussed herein but also include changes in the economy
and interest rates in the nation and the Corporation's market area generally.

Some of the  forward-looking  statements  included  herein  are  the  statements
regarding management's determination of the amount and adequacy of the allowance
for loan losses and the effect of recent accounting pronouncements.


Discussion of Financial Condition Changes from June 30, 2002 to March 31, 2003
------------------------------------------------------------------------------

At March 31, 2003, the Corporation's consolidated total assets amounted to $75.8
million,  a decrease of $3.8 million,  or 4.8%, from the total at June 30, 2002.
The  decrease in assets,  which was  centered in  decreases  in  mortgage-backed
securities and loans,  was accompanied by a decrease of $313,000 in deposits and
a decrease of $3.6 million in advances from the Federal Home Loan Bank.

Liquid assets (i.e. cash,  interest-bearing  deposits and investment securities)
increased by $4.8  million,  or 32.3%,  during the nine month period ended March
31, 2003, to a total of $19.6 million at March 31, 2003.  Investment  securities
purchases  totaling  $6.9 million were funded  generally  through  proceeds from
principal  repayments on loans and mortgage-backed  securities.  Mortgage-backed
securities  totaled $19.1 million at March 31, 2003, a decrease of $3.1 million,
or 13.8%, from June 30, 2002 levels. The decrease in mortgage-backed  securities
resulted  primarily  from  principal  repayments  of $7.5  million,  which  were
partially  offset by  purchases  of $4.2  million and an increase in  unrealized
gains.

Loans receivable amounted to $34.5 million at March 31, 2003, a decrease of $4.9
million, or 12.4%,  compared to June 30, 2002.  Principal repayments amounted to
$11.1 million and were partially  offset by loan  disbursements of $6.2 million.
The allowance for loan losses  totaled  $345,000 at March 31, 2003,  compared to
$241,000  at June 30,  2002.  During  the  period  ended  March  31,  2003,  the
Corporation  realized a recovery  totaling  $150,000  from the  settlement  of a
nonperforming  loan,  of which  $100,000  was  recorded  as an  addition  to the
allowance for loan losses,  which  accounted for the increase in the  allowance.
Nonperforming  loans totaled  $61,000 at March 31, 2003,  compared to $51,000 at
June 30, 2002. The allowance for loan losses represented 565.6% of nonperforming
loans as of March 31,  2003 and  472.5% at June 30,  2002.  Although  management
believes that its allowance for loan losses at March 31, 2003 was adequate based
upon the  available  facts and  circumstances,  there can be no  assurance  that
additions to such allowance will not be necessary in future periods, which could
adversely affect the Corporation's results of operations.

Deposits  totaled  $53.8  million at March 31, 2003, a decrease of $313,000,  or
..6%, from June 30, 2002 levels. Although management generally pursues a strategy
of moderate growth in deposits, the Savings Bank historically has not engaged in
sporadic  increases and decreases in interest rates offered,  nor has it offered
the highest interest rate in its market area.

Advances from the Federal Home Loan Bank totaled $8.2 million at March 31, 2003,
a decrease of $3.6 million,  or 30.6%,  compared to June 30, 2002. Advances were
repaid during the period with proceeds  from  principal  repayments on loans and
mortgage-backed securities.

                                       12
<PAGE>
                          KENTUCKY FIRST BANCORP, INC.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                        OR PLAN OF OPERATION (CONTINUED)


Discussion of Financial  Condition  Changes from June 30, 2002 to March 31, 2003
--------------------------------------------------------------------------------
(continued)

The  Corporation's  shareholders'  equity  amounted  to $13.1  million and $13.2
million at March 31, 2003 and June 30, 2002,  respectively.  Net earnings during
the nine months ended March 31, 2003 of $710,000  and an increase in  unrealized
gains on available for sale  securities of $312,000,  were  partially  offset by
dividends paid on common stock totaling $413,000 and purchases of treasury stock
totaling $832,000.

The Savings  Bank is required to meet each of three  minimum  capital  standards
promulgated by the Office of Thrift Supervision ("OTS"),  hereinafter  described
as the  tangible  capital  requirement,  the core  capital  requirement  and the
risk-based  capital  requirement.  The  tangible  capital  requirement  mandates
maintenance of shareholders'  equity less all intangible assets equal to 1.5% of
adjusted total assets. The core capital requirement provides for the maintenance
of tangible capital plus certain forms of supervisory  goodwill  generally equal
to 4% of adjusted total assets,  except for those  associations with the highest
examination  rating  and  acceptable  levels  of risk.  The  risk-based  capital
requirement  mandates  maintenance  of  core  capital  plus  general  loan  loss
allowances equal to 8% of risk-weighted assets as defined by OTS regulations.

At March 31, 2003,  the Savings Bank's  tangible and core capital  totaled $11.7
million, or 15.7%, of adjusted total assets, which exceeded the minimum tangible
and core capital  requirements of $1.1 million and $3.0 million by $10.6 million
and $8.7 million,  respectively.  The Savings Bank's risk-based capital of $12.1
million,  or 34.2% of  risk-weighted  assets,  exceeded the 8% of  risk-weighted
assets requirement by $9.3 million.

Comparison of Operating  Results for the Nine Month Periods Ended March 31, 2003
--------------------------------------------------------------------------------
and 2002
--------

General
-------

Net earnings  amounted to $710,000 for the nine months ended March 31, 2003,  an
increase of $19,000, or 2.7%, over the $691,000 of net earnings reported for the
nine months  ended March 31,  2002.  The  increase in net  earnings was due to a
$52,000 increase in net interest income and an $80,000 decrease in the provision
for  losses on loans,  which  were  partially  offset by a $76,000  increase  in
general,  administrative  and  other  expense  and a  $25,000  increase  in  the
provision for federal income taxes.

Net Interest Income
-------------------

Total interest  income  amounted to $3.5 million for the nine months ended March
31, 2003, a decrease of $439,000, or 11.2%, compared to the same period in 2002,
due to a decrease in the average yield on interest-earning assets, from 6.96% in
2002 to 6.24% in 2003,  partially offset by a $620,000,  or .8%, decrease in the
weighted-average balance of interest-earning assets outstanding. Interest income
on loans  decreased  by $551,000,  or 20.6%,  due to a $7.2  million,  or 16.0%,
decrease in the  weighted-average  balance of loans outstanding year to year, as
well as a 43 basis point  decrease in the average  yield on loans,  to 7.48% for
the nine months ended March 31, 2003.

Interest income on mortgage-backed securities decreased by $14,000, or 1.7%, due
primarily to a decrease in the average  yield on  mortgage-backed  securities to
5.49% in the 2003 period, which was partially offset by a $1.4 million, or 7.4%,
increase in the  average  balance  outstanding.  Interest  income on  investment
securities and  interest-bearing  deposits increased by $126,000,  or 30.5%, due
primarily to a $5.2 million increase in the average balance  outstanding year to
year.

                                       13
<PAGE>
                          KENTUCKY FIRST BANCORP, INC.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                        OR PLAN OF OPERATION (CONTINUED)


Comparison of Operating  Results for the Nine Month Periods Ended March 31, 2003
--------------------------------------------------------------------------------
and 2002 (continued)
--------

Net Interest Income (continued)
-------------------------------

Total interest  expense amounted to $1.4 million for the nine months ended March
31,  2003,  a decrease of $491,000,  or 26.3%,  from the 2002  period,  due to a
decrease  in the  average  cost of funds,  from  3.88% in 2002 to 2.87% in 2003,
which  was   partially   offset  by  a  $300,000,   or  .5%,   increase  in  the
weighted-average  balance of  interest-bearing  liabilities  outstanding year to
year. Interest expense on deposits decreased by $473,000, or 31.5%, due to a 118
basis point decrease in the average cost of deposits, to 2.58% for the 2003 nine
month period, and an $83,000, or .2%, decrease in the  weighted-average  balance
of deposits  outstanding year to year. Interest expense on borrowings  decreased
by  $18,000,   or  5.0%,   due  to  a  $212,000,   or  2.0%,   decrease  in  the
weighted-average  balance of borrowed funds  outstanding,  and a decrease in the
average  cost of borrowed  funds,  from 4.47% in the 2002 period to 4.32% in the
2003 period. The decreases in the level of yields on interest-earning assets and
costs of  interest-bearing  liabilities  resulted  primarily  from  the  overall
decrease in interest rates in the economy.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest  income  increased by $52,000,  or 2.5%, to a total of $2.1 million
for the nine months  ended  March 31,  2003,  compared to the nine months  ended
March 31, 2002. The interest rate spread  amounted to 3.36% and 3.08% during the
nine month  periods ended March 31, 2003 and 2002,  respectively,  while the net
interest  margin amounted to 3.78% and 3.66% during the nine month periods ended
March 31, 2003 and 2002, respectively.

Provision for Losses on Loans
-----------------------------

The  Corporation  records a provision for losses on loans based upon an analysis
of  historical  experience,  the  volume and type of  lending  conducted  by the
Savings Bank,  the status of past due principal and interest  payments,  general
economic  conditions,  particularly  as such  conditions  relate to the  Savings
Bank's  market area,  and other  factors  related to the  collectibility  of the
Savings  Bank's loan  portfolio.  During the nine month  period  ended March 31,
2003, the  Corporation  realized a $150,000  recovery on a  nonperforming  loan.
Based upon the foregoing  analysis,  management elected to record $100,000 as an
addition to the  allowance  for loan losses and  $50,000  credit to  operations.
There can be no assurance  that the loan loss allowance of the Savings Bank will
be adequate to cover losses on nonperforming assets in the future.

Other Income
------------

Other  income  totaled  $143,000  for the nine months  ended March 31,  2003,  a
decrease of $12,000,  or 7.8%, compared to the nine months ended March 31, 2002,
due  primarily to a $15,000,  or 13.3%,  decrease in service  charges on deposit
accounts.

General, Administrative and Other Expense
-----------------------------------------

General,  administrative  and other  expense  totaled  $1.3 million for the nine
months ended March 31, 2003,  an increase of $76,000,  or 6.3%,  compared to the
nine months ended March 31, 2002.  The increase in general,  administrative  and
other expense resulted primarily from a $73,000, or 11.2%,  increase in employee
compensation  and benefits.  The increase in employee  compensation and benefits
was due  primarily  to an  increase  in  benefit  plan  costs and  normal  merit
increases year to year.

                                       14
<PAGE>
                          KENTUCKY FIRST BANCORP, INC.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                        OR PLAN OF OPERATION (CONTINUED)


Comparison of Operating  Results for the Nine Month Periods Ended March 31, 2003
--------------------------------------------------------------------------------
and 2002 (continued)
--------

Federal Income Taxes
--------------------

The  provision  for federal  income taxes  totaled  $313,000 for the nine months
ended March 31,  2003,  an increase  of $25,000,  or 8.7%,  compared to the nine
months ended March 31, 2002. The increase  resulted  primarily from the increase
in net earnings before taxes of $44,000, or 4.5%, and a decrease in the level of
nontaxable  interest income year to year. The effective tax rates were 30.6% and
29.4% for the nine month periods ended March 31, 2003 and 2002, respectively.

Comparison of Operating Results for the Three Month Periods Ended March 31, 2003
--------------------------------------------------------------------------------
and 2002
--------

General
-------

Net  earnings  amounted to $207,000 for the three months ended March 31, 2003, a
decrease of $54,000,  or 20.7%,  from the $261,000 of net earnings  reported for
the three months ended March 31, 2002. The decrease in net earnings was due to a
$41,000 decrease in net interest income,  an $8,000 decrease in other income and
a $38,000  increase in general,  administrative  and other  expense,  which were
partially offset by a $24,000 decrease in the provision for federal income taxes
and a $9,000 decrease in the provision for losses on loans.

Net Interest Income
-------------------

Total interest  income amounted to $1.1 million for the three months ended March
31,  2003,  a decrease of  $188,000,  or 14.6%,  compared to the same quarter in
2002, due to a decrease in the average yield on  interest-earning  assets,  from
6.68% in 2002 to 6.01% in 2003,  and a $3.9  million,  or 5.1%,  decrease in the
weighted-average balance of interest-earning assets outstanding. Interest income
on loans  decreased  by $171,000,  or 20.4%,  due to a $6.8  million,  or 15.8%,
decrease in the  weighted-average  balance of loans outstanding year to year, as
well as a 43 basis point  decrease in the average  yield on loans,  to 7.35% for
the three months ended March 31, 2003.

Interest income on mortgage-backed  securities  decreased by $59,000,  or 18.9%,
due  primarily  to a $2.0  million,  or 9.5%,  decrease in the  average  balance
outstanding and a decrease in the average yield on  mortgage-backed  securities,
from 5.87% in the 2002 quarter to 5.26% in the 2003 quarter.  Interest income on
investment  securities and  interest-bearing  deposits increased by $42,000,  or
31.1%,  due  primarily  to a  $5.2  million  increase  in  the  average  balance
outstanding year to year.

Total interest expense amounted to $410,000 for the three months ended March 31,
2003, a decrease of $147,000, or 26.4%, from the 2002 quarter, due to a decrease
in the  average  cost of funds,  from  3.38% in 2002 to 2.63% in 2003 and a $3.7
million, or 5.6%, decrease in the  weighted-average  balance of interest-bearing
liabilities  outstanding year to year. Interest expense on deposits decreased by
$123,000,  or 28.3%,  due to an 87 basis point  decrease in the average  cost of
deposits,  to 2.34% for the 2003 quarter,  and a $753,000,  or 1.4%, decrease in
the  weighted-average  balance of deposits  outstanding  year to year.  Interest
expense on borrowings  decreased by $24,000, or 19.7%, due to a $2.9 million, or
25.0%,  decrease in the weighted-average  balance of borrowed funds outstanding,
partially  offset by an increase in the average cost of borrowed funds, to 4.42%
in the 2003 quarter from 4.17% in the 2002  quarter.  The decreases in the level
of yields on  interest-earning  assets and costs of deposits resulted  primarily
from the overall decrease in interest rates in the economy.

                                       15
<PAGE>
                          KENTUCKY FIRST BANCORP, INC.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                        OR PLAN OF OPERATION (CONTINUED)


Comparison of Operating Results for the Three Month Periods Ended March 31, 2003
--------------------------------------------------------------------------------
and 2002 (continued)
--------------------

Net Interest Income (continued)
-------------------------------

As a result of the foregoing  changes in interest  income and interest  expense,
net interest  income  decreased by $41,000,  or 5.6%, to a total of $687,000 for
the three months ended March 31, 2003,  compared to the three months ended March
31, 2002. The interest rate spread  amounted to 3.38% and 3.30% during the three
month  periods  ended  March  31,  2003 and  2002,  respectively,  while the net
interest margin amounted to 3.76% and 3.78% during the three month periods ended
March 31, 2003 and 2002, respectively.

Provision for Losses on Loans
-----------------------------

The  Corporation  records a provision for losses on loans based upon an analysis
of  historical  experience,  the  volume and type of  lending  conducted  by the
Savings Bank,  the status of past due principal and interest  payments,  general
economic  conditions,  particularly  as such  conditions  relate to the  Savings
Bank's  market area,  and other  factors  related to the  collectibility  of the
Savings Bank's loan  portfolio.  Based upon the foregoing  analysis,  management
determined  that the  allowance  for loan  losses  was  adequate,  therefore  no
provision  was recorded  during the current  quarter.  There can be no assurance
that the loan loss  allowance  of the  Savings  Bank will be  adequate  to cover
losses on nonperforming assets in the future.

Other Income
------------

Other  income  totaled  $43,000 for the three  months  ended March 31,  2003,  a
decrease of $8,000, or 15.7%, compared to the three months ended March 31, 2002,
due to an $8,000, or 22.2%, decrease in service charges on deposit accounts.

General, Administrative and Other Expense
-----------------------------------------

General,  administrative and other expense totaled $435,000 for the three months
ended March 31,  2003,  an increase of $38,000,  or 9.6%,  compared to the three
months ended March 31, 2002. The increase in general,  administrative  and other
expense  resulted  primarily  from a $34,000,  or 16.4%,  increase  in  employee
compensation  and benefits.  The increase in employee  compensation and benefits
was due  primarily  to an  increase  in  benefit  plan  costs and  normal  merit
increases year to year.

Federal Income Taxes
--------------------

The  provision  for federal  income taxes  totaled  $88,000 for the three months
ended March 31,  2003,  a decrease of $24,000,  or 21.4%,  compared to the three
months ended March 31, 2002. The decrease  resulted  primarily from the decrease
in net earnings before taxes of $78,000,  or 20.9%. The effective tax rates were
29.8% and  30.0% for the three  month  periods  ended  March 31,  2003 and 2002,
respectively.

                                       16
<PAGE>
                          KENTUCKY FIRST BANCORP, INC.

ITEM III                     CONTROLS AND PROCEDURES


The Company's Chief Executive Officer and Chief Financial Officer have evaluated
the Company's  disclosure  controls and  procedures  (as such term is defined in
Rule 13a-14 (c) under the Exchange  Act) as of a date within 90 days of the date
of filing of this Form 10-QSB.  Based upon such evaluation,  the Company's Chief
Executive  Officer and Chief Financial Officer have concluded that such controls
and  procedures  are  effective  to ensure that the  information  required to be
disclosed  by the  Company in the  reports it files  under the  Exchange  Act is
gathered, analyzed and disclosed with adequate timeliness.

There have been no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of the evaluation described above.

                                       17
<PAGE>

                          KENTUCKY FIRST BANCORP, INC.

                                     PART II


ITEM 1.  Legal Proceedings
         -----------------

                  None.

ITEM 2.  Changes in Securities and Use of Proceeds
         -----------------------------------------

                  Not applicable

ITEM 3.  Defaults Upon Senior Securities
         -------------------------------

                  Not applicable

ITEM 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

                  None

ITEM 5.  Other Information
         -----------------

                  None

ITEM 6.  Exhibits and Reports on Form 8-K
         --------------------------------

                  Reports on Form 8-K:       None.

                  Exhibits:

                  Exhibit 99     Certification of Chief  Executive Officer and
                                 Chief Financial Officer pursuant to section 906
                                 of the Sarbanes-Oxley Act of 2002

                                       18
<PAGE>
                          KENTUCKY FIRST BANCORP, INC.

                                   SIGNATURES
                                   ----------

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





Date:  May 12, 2003                        By:/s/ Betty J. Long
                                              ----------------------------------
                                              Betty J. Long
                                              President and Chief
                                              Executive Officer




Date:  May 12, 2003                        By:/s/ Robbie Cox
                                              ----------------------------------
                                              Robbie Cox
                                              Principal Accounting Officer


                                       19
<PAGE>
                                  CERTIFICATION


I, Betty J. Long,  President  and Chief  Executive  Officer  of  Kentucky  First
Bancorp, Inc., certify that:

1. I have  reviewed  this  quarterly  report on Form  10-QSB of  Kentucky  First
Bancorp, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  Presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board or  directors  (or persons  fulfilling  the  equivalent
functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:    May 12, 2003
         ------------


                              /s/Betty J. Long
                              -------------------------------------
                              Betty J. Long
                              President and Chief Executive Officer

                                       20
<PAGE>

                                  CERTIFICATION


I, Robbie Cox, Vice  President  and Chief  Financial  Officer of Kentucky  First
Bancorp, Inc., certify that:

1. I have  reviewed  this  quarterly  report on Form  10-QSB of  Kentucky  First
Bancorp, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  Presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board or  directors  (or persons  fulfilling  the  equivalent
functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:    May 12, 2003

                                    /s/Robbie Cox
                                    ------------------------------------------
                                    Robbie Cox
                                    Vice President and Chief Financial Officer

                                       21