FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20552

(Mark One)

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

For the quarterly period ended   December 31, 1999
                              -----------------------
                                       OR

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

For the transition period from ____________ to _______________

Commission File No.  0-26248

                          LONDON FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

Ohio                                                   31-1452807
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                    Identification Number)

2 East High Street
London, Ohio                                              43140
(Address of principal                                  (Zip Code)
executive office)

Registrant's telephone number, including area code: (740)852-0787

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports) and (2) has been subject to such filing  requirements for the past
90 days.

Yes   X                                                  No

As of February 10, 2000, the latest  practicable date,  479,450 the registrant's
common shares, without par value, were issued and outstanding.









                               Page 1 of 14 pages

<PAGE>


                          London Financial Corporation

                                      INDEX

                                                                     Page

PART I  -  FINANCIAL INFORMATION

              Consolidated Statements of Financial Condition          3

              Consolidated Statements of Earnings                     4

              Consolidated Statements of Comprehensive Income         5

              Consolidated Statements of Cash Flows                   6

              Notes to Consolidated Financial Statements              7

              Management's Discussion and Analysis of
              Financial Condition and Results of
              Operations                                              9


PART II -            OTHER INFORMATION                               13

                     SIGNATURES                                      14



<PAGE>

<TABLE>
                          London Financial Corporation
<CAPTION>
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                        (In thousands, except share data)


                                                                                       December 31,       September 30,
<S>                                                                                            <C>                  <C>
         ASSETS                                                                                1999                1999

Cash and due from banks                                                                     $ 1,062           $     709
Interest-bearing deposits in other financial institutions                                     2,241               2,748
                                                                                             ------              ------
         Cash and cash equivalents                                                            3,303               3,457

Investment securities designated as available
  for sale - at market                                                                           59                 127
Mortgage-backed securities held to maturity - at amortized
  cost, approximate market value of $1,735 and $1,822
  as of December 31, 1999 and September 30, 1999                                              1,741               1,829
Loans receivable - net                                                                       36,992              36,700
Office premises and equipment - at depreciated cost                                             500                 511
Stock in Federal Home Loan Bank - at cost                                                       267                 262
Accrued interest receivable                                                                     415                 403
Prepaid expenses and other assets                                                                 -                  31
Prepaid federal income taxes                                                                      -                   3
                                                                                             ------              ------
Total assets                                                                                $43,277             $43,323
                                                                                             ======              ======

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                                    $37,430             $37,112
Advances from the Federal Home Loan Bank                                                        300                 800
Other liabilities                                                                               131                 106
Accrued federal income taxes                                                                     28                   -
Deferred federal income taxes                                                                   115                  95
                                                                                             ------              ------
         Total liabilities                                                                   38,004              38,113


Shareholders' equity
  Common stock - authorized 5,000,000 shares without par
    value; 529,000 shares issued                                                                  -                   -
  Additional paid-in capital                                                                  2,413               2,413
  Retained earnings - substantially restricted                                                4,211               4,163
  Accumulated comprehensive loss, unrealized losses on
    securities designated as available for sale, net of related tax effects                      (7)                (22)
  Shares acquired by Employee Stock Ownership Plan                                             (327)               (327)
  Shares acquired by Management Recognition Plan                                               (214)               (214)
  Less 49,550 treasury shares - at cost                                                        (803)               (803)
                                                                                             ------              ------
         Total shareholders' equity                                                           5,273               5,210
                                                                                             ------              ------

         Total liabilities and shareholders' equity                                         $43,277             $43,323
                                                                                             ======              ======
</TABLE>





                                        3



<PAGE>

<TABLE>
                          London Financial Corporation
<CAPTION>
                       CONSOLIDATED STATEMENTS OF EARNINGS

                     For the three months ended December 31,
                        (In thousands, except share data)


                                                                                               1999                1998
<S>                                                                                             <C>                 <C>
Interest income
  Loans                                                                                        $769                $720
  Mortgage-backed securities                                                                     26                  40
  Investment securities and interest-bearing deposits and other                                  37                  33
                                                                                                ---                 ---
         Total interest income                                                                  832                 793

Interest expense
  Deposits                                                                                      418                 380
  Borrowings                                                                                     11                  29
                                                                                                ---                 ---
         Total interest expense                                                                 429                 409
                                                                                                ---                 ---

         Net interest income                                                                    403                 384

Provision for losses on loans                                                                    15                   9
                                                                                                ---                 ---

         Net interest income after provision for
           losses on loans                                                                      388                 375

Other income
  Loss on sale of investment securities                                                         (13)                  -
  Other operating                                                                                29                  20
                                                                                                ---                 ---
         Total other income                                                                      16                  20

General, administrative and other expense
  Employee compensation and benefits                                                            158                 151
  Occupancy and equipment                                                                        28                  21
  Federal deposit insurance premiums                                                              5                   5
  Franchise taxes                                                                                28                  22
  Data processing                                                                                19                  15
  Other operating                                                                                53                  40
                                                                                                ---                 ---
         Total general, administrative and other expense                                        291                 254
                                                                                                ---                 ---

         Earnings before income taxes                                                           113                 141

Federal income taxes
  Current                                                                                        25                  34
  Deferred                                                                                       14                  14
                                                                                                ---                 ---
         Total federal income taxes                                                              39                  48
                                                                                                ---                 ---

         NET EARNINGS                                                                          $ 74                $ 93
                                                                                                ===                 ===

         EARNINGS PER SHARE
           Basic                                                                               $.16                $.21
                                                                                                ===                 ===

           Diluted                                                                             $.16                $.20
                                                                                                ===                 ===
</TABLE>


                                        4


<PAGE>


                          London Financial Corporation
<TABLE>
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
<CAPTION>
                     For the three months ended December 31,
                                 (In thousands)


                                                                                               1999                1998
<S>                                                                                             <C>                 <C>
Net earnings                                                                                    $74                 $93

Other comprehensive income, net of tax:
  Unrealized holding losses on securities during
    the period, net of tax of $4 in 1999                                                         (9)                  -

Reclassification adjustment for losses included in net earnings,
    net of tax of $4 in 1999                                                                      9                   -
                                                                                                 --                  --

Comprehensive income                                                                            $74                 $93
                                                                                                 ==                  ==
</TABLE>










                                        5



<PAGE>


                          London Financial Corporation
<TABLE>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                     For the three months ended December 31,
                                 (In thousands)


                                                                                                 1999              1998
<S>                                                                                               <C>               <C>
Cash flows provided by (used in) operating activities:
  Net earnings for the period                                                                 $    74           $    93
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Loss on investment securities transactions                                                     13                 -
    Provision for losses on loans                                                                  15                 9
    Amortization of deferred loans fees                                                           (25)              (44)
    Depreciation and amortization                                                                  12                 7
    Federal Home Loan Bank stock dividends                                                         (5)               (5)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                                                 (12)              (24)
      Prepaid expenses and other assets                                                            31                37
      Other liabilities                                                                            25                37
      Federal income taxes
        Current                                                                                    31                33
        Deferred                                                                                   14                14
                                                                                               ------            ------
         Net cash provided by operating activities                                                173               157

Cash flows provided by (used in) investing activities:
  Proceeds from sale of investment securities                                                      76                  -
  Principal repayments on mortgage-backed securities                                               88                229
  Principal repayments on loans                                                                 3,727              3,229
  Loan disbursements                                                                           (4,009)            (3,628)
  Purchase of office equipment                                                                     (1)               (17)
                                                                                               ------             ------
         Net cash provided by (used in) investing activities                                     (119)              (117)

Cash flows provided by (used in) financing activities:
  Net increase in deposit accounts                                                                318              2,358
  Repayments of advances from the Federal Home Loan Bank                                         (500)              (500)
  Distributions paid on common shares                                                             (26)               (28)
                                                                                               ------             ------
         Net cash provided by (used in) financing activities                                     (208)             1,830
                                                                                               ------             ------

Net increase (decrease) in cash and cash equivalents                                             (154)             1,870

Cash and cash equivalents at beginning of period                                                3,457              1,778
                                                                                               ------             ------

Cash and cash equivalents at end of period                                                    $ 3,303            $ 3,648
                                                                                               ======             ======

Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
    Federal income taxes                                                                      $     -            $    18
                                                                                               ======             ======

    Interest on deposits and borrowings                                                       $   429            $   409
                                                                                               ======             ======
</TABLE>



                                        6


<PAGE>


                          London Financial Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          For the three month periods ended December 31, 1999 and 1998

1.  Basis of Presentation

The accompanying  unaudited  consolidated  financial statements were prepared in
accordance  with  instructions  for Form 10-QSB and,  therefore,  do not include
information or footnotes  necessary for a complete  presentation of consolidated
financial  position,  results of operations  and cash flows in  conformity  with
generally  accepted   accounting   principles.   Accordingly,   these  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements  and notes  thereto  of London  Financial  Corporation  ("LFC" or the
"Corporation")  included in the Annual  Report on Form 10-KSB for the year ended
September  30, 1999.  However,  in the opinion of  management,  all  adjustments
(consisting of only normal  recurring  accruals)  which are necessary for a fair
presentation of the consolidated  financial  statements have been included.  The
results of operations  for the three month period ended  December 31, 1999,  are
not  necessarily  indicative  of the results which may be expected for an entire
fiscal year.

2.  Principles of Consolidation

The accompanying  consolidated  financial statements include the accounts of LFC
and  The  Citizens  Bank  of  London  ("Citizens"),   an  Ohio  commercial  bank
wholly-owned by LFC. Prior to January 4, 1999,  Citizens was an Ohio savings and
loan association. All significant intercompany items have been eliminated.

3.  Earnings Per Share

Basic  earnings  per share is computed  based upon the  weighted-average  shares
outstanding  during  the  period,  less  shares in the  London  Financial  Corp.
Employee  Stock  Ownership  Plan  (the  "ESOP")  that  are  unallocated  and not
committed to be released.  Weighted-average  common  shares  outstanding,  which
gives effect to 27,919  unallocated  ESOP shares,  totaled 451,531 for the three
month  period  ended   December  31,  1999.   Weighted-average   common   shares
outstanding,  which gives  effect to 32,725  unallocated  ESOP  shares,  totaled
446,725 for the three month period ended December 31, 1998.

Diluted earnings per share is computed taking into  consideration  common shares
outstanding and dilutive  potential common shares to be issued under LFC's stock
option plan.  Weighted-average  common shares deemed outstanding for purposes of
computing  diluted earnings per share totaled 452,821 for the three month period
ended  December 31, 1999,  and 465,207 for the three month period ended December
31, 1998.  Incremental  shares related to the assumed  exercise of stock options
included in the  calculation  of diluted  earnings  per share  totaled  1.2% and
18,482  for  the  three  month  periods  ended   December  31,  1999  and  1998,
respectively.

4.  Effects of Recent Accounting Pronouncements

In June 1998,  the  Financial  Accounting  Standards  Board (the "FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting for
Derivative  Instruments  and Hedging  Activities,"  which  requires  entities to
recognize  all  derivatives  in their  financial  statements as either assets or
liabilities  measured at fair value.  SFAS No. 133 also specifies new methods of
accounting for hedging transactions,  prescribes the items and transactions that
may be hedged,  and specifies  detailed  criteria to be met to qualify for hedge
accounting.


                                        7


<PAGE>


                          London Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          For the three month periods ended December 31, 1999 and 1998


4.  Effects of Recent Accounting Pronouncements (continued)


The definition of a derivative  financial instrument is complex, but in general,
it is an instrument  with one or more  underlyings,  such as an interest rate or
foreign exchange rate, that is applied to a notional  amount,  such as an amount
of currency,  to determine the settlement  amount(s).  It generally  requires no
significant initial investment and can be settled net or by delivery of an asset
that is  readily  convertible  to cash.  SFAS No.  133  applies  to  derivatives
embedded in other contracts, unless the underlying of the embedded derivative is
clearly and closely related to the host contract.

SFAS No.  133,  as amended  by SFAS No.  137,  is  effective  for  fiscal  years
beginning  after June 15, 2000. On adoption,  entities are permitted to transfer
held-to-maturity  debt securities to the  available-for-sale or trading category
without  calling into  question  their intent to hold other debt  securities  to
maturity in the future.  SFAS No. 133 is not expected to have a material  impact
on LFC's financial position or results of operations.











                                        8



<PAGE>


                          London Financial Corporation

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


Forward-Looking Statements

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

Some of the  forward-looking  statements  included  herein  are  the  statements
regarding management's  determination of the effect of certain recent accounting
pronouncements on financial position and results of operations.

Discussion of Financial  Condition  Changes from  September 30, 1999 to December
31, 1999

At December  31,  1999,  LFC had total  assets of $43.3  million,  a decrease of
$46,000,  or .1% from  September  30,  1999.  The  decrease  in assets  resulted
primarily from a $500,000 decline in borrowings, which was partially offset by a
$318,000 increase in deposits.

Cash and interest-bearing  deposits totaled $3.3 million at December 31, 1999, a
$154,000, or 4.5%, decrease from the total at September 30, 1999.

Investment  securities and mortgage-backed  securities decreased by $156,000, or
8.0%,  to a total of $1.8  million at December 31,  1999,  primarily  reflecting
principal  repayments on mortgage-backed  securities totaling $88,000 and a sale
of investment securities of $89,000.

Loans receivable  increased by $292,000,  or .8%, as loan  disbursements of $4.0
million exceeded principal repayments of $3.7 million. Loan disbursements during
the period ended December 31, 1999, exceeded the volume of disbursements for the
same period in 1998 by $381,000, or 10.5%.

At December 31, 1999,  Citizens'  allowance  for loan losses  totaled  $252,000,
compared to the $238,000 level maintained at September 30, 1999. Citizens had no
nonperforming loans at December 31, 1999 and September 30, 1999. At December 31,
1999, Citizens' allowance for loan losses was comprised solely of a general loan
loss  allowance  which is  includible  as a component of  regulatory  risk-based
capital.  Although management of LFC believes that its allowance for loan losses
was  adequate  at  December  31,  1999,   based  on  the  available   facts  and
circumstances,  there can be no assurance that the allowance will be adequate to
absorb  actual loan losses during the current  period or that  additions to such
allowance will not be necessary in future periods,  which could adversely affect
LFC's results of operations.

Deposits totaled $37.4 million at December 31, 1999, an increase of $318,000, or
 .9%, over the $37.1 million of deposits  outstanding at September 30, 1999. Such
increase  resulted  primarily  from  management's  efforts to increase  deposits
through marketing strategies.




                                        9


<PAGE>


                          London Financial Corporation

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


Discussion of Financial  Condition  Changes from  September 30, 1999 to December
31, 1999 (continued)

Advances  from the Federal Home Loan Bank (the  "FHLB")  amounted to $300,000 at
December 31, 1999, a decrease of $500,000,  or 62.5%,  from  September 30, 1999.
Proceeds  from  deposit  growth  and  excess  liquidity  were used to repay such
advances during the period.

Shareholders'  equity  totaled $5.3 million at December 31, 1999, an increase of
$63,000,  or 1.2%,  over  September  30, 1999,  levels.  The  increase  resulted
primarily from net earnings of $74,000,  which were partially  offset by regular
dividends totaling $26,000, or $.06 per share.

At December 31,  1999,  Citizens  was  required to maintain  regulatory  capital
sufficient to meet certain minimum capital standards  promulgated by the Federal
Deposit Insurance  Corporation.  As of December 31, 1999,  Citizens'  regulatory
capital was well in excess of such minimum capital requirements.


Comparison of Operating  Results For the Three Month Periods Ended  December 31,
1999 and 1998

General

Net  earnings  for the three month  period  ended  December  31,  1999,  totaled
$74,000,  a decrease of $19,000,  or 20.4%, from the comparable 1998 period. The
decrease in earnings resulted  primarily from a $4,000 decrease in other income,
a $6,000 increase in the provision for losses on loans and a $37,000 increase in
general,  administrative  and other expense,  which were  partially  offset by a
$19,000  increase in net interest  income and a $9,000 decrease in the provision
for federal income taxes.

Net Interest Income

Interest income on loans for the three months ended December 31, 1999, increased
by $49,000,  6.8%,  compared to the three  months ended  December 31, 1998.  The
increase  was  primarily  due to an  increase  in the  weighted-average  balance
outstanding. Interest income on mortgage-backed securities decreased by $14,000,
or 35.0%, due primarily to a decrease in the weighted-average  portfolio balance
outstanding  year to year.  Interest  income on investment  securities and other
interest-earning assets increased by $4,000, or 12.1%.

Interest expense on deposits  increased by $38,000,  or 10.0%,  during the three
months  ended  December 31,  1999.  This  increase  resulted  primarily  from an
increase in the  weighted  average  balance of deposits  outstanding,  which was
offset by a decrease in the cost of deposits.





                                       10


<PAGE>


                          London Financial Corporation

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


Comparison of Operating  Results For the Three Month Periods Ended  December 31,
1999 and 1998 (continued)

Net Interest Income (continued)

Interest expense on borrowings  decreased by $18,000, or 62.1%, during the three
months ended December 31, 1999. The decrease was primarily due to an decrease in
the weighted-average balance of advances outstanding.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income increased by $19,000, or 4.9%, during the three months ended
December 31, 1999, compared to the three months ended December 31, 1998.

Provision for Losses on Loans

Management  elected to record a $15,000  provision  for loan  losses  during the
three-month  period  ended  December  31,  1999,  compared to the $9,000  amount
recorded  in the 1998  quarter.  The  current  period  provision  was  primarily
attributable  to  growth  in the  commercial  loan  portfolio.  There  can be no
assurance  that  Citizens'  allowance  for loan losses will be adequate to cover
losses on nonperforming assets in the future.

Other Income

Other income totaled $16,000, during the three months ended December 31, 1999, a
decrease of $4,000, or 20.0%,  compared to the three month period ended December
31,  1998.  The  decrease  resulted  primarily  from a  $13,000  loss on sale of
investment  securities,  which  was  partially  offset  by a  $9,000,  or 45.0%,
increase in other  operating  income,  comprised  primarily  of service  fees on
deposit  accounts,  late charges on loan  accounts  and rental  income on leased
office space and safety deposit boxes.

General, Administrative and Other Expense

General, administrative and other expense increased by $37,000, or 14.6%, during
the three months ended  December 31, 1999,  compared to the same period in 1998.
The increase was  primarily  due to an increase of $7,000,  or 4.6%, in employee
compensation and benefits,  due primarily to an increase in staffing levels year
to year,  coupled with normal merit increases,  a $7,000, or 33.3%,  increase in
occupancy  and equipment and a $13,000,  or 32.5%,  increase in other  operating
expense year to year.

Federal Income Taxes

The provision for federal income taxes  decreased by $9,000,  or 18.8%,  for the
three month period ended December 31, 1999, compared to the same period in 1998,
due  primarily  to a  $28,000,  or 19.9%,  increase  in pretax  earnings.  LFC's
effective  tax rates  amounted to 34.5% and 34.0%  during the three months ended
December 31, 1999 and 1998, respectively.




                                       11


<PAGE>


                          London Financial Corporation

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


Year 2000 Compliance Matters

As with most providers of financial services,  Citizens'  operations are heavily
dependent  on  information  technology  systems.  During the three  year  period
leading up to  January  1,  2000,  Citizens  addressed  the  potential  problems
associated  with the  possibility  that the  computers  that  control or operate
Citizens'  information  technology system and  infrastructure  may not have been
programmed to read four-digit date codes and, upon arrival of the year 2000, may
have  recognized  the two-digit code "00" as the year 1900,  causing  systems to
fail to function or to generate erroneous data.

Citizens'  primary data  processing  applications  are handled by a  third-party
service bureau, Fiserv. Fiserv advised Citizens that it migrated to a fully Year
2000 compliant  processing system that had been fully tested as of July 1, 1999.
Management has also reviewed Citizens' ancillary equipment and requested service
providers to assure Citizens that their systems and products are fully year 2000
compliant. Citizens upgraded its existing teller operating system with a capital
expenditure of approximately $65,000, which was recorded in fiscal 1999.

Citizens did not  experience  any  technology-related  problems  upon arrival of
January 1, 2000, nor was there any interruption of services to its customers.

In addition to possible expense related to its own systems, Citizens could incur
losses if loan  payments  are delayed due to year 2000  problems  affecting  any
major  borrowers  in  Citizens'  primary  market area.  Because  Citizens'  loan
portfolio is highly diversified with regard to individual borrowers and types of
businesses and Citizens' primary market area is not significantly dependent upon
one  employer  or  industry,  Citizens  does  not  expect,  and to date  has not
realized,  any  significant  or  prolonged  difficulties  that will  affect  net
earnings or cash flow.











                                      12



<PAGE>


                          London Financial Corporation

                                     PART II


ITEM 1.  Legal Proceedings

         Not applicable


ITEM 2.  Changes in Securities and Use of Proceeds

         Not applicable


ITEM 3.  Defaults Upon Senior Securities

         Not applicable


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

         On January 27, 2000, the Annual Meeting of LFC's  Shareholders
         was held. Each of the four directors nominated were elected to
         terms expiring in 2001 by the following vote:

         John I. Andrix                 For:  343,196            Against:  2,500
         Rodney A. Bell                 For:  343,396            Against:  2,300
         John J. Bodle                  For:  343,396            Against:  2,300
         Shirley C. Hansgen             For:  343,396            Against:  2,300

         One other matter was submitted to the shareholders, for which the
         following votes were cast:

            Ratification  of the  appointment of Grant Thornton LLP as
            independent  auditors  of LFC for the  fiscal  year  ended
            September 30, 2000.

              For:  331,868                        Against:  12,828


ITEM 5.  Other Information

         None


ITEM 6.  Exhibits and Reports on Form 8-K

         Reports on Form 8-K:                    None.

         Exhibit 27:                             Financial Data Schedule for the
                                                 three months ended December 31,
                                                 1999.





                                       13




<PAGE>


                                   SIGNATURES

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





Date:  February 11, 2000                 By: /s/John J. Bodle
                                               John J. Bodle
                                               President and
                                               Chief Executive Officer



Date:  February 11, 2000                 By: /s/Joyce E. Bauerle
                                               Joyce E. Bauerle
                                               Treasurer and
                                               Principal Accounting Officer











                                     14