<PAGE>

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

                                    FORM 10-Q

            (MARK ONE)
               [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999


              [  ] 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 0-9756

                           RIGGS NATIONAL CORPORATION
                           --------------------------
             (Exact name of registrant as specified in its charter)

                DELAWARE                              52-1217953
                ------------------------------------------------
             (State or other jurisdiction of       (I.R.S. Employer
              incorporation or organization)    Identification No.)

             1503 PENNSYLVANIA AVENUE, N.W., WASHINGTON, D.C. 20005
             ------------------------------------------------------
             (Address of principal executive offices)    (Zip Code)

                                    (301) 887-6000
                                    --------------
               (Registrant's telephone number, including area code)

          Indicate by check mark whether the  registrant  (1) has filed
          all  reports  required  to be filed by Section 13 or 15(d) of
          the  Securities  Exchange Act of 1934 during the preceding 12
          months (or 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 .

  Indicate the number of shares  outstanding of each of the issuer's  classes of
  common stock, as of the latest practicable date.

  COMMON STOCK, $2.50 PAR VALUE                          28,256,747 SHARES
  -----------------------------                          -----------------
        (Title of Class)                           (Outstanding at May 4, 1999)

<PAGE>



                           RIGGS NATIONAL CORPORATION


                                TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION                                          PAGE NO.


Item 1.   Financial Statements-Unaudited

            Consolidated Statements of Income
            Three months ended March 31, 1999 and 1998                     3

            Consolidated Statements of Condition
            March 31, 1999 and 1998, and December 31, 1998                 4

            Consolidated Statements of Changes in Stockholders' Equity
            Three months ended March 31, 1999 and 1998                     5

            Consolidated Statements of Cash Flows
            Three months ended March 31, 1999 and 1998                     6

            Notes to the Consolidated Financial Statements              7-10


Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations                     11-17


Item 3.   Quantitative and Qualitative Disclosures About Market Risk   18-20


PART II.OTHER INFORMATION


Item 1.   Legal Proceedings                                             None

Item 2.   Change in Securities                                          None

Item 3.   Defaults Upon Senior Securities                               None

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                                21


Signatures                                                                21




                                      -2-



<PAGE>



                          PART I FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS-UNAUDITED

RIGGS NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
(unaudited)                                                                                               THREE MONTHS ENDED
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                                                                      MARCH 31,
                                                                                                     -----------------------------

                                                                                                           1999           1998
==================================================================================================================================
<S>                                                                                                       <C>            <C>
INTEREST INCOME
  Interest and Fees on Loans                                                                              $57,874        $55,260
  Interest and Dividends on Securities Available for Sale                                                  14,313         20,885
  Interest on Time Deposits with Other Banks                                                                7,234          5,968
  Interest on Federal Funds Sold and Reverse Repurchase Agreements                                          2,106          4,819
----------------------------------------------------------------------------------------------------------------------------------
  Total Interest Income                                                                                    81,527         86,932

INTEREST EXPENSE
  Interest on Deposits:
      Savings and NOW Accounts                                                                                687          1,374
      Money Market Deposit Accounts                                                                         8,356         11,911
      Time Deposits in Domestic Offices                                                                    10,013          8,998
      Time Deposits in Foreign Offices                                                                      8,299          7,503
----------------------------------------------------------------------------------------------------------------------------------
  Total Interest on Deposits                                                                               27,355         29,786
----------------------------------------------------------------------------------------------------------------------------------
  Interest on Short-Term Borrowings and Long-Term Debt:
      Repurchase Agreements and Other Short-Term Borrowings                                                 3,978          5,093
      Long-Term Debt                                                                                        4,368          4,368
----------------------------------------------------------------------------------------------------------------------------------
  Total Interest on Short-Term Borrowings and Long-Term Debt                                                8,346          9,461
----------------------------------------------------------------------------------------------------------------------------------

  Total Interest Expense                                                                                   35,701         39,247
----------------------------------------------------------------------------------------------------------------------------------

  Net Interest Income                                                                                      45,826         47,685
  Less:  Provision for Loan Losses                                                                              -              -
----------------------------------------------------------------------------------------------------------------------------------
  Net Interest Income after Provision for Loan Losses                                                      45,826         47,685

NONINTEREST INCOME
  Trust and Investment Advisory Income                                                                     12,605         11,120
  Service Charges and Fees                                                                                  9,451          9,094
  Other Noninterest Income                                                                                  2,188          2,599
  Securities Gains, Net                                                                                        86          5,324
----------------------------------------------------------------------------------------------------------------------------------
  Total Noninterest Income                                                                                 24,330         28,137

NONINTEREST EXPENSE
  Salaries and Employee Benefits                                                                           22,258         20,639
  Occupancy, Net                                                                                            4,666          4,517
  Data Processing Services                                                                                  4,561          5,266
  Furniture and Equipment                                                                                   2,565          2,562
  Other Real Estate Owned Expense (Income), Net                                                                16            (51)
  Other Noninterest Expense                                                                                16,089         14,475
----------------------------------------------------------------------------------------------------------------------------------
  Total Noninterest Expense                                                                                50,155         47,408
----------------------------------------------------------------------------------------------------------------------------------

  Income before Taxes and Minority Interest                                                                20,001         28,414
  Applicable Income Tax Expense                                                                             7,298          7,792
  Minority Interest in Income of Subsidiaries, Net of Taxes                                                 4,987          4,987
==================================================================================================================================
  Net Income                                                                                                7,716         15,635

  Dividends on Preferred Stock                                                                                  -         (2,688)
==================================================================================================================================
  Net Income Available for Common Stock                                                                   $ 7,716        $12,947

EARNINGS PER COMMON SHARE-                Basic                                                           $   .27        $   .42
                                          Diluted                                                             .26            .41

DIVIDENDS DECLARED AND PAID PER COMMON SHARE                                                              $   .05        $   .05
</TABLE>

                                      -3-

<PAGE>



RIGGS NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CONDITION
<TABLE>
<CAPTION>
(unaudited)
                                                                                    MARCH 31,        MARCH 31,        DECEMBER 31,
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)                                                  1999             1998               1998
==================================================================================================================================
<S>                                                                                <C>              <C>               <C>
ASSETS
  Cash and Due from Banks                                                          $  131,305       $  146,698        $  155,003
  Federal Funds Sold and Reverse Repurchase Agreements                                136,000          360,000            75,000
----------------------------------------------------------------------------------------------------------------------------------
  Total Cash and Cash Equivalents                                                     267,305          506,698           230,003

  Time Deposits with Other Banks                                                      625,464          545,448           696,181
  Securities Available for Sale (at Market Value)                                   1,290,431        1,420,342           970,728

  Loans                                                                             3,186,352        2,869,245         3,258,135
  Reserve for Loan Losses                                                             (53,004)         (52,180)          (54,455)
----------------------------------------------------------------------------------------------------------------------------------
  Total Net Loans                                                                   3,133,348        2,817,065         3,203,680

  Premises and Equipment, Net                                                         202,013          166,364           203,071
  Other Real Estate Owned, Net                                                          1,679            4,062             1,680
  Other Assets                                                                        198,201          176,650           196,988
==================================================================================================================================
  Total                                                                            $5,718,441       $5,636,629        $5,502,331

LIABILITIES
  Deposits:
  Noninterest-Bearing Demand Deposits                                              $  685,052       $  861,648        $  732,099
  Interest-Bearing Deposits:
      Savings and NOW Accounts                                                        390,046          371,084           434,649
      Money Market Deposit Accounts                                                 1,508,927        1,382,863         1,414,278
      Time Deposits in Domestic Offices                                               965,778          850,858           917,442
      Time Deposits in Foreign Offices                                                625,938          522,697           646,380
----------------------------------------------------------------------------------------------------------------------------------
  Total Interest-Bearing Deposits                                                   3,490,689        3,127,502         3,412,749
----------------------------------------------------------------------------------------------------------------------------------
  Total Deposits                                                                    4,175,741        3,989,150         4,144,848

  Repurchase Agreements and Other Short-Term Borrowings                               395,617          453,990           374,380
  Other Liabilities                                                                   257,732          177,450            48,850
  Long-Term Debt                                                                      191,525          191,525           191,525
----------------------------------------------------------------------------------------------------------------------------------
  Total Liabilities                                                                 5,020,615        4,812,115         4,759,603

GUARANTEED PREFERRED BENEFICIAL INTERESTS IN JUNIOR
  SUBORDINATED DEFERRABLE INTEREST DEBENTURES                                         350,000          350,000           350,000
----------------------------------------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
  Preferred Stock-$1.00 Par Value
      Shares Authorized - None at March 31, 1999 and December 31,
          1998, and 25,000,000 at March 31, 1998:
          Liquidation Preference - $25 per share
      Shares Issued - Noncumulative Perpetual Series B - None at March 31,
          1999 and December 31, 1998, and 4,000,000 at March 31, 1998                      --            4,000                --
   Common Stock-$2.50 Par Value
      Shares Authorized - 50,000,000 at March 31, 1999 and 1998, and
          December 31, 1998
      Shares Issued - 31,556,545 at March 31, 1999, 31,481,086 at
          March 31, 1998 and 31,555,345 at December 31, 1998                           78,891           78,703            78,888
  Surplus - Preferred Stock                                                                --           91,192                --
  Surplus - Common Stock                                                              160,773          159,315           160,760
  Undivided Profits                                                                   191,047          164,151           184,794
  Accumulated Other Comprehensive Income                                              (11,528)             876            (2,548)
  Treasury Stock - 3,300,798 shares at March 31, 1999, 900,798 shares at
          March 31, 1998, and 1,175,798 shares at December 31, 1998                   (71,357)         (23,723)          (29,166)
----------------------------------------------------------------------------------------------------------------------------------
  Total Stockholders' Equity                                                          347,826          474,514           392,728
==================================================================================================================================
  Total Liabilities and Stockholders' Equity                                       $5,718,441       $5,636,629        $5,502,331
</TABLE>

                                      -4-

<PAGE>



RIGGS NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>

                                       PREFERRED     COMMON                               ACCUMULATED
                                         STOCK       STOCK                                   OTHER                         TOTAL
                                         $1.00       $2.50                UNDIVIDED      COMPREHENSIVE     TREASURY    STOCKHOLDERS'
                                          PAR         PAR      SURPLUS     PROFITS       INCOME (LOSS)      STOCK          EQUITY
===================================================================================================================================
<S>                                       <C>        <C>        <C>         <C>              <C>          <C>              <C>

Balance, December 31, 1997                $  4,000   $ 78,654   $250,352    $152,732         $  1,167     $(23,723)        $463,182

Comprehensive Income:
   Net Income                                                                 15,635                                       $ 15,635
   Other Comprehensive Income
     (Loss), Net of Tax: (1)
    Unrealized Gain (Loss) on
      Securities Available for
      Sale, Net of Reclassification
      Adjustments                                                                                (634)                         (634)
    Foreign Exchange
      Translation Adjustments                                                                     343                           343
                                                                                                                    ---------------
   Total Other Comprehensive
     Income (Loss)                                                                                                             (291)
                                                                                                                    ===============
Total Comprehensive Income                                                                                                 $ 15,344

Issuance of Common Stock for
  Stock Option Plans, 19,300 Shares                        49        155                                                        204

Cash Dividends -
  Series B Preferred Stock,
   $.671875 per Share                                                         (2,688)                                        (2,688)
  Common Stock, $.05 per Share                                                (1,528)                                        (1,528)
===================================================================================================================================

Balance, March 31, 1998                   $  4,000   $ 78,703   $250,507    $164,151         $    876     $(23,723)        $474,514



Balance, December 31, 1998                $     --   $ 78,888   $160,760    $184,794         $ (2,548)    $(29,166)        $392,728

Comprehensive Income:
   Net Income                                                                  7,716                                       $  7,716
   Other Comprehensive Income
     (Loss), Net of Tax: (1)
    Unrealized Gain (Loss) on
      Securities Available for
      Sale, Net of Reclassification
      Adjustments                                                                              (7,881)                       (7,881)
    Foreign Exchange
      Translation Adjustments                                                                  (1,099)                       (1,099)
                                                                                                                    ---------------
   Total Other Comprehensive
     Income (Loss)                                                                                                           (8,980)
                                                                                                                    ===============
Total Comprehensive Income                                                                                                 $ (1,264)

Issuance of Common Stock for
  Stock Option Plans, 1,200 Shares                          3         13                                                         16

Cash Dividends -
  Common Stock, $.05 per Share                                                (1,463)                                        (1,463)

Common Stock Repurchase-
  2,125,000 shares                                                                                         (42,191)         (42,191)
===================================================================================================================================

Balance, March 31, 1999                   $     --   $ 78,891   $160,773    $191,047         $(11,528)    $(71,357)        $347,826
</TABLE>


(1)-See Notes to the Financial  Statements for gross  unrealized  gains or
    losses  arising  during  each  period and the tax effect on each item of
    comprehensive income.

                                      -5-

<PAGE>


RIGGS NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(UNAUDITED)
(in thousands)                                                                                        THREE MONTHS ENDED
                                                                                                          MARCH 31,
                                                                                                 -----------------------------
                                                                                                       1999           1998
==============================================================================================================================
<S>                                                                                                 <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                                                          $    7,716    $   15,635
  Adjustments to Reconcile Net Income to Cash
    Provided By Operating Activities:
     Provision for Other Real Estate Owned Writedowns                                                       --           300
     Depreciation Expense and Amortization of Leasehold Improvements                                     2,909         2,841
     Gains on Sale of Securities Available for Sale                                                        (86)       (5,324)
     Gains on Sale of Other Real Estate Owned                                                               --          (276)
     Decrease in Other Assets                                                                            3,031        18,389
     Increase (Decrease) in Other Liabilities                                                          208,882       (13,843)
------------------------------------------------------------------------------------------------------------------------------
  Total Adjustments                                                                                    214,736         2,087
------------------------------------------------------------------------------------------------------------------------------
  Net Cash Provided By Operating Activities                                                            222,452        17,722
------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Net Decrease (Increase) In Time Deposits with Other Banks                                             70,717      (303,635)
  Principal Collections and Maturities of Securities Available for Sale                              1,012,799     1,256,512
  Proceeds from Sales of Securities Available for Sale                                                  54,056       652,586
  Purchases of Securities Available for Sale                                                        (1,398,597)   (1,652,712)
  Net Decrease in Loans                                                                                 70,586        14,701
  Proceeds from Sale and Other Payments of Other Real Estate Owned                                          --           991
  Net Increase in Premises and Equipment                                                                (1,851)       (3,828)
  Other, Net                                                                                              (253)          225
------------------------------------------------------------------------------------------------------------------------------
Net Cash Used In Investing Activities                                                                 (192,543)      (35,160)
------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net Increase (Decrease) in:
    Demand, NOW, Savings and Money Market Deposit Accounts                                               2,999      (296,449)
    Time Deposits                                                                                       27,894       (12,319)
    Repurchase Agreements and Other Short-Term Borrowings                                               21,237       101,482
  Proceeds from the Issuance of Common Stock                                                                16           204
  Dividend Payments - Preferred                                                                             --        (2,688)
                    - Common                                                                            (1,463)       (1,528)
  Repurchase of Common Shares                                                                          (42,191)           --
------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided By (Used in) Financing Activities                                                      8,492      (211,298)
------------------------------------------------------------------------------------------------------------------------------
Effect of Exchange Rate Changes                                                                         (1,099)          343
------------------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents                                                    37,302      (228,393)
Cash and Cash Equivalents at Beginning of Period                                                       230,003       735,091
==============================================================================================================================
Cash and Cash Equivalents at End of Period                                                         $   267,305   $   506,698


SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES:

NONCASH ACTIVITIES:
  Loans Transferred to Other Real Estate Owned                                                     $        --   $        --

CASH PAID DURING  THE YEAR FOR:
  Interest Paid (Net of Amount Capitalized)                                                        $    37,670   $    40,082
  Income Tax Payments                                                                                       --             5
</TABLE>

                                      -6-

<PAGE>




RIGGS NATIONAL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)


NOTE 1. BASIS OF PRESENTATION

In the opinion of management,  the accompanying  unaudited financial  statements
contain all normal recurring  adjustments  necessary for a fair  presentation of
the interim period  results,  in conformity with generally  accepted  accounting
principles applied on a consistent basis and which require the use of management
estimates.  These  statements  should be read in conjunction  with the financial
statements and accompanying notes included in the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1998. Certain  reclassifications  have
been  made  to   prior-period   amounts  to  conform  with  the  current  year's
presentation.  The results of operations  for the first three months of 1999 are
not necessarily indicative of the results to be expected for the full 1999 year.

NOTE 2. EARNINGS PER COMMON SHARE

Earnings per share computations are as follows:

<TABLE>
<CAPTION>

                                                              THREE MONTHS ENDED                 THREE MONTHS ENDED
                                                                MARCH 31, 1999                     MARCH 31, 1998
                                                      ---------------------------------- -----------------------------------
                                                           BASIC            DILUTED           BASIC            DILUTED
                                                            EPS               EPS              EPS               EPS
                                                      ----------------- ---------------- ----------------- -----------------
<S>                                                        <C>              <C>               <C>               <C>
Net Income                                                     $7,716           $7,716           $15,635           $15,635
Dividends on Preferred Stock                                       --               --            (2,688)           (2,688)
                                                      ----------------- ---------------- ----------------- -----------------
Income Available to Common Shareholders                        $7,716           $7,716           $12,947           $12,947

Weighted-Average Shares Outstanding                        28,994,671       28,994,671        30,571,990        30,571,990
Weighted-Average Dilutive Effect
   of Stock Option Plans                                          n/a          633,945               n/a         1,064,840
                                                      ----------------- ---------------- ----------------- -----------------
Adjusted Weighted-Average Shares Outstanding               28,994,671       29,628,616        30,571,990        31,636,830

Basic EPS                                                      $  .27                            $   .42
Diluted EPS                                                                     $  .26                             $   .41
</TABLE>


NOTE 3. RESERVE FOR LOAN LOSS

Changes in the reserve for loan losses are summarized as follows:

<TABLE>
<CAPTION>
                                                                                                    THREE MONTHS ENDED
                                                                                                        MARCH 31,
                                                                                           -------------------------------------
                                                                                                     1999              1998
================================================================================================================================
<S>                                                                                                 <C>               <C>
Balance, beginning of period                                                                        $ 54,455          $ 52,381
Provision for loan losses                                                                                 --                --
Loan charge-off activity:
   Loans charged-off                                                                                   1,629               824
   Recoveries on charged-off loans                                                                       432               397
--------------------------------------------------------------------------------------------------------------------------------
   Net loan charge-offs (recoveries)                                                                   1,197               427
Foreign exchange translation adjustments                                                                (254)              226

================================================================================================================================
Balance, end of period                                                                              $ 53,004          $ 52,180
</TABLE>

                                      -7-



<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 4. OTHER COMPREHENSIVE INCOME

OTHER COMPREHENSIVE INCOME (LOSS)
<TABLE>
<CAPTION>
                                                                                      Before-         Tax
                                                                                       Tax         (Expense)     Net-of-Tax
                                                                                      Amount        Benefit        Amount
================================================================================== ============= ============= ==============
THREE MONTHS ENDED MARCH 31, 1999:
<S>                                                                                   <C>            <C>           <C>
Foreign Currency Translation Adjustments (1)                                          $   (186)      $  (913)      $ (1,099)
Unrealized Gains (Losses) on Securities:
  Unrealized Holding Gains (Losses) Arising During Period                              (12,038)        4,213         (7,825)
  Less: Reclassification Adjustment for (Gains) Losses Realized in Net Income              (86)           30            (56)
---------------------------------------------------------------------------------- ------------- ------------- --------------
  Net Unrealized Gains (Losses)                                                        (12,124)        4,243         (7,881)
================================================================================== ============= ============= ==============

Other Comprehensive Income (Loss)                                                     $(12,310)      $ 3,330       $ (8,980)

THREE MONTHS ENDED MARCH 31, 1998:
Foreign Currency Translation Adjustments (1)                                          $   (274)      $   617       $    343
Unrealized Gains (Losses) on Securities:
  Unrealized Holding Gains (Losses) Arising During Period                                4,349        (1,522)         2,827
  Less: Reclassification Adjustment for (Gains) Losses Realized in Net Income           (5,324)        1,863         (3,461)
---------------------------------------------------------------------------------- ------------- ------------- --------------
  Net Unrealized Gains (Losses)                                                           (975)          341           (634)
================================================================================== ============= ============= ==============

Other Comprehensive Income (Loss)                                                     $ (1,249)      $   958       $   (291)
</TABLE>

(1) Tax  (expense)  benefit  on  foreign  currency  translation  adjustments  is
calculated on the hedge contracts only.  Before-tax  amounts include activity on
hedge contracts and the foreign currency translation adjustment.



ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BALANCES
<TABLE>
<CAPTION>
                                                                              Foreign                        Accumulated
                                                                             Currency       Unrealized          Other
                                                                            Translation     Gain(Loss)      Comprehensive
                                                                            Adjustments    on Securities    Income (Loss)
========================================================================= ================ ============== ==================
THREE MONTHS ENDED MARCH  31, 1999:
<S>                                                                              <C>            <C>               <C>
Balance, December 31, 1998                                                       $(1,349)       $(1,199)          $ (2,548)
Current-Period Change                                                             (1,099)        (7,881)            (8,980)
========================================================================= ================ ============== ==================
Balance, March 31, 1999                                                          $(2,448)       $(9,080)          $(11,528)

THREE MONTHS ENDED MARCH 31, 1998:
Balance, December 31, 1997                                                       $  (872)       $ 2,039           $  1,167
Current-Period Change                                                                343           (634)              (291)
========================================================================= ================ ============== ==================
Balance, March 31, 1998                                                          $  (529)       $ 1,405           $    876
</TABLE>


                                      -8-


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 5. SEGMENT PROFITABILITY
<TABLE>
<CAPTION>

===================================================================================================================================
                                                 INTERN-
                                                 ATIONAL      RIGGS &                                   RECON-      RIGGS NATIONAL
MARCH 31, 1999                     BANKING       BANKING      COMPANY      TREASURY       OTHER       CILIATION       CORPORATION
------------------------------- -------------- ----------- ------------ ------------- ------------- -------------- ----------------
NET INTEREST INCOME
<S>                               <C>           <C>           <C>        <C>           <C>           <C>               <C>
Interest Income                   $   46,458    $ 13,734      $  2,773   $   22,905    $   13,331
Interest Expense                      15,098      16,049         3,915        5,577        11,907
Funds Transfer Income                    878       9,565         4,235      (15,611)          933
(Expense)
                                -------------- ----------- ------------ ------------- ------------- -------------- ----------------
Net Interest Income (Loss),           32,238       7,250         3,093        1,717         2,357
Tax-Equivalent
Tax Equivalent Adjustment               (485)          --           --         (346)            2
                                -------------- ----------- ------------ ------------- ------------- -------------- ----------------
Net Interest Income (Loss)        $   31,753    $  7,250      $  3,093   $    1,371    $    2,359    $        --       $   45,826
                                -------------- ----------- ------------ ------------- ------------- -------------- ----------------

NONINTEREST INCOME
Noninterest Income-External       $    9,582    $    714      $ 13,228   $      397    $      409
Customers
Intersegment Noninterest                  --         979           173           --           879
Income
                                -------------- ----------- ------------ ------------- ------------- -------------- ----------------
Total Noninterest Income          $    9,582    $  1,693      $ 13,401   $      397    $    1,288    $    (2,031)      $   24,330
                                -------------- ----------- ------------ ------------- ------------- -------------- ----------------

NONINTEREST EXPENSE
Depreciation and Amortization     $    1,866    $    162      $    224   $        3    $    1,802
Direct Expense                        14,045       4,878         8,987          380        19,839
Overhead and Support                  15,331       2,739         2,960          484       (21,514)
                                -------------- ----------- ------------ ------------- ------------- -------------- ----------------
Total Noninterest Expense         $   31,242    $  7,779      $ 12,171   $      867    $      127    $    (2,031)      $   50,155
                                -------------- ----------- ------------ ------------- ------------- -------------- ----------------

Income (Loss) Before Taxes        $   10,093    $  1,164      $  4,323   $      901    $    3,520    $        --       $   20,001
and Minority Interest
                                -------------- ----------- ------------ ------------- ------------- -------------- ----------------

                                -------------- ----------- ------------ ------------- ------------- -------------- ----------------
Total Average Assets              $2,723,373    $821,400      $206,263   $1,716,607    $1,132,678    $(1,102,471)      $5,497,850
===================================================================================================================================
</TABLE>


The Corporation's  reportable segments are strategic business units that provide
diverse  products and  services  within the  financial  services  industry.  The
Corporation has five reportable segments: Banking,  International Banking, Riggs
& Company,  Treasury and Other. The Banking segment provides traditional banking
services such as lending and deposit taking to retail,  corporate and commercial
customers.   The  International   Banking  segment  includes  the  Corporation's
Washington,  D.C. based  embassy-banking  business and the London-based  banking
subsidiary,  Riggs  Bank  Europe  Limited.  The Riggs and  Company  segment is a
division of the Corporation  providing trust and investment  management services
to a broad  customer base.  The Treasury  segment is  responsible  for asset and
liability  management  throughout  the  Corporation.  "Other"  consists  of  the
Corporation's unallocated parent company income and expense, net interest income
from unallocated equity and foreclosed real estate activities.

The Corporation  evaluates segment  performance based on net income before taxes
and minority interest. The accounting policies of the segments are substantially
the same as those described in the summary of significant  accounting  policies.
The Corporation  accounts for  intercompany  transactions as if the transactions
were to third parties under market conditions. Overhead and support expenses are
allocated to each operating segment based on number of employees,  service usage
and other factors relevant to the expense incurred.

Reconciliations  are  provided  from the  segment  totals  to the  Corporation's
consolidated financial statements. The reconciliations of noninterest income and
noninterest expense offset as these items result from intercompany transactions.
For years in which the  Corporation has either no provision for loan losses or a
reduction  to the reserve for loan  losses,  an  allocation  of loan loss is not
provided to the segments.  The reconciliation of total average assets represents
the elimination of intercompany transactions.


                                      -9-


<PAGE>



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

<TABLE>
<CAPTION>

===================================================================================================================================
                                                  INTER-                                                                 RIGGS
                                                 NATIONAL      RIGGS &                                   RECON-         NATIONAL
MARCH 31, 1998                     BANKING       BANKING       COMPANY      TREASURY       OTHER       CILIATION      CORPORATION
------------------------------- -------------- ------------ ------------ ------------- ------------- -------------- ---------------
NET INTEREST INCOME
<S>                               <C>             <C>          <C>        <C>           <C>           <C>               <C>
Interest Income                   $   45,039      $ 11,391     $  3,116   $   31,251    $   15,926
Interest Expense                      18,272        15,662        3,031        8,965        12,284
Funds Transfer Income                  5,975        11,529        2,753      (22,051)        1,794
(Expense)
                                -------------- ------------ ------------ ------------- ------------- -------------- ---------------
Net Interest Income (Loss),           32,742         7,258        2,838          235         5,436
Tax-Equivalent
Tax Equivalent Adjustment               (269)           --           --         (555)           --
                                -------------- ------------ ------------ ------------- ------------- -------------- ---------------
Net Interest Income (Loss)        $   32,473      $  7,258     $  2,838   $     (320)   $    5,436    $        --       $   47,685
                                -------------- ------------ ------------ ------------- ------------- -------------- ---------------

NONINTEREST INCOME
Noninterest Income-External       $    9,647      $  1,081     $ 11,655   $    6,012    $     (258)
Customers
Intersegment Noninterest                  --           982          106           --           423
Income
                                -------------- ------------ ------------ ------------- ------------- -------------- ---------------
Total Noninterest Income          $    9,647      $  2,063     $ 11,761   $    6,012    $      165    $    (1,511)      $   28,137
                                -------------- ------------ ------------ ------------- ------------- -------------- ---------------

NONINTEREST EXPENSE
Depreciation and Amortization     $    1,770      $    148     $    400   $        3    $    1,706
Direct Expense                        13,518         4,786        7,028          375        19,184
Overhead and Support                  16,092         2,415        2,526          376       (21,408)
                                -------------- ------------ ------------ ------------- ------------- -------------- ---------------
Total Noninterest Expense         $   31,380      $  7,349     $  9,954   $      754    $     (518)   $    (1,511)      $   47,408
                                -------------- ------------ ------------ ------------- ------------- -------------- ---------------

Income (Loss) Before Taxes        $   10,740      $  1,972     $  4,645   $    4,938    $    6,119    $        --       $   28,414
and Minority Interest
                                -------------- ------------ ------------ ------------- ------------- -------------- ---------------

                                -------------- ------------ ------------ ------------- ------------- -------------- ---------------
Total Average Assets              $2,485,622      $614,894     $206,209   $2,172,662    $1,174,947    $(1,153,996)      $5,500,338
===================================================================================================================================
</TABLE>


NOTE 6. NEW FINANCIAL ACCOUNTING STANDARDS

In February 1998, SFAS No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits-an amendment of FASB Statements No. 87, 88, and 106" was
issued.  SFAS No. 132 revises  employers'  disclosures  about  pension and other
postretirement  benefit plans. It standardizes  the disclosure  requirements for
pensions and other postretirement  benefits and required additional  information
on changes in the  benefit  obligations  and fair  values of plan  assets in the
Corporation's 1998 year-end financial  statements.  SFAS No. 132 also eliminates
certain disclosures which were required by SFAS Nos. 87, "Employers'  Accounting
for Pensions," No. 88, "Employers' Accounting for Settlement and Curtailments of
Defined  Benefit  Pension  Plans and for  Termination  Benefits,"  and No.  106,
"Employers'  Accounting for  Postretirement  Benefits Other than Pensions." SFAS
No. 132 was effective for the  Corporation on January 1, 1998.  The  Corporation
did not experience any material impact from the implementation of SFAS No. 132.

SFAS No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities,"
was issued in June 1998.  SFAS No. 133 will  require the  Corporation  to record
derivative   instruments,   such  as   interest-rate   swap  agreements  on  the
Consolidated  Statement of Condition as assets or liabilities,  measured at fair
value.  Currently the Corporation  treats such instruments as  off-balance-sheet
items. Gains or losses resulting from changes in the values of those derivatives
would  be  accounted  for  depending  on the  specific  use of  each  derivative
instrument and whether it qualifies for hedge accounting  treatment as stated in
the standard.  SFAS No. 133 will be effective for the  Corporation on January 1,
2000.  The  Corporation  does  not  anticipate  any  material  impact  from  the
implementation of SFAS No. 133.


                                      -10-




<PAGE>



RIGGS NATIONAL CORPORATION

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


RESULTS OF OPERATIONS

Net income for the first quarter of 1999 was $7.7 million compared to net income
of $15.6  million in the first  quarter  of 1998,  a  decrease  of $7.9  million
primarily due to  nonrecurring  securities  gains and a lower income tax rate in
the  first  quarter  of 1998  combined  with  the  impact  of the  Corporation's
Preferred  Stock  redemption in the fourth  quarter of 1998.  Earnings per share
decreased to $.26 from $.41 in the first quarter of 1998.

NET INTEREST INCOME

Net  interest  income on a  tax-equivalent  basis (net  interest  income plus an
amount equal to the tax savings on tax-exempt interest) totaled $46.7 million in
the first  quarter of 1999,  decreasing  $1.8 million from the first  quarter of
1998.  The decrease  from the prior year's  quarter was  primarily  due to funds
expended in redeeming  Preferred  Stock in the fourth quarter of 1998 and Common
Stock in both the fourth quarter of 1998 and the first quarter of 1999.


NET INTEREST INCOME CHANGES (1)
<TABLE>
<CAPTION>

                                                                                          Three Months Ended
                                                                                        MARCH 31, 1999 VS 1998
                                                                                   ----------------------------------
                                                                                     DUE TO      DUE TO     TOTAL
(IN THOUSANDS)                                                                        RATE       VOLUME     CHANGE
=====================================================================================================================
Interest Income:
<S>                                                                                   <C>        <C>        <C>
   Loans, Including Fees                                                              $(3,752)   $ 6,582    $ 2,830
   Securities Available for Sale                                                       (1,249)    (5,534)    (6,783)
   Time Deposits with Other Banks                                                        (613)     1,879      1,266
   Federal Funds Sold and Reverse
    Repurchase Agreements                                                                (576)    (2,137)    (2,713)
---------------------------------------------------------------------------------------------------------------------

Total Interest Income                                                                  (6,190)       790     (5,400)

Interest Expense:
   Interest-Bearing Deposits                                                           (6,109)     3,678     (2,431)
   Repurchase Agreements and Other
      Short-Term Borrowings                                                            (1,093)       (22)    (1,115)
   Long-Term Debt                                                                          --         --         --
---------------------------------------------------------------------------------------------------------------------

Total Interest Expense                                                                 (7,202)     3,656     (3,546)
=====================================================================================================================

Net Interest Income                                                                   $ 1,012    $(2,866)   $(1,854)
</TABLE>

(1)-The dollar  amount of  changes in  interest  income and  interest  expense
    attributable to changes in rate/volume (change in rate multiplied by
    change in volume) has been allocated  between rate and volume  variances
    based on the percentage relationship of such variances to each
    other.  Income and rates are  computed  on a  tax-equivalent  basis  using a
    Federal  income tax rate of 35% and local tax rates as applicable.


                                      -11-
<PAGE>




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


AVERAGE CONSOLIDATED STATEMENTS OF CONDITION AND RATES
<TABLE>
<CAPTION>

                                                               THREE MONTHS ENDED                  THREE MONTHS ENDED
                                                                 MARCH 31, 1999                      MARCH 31, 1998
                                                         -------------------------------    ----------------------------------
(TAX-EQUIVALENT BASIS) (1)                                 AVERAGE     INCOME/                AVERAGE     INCOME/
(IN THOUSANDS)                                             BALANCE     EXPENSE    RATE        BALANCE     EXPENSE     RATE
==============================================================================================================================

ASSETS
<S>                                                       <C>            <C>       <C>       <C>            <C>          <C>
  Loans, Including Fees (2)                               $3,198,165     $58,352   7.40 %    $2,836,563     $55,522      7.94 %
  Securities Available for Sale (3)                        1,016,963      14,664   5.85       1,396,095      21,447      6.23
  Time Deposits with Other Banks                             615,598       7,234   4.77         459,421       5,968      5.27
  Federal Funds Sold and Reverse Repurchase Agreements       176,341       2,106   4.84         349,729       4,819      5.59
------------------------------------------------------------------------------------------------------------------------------
    Total Earning Assets and Average Rate Earned           5,007,067      82,356   6.67       5,041,808      87,756      7.06

  Reserve for Loan Losses                                    (54,213)                           (52,446)
  Cash and Due from Banks                                    144,799                            155,630
  Other Assets                                               400,197                            355,346

==============================================================================================================================
  Total Assets                                            $5,497,850                         $5,500,338

LIABILITIES, MINORITY INTEREST AND
    STOCKHOLDERS' EQUITY

  Interest-Bearing Deposits                               $3,517,378     $27,355   3.15 %    $3,175,472     $29,786      3.80 %
  Repurchase Agreements and Other Short-Term Borrowings      400,953       3,978   4.02         402,697       5,093      5.13
  Long-Term Debt                                             191,525       4,368   9.25         191,525       4,368      9.25
------------------------------------------------------------------------------------------------------------------------------
    Total Interest-Bearing Funds and Average Rate Paid     4,109,856      35,701   3.52       3,769,694      39,247      4.22

  Demand Deposits                                            621,604                            850,627
  Other Liabilities                                           53,122                             63,351
  Minority Interest in Preferred Stock of Subsidiaries       350,000                            350,000
  Stockholders' Equity                                       363,268                            466,666

==============================================================================================================================
  Total Liabilities, Minority Interest and
     Stockholders' Equity                                 $5,497,850                         $5,500,338

==============================================================================================================================
  NET INTEREST INCOME AND SPREAD                                         $46,655   3.15 %                   $48,509      2.84 %

==============================================================================================================================
  NET INTEREST MARGIN ON EARNING ASSETS                                            3.78 %                                3.90 %
</TABLE>

(1)-Income and rates are  computed on a  tax-equivalent  basis using a Federal
    income tax rate of 35% and local tax rates as applicable.
(2)-Nonperforming  loans are included in average  balances  used to determine
    rates.
(3)-The averages and rates for the securities available for sale portfolio are
    based on amortized cost.


NONINTEREST INCOME

Noninterest income for 1999,  excluding securities gains, totaled $24.2 million,
an increase of $1.4  million  from the first  quarter of 1998.  The  increase in
noninterest  income was due to a 13% increase in trust and  investment  advisory
income of Riggs & Company, Riggs' private client services division.


NONINTEREST EXPENSE

Noninterest  expense for the first quarter of 1999 was $50.2 million, up 6% from
the $47.4 million  reported in the first  quarter of 1998.  The increase was due
substantially to added personnel costs during the year,  primarily  attributable
to increased  incentive-based  compensation  and staff costs associated with new
business initiatives. In addition, Riggs made a contribution of $500 thousand to
a local charitable foundation in the first quarter of 1999.

                                      -12-


<PAGE>



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


FINANCIAL CONDITION

SECURITIES

Securities  available for sale totaled $1.29 billion at March 31, 1999, compared
to $970.7  million at year-end  1998,  and $1.42 billion at March 31, 1998.  The
activity for the first three months included  purchases of securities  available
for sale totaling $1.40 billion,  which were partially  offset by maturities and
sales/calls  of securities  available for sale totaling  $1.01 billion and $54.0
million,  respectively.  The  weighted-average  durations  and  yields  for  the
portfolio,  adjusted for anticipated  prepayments,  were approximately 3.6 years
and 5.63%, respectively, at March 31, 1999.

<TABLE>
<CAPTION>

                                        MARCH 31, 1999                   MARCH 31, 1998                DECEMBER 31, 1998
                                -------------------------------  ------------------------------  -------------------------------
                                    AMORTIZED        MARKET/         AMORTIZED       MARKET/         AMORTIZED        MARKET/
      AVAILABLE FOR SALE               COST        BOOK VALUE           COST        BOOK VALUE          COST        BOOK VALUE
================================================================================================================================
(IN THOUSANDS)
<S>                                 <C>             <C>              <C>            <C>              <C>             <C>
U.S. Treasury Securities            $  188,397      $  179,274       $  404,512     $  404,382       $  113,677      $  111,750
Government Agencies Securities         541,288         541,258          769,245        769,194          391,165         391,344
Mortgage-Backed Securities             532,183         526,516          204,906        204,723          424,152         423,503
Other Securities                        42,532          43,383           39,689         42,043           43,577          44,131
================================================================================================================================

Total                               $1,304,400      $1,290,431       $1,418,352     $1,420,342       $  972,571      $  970,728
</TABLE>


LOANS

At March 31, 1999, total loans outstanding amounted to $3.19 billion, decreasing
$71.8 million from the December 31, 1998 total of $3.26 billion. The decrease in
loans  from  December  31,  1998,  was  primarily  attributed  to  decreases  in
residential mortgage loans of $44.4 million, real estate-commercial/construction
loans of $30.0 million, and foreign loans of $16.7 million,  partially offset by
an increase of $22.3 million in commercial and financial loans.
<TABLE>
<CAPTION>

                                                           MARCH 31,            MARCH 31,          DECEMBER 31,
(IN THOUSANDS)                                               1999                 1998                 1998
================================================================================================================
<S>                                                       <C>                  <C>                  <C>
Commercial and Financial                                  $  691,090           $  583,733           $  668,778
Real Estate - Commercial/Construction                        379,580              395,464              409,586
Residential Mortgage                                       1,231,855            1,133,915            1,276,257
Home Equity                                                  309,879              314,451              314,347
Consumer                                                      71,701               66,602               69,419
Foreign                                                      505,335              374,246              522,032
----------------------------------------------------------------------------------------------------------------

Total Loans                                                3,189,440            2,868,411            3,260,419

Net Deferred Loan Fees,
 Premiums and Discounts                                       (3,088)                 834               (2,284)
================================================================================================================

Loans                                                     $3,186,352           $2,869,245           $3,258,135
</TABLE>

                                      -13-


<PAGE>



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


ASSET QUALITY

NONPERFORMING ASSETS

Nonperforming  assets,  which include  nonaccrual loans,  renegotiated loans and
other real estate owned (net of  reserves),  totaled  $30.1 million at March 31,
1999, a $1.3 million (4%) decrease from the year-end 1998 total of $31.4 million
and a $13.6 million (82%)  increase from the March 31, 1998 total.  The increase
in nonaccrual loans from March 1998 was mainly due to a $25.0 million commercial
loan placed on nonaccrual  during the fourth quarter of 1998 partially offset by
repayment of another large nonperforming loan.

PAST-DUE AND POTENTIAL PROBLEM LOANS

Past-due  loans  consist  of  residential  real  estate  loans,  commercial  and
industrial  loans,  and consumer loans that are in the process of collection and
are accruing  interest.  Past-due loans decreased $16.3 million during the first
three  months of 1999 to $9.0  million,  mostly  due to  repayment  of a foreign
government overdraft of $15.8 million.

At March 31, 1999,  the  Corporation  had  identified  $1.0 million in potential
problem loans that are currently  performing but that  management  believes have
certain  attributes  that  may lead to  nonaccrual  or past  due  status  in the
foreseeable  future.  This balance consisted entirely of residential real estate
and consumer loans. There were no potential problem loans at December 31, 1998.

<TABLE>
<CAPTION>

NONPERFORMING ASSETS AND PAST-DUE LOANS
                                                                        MARCH 31,         MARCH 31,       DECEMBER 31,
(IN THOUSANDS)                                                             1999             1998              1998
=======================================================================================================================

NONPERFORMING ASSETS:
<S>                                                                         <C>              <C>               <C>
Nonaccrual Loans (1)                                                        $26,681          $12,314           $26,831
Renegotiated Loans (2)                                                        1,772               85             2,920
Other Real Estate Owned, Net                                                  1,679            4,062             1,680
=======================================================================================================================
Total Nonperforming Assets                                                  $30,132          $16,461           $31,431

PAST-DUE LOANS (3)                                                          $ 8,950          $11,412           $25,269
</TABLE>

(1)-Loans  (other than  consumer)  that are in default in either  principal or
    interest for 90 days or more that are not well-secured and in the process
    of collection,  or that are, in management's opinion, doubtful as to the
    collectibility of either interest or principal.

(2)-Loans for which terms have been  renegotiated  to provide a  reduction  of
    interest or principal as a result of a deterioration in the financial
    position of the borrower.  Renegotiated loans do not include $6.4 million in
    loans renegotiated at market terms that have performed in accordance with
    their respective renegotiated terms.

(3)-Loans contractually past due 90 days or more in principal or interest that
    are well-secured and in the process of collection.


DEPOSITS

Deposits  are the primary and most stable  source of funds for the  Corporation.
Deposits totaled $4.18 billion at March 31, 1999,  increasing $30.9 million from
the December 31, 1998 deposit total.  The increase from the year-end balance was
due primarily to increases in money market deposit accounts and time deposits in
domestic  offices of $94.6 million and $48.3  million,  respectively,  partially
offset by decreases in demand  deposits of $47.0  million and in savings and NOW
accounts of $44.6 million.


                                      -14-


<PAGE>



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


SHORT-TERM BORROWINGS AND LONG-TERM DEBT

Short-term  borrowings increased by $21.2 million, or 6%, from the year-end 1998
balance.  Short-term  borrowings  are an  additional  source  of funds  that the
Corporation  has  utilized  to  meet  certain  asset/liability  and  daily  cash
management  objectives.  The increase in short-term borrowings from year-end was
primarily due to increases in repurchase agreements, which are a funding vehicle
for the  Corporation.  Short-term  borrowings  are used to help the  Corporation
generate cash and maintain adequate levels of liquidity.

<TABLE>
<CAPTION>
                                                                  MARCH 31,           MARCH 31,          DECEMBER 31,
(IN THOUSANDS)                                                      1999                1998                 1998
====================================================================================================================
<S>                                                                <C>                 <C>                  <C>
Repurchase Agreements and Other Short-Term Borrowings              $395,617            $453,990             $374,380

Subordinated Debentures due 2009                                     66,525              66,525               66,525
Subordinated Notes due 2006                                         125,000             125,000              125,000
----------------------------------------------------------- ---------------- -- ---------------- --- ---------------
Total Long-Term Debt                                                191,525             191,525              191,525
====================================================================================================================

Total Short-Term Borrowings and Long-Term Debt                     $587,142            $645,515             $565,905
</TABLE>


LIQUIDITY

The  Corporation  seeks to maintain  sufficient  liquidity  to meet the needs of
depositors,  borrowers  and  creditors  at a reasonable  cost and without  undue
stress on the operations of the  Corporation and its banking  subsidiaries.  The
Corporation's  Asset/Liability Committee actively analyzes and manages liquidity
in coordination with other areas of the organization (see "Sensitivity to Market
Risk").  At March 31, 1999, the  Corporation's  liquid assets, on a consolidated
basis, which include cash and due from banks,  Government  obligations and other
securities,  federal funds sold, reverse repurchase agreements and time deposits
at other banks, totaled $2.18 billion (38% of total assets).  This compares with
$1.90 billion  (34%) at December 31, 1998,  and $2.47 billion (44%) at March 31,
1998. At March 31, 1999, $807.5 million of the Corporation's assets were pledged
to secure  deposits and other  borrowings.  This compares with pledged assets of
$727.4 million at December 31, 1998, and $815.8 million at March 31, 1998.

The Corporation's  liquidity  position is maintained by a stable source of funds
from the  Corporation's  core deposit  relationships.  The Corporation has other
sources of funds, such as short-term credit lines available from several Federal
Home Loan Banks and other financial  institutions.  In addition, the Corporation
had a line of credit  available  through its membership in the Federal Home Loan
Bank of  Atlanta  (FHLB  Atlanta).  At March 31,  1999 and  December  31,  1998,
short-term  credit lines and the FHLB Atlanta line of credit  available  totaled
approximately  $1.50  billion,  and $932  million  at March  31,  1998.  Of this
availability,  $14.5 million,  $19.3 million, and $19.1 million were outstanding
at March 31, 1999, December 31, 1998, and March 31, 1998.


STOCKHOLDERS' EQUITY AND REGULATORY CAPITAL

Total  stockholders'  equity at March 31, 1999 was $347.8 million, a decrease of
$44.9  million from the year-end  1998 total and down $126.7  million from March
31, 1998. The decreases from both prior periods were primarily the result of the
redemption of Riggs' $100 million 10.75% Noncumulative Perpetual Preferred Stock
on October 1, 1998,  and  repurchases  of Common Stock in the fourth  quarter of
1998 and first  quarter  of 1999.  These  Common  Stock  repurchases  aggregated
2,400,000  shares for a cost of $47.6 million at March 31, 1999.  Book value per
common share was $12.31 as of March 31, 1999 compared to $12.93 at year-end 1998
and $12.40 at March 31, 1998.  On the following  page are the capital  ratios of
the  Corporation  and its banking  subsidiary,  Riggs Bank National  Association
(Riggs Bank N.A.) at March 31, 1999 and 1998, and December 31, 1998.

                                      -15-



<PAGE>




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

<TABLE>
<CAPTION>


                                                      MARCH 31,       MARCH 31,      DECEMBER 31,      REQUIRED
                                                         1999            1998            1998          MINIMUMS
================================================================================================================

RIGGS NATIONAL CORPORATION:
<S>                                                     <C>             <C>             <C>             <C>
     Tier I                                             13.30%          18.91%          14.63%          4.00%
     Combined Tier I and Tier II                        26.59           31.84           27.51           8.00
     Leverage                                            8.51           11.33            9.33           4.00

RIGGS BANK N.A.:
     Tier I                                             12.64           13.02           12.17           4.00
     Combined Tier I and Tier II                        13.89           14.28           13.43           8.00
     Leverage                                            8.51            8.08            8.26           4.00
</TABLE>



YEAR 2000 READINESS DISCLOSURE

GENERAL
Advances  and  changes  in  technology  can  have a  significant  impact  on the
Corporation's  business.  Financial  institutions  are dependent on  information
systems and also have many external interdependencies with other companies. Many
computer  programs were designed to recognize  calendar  years by their last two
digits.  Calculations  performed  using these digits may not work  properly with
dates  beginning in the Year 2000 and beyond.  The Year 2000 issue  creates risk
for the Corporation  from unforeseen  problems in its computer  systems and from
Year  2000  issues  with  the  Corporation's  vendors,   service  providers  and
customers.

APPROACH AND RISKS
The  Corporation  began to identify the risks  associated  with the Year 2000 in
1995.  Management  established a corporate  oversight structure to ensure timely
risk  assessments,   remediation  plans,  systems  testing,   conversions,   and
centralized  management of the project.  The  structure of the effort  entails a
number of  groups,  each  addressing  a  different  aspect of the  project,  and
reporting to the Year 2000 Program  Manager.  Oversight of the entire project is
performed  by the Year  2000  Advisory  Group.  This is a  management  committee
appointed  by the Board of  Directors  that  reports to the Board on a quarterly
basis.

Management determined that an enterprise-wide  business risk-assessment approach
is most  appropriate  for addressing and  remediating  Year 2000 problems.  This
included an assessment of the  information  technology  resources of each of the
functional  areas  in the  Corporation,  as  well  as  separate  assessments  of
information  technology  vendors and suppliers,  mainframe  applications,  third
party  suppliers,  alternative  platforms,  and  non-information  technology and
facilities risks.

In addition to  systems-related  risks,  the  Corporation  undertook a review of
risks created by potential business  interruptions suffered by the Corporation's
major  business  counterparties,  both  domestic  and foreign.  The  Corporation
divided its business  counterparties  into three broad categories:  Funds Takers
(primarily  borrowers),  Funds Providers  (depositors and other funding sources)
and   Capital   Markets   partners   (trading   counterparties   and   fiduciary
relationships). For those business partners that would have a significant impact
on the Corporation's  liquidity,  income, or capital markets activities,  should
they  encounter   significant  business  interruption  due  to  the  Year  2000,
management has worked through the functional  areas involved to assess readiness
and contingency plans for recovering from an abrupt interruption.

After the assessment  phase,  Year 2000 efforts have focused on remediation  and
verification.  The  Corporation  has developed  detailed action plans to address
mainframe systems, third party servicers, embedded technology and facilities and
non-information  technology issues. For purchased systems and software and third
party servicers,  the Year 2000 efforts have involved  contacting the vendors or
suppliers and determining the Year 2000 status of the various systems and of the
plans to bring the systems into compliance.  For in-house systems, the Year 2000
efforts include correction of the programs to ensure proper data processing. The
Corporation's  action plans also  include  testing  mission-critical  systems to
verify the  remediation  efforts.  Riggs records and tracks  information to keep
management  aware of the  status  of the  Corporation's  information  technology
systems.  The  Program  Manager  is  working  with the  functional  areas of the
Corporation to develop  contingency  plans for a variety of situations,  such as
the failure of a vendor to remediate Year 2000 issues by a particular  date or a
system not being available for processing.

                                      -16-


<PAGE>


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

Inherent  in the Year 2000,  the  failure to  correct a material  problem  could
result in an interruption  in or failure of certain  business  operations.  Year
2000 risks and uncertainties  include  increased credit losses,  service delays,
funding delays,  counterparty failures,  inaccurate information processing,  ATM
failures,  and problems with international  accounts.  There can be no assurance
that  the  Year  2000  issue  will not have a  material  adverse  impact  on the
Corporation's financial position,  results of operations,  or relationships with
customers, vendors, or others.

STATE OF READINESS
While there is general uncertainty inherent in the Year 2000 problem,  resulting
in part  from the  uncertainty  of the  readiness  of third  party  vendors  and
customers, the Corporation's progress toward completing the enterprise-wide risk
assessment  and  remediating  Year 2000 problems is on target.  The  Corporation
completed  remediation and verification of all mission critical internal systems
by December 31, 1998.  Mission-critical  third party service providers completed
their remediations by December 31, 1998, and Riggs  substantially  completed its
verification  of these  systems at March 31, 1999.  This is in  accordance  with
guidelines   established  by  Bank  regulatory   authorities.   Verification  of
non-mission  critical  system  changes,   including  non-information  technology
issues,  will be performed  throughout 1999. The Corporation  presently believes
that the Year 2000 issue will not cause significant operational problems.

COSTS
The total cost to become Year 2000  compliant  is not expected to be material to
the Corporation's  financial position.  The Corporation estimates the total cost
of the Year 2000 project will be approximately $7.7 million, with funds provided
from  operating cash flows.  As of March 31, 1999 the total amount  expended was
$4.4  million,  with $759  thousand of this expense  incurred in the first three
months of 1999. The future cost of completing the Year 2000 project is estimated
to be $3.3 million. The most significant  components of the total estimated cost
consist of 65% for personnel costs,  including consultants and special Year 2000
incentives,  and 26% for data  processing  services.  The  Corporation  does not
separately track all internal costs incurred for the Year 2000 project. Internal
costs are principally  the  payroll-related  costs for the  information  systems
group.

The Year 2000 expense  represents  approximately 10% of the Corporation's  total
actual information  technology  expenditures for the first three months of 1999.
Other significant or critical non-Year 2000 information  technology efforts have
not been materially delayed or impacted by Year 2000 initiatives.

CONTINGENCY PLANS
To prepare for the possibility that certain  information  systems or third party
vendors and servicers will not be Year 2000 compliant, the Corporation developed
detailed  contingency plans. The Corporation has two types of contingency plans,
remediation plans and business resumption plans.

The remediation  plans addressed those  information  systems the Corporation had
determined  were not Year  2000  compliant  through  our  testing.  These  plans
described and scheduled alternative  provisions,  including,  if necessary,  the
replacement  of vendors  or third  party  servicers  to ensure  compliance.  The
remediation  plans are complete;  however,  implementation of these plans is not
expected to be necessary because of the Corporation's state of readiness.

The  business  resumption  plans  address  how  the  Corporation  will  continue
operations  in  the  event  a  Year  2000  related   interruption   occurs.  The
business-resumption  plans  for its  mission-critical  systems  and  third-party
servicers are scheduled to be complete by June 30, 1999. While implementation of
the business  resumption  plans is not expected to be necessary,  it will ensure
the Corporation has the ability to process  transactions and serve its customers
under circumstances where a Year 2000 problem actually occurs.



The discussion of the  Corporation's  efforts and  expectations  related to Year
2000  compliance  are  forward-looking   statements  which  should  be  read  in
conjunction  with  the   Corporation's   disclosures  under  the  "Safe  Harbor"
provisions as discussed in this Form 10-Q  following  Item 3. The  Corporation's
ability  to achieve  Year 2000  compliance  and the  associated  costs  could be
adversely  impacted by, among other things,  the availability of programming and
verification  resources,  vendors' ability to modify proprietary  software,  and
problems identified in the ongoing project plan.

                                      -17-

<PAGE>



RIGGS NATIONAL CORPORATION

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

SENSITIVITY TO MARKET RISK

The  Corporation  is exposed to various  market risks.  It has  determined  that
interest-rate  risk  has  a  material  impact  on  the  Corporation's  financial
performance,  and as such has established the Asset/Liability Committee ("ALCO")
to manage  interest-rate risk. The role of this committee is to prudently manage
the  asset/liability  mix of the  Corporation  to provide a stable net  interest
margin while maintaining  liquidity and capital.  This entails the management of
the overall risk of the  Corporation in  conjunction  with the  acquisition  and
deployment  of  funds  based  upon  the  Committee's  view of both  current  and
prospective market and economic conditions.

The  Corporation  manages its  interest-rate  risk  through the use of an income
simulation model, which forecasts the impact on net interest income of a variety
of different interest rate scenarios.  A "most likely" interest rate scenario is
forecasted based upon an analysis of current market conditions and expectations.
The model then  evaluates  the  impact on net  interest  income of rates  moving
significantly  higher or lower than the "most likely" scenario.  The results are
compared to risk tolerance limits set by corporate  policy.  The model's results
as of March  31,  1999 and 1998 are  shown in the table  below.  Current  policy
establishes  limits for possible  changes in net  interest  income for 12 and 36
month horizons.  The interest rate scenarios  monitored by ALCO are based upon a
100 basis point (1%) gradual  increase or decrease in rates over a 12-month time
period and a 300 basis point (3%)  gradual  increase or decrease in rates over a
36-month time period.


INTEREST-RATE SENSITIVITY ANALYSIS (1)
<TABLE>
<CAPTION>
                                                                 MOVEMENTS IN INTEREST RATES FROM MARCH 31, 1999
============================================================================================================================
                                                         SIMULATED IMPACT OVER NEXT          SIMULATED IMPACT OVER NEXT
                                                                TWELVE MONTHS                    THIRTY-SIX MONTHS
----------------------------------------------------- ---------------------------------- -----------------------------------
(In Thousands)                                              +100BP           -100BP            +300BP            -300BP
----------------------------------------------------- ----------------- ---------------- ----------------- -----------------
Simulated Impact Compared With a
  "Most Likely" Scenario:
<S>                                                          <C>               <C>              <C>               <C>
  Net Interest Income Increase/(Decrease)                        (.6)%           (0.1)%              .5 %            (1.6)%

  Net Interest Income Increase/(Decrease)                    $(1,177)          $ (173)          $ 3,107           $(9,356)
</TABLE>


<TABLE>
<CAPTION>


                                                                 MOVEMENTS IN INTEREST RATES FROM MARCH 31, 1998
============================================================================================================================
                                                         SIMULATED IMPACT OVER NEXT          SIMULATED IMPACT OVER NEXT
                                                                TWELVE MONTHS                    THIRTY-SIX MONTHS
----------------------------------------------------- ---------------------------------- -----------------------------------
(In Thousands)                                              +100BP           -100BP            +300BP            -300BP
----------------------------------------------------- ----------------- ---------------- ----------------- -----------------
Simulated Impact Compared With a
  "Most Likely" Scenario:
<S>                                                          <C>              <C>               <C>               <C>
  Net Interest Income Increase/(Decrease)                        1.8 %           (1.0)%             5.4 %            (1.6)%

  Net Interest Income Increase/(Decrease)                    $ 3,340          $(1,791)          $31,029           $(9,255)
</TABLE>

(1)-Key Assumptions:
Assumptions with respect to the model's projections of the effect of changes in
interest rates on Net Interest Income include:
1.Target balances for various asset and liability  classes,  which are
  solicited from the management of the various units of the Corporation.
2.Interest  rate  scenarios  which are  generated  by ALCO for the "most
  likely" scenario and are dictated by policy for the alternative scenarios.
3.Spread  relationships  between various interest rate indices,  which are
  generated by the analysis of historical  relationships and ALCO consensus.
4.Assumptions  about the effect of embedded  options and  prepayment  speeds:
  instruments  that are  callable are assumed to be called at the first
  opportunity  if an interest rate scenario makes it  advantageous  for the
  owner of the call to do so.  Prepayment  assumptions for mortgage products are
  derived from accepted industry sources.
5.Reinvestment  rates for funds replacing assets or liabilities that are assumed
  (through early withdrawal,  prepayment,  calls, etc.) to run off the balance
  sheet, which are generated by the spread relationships.
6.Maturity  strategies  with  respect  to assets  and  liabilities,  which are
  solicited from the management of the various units of the Corporation.


                                      -18-

<PAGE>



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK,
               CONTINUED


At March 31, 1999,  the  forecasted  impact of rates rising or falling 100 basis
points  versus the "most  likely"  scenario  over a 12-month  time  period was a
change in net interest  income not exceeding 1%. For a 300 basis point  movement
in rates versus the "most likely" scenario over a 36-month period, the impact on
net interest  income did not exceed 2%. The results of the  simulation for March
31, 1999 indicated  that the  Corporation  maintained a fairly neutral  position
over the 12-month horizon, and was asset sensitive in the 36-month time horizon.
The Corporation was within guidelines for interest rates moving significantly in
either direction.

In managing the Corporation's interest-rate risk, ALCO uses financial derivative
instruments,  such as interest-rate swaps. Financial derivatives are employed to
assist in the  management  and/or  reduction  of the  interest-rate  risk of the
Corporation,  and can  effectively  alter the  sensitivity  of  segments  of the
statement of condition for specified  periods of time.  All of these  derivative
instruments are considered  off-balance-sheet,  as they do not materially affect
the level of assets or  liabilities  of the  Corporation.  Along with  financial
derivative   instruments,   the  income  simulation  model  includes  short-term
financial  instruments,   investment  securities,  loans,  deposits,  and  other
borrowings.  Interest-rate risk management strategies are discussed and approved
by ALCO prior to implementation.

Management finds that the methodologies discussed on the previous page provide a
meaningful  representation  of the  Corporation's  interest-rate and market risk
sensitivity, though factors other than changes in the interest rate environment,
such as levels of non-earning  assets, and changes in the composition of earning
assets,  may  affect  net  interest  income.  Management  believes  its  current
interest-rate  sensitivity  level is appropriate,  considering the Corporation's
economic outlook and conservative approach taken in the review and monitoring of
the  Corporation's  sensitivity  position.  No material changes have taken place
since December 31, 1998.

COMMITMENTS AND CONTINGENT LIABILITIES

Outstanding  commitments  and contingent  liabilities  that do not appear in the
consolidated  financial  statements at March 31, 1999 and 1998, and December 31,
1998 are detailed in the table below.  At December 31, 1998,  the  Corporation's
financial  derivative  instruments  included  a $25  million  (notional  amount)
interest  rate swap,  which  converted  a portion of the fixed rate real  estate
mortgage loan portfolio into a floating rate asset. This swap matured in January
1999.

<TABLE>
<CAPTION>

                                                                    CONTRACTUAL OR NOTIONAL VALUE
                                                            -----------------------------------------------
                                                                MARCH 31,       MARCH 31,     DECEMBER 31,
                                                                   1999           1998            1998
===========================================================================================================
<S>                                                             <C>               <C>           <C>
Commitments to Extend Credit                                    $1,196,279        $959,673      $1,169,670

Letters of Credit                                                  122,556         147,977         116,734

Derivative Instruments:
    Foreign Exchange Contracts:
         Commitments to Purchase                                $  137,281        $130,009      $  138,727
         Commitments to Sell                                       224,439         211,092         225,846
    Interest-Rate Swap Agreements                                  100,002          87,572         115,343
</TABLE>



                                      -19-





<PAGE>


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK,
               CONTINUED


The Corporation's  interest-rate  swap activity for the three months ended March
31, 1999, is as follows:

<TABLE>
<CAPTION>
                                                  BALANCE                                                        BALANCE
                                               DECEMBER 31,                                                     MARCH 31,
                                                   1998         ADDITIONS     MATURITIES     TERMINATIONS          1999
============================================================================================================================

Interest-Rate Swaps:
<S>                                                <C>           <C>            <C>             <C>                <C>
     Receive fixed/pay variable                    $     --      $     --       $    --         $      --          $     --
     Receive variable/pay fixed                      25,000            --        25,000                --                --
     Riggs Bank Europe Limited                       90,343         9,659            --                --           100,002
============================================================================================================================

Total                                              $115,343      $  9,659       $25,000         $      --          $100,002
</TABLE>


      --------------------------------------------------------------

THIS QUARTERLY REPORT ON FORM 10-Q,  INCLUDING THE  MANAGEMENT'S  DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,  AND THE QUANTITATIVE
AND  QUALITATIVE   DISCLOSURES  ABOUT  MARKET  RISK,  CONTAINS   FORWARD-LOOKING
STATEMENTS,  AS DEFINED IN SECTION 21E OF THE  SECURITIES  EXCHANGE ACT OF 1934,
THAT INVOLVE RISK AND UNCERTAINTY. IN ORDER TO COMPLY WITH THE TERMS OF THE SAFE
HARBOR,  THE  CORPORATION  NOTES  THAT A  VARIETY  OF  FACTORS  COULD  CAUSE THE
CORPORATION'S  ACTUAL  RESULTS AND  EXPERIENCES  TO DIFFER  MATERIALLY  FROM THE
ANTICIPATED  RESULTS  OR  OTHER  EXPECTATIONS  EXPRESSED  IN  THE  CORPORATION'S
FORWARD-LOOKING  STATEMENTS.  THESE  FACTORS  INCLUDE,  BUT ARE NOT  LIMITED TO,
CERTAIN RISKS AND  UNCERTAINTIES  THAT MAY AFFECT THE  OPERATIONS,  PERFORMANCE,
DEVELOPMENT,  GROWTH PROJECTIONS AND RESULTS OF THE CORPORATION'S  BUSINESS SUCH
AS, THE GROWTH OF THE ECONOMY,  INTEREST RATE MOVEMENTS,  TIMELY  DEVELOPMENT BY
THE  CORPORATION  OF  TECHNOLOGY  ENHANCEMENTS  FOR ITS PRODUCTS  AND  OPERATING
SYSTEMS,  THE IMPACT OF  COMPETITIVE  PRODUCTS,  SERVICES AND PRICING,  CUSTOMER
BUSINESS REQUIREMENTS, CONGRESSIONAL LEGISLATION AND SIMILAR MATTERS. READERS OF
THIS  REPORT  ARE  CAUTIONED  NOT TO PLACE  UNDUE  RELIANCE  ON  FORWARD-LOOKING
STATEMENTS  WHICH ARE  SUBJECT  TO  INFLUENCE  BY THE  NAMED  RISK  FACTORS  AND
UNANTICIPATED FUTURE EVENTS. ACTUAL RESULTS,  ACCORDINGLY, MAY DIFFER MATERIALLY
FROM MANAGEMENT EXPECTATIONS.

                                      -20-


<PAGE>



RIGGS NATIONAL CORPORATION


                            PART II OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


        (A)    EXHIBITS
               --------

                  The exhibits  listed on pages 22 through 23 are  incorporated
                  by reference or filed herewith in response to this item.


        (B)    REPORTS ON FORM 8-K
               -------------------

                  None.






                                   SIGNATURES
                Pursuant to the  requirements of the Securities  Exchange Act of
        1934,  the  registrant  has duly  caused this report to be signed on its
        behalf by the undersigned thereunto duly authorized.


                           RIGGS NATIONAL CORPORATION


  Date:    May 10, 1999                               /s/ TIMOTHY C. COUGHLIN
       -------------------                          --------------------------
                                                         Timothy C. Coughlin
                                                              President






  Date:    May 10, 1999                                  /s/ JOHN L. DAVIS
       --------------------                         --------------------------
                                                           John L. Davis
                                                      Chief Financial Officer
                                                   (Principal Financial Officer)






 Date:     May 10, 1999                                /s/ ELEANOR L. RUTLAND
      ----------------------                        --------------------------
                                                         Eleanor L. Rutland
                                                             Comptroller
                                                  (Principal Accounting Officer)


                                      -21-


<PAGE>


<TABLE>
<CAPTION>

                                               INDEX TO EXHIBITS

  EXHIBIT NO.                                     DESCRIPTION                                       PAGES
=============================================================================================================
    <S>          <C>

     (3.1)       Certificate  of Amendment of Certificate  of  Incorporation  of
                 Riggs National  Corporation  (Incorporated  by reference to the
                 Registrant's  Form 10-K for the year ended  December  31, 1998,
                 SEC File No.  0-9756.),  and  Certificate of  Incorporation  as
                 Amended  (Incorporated  by reference to the  Registrant's  Form
                 10-Q for the quarter  ended  September  30, 1989,  SEC File No.
                 0-9756.)

     (3.2)       By-laws of the  Registrant  with  amendments  through April 10,
                 1996  (Incorporated by reference to the Registrant's  Form 10-K
                 for the year ended December 31, 1998, SEC File No. 09756.)

     (4.1)       Indenture dated June 1, 1989 with respect to $100 million 9.65%
                 Subordinated  Debentures due 2009 (Incorporated by reference to
                 the  Registrant's  Form 8-K dated June 20,  1989,  SEC File No.
                 09756.)

     (4.2)       Indenture  dated  January 1, 1994 with respect to $125 million,
                 8.5%   Subordinated   Debentures  due  2006   (Incorporated  by
                 reference to the  Registrant's  Form 10-Q for the quarter ended
                 March 31, 1994. SEC File No.
                 09756.)

     (4.3)       Indenture dated December 13, 1996 with respect to $150 million,
                 8.625%   Trust   Preferred   Securities,   Series  A  due  2026
                 (Incorporated  by  reference  to  the  Registrant's  S-3  dated
                 February 6, 1997, SEC File No. 333-21297.)

     (4.4)       Indenture  dated March 12, 1997,  with respect to $200 million,
                 8.875%   Trust   Preferred   Securities,   Series  C  due  2027
                 (Incorporated by reference to the Registrant's S-3 dated May 2,
                 1997, SEC File No. 333-26447.)

    (10.1)       Split Dollar Life Insurance Plan  Agreements  (Incorporated  by
                 reference  to the  Registrant's  Form  10-K for the year  ended
                 December 31, 1998, SEC File No.
                 09756.)

    (10.2)       The 1993 Stock Option Plan, the 1994 Stock Option Plan, and the
                 1996 Stock Option Plan, as amended April 15, 1998, and the 1997
                 Non-Employee  Directors  Stock  Option  Plan  (Incorporated  by
                 reference to the  Registrant's  Annual Meeting Proxy  Statement
                 filed March 18, 1998.)

    (10.3)       Deferred  Compensation  Plan  for  Directors  (Incorporated  by
                 reference  to the  Registrant's  Form  10-K for the year  ended
                 December 31, 1998, SEC File No.
                 09756.)

    (10.4)       Description of the 1998 General Incentive Plan (Incorporated by
                 reference  to the  Registrant's  Form  10-K for the year  ended
                 December 31, 1998, SEC File No.
                 09756.)

</TABLE>


                                      -22-



<PAGE>

<TABLE>
<CAPTION>


                                         INDEX TO EXHIBITS, CONTINUED

  EXHIBIT NO.                                     DESCRIPTION                                       PAGES
=============================================================================================================
    <S>          <C>                                                                              <C>

    (10.5)       Description of the 1999 General Incentive Plan (Incorporated by
                 reference  to the  Registrant's  Form  10-K for the year  ended
                 December 31, 1998, SEC File No.
                 09756.)

    (10.6)       Supplemental Executive Retirement Plan, as amended and restated
                 July 12, 1995  (Incorporated  by reference to the  Registrant's
                 Form 10-K for the year ended  December 31,  1998,  SEC File No.
                 09756.)

    (10.7)       Trust  Agreement,  dated July 12,  1995,  for the  Supplemental
                 Executive  Retirement  Plan and the Split Dollar Life Insurance
                 and Supplemental Death Benefit Plans (Incorporated by reference
                 to the  Registrant's  Form 10-K for the year ended December 31,
                 1998, SEC File No. 09756.)

     (27)        Financial Data Schedule                                                          Exhibit 27
</TABLE>

(Exhibits omitted are not required or not applicable.)

                                      -23-