SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                      -------------------------------------
                                   FORM 10-QSB

(Mark One)

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

    For the quarterly period ended June 30, 2000

    OR

[ ] 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 0-27170


                            CLASSIC BANCSHARES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       Delaware                                           61-1289391
--------------------------------------------------------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification Number)

  344 Seventeenth Street, Ashland, Kentucky                41101
--------------------------------------------------------------------------------
(Address of principal executive offices)                 (ZIP Code)


Registrant's telephone number, including area code:      (606) 325-4789
                                                          --------------


Check here whether the issuer (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 for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.                                         Yes [X]   No [  ]

As of August 7, 2000,  there were 1,322,500  shares of the  Registrant's  common
stock issued and 1,170,256 outstanding.

Transitional Small Disclosure (check one):       Yes [  ]  No [X]



<PAGE>

                            CLASSIC BANCSHARES, INC.

                                      INDEX
<TABLE>
                                                                                   Page
                                                                                  Number
PART I.   FINANCIAL INFORMATION                                                   ------

Item 1.   Financial Statements
<S>       <C>                                                                      <C>
          Consolidated Balance Sheets as of June 30, 2000 (Unaudited)
          and March 31, 2000                                                        3

          Consolidated Statements of Income for the three months
          ended June 30, 2000 and 1999                                              4

          Consolidated Statements of Comprehensive Income for the three
          months ended June 30, 2000 and 1999                                       5

          Consolidated Statements of Stockholders' Equity for the three months
          ended June 30, 2000 (Unaudited) and Year Ended March 31, 2000             6

          Consolidated Statements of Cash Flows for the three months ended
          June 30, 2000 and 1999                                                  7-8

          Notes to Consolidated Financial Statements                             9-11

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                                 12-17

PART II.  OTHER INFORMATION                                                        18

          Signatures                                                               19

          Index to Exhibits                                                        20

</TABLE>

                                       2

<PAGE>


                            CLASSIC BANCSHARES, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>

                                                                              June 30,                 March 31,
                                                                                2000                     2000
                                                                                ----                     ----
                                                                            (Unaudited)
<S>                                                                          <C>                      <C>
ASSETS
  Cash and due from bank                                                    $  5,054,596            $  5,122,083
  Federal funds sold                                                              78,975                 131,438
  Securities available for sale                                               23,523,145              23,672,526
  Mortgage-backed and related securities available for sale                    3,161,527               3,229,952
  Loans receivable, net                                                      132,491,055             127,808,325
  Real estate acquired in the settlement of loans                                255,246                 255,246
  Accrued interest receivable                                                  1,258,523               1,139,012
  Federal Home Loan Bank and Federal Reserve Bank stock                        1,502,900               1,462,350
  Premises and equipment, net                                                  5,042,255               5,061,929
  Cost in excess of fair value of net assets acquired (goodwill),
    net of accumulated amortization                                            5,745,302               5,808,774
  Other assets                                                                 1,221,694               1,562,534
                                                                            ------------            ------------

TOTAL ASSETS                                                                $179,335,218            $175,254,169
------------
                                                                            ============            =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
  Non-interest bearing demand deposits                                      $ 16,337,924            $ 14,749,044
  Savings, NOW, and money market demand deposits                              42,251,609              45,807,285
  Other time deposits                                                         75,499,253              74,340,467
                                                                            ------------            ------------
                       Total deposits                                        134,088,786             134,896,796
  Federal funds purchased and securities sold under
    agreements to repurchase                                                   2,760,108               2,687,714
  Advances from Federal Home Loan Bank                                        21,550,681              17,075,380
  Other short-term borrowing                                                   1,005,303                 573,751
  Accrued expenses and other liabilities                                         426,030                 427,998
  Accrued interest payable                                                       537,913                 551,465
  Accrued income taxes                                                            10,758                  42,419
  Deferred income taxes                                                              ---                     ---
                                                                            ------------            ------------

             Total Liabilities                                              $160,379,579            $156,255,523
                                                                            ------------            ------------

Commitments and contingencies

Stockholders' Equity
  Common stock, $.01 par value, 1,322,500 shares
    issued and outstanding                                                  $     13,225            $     13,225
  Additional paid-in capital                                                  12,829,294              12,829,744
  Retained earnings - substantially restricted                                10,253,044              10,062,718
  Accumulated other comprehensive income (loss)                               (1,377,781)             (1,279,524)
  Unearned ESOP shares                                                          (736,600)               (736,600)
  Unearned RRP shares                                                           (148,320)               (174,146)
  Treasury stock, at cost                                                     (1,877,223)             (1,716,771)
                                                                            ------------            ------------

             Total Stockholders' Equity                                     $ 18,955,639            $ 18,998,646
                                                                            ------------            ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $179,335,218            $175,254,169
------------------------------------------                                  ============            ============
</TABLE>


     See  accompanying  Accountant's  Review  Report and notyes to  consilidated
financial statements.

                                       3
<PAGE>

                            CLASSIC BANCSHARES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
<TABLE>
                                                                                     THREE MONTHS ENDED
                                                                                          JUNE 30,
                                                                                  2000               1999
<S>                                                                             <C>               <C>
INTEREST INCOME
---------------
 Loans                                                                         $2,851,214        $2,228,910
 Investment securities                                                            397,667           396,903
 Mortgage-backed securities                                                        57,915            59,341
 Other interest earning assets                                                      3,466            13,480
                                                                               ----------        ----------
   Total Interest Income                                                        3,310,262         2,698,634
                                                                               ----------        ----------

INTEREST EXPENSE
----------------
 Interest on deposits                                                           1,337,093         1,221,429
 Interest on FHLB advances                                                        307,444            32,355
 Interest on other borrowed funds                                                  55,059            42,021
                                                                               ----------        ----------
   Total Interest Expense                                                       1,699,596         1,295,805
                                                                               ----------        ----------

   Net Interest Income                                                          1,610,666         1,402,829

Provision for loss on loans                                                        68,500            35,000
                                                                               ----------        ----------

   Net interest income after provision for loss on loans:                       1,542,166         1,367,829
                                                                               ----------        ----------



NON-INTEREST INCOME
-------------------
 Service charges and other fees                                                   217,088           148,885
 Gain on sale of securities                                                           ---               ---
 Other income                                                                      38,093            41,921
                                                                               ----------        ----------
   Total Non-Interest Income                                                      255,181           190,806
                                                                               ----------        ----------

NON-INTEREST EXPENSES
---------------------
 Employee compensation and benefits                                               660,886           557,850
 Occupancy and equipment expense                                                  192,583           172,169
 Federal deposit insurance premiums                                                 7,082             9,714
 Loss on foreclosed real estate                                                     3,131               276
 Amortization of goodwill                                                          63,472            45,567
 Other general and administrative expense                                         498,054           453,612
                                                                               ----------        ----------
   Total Non-Interest Expense                                                   1,425,208         1,239,188
                                                                               ----------        ----------

INCOME (LOSS) BEFORE INCOME TAXES                                                 372,139           319,447
---------------------------------
   Income tax expense (benefit)                                                    89,517            67,922
                                                                               ----------        ----------
NET INCOME                                                                     $  282,622        $  251,525
----------                                                                     ==========        ==========
Basic earnings per share                                                       $     0.26        $     0.22
                                                                               ==========        ==========
Diluted earnings per share                                                     $     0.26        $     0.21
                                                                               ==========        ==========

</TABLE>

     See  accompanying  Accountant's  Review  Report and notyes to  consilidated
financial statements.

                                       4

<PAGE>

                            CLASSIC BANCSHARES, INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (UNAUDITED)
<TABLE>

                                                                       THREE MONTHS ENDED
                                                                             JUNE 30,
                                                                     2000             1999
<S>                                                              <C>            <C>

Net Income                                                       $   282,622    $    251,525
                                                                 ----------     ------------
  Other comprehensive income, net of tax:
   Unrealized holding gains (losses) on securities
   during the period, net of tax                                     (98,257)       (587,983)

   Minimum pension liability adjustment                                  ---            ---
                                                                 -----------    ------------
  Other comprehensive income                                         (98,257)       (587,983)
                                                                 -----------    ------------
Comprehensive Income (Loss)                                      $   184,365    $   (336,458)
                                                                 ===========    ============
ccumulated Other Comprehensive Income (Loss)                     $(1,377,781)   $   (504,006)
                                                                 ===========    ============

</TABLE>
     See  accompanying  Accountant's  Review  Report  and notes to  consolidated
financial statements.



                                       5
<PAGE>

                            CLASSIC BANCSHARES, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>


                                                                         NET UNREALIZED
                                                                         GAIN (LOSS) ON
                                                ADDITIONAL               AVAILABE FOR
                                     COMMON   PAID-IN      RETAINED       SALE      UNEARNED     UNEARNED   TREASURY
                                     STOCK    CAPITAL      EARNINGS    SECURITIES   ESOP SHARES  RRP SHARES STOCK       TOTAL
                                     -----    -------      --------    ----------   -----------  ---------- -----       -----
<S>                                  <C>      <C>          <C>         <C>           <C>         <C>         <C>        <C>
Balances at April 1, 1999            $13,225  $12,806,544  $9,362,668  $   83,977   $(785,150)   $(294,332) $(897,952) $20,288,980

  Net income for the year
   ended March 31, 2000                  ---          ---   1,069,682         ---         ---          ---        ---   1,069,682
  Dividend paid ($.32 per share)         ---          ---    (369,632)        ---         ---          ---        ---    (369,632)
  ESOP shares earned                     ---       14,468         ---         ---      48,550          ---        ---      63,018
  RRP shares earned                      ---          ---         ---         ---         ---      116,255        ---     116,255
  RRPshares granted                      ---          365         ---         ---         ---       (2,725)     2,360         ---
  RRPshares forfeited                    ---         (264)        ---         ---         ---        6,656     (6,392)        ---
  Tax benefit from RRP                   ---        8,631         ---         ---         ---          ---        ---       8,631
  Purchased 66,106 treasury shares       ---          ---         ---         ---         ---          ---  $(814,787)   (814,787)
  Change in unrealized gain              ---          ---         ---         ---         ---          ---        ---         ---
   (loss) on available for sale
   securities, net of applicable
   deferred income taxes of $702,410     ---          ---         ---  (1,363,501)        ---          ---        ---  (1,363,501)
                                     -------  -----------  ---------- -----------   ---------    ---------  ---------  ----------
Balances at March 31, 2000            13,225   12,829,744  10,062,718  (1,279,524)   (736,600)    (174,146)(1,716,771) 18,998,646

  Net income for the three months
   ended June 30, 2000                   ---          ---     282,622         ---         ---          ---        ---     282,622
  Dividend paid                          ---          ---     (92,296)        ---         ---          ---        ---     (92,296)
  RRP shares earned                      ---          ---         ---         ---         ---       28,900        ---      28,900
  RRP shares awarded                     ---         (450)        ---         ---         ---       (3,074)     3,524         ---
  Purchased 15,900 treasury shares       ---          ---         ---         ---         ---          ---   (163,976)   (163,976)
  Change in unrealized gain
    (loss) on available for sale
    securities, net of applicable
    deferred income taxes of $50,617     ---          ---         ---     (98,257)        ---          ---         ---      (98,257)
                                     -------  -----------  ---------- -----------   ---------    ---------  ----------  ----------
Balances at June 30, 2000            $13,225  $12,829,294 $10,253,044 $(1,377,781)  $(736,600)   $(148,320) $(1,877,223)$18,955,639
                                     =======  ===========  ========== ===========   =========    =========  =========== ===========

</TABLE>

     See  accompanying  Accountant's  Review  Report  and notes to  consolidated
financial statements.


                                       6
<PAGE>

                            CLASSIC BANCSHARES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
                                                                                      THREE MONTHS ENDED
                                                                                            JUNE 30,
                                                                                2000                   1999
                                                                                ----                   ----
<S>                                                                             <C>                  <C>
OPERATING ACTIVITIES
 Net Income                                                                  $     282,622          $   251,525
 Adjustments to reconcile net income to net cash
  provided by operating activities:
   Depreciation and amortization                                                   118,178              125,299
   Provision for loss on loans                                                      68,500               35,000
   Federal Home Loan Bank stock dividends                                          (22,100)             (18,700)
   Deferred income tax expense (benefit)                                            (1,913)              41,217
   Amortization and accretion of invesment
    securities premiums and discounts, net                                           6,584               23,101
   RRP shares earned                                                                28,900               29,840
  Amortization of goodwill                                                          63,472               45,567
 Decrease (increase) in:
  Accrued interest receivable                                                     (119,511)            (187,728)
  Other assets                                                                     327,787               53,399
 Increase (decrease) in:
 Accrued interest payable                                                          (13,552)              94,056
  Accrued income taxes                                                             (31,661)             (45,134)
  Accounts payable and accrued expenses                                             (1,968)             (37,030)
                                                                             -------------          -----------
           Net cash provided by operating activities                               705,338              410,412
                                                                             -------------          -----------

INVESTING ACTIVITIES
 Securities:
  Proceeds from sale, maturities or calls                                              ---                  ---
  Purchased                                                                            ---                  ---
 Mortgage-backed securities:
  Proceeds from sale                                                                   ---                  ---
  Purchased                                                                            ---                  ---
  Principal payments                                                                61,473              379,008
 Redemption of Federal Reserve Bank Stock                                           74,150               45,000
 Purchase of Federal Home Loan Bank Stock                                          (92,600)                 ---
 Loan originations and principal payments, net                                  (4,697,064)          (9,479,427)
 Purchases of software                                                              (3,498)              (4,018)
 Purchases of premises and equipment                                               (82,714)            (153,325)
 Cash invested in purchase of Bank subsidiary in excess of cash and
  cash equivalents acquired                                                            ---           (1,497,572)
                                                                             -------------          -----------
           Net cash used by investing activities                                (4,740,253)         (10,710,334)
                                                                             -------------          -----------

</TABLE>


                         See accompanying  Accountant's  Review Report and notes
to consolidated financial statements.

                                       7

<PAGE>

                            CLASSIC BANCSHARES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
                                                                                       THREE MONTHS ENDED
                                                                                             JUNE 30,
                                                                                  2000                 1999
                                                                                  ----                 ----
<S>                                                                             <C>                    <C>
FINANCING ACTIVITIES
--------------------
 Net (decrease) increase in deposits                                         $  (808,010)             $ 9,534,437
 Net proceeds from FHLB borrowings                                             4,475,301                1,215,781
 Increase (decrease) in federal funds purchased and securities sold
  under agreements to repurchase                                                  72,394                 (113,601)
 Net increase in short-term borrowings                                           431,552                  671,226
 Purchase of treasury stock                                                     (163,976)                (375,413)
 Dividends paid                                                                  (92,296)                 (92,767)
                                                                             -----------              -----------
   Net cash (used) provided by financing activities                            3,914,965               10,839,663
                                                                             -----------              -----------

Increase (decrease) in cash and cash equivalents                                (119,950)                 539,741
Cash and cash equivalent at beginning of period                                5,253,521                4,486,156
                                                                             -----------              -----------
Cash and cash equivalents at end of period                                   $ 5,133,571              $ 5,025,897
                                                                             ===========              ===========

Additional cash  flows  and  supplementary  information
   Cash paidduring the period for:
    Interest on deposits and borrowings                                      $   550,759              $   313,964
    Taxes                                                                    $   123,091              $    42,931
   Assets acquired in settlement of loans                                    $       ---              $    25,000
   Net unrealized loss on securities available for sale                      $(1,377,781)             $  (587,983)
   Liabilities assumed and cash paid in acquisition of
    Citizens Bank                                                            $       ---              $17,017,497
   Fair value of assets received                                             $       ---              $13,749,846
   Amount assigned to goodwill                                               $       ---              $ 3,267,651

</TABLE>


     See  accompanying  Accountant's  Review  Report  and notes to  consolidated
financial statements.

                                       8
<PAGE>


                            CLASSIC BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  Principles of Consolidation
     ---------------------------

     The financial  statements  for 2000 are  presented for Classic  Bancshares,
Inc. (the "Company") and its  wholly-owned  subsidiaries,  Classic Bank, and The
First National Bank of Paintsville ("First National").  The consolidated balance
sheets for June 30, 2000 and March 31, 2000 is for the  Company,  Classic  Bank,
and First National.  The acquisition of Citizens Bank, Grayson  ("Citizens") was
completed  on May 14,  1999 at which  time  Citizens  was  merged  with and into
Classic Bank with Classic Bank as the surviving institution. The acquisition was
accounted  for  under  the  purchase  method  of  accounting.  The  consolidated
statements of income  include the  operations  of the Company,  Classic Bank and
First  National for the three months ended June 30, 2000 and 1999.  The earnings
of Citizens  Bank are included in the  consolidated  statement of income for the
three months ending June 30, 1999 from the date of closing.

(2)  Basis of Presentation
     ---------------------

     The accompanying  Consolidated  Financial  Statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Regulation  S-B.
Accordingly,  they do not include all the information and footnotes  required by
generally accepted accounting principles for complete financial statements.

     In the opinion of management, the Consolidated Financial Statements contain
all adjustments  (consisting only of normal recurring  adjustments) necessary to
present fairly the financial  condition of Classic  Bancshares,  Inc. as of June
30,  2000,  and the results of  operations  for all interim  periods  presented.
Operating  results for the three months ended June 30, 2000 are not  necessarily
indicative  of the results  that may be expected for the fiscal year ended March
31, 2001.

     Certain financial information and footnote disclosures normally included in
annual  financial  statements  prepared in conformity  with  generally  accepted
accounting principles have been omitted pursuant to the rules and regulations of
the  Securities  and Exchange  Commission.  The unaudited  interim  consolidated
financial  statements  presented  herein should be read in conjunction  with the
annual consolidated financial statements of the Company as of and for the fiscal
year ended March 31, 2000.

(3)  Earnings per Share
     ------------------

     Effective  December 31, 1997,  the Company  began  presenting  earnings per
share pursuant to the provisions of SFAS No. 128, "Earnings Per Share."

     Basic  earnings  per share are  calculated  based on the  weighted  average
number of common shares outstanding during the respective periods.

     Diluted  earnings per share is computed  taking into  consideration  common
shares  outstanding and dilutive  potential common shares to be issued under the
Company's stock option plan and recognition and retention plan.

     The weighted  average number of shares used in the basic earnings per share
computations was 1,088,744 and 1,127,579 for the three-month  periods ended June
30, 2000 and 1999,  respectively.  The weighted average number of shares used in
the diluted earnings per share  computations was 1,096,746 and 1,165,710 for the
three-month periods ended June 30, 2000 and 1999, respectively.

                                       9

<PAGE>
     Options  to  purchase  168,452  and  5,000  shares  of  common  stock  were
outstanding  at June 30, 2000 and 1999,  respectively,  but were not included in
the computation of diluted earnings per share due to their anti-dilutive effect.

(4)  Employee Stock Ownership Plan (ESOP)
     ------------------------------------

     In conjunction with the Bank's conversion on December 28, 1995, the Company
established an Employee Stock  Ownership Plan (ESOP) which covers  substantially
all  employees.  The ESOP borrowed  $1,058,000  from the Company,  and purchased
105,800 common  shares,  equal to 8% of the total number of shares issued in the
conversion.   The  Company's  subsidiary  banks  make  scheduled   discretionary
contributions  to the ESOP sufficient to service the debt.  Shares are allocated
to participants'  accounts under the shares allocated method. The cost of shares
committed  to be released and  unallocated  shares is reported as a reduction of
stockholders' equity. Compensation expense is recorded based on the average fair
market value of the ESOP shares when committed to be released. Furthermore, ESOP
shares  that  have  not  been  committed  to  be  released  are  not  considered
outstanding.  The  expense  under the ESOP was $12,881 and $17,923 for the three
months  ended June 30, 2000 and 1999,  respectively.  As of June 30,  2000,  the
Company  considered  73,660  shares as unearned ESOP shares with a fair value of
$745,808.

     On  September  14, 1998,  the Board of  Directors of the Company  adopted a
resolution to refinance the ESOP loan by extending its term to twenty-five years
effective for the plan year beginning April 1, 1998.

(5)  Stock Option and Incentive Plan and Recognition and Retention Plan
     ------------------------------------------------------------------

         On July 29, 1996, the shareholders of the Company ratified the adoption
of the Company's  1996 Stock Option and Incentive Plan and the  Recognition  and
Retention Plan ("RRP"). Pursuant to the Stock Option Plan, 132,250 shares of the
Company's  common  stock are  reserved  for  issuance,  of which the Company has
granted  options  on 106,774  shares at  $10.8125  per share,  options on 19,300
shares at $13.375  per  share,  options  on 4,500  shares at $13.875  per share,
options on 1,026 shares at $13.75 per share and options on 200 shares at $13.625
per share.  Pursuant to the Recognition and Retention Plan, 52,900 shares of the
Company's  common  stock are  reserved  for  issuance,  of which the Company has
granted awards on 52,656 shares. During the quarter, 450 stock option shares and
244 RRP shares remain  ungranted.  Ungranted RRP shares are included in treasury
stock at cost.

     On July 27, 1998, the  shareholders of the Company ratified the adoption of
the  Company's  1998 Premium  Price Stock  Option Plan.  Pursuant to the Premium
Price Stock Option Plan, 50,000 shares of the Company's common stock is reserved
for issuance of which the Company has granted options on 5,000 shares at $16.295
per share,  options on 6,300 shares at $14.988 per share,  and options on 24,900
shares at $11.275 per share.

(6)  Cash Dividend
     -------------

     On July 25,  2000,  the Board  declared a cash  dividend  of $.08 per share
payable on August 22, 2000 to shareholders of record on August 8, 2000.

                                       10

<PAGE>
(7)  Charter Conversion
     ------------------

     Effective June 30, 2000, Classic Bank converted from a federal savings bank
to a  Kentucky-chartered  commercial bank. During the quarter,  the Company also
filed with the Federal Reserve Bank of Cleveland for its election as a financial
holding  company.  The election was deemed  effective by the Federal  Reserve on
June 2, 2000.


                                       11

<PAGE>

                                 PART I - ITEM 2

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Financial Condition
-------------------

     The Company's  total assets  increased $4.0 million,  or 2.3%,  from $175.3
million at March 31, 2000 to $179.3  million at June 30, 2000.  The increase was
due primarily to an increase in loans of $4.7 million.

     Net loans  receivable  increased  $4.7 million from $127.8 million at March
31,  2000  to  $132.5  million  at June  30,  2000.  The  increase  resulted  in
originations  of $6.6  million in  commercial  business  loans,  $3.5 million in
one-to-four  family  mortgage  loans,  $3.7  million in consumer  loans and $1.0
million in commercial  real estate loans  partially  offset by repayments  since
March 31, 2000.

     Net deposits decreased  approximately $800,000 from $134.9 million at March
31,  2000 to $134.1  million  at June 30,  2000.  The  decrease  was due to less
aggressive deposit pricing and the availability of attractively priced borrowing
facilities in order to control the Company's cost of funds. Non-interest bearing
demand  deposits  increased $1.6 million,  savings,  NOW and money market demand
deposits decreased $3.6 million, and other time deposits consisting primarily of
certificates of deposit increased $1.2 million.

     Federal Home Loan Bank advances  increased  $4.5 million from $17.1 million
at  March  31,  2000 to  $21.6  million  at June 30,  2000 as the  Company  took
advantage of attractive  borrowing rates. The advances are short-term,  variable
rate  advances  with an average term of 90 days.  Net proceeds from the advances
were used to fund the increase in loans.

     Total stockholders' equity was $19.0 million at March 31, 2000 and June 30,
2000.

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

     When used in this Form 10-QSB and in future filings by the Company with the
Securities and Exchange  Commission (the "SEC"), in the Company's press releases
or other public or shareholder communications,  and in oral statements made with
the approval of an  authorized  executive  officer,  the words or phrases  "will
likely  result",   "are  expected  to",  "will  continue",   "is   anticipated",
"estimate",   "project"  or  similar   expressions   are  intended  to  identify
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995. Such statements are subject to certain risks and
uncertainties,  including changes in economic conditions in the Company's market
area,  changes in  policies by  regulatory  agencies,  fluctuations  in interest
rates, demand for loans in the Company's market area and competition, that could
cause actual results to differ  materially  from  historical  earnings and those
presently anticipated or projected. The Company wishes to caution readers not to
place undue reliance on any such forward-looking statements, which speak only as
of the date made.  The Company  wishes to advise readers that the factors listed
above  could  affect the  Company's  financial  performance  and could cause the
Company's  actual  results  for  future  periods to differ  materially  from any
opinions or statements  expressed  with respect to future periods in any current
statements.

                                       12

<PAGE>

     The Company does not undertake - and specifically declines any obligation -
to  publicly  release  the  result  of any  revisions  which  may be made to any
forward-looking  statements to reflect events or circumstances after the date of
such  statements or to reflect the occurrence of  anticipated  or  unanticipated
events.

RESULTS OF  OPERATIONS  -  COMPARISON  OF  OPERATING  RESULTS FOR THE THREE
---------------------------------------------------------------------------
MONTHS ENDED JUNE 30, 2000 AND 1999
-----------------------------------

     General.  The Company's  results of operations  depend  primarily  upon the
level of net  interest  income,  which is the  difference  between the  interest
income earned on its interest-earning assets such as loans and investments,  and
the costs of the Company's interest-bearing liabilities,  primarily deposits and
borrowings.  Results  of  operations  are also  dependent  upon the level of the
Company's  non-interest  income,  including fee income and service charges,  and
affected by the level of its  non-interest  expenses,  including its general and
administrative  expenses.  Net  interest  income  depends  upon  the  volume  of
interest-earning assets and interest-bearing  liabilities and the interest rates
earned or paid on them, respectively.

     The Company  reported  net income of $283,000 for the first  quarter  ended
June 30, 2000  compared to net income of $252,000 for the quarter ended June 30,
1999.  The increase in income of $31,000  between the two periods was  primarily
the result of an increase in net  interest  income of  $208,000,  an increase in
non-interest  income of $64,000 partially offset by an increase in provision for
loss on loans of $33,000, an increase in non-interest  expenses of $168,000,  an
increase in goodwill  amortization of $18,000 and an increase in income taxes of
$22,000.

     Interest  Income.  Total interest income  increased  $612,000 for the three
months  ended June 30, 2000 as compared to the three months ended June 30, 1999.
The increase in interest  income for the three-month  period resulted  primarily
from an  increase  in the average  balance of  interest-earning  assets of $26.3
million  from $136.3  million for the three months ended June 30, 1999 to $162.6
million for the three months  ended June 30,  2000.  The increase in the average
balance of  interest-earning  assets was due  primarily  to the  increase in the
average  balance  of  loans  and the  average  balance  of  mortgage-backed  and
investment  securities.  The  increase  in these  balances  is the result of the
significant  growth that the Company  experienced from June 30, 1999 to June 30,
2000  within the  Company's  existing  market area and from the  acquisition  of
Citizens  Bank.  The average yield on  interest-earning  assets was 8.4% for the
three  months  ended June 30, 2000  compared to 8.2% for the three  months ended
June  30,  1999.   The   increase  in  the  yield  was  due  to  the   continued
diversification of the loan portfolio in higher yielding commercial and consumer
lending  as  well  as  increases  in  general  interest  rates.  Tax  equivalent
adjustments were made to the yield.

     Interest Expense.  Interest expense increased $404,000 for the three months
ended June 30, 2000 as compared  to the same  period in 1999.  Interest  expense
increased for the periods primarily due to an increase in the average balance of
interest-bearing  liabilities  and an increase  in the cost of  interest-bearing
liabilities.  The average balance of interest-bearing liabilities increased from
$123.3  million for the three months  ended June 30, 1999 to $142.7  million for
the three  months ended June 30,  2000.  The  increase in these  balances is the
result of a slight increase in the average balance of deposits and a significant
increase in FHLB and other borrowings. The average rate paid on interest-bearing
liabilities  was 4.8% for the three months ended June 30, 2000  compared to 4.3%
for the three months ended June 30, 1999.  The increase in the average rate paid
on  interest-bearing  liabilities  for  the  three-month  period  is  due  to  a
significant increase in market interest rates since June 30, 1999.

                                       13

<PAGE>

     Provision for Loan Losses. The Company's  provision for loan losses totaled
$68,000 for the three  months  ended June 30,  2000  compared to $35,000 for the
three months ended June 30, 1999 based on management's overall assessment of the
loan  portfolio.   The  increase  for  the  three  month  period  was  based  on
management's  evaluation of the Company's  current  portfolio  including factors
such as an increase in net charge-offs and  non-performing  loans and the change
in  the   structure  of  the  loan   portfolio   resulting  in  an  increase  in
non-residential  loans.  Management continually monitors the Company's allowance
for loan losses and makes adjustments as economic conditions,  portfolio quality
and portfolio  diversity  dictate.  Although the Company maintains its allowance
for loan losses at a level which the Board  considers  to be adequate to provide
for  potential  losses,  there can be no assurance  that future  losses will not
exceed estimated amounts or that additional  provisions for loan losses will not
be required for future periods.

     Non-interest Income.  Non-interest income increased  approximately  $64,000
for the three  months  ended June 30, 2000  compared to the same period in 1999.
The increase for the  three-month  period is primarily the result of an increase
in service charges and other fees on deposits of $68,000 offset by a decrease in
other  income of  $4,000.  The  increase  in service  charges  and other fees on
deposits is the result of an increased deposit base.

     Non-interest Expense. Non-interest expense increased $168,000 for the three
months  ended June 30, 2000  compared  to the same period in 1999.  Non-interest
expenses  increased  for the  three-month  period due to an increase in employee
compensation  and  benefits of  $103,000.  Employee  compensation  and  benefits
increased  as a result of an  increase  in the net number of  employees  due the
hiring of additional employees in order to facilitate the growth of the Company.
Compensation  and benefit  expenses  also  increased  due to the rising costs of
medical insurance  premiums.  Effective April 1, 2000, the Company implemented a
Section 125 Cafeteria Plan in order to try to control  rising medical  insurance
premiums in future years.

     Occupancy and  equipment  expense  increased  $20,000 due to an increase in
maintenance costs related to existing  facilities and an increase in maintenance
costs related to equipment.  ATM expense  increased $5,000 due to an increase in
the usage of the  various  ATM  locations.  Marketing  and  advertising  expense
increased  $11,000  due to  aggressive  marketing  efforts in order to  continue
internal  growth  for the  Company.  Professional  fees  increased  $13,000  due
primarily  to the  outsourcing  of the loan  review  function  for the  Company.
Technology  related costs increased  $16,000 due to the continued  building of a
technological infrastructure that will serve the Company well into the future.

     Goodwill amortization  increased $18,000 due to amortization being recorded
on the  Citizens  acquisition  for only part of the quarter  ended June 30, 1999
compared to the entire quarter for the quarter ended June 30, 2000.

     Income Tax  Expense.  Income tax  expense  increased  $22,000 for the three
months ended June 30, 2000  primarily due to an increase in income before income
taxes for the period.

     Non-Performing Assets and Allowance for Loan Losses. The allowance for loan
losses is  calculated  based upon an  evaluation  and  assessment  of  pertinent
factors  underlying the types and qualities of the Company's  loans.  Management
considers such factors as the payment  status of a loan, the borrower's  ability

                                       14

<PAGE>

to repay  the loan,  the  estimated  fair  value of the  underlying  collateral,
anticipated economic conditions that may affect the borrower's repayment ability
and the  Company's  historical  charge-offs.  The  Company's  allowance for loan
losses as of June 30, 2000 was $1.3  million or 1.0% of total  loans.  The March
31, 2000 allowance for loan loss was $1.3 million,  or 1.0% of total loans.  The
Company  recorded a provision  for loan  losses of $68,000  for the  three-month
period  and had net  charge-offs  of $22,000  for the  three-month  period.  The
allowance for loan losses at June 30, 2000 was allocated as follows: $232,000 to
one-to-four  family  real estate  loans,  $100,000 to  commercial  real  estate,
$430,000 to commercial  business  loans,  $97,000 to consumer loans and $477,000
remained unallocated.

     The ratio of  non-performing  assets to total  assets is one  indicator  of
other exposure to credit risk.  Non-performing  assets of the Company consist of
non-accruing  loans,  accruing loans  delinquent 90 days or more, and foreclosed
assets,  which have been acquired as a result of foreclosure or  deed-in-lieu of
foreclosure.  For  all  periods  presented  the  Company  had no  troubled  debt
restructurings.  The  following  table sets  forth the amount of  non-performing
assets at the periods indicated.

<TABLE>

                                                           June 30, 2000           March 31, 2000
                                                           -------------           --------------
                                                                  (Dollars in Thousands)
<S>                                                         <C>                        <C>
Non-Accruing Loans ............................             $  570                     $  620
Accruing Loans Delinquent 90 Days or More......                163                        153
Foreclosed Assets .............................                282                        296
                                                               ---                        ---
Total Non-Performing Assets ...................             $1,015                     $1,069
Total Non-Performing Assets as a
         Percentage of Total Assets ...........                 .6%                        .6%

</TABLE>

     Total  non-performing  assets decreased $54,000 from March 31, 2000 to June
30,  2000.  This  decrease  is due  aggressive  collection  efforts.  Management
continually  pursues collection of these loans in order to decrease the level of
non-performing loans.

     Other Assets of Concern.  Other than the non-performing assets set forth in
the table above, as of June 30, 2000,  there were no loans with respect to which
known  information  about the possible  credit  problems of the borrowers or the
cash flows of the security properties have caused management to have concerns as
to the ability of the borrowers to comply with present loan repayment  terms and
which may result in the  future  inclusion  of such items in the  non-performing
asset categories.

     Liquidity and Capital Resources.  The Company's most liquid assets are cash
and cash equivalents.  The levels of these assets are dependent on the Company's
operating,  financing, and investing activities.  At June 30, 2000 and March 31,
2000,  cash  and  cash  equivalents  totaled  $5.1  million  and  $5.3  million,
respectively.  The  Company's  primary  sources of funds  include  principal and
interest  payments on loans (both  scheduled  and  prepayments),  maturities  of
investment  securities and principal payments from  mortgage-backed  securities,
deposits and Federal Home Loan Bank of Cincinnati advances. While scheduled loan
repayments  and proceeds  from  maturing  investment  securities  and  principal
payments on mortgage-backed securities are relatively predictable, deposit flows
and early  repayments are more  influenced by interest rates,  general  economic
conditions and competition. Certificates of deposit as of June 30, 2000 maturing
within one year totaled $58.4 million.

                                       15

<PAGE>


     Liquidity  management  is both a short-  and  long-term  responsibility  of
management.  The Company  adjusts its  investments  in liquid  assets based upon
management's  assessment  of  expected  loan  demand,   projected  purchases  of
investment  and  mortgage-backed  securities,  expected  deposit  flows,  yields
available on  interest-bearing  deposits,  and liquidity of its  asset/liability
management  program.  Excess liquidity is generally invested in interest-bearing
overnight  deposits  and  other  short-term  liquid  asset  funds.  If funds are
required beyond the funds generated internally,  the subsidiaries of the Company
have the ability to borrow funds from the FHLB.  At June 30,  2000,  the Company
had $21.6 million in borrowings outstanding with the FHLB.

     At June 30,  2000,  the Company had  outstanding  commitments  to originate
loans of $9.6  million.  The Company  anticipates  that it will have  sufficient
funds available to meet its current  commitments  principally through the use of
current liquid assets and through its borrowing capacity with the FHLB.

     Classic  Bank is  subject to the  regulatory  capital  requirements  of the
Federal  Deposit  Insurance   Corporation  (the  "FDIC").  The  following  table
summarizes,  as of June 30, 2000, the capital requirements applicable to Classic
Bank and its actual capital ratios.  As of June 30, 2000,  Classic Bank exceeded
all current regulatory capital standards.
<TABLE>

                                                     Regulatory                   Actual Capital
                                                 Capital Requirement                (CB Only)
                                                 -------------------                 --------
                                               Amount         Percent            Amount  Percent
                                               ------         -------            ------  -------
                                                              (Dollars in Thousands)
<S>                                            <C>             <C>                 <C>      <C>
     Total Capital
      (to Risk Weighted Assets)               $5,780           8.0%              $8,452     11.7%
     Tier 1 Capital
      (to Adjusted Total Assets)               3,974           4.0                7,666      7.7

</TABLE>

     First National is subject to the regulatory capital requirements the Office
of the Comptroller of the Currency (the "OCC").  The following table summarizes,
as of June 30, 2000, the capital  requirements  applicable to First National and
its actual capital  ratios.  As of June 30, 2000,  First  National  exceeded all
current regulatory capital standards.

<TABLE>
                                                     Regulatory                   Actual Capital
                                                 Capital Requirement                (FN Only)
                                                 -------------------                 --------
                                              Amount          Percent            Amount   Percent
                                              ------          -------            ------   -------
                                                              (Dollars in Thousands)
<S>                                           <C>                <C>              <C>        <C>
     Total Capital
      (to Risk Weighted Assets)               $4,148            8.0%             $6,305     12.2%
     Tier 1 Capital
      (to Adjusted Total Assets)               2,943            4.0               5,755      7.8

</TABLE>



Impact of Inflation and Changing Prices
---------------------------------------

     The  consolidated  financial  statements and related data presented  herein
have been prepared in accordance with generally accepted  accounting  principles
which require the  measurement  of financial  position and operating  results in
terms  of  historical  dollars  without  considering  changes  in  the  relative

                                       16

<PAGE>

purchasing  power of money over time due to  inflation.  The  primary  impact of
inflation on the  operations of the Company is reflected in increased  operating
costs.  Unlike  most  industrial  companies,  virtually  all of the  assets  and
liabilities  of a financial  institution  are  monetary in nature.  As a result,
interest  rates,  generally,  have  a more  significant  impact  on a  financial
institution's performance than does inflation. Interest rates do not necessarily
move in the same  direction  or to the same  extent  as the  prices of goods and
services.





                                       17

<PAGE>


                           PART II. OTHER INFORMATION


Item 1.      Legal Proceedings

                    None.

Item 2.      Changes 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
             a.  Exhibits
                 Exhibit 27 Financial Data Schedule
                 Exhibit 28 Accountant's Review Report

             b.  Reports on Form 8-K
                 The Registrant  filed the following  current reports on
                 Form 8-K during the three months ended June 30, 2000:

                 May 31, 2000  announcing  annual  earnings  for the 2000
                 Fiscal Year .


                                       18

<PAGE>

                                   SIGNATURES


     Pursuant to the  requirement  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.


                                  CLASSIC BANCSHARES, INC.
                                  REGISTRANT





Date:  August 11, 2000            /s/ David B. Barbour
       -------------------------  ----------------------------------------------
                                  David B. Barbour, President, Chief Executive
                                  Officer and Director (Duly Authorized Officer)



Date:  August 11, 2000            /s/ Lisah M. Frazier
       ------------------------   --------------------------------- ------------
                                  Lisah M. Frazier, Senior Vice President,
                                  Treasurer and Chief Financial Officer
                                  (Principal Financial Officer)




                                       19

<PAGE>

                               INDEX TO EXHIBITS



Exhibit
Number
-------

  27                Financial Data Schedule

  28                Accountant's Reveiw Report




                                       20


<PAGE>
                                   EXHIBIT 28




                         INDEPENDENT ACCOUNTANT'S REPORT






     We have reviewed the accompanying  consolidate statement of condition as of
June 30, 2000 and the related consolidated  statements of income,  comprehensive
income and cash flows for the  three-month  period ended June 30, 2000 and 1999,
in accordance  with Statement of Standards for  Accounting  and Review  Services
issued by the American Institute of Certified Public Accountants.  The financial
statements are the responsibility of the corporation's management.

     A review of interim financial  information consists principally of applying
analytical   procedures  to  financial  data  and  making  inquires  of  persons
responsible for financial and accounting  matters.  It is substantially  less in
scope than an audit  conducted in accordance  with generally  accepted  auditing
standards, the objective of which is the expressions of an opinion regarding the
financial  statement  taken as a whole.  Accordingly,  we do not express such an
opinion.

     Based on our review,  we are not aware of any material  modifications  that
should  be  made  to the  accompanying  financial  statement  for  them to be in
conformity with generally accepted accounting principals.

     We have previously  audited, in accordance with generally accepted auditing
standards,  the  consilodated  statement of financial  condition as of March 31,
2000, and the related consolidated  statements of income,  comprehensive income,
stockholders'  equity  and cash  flow for the year  then  ended  (not  presented
herein) and in our report dated May 26, 2000, we express an unqualified  opinion
on those consolidated financial statements.  In our opinion, the information set
forth in the accompanying  consolidated  statement of financial  condition as of
March 31, 2000, is fairly stated,  in all material  reports,  in relation to the
consolidated statement of financial condition form which it has been derived.



/s/ Smith, Goolsby, Artis & Reams, P.S.C.

Ashland, Kentucky
August 9, 2000
<PAGE>


                                   EXHIBIT 27

                             FINANCIAL DATA SCHEDULE