##### Table of Contents









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 September 30, 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 0-27652



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REPUBLIC BANCSHARES, INC.

(Exact Name of Registrant As Specified In Its
Charter)


|                                        |  |                    
|--------------------------------------- |  | -------------------
|                                       
|                                       
|                                       
|                                       
|FLORIDA                                 |  | 59-3347653         
|(State or other jurisdiction of         |  | (IRS Employer      
|incorporation or organization)          |  | Identification No.)
|                                       
|                                       
|                                       
|                                       
|                                       
|111 2nd Avenue N.E., St. Petersburg, FL |  | 33701              
|(Address of Principal Office)           |  | Zip Code           

(727) 823-7300



N/A






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 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 [   ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:


Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13
 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the distribution of securities under a plan confirmed by a court.
 Yes [   ] No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

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



|                                       |                                                  
|-------------------------------------- | -------------------------------------------------
|Common stock par value $2.00 per share | 10,533,919 shares outstanding at October 22, 1999



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TABLE OF CONTENTS



|                                |                                                                                               |                                                                         |  |  |  |  |  | 
|------------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------- |  |  |  |  |  | 
|REPUBLIC BANCSHARES, INC. INDEX
|Part 1.   FINANCIAL INFORMATION
|                                | Item 1.   Financial Statements                                                               
|                                |                                                                                               | CONSOLIDATED BALANCE SHEETS -- SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
|                                |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS                                  
|                                |                                                                                               | CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY                        
|                                |                                                                                               | CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)            
|                                |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS                                  
|                                |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                             
|                                |                                                                                               | SELECTED QUARTERLY FINANCIAL AND OTHER DATA                            
|                                |                                                                                               | QUARTERLY NONPERFORMING ASSET TREND                                    
|                                |                                                                                               | QUARTERLY CREDIT LOSS EXPERIENCE                                       
|                                | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|Part II. Other Information     
|                                | Item 1. Legal Proceedings                                                                    
|                                | Item 2. Sale of the Savings Bank                                                             
|                                | Item 3. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                     



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REPUBLIC BANCSHARES, INC.

INDEX

|           |  |                                                                                                                                                                                             |    |      |    | 
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | ---- | -- | 
|           |  |                                                                                                                                                                                             |    | Page
|           |  |                                                                                                                                                                                             |    |     
|Part I.    |  | FINANCIAL INFORMATION(all financial information for prior
	 periods has been restated for the mergers with Lochaven Federal
	Savings and Loan Association and Bankers Savings Bank, F.S.B.) |    |      |    | 
|          
|          
|          
|          
|Item 1.    |  | Financial Statements                                                                                                                                                                        |    |      |    | 
|          
|          
|          
|          
|           |  | Consolidated Balance Sheets 
	  September 30, 1999 (unaudited) and
	December 31, 1998                                                                                                      |    |      | 1  | 
|          
|          
|          
|          
|           |  | Consolidated Statements of Operations 
	  Three and nine month periods ended September 30,
	 1999 and 1998
	  (all unaudited)                                                              |    |      | 2  | 
|          
|          
|          
|          
|           |  | Consolidated Statements of Stockholders Equity 
	  Year ended December 31, 1998 and Nine months
	ended September 30, 1999
	  (unaudited)                                                  |    |      | 3  | 
|          
|          
|          
|          
|           |  | Consolidated Statements of Comprehensive Income
	  Nine month periods ended September 30, 1999 and
	1998 (all unaudited)                                                                    |    |      | 4  | 
|          
|          
|          
|          
|           |  | Consolidated Statements of Cash Flows 
	  Three and nine month periods ended September 30,
	 1999 and 1998
	  (all unaudited)                                                              |    |      | 5  | 
|          
|          
|          
|          
|           |  | Notes to Consolidated Financial Statements (unaudited)                                                                                                                                      |    |      | 6  | 
|          
|          
|          
|          
|           |  | Selected Quarterly Financial and Other Data (unaudited)                                                                                                                                     |    |      | 12 | 
|          
|          
|          
|          
|Item 2.    |  | Managements Discussion and Analysis of Financial
	Condition and Results of Operations                                                                                                      |    |      | 17 | 
|          
|          
|          
|          
|Part II.   |  | OTHER INFORMATION                                                                                                                                                                           |    |      |    | 
|          
|          
|          
|          
|Item 1.    |  | Legal Proceedings                                                                                                                                                                           |    |      | 28 | 
|          
|          
|          
|          
|Item 2.    |  | Sale of the Savings Bank                                                                                                                                                                    |    |      | 28 | 
|          
|          
|          
|          
|Item 3.    |  | Exhibits and Reports on Form 8-K                                                                                                                                                            |    |      | 28 | 
|          
|          
|          
|          
|SIGNATURES |  |                                                                                                                                                                                             | 29 |     

i



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##### Table of Contents



REPUBLIC BANCSHARES, INC.












CONSOLIDATED BALANCE SHEETS  SEPTEMBER 30, 1999 AND
DECEMBER 31, 1998


($ in thousands, except share data)


|                                                                                                                                                  |                                                                                                                                                                                                          |                              |                                            |              |           |           |           |        |           |           | 
|------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------- | ------------------------------------------ | ------------ | --------- | --------- | --------- | ------ | --------- | --------- | 
|                                                                                                                                                  |                                                                                                                                                                                                          | September 30,                |                                            | December 31,
|                                                                                                                                                  |                                                                                                                                                                                                          | 1999                         |                                            | 1998        
|                                                                                                                                                  |                                                                                                                                                                                                          |                              |                                            |             
|                                                                                                                                                  |                                                                                                                                                                                                          | (unaudited)                  |                                            |             
|                                                                                                                                                 
|ASSETS                                                                                                                                           
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|Cash and due from banks                                                                                                                           |                                                                                                                                                                                                          | $                            | 62,654                                     |              |           | $         | 46,143    |       
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|Interest bearing deposits in banks                                                                                                                |                                                                                                                                                                                                          |                              | 4,908                                      |              |           |           | 3,467     |       
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|Federal funds sold                                                                                                                                |                                                                                                                                                                                                          |                              | 85,140                                     |              |           |           | 93,000    |       
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|Investment securities (all available for sale)                                                                                                    |                                                                                                                                                                                                          |                              | 40,717                                     |              |           |           | 31,003    |       
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|Mortgage-backed and mortgage-related securities:                                                                                                  |                                                                                                                                                                                                          |                              |                                            |              |           |           |           |       
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                  | Available for sale                                                                                                                                                                                       |                              |                                            | 277,039      |           |           |           | 32,713 |          
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                  | Trading                                                                                                                                                                                                  |                              |                                            | 39,883       |           |           |           | 66,067 |          
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|FHLB stock                                                                                                                                        |                                                                                                                                                                                                          |                              | 13,816                                     |              |           |           | 11,152    |       
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|Loans held for sale                                                                                                                               |                                                                                                                                                                                                          |                              |                                           |              |           |           | 184,176   |       
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|Loans, net of allowance for loan losses                                                                                                           |                                                                                                                                                                                                          |                              | 1,839,198                                  |              |           |           | 1,868,212 |       
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|Premises and equipment, net                                                                                                                       |                                                                                                                                                                                                          |                              | 54,030                                     |              |           |           | 60,274    |       
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|Other real estate acquired through foreclosure, net                                                                                               |                                                                                                                                                                                                          |                              | 5,847                                      |              |           |           | 4,951     |       
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|Accrued interest receivable                                                                                                                       |                                                                                                                                                                                                          |                              | 14,483                                     |              |           |           | 13,452    |       
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|Goodwill and premium on deposits                                                                                                                  |                                                                                                                                                                                                          |                              | 33,791                                     |              |           |           | 36,916    |       
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|Other assets                                                                                                                                      |                                                                                                                                                                                                          |                              | 45,001                                     |              |           |           | 53,591    |       
|                                                                                                                                                  |                                                                                                                                                                                                          |                              |                                            |              |           |           |           |       
|                                                                                                                                                  |                                                                                                                                                                                                          |                              | Total assets                               |              | $         | 2,516,507 |           |        | $         | 2,505,117 | 
|                                                                                                                                                  |                                                                                                                                                                                                          |                              |                                            |              |           |           |           |       
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                             
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|Liabilities:                                                                                                                                      |                                                                                                                                                                                                          |                              |                                            |              |           |           |           |       
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                  | Deposits:                                                                                                                                                                                                |                              |                                            |              |           |           |           |        |          
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                  |                                                                                                                                                                                                          | Noninterest bearing checking |                                            | $            | 122,533   |           |           | $      | 138,934   |          
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                  |                                                                                                                                                                                                          | Interest checking            |                                            |              | 184,358   |           |           |        | 189,392   |          
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                  |                                                                                                                                                                                                          | Money market                 |                                            |              | 220,734   |           |           |        | 159,868   |          
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                  |                                                                                                                                                                                                          | Savings                      |                                            |              | 336,747   |           |           |        | 366,817   |          
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                  |                                                                                                                                                                                                          | Time deposits                |                                            |              | 1,360,242 |           |           |        | 1,332,401 |          
|                                                                                                                                                  |                                                                                                                                                                                                          |                              |                                            |              |           |           |           |       
|                                                                                                                                                  |                                                                                                                                                                                                          |                              | Total deposits                             |              |           | 2,224,614 |           |        |           | 2,187,412 | 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                  | Securities sold under agreements to repurchase                                                                                                                                                           |                              |                                            | 37,701       |           |           |           | 36,640 |          
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                  | FHLB advances                                                                                                                                                                                            |                              |                                            |             |           |           |           | 25,000 |          
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                  | Holding company senior debt                                                                                                                                                                              |                              |                                            | 10,000       |           |           |           | 25,000 |          
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                  | Convertible subordinated debt                                                                                                                                                                            |                              |                                            | 14,683       |           |           |           |       |          
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                  | Term subordinated debt                                                                                                                                                                                   |                              |                                            | 2,750        |           |           |           |       |          
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                  | Holding company unsecured notes                                                                                                                                                                          |                              |                                            |             |           |           |           | 7,000  |          
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                  | Other liabilities                                                                                                                                                                                        |                              |                                            | 28,465       |           |           |           | 31,718 |          
|                                                                                                                                                  |                                                                                                                                                                                                          |                              |                                            |              |           |           |           |       
|                                                                                                                                                  |                                                                                                                                                                                                          |                              | Total liabilities                          |              | $         | 2,318,213 |           |        | $         | 2,312,770 | 
|                                                                                                                                                  |                                                                                                                                                                                                          |                              |                                            |              |           |           |           |       
|Company-obligated mandatorily redeemable preferred securities of
	subsidiary trust solely holding junior subordinated debentures of
	 the Company |                                                                                                                                                                                                          |                              | 28,750                                     |              |           |           | 28,750    |       
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|Stockholders equity:                                                                                                                             |                                                                                                                                                                                                          |                              |                                            |              |           |           |           |       
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                  | Perpetual preferred convertible stock ($20.00 par, 100,000 shares
	 authorized 75,000 shares issued and outstanding. Liquidation
	preference $6.6 million at September 30, 1999 and
	December 31, 1998.) |                              |                                            | 1,500        |           |           |           | 1,500  |          
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                  | Common stock ($2.00 par, 20,000,000 shares authorized, 10,514,479
	 and 10,323,194 shares issued and outstanding at
	September 30, 1999 and December 31, 1998,
	respectively.)                           |                              |                                            | 21,029       |           |           |           | 20,646 |          
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|Capital surplus                                                                                                                                   |                                                                                                                                                                                                          |                              | 128,027                                    |              |           |           | 125,364   |       
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|Retained earnings                                                                                                                                 |                                                                                                                                                                                                          |                              | 24,810                                     |              |           |           | 16,103    |       
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|Net unrealized (loss) on available for sale securities, net
	of tax effect                                                                        |                                                                                                                                                                                                          |                              | (5,822                                     | )            |           |           | (16       | )     
|                                                                                                                                                  |                                                                                                                                                                                                          |                              |                                            |              |           |           |           |       
|                                                                                                                                                  |                                                                                                                                                                                                          |                              | Total stockholders equity                 |              |           | 169,544   |           |        |           | 163,597   | 
|                                                                                                                                                  |                                                                                                                                                                                                          |                              |                                            |              |           |           |           |       
|                                                                                                                                                  |                                                                                                                                                                                                          |                              | Total liabilities and stockholders equity |              | $         | 2,516,507 |           |        | $         | 2,505,117 | 
|                                                                                                                                                  |                                                                                                                                                                                                          |                              |                                            |              |           |           |           |       

The accompanying notes are an integral part of these consolidated
 statements.

1



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##### Table of Contents



REPUBLIC BANCSHARES, INC.






CONSOLIDATED STATEMENTS OF OPERATIONS


($ in thousands, except share data)


|                                                               |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |           |         | 
|-------------------------------------------------------------- | ------------------------------------------------------------------------- | -------------------------- | ------ | ------------------- | ------ | ----------- | ------ | ---------- | ------ |  | ------ | ---------- | ------- |  | ------ | --------- | ------- | 
|                                                               |                                                                           |                            |        |                    
|                                                               |                                                                           | For the Three Months       |        | For the Nine Months
|                                                               |                                                                           | Ended Sept. 30,            |        | Ended Sept. 30,    
|                                                               |                                                                           |                            |        |                    
|                                                               |                                                                           | 1999                       |        | 1998                |        | 1999        |        | 1998      
|                                                               |                                                                           |                            |        |                     |        |             |        |           
|                                                               |                                                                           |                            |        |                     |        | (unaudited)
|                                                               |                                                                           | (unaudited)                |        |                     |        |            
|                                                              
|                                                              
|                                                              
|                                                              
|INTEREST INCOME:                                               |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |          
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest and fees on loans                                                |                            | $      | 41,089              |        |             | $      | 46,627     |        |  | $      | 125,122    |         |  | $      | 118,064   |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on investment securities                                         |                            |        | 498                 |        |             |        | 644        |        |  |        | 1,524      |         |  |        | 1,828     |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on mortgage-backed securities                                    |                            |        | 4,232               |        |             |        | 229        |        |  |        | 8,151      |         |  |        | 1,215     |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on trading securities                                            |                            |        | 293                 |        |             |        | 1,254      |        |  |        | 1,932      |         |  |        | 2,270     |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on federal funds sold                                            |                            |        | 1,645               |        |             |        | 1,793      |        |  |        | 4,009      |         |  |        | 2,990     |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on other investments                                             |                            |        | 401                 |        |             |        | 230        |        |  |        | 1,064      |         |  |        | 692       |        
|                                                               |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |          
|                                                               |                                                                           | Total interest income      |        |                     | 48,158 |             |        |            | 50,777 |  |        |            | 141,802 |  |        |           | 127,059 | 
|                                                              
|                                                              
|                                                              
|                                                              
|INTEREST EXPENSE:                                              |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |          
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on deposits                                                      |                            |        | 23,766              |        |             |        | 22,618     |        |  |        | 70,039     |         |  |        | 56,835    |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on FHLB advances                                                 |                            |        |                    |        |             |        | 1,260      |        |  |        | 157        |         |  |        | 6,084     |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on senior debt                                                   |                            |        | 434                 |        |             |        | 26         |        |  |        | 1,267      |         |  |        | 26        |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on subordinated debt                                             |                            |        | 26                  |        |             |        |           |        |  |        | 26         |         |  |        |          |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on term subordinated debt                                        |                            |        | 6                   |        |             |        |           |        |  |        | 6          |         |  |        |          |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on unsecured notes                                               |                            |        | 128                 |        |             |        |           |        |  |        | 396        |         |  |        |          |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on other borrowings                                              |                            |        | 435                 |        |             |        | 541        |        |  |        | 1,362      |         |  |        | 1,360     |        
|                                                               |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |          
|                                                               |                                                                           | Total interest expense     |        |                     | 24,795 |             |        |            | 24,445 |  |        |            | 73,253  |  |        |           | 64,305  | 
|                                                               |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |          
|Net interest income                                            |                                                                           |                            | 23,363 |                     |        |             | 26,332 |            |        |  | 68,549 |            |         |  | 62,754 |          
|                                                              
|                                                              
|                                                              
|                                                              
|PROVISIONS FOR LOAN LOSSES                                     |                                                                           |                            | 3,871  |                     |        |             | 4,340  |            |        |  | 6,803  |            |         |  | 5,956  |          
|                                                               |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |          
|Net interest income after provision for loan losses            |                                                                           |                            | 19,492 |                     |        |             | 21,992 |            |        |  | 61,746 |            |         |  | 56,798 |          
|                                                               |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |          
|NONINTEREST INCOME:                                            |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |          
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Service charges on deposit accounts                                       |                            |        | 1,393               |        |             |        | 1,258      |        |  |        | 3,688      |         |  |        | 3,107     |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Loan service fees                                                         |                            |        | 1,412               |        |             |        | 520        |        |  |        | 5,014      |         |  |        | 1,179     |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Other loan fee income                                                     |                            |        | 1,235               |        |             |        | 652        |        |  |        | 3,188      |         |  |        | 1,959     |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Gain on sale of loans, net                                                |                            |        | 316                 |        |             |        | 1,161      |        |  |        | 3,574      |         |  |        | 3,126     |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Income from mortgage banking activities                                   |                            |        |                    |        |             |        | 21,100     |        |  |        |           |         |  |        | 39,513    |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Gain (loss) on securities, net                                            |                            |        |                    |        |             |        | (229       | )      |  |        | (245       | )       |  |        | 514       |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Other operating income                                                    |                            |        | 3,265               |        |             |        | 1,303      |        |  |        | 5,565      |         |  |        | 3,335     |        
|                                                               |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |          
|                                                               |                                                                           | Total noninterest income   |        |                     | 7,621  |             |        |            | 25,765 |  |        |            | 20,784  |  |        |           | 52,733  | 
|                                                              
|                                                              
|                                                              
|                                                              
|NONINTEREST EXPENSES:                                          |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |          
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | General & administrative (G&A) expenses                                 |                            |        | 20,615              |        |             |        | 34,615     |        |  |        | 63,648     |         |  |        | 91,803    |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Merger expenses                                                           |                            |        |                    |        |             |        | 375        |        |  |        |           |         |  |        | 798       |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Provision for losses on ORE                                               |                            |        |                    |        |             |        | 120        |        |  |        |           |         |  |        | 160       |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Other ORE (income) expense, net                                           |                            |        | 76                  |        |             |        | (40        | )      |  |        | (412       | )       |  |        | (48       | )      
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Amortization of goodwill & premium on deposits                            |                            |        | 967                 |        |             |        | 767        |        |  |        | 2,945      |         |  |        | 1,086     |        
|                                                               |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |          
|                                                               |                                                                           | Total noninterest expenses |        |                     | 21,658 |             |        |            | 35,837 |  |        |            | 66,181  |  |        |           | 93,799  | 
|                                                              
|                                                              
|                                                              
|                                                              
|Income (loss) before income taxes & minority interest          |                                                                           |                            | 5,455  |                     |        |             | 11,920 |            |        |  | 16,349 |            |         |  | 15,732 |          
|                                                              
|                                                              
|                                                              
|                                                              
|Income tax (provision) benefit                                 |                                                                           |                            | (1,968 | )                   |        |             | (4,371 | )          |        |  | (6,178 | )          |         |  | (5,790 | )        
|                                                               |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |          
|Income (loss) before minority interest                         |                                                                           |                            | 3,487  |                     |        |             | 7,549  |            |        |  | 10,171 |            |         |  | 9,942  |          
|                                                              
|                                                              
|                                                              
|                                                              
|Minority interest in income from subsidiary trust (net of tax) |                                                                           |                            | (424   | )                   |        |             | (424   | )          |        |  | (1,266 | )          |         |  | (1,266 | )        
|                                                               |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |          
|                                                               | NET INCOME (LOSS)                                                         |                            | $      | 3,063               |        |             | $      | 7,125      |        |  | $      | 8,905      |         |  | $      | 8,676     |        
|                                                               |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |          
|PER SHARE DATA:                                                |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |          
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Net income (loss) per common and common equivalent
	share  diluted       |                            | $      | .27                 |        |             | $      | .63        |        |  | $      | .79        |         |  | $      | .87       |        
|                                                               |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |          
|                                                               | Weighted average common & common equivalent shares
	outstanding  diluted |                            |        | 11,309,550          |        |             |        | 11,238,535 |        |  |        | 11,310,126 |         |  |        | 9,930,938 |        
|                                                               |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |          
|                                                               | Net income (loss) per common share  basic                                |                            | $      | .29                 |        |             | $      | .69        |        |  | $      | .85        |         |  | $      | .97       |        
|                                                               |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |          
|                                                               | Weighted average common shares outstanding  basic                        |                            |        | 10,510,415          |        |             |        | 10,307,777 |        |  |        | 10,463,369 |         |  |        | 8,939,144 |        
|                                                               |                                                                           |                            |        |                     |        |             |        |            |        |  |        |            |         |  |        |          

The accompanying notes are an integral part of these consolidated
 statements.

2



---



##### Table of Contents



REPUBLIC BANCSHARES, INC.






CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY


For the Year Ended December 31, 1998 and


the Nine Months Ended September 30, 1999 (Unaudited)


($ in thousands except share data)


|                                                                           |  |             |        |              |  |        |       |        |  |                |            |          |  |            |        |       |  |   |         |  |  |   |         |   |  |   |        |   |  |   |         |  
|-------------------------------------------------------------------------- |  | ----------- | ------ | ------------ |  | ------ | ----- | ------ |  | -------------- | ---------- | -------- |  | ---------- | ------ | ----- |  | - | ------- |  |  | - | ------- | - |  | - | ------ | - |  | - | ------- | -
|                                                                           |  |             |        |              |  |        |       |        |  |                |            |          |  |           
|                                                                           |  | Perpetual   |        |              |  |        |       |        |  |                |            |          |  |           
|                                                                           |  | Preferred   |        |              |  |        |       |        |  |                |            | Net      |  |           
|                                                                           |  | Convertible |        |              |  |        |       |        |  | Unrealized     |            |         
|                                                                           |  | Stock       |        | Common Stock |  |        |       |        |  | Gains/(Losses) |            |         
|                                                                           |  |             |        |              |  |        |       |        |  | on Available   |            |         
|                                                                           |  | Shares      |        |              |  | Shares |       |        |  | Capital        |            | Retained |  | for Sale   |        |      
|                                                                           |  | Issued      |        | Amount       |  | Issued |       | Amount |  | Surplus        |            | Earnings |  | Securities |        | Total
|                                                                           |  |             |        |              |  |        |       |        |  |                |            |          |  |            |        |      
|Balance, December 31, 1997                                                 |  |             | 75,000 |              |  | $      | 1,500 |        |  |                | 7,602,992  |          |  | $          | 15,206 |       |  | $ | 56,553  |  |  | $ | 28,789  |   |  | $ | 482    |   |  | $ | 102,530 |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Net loss for the twelve months ended December 31, 1998                     |  |             |       |              |  |        |      |        |  |                |           |          |  |            |       |       |  |   |        |  |  |   | (12,421 | ) |  |   |       |   |  |   | (12,421 | )
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Net unrealized losses on available for sale securities, net of
	tax effect |  |             |       |              |  |        |      |        |  |                |           |          |  |            |       |       |  |   |        |  |  |   |        |   |  |   | (498   | ) |  |   | (498    | )
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Exercise of stock options                                                  |  |             |       |              |  |        |      |        |  |                | 78,052     |          |  |            | 156    |       |  |   | 662     |  |  |   |        |   |  |   |       |   |  |   | 818     |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Issuance of common stock                                                   |  |             |       |              |  |        |      |        |  |                | 2,642,150  |          |  |            | 5,284  |       |  |   | 67,598  |  |  |   |        |   |  |   |       |   |  |   | 72,882  |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Additional paid-in capital from performance stock options                  |  |             |       |              |  |        |      |        |  |                |           |          |  |            |       |       |  |   | 551     |  |  |   |        |   |  |   |       |   |  |   | 551     |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Dividends on preferred stock                                               |  |             |       |              |  |        |      |        |  |                |           |          |  |            |       |       |  |   |        |  |  |   | (265    | ) |  |   |       |   |  |   | (265    | )
|                                                                           |  |             |        |              |  |        |       |        |  |                |            |          |  |            |        |       |  |   |         |  |  |   |         |   |  |   |        |   |  |   |         |  
|Balance, December 31, 1998                                                 |  |             | 75,000 |              |  |        | 1,500 |        |  |                | 10,323,194 |          |  |            | 20,646 |       |  |   | 125,364 |  |  |   | 16,103  |   |  |   | (16    | ) |  |   | 163,597 |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Net income for the nine months ended Sept. 30, 1999                        |  |             |       |              |  |        |      |        |  |                |           |          |  |            |       |       |  |   |        |  |  |   | 8,905   |   |  |   |       |   |  |   | 8,905   |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Net unrealized loss on available for sale securities, net of tax           |  |             |       |              |  |        |      |        |  |                |           |          |  |            |       |       |  |   |        |  |  |   |        |   |  |   | (5,806 | ) |  |   | (5,806  | )
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Exercise of stock options                                                  |  |             |       |              |  |        |      |        |  |                | 191,285    |          |  |            | 383    |       |  |   | 2,338   |  |  |   |        |   |  |   |        |   |  |   | 2,721   |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Additional paid-in capital from nonqualified/performance stock
	options    |  |             |       |              |  |        |      |        |  |                |           |          |  |            |       |       |  |   | 325     |  |  |   |        |   |  |   |       |   |  |   | 325     |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Dividends on preferred stock                                               |  |             |       |              |  |        |      |        |  |                |           |          |  |            |       |       |  |   |        |  |  |   | (198    | ) |  |   |       |   |  |   | (198    | )
|                                                                           |  |             |        |              |  |        |       |        |  |                |            |          |  |            |        |       |  |   |         |  |  |   |         |   |  |   |        |   |  |   |         |  
|Balance, Sept. 30, 1999                                                    |  |             | 75,000 |              |  | $      | 1,500 |        |  |                | 10,514,479 |          |  | $          | 21,029 |       |  | $ | 128,027 |  |  | $ | 24,810  |   |  | $ | (5,822 | ) |  | $ | 169,544 |  
|                                                                           |  |             |        |              |  |        |       |        |  |                |            |          |  |            |        |       |  |   |         |  |  |   |         |   |  |   |        |   |  |   |         |  

The accompanying notes are an integral part of these consolidated
 statements.

3



---



##### Table of Contents



REPUBLIC BANCSHARES, INC.






CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


($ in thousands)


|                                                                  |                                                            |              |       |        |   |   |       |       |  
|----------------------------------------------------------------- | ---------------------------------------------------------- | ------------ | ----- | ------ | - | - | ----- | ----- | -
|                                                                  |                                                            |             
|                                                                  |                                                            | For the Nine
|                                                                  |                                                            | Months Ended
|                                                                  |                                                            | Sept. 30,   
|                                                                  |                                                            |             
|                                                                  |                                                            | 1999         |       | 1998  
|                                                                  |                                                            |              |       |       
|Net income                                                        |                                                            | $            | 8,905 |        |   | $ | 8,676 |      
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Unrealized losses on securities:                                  |                                                            |              |       |        |   |   |       |      
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Unrealized holding losses, net of tax effect during period |              |       | (5,806 | ) |   |       | 632   |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Less reclassification adjustment for gains realized in net income |                                                            |              |      |        |   |   | (835  | )    
|                                                                  |                                                            |              |       |        |   |   |       |      
|                                                                  | Net unrealized losses                                      |              |       | (5,806 | ) |   |       | (203  | )
|                                                                  |                                                            |              |       |        |   |   |       |      
|                                                                  | Comprehensive income                                       |              | $     | 3,099  |   |   | $     | 8,473 |  
|                                                                  |                                                            |              |       |        |   |   |       |      

The accompanying notes are an integral part of these consolidated
 statements.

4



---



##### Table of Contents



REPUBLIC BANCSHARES, INC.






CONSOLIDATED STATEMENTS OF CASH FLOWS


($ in thousands)


|                                                                |                                                                                 |                                                 |         |                     |        |      |         |          |        |   |         |          |         |   |         |          |        | 
|--------------------------------------------------------------- | ------------------------------------------------------------------------------- | ----------------------------------------------- | ------- | ------------------- | ------ | ---- | ------- | -------- | ------ | - | ------- | -------- | ------- | - | ------- | -------- | ------ | 
|                                                                |                                                                                 |                                                 |         |                    
|                                                                |                                                                                 | For the Three Months                            |         | For the Nine Months
|                                                                |                                                                                 | Ended Sept. 30,                                 |         | Ended Sept. 30,    
|                                                                |                                                                                 |                                                 |         |                    
|                                                                |                                                                                 | 1999                                            |         | 1998                |        | 1999 |         | 1998    
|                                                                |                                                                                 |                                                 |         |                     |        |      |         |         
|                                                                |                                                                                 |                                                 |         |                    
|                                                                |                                                                                 | (unaudited)                                     |         | (unaudited)        
|                                                               
|                                                               
|                                                               
|                                                               
|OPERATING ACTIVITIES:                                           |                                                                                 |                                                 |         |                     |        |      |         |          |        |   |         |          |         |   |         |         
|                                                               
|                                                               
|                                                               
|                                                               
|Net income (loss)                                               |                                                                                 | $                                               | 3,063   |                     |        | $    | 7,125   |          |        | $ | 8,905   |          |         | $ | 8,676   |         
|                                                               
|                                                               
|                                                               
|                                                               
|Reconciliation of net income to net cash provided by (used in): |                                                                                 |                                                 |         |                     |        |      |         |          |        |   |         |          |         |   |         |         
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Provision for loan and ORE losses                                               |                                                 |         | 3,871               |        |      |         | 4,460    |        |   |         | 6,803    |         |   |         | 6,116    |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Depreciation and amortization, net                                              |                                                 |         | (6,080              | )      |      |         | (6,027   | )      |   |         | 3,309    |         |   |         | (627     | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Amortization of premium (accretion) of fair value, net                          |                                                 |         | 1,797               |        |      |         | 178      |        |   |         | 6,978    |         |   |         | 370      |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | (Gain)/loss on sale of loans                                                    |                                                 |         | (316                | )      |      |         | (22,261  | )      |   |         | (3,574   | )       |   |         | (42,639  | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Loss/(Gain) on sale of investment securities                                    |                                                 |         |                    |        |      |         | (414     | )      |   |         | 244      |         |   |         | (1,156   | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | (Gain)/loss on sale of ORE                                                      |                                                 |         | (33                 | )      |      |         | (143     | )      |   |         | (695     | )       |   |         | (254     | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Capitalization of mortgage servicing/residual interest                          |                                                 |         | (437                | )      |      |         | (18,121  | )      |   |         | (3,887   | )       |   |         | (39,338  | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Net (increase) decrease in deferred tax asset                                   |                                                 |         | 973                 |        |      |         | (86      | )      |   |         | 1,733    |         |   |         | (24      | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Loss/(Gain) on disposal of premises & equipment                                 |                                                 |         | (804                | )      |      |         | (472     | )      |   |         | (594     | )       |   |         | (474     | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Net decrease (increase) in other assets                                         |                                                 |         | 1,050               |        |      |         | (789     | )      |   |         | 5,713    |         |   |         | (5,480   | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Net increase (decrease) in other liabilities                                    |                                                 |         | (1,451              | )      |      |         | (18,797  | )      |   |         | (3,253   | )       |   |         | 15,271   |       
|                                                                |                                                                                 |                                                 |         |                     |        |      |         |          |        |   |         |          |         |   |         |         
|                                                                | Net cash provided by (used in) operating activities                             |                                                 |         | 1,633               |        |      |         | (55,347  | )      |   |         | 21,682   |         |   |         | (59,559  | )     
|                                                               
|                                                               
|                                                               
|                                                               
|INVESTING ACTIVITIES:                                           |                                                                                 |                                                 |         |                     |        |      |         |          |        |   |         |          |         |   |         |         
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Net decrease (increase) in loans                                                |                                                 |         | (2,266              | )      |      |         | 123,278  |        |   |         | 114,364  |         |   |         | (239,803 | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Proceeds from excess of deposit liabilities assumed over assets
	acquired (net) |                                                 |         |                    |        |      |         | 206,623  |        |   |         |         |         |   |         | 253,236  |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Proceeds from sales and maturities of:                                          |                                                 |         |                     |        |      |         |          |        |   |         |          |         |   |         |          |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                                                 | Investment securities held-to-maturity          |         |                     |       |      |         |          | (2,000 | ) |         |          |        |   |         |          |       | 
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                                                 | Investment securities available for sale        |         |                     |       |      |         |          | (750   | ) |         |          | 131,500 |   |         |          | 6,500  | 
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                                                 | Mortgage-backed securities available for sale   |         |                     |       |      |         |          | 13,557 |   |         |          | 1,552   |   |         |          | 50,612 | 
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                                                 | Mortgage-backed securities in trading portfolio |         |                     |       |      |         |          | (260   | ) |         |          |        |   |         |          | 8,119  | 
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Purchase of investment securities HTM                                           |                                                 |         | (1                  | )      |      |         |         |        |   |         | (1,900   | )       |   |         | (998     | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Purchase of investment securities AFS                                           |                                                 |         |                    |        |      |         | 6,000    |        |   |         | (134,868 | )       |   |         | (21,152  | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Purchase of mortgage-backed securities AFS                                      |                                                 |         | (21,066             | )      |      |         | (1,224   | )      |   |         | (177,006 | )       |   |         | (1,224   | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Purchase of MBS in trading portfolio                                            |                                                 |         |                    |        |      |         |         |        |   |         |         |         |   |         | (12,000  | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Principal repayment on mortgage-backed securities                               |                                                 |         | 12,641              |        |      |         | (7,101   | )      |   |         | 26,731   |         |   |         | 1,244    |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Principal repayment on revenue bonds                                            |                                                 |         | 405                 |        |      |         | 245      |        |   |         | 405      |         |   |         | 245      |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | (Purchase) redemption of FHLB stock                                             |                                                 |         | 115                 |        |      |         | (142     | )      |   |         | (2,664   | )       |   |         | (2,136   | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Disposal/(purchase) of premises & equipment, net                                |                                                 |         | 12,370              |        |      |         | 1,211    |        |   |         | 12,260   |         |   |         | (6,032   | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Proceeds from sale of ORE                                                       |                                                 |         | 754                 |        |      |         | 1,623    |        |   |         | 5,701    |         |   |         | 3,758    |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Investment in other real estate owned, net                                      |                                                 |         | 153                 |        |      |         | 1,210    |        |   |         | 475      |         |   |         | 635      |       
|                                                                |                                                                                 |                                                 |         |                     |        |      |         |          |        |   |         |          |         |   |         |         
|                                                                | Net cash used in investing activities                                           |                                                 |         | 3,105               |        |      |         | 342,270  |        |   |         | (23,450  | )       |   |         | 41,004   |       
|                                                               
|                                                               
|                                                               
|                                                               
|FINANCING ACTIVITIES:                                           |                                                                                 |                                                 |         |                     |        |      |         |          |        |   |         |          |         |   |         |         
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Net increase in deposits                                                        |                                                 |         | (48,728             | )      |      |         | 61,920   |        |   |         | 37,517   |         |   |         | 244,258  |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Net (decrease) increase in repurchase agreements                                |                                                 |         | (4,405              | )      |      |         | (1,205   | )      |   |         | 1,061    |         |   |         | 23,236   |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | (Repayment) proceeds from FHLB advances, net                                    |                                                 |         |                    |        |      |         | (125,300 | )      |   |         | (25,000  | )       |   |         | (37,800  | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Proceeds from issuance of common stock                                          |                                                 |         | 162                 |        |      |         | 155      |        |   |         | 3,046    |         |   |         | 74,222   |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Proceeds from holding company debt                                              |                                                 |         | (4,567              | )      |      |         | 25,000   |        |   |         | (4,567   | )       |   |         | 25,000   |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Dividends on perpetual preferred stock                                          |                                                 |         | (66                 | )      |      |         | (66      | )      |   |         | (198     | )       |   |         | (198     | )     
|                                                                |                                                                                 |                                                 |         |                     |        |      |         |          |        |   |         |          |         |   |         |         
|                                                                | Net cash provided by (used in) financing activities                             |                                                 |         | (57,604             | )      |      |         | (39,496  | )      |   |         | 11,859   |         |   |         | 328,718  |       
|                                                               
|                                                               
|                                                               
|                                                               
|Net increase (decrease) in cash and cash equivalents            |                                                                                 |                                                 | (52,866 | )                   |        |      | 247,427 |          |        |   | 10,091  |          |         |   | 310,163 |         
|                                                               
|                                                               
|                                                               
|                                                               
|Cash and cash equivalents, beginning of period                  |                                                                                 |                                                 | 205,567 |                     |        |      | 150,806 |          |        |   | 142,610 |          |         |   | 88,070  |         
|                                                                |                                                                                 |                                                 |         |                     |        |      |         |          |        |   |         |          |         |   |         |         
|Cash and cash equivalents, end of period                        |                                                                                 | $                                               | 152,701 |                     |        | $    | 398,233 |          |        | $ | 152,701 |          |         | $ | 398,233 |         
|                                                                |                                                                                 |                                                 |         |                     |        |      |         |          |        |   |         |          |         |   |         |         
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION               |                                                                                 |                                                 |         |                     |        |      |         |          |        |   |         |          |         |   |         |         
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Cash paid during the period for:                                                |                                                 |         |                     |        |      |         |          |        |   |         |          |         |   |         |          |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                                                 | Interest                                        |         |                     | 25,237 |      |         |          | 23,811 |   |         |          | 88,727  |   |         |          | 58,741 | 
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                                                 | Income taxes (refunded)/paid                    |         |                     | (288   | )    |         |          | 438    |   |         |          | (4,827  | ) |         |          | 3,544  | 

The accompanying notes are an integral part of these consolidated
 statements

5



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##### Table of Contents



REPUBLIC BANCSHARES, INC.






NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(unaudited)


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Organization

In the opinion of Republic Bancshares, Inc. (the
Company), the accompanying unaudited consolidated
financial statements reflect all adjustments necessary to present
 fairly the financial position of the Company as of
September 30, 1999 and the results of operations and cash
flows, for the three and nine month periods ended
September 30, 1999 and 1998. The December 31, 1998
statement of financial position was derived from audited
financial statements. The accounting and reporting policies of
the Company and its wholly-owned subsidiaries, Republic Bank (the
 Bank), RBI Capital Trust I (RBI) and
Republic Bank, F.S.B. (the Savings Bank) are in
conformity with generally accepted accounting principles and
prevailing practices within the financial services industry. On
September 10, 1999, the Company sold the Brunswick Georgia
office of the Savings Bank, Republic Bank, FSB, to Sapelo
National Bank. The Savings Bank was thereafter dissolved and all
of its cash and other remaining assets were distributed to the
Company. Consequently, the financial information of the Company
includes results of operations for the Savings Bank through the
September 10th dissolution date.

The preparation of financial statements in conformity with
generally accepted accounting principles requires that management
 make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
 liabilities at the date of the financial statements and the
reported amounts of income and expense during the reporting
period. Such estimates are subject to change in the future as
additional information becomes available or previously existing
circumstances are modified.

The consolidated financial statements of the Company include the
accounts of the Company, RBI, the Savings Bank, the Bank, and the
 Banks wholly-owned subsidiary, Republic Insurance Agency,
Inc. All financial information for 1998 has been restated for the
 acquisitions of Bankers Savings Bank, F.S.B. and Lochaven
Federal Savings and Loan Association, both consummated in 1998.
All significant inter-company accounts and transactions have been
 eliminated. The Companys primary source of income is from
the Bank, which operates 81 branches throughout Florida. The
Banks primary source of revenue has been derived from net
interest income on loans and investments.

These consolidated financial statements should be read in
conjunction with the financial statements and the notes thereto
included in the Companys Annual Report for the year ended
December 31, 1998, filed with the Securities and Exchange
Commission (SEC) on Form 10-K. The results for
the nine months ended September 30, 1999, are not
necessarily indicative of the results to be expected for the
fiscal year ending December 31, 1999.

Reclassifications

Certain reclassifications have been made to prior period
financial statements to conform with the September 1999 financial
 statement presentation.

Recent Accounting Developments

Accounting for Costs of Computer Software for
Internal Use

In March 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-1,
(SOP 98-1) Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use.
SOP 98-1 provides guidance for capitalizing and expensing
the costs of computer software developed or obtained for internal
 use. SOP 98-1 is effective for financial statements for fiscal
years beginning after December 15, 1998. The adoption of
SOP 98-1 did not have a material impact on the accompanying
consolidated financial statements.

6



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##### Table of Contents



REPUBLIC BANCSHARES, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Accounting for Derivative Instruments and Hedging
Activities

In June 1998, the Financial Accounting Standards Board
(FASB) issued Statements of Financial Accounting
Standards (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities. SFAS
No. 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments
embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires that
entities recognize all derivatives as either assets or
liabilities in the statement of financial position and measure
those instruments at fair value. In June 1999, the FASB issued
SFAS No. 137, Accounting for Derivative Instruments
and Hedging activities  Deferral of the Effective Date
 of FASB Statement No. 133, which delayed the date for
 implementation to all fiscal quarters beginning after
June 15, 2000. Management does not believe that the adoption
 of SFAS No. 133 will have a material effect upon the
results of operations of the Company.

2.  MORTGAGE-BACKED AND MORTGAGE-RELATED SECURITIES

During the second quarter ended June 30, 1999, the Company
reclassified its mortgage-backed securities resulting from
securitization of its loans held for sale from the trading
category to available for sale. As of
September 30, 1999, there were $277.0 million of mortgage
backed securities in the available for sale category and $38.9
million of mortgage-related securities held as trading assets.
Remaining in the trading category were: (i) a $10.9 million
subordinate tranche purchased from the Companys
securitization of High Loan-to-Value Loans (High LTV
Loans) in June 1998; (ii) $24.6 million in
overcollateralization and residual interests in cash flows from
securitizations in December 1997 and June 1998; and
(iii) $4.4 million of excess servicing interest only strips.

The market values assigned to the mortgage-backed securities
classified as available for sale were derived using market
quotations at September 30, 1999. However, market value
quotations for the Companys mortgage-related securities
classified as trading assets, principally retained interests in
the excess cash flows from securitizing High LTV Loans, were
generally not available. These retained interests were valued
based on estimates of the present value of the future excess cash
 flows from the underlying pool or pools of loans.

In valuing the Companys mortgage-related securities,
management has conducted surveys and analyses of current market
conditions and has relied on third parties to assist in this
process. The calculation of the present value of the excess cash
flows principally include the following assumptions: (i) the
 future rate of prepayment; (ii) the discount rate used to
calculate present value; and (iii) the estimate for credit
losses on loans sold. The estimated life of the securitized loans
 depends on the assumed annual prepayment rate which is a
function of estimated voluntary (full and partial) and
involuntary (liquidations) prepayments. The prepayment rate
used in the valuation process represents managements
expectations of future prepayment rates based on prior observed
and future expected loan performance, the type of loans in the
relevant pool and industry data. The rate of prepayment may be
affected by a variety of economic and other factors, including
prevailing interest rates, the presence of prepayment penalties,
the loan-to-value ratios and the credit grades of the loans
included in the securitization. Management has previously used
prepayment estimates resulting in an initial average expected
life of the pool of loans ranging from 4.0 to 4.5 years,
cumulative lifetime default rates ranging from 9.5% to 10% and a
discount rate of 15%. The prepayment and discount rate estimates
are unchanged but in the third quarter of 1999, management
revised the estimated cumulative default rate from a range of
9.5% to 10.0% to a range of 11.0% to 13.0%.

7



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##### Table of Contents



REPUBLIC BANCSHARES, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

3.  LOANS AND LOANS HELD FOR SALE

Loans at September 30, 1999 and December 31, 1998, are
summarized as follows (in thousands):

|                               |                                       |                                       |                                |              |           |           |         |         |           |           | 
|------------------------------ | ------------------------------------- | ------------------------------------- | ------------------------------ | ------------ | --------- | --------- | ------- | ------- | --------- | --------- | 
|                               |                                       | September 30,                         |                                | December 31,
|                               |                                       | 1999                                  |                                | 1998        
|                               |                                       |                                       |                                |             
|Real estate mortgage loans:    |                                       |                                       |                                |              |           |           |         |        
|                              
|                              
|                              
|                              
|                               | One-to-four family residential        |                                       | $                              | 831,333      |           |           | $       | 871,462 |          
|                              
|                              
|                              
|                              
|                               | Nonconforming mortgages               |                                       |                                | 83,393       |           |           |         | 72,980  |          
|                              
|                              
|                              
|                              
|                               | Multifamily residential               |                                       |                                | 72,625       |           |           |         | 92,209  |          
|                              
|                              
|                              
|                              
|                               | Commercial real estate                |                                       |                                | 370,043      |           |           |         | 379,797 |          
|                              
|                              
|                              
|                              
|                               | Construction/land development         |                                       |                                | 174,968      |           |           |         | 130,415 |          
|                               |                                       |                                       |                                |              |           |           |         |        
|                               |                                       | Mortgage loans secured by first liens |                                |              | 1,532,362 |           |         |         | 1,546,863 |          
|                              
|                              
|                              
|                              
|Commercial (business) loans    |                                       |                                       | 88,843                         |              |           |           | 84,002  |        
|                              
|                              
|                              
|                              
|Consumer loans                 |                                       |                                       | 30,413                         |              |           |           | 43,857  |        
|                              
|                              
|                              
|                              
|Home equity loans              |                                       |                                       | 114,126                        |              |           |           | 104,803 |        
|                              
|                              
|                              
|                              
|High LTV Loans                 |                                       |                                       | 101,643                        |              |           |           | 116,764 |        
|                               |                                       |                                       |                                |              |           |           |         |        
|                               |                                       |                                       | Total gross portfolio loans    |              |           | 1,867,387 |         |         |           | 1,896,289 | 
|                              
|                              
|                              
|                              
|Less-allowance for loan losses |                                       |                                       | (28,189                        | )            |           |           | (28,077 | )      
|                               |                                       |                                       |                                |              |           |           |         |        
|                               |                                       |                                       | Total loans held for portfolio |              |           | 1,839,198 |         |         |           | 1,868,212 | 
|                              
|                              
|                              
|                              
|Loans held for sale:           |                                       |                                       |                                |              |           |           |         |        
|                              
|                              
|                              
|                              
|                               | Residential first lien mortgage loans |                                       |                                |             |           |           |         | 184,176 |          
|                               |                                       |                                       |                                |              |           |           |         |        
|                               |                                       |                                       | Total loans                    |              | $         | 1,839,198 |         |         | $         | 2,052,388 | 
|                               |                                       |                                       |                                |              |           |           |         |        

Mortgage loans serviced for others remained unchanged as of
September 30, 1999 and December 31, 1998 at $1.5
billion. Included in the total amount serviced for others were
High LTV Loans amounting to $737.1 million and $835.0 million at
September 30, 1999 and December 31, 1998, respectively.
 Mortgage loan servicing rights (both purchased and originated)
amounted to $22.0 million and $22.9 million at September 30,
 1999 and December 31, 1998, respectively. Loans on which
interest was not being accrued at September 30, 1999 and
December 31, 1998, totaled approximately $24.8 million and
$35.6 million, respectively. Loans past due 90 days or more
and still accruing interest at September 30, 1999 and
December 31, 1998 totaled $1.3 million and $1.2 million,
respectively.

4.  ALLOWANCES FOR LOSSES

Allowance for loan losses

The allowance for loan losses provides for risks of losses
inherent in the credit extension process. Losses and recoveries
are either charged or credited to the allowance. The
Companys allowance is an amount that management believes
will be adequate to absorb probable losses on existing loans that
 may become uncollectible, based on evaluations of the
collectibility of loans and prior loan loss experience. The
evaluations take into consideration such factors as changes in
the nature and volume of the loan portfolio, overall portfolio
quality, review of specific problem loans, and current economic
conditions that may affect the borrowers ability to pay.
The evaluations are periodically reviewed and adjustments are
recorded in the period in which changes become known.

The allowance for loan losses as of September 30, 1999, was
comprised of: (i) $25.5 million allocated to originated
loans (including loans acquired through mergers and
acquisitions); (ii) $547,000 allocated to loans acquired
from CrossLand Savings, F.S.B. in December 1993, (the
CrossLand Portfolio); (iii) $954,000 allocated
to a pool of loans purchased in March 1995 (the March 1995
Purchase); (iv) $413,000 allocated to a pool of loans
purchased in July 1997 (the July 1997 Purchase); and
(v) $737,000 allocated to the other

8



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##### Table of Contents



REPUBLIC BANCSHARES, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

pools of purchased loans. Of the amounts allocated to the
Crossland Portfolio, the March 1995 Purchase, the July 1997
Purchase and other purchased loan portfolios, $1.6 million are
acquired reserves which only are available to absorb losses on
the related acquired loans. In addition to amounts allocated to
the allowance at September 30, 1999, the balance of
unaccreted loan discount available to absorb losses on pools of
portfolios of purchased loans exceeding amounts transferred to
the allowance amounted to $3.5 million.

Changes in the allowance for loan losses were as follows (in
thousands):

|                                                              |                 |                     |        |        |   |   |        |        |  
|------------------------------------------------------------- | --------------- | ------------------- | ------ | ------ | - | - | ------ | ------ | -
|                                                              |                 |                    
|                                                              |                 | For the Nine Months
|                                                              |                 | Ended Sept. 30,    
|                                                              |                 |                    
|                                                              |                 | 1999                |        | 1998  
|                                                              |                 |                     |        |       
|Balance, beginning of period                                  |                 | $                   | 28,077 |        |   | $ | 22,023 |       
|                                                             
|                                                             
|                                                             
|                                                             
|Provision for possible loan losses                            |                 |                     | 6,803  |        |   |   | 5,956  |       
|                                                             
|                                                             
|                                                             
|                                                             
|Loan discount (net) allocated to (from) purchased
	portfolios |                 |                     |       |        |   |   | (4,303 | )     
|                                                             
|                                                             
|                                                             
|                                                             
|Acquired reserve-purchased portfolios                         |                 |                     | 275    |        |   |   |       |       
|                                                             
|                                                             
|                                                             
|                                                             
|Loans charged-off                                             |                 |                     | (8,279 | )      |   |   | (3,503 | )     
|                                                             
|                                                             
|                                                             
|                                                             
|Recoveries of loans charged-off                               |                 |                     | 1,313  |        |   |   | 357    |       
|                                                              |                 |                     |        |        |   |   |        |       
|                                                              | Net charge-offs |                     |        | (6,966 | ) |   |        | (3,146 | )
|                                                              |                 |                     |        |        |   |   |        |       
|Balance, end of period                                        |                 | $                   | 28,189 |        |   | $ | 20,530 |       
|                                                              |                 |                     |        |        |   |   |        |       

Of the $7.0 million of net charge-offs year-to-date 1999, $3.5
million resulted from losses on High LTV Loans taken into
portfolio in the fourth quarter of 1998.

Allowance for Losses on Other Real Estate (ORE)

The Company recognizes any estimated potential decline in the
value of ORE between appraisal dates through periodic additions
to the allowance for losses on ORE. Writedowns charged against
this allowance are taken if the related real estate is sold at a
loss.

State banking regulations require the Bank to dispose of all ORE
acquired through foreclosure within five years of acquisition,
with a possibility for additional extension, each of up to five
years. During the quarter ended March 31, 1999, the Bank sold a
tract of land carried at $884,000 acquired through foreclosure in
 1988 that had partially been developed as a shopping center
site. The Bank has been granted an extension on a second piece of
 property, with a book value of $177,000, until December 6,
2000. This property, consisting of residential lots, is currently
 under contract. There are no other properties which have
exceeded the five-year holding period limitation.

5.  MARKET RISK

The market risk inherent in the Companys market sensitive
instruments is the potential loss arising from changes in
interest rates and the changes in prices of marketable equity
securities. One of the primary objectives of the Company is to
reduce fluctuations in net interest income caused by changes in
interest rates.

To manage interest rate risk, the Board of Directors has
established interest rate risk policies and procedures, which
delegate to the Asset/Liability Committee the responsibility to
monitor and report on interest rate risk, devise strategies to
manage interest rate risk, monitor loan originations and deposit
activity, and approve pricing strategies.

Currently, all investments in the Companys portfolio are
identified as securities available for sale or as trading assets.
 Securities available for sale, which are those securities that
may be sold prior to maturity as part of asset/liability
management or in response to other factors, are carried at fair
value with any valuation adjustment reported in a separate
component of stockholders equity, net of tax effect.
Trading securities

9



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##### Table of Contents



REPUBLIC BANCSHARES, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

include the residual interest in cash flows resulting from
securitizations of High LTV Loans and the excess spread on
interest only-strips receivable. The Companys trading
securities are valued based on present value techniques, which
management believes reasonably approximate market values. Any
unrealized gains or losses are included in the statement of
operations under Gain on sale of securities, net.

6.  RESTRUCTURING COSTS AND OTHER RELATED CHARGES

In the fourth quarter of 1998 the Company significantly reduced
the size and scope of its mortgage banking activities. The
Company ceased originating High LTV Loans and substantially
reduced its originations of nonconforming first mortgage loans.
The Company also closed its out-of-state lending offices and
ceased all telemarketing efforts that were the source of the
majority of the loan originations from its mortgage banking unit.

In connection with this reorganization of mortgage banking
activities, a restructuring charge of approximately $6.7 million
was recorded, which included severance benefits payable to
mortgage banking employees whose positions were eliminated,
outplacement services for those employees, write-downs for
abandoned assets, costs related to the consolidation of
facilities and legal costs directly related to the restructuring.
 In addition, an $818,000 charge was recorded for legal and other
 costs related to the reorganization but not includable in the
restructuring charge. The Company has completed the restructuring
 process of the mortgage banking unit.

Expenses charged against the restructuring accrual for the nine
months ended September 30, 1999 are as follows:

|                             |                             |                                      |       |        |    | 
|---------------------------- | --------------------------- | ------------------------------------ | ----- | ------ | -- | 
|                            
|                            
|                            
|                            
|Balance at December 31, 1998 |                             | $                                    | 6,673 |       
|                            
|                            
|                            
|                            
|Deductions:                  |                             |                                      |       |       
|                            
|                            
|                            
|                            
|                             | Severance & benefits        |                                      |       | (4,274 | ) 
|                            
|                            
|                            
|                            
|                             | Outplacement costs          |                                      |       | (200   | ) 
|                            
|                            
|                            
|                            
|                             | Abandonment of assets       |                                      |       | (614   | ) 
|                            
|                            
|                            
|                            
|                             | Consolidation of facilities |                                      |       | (1,335 | ) 
|                            
|                            
|                            
|                            
|                             | Legal costs                 |                                      |       | (180   | ) 
|                             |                             |                                      |       |       
|                             |                             | Ending balance at September 30, 1999 |       | $      | 70 | 
|                             |                             |                                      |       |       

7.  PRIOR YEAR BUSINESS SEGMENT INFORMATION

As a result of the restructuring of the Companys mortgage
banking operation in the fourth quarter of 1998, that operation
now represents an insubstantial portion of the Companys
overall business activities during 1999 and has ceased to be a
reportable business segment. The Companys operations during
 1998 were divided into two business segments; commercial banking
 and mortgage banking. Commercial banking activities included the
 Companys lending for portfolio purposes, deposit gathering
 through the retail branch network, investment and liquidity
management. Mortgage banking activities, which operated through a
 separate division of the Bank, included originating and
purchasing mortgage loans for sale or securitization. The Bank
provided support for its mortgage banking division in areas such
as secondary marketing and data processing. All funding for the
mortgage banking division was provided through the Bank. The
following are the prior year business segment results of
operation for the nine months ended September 30, 1998. The
Company elected to report its business segments without
allocation of income taxes and minority interests.

10



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##### Table of Contents



REPUBLIC BANCSHARES, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Business Segment Data

($ in thousands)


|                                              |  |            |           |          |  |         |         |  |  |   |           | 
|--------------------------------------------- |  | ---------- | --------- | -------- |  | ------- | ------- |  |  | - | --------- | 
|                                              |  |           
|                                              |  | 1998      
|                                              |  |           
|                                              |  | Commercial |           | Mortgage |  | Company
|                                              |  | Banking    |           | Banking  |  | Total  
|                                              |  |            |           |          |  |        
|Total assets (at period-end)                  |  | $          | 2,136,543 |          |  | $       | 318,854 |  |  | $ | 2,455,397 | 
|                                              |  |            |           |          |  |         |         |  |  |   |           | 
|Gross revenues                                |  | $          | 61,421    |          |  | $       | 54,066  |  |  | $ | 115,487   | 
|                                              |  |            |           |          |  |         |         |  |  |   |           | 
|Net income before taxes and minority interest |  | $          | 11,251    |          |  | $       | 4,481   |  |  | $ | 15,732    | 
|                                              |  |            |           |          |  |         |         |  |  |   |           | 

11



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##### Table of Contents



REPUBLIC BANCSHARES, INC.






SELECTED QUARTERLY FINANCIAL AND OTHER DATA


Five Consecutive Quarters (unaudited)


($ in thousands, except share data)


|                                                           |              |                |            |           |  |           |            |           |  |            |            |           |  |   |            |           |  |   |            |           | 
|---------------------------------------------------------- | ------------ | -------------- | ---------- | --------- |  | --------- | ---------- | --------- |  | ---------- | ---------- | --------- |  | - | ---------- | --------- |  | - | ---------- | --------- | 
|                                                           |              |               
|                                                           |              | Quarters Ended
|                                                           |              |               
|                                                           |              | Sept. 1999     |            | June 1999 |  | Mar. 1999 |            | Dec. 1998 |  | Sept. 1998
|                                                           |              |                |            |           |  |           |            |           |  |           
|OPERATING DATA:                                            |              |                |            |           |  |           |            |           |  |            |            |           |  |   |            |           |  |   |            |          
|                                                          
|                                                          
|                                                          
|                                                          
|Interest income                                            |              | $              | 48,158     |           |  | $         | 46,965     |           |  | $          | 46,679     |           |  | $ | 45,734     |           |  | $ | 50,777     |          
|                                                          
|                                                          
|                                                          
|                                                          
|Interest expense                                           |              |                | 24,795     |           |  |           | 24,202     |           |  |            | 24,256     |           |  |   | 25,303     |           |  |   | 24,446     |          
|                                                           |              |                |            |           |  |           |            |           |  |            |            |           |  |   |            |           |  |   |            |          
|Net interest income                                        |              |                | 23,363     |           |  |           | 22,763     |           |  |            | 22,423     |           |  |   | 20,431     |           |  |   | 26,331     |          
|                                                          
|                                                          
|                                                          
|                                                          
|Loan loss provision                                        |              |                | 3,871      |           |  |           | 1,410      |           |  |            | 1,522      |           |  |   | 8,305      |           |  |   | 4,340      |          
|                                                           |              |                |            |           |  |           |            |           |  |            |            |           |  |   |            |           |  |   |            |          
|Net interest income after loan loss provision              |              |                | 19,492     |           |  |           | 21,353     |           |  |            | 20,901     |           |  |   | 12,126     |           |  |   | 21,991     |          
|                                                          
|                                                          
|                                                          
|                                                          
|Noninterest income                                         |              |                | 7,621      |           |  |           | 5,800      |           |  |            | 7,363      |           |  |   | 3,424      |           |  |   | 25,765     |          
|                                                          
|                                                          
|                                                          
|                                                          
|General & administrative (G&A) expenses                  |              |                | 20,615     |           |  |           | 20,685     |           |  |            | 22,346     |           |  |   | 37,214     |           |  |   | 34,615     |          
|                                                          
|                                                          
|                                                          
|                                                          
|Other noninterest expense                                  |              |                | 1,043      |           |  |           | 840        |           |  |            | 651        |           |  |   | 11,403     |           |  |   | 1,222      |          
|                                                           |              |                |            |           |  |           |            |           |  |            |            |           |  |   |            |           |  |   |            |          
|Net income (loss) before income taxes & minority
	interest |              |                | 5,455      |           |  |           | 5,628      |           |  |            | 5,267      |           |  |   | (33,067    | )         |  |   | 11,919     |          
|                                                          
|                                                          
|                                                          
|                                                          
|Income tax (provision) benefit                             |              |                | (1,968     | )         |  |           | (2,219     | )         |  |            | (1,991     | )         |  |   | 12,391     |           |  |   | (4,370     | )        
|                                                          
|                                                          
|                                                          
|                                                          
|Minority interest in income from subsidiary trust          |              |                | (424       | )         |  |           | (421       | )         |  |            | (421       | )         |  |   | (421       | )         |  |   | (424       | )        
|                                                           |              |                |            |           |  |           |            |           |  |            |            |           |  |   |            |           |  |   |            |          
|Net income (loss)                                          |              | $              | 3,063      |           |  | $         | 2,988      |           |  | $          | 2,855      |           |  | $ | (21,097    | )         |  | $ | 7,125      |          
|                                                           |              |                |            |           |  |           |            |           |  |            |            |           |  |   |            |           |  |   |            |          
|PER SHARE DATA:                                            |              |                |            |           |  |           |            |           |  |            |            |           |  |   |            |           |  |   |            |          
|                                                          
|                                                          
|                                                          
|                                                          
|Earnings per share  diluted                               |              | $              | .27        |           |  | $         | .26        |           |  | $          | .25        |           |  | $ | (2.04      | )         |  | $ | .63        |          
|                                                           |              |                |            |           |  |           |            |           |  |            |            |           |  |   |            |           |  |   |            |          
|Weighted average shares outstanding  diluted              |              |                | 11,309,550 |           |  |           | 11,359,392 |           |  |            | 11,246,636 |           |  |   | 10,322,263 |           |  |   | 11,238,535 |          
|                                                           |              |                |            |           |  |           |            |           |  |            |            |           |  |   |            |           |  |   |            |          
|Earnings per share  basic                                 |              | $              | .29        |           |  | $         | .28        |           |  | $          | .27        |           |  | $ | (2.04      | )         |  | $ | .69        |          
|                                                           |              |                |            |           |  |           |            |           |  |            |            |           |  |   |            |           |  |   |            |          
|Weighted average shares outstanding  basic                |              |                | 10,510,415 |           |  |           | 10,493,214 |           |  |            | 10,386,952 |           |  |   | 10,322,263 |           |  |   | 10,307,777 |          
|                                                           |              |                |            |           |  |           |            |           |  |            |            |           |  |   |            |           |  |   |            |          
|                                                          
|                                                          
|                                                          
|                                                          
|BALANCE SHEET DATA (at period-end):                        |              |                |            |           |  |           |            |           |  |            |            |           |  |   |            |          
|                                                          
|                                                          
|                                                          
|                                                          
|                                                           | Total assets |                | $          | 2,516,507 |  |           | $          | 2,573,825 |  |            | $          | 2,493,425 |  |   | $          | 2,505,117 |  |   | $          | 2,455,397 | 
|                                                          
|                                                          
|                                                          
|                                                          
|Investment & mortgage-backed securities                    |              |                | 356,639    |           |  |           | 345,128    |           |  |            | 355,024    |           |  |   | 129,783    |           |  |   | 115,891    |          
|                                                          
|                                                          
|                                                          
|                                                          
|Loans held for sale                                        |              |                |           |           |  |           |           |           |  |            | 80,915     |           |  |   | 184,176    |           |  |   | 318,854    |          
|                                                          
|                                                          
|                                                          
|                                                          
|Portfolio loans, net of unearned income                    |              |                | 1,867,387  |           |  |           | 1,876,982  |           |  |            | 1,836,355  |           |  |   | 1,896,289  |           |  |   | 1,477,124  |          
|                                                          
|                                                          
|                                                          
|                                                          
|Nonperforming assets                                       |              |                | 32,633     |           |  |           | 39,205     |           |  |            | 41,863     |           |  |   | 42,785     |           |  |   | 36,374     |          
|                                                          
|                                                          
|                                                          
|                                                          
|Allowance for loan losses                                  |              |                | 28,189     |           |  |           | 26,209     |           |  |            | 27,442     |           |  |   | 28,077     |           |  |   | 20,530     |          
|                                                          
|                                                          
|                                                          
|                                                          
|Goodwill & premium on deposits                             |              |                | 33,791     |           |  |           | 34,936     |           |  |            | 35,906     |           |  |   | 36,916     |           |  |   | 37,880     |          
|                                                          
|                                                          
|                                                          
|                                                          
|Deposits                                                   |              |                | 2,224,614  |           |  |           | 2,273,443  |           |  |            | 2,188,470  |           |  |   | 2,187,412  |           |  |   | 2,138,970  |          
|                                                          
|                                                          
|                                                          
|                                                          
|Stockholders equity                                       |              |                | 169,544    |           |  |           | 167,608    |           |  |            | 168,448    |           |  |   | 163,597    |           |  |   | 185,028    |          
|                                                          
|                                                          
|                                                          
|                                                          
|Book value per share (dollars)                             |              |                | 15.05      |           |  |           | 14.89      |           |  |            | 15.01      |           |  |   | 14.77      |           |  |   | 16.71      |          

12



---



##### Table of Contents



REPUBLIC BANCSHARES, INC.


SELECTED QUARTERLY FINANCIAL AND OTHER DATA 
(Continued)

|                                                               |  |                |        |           |  |           |       |           |  |            |       |   |  |  |        |    |  |  |       |  
|-------------------------------------------------------------- |  | -------------- | ------ | --------- |  | --------- | ----- | --------- |  | ---------- | ----- | - |  |  | ------ | -- |  |  | ----- | -
|                                                               |  |               
|                                                               |  | Quarters Ended
|                                                               |  |               
|                                                               |  | Sept. 1999     |        | June 1999 |  | Mar. 1999 |       | Dec. 1998 |  | Sept. 1998
|                                                               |  |                |        |           |  |           |       |           |  |           
|SELECTED FINANCIAL RATIOS:                                     |  |                |        |           |  |           |       |           |  |            |       |   |  |  |        |   
|                                                              
|                                                              
|                                                              
|                                                              
|Return on average assets                                       |  |                | .47    | %         |  |           | .48   | %         |  |            | .47   | % |  |  | (3.37  | )% |  |  | 1.20  | %
|                                                              
|                                                              
|                                                              
|                                                              
|Return on average equity                                       |  |                | 7.14   |           |  |           | 7.23  |           |  |            | 7.11  |   |  |  | (45.03 | )  |  |  | 14.32 |  
|                                                              
|                                                              
|                                                              
|                                                              
|Equity to assets                                               |  |                | 6.73   |           |  |           | 6.51  |           |  |            | 6.76  |   |  |  | 6.53   |    |  |  | 7.54  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Equity and minority interest in preferred subsidiary to assets |  |                | 7.88   |           |  |           | 7.63  |           |  |            | 7.91  |   |  |  | 7.68   |    |  |  | 8.71  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Portfolio loans/deposit ratio                                  |  |                | 83.94  |           |  |           | 82.56 |           |  |            | 83.91 |   |  |  | 86.69  |    |  |  | 69.06 |  
|                                                              
|                                                              
|                                                              
|                                                              
|Net interest spread                                            |  |                | 3.50   |           |  |           | 3.53  |           |  |            | 3.46  |   |  |  | 3.17   |    |  |  | 4.38  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Net interest margin                                            |  |                | 3.85   |           |  |           | 3.87  |           |  |            | 3.81  |   |  |  | 3.59   |    |  |  | 4.80  |  
|                                                              
|                                                              
|                                                              
|                                                              
|G & A expense to average assets(1)                             |  |                | 3.38   |           |  |           | 3.30  |           |  |            | 3.61  |   |  |  | 2.78   |    |  |  | 2.75  |  
|                                                              
|                                                              
|                                                              
|                                                              
|G & A efficiency ratio(1)                                      |  |                | 70.89  |           |  |           | 72.42 |           |  |            | 75.02 |   |  |  | 73.75  |    |  |  | 63.83 |  
|                                                              
|                                                              
|                                                              
|                                                              
|Loan loss allowance to portfolio loans                         |  |                | 1.51   |           |  |           | 1.40  |           |  |            | 1.49  |   |  |  | 1.48   |    |  |  | 1.39  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Loan loss allowance to nonperforming loans                     |  |                | 108.32 |           |  |           | 77.11 |           |  |            | 79.16 |   |  |  | 74.21  |    |  |  | 68.26 |  
|                                                              
|                                                              
|                                                              
|                                                              
|CAPITAL RATIOS:                                                |  |                |        |           |  |           |       |           |  |            |       |   |  |  |        |    |  |  |       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Tier 1 (leverage)  Company                                    |  |                | 5.97   |           |  |           | 5.83  |           |  |            | 5.76  |   |  |  | 5.49   |    |  |  | 6.13  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Tier 1 (leverage)  Bank                                       |  |                | 6.88   |           |  |           | 6.96  |           |  |            | 6.85  |   |  |  | 6.66   |    |  |  | 7.10  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Tier 1/risk-assets  Company                                   |  |                | 9.28   |           |  |           | 8.91  |           |  |            | 8.72  |   |  |  | 7.72   |    |  |  | 9.51  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Tier 1/risk assets  Bank                                      |  |                | 10.64  |           |  |           | 10.59 |           |  |            | 10.35 |   |  |  | 9.27   |    |  |  | 11.07 |  
|                                                              
|                                                              
|                                                              
|                                                              
|Risk-based capital  Company                                   |  |                | 11.66  |           |  |           | 10.21 |           |  |            | 10.02 |   |  |  | 9.01   |    |  |  | 10.75 |  
|                                                              
|                                                              
|                                                              
|                                                              
|Risk-based capital  Bank                                      |  |                | 11.94  |           |  |           | 11.88 |           |  |            | 11.65 |   |  |  | 10.56  |    |  |  | 12.32 |  
|                                                              
|                                                              
|                                                              
|                                                              
|OTHER DATA (at period-end):                                    |  |                |        |           |  |           |       |           |  |            |       |   |  |  |        |    |  |  |       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Number of branch banking offices                               |  |                | 81     |           |  |           | 83    |           |  |            | 70    |   |  |  | 62     |    |  |  | 58    |  
|                                                              
|                                                              
|                                                              
|                                                              
|Number of full-time equivalent employees                       |  |                | 1,019  |           |  |           | 1,151 |           |  |            | 1,297 |   |  |  | 1,733  |    |  |  | 1,702 |  






|    |                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------
|(1) | Ratios prior to 1999 include the commercial banking segment only;
	 non-recurring items not included.

13



---



##### Table of Contents



REPUBLIC BANCSHARES, INC.






QUARTERLY NONPERFORMING ASSET TREND


(unaudited) ($ in thousands)


|                          |                                  |                |        |           |  |           |        |           |  |            |        |        |  |   |        |        |  |   |        |        | 
|------------------------- | -------------------------------- | -------------- | ------ | --------- |  | --------- | ------ | --------- |  | ---------- | ------ | ------ |  | - | ------ | ------ |  | - | ------ | ------ | 
|                          |                                  |               
|                          |                                  | Quarters Ended
|                          |                                  |               
|                          |                                  | Sept. 1999     |        | June 1999 |  | Mar. 1999 |        | Dec. 1998 |  | Sept. 1998
|                          |                                  |                |        |           |  |           |        |           |  |           
|Non-performing loans:     |                                  |                |        |           |  |           |        |           |  |            |        |        |  |   |        |        |  |   |        |       
|                         
|                         
|                         
|                         
|Residential first lien    |                                  | $              | 20,326 |           |  | $         | 25,621 |           |  | $          | 26,398 |        |  | $ | 24,714 |        |  | $ | 20,797 |       
|                         
|                         
|                         
|                         
|Commercial real estate    |                                  |                | 3,749  |           |  |           | 5,483  |           |  |            | 4,764  |        |  |   | 9,699  |        |  |   | 6,647  |       
|                         
|                         
|                         
|                         
|Multifamily residential   |                                  |                |       |           |  |           | 182    |           |  |            | 409    |        |  |   | 183    |        |  |   | 186    |       
|                         
|                         
|                         
|                         
|Commercial (business)     |                                  |                | 178    |           |  |           | 950    |           |  |            | 1,386  |        |  |   | 1,312  |        |  |   | 649    |       
|                         
|                         
|                         
|                         
|Home equity               |                                  |                | 440    |           |  |           | 872    |           |  |            | 1,085  |        |  |   | 713    |        |  |   | 320    |       
|                         
|                         
|                         
|                         
|Consumer & other          |                                  |                | 83     |           |  |           | 72     |           |  |            | 160    |        |  |   | 203    |        |  |   | 351    |       
|                         
|                         
|                         
|                         
|High LTV                  |                                  |                | 1,249  |           |  |           | 808    |           |  |            | 464    |        |  |   |       |        |  |   | 290    |       
|                          |                                  |                |        |           |  |           |        |           |  |            |        |        |  |   |        |        |  |   |        |       
|                          | Total nonperforming loans(1)     |                |        | 26,025    |  |           |        | 33,988    |  |            |        | 34,666 |  |   |        | 36,824 |  |   |        | 29,240 | 
|                         
|                         
|                         
|                         
|                          | Total nonperforming other assets |                |        | 761       |  |           |        | 820       |  |            |        | 901    |  |   |        | 1,010  |  |   |        | 1,091  | 
|                         
|                         
|                         
|                         
|Other real estate:        |                                  |                |        |           |  |           |        |           |  |            |        |        |  |   |        |        |  |   |        |       
|                         
|                         
|                         
|                         
|Residential               |                                  |                | 3,568  |           |  |           | 3,176  |           |  |            | 3,567  |        |  |   | 3,069  |        |  |   | 3,058  |       
|                         
|                         
|                         
|                         
|Commercial  build & sell |                                  |                |       |           |  |           |       |           |  |            | 620    |        |  |   | 884    |        |  |   | 2,004  |       
|                         
|                         
|                         
|                         
|Commercial  bulk sale    |                                  |                | 2,279  |           |  |           | 1,221  |           |  |            | 2,109  |        |  |   | 998    |        |  |   | 981    |       
|                          |                                  |                |        |           |  |           |        |           |  |            |        |        |  |   |        |        |  |   |        |       
|                          | Total ORE                        |                |        | 5,847     |  |           |        | 4,397     |  |            |        | 6,296  |  |   |        | 4,951  |  |   |        | 6,043  | 
|                         
|                         
|                         
|                         
|                          | Total nonperforming assets       |                | $      | 32,633    |  |           | $      | 39,205    |  |            | $      | 41,863 |  |   | $      | 42,785 |  |   | $      | 36,374 | 
|                          |                                  |                |        |           |  |           |        |           |  |            |        |        |  |   |        |        |  |   |        |       






|    |                                                                             
|--- | ----------------------------------------------------------------------------
|(1) | Represents all loans on nonaccrual and all loans 90 days and
	 over past due

|                                                  |                                    |       |       |        |        |   |      |        |        |   |      |        |        |   |       |        |        |   |      |        |        |  
|------------------------------------------------- | ---------------------------------- | ----- | ----- | ------ | ------ | - | ---- | ------ | ------ | - | ---- | ------ | ------ | - | ----- | ------ | ------ | - | ---- | ------ | ------ | -
|                                                 
|                                                 
|                                                 
|                                                 
|Memorandum:                                       |                                    |       |       |        |        |   |      |        |        |   |      |        |        |   |       |        |        |   |      |       
|                                                 
|                                                 
|                                                 
|                                                 
|Past due 90+ days  still accruing (incl. above)  |                                    | $     | 1,273 |        |        | $ | 41   |        |        | $ | 289  |        |        | $ | 1,232 |        |        | $ | 266  |       
|                                                 
|                                                 
|                                                 
|                                                 
|Nonperforming loans/portfolio loans               |                                    |       | 1.39  | %      |        |   | 1.81 | %      |        |   | 1.89 | %      |        |   | 1.94  | %      |        |   | 2.04 | %     
|                                                 
|                                                 
|                                                 
|                                                 
|Nonperforming assets/assets                       |                                    |       | 1.30  |        |        |   | 1.52 |        |        |   | 1.68 |        |        |   | 1.71  |        |        |   | 1.48 |       
|                                                 
|                                                 
|                                                 
|                                                 
|ORE/assets                                        |                                    |       | .23   |        |        |   | 0.17 |        |        |   | 0.25 |        |        |   | 0.20  |        |        |   | 0.25 |       
|                                                 
|                                                 
|                                                 
|                                                 
|Loan loss allowance to nonperforming loans:       |                                    |       |       |        |        |   |      |        |        |   |      |        |        |   |       |        |        |   |      |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Originated portfolio               |       |       | 121.52 | %      |   |      | 85.79  | %      |   |      | 80.87  | %      |   |       | 74.71  | %      |   |      | 71.32  | %     
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | July 1997 Purchase                 |       |       | 35.21  |        |   |      | 34.03  |        |   |      | 27.01  |        |   |       | 35.70  |        |   |      | 35.22  |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | March 1995 Purchase                |       |       | 153.85 |        |   |      | 128.73 |        |   |      | 111.62 |        |   |       | 108.06 |        |   |      | 111.62 |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | CrossLand portfolio                |       |       | 42.90  |        |   |      | 43.31  |        |   |      | 41.65  |        |   |       | 43.50  |        |   |      | 50.80  |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Other purchased portfolios         |       |       | 36.56  |        |   |      | 26.92  |        |   |      | 79.86  |        |   |       | 113.69 |        |   |      | 45.08  |       
|                                                  |                                    |       |       |        |        |   |      |        |        |   |      |        |        |   |       |        |        |   |      |       
|                                                  |                                    | Total |       |        | 108.32 | % |      |        | 77.11  | % |      |        | 79.16  | % |       |        | 74.21  | % |      |        | 68.26  | %
|                                                  |                                    |       |       |        |        |   |      |        |        |   |      |        |        |   |       |        |        |   |      |       
|Other loan delinquency data
	30-89 days past due: |                                    |       |       |        |        |   |      |        |        |   |      |        |        |   |       |        |        |   |      |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Residential                        |       | $     | 14,180 |        |   | $    | 13,782 |        |   | $    | 12,553 |        |   | $     | 17,032 |        |   | $    | 18,496 |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Commercial real estate/multifamily |       |       | 314    |        |   |      | 4,140  |        |   |      | 6,958  |        |   |       | 7,128  |        |   |      | 7,583  |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Commercial (business)              |       |       | 1,535  |        |   |      | 1,872  |        |   |      | 1,540  |        |   |       | 2,082  |        |   |      | 1,101  |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Home equity                        |       |       | 1,399  |        |   |      | 3,082  |        |   |      | 1,228  |        |   |       | 1,218  |        |   |      | 598    |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Consumer & other                   |       |       | 491    |        |   |      | 293    |        |   |      | 453    |        |   |       | 720    |        |   |      | 519    |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | High LTV                           |       |       | 2,253  |        |   |      | 1,265  |        |   |      | 1,935  |        |   |       | 1,485  |        |   |      | 1,231  |       
|                                                  |                                    |       |       |        |        |   |      |        |        |   |      |        |        |   |       |        |        |   |      |       
|                                                  |                                    | Total |       | $      | 20,172 |   |      | $      | 24,434 |   |      | $      | 24,667 |   |       | $      | 29,665 |   |      | $      | 29,528 |  
|                                                  |                                    |       |       |        |        |   |      |        |        |   |      |        |        |   |       |        |        |   |      |       

14



---



##### Table of Contents



REPUBLIC BANCSHARES, INC.






QUARTERLY CREDIT LOSS EXPERIENCE


(unaudited) ($ in thousands)


|                                                              |       |                |         |           |   |           |         |           |   |            |         |           |   |   |         |           |   |   |         |           |  
|------------------------------------------------------------- | ----- | -------------- | ------- | --------- | - | --------- | ------- | --------- | - | ---------- | ------- | --------- | - | - | ------- | --------- | - | - | ------- | --------- | -
|                                                              |       |               
|                                                              |       | Quarters Ended
|                                                              |       |               
|                                                              |       | Sept. 1999     |         | June 1999 |   | Mar. 1999 |         | Dec. 1998 |   | Sept. 1998
|                                                              |       |                |         |           |   |           |         |           |   |           
|Daily average loans outstanding:                              |       |                |         |           |   |           |         |           |   |            |         |           |   |   |         |           |   |   |         |          
|                                                             
|                                                             
|                                                             
|                                                             
|Residential                                                   |       | $              | 853,691 |           |   | $         | 880,883 |           |   | $          | 976,233 |           |   | $ | 962,492 |           |   | $ | 883,735 |          
|                                                             
|                                                             
|                                                             
|                                                             
|Commercial real estate/multifamily                            |       |                | 641,950 |           |   |           | 622,678 |           |   |            | 629,870 |           |   |   | 592,009 |           |   |   | 556,171 |          
|                                                             
|                                                             
|                                                             
|                                                             
|Commercial (business)                                         |       |                | 186,616 |           |   |           | 180,263 |           |   |            | 197,055 |           |   |   | 188,348 |           |   |   | 152,522 |          
|                                                             
|                                                             
|                                                             
|                                                             
|Home equity                                                   |       |                | 65,318  |           |   |           | 69,511  |           |   |            | 72,702  |           |   |   | 67,858  |           |   |   | 53,280  |          
|                                                             
|                                                             
|                                                             
|                                                             
|Consumer & other                                              |       |                | 30,193  |           |   |           | 30,254  |           |   |            | 32,476  |           |   |   | 34,576  |           |   |   | 29,795  |          
|                                                             
|                                                             
|                                                             
|                                                             
|High LTV                                                      |       |                | 102,674 |           |   |           | 106,168 |           |   |            | 113,113 |           |   |   | 107,379 |           |   |   | 230,937 |          
|                                                              |       |                |         |           |   |           |         |           |   |            |         |           |   |   |         |           |   |   |         |          
|                                                              | Total |                | $       | 1,880,442 |   |           | $       | 1,889,757 |   |            | $       | 2,021,449 |   |   | $       | 1,952,662 |   |   | $       | 1,906,440 |  
|                                                              |       |                |         |           |   |           |         |           |   |            |         |           |   |   |         |           |   |   |         |          
|Allowance for loan losses at beginning of period              |       | $              | 26,209  |           |   | $         | 27,442  |           |   | $          | 28,077  |           |   | $ | 20,530  |           |   | $ | 21,505  |          
|                                                             
|                                                             
|                                                             
|                                                             
|Loan discount (net) allocated to (from) purchased
	portfolios |       |                |        |           |   |           |        |           |   |            |        |           |   |   |        |           |   |   | (3,262  | )        
|                                                             
|                                                             
|                                                             
|                                                             
|Provision for loan losses                                     |       |                | 3,871   |           |   |           | 1,410   |           |   |            | 1,522   |           |   |   | 8,305   |           |   |   | 4,340   |          
|                                                             
|                                                             
|                                                             
|                                                             
|Acquired reserve  purchased loans                            |       |                |        |           |   |           | 275     |           |   |            |        |           |   |   |        |           |   |   |        |          
|                                                             
|                                                             
|                                                             
|                                                             
|Charge-offs:                                                  |       |                |         |           |   |           |         |           |   |            |         |           |   |   |         |           |   |   |         |          
|                                                             
|                                                             
|                                                             
|                                                             
|Residential                                                   |       |                | (794    | )         |   |           | (678    | )         |   |            | (709    | )         |   |   | (328    | )         |   |   | (772    | )        
|                                                             
|                                                             
|                                                             
|                                                             
|Commercial real estate/multifamily                            |       |                | (20     | )         |   |           | (634    | )         |   |            | (17     | )         |   |   |        |           |   |   |        |          
|                                                             
|                                                             
|                                                             
|                                                             
|Commercial (business)                                         |       |                | (78     | )         |   |           | (176    | )         |   |            | (6      | )         |   |   | (129    | )         |   |   | (1,057  | )        
|                                                             
|                                                             
|                                                             
|                                                             
|Home equity                                                   |       |                | (312    | )         |   |           | (433    | )         |   |            | (32     | )         |   |   | (6      | )         |   |   |        |          
|                                                             
|                                                             
|                                                             
|                                                             
|Consumer                                                      |       |                | (96     | )         |   |           | (140    | )         |   |            | (188    | )         |   |   | (160    | )         |   |   | (181    | )        
|                                                             
|                                                             
|                                                             
|                                                             
|Other                                                         |       |                | (77     | )         |   |           | (35     | )         |   |            | (160    | )         |   |   | (268    | )         |   |   | (104    | )        
|                                                             
|                                                             
|                                                             
|                                                             
|High LTV                                                      |       |                | (820    | )         |   |           | (1,468  | )         |   |            | (1,406  | )         |   |   |        |           |   |   |        |          
|                                                              |       |                |         |           |   |           |         |           |   |            |         |           |   |   |         |           |   |   |         |          
|                                                              | Total |                |         | (2,197    | ) |           |         | (3,564    | ) |            |         | (2,518    | ) |   |         | (891      | ) |   |         | (2,114    | )
|                                                             
|                                                             
|                                                             
|                                                             
|Recoveries:                                                   |       |                |         |           |   |           |         |           |   |            |         |           |   |   |         |           |   |   |         |          
|                                                             
|                                                             
|                                                             
|                                                             
|Residential                                                   |       |                | 110     |           |   |           | 559     |           |   |            | 25      |           |   |   | 55      |           |   |   | 17      |          
|                                                             
|                                                             
|                                                             
|                                                             
|Commercial real estate/multifamily                            |       |                | 2       |           |   |           | 3       |           |   |            | 5       |           |   |   |        |           |   |   |        |          
|                                                             
|                                                             
|                                                             
|                                                             
|Commercial (business)                                         |       |                | 44      |           |   |           | 16      |           |   |            | 111     |           |   |   | 7       |           |   |   | 19      |          
|                                                             
|                                                             
|                                                             
|                                                             
|Home equity                                                   |       |                | 21      |           |   |           | 6       |           |   |            |        |           |   |   | 12      |           |   |   |        |          
|                                                             
|                                                             
|                                                             
|                                                             
|Consumer                                                      |       |                | 29      |           |   |           | 35      |           |   |            | 43      |           |   |   | 36      |           |   |   | 18      |          
|                                                             
|                                                             
|                                                             
|                                                             
|Other                                                         |       |                | 16      |           |   |           | 7       |           |   |            | 80      |           |   |   | 23      |           |   |   | 7       |          
|                                                             
|                                                             
|                                                             
|                                                             
|High LTV                                                      |       |                | 84      |           |   |           | 20      |           |   |            | 97      |           |   |   |        |           |   |   |        |          
|                                                              |       |                |         |           |   |           |         |           |   |            |         |           |   |   |         |           |   |   |         |          
|                                                              | Total |                |         | 306       |   |           |         | 646       |   |            |         | 361       |   |   |         | 133       |   |   |         | 61        |  
|                                                             
|                                                             
|                                                             
|                                                             
|Net (charge-offs) recoveries:                                 |       |                |         |           |   |           |         |           |   |            |         |           |   |   |         |           |   |   |         |          
|                                                             
|                                                             
|                                                             
|                                                             
|Residential                                                   |       |                | (684    | )         |   |           | (119    | )         |   |            | (684    | )         |   |   | (273    | )         |   |   | (755    | )        
|                                                             
|                                                             
|                                                             
|                                                             
|Commercial real estate/multifamily                            |       |                | (18     | )         |   |           | (631    | )         |   |            | (12     | )         |   |   |        |           |   |   |        |          
|                                                             
|                                                             
|                                                             
|                                                             
|Commercial (business)                                         |       |                | (34     | )         |   |           | (160    | )         |   |            | 105     |           |   |   | (122    | )         |   |   | (1,038  | )        
|                                                             
|                                                             
|                                                             
|                                                             
|Home equity                                                   |       |                | (291    | )         |   |           | (427    | )         |   |            | (32     | )         |   |   | 6       |           |   |   |        |          
|                                                             
|                                                             
|                                                             
|                                                             
|Consumer                                                      |       |                | (67     | )         |   |           | (105    | )         |   |            | (145    | )         |   |   | (124    | )         |   |   | (163    | )        
|                                                             
|                                                             
|                                                             
|                                                             
|Other                                                         |       |                | (61     | )         |   |           | (28     | )         |   |            | (80     | )         |   |   | (245    | )         |   |   | (97     | )        
|                                                             
|                                                             
|                                                             
|                                                             
|High LTV                                                      |       |                | (736    | )         |   |           | (1,448  | )         |   |            | (1,309  | )         |   |   |        |           |   |   |        |          
|                                                              |       |                |         |           |   |           |         |           |   |            |         |           |   |   |         |           |   |   |         |          
|                                                              | Total |                |         | (1,891    | ) |           |         | (2,918    | ) |            |         | (2,157    | ) |   |         | (758      | ) |   |         | (2,053    | )
|                                                              |       |                |         |           |   |           |         |           |   |            |         |           |   |   |         |           |   |   |         |          
|Allowance for loan losses at end of period                    |       | $              | 28,189  |           |   | $         | 26,209  |           |   | $          | 27,442  |           |   | $ | 28,077  |           |   | $ | 20,530  |          
|                                                              |       |                |         |           |   |           |         |           |   |            |         |           |   |   |         |           |   |   |         |          

15



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##### Table of Contents



REPUBLIC BANCSHARES, INC.


QUARTERLY CREDIT LOSS EXPERIENCE  (Continued)

|                                                              |       |                |      |           |   |           |      |           |   |            |      |     |   |  |      |     |   |  |      |     |  
|------------------------------------------------------------- | ----- | -------------- | ---- | --------- | - | --------- | ---- | --------- | - | ---------- | ---- | --- | - |  | ---- | --- | - |  | ---- | --- | -
|                                                              |       |               
|                                                              |       | Quarters Ended
|                                                              |       |               
|                                                              |       | Sept. 1999     |      | June 1999 |   | Mar. 1999 |      | Dec. 1998 |   | Sept. 1998
|                                                              |       |                |      |           |   |           |      |           |   |           
|Net charge-offs (recoveries) to average loans 
	 annualized: |       |                |      |           |   |           |      |           |   |            |      |     |   |  |      |     |   |  |      |    
|                                                             
|                                                             
|                                                             
|                                                             
|Residential                                                   |       |                | .32  | %         |   |           | .05  | %         |   |            | .28  | %   |   |  | .12  | %   |   |  | .36  | %  
|                                                             
|                                                             
|                                                             
|                                                             
|Commercial real estate/multifamily                            |       |                | .01  |           |   |           | .47  |           |   |            | .01  |     |   |  |     |     |   |  |     |    
|                                                             
|                                                             
|                                                             
|                                                             
|Commercial (business)                                         |       |                | .07  |           |   |           | .36  |           |   |            | (.20 | )   |   |  | .24  |     |   |  | .03  |    
|                                                             
|                                                             
|                                                             
|                                                             
|Home equity                                                   |       |                | 1.78 |           |   |           | 2.46 |           |   |            | .16  |     |   |  | (.04 | )   |   |  |     |    
|                                                             
|                                                             
|                                                             
|                                                             
|Consumer & other                                              |       |                | .89  |           |   |           | 1.39 |           |   |            | 1.80 |     |   |  | 1.44 |     |   |  | 2.20 |    
|                                                             
|                                                             
|                                                             
|                                                             
|High LTV                                                      |       |                | 2.87 |           |   |           | 5.46 |           |   |            | 4.64 |     |   |  |     |     |   |  |     |    
|                                                              |       |                |      |           |   |           |      |           |   |            |      |     |   |  |      |     |   |  |      |    
|                                                              | Total |                |      | .40       | % |           |      | .62       | % |            |      | .44 | % |  |      | .16 | % |  |      | .44 | %
|                                                              |       |                |      |           |   |           |      |           |   |            |      |     |   |  |      |     |   |  |      |    

16



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##### Table of Contents






Item  2.  Managements Discussion and
Analysis of Financial Condition and Results of Operations

Comparison of Balance Sheets at September 30, 1999 and
December 31, 1998

Overview

Total assets were $2.5 billion at September 30, 1999, a
$11.4 million increase from the amount at December 31, 1998.
 The mix of the Companys asset base changed substantially
as the Company sold its December 1998 inventory of loans held for
 sale and reinvested those funds into U.S. Treasury and
mortgage-backed securities. At September 30, 1999, the
Company no longer maintained an inventory of loans held for sale.

In September 1999, the Company completed a private placement to
accredited investors of $15.0 million of its 7.0% convertible
subordinated debentures (the Debentures). Each $1,000
 principal amount of the Debentures are convertible at any time
by the holder into 55.55556 shares of the Companys $2.00
par value common stock. The resulting conversion price of $18.00
per share represented a premium of approximately 22% over the
$14.75 September 22, 1999 closing price of the
Companys common stock on the Nasdaq National Market. The
Debentures are redeemable by the Company at any time after
October 1, 2004 at a premium of 106% with the premium
declining 1% per year thereafter. The Debentures may also be
redeemed at the Companys option if the closing price of the
 Companys common stock equals or exceeds $23.40 for 20
consecutive trading days.

In addition, the Company refinanced its $7.0 million of debt to
its directors. Approximately $4.3 million of the Debentures were
issued to the Companys directors in exchange for an equal
amount of the pre-existing debt, with the balance of the
Debentures being sold to third-party accredited investors. The
$2.7 million balance of the $7.0 million debt to directors not
converted into the Debentures was exchanged for an equal
principal amount of non-convertible term subordinated debt (the
Term Debt). Both the Debentures and the Term Debt
issued by the Company qualifies as Tier 2 capital under
applicable regulatory capital guidelines.

The Company paid down the principal amount of its $25.0 million
loan from SunTrust Bank, N.A. by $15 million to a balance of $10
million. The $10.9 million of net proceeds from sale of the
Debentures, after deducting offering costs, and the cash received
 from dissolution of the Savings Bank, were used to repay
principal on the SunTrust loan. In connection with the paydown,
SunTrust agreed to extend the remaining portion of its loan to
the Company through March 31, 2001.

Mortgage-Backed and Mortgage-Related Securities

In the nine months ended September 30, 1999, the Company
increased its mortgage securities in the available for sale
category by $244.3 million through the reclassification of $89.3
million of securities from trading assets and by purchases of
securities issued by the Government National Mortgage Association
 (GNMA). Mortgage securities remaining in the trading
 category include: (i) a $10.9 million subordinate tranche
purchased from the Companys securitization of High LTV
Loans in June 1998; (ii) $24.6 million in
overcollateralization and residual interests in cash flows from
securitizations in December 1997 and June 1998; and
(iii) $4.4 million excess servicing interest-only strips.

Loans and Loans Held for Sale

Total loans (including held for portfolio and held for sale)
declined by $213.1 million from $2.08 billion at the prior
year-end to $1.87 billion at September 30, 1999. At
September 30, 1999, the Company had either sold or
transferred to portfolio the $184.2 million of loans held for
sale at December 31, 1998 and no longer maintained an
inventory of loans held for sale. Mortgage loans secured by first
 liens decreased $198.7 million as a result of repayments and
loan sales exceeding new lending activity and repayments to High
LTV Loans reduced that category $15.1 million. The percentage of
portfolio loans and loans held for sale to total assets was 74.2%
 and 83.0% at September 30, 1999 and December 31, 1998,
 respectively.

17



---



##### Table of Contents



Allowance for Loan Losses

The allowance for loan losses amounted to $28.2 million (1.51% of
 portfolio loans) at September 30, 1999, compared with $28.1
 million (1.48% of portfolio loans) at December 31, 1998.
Activity relating to the allowance in 1999 included provisions
for loan losses of $6.8 million, and loan charge-offs (net of
recoveries) of $7.0 million. Of the net amount of charge-offs,
$3.5 million resulted from High LTV Loans taken into portfolio in
 the fourth quarter of 1998.

Nonperforming Assets

Nonperforming assets amounted to $32.6 million (1.30% of total
assets) at September 30, 1999, compared with $42.8 million
(1.71% of total assets) at December 31, 1998. Nonperforming
loans totaled $26.0 million at September 30, 1999, a
decrease of $10.8 million from the prior year-end total of $36.8
million. Nonperforming residential mortgage loans decreased by
$5.2 million. Nonperforming commercial real estate and commercial
 (business) nonperforming loans decreased $8.7 million while
 High LTV nonperformers and nonperforming subprime mortgages
increased $1.2 million and $2.5 million, respectively. ORE
balances increased $896,000 to $5.8 million, primarily from
residential loans taken into foreclosure.

Deposits

Total deposits were $2.2 billion at September 30, 1999, a
$37.2 million increase from the prior year-end. Checking accounts
 (including non-retail deposits such as official checks)
decreased by $21.4 million and savings deposits decreased by
$30.1 million, while certificates of deposit grew by $27.8
million and money market accounts increased by $60.9 million.
Total deposits from the 24 new branches which comprise the
Companys 1998 and 1999 branch expansion program have
increased by $153.5 million from $900,000 at the end of 1998 to
$154.4 million at September 30, 1999.

Stockholders Equity

Stockholders equity was $169.5 million at
September 30, 1999, or 6.73% of total assets, compared to
$163.6 million or 6.53% of total assets at December 31, 1998. At
September 30, 1999, the Banks Tier 1
(leverage) Capital ratio was 6.88%, its Tier 1 (risk-based)
Capital ratio was 10.64%, and its Total Risk-Based Capital ratio
was 11.94%, all in excess of minimum FDIC guidelines for an
institution to be considered a well-capitalized bank.
 The same ratios for the Company were 5.97%, 9.28%, and 11.66%,
respectively.

Comparison of Results of Operations for the Three Months Ended
 September 30, 1999 and 1998

Overview

Net income for the third quarter of 1999 was $3.1 million, or
$.27 per share (on a diluted basis), compared with $7.1 million,
or $.63 per share, on the same basis for the same period in 1998.
 Management estimates that in the third quarter of 1999, the cost
 of the Companys branch expansion program and the cost
associated with discontinuing mortgage production activities
reduced per share earnings by $.06 and $.07, respectively.
Discontinued mortgage production activities contributed $.28 per
share to 1998 earnings.

An analysis of the Companys net income for the quarterly
periods is as follows, using these after-tax components:
(i) base net income (which excludes items ii-iv);
(ii) the contribution from the 24 new branches

18



---



##### Table of Contents





|                                               |                           |                |         |       |  |   |         |       | 
|---------------------------------------------- | ------------------------- | -------------- | ------- | ----- |  | - | ------- | ----- | 
|                                               |                           |               
|                                               |                           | Quarters Ended
|                                               |                           | Sept. 30,     
|                                               |                           |               
|                                               |                           | 1999           |         | 1998 
|                                               |                           |                |         |      
|                                               |                           |               
|                                               |                           | (unaudited)   
|                                              
|                                              
|                                              
|                                              
|Base after-tax net income detail:              |                           |                |         |       |  |   |         |      
|                                              
|                                              
|                                              
|                                              
|Net interest income                            |                           | $              | 14,216  |       |  | $ | 16,676  |      
|                                              
|                                              
|                                              
|                                              
|Loan loss provision                            |                           |                | (2,474  | )     |  |   | (2,749  | )    
|                                              
|                                              
|                                              
|                                              
|Noninterest income                             |                           |                | 3,097   |       |  |   | 2,219   |      
|                                              
|                                              
|                                              
|                                              
|G & A expense                                  |                           |                | (10,518 | )     |  |   | (11,660 | )    
|                                              
|                                              
|                                              
|                                              
|Amortization of goodwill & premium on deposits |                           |                | (618    | )     |  |   | (486    | )    
|                                               |                           |                |         |       |  |   |         |      
|                                               | After-tax base net income |                |         | 3,703 |  |   |         | 4,000 | 
|                                              
|                                              
|                                              
|                                              
|Other after-tax net income (loss) components:  |                           |                |         |       |  |   |         |      
|                                              
|                                              
|                                              
|                                              
|New branches                                   |                           |                | (693    | )     |  |   |        |      
|                                              
|                                              
|                                              
|                                              
|Mortgage production activities                 |                           |                | (828    | )     |  |   | 3,103   |      
|                                              
|                                              
|                                              
|                                              
|Sale of portfolio loans                        |                           |                | 202     |       |  |   | 734     |      
|                                              
|                                              
|                                              
|                                              
|Gain on sale of branch deposits                |                           |                | 685     |       |  |   |        |      
|                                              
|                                              
|                                              
|                                              
|Gain on branch relocation(s)                   |                           |                | 804     |       |  |   |        |      
|                                              
|                                              
|                                              
|                                              
|ORE & other non-operating items                |                           |                | (386    | )     |  |   | (288    | )    
|                                               |                           |                |         |       |  |   |         |      
|Net income before minority interest            |                           |                | 3,487   |       |  |   | 7,549   |      
|                                              
|                                              
|                                              
|                                              
|Minority interest (net of tax)                 |                           |                | (424    | )     |  |   | (424    | )    
|                                               |                           |                |         |       |  |   |         |      
|                                               | Net income                |                | $       | 3,063 |  |   | $       | 7,125 | 
|                                               |                           |                |         |       |  |   |         |      

Analysis of Net Interest Income (see table on page
 16)

Net interest income for the three months ended September 30,
 1999 was $23.4 million compared with $26.3 million for the same
period last year, a $2.9 million (11.3%) decrease. The primary
reason for the decrease was reduced holdings of High LTV Loans,
which typically bear an interest rate in the range of 13%-15%.
Interest income was $48.2 million for the third quarter of 1999,
a decrease of $2.6 million over the same period in 1998. Interest
 expense increased by $350,000. Average asset yield decreased by
125 basis points from 9.23% for the same period of 1998 to 7.98%
for 1999, primarily as a result of a higher investment in
securities and federal funds sold relative to total earning
assets. The average cost of interest-bearing liabilities also
declined by 38 basis points from 4.86% to 4.48%, primarily due to
 reduced reliance on outside borrowings and lower costs for
certificate of deposits. Net interest spread decreased from 4.37%
 for 1998 to 3.50% for 1999 and, net interest margin, which
includes the benefit of noninterest bearing funds, declined from
4.79% for 1998 to 3.85% for 1999.

Noninterest Income (see table on page 17)

Noninterest income for the three months ended September 30,
1999 was $6.6 million compared with $25.8 million for the same
period of 1998, a decrease of $19.1 million. In 1998, income from
 mortgage banking operations and gains on sale of portfolio loans
 were $21.1 million and $1.2 million, respectively. In 1999,
gains on sale of loans was $316,000, a $1.1 million gain was
recorded on sale of branch deposits and a $1.3 million gain was
recorded on relocation of two branch offices. Excluding those
items from 1998 and 1999, noninterest income was $4.9 million for
 the third quarter of 1999 compared to $3.5 million for the same
period last year, an increase of $1.4 million. Loan service fees
increased $892,000, other loan fee income increased $583,000 and
service charges on deposit accounts and other deposit-related fee
 income sources increased $248,000. The following table
summarizes the average yields earned on interest-earning assets
and the average rates paid on interest-bearing liabilities for
the three months ended September 30, 1999 and 1998 (in
thousands):

19



---



##### Table of Contents



|                                        |                                    |                                    |   |           |           |         |        |         |        |          |      |         |      |  |   |           |           |   |        |        |        |  |      |      |      | 
|--------------------------------------- | ---------------------------------- | ---------------------------------- | - | --------- | --------- | ------- | ------ | ------- | ------ | -------- | ---- | ------- | ---- |  | - | --------- | --------- | - | ------ | ------ | ------ |  | ---- | ---- | ---- | 
|                                        |                                    |                                   
|                                        |                                    | Three Months Ended September 30,  
|                                        |                                    |                                   
|                                        |                                    |                                    |   |          
|                                        |                                    | 1999                               |   | 1998     
|                                        |                                    |                                    |   |          
|                                        |                                    | Average                            |   |           |           | Average |        | Average |        |          |      | Average
|                                        |                                    | Balance                            |   | Interest  |           | Rate    |        | Balance |        | Interest |      | Rate   
|                                        |                                    |                                    |   |           |           |         |        |         |        |          |      |        
|Summary of Average Rates                |                                    |                                    |   |           |           |         |        |         |        |          |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|                                       
|                                       
|                                       
|                                       
|Interest earning assets:                |                                    |                                    |   |           |           |         |        |         |        |          |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|                                       
|                                       
|                                       
|                                       
|                                        | Loans, net                         |                                    | $ | 1,880,442 |           |         | $      | 41,089  |        |          |      | 8.62    | %    |  | $ | 1,906,395 |           |   | $      | 46,627 |        |  |      | 9.73 | %   
|                                       
|                                       
|                                       
|                                       
|                                        | Investment securities              |                                    |   | 37,771    |           |         |        | 498     |        |          |      | 5.24    |      |  |   | 41,122    |           |   |        | 644    |        |  |      | 5.50 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Mortgage-backed securities         |                                    |   | 271,973   |           |         |        | 4,232   |        |          |      | 6.22    |      |  |   | 11,055    |           |   |        | 229    |        |  |      | 8.28 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Trading securities                 |                                    |   | 39,974    |           |         |        | 293     |        |          |      | 2.93    |      |  |   | 77,240    |           |   |        | 1,254  |        |  |      | 6.49 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Interest bearing deposits in banks |                                    |   | 10,934    |           |         |        | 138     |        |          |      | 5.01    |      |  |   | 4,764     |           |   |        | 23     |        |  |      | 1.90 |     
|                                       
|                                       
|                                       
|                                       
|                                        | FHLB stock                         |                                    |   | 13,926    |           |         |        | 263     |        |          |      | 7.48    |      |  |   | 11,058    |           |   |        | 207    |        |  |      | 7.44 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Federal funds sold                 |                                    |   | 127,947   |           |         |        | 1,645   |        |          |      | 5.03    |      |  |   | 130,809   |           |   |        | 1,793  |        |  |      | 5.36 |     
|                                        |                                    |                                    |   |           |           |         |        |         |        |          |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|                                        |                                    | Total interest earning assets      |   |           | 2,382,967 |         |        |         | 48,158 |          |      |         | 7.98 |  |   |           | 2,182,443 |   |        |        | 50,777 |  |      |      | 9.23 | 
|                                       
|                                       
|                                       
|                                       
|                                        | Noninterest earning assets         |                                    |   | 165,204   |           |         |        |         |        |          |      |         |      |  |   | 167,653   |           |   |        |        |        |  |      |      |     
|                                        |                                    |                                    |   |           |           |         |        |         |        |          |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|                                        |                                    | Total assets                       |   | $         | 2,548,171 |         |        |         |        |          |      |         |      |  |   | $         | 2,350,096 |   |        |        |        |  |      |      |      | 
|                                        |                                    |                                    |   |           |           |         |        |         |        |          |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|Interest bearing liabilities:           |                                    |                                    |   |           |           |         |        |         |        |          |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|                                       
|                                       
|                                       
|                                       
|                                        | Interest checking                  |                                    | $ | 175,110   |           |         | $      | 333     |        |          |      | .76     | %    |  | $ | 162,406   |           |   | $      | 555    |        |  |      | 1.36 | %   
|                                       
|                                       
|                                       
|                                       
|                                        | Money market                       |                                    |   | 214,635   |           |         |        | 2,024   |        |          |      | 3.74    |      |  |   | 126,428   |           |   |        | 921    |        |  |      | 2.89 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Savings                            |                                    |   | 67,822    |           |         |        | 279     |        |          |      | 1.63    |      |  |   | 73,669    |           |   |        | 416    |        |  |      | 2.24 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Passbook Gold                      |                                    |   | 277,739   |           |         |        | 2,892   |        |          |      | 4.13    |      |  |   | 274,040   |           |   |        | 3,396  |        |  |      | 4.92 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Time deposits                      |                                    |   | 1,391,715 |           |         |        | 18,238  |        |          |      | 5.20    |      |  |   | 1,227,114 |           |   |        | 17,330 |        |  |      | 5.60 |     
|                                       
|                                       
|                                       
|                                       
|                                        | FHLB advances                      |                                    |   |          |           |         |        |        |        |          |      |        |      |  |   | 87,074    |           |   |        | 1,260  |        |  |      | 5.74 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Other borrowings                   |                                    |   | 69,274    |           |         |        | 1,029   |        |          |      | 5.89    |      |  |   | 43,509    |           |   |        | 567    |        |  |      | 5.18 |     
|                                        |                                    |                                    |   |           |           |         |        |         |        |          |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|                                        |                                    | Total interest bearing liabilities |   |           | 2,196,295 |         |        |         | 24,795 |          |      |         | 4.48 |  |   |           | 1,994,240 |   |        |        | 24,445 |  |      |      | 4.86 | 
|                                        |                                    |                                    |   |           |           |         |        |         |        |          |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|                                        | Noninterest bearing liabilities    |                                    |   | 180,115   |           |         |        |         |        |          |      |         |      |  |   | 158,513   |           |   |        |        |        |  |      |      |     
|                                       
|                                       
|                                       
|                                       
|                                        | Stockholders equity               |                                    |   | 171,761   |           |         |        |         |        |          |      |         |      |  |   | 197,343   |           |   |        |        |        |  |      |      |     
|                                        |                                    |                                    |   |           |           |         |        |         |        |          |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|                                        |                                    | Total liabilities and equity       |   | $         | 2,548,171 |         |        |         |        |          |      |         |      |  |   | $         | 2,350,096 |   |        |        |        |  |      |      |      | 
|                                        |                                    |                                    |   |           |           |         |        |         |        |          |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|Net interest income/net interest spread |                                    |                                    |   |           |           | $       | 23,363 |         |        |          | 3.50 | %       |      |  |   |           |           | $ | 26,332 |        |        |  | 4.37 | %   
|                                        |                                    |                                    |   |           |           |         |        |         |        |          |      |         |      |  |   |           |           |   |        |        |        |  |      |     
|Net interest margin                     |                                    |                                    |   |           |           |         |        |         |        |          | 3.85 | %       |      |  |   |           |           |   |        |        |        |  | 4.79 | %   
|                                        |                                    |                                    |   |           |           |         |        |         |        |          |      |         |      |  |   |           |           |   |        |        |        |  |      |     

20



---



##### Table of Contents



|                                           |                                    |                                  |      |        |       |       |        |        |        |   |        |        |        |  
|------------------------------------------ | ---------------------------------- | -------------------------------- | ---- | ------ | ----- | ----- | ------ | ------ | ------ | - | ------ | ------ | ------ | -
|                                           |                                    |                                 
|                                           |                                    | Increase (Decrease) Due to      
|                                           |                                    |                                 
|                                           |                                    | Volume                           |      | Rate   |       | Total
|                                           |                                    |                                  |      |        |       |      
|Changes in Net Interest Income             |                                    |                                  |      |        |       |       |        |        |        |   |        |       
|                                          
|                                          
|                                          
|                                          
|Interest earning assets:                   |                                    |                                  |      |        |       |       |        |        |        |   |        |       
|                                          
|                                          
|                                          
|                                          
|                                           | Loans, net                         |                                  | $    | (1,309 | )     |       | $      | (4,229 | )      |   | $      | (5,538 | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Investment securities              |                                  |      | (116   | )     |       |        | (30    | )      |   |        | (146   | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Mortgage-backed securities         |                                  |      | 4,074  |       |       |        | (71    | )      |   |        | 4,003  |       
|                                          
|                                          
|                                          
|                                          
|                                           | Trading securities                 |                                  |      | (449   | )     |       |        | (512   | )      |   |        | (961   | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Interest bearing deposits in banks |                                  |      | 51     |       |       |        | 64     |        |   |        | 115    |       
|                                          
|                                          
|                                          
|                                          
|                                           | FHLB stock                         |                                  |      | 55     |       |       |        | 1      |        |   |        | 56     |       
|                                          
|                                          
|                                          
|                                          
|                                           | Federal funds sold                 |                                  |      | (39    | )     |       |        | (109   | )      |   |        | (148   | )     
|                                           |                                    |                                  |      |        |       |       |        |        |        |   |        |       
|                                           |                                    | Total change in interest income  |      |        | 2,267 |       |        |        | (4,886 | ) |        |        | (2,619 | )
|                                          
|                                          
|                                          
|                                          
|Interest bearing liabilities:              |                                    |                                  |      |        |       |       |        |        |        |   |        |       
|                                          
|                                          
|                                          
|                                          
|                                           | Interest checking                  |                                  |      | 40     |       |       |        | (262   | )      |   |        | (222   | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Money market                       |                                  |      | 776    |       |       |        | 327    |        |   |        | 1,103  |       
|                                          
|                                          
|                                          
|                                          
|                                           | Savings                            |                                  |      | (31    | )     |       |        | (106   | )      |   |        | (137   | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Passbook Gold                      |                                  |      | 45     |       |       |        | (549   | )      |   |        | (504   | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Time deposits                      |                                  |      | 2,523  |       |       |        | (1,615 | )      |   |        | 908    |       
|                                          
|                                          
|                                          
|                                          
|                                           | FHLB advances                      |                                  |      | (630   | )     |       |        | (630   | )      |   |        | (1,260 | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Other borrowings                   |                                  |      | 511    |       |       |        | (49    | )      |   |        | 462    |       
|                                           |                                    |                                  |      |        |       |       |        |        |        |   |        |       
|                                           |                                    | Total change in interest expense |      |        | 3,234 |       |        |        | (2,884 | ) |        |        | 350    |  
|                                           |                                    |                                  |      |        |       |       |        |        |        |   |        |       
|Increase (decrease) in net interest income |                                    | $                                | (967 | )      |       | $     | (2,002 | )      |        | $ | (2,969 | )     
|                                           |                                    |                                  |      |        |       |       |        |        |        |   |        |       

The following table reflects the components of noninterest income
 for the three months ended September 30, 1999, and 1998 (in
 thousands):

|                                        |                          |                            |       |          |  |            |        |        |  |  |         |         |  
|--------------------------------------- | ------------------------ | -------------------------- | ----- | -------- |  | ---------- | ------ | ------ |  |  | ------- | ------- | -
|                                        |                          |                           
|                                        |                          | For the Three Months Ended
|                                        |                          | Sept. 30,                 
|                                        |                          |                           
|                                        |                          |                            |       | Increase
|                                        |                          | 1999                       |       | 1998     |  | (Decrease)
|                                        |                          |                            |       |          |  |           
|Service charges on deposit accounts     |                          | $                          | 1,393 |          |  | $          | 1,258  |        |  |  | 135     |        
|                                       
|                                       
|                                       
|                                       
|Loan servicing fees                     |                          |                            | 1,412 |          |  |            | 520    |        |  |  | 892     |        
|                                       
|                                       
|                                       
|                                       
|Other loan fee income                   |                          |                            | 1,235 |          |  |            | 652    |        |  |  | 583     |        
|                                       
|                                       
|                                       
|                                       
|Gains on sales of loans, net            |                          |                            | 316   |          |  |            | 1,161  |        |  |  | (845    | )      
|                                       
|                                       
|                                       
|                                       
|Income from mortgage banking operations |                          |                            |      |          |  |            | 21,100 |        |  |  | (21,100 | )      
|                                       
|                                       
|                                       
|                                       
|Income from special purpose corporation |                          |                            |      |          |  |            | 434    |        |  |  | (434    | )      
|                                       
|                                       
|                                       
|                                       
|Gain on sale of securities, net         |                          |                            |      |          |  |            | 92     |        |  |  | (92     | )      
|                                       
|                                       
|                                       
|                                       
|Net trading account (loss) gain         |                          |                            |      |          |  |            | (321   | )      |  |  | 321     |        
|                                       
|                                       
|                                       
|                                       
|Generations Gold fee income             |                          |                            | 379   |          |  |            | 266    |        |  |  | 113     |        
|                                       
|                                       
|                                       
|                                       
|Foreign exchange income                 |                          |                            | 26    |          |  |            | 32     |        |  |  | (6      | )      
|                                       
|                                       
|                                       
|                                       
|Gain on sale of branch deposits         |                          |                            | 1,098 |          |  |            |       |        |  |  | 1,098   |        
|                                       
|                                       
|                                       
|                                       
|Gain on branch relocation(s)            |                          |                            | 1,289 |          |  |            |       |        |  |  | 1,289   |        
|                                       
|                                       
|                                       
|                                       
|Other income                            |                          |                            | 473   |          |  |            | 571    |        |  |  | (98     | )      
|                                        |                          |                            |       |          |  |            |        |        |  |  |         |        
|                                        | Total noninterest income |                            | $     | 7,621    |  |            | $      | 25,765 |  |  | $       | (18,144 | )
|                                        |                          |                            |       |          |  |            |        |        |  |  |         |        

Noninterest Expense

G & A expenses for the third quarter of 1999 were $20.6
million compared with $34.6 million for the same period last
year, a decrease of $14.0 million. Mortgage production expenses
declined $14.9 million and expenses from other areas of the
Companys operation declined $1.5 million, while costs
associated with the branch expansion program were $2.2 million.
Total noninterest expenses, which include G & A expense, were
 $21.7 million for the three months ended September 30, 1999
 compared with $35.8 million for the same period last year.

21



---



##### Table of Contents



The following table reflects the components of noninterest
expense for the three months ended September 30, 1999 and
1998 (in thousands):

|                                                 |                           |                      |       |          |  |            |        |        |  |   |        |         |  
|------------------------------------------------ | ------------------------- | -------------------- | ----- | -------- |  | ---------- | ------ | ------ |  | - | ------ | ------- | -
|                                                 |                           |                     
|                                                 |                           | For the Three Months
|                                                 |                           | Ended Sept. 30,     
|                                                 |                           |                     
|                                                 |                           |                      |       | Increase
|                                                 |                           | 1999                 |       | 1998     |  | (Decrease)
|                                                 |                           |                      |       |          |  |           
|Salaries and benefits                            |                           | $                    | 9,779 |          |  | $          | 13,743 |        |  | $ | (3,964 | )      
|                                                
|                                                
|                                                
|                                                
|Net occupancy expense                            |                           |                      | 4,268 |          |  |            | 3,845  |        |  |   | 423    |        
|                                                
|                                                
|                                                
|                                                
|Advertising                                      |                           |                      | 222   |          |  |            | 4,875  |        |  |   | (4,653 | )      
|                                                
|                                                
|                                                
|                                                
|Data processing fees                             |                           |                      | 1,295 |          |  |            | 882    |        |  |   | 413    |        
|                                                
|                                                
|                                                
|                                                
|FDIC and state assessments                       |                           |                      | 479   |          |  |            | 305    |        |  |   | 174    |        
|                                                
|                                                
|                                                
|                                                
|Telephone expense                                |                           |                      | 406   |          |  |            | 721    |        |  |   | (315   | )      
|                                                
|                                                
|                                                
|                                                
|Legal and professional                           |                           |                      | 445   |          |  |            | 1,013  |        |  |   | (568   | )      
|                                                
|                                                
|                                                
|                                                
|Postage and supplies                             |                           |                      | 921   |          |  |            | 6,466  |        |  |   | (5,545 | )      
|                                                
|                                                
|                                                
|                                                
|Other operating expense                          |                           |                      | 2,800 |          |  |            | 2,765  |        |  |   | 35     |        
|                                                 |                           |                      |       |          |  |            |        |        |  |   |        |        
|                                                 | Total G & A expenses      |                      |       | 20,615   |  |            |        | 34,615 |  |   |        | (14,000 | )
|                                                
|                                                
|                                                
|                                                
|Merger expenses                                  |                           |                      |      |          |  |            | 375    |        |  |   | (375   | )      
|                                                
|                                                
|                                                
|                                                
|Provision for losses on ORE                      |                           |                      |      |          |  |            | 120    |        |  |   | (120   | )      
|                                                
|                                                
|                                                
|                                                
|ORE expense, net of ORE income                   |                           |                      | 76    |          |  |            | (40    | )      |  |   | 116    |        
|                                                
|                                                
|                                                
|                                                
|Amortization of premium on deposits and goodwill |                           |                      | 967   |          |  |            | 767    |        |  |   | 200    |        
|                                                 |                           |                      |       |          |  |            |        |        |  |   |        |        
|                                                 | Total noninterest expense |                      | $     | 21,658   |  |            | $      | 35,837 |  |   | $      | (14,179 | )
|                                                 |                           |                      |       |          |  |            |        |        |  |   |        |        

Noninterest expenses by business function for the three month
periods were as follows:

|                         |       |                      |        |            |  |          |        |        |  |   |         |         |  
|------------------------ | ----- | -------------------- | ------ | ---------- |  | -------- | ------ | ------ |  | - | ------- | ------- | -
|                         |       |                     
|                         |       | For the Three Months
|                         |       | Ended Sept. 30,     
|                         |       |                     
|                         |       |                      |        | (Decrease)
|                         |       | 1999                 |        | 1998       |  | Increase
|                         |       |                      |        |            |  |         
|New branches             |       | $                    | 2,208  |            |  | $        |       |        |  | $ | 2,208   |        
|                        
|                        
|                        
|                        
|Mortgage loan production |       |                      | 1,294  |            |  |          | 16,202 |        |  |   | (14,908 | )      
|                        
|                        
|                        
|                        
|All other units          |       |                      | 18,156 |            |  |          | 19,635 |        |  |   | (1,479  | )      
|                         |       |                      |        |            |  |          |        |        |  |   |         |        
|                         | Total |                      | $      | 21,658     |  |          | $      | 35,837 |  |   | $       | (14,179 | )
|                         |       |                      |        |            |  |          |        |        |  |   |         |        

Comparison of Results of Operations for the Nine Months Ended
September 30, 1999 and 1998

Overview

Net income for the nine months ended September 30, 1999 was
$8.9 million, or $.79 per share (on a diluted basis), compared
with net income of $8.7 million, or $.87 per share, on the same
basis for the same period in 1998. Management estimates that the
cost of the Companys branch expansion program and costs
associated with discontinuing mortgage production activities
reduced per share earnings by $.22 and $.38 per share,
respectively. Discontinued mortgage activities reduced per share
earnings by $.16 in 1998.

The Companys net income for the nine month periods was as
follows, using these components: (i) base net income (which
excludes items ii  iv); (ii) the contribution
from new branches opened in late 1998 and 1999; (iii) direct
 costs of mortgage production activities, net of gains on loans
held for sale; and (iv) other unusual or infrequently
occurring items; ($ in thousands, net of tax effect).

22



---



##### Table of Contents



|                                               |                           |                   |         |        |  |   |         |        | 
|---------------------------------------------- | ------------------------- | ----------------- | ------- | ------ |  | - | ------- | ------ | 
|                                               |                           |                  
|                                               |                           | Nine Months Ended
|                                               |                           | Sept. 30,        
|                                               |                           |                  
|                                               |                           | 1999              |         | 1998  
|                                               |                           |                   |         |       
|                                               |                           |                  
|                                               |                           | (unaudited)      
|                                              
|                                              
|                                              
|                                              
|Base net income detail:                        |                           |                   |         |        |  |   |         |       
|                                              
|                                              
|                                              
|                                              
|Net interest income                            |                           | $                 | 41,405  |        |  | $ | 38,794  |       
|                                              
|                                              
|                                              
|                                              
|Loan loss provision                            |                           |                   | (4,275  | )      |  |   | (3,726  | )     
|                                              
|                                              
|                                              
|                                              
|Noninterest income                             |                           |                   | 9,131   |        |  |   | 6,223   |       
|                                              
|                                              
|                                              
|                                              
|G & A expense                                  |                           |                   | (31,033 | )      |  |   | (30,445 | )     
|                                              
|                                              
|                                              
|                                              
|Amortization of goodwill & premium on deposits |                           |                   | (1,834  | )      |  |   | (680    | )     
|                                               |                           |                   |         |        |  |   |         |       
|                                               | After-tax base net income |                   |         | 13,394 |  |   |         | 10,166 | 
|                                              
|                                              
|                                              
|                                              
|Other after-tax net income (loss) components:  |                           |                   |         |        |  |   |         |       
|                                              
|                                              
|                                              
|                                              
|New branches                                   |                           |                   | (2,467  | )      |  |   |        |       
|                                              
|                                              
|                                              
|                                              
|Mortgage production activities                 |                           |                   | (4,251  | )      |  |   | (1,592  | )     
|                                              
|                                              
|                                              
|                                              
|Sale of portfolio loans                        |                           |                   | 2,220   |        |  |   | 1,927   |       
|                                              
|                                              
|                                              
|                                              
|Gain on sale of branch deposits                |                           |                   | 685     |        |  |   |        |       
|                                              
|                                              
|                                              
|                                              
|Gain on branch relocation                      |                           |                   | 804     |        |  |   |        |       
|                                              
|                                              
|                                              
|                                              
|ORE & other non-operating items                |                           |                   | (215    | )      |  |   | (558    | )     
|                                               |                           |                   |         |        |  |   |         |       
|Net income before minority interest            |                           |                   | 10,170  |        |  |   | 9,943   |       
|                                              
|                                              
|                                              
|                                              
|Minority interest (net of tax)                 |                           |                   | (1,265  | )      |  |   | (1,267  | )     
|                                               |                           |                   |         |        |  |   |         |       
|                                               | Net income                |                   | $       | 8,905  |  |   | $       | 8,676  | 
|                                               |                           |                   |         |        |  |   |         |       

Analysis of Net Interest Income (see table on page
 19)

Net interest income for the nine months ended September 30,
1999 was $68.6 million compared with $62.8 million for the same
period last year, a $5.8 million (9.2%) increase. Interest income
 was $141.8 million for the first nine months of 1999, an
increase of $14.7 million over the same period in 1998. Interest
expense increased by $8.9 million. Average asset yield decreased
by 78 basis points from 8.81% for the same period in 1998 to
8.03% for 1999, primarily as a result of a change in asset mix to
 a higher investment in securities and federal funds and a lesser
 concentration in residential and High LTV Loans held-for-sale.
The average cost of interest-bearing liabilities also declined by
 36 basis points from 4.89% to 4.53%, primarily due to reduced
reliance on outside borrowings and lower costs for certificates
of deposits. As a result, net interest spread decreased 42 basis
points from 3.92% for 1998 to 3.50% for 1999 and net interest
margin, which includes the benefit of noninterest bearing funds,
declined by 47 basis points from 4.32% for 1998 to 3.85% for
1999.

23



---



##### Table of Contents



The following table summarizes the average yields earned on
interest-earning assets and the average rates paid on
interest-bearing liabilities for the nine months ended
September 30, 1999 and 1998 (in thousands):

|                                        |                                    |                                    |   |           |           |         |        |         |         |          |      |         |      |  |   |           |           |   |        |         |         |  |      |      |      | 
|--------------------------------------- | ---------------------------------- | ---------------------------------- | - | --------- | --------- | ------- | ------ | ------- | ------- | -------- | ---- | ------- | ---- |  | - | --------- | --------- | - | ------ | ------- | ------- |  | ---- | ---- | ---- | 
|                                        |                                    |                                   
|                                        |                                    | Nine Months Ended September 30,   
|                                        |                                    |                                   
|                                        |                                    |                                    |   |          
|                                        |                                    | 1999                               |   | 1998     
|                                        |                                    |                                    |   |          
|                                        |                                    | Average                            |   |           |           | Average |        | Average |         |          |      | Average
|                                        |                                    | Balance                            |   | Interest  |           | Rate    |        | Balance |         | Interest |      | Rate   
|                                        |                                    |                                    |   |           |           |         |        |         |         |          |      |        
|Summary of Average Rates                |                                    |                                    |   |           |           |         |        |         |         |          |      |         |      |  |   |           |           |   |        |         |         |  |      |     
|                                       
|                                       
|                                       
|                                       
|Interest earning assets:                |                                    |                                    |   |           |           |         |        |         |         |          |      |         |      |  |   |           |           |   |        |         |         |  |      |     
|                                       
|                                       
|                                       
|                                       
|                                        | Loans, net                         |                                    | $ | 1,930,517 |           |         | $      | 125,122 |         |          |      | 8.59    | %    |  | $ | 1,713,715 |           |   | $      | 118,064 |         |  |      | 9.15 | %   
|                                       
|                                       
|                                       
|                                       
|                                        | Investment securities              |                                    |   | 39,177    |           |         |        | 1,524   |         |          |      | 5.20    |      |  |   | 38,855    |           |   |        | 1,828   |         |  |      | 6.29 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Mortgage-backed securities         |                                    |   | 177,418   |           |         |        | 8,151   |         |          |      | 6.13    |      |  |   | 23,133    |           |   |        | 1,215   |         |  |      | 7.00 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Trading securities                 |                                    |   | 62,838    |           |         |        | 1,932   |         |          |      | 4.10    |      |  |   | 49,539    |           |   |        | 2,270   |         |  |      | 6.11 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Interest bearing deposits in banks |                                    |   | 9,706     |           |         |        | 334     |         |          |      | 4.61    |      |  |   | 2,859     |           |   |        | 65      |         |  |      | 3.04 |     
|                                       
|                                       
|                                       
|                                       
|                                        | FHLB stock                         |                                    |   | 13,108    |           |         |        | 730     |         |          |      | 7.45    |      |  |   | 11,399    |           |   |        | 627     |         |  |      | 7.36 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Federal funds sold                 |                                    |   | 109,856   |           |         |        | 4,009   |         |          |      | 4.81    |      |  |   | 75,463    |           |   |        | 2,990   |         |  |      | 5.22 |     
|                                        |                                    |                                    |   |           |           |         |        |         |         |          |      |         |      |  |   |           |           |   |        |         |         |  |      |     
|                                        |                                    | Total interest earning assets      |   |           | 2,342,620 |         |        |         | 141,802 |          |      |         | 8.03 |  |   |           | 1,914,963 |   |        |         | 127,059 |  |      |      | 8.81 | 
|                                       
|                                       
|                                       
|                                       
|                                        | Noninterest earning assets         |                                    |   | 169,208   |           |         |        |         |         |          |      |         |      |  |   | 128,851   |           |   |        |         |         |  |      |      |     
|                                        |                                    |                                    |   |           |           |         |        |         |         |          |      |         |      |  |   |           |           |   |        |         |         |  |      |     
|                                        |                                    | Total assets                       |   | $         | 2,511,828 |         |        |         |         |          |      |         |      |  |   | $         | 2,043,814 |   |        |         |         |  |      |      |      | 
|                                        |                                    |                                    |   |           |           |         |        |         |         |          |      |         |      |  |   |           |           |   |        |         |         |  |      |     
|Interest bearing liabilities:           |                                    |                                    |   |           |           |         |        |         |         |          |      |         |      |  |   |           |           |   |        |         |         |  |      |     
|                                       
|                                       
|                                       
|                                       
|                                        | Interest checking                  |                                    | $ | 177,951   |           |         | $      | 1,017   |         |          |      | .76     | %    |  | $ | 146,216   |           |   | $      | 1,720   |         |  |      | 1.57 | %   
|                                       
|                                       
|                                       
|                                       
|                                        | Money market                       |                                    |   | 194,755   |           |         |        | 5,463   |         |          |      | 3.75    |      |  |   | 84,202    |           |   |        | 1,417   |         |  |      | 2.25 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Savings                            |                                    |   | 70,427    |           |         |        | 881     |         |          |      | 1.67    |      |  |   | 61,527    |           |   |        | 1,003   |         |  |      | 2.18 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Passbook Gold                      |                                    |   | 285,644   |           |         |        | 8,924   |         |          |      | 4.18    |      |  |   | 263,918   |           |   |        | 9,702   |         |  |      | 4.92 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Time deposits                      |                                    |   | 1,356,837 |           |         |        | 53,754  |         |          |      | 5.30    |      |  |   | 1,024,632 |           |   |        | 42,993  |         |  |      | 5.61 |     
|                                       
|                                       
|                                       
|                                       
|                                        | FHLB advances                      |                                    |   | 4,231     |           |         |        | 157     |         |          |      | 4.95    |      |  |   | 139,840   |           |   |        | 6,084   |         |  |      | 5.82 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Other borrowings                   |                                    |   | 73,047    |           |         |        | 3,057   |         |          |      | 5.59    |      |  |   | 36,327    |           |   |        | 1,386   |         |  |      | 5.10 |     
|                                        |                                    |                                    |   |           |           |         |        |         |         |          |      |         |      |  |   |           |           |   |        |         |         |  |      |     
|                                        |                                    | Total interest bearing liabilities |   |           | 2,162,892 |         |        |         | 73,253  |          |      |         | 4.53 |  |   |           | 1,756,662 |   |        |         | 64,306  |  |      |      | 4.89 | 
|                                        |                                    |                                    |   |           |           |         |        |         |         |          |      |         |      |  |   |           |           |   |        |         |         |  |      |     
|                                        | Noninterest bearing liabilities    |                                    |   | 182,474   |           |         |        |         |         |          |      |         |      |  |   | 141,481   |           |   |        |         |         |  |      |      |     
|                                       
|                                       
|                                       
|                                       
|                                        | Stockholders equity               |                                    |   | 166,462   |           |         |        |         |         |          |      |         |      |  |   | 145,671   |           |   |        |         |         |  |      |      |     
|                                        |                                    |                                    |   |           |           |         |        |         |         |          |      |         |      |  |   |           |           |   |        |         |         |  |      |     
|                                        |                                    | Total liabilities and equity       |   | $         | 2,511,828 |         |        |         |         |          |      |         |      |  |   | $         | 2,043,814 |   |        |         |         |  |      |      |      | 
|                                        |                                    |                                    |   |           |           |         |        |         |         |          |      |         |      |  |   |           |           |   |        |         |         |  |      |     
|Net interest income/net interest spread |                                    |                                    |   |           |           | $       | 68,549 |         |         |          | 3.50 | %       |      |  |   |           |           | $ | 62,754 |         |         |  | 3.92 | %   
|                                        |                                    |                                    |   |           |           |         |        |         |         |          |      |         |      |  |   |           |           |   |        |         |         |  |      |     
|Net interest margin                     |                                    |                                    |   |           |           |         |        |         |         |          | 3.85 | %       |      |  |   |           |           |   |        |         |         |  | 4.32 | %   
|                                        |                                    |                                    |   |           |           |         |        |         |         |          |      |         |      |  |   |           |           |   |        |         |         |  |      |     

|                                           |                                    |                                  |       |        |        |       |       |        |        |   |       |        |        | 
|------------------------------------------ | ---------------------------------- | -------------------------------- | ----- | ------ | ------ | ----- | ----- | ------ | ------ | - | ----- | ------ | ------ | 
|                                           |                                    |                                 
|                                           |                                    | Increase (Decrease) Due to      
|                                           |                                    |                                 
|                                           |                                    | Volume                           |       | Rate   |        | Total
|                                           |                                    |                                  |       |        |        |      
|Changes in Net Interest Income             |                                    |                                  |       |        |        |       |       |        |        |   |       |       
|                                          
|                                          
|                                          
|                                          
|Interest earning assets:                   |                                    |                                  |       |        |        |       |       |        |        |   |       |       
|                                          
|                                          
|                                          
|                                          
|                                           | Loans, net                         |                                  | $     | 11,669 |        |       | $     | (4,611 | )      |   | $     | 7,058  |       
|                                          
|                                          
|                                          
|                                          
|                                           | Investment securities              |                                  |       | 196    |        |       |       | (500   | )      |   |       | (304   | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Mortgage-backed securities         |                                  |       | 7,107  |        |       |       | (171   | )      |   |       | 6,936  |       
|                                          
|                                          
|                                          
|                                          
|                                           | Trading securities                 |                                  |       | 520    |        |       |       | (858   | )      |   |       | (338   | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Interest bearing deposits in banks |                                  |       | 221    |        |       |       | 48     |        |   |       | 269    |       
|                                          
|                                          
|                                          
|                                          
|                                           | FHLB stock                         |                                  |       | 95     |        |       |       | 8      |        |   |       | 103    |       
|                                          
|                                          
|                                          
|                                          
|                                           | Federal funds sold                 |                                  |       | 1,271  |        |       |       | (252   | )      |   |       | 1,019  |       
|                                           |                                    |                                  |       |        |        |       |       |        |        |   |       |       
|                                           |                                    | Total change in interest income  |       |        | 21,079 |       |       |        | (6,336 | ) |       |        | 14,743 | 
|                                          
|                                          
|                                          
|                                          
|Interest bearing liabilities:              |                                    |                                  |       |        |        |       |       |        |        |   |       |       
|                                          
|                                          
|                                          
|                                          
|                                           | Interest checking                  |                                  |       | 316    |        |       |       | (1,019 | )      |   |       | (703   | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Money market                       |                                  |       | 2,682  |        |       |       | 1,364  |        |   |       | 4,046  |       
|                                          
|                                          
|                                          
|                                          
|                                           | Savings                            |                                  |       | 133    |        |       |       | (255   | )      |   |       | (122   | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Passbook Gold                      |                                  |       | 757    |        |       |       | (1,535 | )      |   |       | (778   | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Time deposits                      |                                  |       | 13,975 |        |       |       | (3,214 | )      |   |       | 10,761 |       
|                                          
|                                          
|                                          
|                                          
|                                           | FHLB advances                      |                                  |       | (3,399 | )      |       |       | (2,528 | )      |   |       | (5,927 | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Other borrowings                   |                                  |       | 1,886  |        |       |       | (215   | )      |   |       | 1,671  |       
|                                           |                                    |                                  |       |        |        |       |       |        |        |   |       |       
|                                           |                                    | Total change in interest expense |       |        | 16,350 |       |       |        | (7,402 | ) |       |        | 8,948  | 
|                                           |                                    |                                  |       |        |        |       |       |        |        |   |       |       
|Increase (decrease) in net interest income |                                    | $                                | 4,729 |        |        | $     | 1,066 |        |        | $ | 5,795 |       
|                                           |                                    |                                  |       |        |        |       |       |        |        |   |       |       

24



---



##### Table of Contents



Noninterest Income

Noninterest income for the nine months ended September 30,
1999 was $20.8 million compared with $52.7 million for the same
period in 1998, a decrease of $31.9 million. In 1998, income from
 mortgage banking operations was $39.5 million and gains on sale
of portfolio loans were $3.1 million, respectively. In 1999,
gains on sale of loans was $3.6 million, a $1.1 million gain was
recorded on sale of branch deposits and a $1.3 million gain was
recorded on relocations of two branches. Excluding those items
from 1998 and 1999, noninterest income was $14.8 million for 1999
 compared to $10.1 million for the same period last year. Loan
service fees increased $3.8 million, other loan fee income
increased $1.2 million and service charges on deposit accounts
and other deposit-related fee income sources increased by
$946,000.

The following table reflects the components of noninterest income
 for the nine months ended September 30, 1999, and 1998 (in
thousands):

|                                        |                          |                           |       |          |  |            |        |        |  |   |         |         |  
|--------------------------------------- | ------------------------ | ------------------------- | ----- | -------- |  | ---------- | ------ | ------ |  | - | ------- | ------- | -
|                                        |                          |                          
|                                        |                          | For the Nine Months Ended
|                                        |                          | September 30,            
|                                        |                          |                          
|                                        |                          |                           |       | Increase
|                                        |                          | 1999                      |       | 1998     |  | (Decrease)
|                                        |                          |                           |       |          |  |           
|Service charges on deposit accounts     |                          | $                         | 3,688 |          |  | $          | 3,107  |        |  | $ | 581     |        
|                                       
|                                       
|                                       
|                                       
|Loan service fees                       |                          |                           | 5,014 |          |  |            | 1,179  |        |  |   | 3,835   |        
|                                       
|                                       
|                                       
|                                       
|Other loan fee income                   |                          |                           | 3,188 |          |  |            | 1,959  |        |  |   | 1,229   |        
|                                       
|                                       
|                                       
|                                       
|Gains on sales of loans, net            |                          |                           | 3,574 |          |  |            | 3,126  |        |  |   | 448     |        
|                                       
|                                       
|                                       
|                                       
|Income from mortgage banking operations |                          |                           |      |          |  |            | 39,513 |        |  |   | (39,513 | )      
|                                       
|                                       
|                                       
|                                       
|Income from special purpose corporation |                          |                           |      |          |  |            | 434    |        |  |   | (434    | )      
|                                       
|                                       
|                                       
|                                       
|Gain on sale of securities, net         |                          |                           |      |          |  |            | 835    |        |  |   | (835    | )      
|                                       
|                                       
|                                       
|                                       
|Net trading account (loss) gain         |                          |                           | (245  | )        |  |            | (321   | )      |  |   | 76      |        
|                                       
|                                       
|                                       
|                                       
|Generations Gold fee income             |                          |                           | 1,047 |          |  |            | 682    |        |  |   | 365     |        
|                                       
|                                       
|                                       
|                                       
|Foreign exchange income                 |                          |                           | 83    |          |  |            | 88     |        |  |   | (5      | )      
|                                       
|                                       
|                                       
|                                       
|Gain on sale of branch deposits         |                          |                           | 1,098 |          |  |            |       |        |  |   | 1,098   |        
|                                       
|                                       
|                                       
|                                       
|Gain on branch relocation(s)            |                          |                           | 1,289 |          |  |            |       |        |  |   | 1,289   |        
|                                       
|                                       
|                                       
|                                       
|Other income                            |                          |                           | 2,048 |          |  |            | 2,131  |        |  |   | (83     | )      
|                                        |                          |                           |       |          |  |            |        |        |  |   |         |        
|                                        | Total noninterest income |                           | $     | 20,784   |  |            | $      | 52,733 |  |   | $       | (31,949 | )
|                                        |                          |                           |       |          |  |            |        |        |  |   |         |        

Noninterest Expense

G & A expenses for the first nine months of 1999 were $63.6
million compared with $91.8 million for the same period last
year, a decrease of $28.2 million. Of this decrease, $35.6
million was attributable to the reduced operating expenses
associated with the Companys restructured mortgage
activities which more than offset the $6.0 million additional
expenses related to new branch openings. Total noninterest
expenses, which include G & A expense, were $66.2
million for the nine months ended September 30, 1999,
compared with $93.8 million for the same period last year.

[Balance of page intentionally left blank]

25



---



##### Table of Contents



The following table reflects the components of noninterest
expense for the nine months ended September 30, 1999 and
1998 (in thousands):

|                                                 |                           |                           |        |          |  |            |        |        |  |   |         |         |  
|------------------------------------------------ | ------------------------- | ------------------------- | ------ | -------- |  | ---------- | ------ | ------ |  | - | ------- | ------- | -
|                                                 |                           |                          
|                                                 |                           | For the Nine Months Ended
|                                                 |                           | September 30,            
|                                                 |                           |                          
|                                                 |                           |                           |        | Increase
|                                                 |                           | 1999                      |        | 1998     |  | (Decrease)
|                                                 |                           |                           |        |          |  |           
|Salaries and benefits                            |                           | $                         | 32,211 |          |  | $          | 36,542 |        |  | $ | (4,331  | )      
|                                                
|                                                
|                                                
|                                                
|Net occupancy expense                            |                           |                           | 11,866 |          |  |            | 9,666  |        |  |   | 2,200   |        
|                                                
|                                                
|                                                
|                                                
|Advertising                                      |                           |                           | 815    |          |  |            | 15,446 |        |  |   | (14,631 | )      
|                                                
|                                                
|                                                
|                                                
|Data processing fees                             |                           |                           | 3,489  |          |  |            | 2,456  |        |  |   | 1,033   |        
|                                                
|                                                
|                                                
|                                                
|FDIC and state assessments                       |                           |                           | 1,113  |          |  |            | 853    |        |  |   | 260     |        
|                                                
|                                                
|                                                
|                                                
|Telephone expense                                |                           |                           | 1,412  |          |  |            | 1,878  |        |  |   | (466    | )      
|                                                
|                                                
|                                                
|                                                
|Legal and professional                           |                           |                           | 1,219  |          |  |            | 2,546  |        |  |   | (1,327  | )      
|                                                
|                                                
|                                                
|                                                
|Postage and supplies                             |                           |                           | 3,311  |          |  |            | 16,127 |        |  |   | (12,816 | )      
|                                                
|                                                
|                                                
|                                                
|Other operating expense                          |                           |                           | 8,212  |          |  |            | 6,289  |        |  |   | 1,923   |        
|                                                 |                           |                           |        |          |  |            |        |        |  |   |         |        
|                                                 | Total G & A expenses      |                           |        | 63,648   |  |            |        | 91,803 |  |   |         | (28,155 | )
|                                                
|                                                
|                                                
|                                                
|Merger expenses                                  |                           |                           |       |          |  |            | 798    |        |  |   | (798    | )      
|                                                
|                                                
|                                                
|                                                
|Provision for losses on ORE                      |                           |                           |       |          |  |            | 160    |        |  |   | (160    | )      
|                                                
|                                                
|                                                
|                                                
|ORE expense, net of ORE income                   |                           |                           | (412   | )        |  |            | (48    | )      |  |   | (364    | )      
|                                                
|                                                
|                                                
|                                                
|Amortization of premium on deposits and goodwill |                           |                           | 2,945  |          |  |            | 1,086  |        |  |   | 1,859   |        
|                                                 |                           |                           |        |          |  |            |        |        |  |   |         |        
|                                                 | Total noninterest expense |                           | $      | 66,181   |  |            | $      | 93,799 |  |   | $       | (27,618 | )
|                                                 |                           |                           |        |          |  |            |        |        |  |   |         |        

Noninterest expenses by business function for the nine month
periods were as follows:

|                         |       |                           |        |          |  |            |        |        |  |   |         |         |  
|------------------------ | ----- | ------------------------- | ------ | -------- |  | ---------- | ------ | ------ |  | - | ------- | ------- | -
|                         |       |                          
|                         |       | For the Nine Months Ended
|                         |       | September 30,            
|                         |       |                          
|                         |       |                           |        | Increase
|                         |       | 1999                      |        | 1998     |  | (Decrease)
|                         |       |                           |        |          |  |           
|New branches             |       | $                         | 5,999  |          |  | $          |       |        |  | $ | 5,999   |        
|                        
|                        
|                        
|                        
|Mortgage loan production |       |                           | 6,847  |          |  |            | 42,435 |        |  |   | (35,588 | )      
|                        
|                        
|                        
|                        
|All other units          |       |                           | 53,335 |          |  |            | 51,364 |        |  |   | 1,971   |        
|                         |       |                           |        |          |  |            |        |        |  |   |         |        
|                         | Total |                           | $      | 66,181   |  |            | $      | 93,799 |  |   | $       | (27,618 | )
|                         |       |                           |        |          |  |            |        |        |  |   |         |        

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##### Table of Contents



Year 2000 Issues

Many companies, including financial institutions such as the
Company, have faced potentially serious risks associated with the
 inability of existing data processing hardware and software to
appropriately recognize calendar dates beginning in the year
2000. Many computer programs that can only distinguish the final
two digits of the year entered may read entries for the year 2000
 as the year 1900 and compute payment, interest or delinquency
based on the wrong date. If a companys critical internal
systems do not correctly recognize and process data information
beyond the year 1999, there could be a material adverse impact on
 business and operations.

The Company, and its principal subsidiary, the Bank, believe that
 their Year 2000 compliance effort has been completed, including
hardware replacement and the remediation of software
applications. Application testing of all Mission
Critical and Important software has been
completed. The Company, and the Bank, have been successful in
meeting target dates set by its Board of Directors and by the
FDIC. The critical internal systems of all merged and acquired
entities have been converted to the principal loan and deposit
application systems, (ALLTEL), and the item
processing and lockbox functions have been converted to an
outside servicer.

The Company has formulated a contingency plan for the remote
possibility that ALLTEL will not be year 2000 ready. The Company
has also formulated contingency plans for all branches and
departments and will continue to monitor year 2000 readiness
throughout the remainder of 1999.

The Company originally estimated that the operating costs
associated with replacing non-compliant hardware and software
would be approximately $800,000, and that $600,000 in capital
expenditures would be required, the majority of which would be
incurred in the normal course of upgrading the Companys
computer systems. The Company now expects the operating costs to
be approximately $900,000, a $100,000 increase over the initial
estimate. For the fiscal year ending December 31, 1998, the
Companys Year 2000 compliance expenditures had totaled
$345,000. For the first nine months of 1999, the Company had
additional expenditures of $515,000, for a total of $860,000 on a
 cumulative basis. The Company estimates the amount of remaining
Year 2000 compliance expenditures to be less than $100,000. The
Companys capital expenditures in 1999 related to Year 2000
compliance have not been material because of reduced equipment
needs following the reduction in size of mortgage activities.

Safe Harbor Statement under the Private Securities
 Litigation Reform Act of 1995

Certain of the statements contained in this Quarterly Report on
Form 10-Q (other than the financial statements and
statements of historical fact), including, without limitation,
statements as to management expectations and beliefs presented
under the caption, Managements Discussion and
Analysis, may constitute forward-looking statements.
Forward-looking statements are made based upon managements
expectations and beliefs concerning future development and their
potential effect upon the Company. There can be no assurance that
 future developments will be in accordance with managements
 expectations or that the effect of future developments on the
Company will be those anticipated by management.

The Company wishes to caution readers that the assumptions which
form the basis for forward-looking statements with respect to or
that may impact earnings for the year ended December 31,
1999, and thereafter include many factors that are beyond the
Companys ability to control or estimate precisely. These
risks and uncertainties include, but are not limited to, the
market demand and acceptance of the Companys existing and
new, loan and deposit products, the impact of competitive
products, the Companys ability to achieve the desired
consolidation efficiencies from its planned acquisitions, and
changes in economic conditions, such as inflation or fluctuations
 in interest rates.

While the Company periodically reassesses material trends and
uncertainties affecting the Companys results of operations
and financial condition in connection with its preparation of
managements discussion and analysis contained in its
Quarterly Report, the Company does not intend to review or revise
 any particular forward-looking statement referenced herein in
light of future events.

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##### Table of Contents






Part II.  Other Information




Item 1.  Legal Proceedings

In January 1999, the Company filed a lawsuit against a former
vendor that provided printing and direct mailing services for the
 Companys mortgage banking operation to invalidate a term
contract executed by the former manager of the High LTV Loan
origination unit who was not an officer of the Company or the
Bank at the time the contract was executed. The lawsuit also
alleges civil conspiracy and fraud in connection with the
execution of the contract. The vendor has, at this same time,
filed an arbitration proceeding against the Company relating to
the same issues. The vendor has asserted alleged damages in a
range from $2.0 million to $4.7 million. The case is in the
preliminary stages of discovery; however, based on consultation
with legal counsel, the Companys management believes there
is no merit in the plaintiffs claims and intends to defend
such action vigorously.

The Company is also subject to various legal proceedings in the
ordinary course of its business. Based on information presently
available, management does not believe that the ultimate outcome
in such proceedings, in the aggregate, would have a material
adverse effect on the Companys financial position or
results of operation.




Item 2.  Sale of the Savings Bank

On September 10, 1999, the Company sold its Brunswick,
Georgia office of the Savings Bank to Sapelo National Bank
(Sapelo). Sapelo acquired all of the associated
deposits at the Brunswick office. This sale also included lease
rights on the building where the Brunswick office was located and
 all fixed assets associated with the property. In connection its
 voluntary dissolution, the Savings Bank also sold its loan
portfolio to the Bank on September 3, 1999. The Savings Bank
 has been dissolved.




Item 3.  Exhibits and Reports on Form 8-K

|   |  |                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- |  | ---------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a. |  | Exhibits:                   
|   |  | 27.0 Financial Data Schedule
|b. |  | Reports filed on Form 8-K:  
|   |  | (1)                          |  | On July 8, 1999, the Company filed a report on Form 8-K
	 disclosing the text of a press release that the Companys
	Board of Directors had completed its evaluation of strategic
	alternatives and determined that it was in the best interest of
	the shareholders to remain independent for the foreseeable
	future.                                                                                                                                                                             
|   |  | (2)                          |  | On October 4, 1999, the Company filed a report on
	Form 8-K disclosing the text of a press release that the
	Company had: (i) completed a private placement of $15.0
	million of Subordinated Debt; (ii) refinanced its $7.0
	million of debt to its directors; (iii) completed the sale
	of the Georgia office of its thrift subsidiary, subsequently
	dissolving its thrift subsidiary; and (iv) paid down the
	principal amount of its $25.0 million loan from SunTrust, N.A. by
	 $15.0 million.

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##### Table of Contents






Pursuant to the requirements of Section 13 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.



| |                          
| | -------------------------
| | REPUBLIC BANCSHARES, INC.

|                       |  |                                                                                                     
|---------------------- |  | ----------------------------------------------------------------------------------------------------
|Date: November 1, 1999 |  | /s/ ALFRED T. MAYAlfred T. May
	President and Chief Executive Officer
	(principal executive officer)
|                      
|Date: November 1, 1999 |  | /s/ WILLIAM R. FALZONEWilliam R. Falzone
	Treasurer (principal financial and
	accounting officer)   

29