SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 2002

                                       OR

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

             For the transition period from             to
                                            ----------     ----------

                           Commission File No. 0-27714

                     Crazy Woman Creek Bancorp Incorporated
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                 Wyoming                            83-0315410
      -------------------------------           -------------------
      (State or other jurisdiction of           (I.R.S. Employer
      incorporation or organization)            Identification No.)


                     106 Fort Street, Buffalo, Wyoming 82834
                     ---------------------------------------
                    (Address of principal executive offices)


                                 (307) 684-5591
                                 --------------
              (Registrant's telephone number, including area code)



Check whether the issuer (1) filed all reports  required to be filed by Sections
13 or 15(d) of the  Exchange  Act during the past 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
                                                              ---    ---


State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date.

         Class:   Common Stock, par value $.10 per share
                  Outstanding at May 14, 2002:  811,208

Transitional Small Business Disclosure Format (check one):  Yes      No  X
                                                                ----   ----
<PAGE>
<TABLE>
<CAPTION>


                     CRAZY WOMAN CREEK BANCORP INCORPORATED

                              INDEX TO FORM 10-QSB
<S>                 <C>                                                                             <C>

                                                                                                       Page
                                                                                                       ----
PART I                 FINANCIAL INFORMATION
                       ---------------------

Item 1.                Financial Statements (unaudited)

                       Consolidated Condensed Statements of Financial Condition at March 31,
                       2002 and September 30, 2001                                                       1

                       Consolidated Condensed Statements of Income for the Three and Six Months
                       ended March 31, 2002 and 2001                                                     2

                       Consolidated Condensed Statements of Comprehensive Income for the Three
                       and Six Months ended March 31, 2002 and 2001                                      3

                       Consolidated Condensed Statements of Cash Flows for the Six Months ended
                       March 31, 2002 and 2001                                                           4

                       Notes to Consolidated Condensed Financial Statements                              5

Item 2.                Management's Discussion and Analysis of Financial Condition and Results
                       of Operations                                                                     8


PART II.               OTHER INFORMATION
                       -----------------

Item 1.                Legal Proceedings                                                                17

Item 2.                Changes in Securities and Use of Proceeds                                        17

Item 3.                Defaults upon Senior Securities                                                  17

Item 4.                Submission of Matters to a Vote of Security Holders                              17

Item 5.                Other Information                                                                17

Item 6.                Exhibits and Reports on Form 8-K                                                 17

</TABLE>

SIGNATURES


<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Consolidated Condensed Statements of Financial Condition
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                March 31,              September 30,
                                                                                 2002                      2001
                                                                             -------------            --------------

<S>                                                                           <C>                    <C>
Assets                                                                               (Dollars in thousands,
------                                                                                except per share data)


Cash and cash equivalents                                                         $ 4,255                 $ 5,897
Investment and mortgage-backed securities available-for-sale                       20,350                  22,003
Stock in Federal Home Loan Bank of Seattle, at cost                                 1,165                   1,128
Loans receivable, net                                                              42,427                  37,058
Accrued interest receivable                                                           414                     429
Premises and equipment, net                                                         2,958                   1,871
Income tax receivable                                                                  30                      --
Goodwill and other intangible assets, net of accumulated amortization
     of $55 and $34 at March 31, 2002 and September 30, 2001                          255                     276
Other assets                                                                           57                     111
                                                                                  -------                 -------
                                                                                  $71,911                 $68,773
                                                                                  =======                 =======
Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
  Deposits                                                                        $44,447                 $40,709
  Advances from Federal Home Loan Bank                                             13,400                  13,400
  Advance payments by borrowers for taxes and insurance                                33                      67
  Deferred income taxes                                                               183                     213
  Dividends payable                                                                    97                      97
  Accrued expenses and other liabilities                                              318                     729
                                                                                  -------                 -------
    Total liabilities                                                              58,478                  55,215
                                                                                  -------                 -------
Stockholders' equity:
  Preferred stock, par value $.10 per share,  2,000,000 shares
     authorized; none issued and outstanding at March 31, 2002
     and September 30, 2001                                                            --                      --
  Common stock, par value $.10 per share, 5,000,000 shares
     authorized; 1,058,000 issued and outstanding at March 31, 2002
     and September 30, 2001                                                           106                     106
  Additional paid-in capital                                                       10,122                  10,117
  Unearned ESOP/MSBP shares                                                          (398)                   (429)
  Retained earnings                                                                 7,060                   7,125
  Accumulated other comprehensive income, net                                          60                     195
  Treasury stock at cost, 264,476 and 267,876 shares at
     March 31, 2002 and September 30, 2001, respectively                           (3,517)                 (3,556)
                                                                                  -------                 -------
    Total stockholders' equity                                                     13,433                  13,558
                                                                                  -------                 -------
                                                                                  $71,911                 $68,773
                                                                                  =======                 =======
</TABLE>

See notes to consolidated condensed financial statements.

                                     Page 1

<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                   Consolidated Condensed Statements of Income
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Three Months Ended                    Six Months Ended
                                                                         March 31,                            March 31,
                                                                    --------------------------       --------------------------
                                                                      2002             2001             2002              2001
                                                                    -------          --------         --------          -------
                                                                         (Dollars in thousands except per share data)
<S>                                                              <C>               <C>              <C>               <C>
Interest income:
  Loans receivable                                                   $  768            $  645           $1,556            $1,250
  Mortgage-backed securities                                            194               169              414               351
  Investment securities                                                  67               223              120               492
  Other interest income                                                  25                41               70                78
                                                                     ------            ------           ------            ------
     Total interest income                                            1,054             1,078            2,160             2,171
Interest expense:
  Deposits                                                              353               407              747               800
  Advances from Federal Home Loan Bank                                  207               267              419               566
  Other interest expense                                                 --                 2                2                 2
                                                                     ------            ------           ------            ------
     Total interest expense                                             560               676            1,168             1,368
                                                                     ------            ------           ------            ------
     Net interest income                                                494               402              992               803
Provision for loan losses                                                --                --               --                --
                                                                     ------            ------           ------            ------
     Net interest income after provision for loan losses                494               402              992               803
                                                                     ------            ------           ------            ------
Non-interest income:
  Customer service charges                                               19                18               41                35
  Other operating income                                                 14                 8               22                16
                                                                     ------            ------           ------            ------
     Total non-interest income                                           33                26               63                51
                                                                     ------            ------           ------            ------
Non-interest expense:
  Compensation and benefits                                             219               213              472               369
  Occupancy and equipment                                                52                36               93                56
  FDIC/SAIF deposit insurance premiums                                    2                 2                4                 4
  Advertising                                                            16                 9               30                21
  Data processing services                                               36                32               68                58
  Professional fees                                                      54                27               72                47
  Loss on disposal of assets                                             --                11               --                11
  Amortization of goodwill                                                3                 3                6                 3
  Other                                                                  87                62              160               106
                                                                     ------            ------           ------            ------
     Total non-interest expense                                         469               395              905               675
                                                                     ------            ------           ------            ------
     Income before income taxes                                          58                33              150               179
Income tax expense                                                       13                 7               35                52
                                                                     ------            ------           ------            ------
     Net income                                                      $   45            $   26           $  115            $  127
                                                                     ======            ======           ======            ======

Dividends declared per common share                                  $ 0.12            $ 0.12           $ 0.24            $ 0.24
                                                                     ======            ======           ======            ======
Basic earnings per common share                                      $ 0.06            $ 0.03           $ 0.14            $ 0.16
                                                                     ======            ======           ======            ======
Diluted earnings per common share                                    $ 0.06            $ 0.03           $ 0.14            $ 0.16
                                                                     ======            ======           ======            ======

</TABLE>

See notes to consolidated condensed financial statements.

                                     Page 2

<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Consolidated Condensed Statements of Comprehensive Income
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                             Three Months Ended                  Six Months Ended
                                                                  March 31,                          March 31,
                                                         -------------------------          ------------------------
                                                           2002              2001             2002             2001
                                                         --------          -------          -------          -------
                                                                         (Dollars in thousands)
<S>                                                   <C>                <C>            <C>               <C>
Net income                                                $  45              $ 26           $ 115             $ 127
Other comprehensive income
        Unrealized (losses) gains on investment and
           mortgage-backed securities available-for-sale   (104)              109            (205)              541

Income tax benefit (expense) related to items of other
comprehensive income                                         35               (37)             70              (184)
                                                          -----              ----           -----             -----

Other comprehensive (loss) income, after tax                (69)               72            (135)              357
                                                          -----              ----           -----             -----

Comprehensive income                                      $ (24)             $ 98           $ (20)            $ 484
                                                          =====              ====           =====             =====

</TABLE>


See notes to consolidated condensed financial statements.



                                     Page 3
<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
                 Consolidated Condensed Statements of Cash Flows
                    Six Months ended March 31, 2002 and 2001
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                                    2002             2001
                                                                                                 -----------      -----------
<S>                                                                                            <C>              <C>
Cash flows from operating activities:                                                              (Dollars in thousands)
  Net income                                                                                        $ 115            $ 127
  Adjustments to reconcile net income to net cash provided by operating activities:
    Amortization of premiums and discounts on securities available-for-sale, net                       53               (4)
    Amortization of intangibles                                                                        21               12
    Deferred income tax benefit, net                                                                   40                4
    Federal Home Loan Bank stock dividend                                                             (37)             (35)
    Depreciation                                                                                       56               34
    Loss on disposal of fixed assets                                                                   --               11
    Dividends reinvested                                                                               (7)              (6)
    Deferred loan origination fees, net                                                                17                4
    ESOP shares committed to be released                                                               31               29
    MSBP compensation expense                                                                          (3)              29
Change in:
        Accrued interest receivable                                                                    15               86
        Income taxes                                                                                  (30)              53
        Other assets                                                                                   54                4
        Accrued expenses and other liabilities                                                       (411)               5
                                                                                                 --------          -------
           Net cash (used in) provided by operating activities                                        (86)             353

Cash flows from investing activities:
  Purchases of securities available-for-sale                                                      (5,431)               --
  Proceeds from maturities, calls and prepayments of securities available-for-sale                  6,833            5,553
  Origination of loans receivable                                                                 (15,893)          (6,674)
  Repayment of principal on loans receivable                                                       10,507            4,365
  Acquisition of branch office                                                                         --              773
  Purchase of premises and equipment                                                               (1,143)            (548)
                                                                                                 --------          -------
    Net cash (used in) provided by investing activities                                            (5,127)           3,469

Cash flows from financing activities:
  Net increase in deposits                                                                          3,738              797
  Advances from Federal Home Loan Bank                                                                 --            4,350
  Repayment of advances from Federal Home Loan Bank                                                    --           (6,900)
  Net decrease in advances from borrowers for taxes and insurance                                     (34)             (34)
  Exercise of stock options                                                                            47               --
  Dividends paid to stockholders                                                                     (180)            (177)
                                                                                                 --------          -------
    Net cash provided by (used in) financing activities                                             3,571           (1,964)
                                                                                                 --------          -------
Net (decrease) increase in cash and cash equivalents                                               (1,642)           1,858
Cash and cash equivalents at beginning of period                                                    5,897            2,796
                                                                                                 --------          -------
Cash and cash equivalents at end of period                                                       $  4,255          $ 4,654
                                                                                                 ========          =======
Cash paid during period for:
   Interest                                                                                      $  1,161          $ 1,256
   Income taxes                                                                                        35               --
Noncash Investing and Financing Activities:
</TABLE>

    During 2001, the Company  acquired a branch in Gillette  Wyoming with $95 of
    loans, $387 of property and equipment and $1,353 of deposits.
See notes to consolidated condensed financial statements.

                                     Page 4

<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
              Notes to Consolidated Condensed Financial Statements
                                 March 31, 2002


NOTE 1:  BASIS OF PRESENTATION

The accompanying  unaudited interim consolidated  condensed financial statements
have been prepared in accordance with accounting  principles  generally accepted
in the United  States of America  ("GAAP")  for interim  financial  information.
Accordingly,  they do not include all of the information and footnotes  required
by GAAP for complete financial statements.  For further information,  the reader
should  refer to the Annual  Report on Form 10-KSB of Crazy Woman Creek  Bancorp
Incorporated (the "Company") for the fiscal year ended September 30, 2001.

In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary for fair presentation  have been included.  The
results of operations  for the three and six months ended March 31, 2002 are not
necessarily  indicative  of the results which may be expected for an entire year
or any other period.

The accompanying  consolidated  financial statements include the accounts of the
Company and Buffalo Federal Savings Bank (the "Bank"), a wholly-owned subsidiary
of the Company. All significant intercompany balances and transactions have been
eliminated in consolidation.

NOTE 2:  IMPACT OF RECENTLY ISSUED ACCOUNT STANDARDS

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards ("SFAS") No. 141, Business  Combinations and
SFAS No. 142, Goodwill and Other Intangible Assets.  SFAS 141, which was adopted
by the Company on July 1, 2001,  requires that the purchase method of accounting
be used for all business  combinations  initiated  after June 30, 2001. SFAS 141
also specifies criteria intangible assets acquired in a purchase method business
combination  must meet to be recognized and reported  apart from goodwill.  SFAS
142 requires that goodwill and intangible assets with indefinite useful lives no
longer be amortized,  but instead  tested for  impairment  at least  annually in
accordance  with the  provisions of SFAS 142.  However,  goodwill  recognized in
connection with certain branch  acquisitions  will continue to be subject to the
provisions of SFAS No. 72,  Accounting  for Certain  Acquisitions  of Banking or
Thrift Institutions. SFAS 142, which was adopted by the Company October 1, 2001,
also requires  that  intangible  assets with definite  useful lives be amortized
over their respective estimated useful lives to their estimated residual values,
and reviewed for impairment in accordance with SFAS No. 144,  Accounting for the
Impairment or Disposal of Long-Lived Assets.

SFAS 141  required,  upon  adoption of SFAS 142,  that the Company  evaluate its
existing  intangible  assets and goodwill that were acquired in a prior purchase
business  combination,  and to make any necessary  reclassifications in order to
conform with the new criteria in SFAS 141 for  recognition  apart from goodwill.
Additionally,  upon  adoption of SFAS 142,  the Company was required to reassess
the useful  lives and  residual  values of all  intangible  assets  acquired  in
purchase  business  combinations,  and make any  necessary  amortization  period
adjustments  by the end of the first  interim  period after  adoption  which was
December 31, 2001. Upon adoption, the Company did not have any reclassifications
to its recorded  intangible  assets or any changes in its estimated useful lives
or residual values.

In connection with the transitional  goodwill  impairment  evaluation,  SFAS 142
required the Company to perform an  assessment of whether there is an indication
that  goodwill  is  impaired  as of the  date  of  adoption.  As of the  date of
adoption,  the Company had unamortized  goodwill in the amount of $178,000 which
will  continue to be amortized in  accordance  with the  provisions  of SFAS 72.
There was no indication that goodwill was impaired at the date of adoption.  The
Company tests  goodwill  annually in the

                                     Page 5
<PAGE>
             CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
              Notes to Consolidated Condensed Financial Statements
                                 March 31, 2002

fourth quarter in connection  with its annual  budgeting  process.  Amortization
expense related to goodwill was $3,000 for the three months ended March 31, 2002
and 2001. Amortization expense related to goodwill was $6,000 and $3,000 for the
six months ended March 31, 2002 and 2001, respectively.

Following is a summary of acquired intangible assets at March 31, 2002.

                             Gross            Accumulated
                         Carrying Amount      Amortization          Net
                         ---------------      ------------       ---------

Goodwill                   $ 188,000             16,000           172,000
Core Deposit Premium         122,000             39,000            83,000
                           ---------           --------         ---------
                           $ 310,000             55,000           255,000
                           =========           ========         =========

Amortization  expense for Goodwill and Core Deposit Premium the six months ended
March 31, 2002 was  $21,000  and  estimated  annual  amortization  expense is as
follows:

                   Year Ended
                 September 30,
-------------------------------------------------

2002                            $ 41,000
2003                              36,000
2004                              31,000
2005                              26,000
2006                              21,000

NOTE 3:  EARNINGS PER SHARE

Basic  earnings  per share  ("EPS") is computed  by  dividing  net income by the
weighted-average  number of common  shares  outstanding  during the period  less
unvested  management  stock  bonus  plan  (MSBP)  and  unallocated  and  not yet
committed to be released  Employee Stock  Ownership Plan (ESOP) shares.  Diluted
EPS is  calculated  by  dividing  net income by the  weighted-average  number of
common shares used to compute basic EPS plus the incremental amount of potential
common stock determined by the treasury stock method.
<TABLE>
<CAPTION>


                                                                 For the Three Months ended March 31, 2002
                                                          Net Income        Average Shares        Per Share Amount
                                                       -----------------  --------------------  -------------------
<S>                                                    <C>                    <C>              <C>
 Basic EPS
  Net income available to common stockholders             $ 45,000               793,574             $ 0.06
                                                                                                     ======
 Effect of Dilutive Securities
   Incremental shares under stock option plan                   --                11,213
   Incremental shares related to MSBP                           --                   378
                                                       ---------------------------------
 Diluted EPS
   Income available to common stockholders plus
     assumed conversions                                  $ 45,000               805,165             $ 0.06
                                                          ========               =======             ======
</TABLE>

                                     Page 6
<PAGE>
             CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
              Notes to Consolidated Condensed Financial Statements
                                 March 31, 2002

<TABLE>
<CAPTION>

                                                                 For the Three Months ended March 31, 2001
                                                          Net Income        Average Shares        Per Share Amount
                                                          ---------------------------------------------------------
 Basic EPS
<S>                                                     <C>                    <C>              <C>
  Net income available to common stockholders               $ 26,000               777,172          $ 0.03
                                                                                                    ======
 Effect of Dilutive Securities
   Incremental shares under stock option plan                     --                11,370
   Incremental shares related to MSBP                             --                   562
                                                          -----------------------------------
 Diluted EPS
   Income available to common stockholders plus
     assumed conversions                                    $ 26,000               789,104          $ 0.03
                                                            ========               =======          ======


                                                                  For the Six Months ended March 31, 2002
                                                          Net Income        Average Shares        Per Share Amount
                                                          ---------------------------------------------------------
 Basic EPS
  Net income available to common stockholders               $115,000               792,374          $ 0.14
                                                                                                    ======
 Effect of Dilutive Securities
   Incremental shares under stock option plan                     --                 9,403
   Incremental shares related to MSBP                             --                   254
                                                          -----------------------------------
 Diluted EPS
   Income available to common stockholders plus
     assumed conversions                                    $115,000               802,031          $ 0.14
                                                            ========               =======          ======


                                                                  For the Six Months ended March 31, 2001
                                                          Net Income        Average Shares        Per Share Amount
                                                          ---------------------------------------------------------
 Basic EPS
  Net income available to common stockholders               $127,000               775,986          $ 0.16
                                                                                                    ======
 Effect of Dilutive Securities
   Incremental shares under stock option plan                     --                 6,482
   Incremental shares related to MSBP                             --                   281
                                                          -----------------------------------
 Diluted EPS
   Income available to common stockholders plus
     assumed conversions                                    $127,000               782,757          $ 0.16
                                                            ========               =======          ======

</TABLE>


                                     Page 7
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Management Discussion and Analysis of Financial Condition
                            and Results of Operations
                                 March 31, 2002

FORWARD LOOKING STATEMENTS
--------------------------

The  Company  may  from  time  to time  make  written  or oral  "forward-looking
statements",  including  statements  contained in the Company's filings with the
Securities and Exchange  Commission  (including  this  Quarterly  Report on Form
10-QSB and the exhibits  thereto),  in its reports to stockholders  and in other
communications  by the  Company,  which  are made in good  faith by the  Company
pursuant to the "safe  harbor"  provision of the Private  Securities  Litigation
Reform Act of 1995.

These  forward-looking  statements  involve  risks  and  uncertainties,  such as
statements  of the  Company's  plans,  objectives,  expectations,  estimates and
intentions, that are subject to changes based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's  financial  performance to differ  materially from the
plans,  objectives,  expectations,  estimates and  intentions  expressed in such
forward-looking statements: the strength of the United States economy in general
and the strength of the local economy in which the Company conducts  operations;
the effects of, and changes in,  trade,  monetary and fiscal  policies and laws,
including  interest  rate  policies  of the board of  governors  of the  federal
reserve system, inflation, interest rates, market and monetary fluctuations; the
timely development of and acceptance of new products and services of the Company
and the  perceived  overall  value of these  products  and  services  by  users,
including the features,  pricing and quality  compared to competitors'  products
and services;  the willingness of users to substitute  competitors' products and
services for the Company's products and services;  the success of the Company in
gaining  regulatory  approval of its products and services,  when required;  the
impact of changes in financial  services' laws and  regulations  (including laws
concerning taxes,  banking,  securities and insurance);  technological  changes;
acquisitions; changes in consumer spending and saving habits; and the success of
the Company at managing the risks resulting from these factors.

The Company cautions that the listed factors are not exclusive. The Company does
not undertake to update any forward-looking statement,  whether written or oral,
that may be made from time to time by or on behalf of the Company.

GENERAL
-------

The  Company is a unitary  savings  and loan  holding  company of the Bank.  The
Company's  assets are  comprised  of its  investment  in the Bank, a loan to the
ESOP, a loan to the Bank, and shares held in mutual funds.  The Bank operates as
a traditional savings association,  attracting deposit accounts from the general
public and using  those  deposits,  together  with  other  funds,  primarily  to
originate and invest in fixed-rate  conventional  loans secured by single-family
residential real estate.  The Bank also utilizes funds obtained from the Federal
Home Loan Bank of Seattle  ("FHLB") to  purchase  investment  securities  and to
originate loans. The Bank also originates commercial real estate loans, business
loans, home equity loans,  consumer loans and loans secured by savings accounts.
The Bank invests in mortgage-backed  securities  (including Real Estate Mortgage
Investment Conduits ("REMICs")),  municipal bonds and short-term and medium-term
U.S. Agency securities.

The Bank's net income is dependent  primarily on its net interest income,  which
is the difference between interest income earned on its interest-earning  assets
and interest expense paid on interest-bearing  liabilities.  Net interest income
is determined by (i) the difference  between  yields earned on  interest-earning
assets and rates paid on interest-bearing liabilities (interest rate spread) and
(ii) the  relative  amounts  of  interest-earning  assets  and  interest-bearing
liabilities. The Bank's interest rate spread is affected by regulatory, economic
and competitive  factors that influence  interest rates, loan demand and

                                     Page 8

<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Management Discussion and Analysis of Financial Condition
                     and Results of Operations (Continued)
                                 March 31, 2002

deposit flows. To a lesser extent, the Bank's net income is also affected by the
level of non-interest  income,  which primarily  consists of service charges and
other  operating  income.  In  addition,  net income is affected by the level of
non-interest (general and administrative) expenses.

PURCHASE OF BRANCH

On December 27, 2000,  the Bank  purchased  the building,  equipment,  loans and
acquired  the deposit  liabilities  of the  Gillette,  Wyoming  branch of Hulett
National Bank for a purchase price of $675,000.  The  transaction  was accounted
for as a purchase and  accordingly,  the  Consolidated  Condensed  Statements of
Income for the three and six months  ended March 31, 2002 and 2001,  include the
results of  operations of the acquired  branch since the date of purchase.  Cash
received in the branch acquisition  totaled $773,000.  The purchase consisted of
$95,000 of loans,  $387,000 of premises and equipment,  the assumption of $1.353
million in deposits and $212,000 of accrued interest and other liabilities.  The
premium  paid over  historical  carrying  values  was  $310,000,  which has been
allocated  to goodwill  and deposit  premium.  The branch is called "The Bank of
Gillette, a branch of Buffalo Federal Savings Bank" ("Branch").

CRITICAL ACCOUNTING POLICIES

Companies may apply certain critical accounting policies requiring management to
make subjective or complex judgments,  often as a result of the need to estimate
the effect of matters that are inherently  uncertain.  The Company considers its
only  critical  accounting  policy  to be the  allowance  for loan  losses.  The
allowance  for loan losses is  established  through a provision  for loan losses
charged against earnings. The balance of allowance for loan losses is maintained
at the amount management  believes will be adequate to absorb known and inherent
losses in the loan  portfolio.  The  appropriate  balance of allowance  for loan
losses is determined by applying  estimated loss factors to the credit  exposure
from  outstanding  loans.   Estimated  loss  factors  are  based  on  subjective
measurements   including   management's   assessment   of  the   internal   risk
classifications,   changes  in  the  nature  of  the  loan  portfolio,  industry
concentrations  and the impact of current local,  regional and national economic
factors on the quality of the loan  portfolio.  Changes in these  estimates  and
assumptions  are  reasonably  possible  and may have a  material  impact  on the
Company's consolidated financial statements, results of operation or liquidity.

FINANCIAL CONDITION
-------------------

ASSETS

At March 31, 2002,  assets totaled $70.911  million  compared to total assets of
$68.773  million at September  30, 2001.  The increase was primarily a result of
increases in net loans  receivable  and net premises and  equipment,  which more
than  offset  the  decrease  in cash and cash  equivalents  and  investment  and
mortgage-backed securities available-for-sale.

Cash and cash  equivalents  decreased  $1.642  million  during the  period.  The
decrease was primarily the result of the increase in loans  receivable and costs
associated  with  branching  activities  offset by a decrease in investment  and
mortgage-backed securities and a corresponding increase in deposits.

Securities  available-for-sale decreased by $1.653 million during the six months
ended March 31, 2002.  Securities  prepayments,  calls and  maturities of $6.833
million were  received on  investment  securities


                                     Page 9
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Management Discussion and Analysis of Financial Condition
                     and Results of Operations (Continued)
                                 March 31, 2002

available-for-sale.  The Bank purchased $5.431 million of investment  securities
available-for-sale,  and the market value of the securities  decreased  $205,000
during the period. Amortization of premium discounts and dividends accounted for
$46,000 of the decrease in securities.

Loans receivable  increased $5.369 million during the six months ended March 31,
2002.  During this period,  the Bank originated  loans totaling $15.893 million,
comprised of residential mortgage loans totaling $4.963 million, non-residential
mortgage loans totaling $6.439 million,  consumer loans totaling $2.605 million,
and commercial loans totaling $1.886 million.  During the same period,  the Bank
received scheduled  principal payments and prepayments  totaling $10.507 million
on its loan portfolio.

Bank property and equipment  increased by $1.087  million  during the period and
was  primarily  the result of  improvements  to the land in  Sheridan,  Wyoming.
Improvements to the land in Sheridan  totaled $805,000 as of March 31, 2002. The
Sheridan  parcel of land consists of 1.48 acres.  The total cost of construction
of the branch is estimated to be $2.1 million and the branch  opened on April 8,
2002.

LIABILITIES

Deposits  increased by $3.738 million from $40.709 million at September 30, 2001
to $44.447 million at March 31, 2002.

Deferred income taxes decreased by $30,000 during the six months ended March 31,
2002  and  were  mainly  the  result  of  the   decrease  in  market   value  of
available-for-sale  securities  offset by deferred  income tax expense from FHLB
stock dividends and amortization of intangibles.

Accrued  expenses and other  liabilities  decreased  by $411,000  during the six
months  ended  March 31,  2002 and were  mainly  the result of the  decrease  in
accrued  interest  payable,  outstanding  corporate  checks and accounts payable
related to the construction project in Sheridan Wyoming.

STOCKHOLDERS' EQUITY

Overall,  stockholders'  equity  decreased  $125,000 during the six months ended
March 31, 2002. The decrease was primarily the result of decreased  market value
on available-for-sale securities.

ASSET QUALITY
-------------

Non-performing  assets  totaled  $381,000 at March 31,  2002,  or 0.86% of gross
loans.  This compares to $119,000 at September 30, 2001 or 0.31% of gross loans.
Non-performing  loans at March 31,  2002 were  comprised  of four  single-family
mortgage loans, two commercial loans, and four consumer loans.

RESULTS OF OPERATIONS
---------------------

Comparison of Three Months Ended March 31, 2002 and 2001.
---------------------------------------------------------

Net Income. Net income for the three months ended March 31, 2002 was higher than
net income  reported for the same period in 2001.  Specifically  the increase is
attributable  to a $92,000  increase in net interest income a $7,000 increase in
non-interest  income,  a $11,000  decrease in loss on disposal of

                                    Page 10
<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Management Discussion and Analysis of Financial Condition
                     and Results of Operations (Continued)
                                 March 31, 2002

assets.  These increases were offset by a $6,000  increase in  compensation  and
benefits,  a $16,000  increase in occupancy and equipment,  a $7,000 increase in
advertising,  a $27,000 increase in professional fees associated with search for
a Chief Executive Officer, a $25,000 increase in other expenses, and an increase
of $6,000 in income  tax  expense.  The  increase  in net  interest  income  was
primarily attributed to an increase in the volume of interest-earning assets and
interest-bearing  liabilities offset by a corresponding decrease in the yield on
interest-earning  assets and the cost of  interest-bearing  liabilities  for the
three-month period ended March 31, 2002.

Interest  Income.  For the three months ended March 31,  2002,  interest  income
totaled  $1.054  million  compared to $1.078  million for the three months ended
March 31,  2001.  An increase in the volume of average  interest-earning  assets
from  $62.069  million  for the three  months  ended  March 31,  2001 to $67.285
million  for the same  period in 2002  contributed  to a  $132,000  increase  in
interest   income.   A  decrease  was   experienced  in  the  yield  on  average
interest-earning  assets from 6.95% for the three months ended March 31, 2001 to
6.27% for the three months ended March 31, 2002, which contributed to a $156,000
decrease in interest income.

Interest Expense. Total interest expense decreased by $116,000 from $676,000 for
the three  months  ended March 31, 2001 to $560,000 for the same period in 2002.
This  was   primarily   a  result  of  a   decrease   in  the  cost  of  average
interest-bearing liabilities.

Interest expense for deposits, including deposit premium amortization, decreased
by $54,000  from  $407,000 for the three months ended March 31, 2001 to $353,000
for the same  period  in 2002.  The cost of  average  interest-bearing  deposits
decreased  from 4.94% for the three months ended March 31, 2001 to 3.30% for the
three months ended March 31, 2002, which caused interest expense for deposits to
decrease by  $155,000.  An  increase  in the volume of average  interest-bearing
deposits  from $32.981  million for the three  months  ended March 31, 2001,  to
$42.774  million  for the three  months  ended  March 31,  2002,  resulted  in a
$101,000 increase in interest expense for deposits.

Interest expense for advances from the FHLB and other interest expense decreased
by $62,000  from  $269,000 for the three months ended March 31, 2001 to $207,000
for the same period in 2002. The cost of average interest-bearing  advances from
the FHLB decreased from 6.33% for the three months ended March 31, 2001 to 6.18%
for  the  same   period  in  2002.   This   decrease  in  the  cost  of  average
interest-bearing  advances caused a $5,000 decrease in interest expense. Average
interest-bearing  advances  decreased  from $17.011  million for the three month
period ended March 31, 2001, to $13.400 million for the three month period ended
March 31,  2002,  and  resulted in an $57,000  decrease in interest  expense for
advances.

Net Interest Income.  Net interest income increased by $91,000 from $402,000 for
the three  months  ended March 31, 2001 to $493,000  for the three  months ended
March  31,  2002.  The  increase  in  the  volume  of  average  interest-bearing
liabilities and the decrease in the cost of average interest-bearing liabilities
were the major factors for the increase in net interest income.  The increase in
average  interest-bearing  liabilities  was not fully offset by a  corresponding
increase in average  interest-earning assets as evidenced by the decrease of the
ratio of average interest-earning assets to average interest-bearing liabilities
from  124.16% in 2001 to 119.78% in 2002.  The major  factor was the decrease in
the rate paid for  interest-bearing  liabilities  and a smaller  decrease in the
rate earned for average interest-earning assets.


                                    Page 11
<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Management Discussion and Analysis of Financial Condition
                     and Results of Operations (Continued)
                                 March 31, 2002

Net interest  margin  increased  from 2.59% for the three months ended March 31,
2001 to 2.94% for the three  months  ended March 31,  2002.  The increase in net
interest  margin was primarily  caused by the  disproportionate  decrease in the
cost of interest-bearing liabilities compared to interest-earning assets.

Provision  for Loan Losses.  No provision  was recorded  during the three months
ended March 31, 2002 and 2001.  There were  $1,000 in loan  charge-offs  for the
three months ended March 31, 2002 while recoveries  totaled $4,000. In the three
months  ended  March 31,  2001,  there  were  $7,000 in loan  charge-offs  while
recoveries totaled $22,000.

Total Non-interest  Income.  Total non-interest  income increased by $7,000 from
$26,000  for the three  months  ended  March 31,  2001 to $33,000  for the three
months  ended March 31,  2002  primarily  due to an increase in other  operating
income.

Total Non-interest Expense. Total non-interest expense increased by $74,000 from
$395,000  for the three  months  ended March 31, 2001 to $469,000  for the three
months ended March 31,  2002.  The  increase  was  attributable  to increases in
compensation,  occupancy and  equipment,  advertising,  data  processing  costs,
professional  fees, and other  non-interest  expenses  primarily  related to the
expansion of operations.

Provision  for Income  Taxes.  The effective tax rate for the three months ended
March 31, 2002 and 2001 was 22.41% and 21.21%,  respectively.  The effective tax
rate is higher during 2002 than 2001 due to an increase in taxable  income and a
corresponding  increase in tax exempt interest income and resulting in permanent
tax  differences  arising from the dividends  received  deduction and tax exempt
interest income.

Comparison of Six Months Ended March 31, 2002 and 2001.
-------------------------------------------------------

Net  Income.  Net income for the six months  ended March 31, 2002 was lower than
net income  reported for the same period in 2001  primarily due to expanding the
branch  operations.  Specifically  the reduction is  attributable  to a $103,000
increase in compensation and benefits resulted  primarily from the hiring of two
branch presidents and ten additional staff members and the costs associated with
a severance  payment to a former  employee,  a $37,000 increase in occupancy and
equipment,  a  $9,000  increase  in  advertising,  a  $10,000  increase  in data
processing costs, a $25,000 increase in professional fees associated with search
for a Chief Executive Officer,  and a $54,000 increase in other expenses.  These
increases were partially offset by a $189,000 increase in net interest income, a
$12,000 increase in non-interest  income, a $11,000 decrease in loss on disposal
of assets, and a reduction of $17,000 in income tax expense. The increase in net
interest  income  was  primarily  attributed  to an  decrease  in  the  cost  of
interest-bearing liabilities for the six-month period ended March 31, 2002.

Interest  Income.  For the six months  ended  March 31,  2002,  interest  income
totaled $2.160 million compared to $2.171 million for the six months ended March
31,  2001.  An  increase in the volume of average  interest-earning  assets from
$62.575  million for the six months ended March 31, 2001 to $67.188  million for
the same  period in 2002 caused  interest  income to  increase  by  $226,000.  A
decrease was  experienced in the yield on average  interest-earning  assets from
6.94% for the six months  ended March 31, 2001 to 6.43% for the six months ended
March 31, 2002, which contributed to a $237,000 decrease in interest income.

                                    Page 12

<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Management Discussion and Analysis of Financial Condition
                     and Results of Operations (Continued)
                                 March 31, 2002

Interest  Expense.  Total  interest  expense  decreased by $200,000  from $1.368
million for the six months  ended March 31, 2001 to $1.168  million for the same
period in 2002. This was primarily a result of a decrease in the cost of average
interest-bearing liabilities.

Interest expense for deposits including deposit premium  amortization  decreased
by $53,000 from $800,000 for the six months ended March 31, 2001 to $747,000 for
the same period in 2002. The cost of average interest-bearing deposits decreased
from 4.99% for the six months  ended  March 31, 2001 to 3.57% for the six months
ended March 31, 2002,  which caused interest expense for deposits to decrease by
$263,000.  An increase in the volume of average  interest-bearing  deposits from
$32.052  million for the six months ended March 31, 2001 to $41.879  million for
the six months ended March 31, 2002, resulted in a $210,000 increase in interest
expense for deposits.

Interest expense for advances from the FHLB and other interest expense decreased
by $147,000  from  $566,000  for the six months ended March 31, 2001 to $419,000
for the same period in 2002. The cost of average interest-bearing  advances from
the FHLB  decreased  from 6.41% for the six months ended March 31, 2001 to 6.28%
for  the  same   period  in  2002.   This   decrease  in  the  cost  of  average
interest-bearing advances caused a $12,000 decrease in interest expense. Average
interest-bearing  advances  decreased  from  $17.731  million  for the six month
period  ended March 31, 2001 to $13.400  million for the six month  period ended
March 31,  2002,  resulting  in a $135,000  decrease  in  interest  expense  for
advances.

Net Interest Income. Net interest income increased by $189,000 from $803,000 for
the six months  ended March 31, 2001 to $992,000  for the six months ended March
31,  2002.  The  decrease in net  interest  income was  primarily  caused by the
increase in the cost and volume of interest-bearing liabilities. The increase in
average interest-bearing  liabilities was not offset by a corresponding increase
in average  interest-earning assets as evidenced by the decrease of the ratio of
average  interest-earning  assets to average  interest-bearing  liabilities from
125.70%  in 2001 to  121.54%  in 2002.  The  increase  in the cost and volume of
average interest-bearing  liabilities were the major factors for the decrease in
net interest income.

Net interest margin increased from 2.57% for the six months ended March 31, 2001
to 2.95% for the six months ended March 31,  2002.  The increase in net interest
margin  was  primarily  caused  by the  disproportionate  decrease  in  cost  of
interest-bearing liabilities compared to interest-earning assets.

Provision for Loan Losses. No provision was recorded during the six months ended
March 31,  2002 and 2001.  There  were  $1,000 in loan  charge-offs  for the six
months ended March 31, 2002 while recoveries  totaled $7,000.  In the six months
ended March 31, 2001,  there were $7,000 in loan  charge-offs  while  recoveries
totaled $32,000.

Total Non-interest  Income.  Total non-interest income increased by $12,000 from
$51,000  for the six months  ended  March 31, 2001 to $63,000 for the six months
ended March 31, 2002 primarily due to an increase in other operating  income and
customer service charges.

Total Non-interest  Expense.  Total  non-interest  expense increased by $230,000
from  $675,000  for the six months  ended March 31, 2001 to $905,000 for the six
months ended March 31, 2002. There were increases in compensation, occupancy and
equipment,  advertising,  data processing costs, professional fees, amortization
of goodwill and other non-interest expenses.


                                    Page 13
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Management Discussion and Analysis of Financial Condition
                     and Results of Operations (Continued)
                                 March 31, 2002

Provision  for Income  Taxes.  The  effective  tax rate for the six months ended
March 31, 2002 and 2001 was 23.34% and 29.05%,  respectively.  The effective tax
rate is lower than the expected tax rate of 34% due to permanent tax differences
arising from the dividends received deduction and tax exempt interest income.

CAPITAL COMPLIANCE AND LIQUIDITY
--------------------------------

Capital Compliance.  The following table presents the Bank's compliance with its
regulatory capital requirements:
<TABLE>
<CAPTION>

                                                                       At March 31, 2002
                                                                  --------------------------
                                                                                  Percentage
                                                                   Amount          of Assets
                                                                  ---------       -----------
                                                                   (Dollars in thousands)
<S>                                                            <C>               <C>
GAAP Capital...................................................   $ 10,358          14.67%

Tangible capital...............................................   $ 10,189          14.47%
Tangible capital requirement...................................      1,056           1.50%
                                                                  --------          -----
Excess.........................................................   $  9,133          12.97%
                                                                  ========          =====

Core capital...................................................   $ 10,188          14.47%
Core capital requirements......................................      2,112           3.00%
                                                                  --------          -----
Excess.........................................................   $  8,076          11.47%
                                                                  ========          =====

Total risk-based capital (1)...................................   $ 10,502          26.06%
Total risk-based capital requirement (1).......................      3,223           8.00%
                                                                  --------          -----
Excess (1).....................................................   $  7,279          18.06%
                                                                  ========          =====

</TABLE>
1)  Based on risk-weighted assets of $40,293,000
2)  Based on the Bank's adjusted total assets of $70,407,000

Management believes that, under current  regulations,  the Bank will continue to
meet its minimum capital  requirements in the foreseeable future.  Events beyond
the control of the Bank,  such as increased  interest rates or a downturn in the
economy  in areas in which  the Bank  operates  could  adversely  affect  future
earnings  and, as a result,  the ability of the Bank to meet its future  minimum
capital requirements.

The Bank,  before  and after any  proposed  capital  distributions  must meet or
exceed all capital requirements, is permitted to make capital distributions with
prior notice to the Office of Thrift  Supervision during any calendar year up to
a total of current year net income and the  preceding  two years net income less
dividends  paid during the previous two years.  The Bank  currently  exceeds all
capital  requirements  and has been  assessed  as  "well-capitalized"  under the
regulatory guidelines.

Liquidity. The Bank is required under federal regulations to maintain sufficient
liquidity  to insure  its safe an sound  operation.  The Bank's  liquidity  is a
measure of its ability to fund loans,  pay  withdrawals  of deposits,  and other
cash outflows in an efficient,  cost effective manner. The Bank's primary source
of funds are deposits and scheduled amortization and prepayment of loans. During
the past several years,  the Bank has used such funds primarily to fund maturing
time deposits, pay savings withdrawals,  fund

                                    Page 14

<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY
            Management Discussion and Analysis of Financial Condition
                     and Results of Operations (Continued)
                                 March 31, 2002


lending commitments,  purchase new investments, and increase liquidity. The Bank
funds its  operations  internally but  supplements  with borrowed funds from the
FHLB. As of March 31, 2002 such borrowed  funds totaled  $13.400  million.  Loan
payments and maturing  investments  are greatly  influenced by general  interest
rates, economic conditions and competition.


The amount of  certificate  accounts and FHLB  advances,  which are scheduled to
mature during the twelve months ending March 31, 2003 is  approximately  $20.493
million and  $700,000,  respectively.  To the extent that these  deposits do not
remain at the Bank upon  maturity,  the Bank  believes that it can replace these
funds with deposits,  excess liquidity,  FHLB advances or outside borrowings. It
has been the Bank's  experience  that a  substantial  portion  of such  maturing
deposits remain at the Bank. No assurances,  however,  can be made that deposits
can be maintained in the future without further  increasing the cost of funds if
interest rates continue to increase.

At March 31, 2002, the Bank had loan commitments  outstanding of $5.019 million.
Funds  required to fill these  commitments  are derived  primarily  from current
excess  liquidity,  deposit  inflows or loan and investment and  mortgage-backed
security repayments and if necessary through FHLB advances.

The  Company's  primary  source of liquidity on a stand alone basis is dividends
received from the Bank. As indicated above under "Capital Compliance", dividends
paid by the Bank are subject to regulatory restrictions.


                                    Page 15
<PAGE>

KEY OPERATING RATIOS
--------------------
<TABLE>
<CAPTION>
                                                       Three Months Ended                      Six Months Ended
                                                            March 31,                              March 31,
                                                 ------------------------------    -----------------------------------
                                                    2002 (1)           2001 (1)            2002 (1)           2001 (1)
                                                 ---------------------------------------------------------------------
                                                          (Dollars in thousands, except per share data)
                                                                           (Unaudited)
<S>                                             <C>                 <C>                <C>                 <C>
Return on average assets                             0.26%               0.16%              0.32%               0.40%
Return on average equity                             1.36%               0.77%              1.69%               1.92%
Interest rate spread                                 2.28%               1.54%              2.20%               1.44%
Net interest margin                                  2.94%               2.59%              2.95%               2.56%
Non-interest expense to average
   assets                                            2.63%               2.44%              2.56%               2.09%
Net charge-offs to average
   outstanding loans                                (0.01%)             (0.04%)            (0.01%)             (0.07%)

</TABLE>

                                                 At March 31,       At September
                                                    2002              30, 2001
                                                ------------       -------------
Nonaccrual and 90 days past due
   loans                                           $  381              $  119
Repossessed real estate, held under
   judgment                                            --                  --
                                                 --------            --------
  Total nonperforming assets                       $  381              $  119
                                                 ========            ========
Nonperforming loans to gross loans                   0.86%               0.31%
Nonperforming assets to total assets                 0.53%               0.17%
Book value per share (2)                           $16.93              $17.21

---------------------
(1)  The ratios for the three-month periods are annualized.
(2)  The number of shares  outstanding  as of March 31, 2002 and  September  30,
     2001 was 793,524 and 790,124, respectively.  These include shares purchased
     by the ESOP.



                                    Page 16

<PAGE>

                           PART II - OTHER INFORMATION
                           ---------------------------

Item 1.  Legal Proceedings
         -----------------

         Neither the Company nor the Bank was engaged in any legal proceeding of
         a material  nature at March 31, 2002. From time to time, the Company is
         a party to legal proceedings in the ordinary course of business wherein
         it enforces its security interest in loans.

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  23,   2002,   the  Company  held  its  annual  meeting  of
         stockholders and the following items were presented:

         Election of Directors  Richard  Reimann and Sandra K. Todd for terms of
         three years ending 2005 and the ratification of the appointment of KPMG
         LLP as the Company's auditors for the 2002 fiscal year.

         Votes were as follows:

                                                For      Against   Withheld
                                                ---      -------   --------

         Richard Reimann                       697,485       --     17,310
         Sandra K. Todd                        697,735       --     17,060

         Ratification of KPMG LLP              696,799    11,896     6,100

Item 5.  Other Information
         -----------------

         Not applicable.

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

         (a)      Exhibits

                  None

         (b)      Reports on Form 8-K

                  A report  on Form 8-K was  filed on May 2,  2002  pursuant  to
                  items  5  and  7  announcing   the   registrant's   management
                  succession  plan  to  fill  the  position  vacated  by  former
                  President  and Chief  Executive  Officer  Deane D.  Bjerke who
                  retired on May 1, 2002.



                                    Page 17
<PAGE>

              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                                   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.


                                    CRAZY WOMAN CREEK BANCORP INCORPORATED



Date: May 14, 2002                  By: /s/ Gary J. Havens
                                    ----------------------
                                    Gary J Havens
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)



Date: May 14, 2002                  By: /s/ John B. Snyder
                                    ----------------------
                                    John B. Snyder
                                    Vice President and Chief Financial Officer
                                    (Principal Accounting and Financial Officer)