UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 2002

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the transition period from to

                        Commission File Number 000-24907

                                IBL BANCORP, INC.
        (Exact name of small business issuer as specified in its charter)

  LOUISIANA                                                   72 - 1421499
  ---------                                                   ------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                               Identification No.)

                23910 RAILROAD AVE., PLAQUEMINE, LOUISIANA 70764
                ------------------------------------------------
                    (Address of principal executive offices)

         Issuer's telephone number, including area code: (225) 687-6337

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period  that the issuer was  required  to file such  reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [ X ] No [   ]

Shares of common stock,  par value $.01 per share,  outstanding  as of August 7,
2002: 210,870

           Transitional Small Business Disclosure Format (check one):

                            Yes [   ]       No [ X ]


<PAGE>


                                IBL Bancorp, Inc.

                                   Form 10-QSB

                           Quarter Ended June 30, 2002

                         PART I - FINANCIAL INFORMATION

Interim Financial  Information required by Rule 10-01 of Regulation S-X and Item
303 of Regulation S-B is included in this Form 10-QSB as referenced below:

Item 1 - Financial Statements
                                                                            Page
Consolidated Statements Of Financial Condition At
June 30, 2002 (Unaudited) and December 31, 2001................................3

Consolidated Statements Of Income and Comprehensive Income (Unaudited)
For the Three and Six Months Ended June 30, 2002 and 2001......................4

Consolidated Statements Of Changes in Shareholders' Equity  (Unaudited) For The
Six Months Ended June 30, 2002 and 2001........................................6

Consolidated Statements Of Cash Flows (Unaudited) For the
Six Months Ended June 30, 2002 and 2001........................................7

Notes to Consolidated Financial Statements.....................................8

Item 2     - Management's Discussion and Analysis or Plan
                  of Operations...............................................12

                           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

Signatures....................................................................18


<PAGE>


<TABLE>
<CAPTION>


                                IBL BANCORP, INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                       June 30, 2002 and December 31, 2001


                                                                                                    June 30,
                                                                                                      2002          December 31,
                                                                                                   (Unaudited)          2001
                                                                                                   -----------          ----
<S>                                                                                             <C>                 <C>
ASSETS
Cash and amounts due from depository institutions............................................... $     141,931   $      219,790
Interest-bearing deposits in other institutions ................................................     1,416,860        2,159,131
                                                                                                   -----------      -----------
         Total cash ............................................................................     1,558,791        2,378,921
                                                                                                   -----------      -----------
Time deposits ..................................................................................       705,000          905,000
Investment securities                                                                              -----------      -----------
 Held to maturity (estimated market value $1,569,906 and $1,714,586) ...........................     1,524,405        1,683,662
 Available-for-sale (amortized cost $7,049,096 and $6,716,085) .................................     7,125,821        6,786,016
                                                                                                   -----------      -----------
         Total investment securities ...........................................................     8,650,226        8,469,678
                                                                                                   -----------      -----------
Loans receivable ...............................................................................    21,765,605       21,185,209
Less allowance for loan losses .................................................................       367,615          386,317
                                                                                                   -----------      -----------
         Loans receivable, net .................................................................    21,397,990       20,798,892
                                                                                                    -----------     -----------
Premises and equipment, net ....................................................................       133,368          145,368
Federal Home Loan Bank stock, at cost ..........................................................       228,300          225,100
Accrued interest receivable ....................................................................       172,829          173,973
Other assets ...................................................................................        47,851           36,748
                                                                                                   -----------      -----------
                  Total assets.................................................................. $  32,894,355   $   33,133,680
                                                                                                   ===========      ===========
LIABILITIES AND STOCKHOLDERS' EQUITY............................................................
Deposits........................................................................................ $  26,130,617   $   25,800,378
Advances from Federal Home Loan Bank ...........................................................     2,399,000        3,099,000
Advances by borrowers for taxes and insurance ..................................................        13,167           16,506
Federal income taxes payable ...................................................................        20,851               --
Other liabilities and deferrals ................................................................       114,564           93,477
                                                                                                   -----------      -----------
                  Total liabilities ............................................................    28,678,199       29,009,361
                                                                                                   -----------      -----------
Commitments and contingencies ..................................................................            --               --
                                                                                                    -----------     -----------

Preferred stock - $.01 par, 2,000,000 shares authorized ........................................            --               --
Common stock - $.01 par, 5,000,000 shares authorized, 210,870 shares
 issued ........................................................................................         2,109            2,109
Additional paid-in capital .....................................................................     1,749,526        1,744,044
Unearned ESOP shares ...........................................................................      (105,431)        (113,865)
Unearned RRP shares ............................................................................       (13,620)         (13,620)
Retained earnings - substantially restricted ...................................................     2,532,934        2,459,497
Accumulated other comprehensive income .........................................................        50,638           46,154
                                                                                                   -----------      -----------
                  Total  stockholders' equity ..................................................     4,216,156        4,124,319
                                                                                                   -----------      -----------
                  Total liabilities and stockholders' equity.................................... $  32,894,355   $   33,133,680
                                                                                                  ============      ===========
</TABLE>


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

                                       3

<PAGE>


<TABLE>
<CAPTION>

                                            IBL BANCORP, INC.
                                    CONSOLIDATED STATEMENTS OF INCOME
                                        AND COMPREHENSIVE INCOME
                            Three and six months ended June 30, 2002 and 2001


                                                        -----Three months ended-----   -----Six months ended-----
                                                          06/30/02       06/30/01        06/30/02         06/30/01
                                                        (Unaudited)     (Unaudited)    (Unaudited)      (Unaudited)
                                                        -----------     -----------    -----------      -----------
<S>                                              <C>                   <C>              <C>              <C>
INTEREST INCOME
Loans .........................................  $       419,891       $  470,523       $  833,497       $  939,195
Investment securities .........................          105,350          139,777          211,307          283,908
FHLB stock and other securities ...............            6,449            5,641           13,564           10,502
Deposits ......................................           14,236           18,986           32,833           38,740
                                                       ---------        ---------        ---------        ---------
         Total interest income ................          545,926          634,927        1,091,201        1,272,345
                                                       ---------        ---------        ---------        ---------
INTEREST EXPENSE
Deposits
 Interest-bearing demand deposit
  accounts ....................................           30,074           46,591           58,293           93,262
 Passbook savings accounts ....................           13,578           21,622           31,245           42,556
 Certificate of deposit accounts ..............          142,712          215,339          305,977          433,165
                                                       ---------        ---------        ---------        ---------
         Total interest on deposits ...........          186,364          283,552          395,515          568,983
Advances from Federal Home
 Loan Bank ....................................            9,627           44,919           31,746           80,256
                                                       ---------        ---------        ---------        ---------
         Total interest expense ...............          195,991          328,471          427,261          649,239
                                                       ---------        ---------        ---------        ---------
                  Net interest income .........          349,935          306,456          663,940          623,106
Provision for losses on loans .................               --           26,000               --           26,800
                                                       ---------        ---------        ---------        ---------
NET INTEREST INCOME
 AFTER PROVISION FOR
 LOSSES ON LOANS ..............................          349,935          280,456          663,940          596,306
                                                       ---------        ---------        ---------        ---------
NON-INTEREST INCOME
Service charges on deposit accounts ...........           24,703           21,757           49,247           48,244
Other .........................................            2,387            3,062            5,122            5,997
                                                       ---------        ---------         ---------       ---------
         Total non-interest income ............           27,090           24,819           54,369           54,241
                                                       ---------        ---------         ---------       ---------

NON-INTEREST EXPENSES
Compensation and benefits .....................          126,914          126,482          255,711          255,559
Occupancy .....................................            7,333            8,005           14,603           17,721
Furniture and equipment .......................            8,316            9,349           16,646           19,453
Deposit insurance premium .....................            1,128            1,153            2,285            2,336
Data processing ...............................           22,108           21,239           42,395           41,670
Legal and other professional ..................           69,582           21,196          106,230           48,667
Advertising ...................................            4,719            3,730            8,958            9,978
Office supplies and postage ...................            7,296           13,903           17,229           27,513
Other taxes - share tax assessment ............            8,460            7,800           16,920           15,600
Other general and administrative ..............           23,008           29,855           46,975           55,641
                                                       ---------        ---------        ---------        ---------
         Total non-interest expenses ..........          278,864          242,712          527,952          494,138
                                                       ---------        ---------        ---------        ---------

Continued ...
</TABLE>

                                       4

<PAGE>

<TABLE>
<CAPTION>

                                             -----Three months ended-----      -----Six months ended-----
                                               06/30/02      06/30/01         06/30/02          06/30/01
                                             (Unaudited)    (Unaudited)      (Unaudited)      (Unaudited)
                                             -----------    -----------      -----------      -----------
<S>                                         <C>           <C>              <C>              <C>
INCOME BEFORE PROVISION
 FOR INCOME TAXES $ .........................   98,161     $  62,563        $  190,357       $  156,409

PROVISION FOR INCOME
 TAXES ......................................   61,280        33,711            95,119           72,839
                                             ---------     ---------          ---------       ---------
NET INCOME ..................................$  36,881     $  28,852        $   95,238       $   83,570
                                             =========     =========          =========       =========
Basic earnings per share.....................$     .19     $     .15        $      .48       $      .43
                                              =========     =========         =========       =========
Diluted earnings per share...................$     .17     $     .13        $      .44       $      .39
                                              =========     =========         =========       =========

COMPREHENSIVE INCOME
Net income ..................................$  36,881     $  28,852        $   95,238       $   83,570
                                             ---------     ---------         ---------        ---------
Other comprehensive income
  Unrealized holding gains
   on securities during the period ..........   13,627        13,718             6,794           72,617
  Income tax expense related
   to unrealized holding gains ..............   (4,634)       (4,664)           (2,310)         (24,690)
Other comprehensive income,                  ---------      ---------         ---------        ---------
 net of  tax effects ........................    8,993         9,054             4,484           47,927
                                             ---------      ---------         ---------        ---------
Comprehensive income.........................$  45,874     $  37,906        $   99,722       $  131,497
                                             =========      =========         =========        =========
</TABLE>


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

                                       5

<PAGE>


<TABLE>
<CAPTION>

                                                     IBL BANCORP, INC.
                                CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                          Six months ended June 30, 2002 and 2001

                                                                                              Retained    Accumulated
                                                                                              Earnings -   Compre-
                                                 Common    Paid - In     ESOP       RRP       tially       hensive   Total
                                                  Stock    Capital       Shares     Shares    Restricted    Income   Equity
                                                  -----    -------       ------     ------    ----------    ------   ------

<S>                                              <C>     <C>           <C>         <C>        <C>          <C>
BALANCE, DECEMBER 31, 2000 ...................... 2,109   $1,740,992    $(130,734)  $(39,302)  $2,220,190   19,108  3,812,363
                                                  -----   ----------    ---------   --------   ----------   ------  ---------

COMPREHENSIVE INCOME
 (Unaudited)
Net income ......................................    --           --           --         --       83,570              83,570
Other comprehensive income, net of tax
  Unrealized losses on securities ...............    --           --           --         --           --   47,927     47,927
                                                  -----   ----------    ---------   --------   ----------   ------  ---------
Comprehensive income ............................    --           --           --         --       83,570   47,927    131,497
                                                  -----   ----------    ---------   --------   ----------   ------  ---------
ESOP shares released for allocation .............    --          521        7,501         --        1,307       --      9,329
Dividends .......................................    --           --           --         --      (21,087)      --    (21,087)

BALANCE, JUNE 30, 2001
 (Unaudited) .................................... 2,109  $ 1,741,513   $(123,233)   $(39,302)  $2,283,980  $67,035 $3,932,102
                                                  -----   ----------    ---------   --------   ----------   ------  ---------

BALANCE, DECEMBER 31, 2001....................... 2,109  $ 1,744,044    $(113,865)  $(13,620)  $2,459,497  $46,154 $4,124,319
                                                  -----   ----------    ---------   --------   ----------   ------  ---------
COMPREHENSIVE INCOME
 (Unaudited)
Net income ......................................    --           --           --         --       95,238              95,238

Other comprehensive income, net of tax
  Unrealized gains on securities ................    --           --           --         --           --    4,484     4,484
Comprehensive income ............................    --           --           --         --       95,238    4,484    99,722
                                                  -----   ----------    ---------   --------   ----------   ------  ---------
ESOP shares released for allocation .............    --        5,482        8,434         --        2,450              16,366
Dividends .......................................    --           --           --         --      (24,251)      --    (24,251)
                                                  -----   ----------    ---------   --------   ----------   ------  ---------
BALANCE, JUNE 30, 2002
 (Unaudited) .................................... 2,109     $1,749,526  $(105,431)  $(13,620)  $2,532,934  $50,638 $4,216,156
                                                  =====     ==========  =========   ========   ==========  ======= ==========
</TABLE>

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

                                       6

<PAGE>


<TABLE>
<CAPTION>

                                IBL BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Six months ended June 30, 2002 and 2001

                                                                                                    2002           2001
                                                                                                (Unaudited)     (Unaudited)
                                                                                                -----------     -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                        <C>                 <C>
Net income ................................................................................$        95,238     $    83,570
Adjustments to reconcile net income to net cash provided by
 operating activities:
  Depreciation ............................................................................         12,000          14,250
  Provision for loan losses ...............................................................             --          28,000
  ESOP contribution .......................................................................         16,366           9,329
  Provision for deferred federal income tax benefit .......................................           (193)           (611)
  Amortization of net premium on investment and mortgage-backed securities ................         21,898          11,531
  Net discount charged (realized) on installment loans ....................................        (91,372)         33,337
  Net loan fees deferred (recognized) .....................................................           (537)            318
  Stock dividends from Federal Home Loan Bank .............................................         (3,200)         (5,100)
  Net decrease (increase) in interest receivable ..........................................          1,144         (14,782)
  Net increase in other assets ............................................................        (11,103)        (32,612)
  Net increase (decrease) in interest payable .............................................        (16,311)          4,937
  Net increase (decrease) in income taxes payable .........................................         20,851         (75,305)
  Net increase in other liabilities .......................................................         18,970          61,936
                                                                                                -----------      ----------
         Total adjustments ................................................................        (31,487)         35,228
                                                                                                -----------      ----------
Net cash provided by operating activities .................................................         63,751         118,798
                                                                                                -----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES                                                             (507,189)        (222,971)
Net increase in loans receivable                                                               (1,637,647)      (1,533,879)
Proceeds from the sale of securities available for sale ...................................         20,590              --
Purchases of securities available-for-sale
Principal payments received on mortgage-backed securities
 available-for-sale .......................................................................      1,264,556       1,119,850
Purchases of securities held-to-maturity ..................................................       (100,000)             --
Principal payments received on mortgage-backed securities
 held-to-maturity .........................................................................        256,849         177,676
Purchase of Federal Home Loan Bank stock ..................................................             --          (8,100)
Purchases of office property and equipment ................................................             --         (24,980)
Certificates of deposits matured ..........................................................        200,000              --
                                                                                                -----------      ----------
Net cash used in investing activities .....................................................       (502,841)       (492,404)
                                                                                                -----------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposit accounts ..........................................................        346,550         685,561
Net decrease in advances by borrowers for taxes and insurance .............................         (3,339)         (2,255)
Cash dividends ............................................................................        (24,251)        (21,087)
Advances from Federal Home Loan Bank ......................................................      1,800,000              --
Repayment of advances from Federal Home Loan Bank .........................................     (2,500,000)       (300,000)
                                                                                                -----------      ----------
Net cash provided by (used in) financing activities .......................................       (381,040)        362,219
                                                                                                -----------      ----------
NET DECREASE IN CASH ......................................................................       (820,130)        (11,387)
Cash - beginning of period ................................................................      2,378,921       1,667,682
                                                                                                -----------      ----------
Cash - end of period......................................................................$      1,558,791     $ 1,656,295
                                                                                                ===========     ===========
</TABLE>



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

                                       7

<PAGE>

                                IBL BANCORP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                                  June 30, 2002


A:   BASIS OF PRESENTATION

     The accompanying consolidated financial statements for the period ended
     June 30, 2002 include the accounts of IBL Bancorp, Inc. (the "Company" or
     "Bancorp") and its wholly owned subsidiary, Iberville Building and Loan
     Association (the "Association"). Currently, the business and management of
     IBL Bancorp, Inc. is primarily the business and management of the
     Association. All significant intercompany transactions and balances have
     been eliminated in the consolidation.

     The accompanying consolidated unaudited 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
     financial position, results of operations and cash flows in conformity with
     generally accepted accounting principles. However, all adjustments
     (consisting only of normal recurring accruals) which, in the opinion of
     management, are necessary for a fair presentation of the consolidated
     financial statements have been included. The results of operations for the
     six months ended June 30, 2002 are not necessarily indicative of the
     results to be expected for the year ending December 31, 2002.

B:   EMPLOYEE STOCK OWNERSHIP PLAN

     The Bancorp sponsors a leveraged employee stock ownership plan (ESOP) that
     covers all employees who have at least one year of service with the
     Bancorp. The ESOP shares initially were pledged as collateral for the ESOP
     debt. The debt is being repaid based on a ten-year amortization and the
     shares are being released for allocation to active employees quarterly over
     the ten-year period. The shares pledged as collateral are deducted from
     stockholders' equity as unearned ESOP shares in the accompanying balance
     sheets.

     As shares are released from collateral, the Bancorp reports compensation
     expense equal to the current market price of the shares. Dividends on
     allocated ESOP shares are recorded as a reduction of retained earnings;
     dividends on unallocated ESOP shares are applied to the ESOP debt and
     recorded as a reduction of unearned ESOP shares. ESOP compensation expense
     was $15,056 for the six months ended June 30, 2002 based on the quarterly
     release of shares.

C:   RECOGNITION AND RETENTION PLAN

     On December 10, 1999, the Bancorp established a Recognition and Retention
     Plan (RRP) as an incentive to retain personnel of experience and ability in
     key positions. The shareholders approved a total of 8,434 shares of stock
     to be acquired for the Plan, of which 7,169 shares have been allocated for
     distribution to key employees and directors. As shares are acquired for the
     plan, the purchase price of these shares is recorded as unearned
     compensation, a contra equity account. As the shares are distributed,
     compensation expense is recognized and the contra equity account is
     reduced.

                                       8

<PAGE>


C:   RECOGNITION AND RETENTION PLAN (Continued)

     The  allocated  shares are  earned by  participants  as plan  share  awards
     ratably over a specified  period.  If an employee or non-employee  director
     plan  participant is terminated  prior to the end of the vesting period for
     any reason other than death, disability, retirement or a change in control,
     the recipient  shall  forfeit the right to any shares  subject to the award
     which have not been earned.  The compensation cost associated with the plan
     is based on the market  price of the stock as of the date on which the plan
     shares are earned.

     A summary of the changes in restricted stock follows:

                                                       Unawarded        Awarded
                                                        Shares          Shares
                                                        ------          ------
     Balance, January 1, 1999.........................     --               --
     Purchased by Plan................................  8,434               --
     Granted.......................................... (7,169)           7,169
     Earned and issued................................     --           (7,169)
                                                       ------           ------
     Balance, June 30, 2002...........................  1,265               --
                                                       ======           ======

D:   STOCK OPTION PLAN

     On  November  19,  1999,  the Bancorp  adopted a stock  option plan for the
     benefit of directors, officers, and other key employees. An amount equal to
     10% of the total  number  of common  shares  issued in the  initial  public
     offering or 21,087 shares are reserved for issuance  under the stock option
     plan.  The option  exercise price cannot be less than the fair value of the
     underlying  common stock as of the date of the option grant and the maximum
     option term cannot exceed ten years.

     The stock  option  plan also  permits the  granting  of stock  appreciation
     rights (SARs).  SARs entitle the holder to receive,  in the form of cash or
     stock,  the  increase  in fair value of Bancorp  stock from the date of the
     grant to the date of exercise. No SARs have been issued under the plan.

     The following table summarizes the activity related to stock options:

<TABLE>
<CAPTION>

                                                             Exercise    Available       Options
                                                              Price      for Grant     Outstanding
                                                              -----      ---------     -----------

<S>                                                       <C>             <C>              <C>
     At inception........................................                   21,087              --
     Granted.............................................  $  10.50        (17,925)         17,925
     Cancelled...........................................                       --              --
     Exercised...........................................                       --              --
     At June 30, 2002....................................                    3,162          17,925
                                                                           ========       ========


</TABLE>

                                       9

<PAGE>


<TABLE>
<CAPTION>


E:   EARNINGS PER SHARE

     The following table provides a reconciliation between basic and diluted earnings per share:

                                                                             Weighted -
                                                                Income     Average Shares  Per-Share
                                                              (Numerator)  (Denominator)   Amount
                                                              -----------  --------------  -------
For the three months ended June 30, 2002
----------------------------------------
<S>                                                            <C>            <C>        <C>
Net income.....................................................$     36,881
                                                                -----------
Basic earnings per share
Income available to common stockholders ........................     36,881    198,649    $   0.19
Effect of dilutive securities                                                              =======
Stock options granted ..........................................         --     17,925
                                                                ----------- ----------
Diluted earnings per share
Income available to common stockholders
 and assumed conversions.......................................$     36,881    216,574    $   0.17
                                                                 ==========    =======    ========
For the six months ended June 30, 2002
Net income.....................................................$     95,238
                                                                 -----------
Basic earnings per share
Income available to common stockholders ........................     95,238    198,439    $   0.48
Effect of dilutive securities                                                              =======
Stock options granted ..........................................         --     17,925
                                                                 ----------- ---------
Diluted earnings per share
Income available to common stockholders
 and assumed conversions.......................................$     95,238    216,364    $   0.44
                                                                 ==========    =======    ========

For the three months ended June 30, 2001
----------------------------------------
Net income.....................................................$     28,852
                                                                 -----------
Basic earnings per share
Income available to common stockholders ........................     28,852    194,572    $   0.15
Effect of dilutive securities                                                              =======
Stock options granted ..........................................         --     17,925
RRP shares granted .............................................         --      2,389
                                                                 -----------   -------
Diluted earnings per share
Income available to common stockholders
 and assumed conversions.......................................$     28,852    214,886    $   0.13
                                                                 ==========    =======    ========
For the six months ended June 30, 2001
--------------------------------------
Net income.....................................................$     83,570
                                                                 -----------
Basic earnings per share
Income available to common stockholders ........................     83,570    194,362    $   0.43
                                                                                           =======
Effect of dilutive securities
Stock options granted ..........................................         --     17,295
RRP shares granted .............................................         --      2,389
                                                                 -----------   -------
Diluted earnings per share
Income available to common stockholders
 and assumed conversions.......................................$     83,570    214,676    $   0.39
                                                                 ==========    =======    ========
</TABLE>

                                       10

<PAGE>


F:   PROPOSED ACQUISITION

     On June 19, 2002, Shay Investment Services,  Inc. ("Shay") and IBL Bancorp,
     Inc. executed a definitive  agreement (the "Agreement") by and between Shay
     and the Bancorp.  Under the terms of the  Agreement,  Shay will acquire the
     Bancorp,  parent company of Iberville  Building and Loan Association.  Each
     outstanding  share of Bancorp  common  stock,  other than certain  excluded
     shares  that  will be  canceled,  will be  exchanged  for  $24.00  in cash.
     Unexercised  options to purchase  Bancorp shares will be converted into the
     right to receive cash equal to the merger consideration minus the per share
     exercise  price.  In the  acquisition,  the  Bancorp  will be merged with a
     subsidiary of Shay and then dissolved,  and the Association will convert to
     a federal stock savings bank and become a wholly owned  subsidiary of Shay.
     Also, the stock of another wholly-owned subsidiary of Shay, First Financial
     Trust  Company  ("First  Financial"),  a Texas trust  company that provides
     custodial services, will be transferred to the Association. First Financial
     will thereafter function as an operating subsidiary of the Association. The
     receipt of cash by the  stockholders of the Bancorp for their stock will be
     a taxable event for the  stockholders.  Consummation  of the acquisition is
     subject to various  conditions,  including:  (1) receipt of approval by the
     stockholders  of the  Bancorp;  (2)  receipt  of the  requisite  regulatory
     approvals;   and  (3)  satisfaction  of  certain  other   conditions.   The
     acquisition is expected to close in the last quarter of this year.

                                       11

<PAGE>


                        IBL BANCORP, INC. AND SUBSIDIARY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

     The following  discussion compares the consolidated  financial condition of
IBL Bancorp,  Inc. and  Subsidiary at June 30, 2002 to December 31, 2001 and the
results of operations  for the three and six months ended June 30, 2002 with the
same periods in 2001.  Currently,  the business and  management  of IBL Bancorp,
Inc.  is  primarily  the  business  and  management  of  the  Association.  This
discussion should be read in conjunction with the interim consolidated financial
statements and footnotes included herein.

     This  quarterly  report  on  Form  10-QSB  includes   statements  that  may
constitute forward-looking  statements,  usually containing the words "believe",
"estimate", "expect", "intend" or similar expressions. These statements are made
pursuant to the safe harbor  provisions  of the  Private  Securities  Litigation
Reform Act of 1995.  Forward-looking  statements  inherently  involve  risks and
uncertainties  that could cause actual results to differ  materially  from those
reflected  in the  forward-looking  statements.  Factors that could cause future
results to vary from current  expectations  include, but are not limited to, the
following:  changes in economic conditions (both generally and more specifically
in the  markets  in which the  Company  operates);  changes in  interest  rates,
deposit  flows,  loan demand,  real estate  values and  competition;  changes in
accounting principles,  policies or guidelines and in government legislation and
regulation  (which  change  from time to time and over which the  Company has no
control);  and other risks detailed in this quarterly  report on Form 10-QSB and
the Company's  other  Securities and Exchange  Commission  filings.  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
reflect management's analysis only as of the date hereof. The Company undertakes
no obligation  to publicly  revise these  forward-looking  statements to reflect
events or circumstances that arise after the date hereof.

     IBL Bancorp, Inc. is the holding company for the Association. Substantially
all of the  Company's  assets  are  currently  held in, and its  operations  are
conducted through,  its sole subsidiary the Association.  The Company's business
consists primarily of attracting deposits from the general public and using such
deposits  to make  loans  for  the  purchase  and  construction  of  residential
properties. The Company also originates commercial real estate loans and various
types of consumer loans.

Changes in Financial Condition

     The  Company's  total  assets  decreased  $0.2  million  or 0.7% from $33.1
million at December 31, 2001 to $32.9  million at June 30, 2002.  This  decrease
was  primarily  due to  decreases of $820,000 in total cash and $200,000 in time
deposits.  These decreases were partially offset by increases of $599,000 in net
loans receivable and $180,000 in investment securities.

     Cash and cash equivalents decreased by $820,000 or 34.5% from $2,379,000 at
December 31, 2001 to  $1,559,000  at June 30, 2002.  This decrease was primarily
caused by interest-bearing deposits in other institutions decreasing by $742,000
or 34.4% from  $2,159,000  at December 31, 2001 to  $1,417,000 at June 30, 2002.
This decrease in cash and cash  equivalents  was further  caused by a $78,000 or
35.4%  decrease in cash and amounts due from  depository  institutions  over the
same period.  The excess  liquidity  was primarily  used to purchase  securities
available for sale, to increase the loan portfolio and to reduce FHLB advances.

                                       12
<PAGE>


     Time  deposits  decreased  $200,000 or 22.1% from  $905,000 at December 31,
2001 to $705,000 at June 30, 2002.

     The demand for mortgage  loans in the  Association's  market area increased
during the first six months of 2002. The net loan portfolio  increased  $599,000
or 2.9% from  $20,799,000  at December 31, 2001 to $21,398,000 at June 31, 2002.
This increase consisted mainly of single-family residential mortgage loans.

     The  investment  securities  portfolio  increased  by $180,000 or 2.1% from
$8,470,000 at December 31, 2001 to $8,650,000 at June 30, 2002, due to purchases
of  $1,738,000  in the first six months of 2002 funded  mainly by  reductions in
cash and cash  equivalents.  These purchases of securities  during the first six
months of 2002 were partially  offset by ordinary  repayments and payoffs of the
mortgages that serve as collateral for these securities.

     Advances  from Federal  Home Loan Bank  decreased by $700,000 or 22.6% from
$3,099,000 at December 31, 2001 to $2,399,000 at June 30, 2002.

     Net deposits increased by $330,000 or 1.3% from $25,800,000 at December 31,
2001 to  $26,130,000  at June 30,  2002.  This  increase  was  primarily  due to
increases in both savings and checking  accounts  partially offset by a decrease
in  certificates  of deposits.  Governmental  funds decreased by $80,000 or 2.3%
from $3,533,000 at December 31, 2001 to $3,453,000 at June 30, 2002.

     Total stockholders' equity increased by $92,000 during the past six months.
This  increase in  stockholders'  equity  included  net income of  $95,000,  the
release of  $16,500 of ESOP  shares for  allocation  and an  unrealized  gain on
investment  securities  of  $4,500.  The  release of the ESOP  shares  increased
additional paid-in capital by $5,500, reduced unearned ESOP shares by $8,500 and
increased retained earnings substantially restricted by $2,500 due to the market
value  of the  Company's  stock  at the  date of  release.  These  factors  were
partially  offset by the payment of two quarterly  dividends  totaling  $24,000.
Stockholders'  equity  at June 30,  2002  totaled  $4,216,000  or 12.8% of total
assets compared to  stockholders'  equity of $4,124,000 or 12.5% of total assets
at December 31, 2001.

     The Association's  total classified assets for regulatory  purposes at June
30, 2002 (excluding loss assets specifically reserved for) amounted to $505,000,
all of which was classified as substandard, compared to $585,000 at December 31,
2001.  The largest  classified  asset at June 30, 2002  consisted  of a $123,000
adjustable-rate  residential loan. The remaining  $382,000 of substandard assets
at June 30, 2002  consisted of 10 residential  mortgage loans totaling  $282,000
and 10 consumer loans totaling $100,000.


Results of Operations

     The  profitability  of the Company  depends  primarily  on its net interest
income,  which  is the  difference  between  interest  and  dividend  income  on
interest-earning  assets,  principally loans,  mortgage-backed  securities,  and
investment  securities,  and interest expense on  interest-bearing  deposits and
borrowings.  Net interest  income is dependent  upon the level of interest rates
and the extent to which such rates are  changing.  The  Company's  profitability
also is dependent,  to a lesser extent, on the level of its non-interest income,
provision for loan losses,  non-interest  expense and income  taxes.  In the six
months ended June 30, 2002 and 2001,  net interest  income after  provision  for
loan losses exceeded total  non-interest  expense.  Total  non-interest  expense
consists of general, administrative and other expenses, such as compensation and
benefits,  furniture and equipment  expense,  federal  insurance  premiums,  and
miscellaneous other expenses.

                                       13

<PAGE>


     Net income  increased by $8,000 or 27.8% in the quarter ended June 30, 2002
and  increased  $12,000 or 14.0% in the first six months of 2002 compared to the
respective periods in 2001. The increase in the June 30, 2002 quarter was due to
a $43,000  increase in net interest  income, a $26,000 decrease in provision for
losses on loans and a $2,000 increase in non-interest  income. This increase was
partially  offset by a $36,000  increase in  non-interest  expense and a $27,000
increase  in  provisions  for income  tax.  The  increase  in net income for the
six-month  period  ending June 30, 2002 was  primarily  caused by an increase of
$41,000 in net interest  income and a $27,000  decrease in  provisions  for loan
losses.  These  items  were  partially  offset  by an  increase  of  $34,000  in
non-interest expense and a $22,000 increase in provisions for income tax.

     The $43,000  increase in net interest income in the second quarter of 2002,
over the same period in 2001,  was  primarily  due to decreases in average rates
paid on  interest-bearing  liabilities  partially  offset by a  decrease  in the
average yield on  interest-earning  assets. The average rate on interest-bearing
liabilities  decreased  from 4.62% in the second quarter of 2001 to 2.80% in the
second  quarter of 2002,  while the  average  yield on  interest-earning  assets
decreased  from 7.92% in the quarter  ended June 30, 2001 to 6.85% in the second
quarter of 2002.  The average  interest rate spread  increased from 3.30% in the
quarter  ended  June 30,  2001 to  4.05%  in the  second  quarter  of 2002.  The
decreased yield on assets was primarily due to lower yields on the Association's
adjustable-rate mortgage loans and adjustable-rate mortgage-backed securities.

     The $41,000 increase in net interest income in the first six months of 2002
compared to the first six months of 2001 was also  primarily due to decreases in
average  rates  paid  on  interest-bearing  liabilities  partially  offset  by a
decrease in the average yield on  interest-earning  assets.  The average rate on
interest-bearing  liabilities  decreased  from  4.62% in the first six months of
2001 to  3.07%  for the  same  period  in  2002,  while  the  average  yield  on
interest-earning assets decreased from 8.02% for the first six months of 2001 to
6.90% for the same period in 2002.  The average  interest rate spread  increased
from  3.40%  for the first  six  months of 2001 to 3.83% for the same  period in
2002.

     Total  interest  income  decreased by $89,000 or 14.0% in the quarter ended
June 30, 2002 over the comparable  2001 period and decreased by $181,000 for the
first six months of 2002 compared to the same period in 2001. Decreases for both
of these  periods were  primarily  due to the lower  yields on  interest-earning
assets.  The  average  balance of total  interest-earning  assets  decreased  by
$158,000 from  $32,062,000  in the second  quarter of 2001 to $31,904,000 in the
second quarter of 2002.

     Total interest expense decreased by $132,000 or 40.3% for the quarter ended
June 30, 2002 and  decreased  $222,000 for the first six months of 2002 compared
to the same periods in 2001.  The decrease in the quarter  period was  primarily
due to a decrease in total  interest  paid on deposits of $97,000 and a decrease
in interest paid on Federal Home Loan Bank advances of $35,000.  The decrease in
interest  paid on  deposits  is a result of lower  average  interest  rates paid
partially  offset by a 3.4%  increase  in  average  balances.  The  decrease  in
interest paid on advances was caused by decreases in both average rates paid and
average  balances.  The  decrease in total  interest  expense for the  six-month
period is  primarily  due to a decrease  in total  interest  paid on deposits of
$173,000  and a decrease  in  interest  paid on Federal  Home Loan  advances  of
$49,000.  The decrease in interest paid on deposits is a result of lower average
interest rates paid partially offset by a 3.8% increase in average balances. The
decrease in interest  paid on advances  was caused by  decreases in both average
rates paid and average balances.

     There was no  provision  for loan  losses for both the  quarter and the six
months ended June 30, 2002 compared to $26,000 and $27,000 during the respective
periods in 2001. At June 30, 2002, the Association's  total  non-accruing  loans
amounted to $223,000. The allowance for loan losses amounted to $368,000 at June
30, 2002,  representing  1.7% of the total loans held in portfolio and 165.0% of
total

                                       14

<PAGE>


non-accruing  loans at such date.  The analysis of the provision for loan losses
led to the conclusion that the allowance for loan losses was sufficient in light
of the current asset quality of the loan portfolio.

     Non-interest  income increased $2,000 or 9.2% in the quarter ended June 30,
2002 and had no  significant  change in the first six months of 2002 as compared
to similar  2001  periods.  The increase in the quarter was  primarily  due to a
$3,000 increase in service  charges on deposit  accounts  partially  offset by a
$1,000 decrease in commissions on credit life insurance.

     Non-interest  expenses  increased by $36,000 or 14.9% in the quarter  ended
June 30, 2002 and increased $34,000 or 6.8% in the first six months of 2002 over
the  comparable  2001 periods.  The increase in the quarter was primarily due to
increases of $48,000 in legal and other professional,  $1,000 in advertising and
$1,000  in data  processing.  These  increases  in  non-interest  expenses  were
partially offset by decreases of $7,000 in other general and  administrative and
$7,000 in office supplies and postage.  The increase in the six-month period was
primarily caused by increases of $58,000 in legal and other professional, $1,000
in other taxes and $1,000 in data  processing.  These  increases in non-interest
expenses were  partially  offset by decreases of $10,000 in office  supplies and
postage, $9,000 in other general and administrative, $3,000 in occupancy, $3,000
in furniture and equipment and $1,000 in advertising.

     The  $58,000  increase in legal and other  professional  for the six months
ended  June 30,  2002 over the same  period in 2001 was  primarily  caused by an
increase of $68,000 in legal expense  partially  offset by a decrease of $10,000
in audit and accounting  expense.  The increased legal expense was primarily due
to expenses incurred in connection with our pending acquisition by Shay.

     The  decrease of $10,000 in office  supplies and postage for the six months
ended  June 30,  2002 was  primarily  caused  by  decreases  of $8,000 in office
supplies and $2,000 in postage.

     The  decrease  of $9,000 in other  general and  administrative  for the six
months  ended June 30, 2002 was  primarily  due to  decreases of $5,000 in other
operating expense,  $1,500 in loan expense,  $1,500 in expense account directors
and $1,000 in FHLB demand deposit charges.

     The $3,000 decrease in occupancy for the six months ended June 30, 2002 was
due to decreases of $1,000 in office building taxes and  assessments,  $1,000 in
utilities,  $500 in office  building  repairs and maintenance and $500 in office
building depreciation.

     The $3,000  decrease in furniture  and equipment was caused by decreases of
$2,000 in furniture  fixture and equipment  depreciation and $1,000 in furniture
fixture and equipment expense.

     Expenses  of  $62,000  associated  with  the  pending  acquisition  by Shay
incurred  during  the first  six  months  of 2002  were not tax  deductible  and
therefore caused an increase in the rate of the provision for income taxes.


Liquidity and Capital Resources

     In  the  past  the  Association  was  required  under  applicable   federal
regulations to maintain  specified levels of "liquid"  investments in qualifying
types of U.S. Government, federal agency and other investments having maturities
of up to five years.  The OTS  regulations  required that a savings  institution
maintain  liquid  assets of not less than 4% of its average daily balance of net
withdrawable deposit accounts and borrowings payable in one year or less. In the
first  quarter  of 2001,  the OTS  issued  an  interim

                                       15

<PAGE>

rule that removes the requirement that savings associations  maintain an average
daily  balance of 4% of its  liquidity  base.  The OTS  proposes to maintain the
liquidity  requirement  that all saving  associations  and service  corporations
maintain  sufficient  liquidity to ensure its safe and sound operation.  At June
30, 2002, the Association's  liquidity was 7.1% or $859,000 in excess of the old
minimum OTS requirement.


     The Association is required to maintain  regulatory  capital  sufficient to
meet tangible,  core and risk-based  capital ratios of at least 1.5%,  4.0%, and
8.0%,  respectively.  At June 30,  2002,  the  Association's  tangible  and core
capital totaled $3.4 million or 10.6% of adjusted total assets of $32.3 million,
and the  Association's  risk-based  capital amounted to $3.6 million or 21.7% of
adjusted risk-weighted assets of $16.6 million.

     As of  June  30,  2002,  the  Association's  unaudited  regulatory  capital
requirements are as indicated in the following table:
<TABLE>
<CAPTION>

                                                                                      (Dollars In Thousands)



                                                                        TANGIBLE       CORE         RISK-BASED
                                                                        CAPITAL        CAPITAL        CAPITAL
                                                                        -------        -------        -------
<S>                                                                     <C>            <C>            <C>
GAAP Capital .......................................................    $3,465  .      $3,465        $3,465

Unrealized loss on securities available
for sale net, of taxes .............................................    ( 51 )  .      ( 51 )        ( 51 )
Additional capital items:
    General valuation allowances ...................................      --    .        --             195
                                                                       -------         ------        ------
Regulatory capital computed ........................................     3,414  .       3,414         3,609

Minimum capital requirement ........................................       485  .       1,293         1,328
                                                                       -------         ------        ------
Regulatory capital excess ..........................................    $2,929  .      $2,121        $2,281
                                                                       =======         ======        ======
Regulatory capital as a
         percentage ................................................     10.56% .       10.56%        21.75%

Minimum capital required
         as a percentage ...........................................      1.50% .        4.00%         8.00%
                                                                        -------         ------        ------
Regulatory capital as a
  percentage in excess
    of requirements ................................................      9.06% .        6.56%        13.75%
                                                                         ======         ======        ======
</TABLE>


     Based on the above capital ratios, the Association meets the criteria for a
"well  capitalized"  institution at June 30, 2002. The Association's  management
believes that under the current  regulations,  the Association  will continue to
meet its minimum capital requirements in the foreseeable future. However, events
beyond the control of the  Association,  such as increased  interest  rates or a
downturn in the economy of the Association's area, could adversely affect future
earnings and consequently,  the ability of the Association to continue to exceed
its future minimum capital requirements.

                                       16

<PAGE>



                                IBL Bancorp, Inc.

Form 10-QSB
Quarter Ended June 30, 2002



PART II - OTHER INORMATION


Item 1 - Legal Proceedings:

                   There are no matters required to be reported under this item.

Item 2 - Changes in Securities and Use of Proceeds:
                   There are no matters required to be reported under this item.

Item 3 - Defaults Upon Senior Securities:
                   There are no matters required to be reported under this item.

Item 4 -Submission of Matters to a Vote of Security Holders:
                   There are no matters required to be reported under this item.

Item 5 - Other Information:
                   There are no matters required to be reported under this item.

Item 6 - Exhibits and Reports on Form 8-K:
               (a) No exhibits are filed herewith:

               (b) Reports on Form 8-K: On June 26,  2002,  the company  filed a
               Form 8-K  pursuant  to "Item  5.  Other  Events"  to  report  the
               execution of the  Agreement  and Plan of Merger with Shay on June
               19, 2002. No financial  statements were required to be filed with
               the Form 8-K.  A copy of the  Agreement  and Plan of  Merger  was
               included as an exhibit to the Form 8-K.

                                       17
<PAGE>


                                   SIGNATURES

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


                                       IBL BANCORP, INC.
                                       Registrant
Date:  August 7, 2002                  By:/s/ G. Lloyd Bouchereau, Jr.
                                       -----------------------------------------
                                       G.Lloyd Bouchereau, Jr., President and
                                       Chief Executive Officer

Date:   August 7, 2002                 By:/s/ Gary K.Pruitt
                                       -----------------------------------------
                                       Gary K. Pruitt
                                       Secretary



                                   CERTIFICATION


The undersigned  executive  officers of the registrant  hereby certify that this
Form  10-QSB  fully  complies  with the  requirements  of  Section  13(a) of the
Securities Exchange Act of 1934 and that the information contained herein fairly
presents, in all material respects, the financial condition of operations of the
registrant.


                                       By:/s/ G. Lloyd Bouchereau, Jr.,
                                       -----------------------------------------
                                       G. Lloyd Bouchereau, Jr., President and
                                           Chief Executive Officer

                                       By:/s/ Danny M. Strickland
                                       -----------------------------------------
                                       Danny M. Strickland, Vice President
                                          (and Chief Financial Officer)


                                       18
<PAGE>


                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized. IBL BANCORP, INC. Registrant



Date:  August 7, 2002
                                         ---------------------------------------
                                         G.Lloyd Bouchereau, Jr., President and
                                         Chief Executive Officer

Date:   August 7, 2002                   ---------------------------------------
                                         Gary K. Pruitt
                                         Secretary






                                   CERTIFICATION


The undersigned  executive  officers of the registrant  hereby certify that this
Form  10-QSB  fully  complies  with the  requirements  of  Section  13(a) of the
Securities Exchange Act of 1934 and that the information contained herein fairly
presents, in all material respects, the financial condition of operations of the
registrant.


                                         ---------------------------------------
                                         G. Lloyd Bouchereau, Jr., President and
                                              Chief Executive Officer



                                         ---------------------------------------
                                         Danny M. Strickland, Vice President
                                            (and Chief Financial Officer)



                                       19