SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                               -------------------

                                   FORM 10-QSB
                                   (Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the quarterly period ended March 31, 2001
or

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

                         Commission file number 0-24891

                             ADMIRALTY BANCORP, INC.
             (Exact Name of Registrant as Specified in its Charter)

         Delaware                                               65-0405207
--------------------------------------------------------------------------------
(State of Other Jurisdiction                                 (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)


4400 PGA Boulevard, Palm Beach Gardens, Florida                   33410
--------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                      (Zip Code)

                                 (561) 624-4701
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

As of May 2, 2001 there were 4,048,978 shares of common stock, including both
Class A and Class B Common Stock, outstanding.


<PAGE>
                     ADMIRALTY BANCORP, INC. AND SUBSIDIARY

                                TABLE OF CONTENTS

Part I.  Financial Information

Item 1. Financial Statements

                                                                            Page
                                                                            ----
         Condensed Consolidated Balance Sheets (unaudited) -
           At March 31, 2001 and at December 31, 2000..........................3

         Condensed Consolidated Statements of Operations (unaudited) -
           Three months ended March 31, 2001 and 2000..........................4

         Condensed Consolidated Statements of Cash Flows (unaudited) - Three
           months ended March 31, 2001 and 2000................................5

         Notes to Condensed Consolidated Financial Statements (unaudited)......6

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

Part II.  Other Information

         Item 1.  Legal Proceedings...........................................23

         Item 2.  Changes in Securities and Use of Proceeds...................23

         Item 3.  Defaults Upon Senior Securities.............................23

         Item 4. Submission of Matters to a Vote of Security Holders..........23

         Item 5.  Other Information...........................................23

         Item 6.  Exhibits and Reports on Form 8-K............................23

                  Signature Page..............................................24

                                       2
<PAGE>

                     Admiralty Bancorp, Inc. and subsidiary

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                            March 31, 2001     December 31, 2000
                                                                            --------------     -----------------
<S>                                                                            <C>                 <C>
ASSETS
Cash and cash equivalents
        Cash and due from banks........................................        $  11,233           $  11,221
        Interest bearing due from banks................................               34               1,035
        Federal funds sold.............................................           32,543              21,189
                                                                               ---------           ---------
              Total cash and cash equivalents..........................           43,810              33,445
Investment securities available for sale,
        at fair market value...........................................           16,576              13,628
Investment securities held to maturity, at cost
        (fair market value of $32.6 million and $24.8 million at
        March 31, 2001 and December 31, 2000, respectively)............           32,131              24,549
Loans, net.............................................................          261,004             218,629
Accrued interest receivable............................................            1,624               1,439
Federal Reserve Bank and FHLB stock....................................            1,337               1,337
Premises and equipment, net............................................            4,599               2,666
Deferred tax asset, net................................................              738                 774
Goodwill, net..........................................................            3,348               3,387
Other assets...........................................................            1,545               1,507
                                                                               ---------           ---------
        Total assets ..................................................        $ 366,712           $ 301,361
                                                                               =========           =========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits...............................................................        $ 324,252           $ 261,315
Securities sold under agreement to repurchase..........................            5,900               5,900
Advances from FHLB.....................................................            3,000               4,000
Accrued interest payable...............................................              673                 597
Other liabilities......................................................              714                 831
                                                                               ---------           ---------
        Total liabilities..............................................          334,539             272,643
                                                                               ---------           ---------
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 2,000,000 shares
        authorized, no shares issued or outstanding....................             --                  --
Common stock, Class A, no par value, 1,000,000 shares
        authorized, 51,250 and 117,500 shares issued and outstanding
        at March 31, 2001 and December 31, 2000, respectively..........              432                 990
Common stock, Class B, no par value, 7,500,000 shares authorized,
        3,937,521 and 3,555,431 shares issued and outstanding
        at March 31, 2001 and December 31, 2000, respectively..........           34,161              30,507
Accumulated deficit....................................................           (2,531)             (2,831)
Accumulated other comprehensive income, net............................              111                  52
                                                                               ---------           ---------
        Total shareholders' equity.....................................           32,173              28,718
                                                                               ---------           ---------
        Total liabilities and shareholders' equity.....................        $ 366,712           $ 301,361
                                                                               =========           =========
</TABLE>

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

                                       3
<PAGE>

                     Admiralty Bancorp, Inc. and subsidiary

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  (dollars in thousands, except per-share data)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                       Three Months      Three Months
                                                                           Ended            Ended
                                                                      March 31, 2001    March 31, 2000
                                                                      --------------    --------------
<S>                                                                     <C>               <C>
Interest and dividend income
        Loans...................................................        $    5,668        $    2,455
        Mortgage-backed securities..............................               575               417
        Other debt securities...................................               107               111
        Federal funds sold......................................               348                11
        Dividends from FRB and FHLB stock.......................                22                17
        Other...................................................                12                 1
                                                                        ----------        ----------
              Total interest and dividend income................             6,732             3,012
                                                                        ----------        ----------
Interest expense
        Deposits................................................             3,369               955
        Federal funds purchased.................................              --                  13
        Securities sold under repurchase agreement..............                92               140
        Advances from FHLB......................................                61                62
                                                                        ----------        ----------
              Total interest expense............................             3,522             1,170
                                                                        ----------        ----------
              Net interest and dividend income..................             3,210             1,842
Provision for loan losses.......................................               447               199
                                                                        ----------        ----------
              Net interest and dividend income after
              provision for loan losses.........................             2,763             1,643
                                                                        ----------        ----------
Non-interest income
        Service charges and fees................................               282               234
        Insurance commissions...................................                17              --
        Gain on sale of securities..............................              --                  16
        Gain on sale of loans...................................                10              --
        Other income............................................                 3                 3
                                                                        ----------        ----------
              Total non-interest income.........................               312               253
                                                                        ----------        ----------
Non-interest expense
        Salaries and employee benefits..........................             1,400               745
        Occupancy...............................................               340               215
        Furniture and equipment.................................               147                84
        Amortization of goodwill................................                38                38
        Other expense...........................................               638               445
                                                                        ----------        ----------
              Total non-interest expense........................             2,563             1,527
                                                                        ----------        ----------
              Income before income tax expense..................               512               369
Income tax expense..............................................               212               156
                                                                        ----------        ----------
        Net income..............................................        $      300        $      213
                                                                        ==========        ==========
Per share data
  Net income per share - basic..................................        $     0.08        $     0.07
                                                                        ==========        ==========
  Net income per share- diluted.................................        $     0.07        $     0.07
                                                                        ==========        ==========
  Weighted average shares outstanding  basic....................         3,865,019         2,842,452
                                                                        ==========        ==========
  Weighted average shares outstanding - diluted.................         4,132,391         2,842,452
                                                                        ==========        ==========
</TABLE>

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


                                       4
<PAGE>

                     Admiralty Bancorp, Inc. and subsidiary

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (dollars in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                   Three months ended   Three months ended
                                                                                      March 31, 2001      March 31, 2000
                                                                                   ------------------   ------------------
<S>                                                                                      <C>              <C>
Operating activities
        Net income...............................................................        $    300         $    213
        Adjustments to reconcile net income to net cash provided by
          operating activities
          Provision for loan losses..............................................             447              199
          Depreciation and amortization..........................................             205              122
          Amortization, net of accretion, of investment securities...............               8                2
          Gain on sale of securities.............................................            --                (16)
          Gain on sale of loans..................................................             (10)            --
          Increase in accrued interest receivable................................            (185)            (158)
          Increase in other assets...............................................             (38)            (143)
          Increase in accrued interest payable..................................               76               61
          (Decrease) increase in other liabilities...............................            (117)             156
                                                                                         --------         --------
              Net cash provided by operating activities..........................             686              436
                                                                                         --------         --------
Investing activities
        Proceeds from maturities of investment securities
          available for sale.....................................................           5,655              755
        Proceeds from maturities of investment securities
          held to maturity.......................................................           1,995              289
        Proceeds from sale of investment securities available for sale...........            --                 16
        Purchases of investment securities available for sale....................          (8,511)          (4,998)
        Purchases of investment securities held to maturity......................          (9,583)          (4,998)
        Purchase of Federal Reserve Bank & FHLB stock............................            --               (504)
        Net loan originations and principal collections on loans.................         (43,098)         (14,540)
        Proceeds from loan sales.................................................             286             --
        Purchase of premises and equipment, net..................................          (2,098)            (267)
                                                                                         --------         --------
          Net cash used in investing activities..................................         (55,354)         (24,247)
                                                                                         --------         --------
Financing activities
        Net increase in deposits.................................................          62,937           20,703
        Net change in federal funds purchased....................................            --               (571)
        (Decrease) increase in FHLB advances.....................................          (1,000)           9,400
        Proceeds from issuance of common stock - net of costs....................           3,096             --
                                                                                         --------         --------
          Net cash provided by financing activities..............................          65,033           29,532
                                                                                         --------         --------
Net increase in cash and cash equivalents........................................          10,365            5,721
Cash and cash equivalents, beginning of period...................................          33,445            5,136
                                                                                         --------         --------
Cash and cash equivalents, end of period.........................................        $ 43,810         $ 10,857
                                                                                         ========         ========
</TABLE>

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

                                       5
<PAGE>
                     Admiralty Bancorp, Inc. and subsidiary

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

NOTE 1 - BASIS OF PRESENTATION

The unaudited condensed consolidated interim financial statements of Admiralty
Bancorp, Inc. (the "Company") and its wholly-owned subsidiary, Admiralty Bank
(the "Bank") reflect all adjustments (including normal recurring accruals)
which, in the opinion of management, are necessary to present fairly the
Company's consolidated financial condition and the consolidated results of
operations and the consolidated cash flows for interim periods. Certain prior
year amounts have been reclassified to conform to the 2001 presentation. The
results for interim periods are not necessarily indicative of trends or results
to be expected for the full year. These condensed consolidated interim financial
statements and notes should be read in conjunction with the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2000.

The Company is incorporated in the state of Delaware and is registered with the
Board of Governors of the Federal Reserve Bank as a financial holding company.
The Bank is a Florida state chartered commercial bank, with its main office in
Palm Beach Gardens, Florida, and branches in Boca Raton, Juno Beach, Jupiter,
Orlando and Melbourne, Florida. On March 11, 2000, the Company converted from a
one bank holding company to a financial holding company under the
Gramm-Leach-Bliley Financial Modernization Act of 1999 (the "Modernization
Act"). This status permits the Company to undertake financial activities which
need not be closely related to banking, such as insurance brokerage activities.
Under the Modernization Act, the Company's bank subsidiary must remain "well
capitalized" (i.e., have a leveraged capital ratio of 5% or greater and a risk
based capital ratio of 10% or greater) and well managed, or the Company could be
required to divest itself of its non-banking activities. In addition, the
Company must maintain a rating of "satisfactory" or better under the Community
Reinvestment Act. The Company has entered into a joint venture to sell
insurance, and may seek alliances with other financial service providers, as a
way to enhance non-interest income.

The Company has formed Admiralty Insurance Services, LLC ("AIS") as a joint
venture with USI Florida ("USI") to offer a wide range of insurance products,
primarily to customers of the Bank. USI and the Company are each 50 percent
owners of AIS. USI and AIS will share equally in commissions on policies sold,
and the Company is entitled to 50 percent of the net income of AIS. Under the
agreement, USI will absorb all costs incurred by AIS for operating expenses. AIS
did minimal business during the three months ended March 31, 2001 and $17
thousand in income was recognized during the period by the Company.

NOTE 2 - RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("Statement
133"). The effective date of Statement 133 was delayed by SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB No. 133." Statement 133 is now effective for all quarters
of all fiscal years beginning after June 15, 2000, with early adoption
permitted. Statement 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair


                                       6
<PAGE>

value. The Company adopted Statement 133 on January 1, 2001, and adoption of the
statement did not have any financial statement impact.

In September 2000, the FASB issued SFAS No. 140, "Accounting for Servicing of
Financial Assets and Extinguishments of Liabilities," ("Statement 140") which
replaces SFAS No. 125. This statement provides consistent standards for
distinguishing transfers of financial assets that are sales from transfers that
are secured borrowings. Because Statement 140 focuses on control after a
transfer of financial assets, an entity is required to recognize the financial
and servicing assets it controls and the liabilities it has incurred,
derecognize financial assets when control has been surrendered, and derecognize
liabilities when extinguished. All measurements and allocations should be based
on fair value. Statement 140 is effective for transfers and servicing of
financial assets and extinguishments of liabilities occurring after March 31,
2001. This statement is effective for recognition and reclassification of
collateral and for disclosures relating to securitization transactions and
collateral for fiscal years ending after December 15, 2000. The implementation
of this statement did not have a material effect on the Company's financial
statements.

NOTE 3 - COMPREHENSIVE INCOME


The following table sets forth the components of the Company's comprehensive
income:
<TABLE>
<CAPTION>
                                                                               Three months ended
                                                                   -------------------------------------------
                                                                   March 31, 2001               March 31, 2000
                                                                   --------------               --------------
                                                                                 (in thousands)
<S>                                                                   <C>                             <C>
Net Income                                                            $300                            $213
Other comprehensive income, net of tax -
    Change in net unrealized gain on securities
      held available for sale, net of taxes of $35
      and $1 in 2001 and 2000, respectively...................          59                               2
                                                                      ----                            ----
Comprehensive income                                                  $359                            $215
                                                                      ====                            ====
</TABLE>

NOTE 4 - NET INCOME PER SHARE

The Company calculates net income per share in accordance with SFAS No. 128,
"Earnings Per Share." Net income per share is computed by dividing net income by
the weighted average number of shares of common stock outstanding during the
periods presented. Using this method, adjustments are to be made, where
material, to give effect to the shares that would be outstanding, assuming the
exercise of dilutive stock options and warrants, all of which are considered
common stock equivalents.

The following table illustrates the reconciliation of the numerator and
denominator of the basic and diluted earnings per share computations for the
three months ended March 31, 2001 and 2000:

                                       7
<PAGE>
<TABLE>
<CAPTION>
                                                      Three months ended
                                               ------------------------------------
                                               March 31, 2001        March 31, 2000
                                               --------------        --------------
                                                     (dollars in thousands)
<S>                                              <C>                   <C>
Net income..............................         $      300            $      213
                                                 ----------            ----------
Weighted average shares - basic.........          3,865,019             2,842,452
                                                 ----------            ----------
Weighted average shares - diluted.......          4,132,391             2,842,452
                                                 ----------            ----------
Basic net income per share..............              $0.08                 $0.07
                                                 ----------            ----------
Diluted net income per share............              $0.07                 $0.07
                                                 ----------            ----------
</TABLE>


On December 17, 1999 the Board of Directors declared an annual dividend of $1.00
per Class A share, payable in Class B common stock to all shareholders of record
of Class A common stock as of December 31, 1999. In order to treat the holders
of Class B common stock similarly as the holders of the Class A common stock,
the Board of Directors declared a 12.91% stock dividend on the Company's Class B
common stock to be paid to the holders of the Class B common stock as of
December 31, 1999.

The basic and diluted weighted average number of shares outstanding and net
income per share information reflect a 1:1.1291 conversion ratio for
discretionary conversions of Class A shares to Class B shares, resulting from
the change in the Class A conversion ratio caused by the 1999 stock dividend on
the Class B shares. During the three months ended March 31, 2001, 66,250 Class A
shares were converted to 74,803 shares of Class B common stock. As of March 31,
2001, 51,250 shares of Class A common stock remain outstanding.

                                       8
<PAGE>



NOTE 5 - INVESTMENT AND MORTGAGE BACKED SECURITIES

The amortized cost and fair value of investment securities and mortgage-backed
securities at March 31, 2001 are as follows:
<TABLE>
<CAPTION>

                                   Amortized        Gross Unrealized        Gross Unrealized
                                     Cost                 Gains                  Losses             Fair Value
                                   ---------        ----------------        ----------------        ----------

March 31, 2001                                                   (In thousands)
--------------
<S>                                <C>                   <C>                      <C>                   <C>
AVAILABLE FOR SALE:
U.S. Government and Agency
securities................         $ 3,500               $ 16                     $  0                  3,516
Mortgage-backed securities ...      12,885                161                        0                 13,046
Other  securities ............          14                  0                        0                     14
                                   -------               ----                     ----                -------
Sub-total ....................     $16,399               $177                     $  0                $16,576
                                   -------               ----                     ----                -------
HELD TO MATURITY:
U.S. Government and Agency
securities ..................      $   500               $ 15                     $  0                $   515
Mortgage-backed securities...       31,631                462                      (12)                32,081
                                   -------               ----                     ----                -------
Sub-total ...................      $32,131               $477                     $(12)               $32,596
                                   -------               ----                     ----                -------
TOTAL........................      $48,530               $655                     $(12)               $49,172
                                   =======               ====                     ====                =======
</TABLE>
The amortized cost and fair value of investment and mortgage-backed securities
at December 31, 2000 are as follows:
<TABLE>
<CAPTION>

                                   Amortized        Gross Unrealized        Gross Unrealized
                                     Cost                 Gains                  Losses             Fair Value
                                   ---------        ----------------        ----------------        ----------

December 31, 2000                                                (In thousands)
-----------------
<S>                                <C>                   <C>                      <C>                   <C>
AVAILABLE FOR SALE:
U.S. Government and Agency
securities................         $ 7,500               $  7                     $(30)                 7,477
Mortgage-backed securities ...       6,031                106                        0                  6,137
Other  securities ............          14                  0                        0                     14
                                   -------               ----                     ----                -------
Sub-total ....................     $13,545               $113                     $(30)               $13,628
                                   -------               ----                     ----                -------
HELD TO MATURITY:
U.S. Government and Agency
securities ..................      $ 1,000               $  5                     $ (1)               $ 1,004
Mortgage-backed securities...       23,549                228                        0                 23,777
                                   -------               ----                     ----                -------
Sub-total ...................      $24,549               $233                     $ (1)               $24,781
                                   -------               ----                     ----                -------
TOTAL........................      $38,094               $346                     $(31)               $38,409
                                   =======               ====                     ====                =======
</TABLE>

                                       9
<PAGE>

The carrying value of securities pledged to secure deposits and for other
purposes required or permitted by law amounted to approximately $29.1 million
and $28.1 million at March 31, 2001 and December 31, 2000, respectively.

NOTE 6 - LOANS

The following schedule presents the components of loans, net of unearned income,
by type, as of March 31, 2001 and December 31, 2000:
<TABLE>
<CAPTION>

                                                                March 31, 2001             December 31, 2000
                                                                --------------             -----------------
                                                                         (Dollars in thousands)
                                                             Amount         Percent      Amount          Percent
                                                             ------         -------      ------          -------
<S>                                                        <C>                <C>      <C>                 <C>
Commercial and Industrial....................              $ 48,486           18%      $ 43,006            19%
Real Estate Non-Residential Properties.......               176,093           66%       147,996            67%
Residential Properties.......................                23,858            9%        19,399             9%
Construction.................................                12,118            5%         7,869             3%
Consumer.....................................                 4,082            2%         3,424             2%
                                                           --------          ---       --------           ---
Gross Loans..................................               264,637          100%       221,694           100%
less: net deferred fees......................                   800                         684
                                                           --------                   ---------
Total loans..................................               263,837                     221,010
less: allowance for loan losses..............                 2,833                       2,381
                                                           --------                    --------
Net loans....................................              $261,004                    $218,629
                                                           ========                    ========
</TABLE>

                                       10
<PAGE>
         Changes in the allowance for loan losses are as follows:
<TABLE>
<CAPTION>
                                                             Three months ended
                                                  -----------------------------------------
                                                  March 31, 2001             March 31, 2000
                                                  --------------             --------------
                                                             (Dollars in thousands)
<S>                                                   <C>                       <C>
Balance at beginning of year                          $ 2,381                   $ 1,017
Provision for loan losses                                 447                       199
Charge-offs                                                --                        --
Recoveries                                                  5                         1
                                                      -------                   -------
Ending Balance                                        $ 2,833                   $ 1,217
                                                      =======                   =======

Ratio of net charge-offs to
average loans outstanding                                0.00%                     0.00%

Balance of allowance as a % of
total loans at period end                                1.07%                     1.05%
</TABLE>

Loans with unpaid principal balances of $415 and $402 thousand were 90 days or
more contractually delinquent or on nonaccrual status at March 31, 2001 and
December 31, 2000.

                                       11
<PAGE>
Item 2.

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

                                    OVERVIEW

                Special Note Regarding Forward-Looking Statements

This report contains certain "forward-looking statements" as defined under
Section 21E of the Securities Exchange Act of 1934. The Company desires to take
advantage of the "safe harbor" provisions of Section 21E and is including this
statement for the express purpose of availing itself of the protection of the
safe harbor with respect to all such forward-looking statements. These
forward-looking statements, which are included in Management's Discussion and
Analysis, describe future plans or strategies and may include the Company's
expectations of future financial results. The words "believe", "expect",
"anticipate", "estimate", "project", and similar expressions identify
forward-looking statements. The Company's ability to predict results or the
effect of future plans or strategies or qualitative or quantitative changes
based on market risk exposure is inherently uncertain. Factors which could
effect actual results include but are not limited to i) changes in general
market interest rates, ii) general economic conditions, both in the United
States generally and specifically in the Company's market area, iii)
legislative/regulatory changes, iv) monetary and fiscal policies of the U.S.
Treasury and the Federal Reserve, v) changes in the quality or composition of
the Company's loan and investment portfolios, vi) demand for loan products, vii)
deposit flows, viii) competition, and ix) demand for financial services in the
Company's markets. These factors should be considered in evaluating the
forward-looking statements, and undue reliance should not be placed on such
statements.

                                       12
<PAGE>

  Expansion into the Orlando, Florida Market and within Brevard County, Florida

On August 1, 2000 the Company's Board of Directors approved expanding the
Company's market area to include the Orlando, Florida market. The Board viewed
this market as one of the most desirable Florida markets not currently served by
the Company. As a part of this planned expansion, the Board of Directors
approved a sale of $7 million to $11 million of Class B common stock, at a price
of $10 per share, and the addition of three Orlando based members to the Board.
The three Board members were appointed to the Boards of the Bank and the Company
in October 2000.

To undertake our capital offering we filed a registration statement on Form SB-2
with the Securities and Exchange Commission that became effective on November 7,
2000. The full 1.1 million shares offered were sold before January 31, 2001.

The Company opened a full service branch in downtown Orlando on September 7,
2000. The Company opened a full service South Orlando branch on March 19, 2001
and expects to open a full service branch in Altamonte Springs, a suburb of
Orlando, in May 2001.

The Company is also expanding its operation in Brevard County, Florida. We
currently operate a full service branch in Melbourne which opened in March 2000
and opened a full service branch in Cocoa Beach, Florida in April 2001.

                                       13
<PAGE>
                              RESULTS OF OPERATIONS

              Three Months Ended March 31, 2001 and March 31, 2000.

For the quarter ended March 31, 2001, the Company generated net income of $300
thousand, an increase from net income of $213 thousand for the first quarter of
2000.

At March 31, 2001, the Company's total assets reached $366.7 million, an
increase of 21.7% over total assets at December 31, 2000. The Company's net
loans totaled $261.0 million, an increase of 19.4% over net loans at December
31, 2000, and the Company's deposits totaled $324.3 million, an increase of
24.1% over total deposits at December 31, 2000.

Interest and Dividend Income. Total interest and dividend income increased $3.7
million, or 123.5%, to $6.7 million for the quarter ended March 31, 2001 from
$3.0 million for the same period of 2000. This increase in interest income
primarily relates to an increase in the Company's average balance of earning
assets and to a lesser extent to higher yield on the portfolio of interest
earning assets. Average balances increased by $136.2 million for loans, $9.5
million for investment securities and $24.5 million for federal funds sold. The
average yield on the loan portfolio increased to 9.4% in the first quarter of
2001, compared to 9.1% in the first quarter of 2000. The average yield on
federal funds sold decreased to 5.6% in 2001 from 5.9% in 2000 reflecting lower
current market rates of interest. The average yield on investment securities,
including Federal Reserve Bank and FHLB stocks, was unchanged at 6.9% for both
the first quarters of 2001 and 2000. During the three months ended March 31,
2001 the yield on the Company's interest earning assets increased slightly to
8.8% from 8.6% earned during the three months ended March 31, 2000. This
increase is due primarily to an increased volume in higher yielding loans
offsetting lower yields on federal funds sold.

Interest Expense. The Company's interest expense for the first quarter of 2001
increased $2.4 million, or 201.0%, to $3.5 million from $1.2 million for the
same period last year. The increase in interest expense reflects a 150.9%
increase in average interest bearing liabilities at March 31, 2001, as compared
to the same period in 2000. The average balance of time deposits and money
market deposits increased by $113.4 million, and $40.2 million, respectively, in
the first quarter of 2001 as compared to the same period in 2000. The increase
in money market deposit accounts reflects the success of our tiered-rate money
market account which offers competitive rates based upon the size of the
customer's account balance. In addition, the average balance of the Company's
non-interest bearing demand deposits increased by $12.0 million, to $41.6
million for the three months ended March 31, 2001 from $29.6 million for the
three months ended March 31, 2000. The Company's average cost of deposits for
the three months ended March 31, 2001 increased to 4.8% from 3.3% for the
comparable period of 2000, primarily due to the increased volume of the higher
yielding money market and time deposit accounts needed to fund our continued
loan growth, and to a lesser extent due to higher rates being paid on those
accounts. The average balance of securities sold under agreement to repurchase
was $5.9 million, and the average balance of advances from the FHLB was $3.9
million, both at average rates of 6.3%, during the three months ended March 31,
2001. In the quarter ended March 31, 2000 the average balance of securities sold
under agreement to repurchase was $9.0 million and the average of advances from
the Federal Home Loan Bank was $4.0 million, both at average rates of 6.2%. The
funds obtained through the repurchase agreement and FHLB advances were used to


                                       14
<PAGE>

purchase securities under a leveraged growth and interest rate risk reduction
strategy. The Company's average cost of funds for the three months ended March
31, 2001, increased to 4.8% from 3.6% in the comparable period of 2000.

Net-Interest and Dividend Income. Net interest and dividend income for the three
months ended March 31, 2001, increased by $1.4 million, or 74.3%, over the same
period last year.

The Company's net interest spread decreased 86 basis points to 3.16% for the
three months ended March 31, 2001, from 3.97% for the comparable period of 2000,
reflecting the Company's higher cost of funds for the current period.

Provision for Loan Losses. The increase to $447 thousand from $199 thousand in
the provision for loan losses for the three months ended March 31, 2001,
compared to the comparable period of 2000, reflects the growth in the loan
portfolio in the first quarter of 2001 compared to the same period the prior
year. The Company's expense for provision for loan losses maintained the reserve
at a level management believes appropriate in light of the Company's lending
activities, the quality of the loan portfolio, historical experience, volume and
type of lending conducted by the Company, the status of past due and
non-performing loans, the general economic conditions of the Company's lending
area and other factors affecting collectibility of the Company's loan portfolio.
The provision for the three months ended March 31, 2001 was due to growth
primarily in the non-residential real estate loan portfolio and to a lesser
extent due to growth in the commercial and industrial, residential real estate
and construction loan portfolios. The Company had recoveries of $5 thousand and
no charge offs against the reserve. The Company did not experience any material
change in its level of classified loans during the three month period ended
March 31, 2001. While the Company's management uses available information to
recognize losses on loans, future additions to the allowance may be necessary
based on changes in economic conditions, the financial status of borrowers and
regulatory requirements.

Non-Interest Income. For the first quarter of 2001, total non-interest income
increased $59 thousand, or 23.3%, from the same period of last year. The
increase includes $48 thousand more in service charges and fees and an increase
of $10 thousand on gain on sale of loans. Also included in non-interest income
in the first quarter of 2001 but not present in 2000, is $17 thousand in
commissions earned by Admiralty Insurance Services, LLC, the Company's insurance
affiliate. These increases were partially offset by the absence of any gains on
sales of securities in the first quarter of 2001, while the Company had $16
thousand in such gains in the first quarter of 2000.

Non-Interest Expense. For the three month period ended March 31, 2001, the
Company experienced increases in its non-interest expense over non-interest
expense for the comparable period of 2000. For the three month period ended
March 31, 2001, the Company's total non-interest expense was $2.6 million,
compared to total non-interest expense of $1.5 million for the 2000 period. The
increase in non-interest expense in the three month period of 2001 reflects a
$655 thousand increase in compensation and employee benefit expense as the
Company hired additional staff to administer growth in its loan and deposit
portfolios, to staff its new in-house data processing and items processing
departments and to staff its new full service branches in Melbourne (which
opened in March 2000), downtown Orlando (which opened in September 2000), South
Orlando (which opened in March 2001) and Cocoa Beach which opened in April 2001.
The increase in salary and benefit expenses also reflects salary adjustments for
the Company's employees. Full time equivalent employees increased from 60 at
March 31, 2000, to


                                       15
<PAGE>

103 at March 31, 2001. Occupancy expense increased by $125 thousand, or 58.1%,
in the three months ended March 31, 2001 as compared to the same period in 2000.
Rents at the downtown Orlando office and new operations center were $61 thousand
and $28 thousand, respectively, in the first quarter of 2001 while the Company
did not have these locations in 2000. Rents also include an increase of $24
thousand in 2001 for the Melbourne office, which opened during the first quarter
of 2000. Goodwill amortization totaled $38 thousand for the first three months
of 2001 and 2000. The Company also experienced the following increases in other
non-interest expenses related primarily to its growth: telephone expense
increased $14 thousand, or 49.1%, stationery and supplies expense increased $16
thousand, or 42.5%, business development expense increased $26 thousand, or
138.6%, directors fees and expenses increased $22 thousand, or 89.9%, and FDIC
and State assessments increased $24 thousand, or 177.7%.

Income Taxes. Income tax expense increased to $212 thousand for the quarter
ended March 31, 2001, compared to $156 thousand for the same period last year
due to higher taxable income in the current quarter. The effective tax rate for
the first quarter of 2001 was 41.4% compared to 42.3% in the first quarter of
2000.

                                       16
<PAGE>
                               FINANCIAL CONDITION

                  March 31, 2001 compared to December 31, 2000

Total assets increased to $366.7 million, an increase of $65.3 million, or
21.7%, from total assets of $301.4 million at December 31, 2000. Increases in
total assets included increases of $11.4 million in federal funds sold, $42.4
million in net loans, $7.6 million in investment securities held to maturity,
$2.9 million in investment securities available for sale, $1.9 million in net
premises and equipment and $185 thousand in accrued interest receivable.

The $42.4 million increase in net loans is comprised primarily of $5.5 million
in commercial loans, $28.1 million in non-residential real estate loans, $4.5
million in residential real estate loans, and $4.2 million in construction
loans. The net increase is the result of the management team's efforts to
attract new business and expand relationships with existing customers. Loans
originated in the recently opened Orlando, Florida branches contributed $18
million toward the overall increase in loans.

At March 31, 2001, federal funds sold increased by $11.4 million from December
31, 2000. The increase is attributable primarily to growth in deposits outpacing
loan and investment portfolio growth during the period. Accrued interest
receivable increased $185 thousand as a result of growth in the loan and
investment portfolios. The Company's net investment in premises and equipment
increased $1.9 million, including $1.1 million for land to be used for the
Altamonte Springs branch. This branch is expected to open in a leased modular
building located toward one end of the property in May 2001, after which a
permanent branch will be built on the remaining portion of the land. The site
occupied by the permanent building is a corner lot with access from two roads.
After the permanent facility is opened the Company expects to return the modular
unit and sell the excess land. The increase in net premises and equipment also
includes net increases of $321 thousand and $411 thousand for improvements at
the downtown Orlando and South Orlando branches, respectively. The downtown
Orlando branch moved into its permanent location and the South Orlando branch
opened during the first quarter 2001.

Total deposits increased 24.1%, to $324.3 million at March 31, 2001 from $261.3
million at December 31, 2000. Deposits are summarized as follows:

                                        March 31, 2001         December 31, 2000
                                        --------------         -----------------
                                                   (in thousands)
Non-interest bearing demand.......         $ 48,045                  $ 41,025
Savings, NOW and money market.....          108,925                    88,986
Time deposits, under $100,000.....           84,502                    63,607
Time deposits, $100,000 and over..           82,780                    67,697
                                          ---------                 ---------
                                          $ 324,252                 $ 261,315
                                          =========                 =========

Money market accounts increased $15.3 million in the first three months of 2001.
This increase reflects the market's acceptance of two, tiered rate money market
account products, which pay increased rates as the balance in the account
increases.

Time deposits increased $36.0 million in the first three months of 2001. The
Company subscribes to a deposit listing service on the internet which allows it
to post time deposit rates on a web site which is available to other subscribers
who use the site as an information source for


                                       17
<PAGE>

investing in time deposits. The deposits raised through this program are
primarily deposits of credit unions, savings banks and commercial banks at terms
from ninety days to three years. The Company raised $13.5 million with this
program in the first three months of 2001. At March 31, 2001 the Company had
$47.6 million in deposits raised through this program compared to $34.1 million
at December 31, 2000. The weighted average rate of the internet portfolio at
March 31, 2001 was 6.60% and the weighted average life was four months.

The following table sets forth the average amounts of various types of deposits
for each of the periods indicated:
<TABLE>
<CAPTION>

                                                March 31, 2001               December 31, 2000
                                               -----------------             ------------------
                                                         Average                        Average
                                               Amount     Yield              Amount      Yield
                                               ------    -------             ------     -------
                                                           (dollars in thousands)
<S>                                          <C>           <C>             <C>            <C>
Non-Interest Bearing Demand............      $ 41,580      0.0%            $ 32,738       0.0%
Interest-Bearing Demand................        16,161      0.6%              12,544       0.7%
Money Market Deposits..................        77,524      4.6%              53,811       5.0%
Savings Deposits.......................         2,242      1.5%               2,296       2.0%
Time Deposits..........................       149,718      6.6%              63,912       6.5%
                                             --------                      --------
Total..................................      $287,225                      $165,301
                                             ========                      ========
</TABLE>


The increased average yield on time deposits is primarily attributable to the
growth in the internet deposit portfolio which tends to require higher interest
rates than the local time deposit portfolio. The Company offered these higher
yielding certificates of deposit to attract deposits to fund the growth in the
loan portfolio.

FHLB advances totaled $3.0 million at March 31, 2001 compared to $4.0 million at
December 31, 2000. The funds used to reduce the borrowing were raised through
the deposit portfolio. The funds obtained in this borrowing were used toward the
purchase of a $10 million GNMA II mortgage-backed security, of which one half is
classified as available for sale and one half is classified as held to maturity.
The security is pledged to secure the borrowing line and the Company is required
to maintain a specified margin between the market value of the security and the
amount advanced under the line.

The following table sets forth information regarding the Company's short-term
borrowing at and for the periods indicated:
<TABLE>
<CAPTION>
                                                               Three months ended         Twelve months ended
                                                                   March 31, 2001            December 31, 2000
                                                               ------------------         --------------------
                                                                             (dollars in thousands)
<S>                                                                   <C>                        <C>
FHLB advances
      Balance outstanding..................................           $ 3,000                    $ 4,000
      Weighted average interest rate at period end.........               5.2%                       6.6%
      Maximum balance at any month-end.....................           $ 4,000                    $ 9,400
      Average amount outstanding during period.............           $ 3,933                    $ 6,118
      Weighted average interest rate during period.........               6.3%                       6.6%
</TABLE>

Accrued interest payable increased $76 thousand, or 12.7%, due primarily to an
increased volume of interest paying liabilities partially offset by lower rates
on some of those liabilities. Other liabilities decreased $117 thousand, or
14.1%, due primarily to a $70 thousand decrease in


                                       18
<PAGE>

loan commitment fees on loans not yet closed and a $118 thousand decrease in
accrued expenses payable partially offset by a $90 thousand increase in accrued
income taxes.

ASSET QUALITY

The Company's principal earning assets are its loans. Inherent in the lending
function is the risk of the borrower's inability to repay their loan under its
existing terms. Risk elements include non-accrual loans, past due and
restructured loans, potential problem loans, loan concentrations and other real
estate.

Non-performing assets include loans that are not accruing interest (non-accrual
loans) as a result of principal or interest being in default for a period of 90
days or more. When a loan is classified as non-accrual, interest accruals
discontinue and all accumulated accrued interest receivable is backed out of
current period income. Until the loan becomes current, any payments received
from the borrower are applied to outstanding principal until such time as
management determines the financial condition of the borrower and other factors
merit recognition of such payments as interest.

The Company attempts to minimize overall credit risk through loan
diversification and its loan approval procedures. The Company's due diligence
begins at the time the borrower and the Company begin to discuss the origination
of the loan. Documentation, including the borrower's credit history, materials
establishing the value and liquidity of potential collateral, the purpose of the
loan, the source and timing of the repayment of the loan, and other factors are
analyzed before a loan is submitted for approval. Loans made are also subject to
periodic review.

Non-accrual loans increased to $415 thousand at March 31, 2001 from $402
thousand at December 31, 2000. The balance represents the unguaranteed portion
of six Small Business Administration loans. Management believes these loans are
all adequately reserved and it does not expect any material losses as a result
of these credits.

The Company had no other real estate owned at March 31, 2001 or December 31,
2000.

The following table sets forth information concerning risk elements in the
Company's portfolio:

                                          March 31,            December 31,
                                             2001                 2000
                                        ---------------    --------------------
                                                (dollars in thousands)

Non-accrual loans                           $ 415                 $ 402

Other real estate owned                         0                     0
                                            -----                 -----
Total non-performing assets (1)             $ 415                 $ 402
                                            =====                 =====

Non-accrual loans to total loans             0.16%                 0.18%

Non-performing assets to total assets        0.11%                 0.18%

Allowance for loan losses as a
percentage of non-performing assets        682.65%               592.29%

------------
(1) No loans were past due 90 days or more and still accruing interest at the
    periods presented.

                                       19
<PAGE>

ALLOWANCE FOR LOAN LOSSES

The Company attempts to maintain an allowance for loan losses at a sufficient
level to provide for potential losses in the loan portfolio. Loan losses are
charged directly to the allowance when they occur and any recovery is credited
to the allowance. Risks within the portfolio are analyzed on an ongoing basis by
our officers, by outside, independent loan review auditors and by our Directors'
Loan Committee. A risk system, consisting of multiple grading categories, is
utilized as an analytical tool to assess the risk and appropriate reserves.
Along with the risk system, management further evaluates risk characteristics of
the loan portfolio under current and anticipated economic conditions and
considers such factors as the financial condition of the borrower, past and
expected loss experience, and other factors management feels deserve recognition
in establishing an appropriate reserve. These estimates are reviewed at least
quarterly, and, as adjustments become necessary, they are realized in the
periods in which they become known. Additions to the allowance are made by
provisions charged to expense and the allowance is reduced by net charge-offs
(i.e., loans judged to be uncollectible and charged against the reserve, less
any recoveries on such loans). Although management attempts to maintain the
allowance at a level deemed adequate, future additions to the allowance may be
necessary based upon changes in market conditions. In addition, various
regulatory agencies periodically review the Company's allowance for loan losses.
These agencies may require the Company to take additional provisions based on
their judgments about information available to them at the time of their
examination.

At March 31, 2001, the allowance for loan losses was $2.8 million, an increase
of $452 thousand from December 31, 2000. During the three months ended March 31,
2001 the Company had no charge-offs, recoveries of $5 thousand and provided a
loan loss provision of $447 thousand.

INVESTMENT SECURITIES

At March 31, 2001, the Company's investment securities portfolio, both held to
maturity and available for sale, totaled $48.7 million, an increase of $10.5
million, from total investment securities of $38.2 million at December 31, 2000.
The Company invested primarily in mortgage backed securities during the first
quarter of 2001. At March 31, 2001, $16.6 million of the Company's investment
securities were classified as available for sale and $32.1 million were
classified as held to maturity. At December 31, 2000, $13.6 million and $24.6
million of securities were classified as available for sale and held to
maturity, respectively.

LIQUIDITY

Net cash provided by the Company's operating activities was $686 thousand in the
first three months of 2001 compared to $436 thousand for the three months ended
March 31, 2000.

Net cash used in investing activities was $55.4 million in the period ended
March 31, 2001 compared to $24.2 million in the comparable period of 2000. The
Company used $10.4 million for net investment securities in 2001, while in 2000
it used $8.9 million for its securities


                                       20
<PAGE>

portfolio. Additionally, the Company used $42.8 million and $14.5 million for
net loans and loan sales in the first three months of 2001 and 2000,
respectively.

Net cash provided by the Company's financing activities was $65.0 million in the
first three months of 2001, and $29.5 million in the comparable period of 2000.
The increase in 2001 was due to a $62.9 million increase in deposits and net
proceeds of $3.1 million for stock issued. Deposits provided an increase of
$20.7 million and proceeds from FHLB advances provided $9.4 million in the three
months ended March 31, 2000.

As a state chartered commercial bank, the Bank is required to maintain a daily
liquidity position equal to at least 15 percent of its total transaction
accounts and 8 percent of its total nontransaction accounts, less those deposits
of public funds for which security has been pledged. As of March 31, 2001, the
Bank had a liquidity ratio of 23.6% which was adequate to meet the statutory
requirement. The primary source of the Bank's liquidity is federal funds sold -
overnight loans to major commercial banks. At March 31, 2001, federal funds sold
totaled $32.5 million. Funds not required to meet loan and deposit demand were
invested primarily in mortgage-backed and U.S. Government Agency securities. The
Bank considers these investments to be secondary sources of liquidity. The
Bank's investment securities classified as available for sale had a carrying
value of $16.6 million at March 31, 2001.

An additional external source of liquidity is an unsecured $7.5 million federal
funds overnight borrowing line of credit and a secured line of credit with a
correspondent bank. The Company's unencumbered investment securities are the
collateral for the secured line of credit and serve to determine the total
amount available under the line. At March 31, 2001, no funds were drawn under
either the secured or unsecured line. The Company did not draw on either the
secured or unsecured lines of credit during the three months ended March 31,
2001. The Company also maintains a line of credit at the Federal Home Loan Bank
of Atlanta secured by first lien residential mortgages and mortgage-backed
securities. The total credit available under this line is based on the market
value of the collateral; at March 31, 2001, $2.0 million was available.

CAPITAL RESOURCES

Total stockholders' equity increased to $32.2 million at March 31, 2001 from
$28.7 million at December 31, 2000. March 31, 2001 equity was affected by net
income of $300 thousand, $2.5 million raised through a public offering of the
Company's Class B common stock, $560 thousand raised as a result of the exercise
of warrants for 52,928 shares of Class B common stock and an increase of $59
thousand in net unrealized gains on available for sale securities.

                                       21
<PAGE>

At March 31, 2001, the Company exceeded all regulatory capital requirements as
follows:

                                CAPITAL ADEQUACY
                             (dollars in thousands)
<TABLE>
<CAPTION>
                                                                                                   To be well capitalized
                                                                         For capital               under prompt corrective
                                                Actual                adequacy purposes              action provisions
                                         --------------------        -------------------           -----------------------
                                         Amount         Ratio        Amount        Ratio            Amount         Ratio
                                         ------         -----        ------        -----            ------         -----
                                                                    (Dollars in thousands)
<S>                                      <C>            <C>        <C>            <C>              <C>            <C>
Total Capital
     (to risk weighted assets)......     31,304         10.55%     > 23,747       > 8.00%          > 29,684       > 10.00%
                                                                   -              -                -              -
Tier I Capital
     (to risk weighted assets)......     28,471          9.59%     > 11,873       > 4.00%          > 17,810       > 6.00%
                                                                   -              -                -              -
Tier I Capital
     (to average assets)............     28,471          8.76%     > 13,000       > 4.00%          > 16,250       > 5.00%
                                                                   -              -                -              -
</TABLE>

On March 11, 2000, the Company converted from a one bank holding company to a
financial holding company under the Gramm-Leach-Bliley Financial Modernization
Act of 1999 (the "Modernization Act"). This status permits the Company to
undertake financial activities which need not be closely related to banking,
such as insurance brokerage activities. Under the Modernization Act, the
Company's bank subsidiary must, among other requirements, remain "well
capitalized" or the Company could be required to divest itself of its
non-banking activities.

At March 31, 2001, the Bank exceeded all regulatory capital requirements as
follows:

                                CAPITAL ADEQUACY
                             (dollars in thousands)
<TABLE>
<CAPTION>
                                                                                                   To be well capitalized
                                                                         For capital               under prompt corrective
                                                Actual                adequacy purposes              action provisions
                                         --------------------        -------------------           -----------------------
                                         Amount         Ratio        Amount        Ratio            Amount         Ratio
                                         ------         -----        ------        -----            ------         -----
                                                                    (Dollars in thousands)
<S>                                      <C>            <C>        <C>            <C>              <C>            <C>
Total Capital
     (to risk weighted assets)......     31,230         10.52%     > 23,745       > 8.00%          > 29,681       > 10.00%
                                                                   -              -                -              -
Tier I Capital
     (to risk weighted assets)......     28,397          9.57%     > 11,872       > 4.00%          > 17,809       > 6.00%
                                                                   -              -                -              -
Tier I Capital
     (to average assets)............     28,397          8.74%     > 13,000       > 4.00%          > 16,250       > 5.00%
                                                                   -              -                -              -
</TABLE>

                                       22
<PAGE>

                            Part II Other Information

Item 1    Legal Proceedings

The Company and the Bank are periodically involved in various legal proceedings
as a normal incident to their businesses. In the opinion of management, no
material loss is expected from any such pending lawsuit.

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

No matters were submitted for a vote of shareholders during the period covered
by this report.

Item 5    Other Information

The Company concluded its sale of 1,100,000 shares of its Class B common stock
at $10.00 per share during January 2001. The stock was sold primarily in the
Orlando, Florida area, by directors of the Company who have long standing
business ties in the Orlando market. The Company did not use an underwriter or
broker.

Item 6    Exhibits and Reports on Form 8-K

(a)      Exhibits

          Number           Description
          ------           -----------
          None.

(b)      Reports on Form 8-K

On March 5, 2001 the Company filed a Form 8-K to report that it had sold out its
offering of Class B common stock.

On January 19, 2001 the Company filed a Form 8-K to report its 2000 results of
operations and to report that its subsidiary had exceeded $300 million in
assets.

                                       23
<PAGE>
                                    SIGNATURE

         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 hereunto duly authorized.


                                        ADMIRALTY BANCORP, INC.


Date: May 14, 2001                      By: /s/ Ward Kellogg
                                           ----------------------------------
                                            WARD KELLOGG, President


Date: May 14, 2001                      By: /s/ Kevin M. Sacket
                                           ----------------------------------
                                            KEVIN M. SACKET, Treasurer
                                            (Principal Financial Officer)

                                       24