# Securities and Exchange Commission
Washington, D.C. 20549

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# FORM 10-Q

|ý | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2003
or

|o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

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Commission File #000-30521Pavilion Bancorp, Inc.
(Exact name of registrant as specified in its charter)

|Michigan
(State or other jurisdiction of
incorporation or organization) | 38-3088340
(I.R.S. Employer
Identification No.)
|----------------------------------------------------------------------- | -----------------------------------------------

135 East Maumee Street, Adrian, Michigan 49221
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (517) 265-5144, Fax (517) 265-3926

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

Indicate by check mark whether the
registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).   Yes  o
      No   ý

As of November 6, 2003, there were 806,000
outstanding shares of the registrants common stock, no par value.

Page 1

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# CROSS REFERENCE TABLE

|ITEM NO. | DESCRIPTION | PAGE NO.
|-------- | ----------- | --------

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# PART I  FINANCIAL
INFORMATION

|Item 1.                     | Financial Statements (Condensed)                                                     
|--------------------------- | -------------------------------------------------------------------------------------
|                            | (a)                                                                                  
|                            | (b)                                                                                  
|                            | (c)                                                                                  
|                            | (d)                                                                                  
|                           
|Item 2.                     | Managements
Discussion and Analysis of Financial Condition and Results of Operations
|                           
|Item 3.                     | Quantitative and Qualitative Disclosures About Market Risk                           
|                           
|Item 4.                     | Controls and Procedures                                                              
|                           
|PART II - OTHER
INFORMATION
|                           
|Item 1                      | Legal Proceedings                                                                    
|Item 2                      | Changes in Securities and Use of Proceeds                                            
|Item 3                      | Defaults Upon Senior Securities                                                      
|Item 4                      | Submission of Matters to a Vote of Security Holders                                  
|Item 5                      | Other Information                                                                    
|Item 6                      | Exhibits and Reports on Form 8-K                                                     
|                           
|Signatures                  |                                                                                      
|                           
|Exhibit Index               |                                                                                      

Page 2

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PART I 
FINANCIAL INFORMATION

ITEM 1- FINANCIAL
STATEMENTS

|                                                                 |  |                              |   |                  |  |   |         | 
|---------------------------------------------------------------- |  | ---------------------------- | - | ---------------- |  | - | ------- | 
|(a) CONDENSED CONSOLIDATED BALANCE SHEETSIn thousands of dollars |  | September 30,2003(unaudited) |   | December 31,2002
|                                                                 |  |                              |  
|ASSETS                                                           |  |                             
|Cash and due from banks                                          |  |                              | $ | 11,093           |  | $ | 11,223  | 
|Federal Funds Sold                                               |  |                              |   | 6,340            |  |   | _______ | 
|                                                                 |  |                              |  
|Total Cash and Cash Equivalents                                  |  |                              |   | 17,433           |  |   | 11,223  | 
|                                                                
|Securities available for sale                                    |  |                              |   | 17,283           |  |   | 25,216  | 
|Federal Home Loan Bank stock, at cost                            |  |                              |   | 2,504            |  |   | 2,504   | 
|Federal Reserve Bank stock, at cost                              |  |                              |   | 603              |  |   | 493     | 
|Loans held for sale                                              |  |                              |   | 651              |  |   | 1,473   | 
|Loans receivable, net of allowance for loan losses               |  |                              |   | 261,446          |  |   | 233,049 | 
|Premises and equipment, net                                      |  |                              |   | 5,978            |  |   | 6,314   | 
|Accrued interest receivable                                      |  |                              |   | 1,881            |  |   | 1,868   | 
|Mortgage servicing asset                                         |  |                              |   | 2,806            |  |   | 2,715   | 
|Other assets                                                     |  |                              |   | 906              |  |   | 2,431   | 
|                                                                 |  |                              |  
|Total Assets                                                     |  |                              | $ | 311,491          |  | $ | 287,286 | 
|                                                                
|LIABILITIES AND SHAREHOLDERS' EQUITY                             |  |                             
|                                                                
|Deposits                                                         |  |                             
|Noninterest bearing                                              |  |                              | $ | 53,502           |  | $ | 48,827  | 
|Interest bearing                                                 |  |                              |   | 208,091          |  |   | 192,893 | 
|                                                                 |  |                              |  
|Total deposits                                                   |  |                              |   | 261,593          |  |   | 241,720 | 
|                                                                
|Borrowed funds                                                   |  |                              |   | 12,119           |  |   | 8,635   | 
|Accrued interest payable                                         |  |                              |   | 503              |  |   | 507     | 
|Other liabilities                                                |  |                              |   | 2,222            |  |   | 2,255   | 
|Trust preferred securities                                       |  |                              |   | 5,000            |  |   | 5,000   | 
|Common stock subject to repurchase obligation in ESOP            |  |                              |   | 3,799            |  |   | 4,100   | 
|                                                                 |  |                              |  
|Total liabilities                                                |  |                              |   | 285,236          |  |   | 262,217 | 
|                                                                
|                                                                
|Shareholders' equity                                             |  |                             
|Common stock and paid-in capital, no par value                   |  |                              |   | 8,822            |  |   | 9,712   | 
|Retained earnings                                                |  |                              |   | 17,286           |  |   | 15,254  | 
|Accumulated other comprehensive income,                          |  |                             
|net of tax                                                       |  |                              |   | 147              |  |   | 103     | 
|                                                                 |  |                              |  
|Total shareholders' equity                                       |  |                              |   | 26,255           |  |   | 25,069  | 
|                                                                 |  |                              |  
|Total liabilities and shareholders' equity                       |  |                              | $ | 311,491          |  | $ | 287,286 | 
|                                                                 |  |                              |  

See
accompanying notes to condensed consolidated financial statements.

Page 3

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|(b)  CONDENSED CONSOLIDATED     STATEMENTS OF INCOME AND |  |  |                    |       |                   |   |       |   |      |        |   |   |        |  
|-------------------------------------------------------- |  |  | ------------------ | ----- | ----------------- | - | ----- | - | ---- | ------ | - | - | ------ | -
|COMPREHENSIVE INCOME (unaudited)                         |  |  | Three Months Ended |       | Nine Months Ended
|In thousands of dollars, except per share data           |  |  | September 30,      |       | September 30,    
|                                                         |  |  |                    |       |                  
|                                                         |  |  | 2003               |       | 2002              |   | 2003  |   | 2002 |       
|                                                         |  |  |                    |       |                   |   |       |   |      |       
|Interest and dividend income                             |  | 
|Loans receivable, including fees                         |  |  | $                  | 4,619 |                   | $ | 4,540 |   | $    | 13,405 |   | $ | 13,239 |  
|Securities available for sale                            |  |  |                    | 206   |                   |   | 302   |   |      | 734    |   |   | 1,028  |  
|Federal funds sold and other                             |  |  |                    | 9     |                   |   | 29    |   |      | 35     |   |   | 71     |  
|                                                         |  |  |                    |       |                   |   |       |   |      |       
|                                                         |  |  |                    | 4,834 |                   |   | 4,871 |   |      | 14,174 |   |   | 14,338 |  
|                                                        
|Interest expense                                         |  | 
|Deposits                                                 |  |  |                    | 948   |                   |   | 1,336 |   |      | 3,013  |   |   | 4,168  |  
|Federal Home Loan Bank advances                          |  |  |                    | 94    |                   |   | 81    |   |      | 243    |   |   | 236    |  
|Other                                                    |  |  |                    | 80    |                   |   | 78    |   |      | 233    |   |   | 238    |  
|                                                         |  |  |                    |       |                   |   |       |   |      |       
|Total interest expense                                   |  |  |                    | 1,122 |                   |   | 1,495 |   |      | 3,489  |   |   | 4,642  |  
|                                                         |  |  |                    |       |                   |   |       |   |      |       
|                                                        
|Net interest income                                      |  |  |                    | 3,712 |                   |   | 3,356 |   |      | 10,685 |   |   | 9,696  |  
|Provision for loan losses                                |  |  |                    | 184   |                   |   | 417   |   |      | 619    |   |   | 673    |  
|                                                         |  |  |                    |       |                   |   |       |   |      |       
|                                                        
|Net interest income after provision                      |  | 
|for loan losses                                          |  |  |                    | 3,528 |                   |   | 2,959 |   |      | 10,066 |   |   | 9,023  |  
|                                                        
|Noninterest income                                       |  | 
|Service charges and fees                                 |  |  |                    | 479   |                   |   | 583   |   |      | 1,420  |   |   | 1,721  |  
|Gains on loan sales                                      |  |  |                    | 1,610 |                   |   | 1,349 |   |      | 5,428  |   |   | 2,448  |  
|Loan servicing fees, net of amortization                 |  |  |                    | (319  | )                 |   | (246  | ) |      | (1,575 | ) |   | (237   | )
|Other                                                    |  |  |                    | (13   | )                 |   | (34   | ) |      | (130   | ) |   | (23    | )
|                                                         |  |  |                    |       |                   |   |       |   |      |       
|                                                         |  |  |                    | 1,757 |                   |   | 1,652 |   |      | 5,143  |   |   | 3,958  |  
|                                                        
|Noninterest expense                                      |  | 
|Salaries and employee benefits                           |  |  |                    | 2,428 |                   |   | 2,196 |   |      | 6,917  |   |   | 6,041  |  
|Occupancy and equipment                                  |  |  |                    | 588   |                   |   | 586   |   |      | 1,706  |   |   | 1,774  |  
|Other                                                    |  |  |                    | 966   |                   |   | 830   |   |      | 2,774  |   |   | 2,242  |  
|                                                         |  |  |                    |       |                   |   |       |   |      |       
|                                                         |  |  |                    | 3,982 |                   |   | 3,612 |   |      | 11,397 |   |   | 10,057 |  
|                                                         |  |  |                    |       |                   |   |       |   |      |       
|Income before income tax                                 |  |  |                    | 1,303 |                   |   | 999   |   |      | 3,812  |   |   | 2,924  |  
|Income tax expense                                       |  |  |                    | 421   |                   |   | 331   |   |      | 1,222  |   |   | 950    |  
|                                                         |  |  |                    |       |                   |   |       |   |      |       
|Net income                                               |  |  | $                  | 882   |                   | $ | 668   |   | $    | 2,590  |   | $ | 1,974  |  
|                                                         |  |  |                    |       |                   |   |       |   |      |       
|                                                        
|Comprehensive income                                     |  |  | $                  | 66    |                   | $ | 712   |   | $    | 2,634  |   | $ | 2,093  |  
|                                                         |  |  |                    |       |                   |   |       |   |      |       
|Basic earnings per share                                 |  |  | $                  | 1.09  |                   | $ | .80   |   | $    | 3.16   |   | $ | 2.34   |  
|                                                         |  |  |                    |       |                   |   |       |   |      |       
|Diluted earnings per share                               |  |  | $                  | 1.08  |                   | $ | .79   |   | $    | 3.15   |   | $ | 2.32   |  
|                                                         |  |  |                    |       |                   |   |       |   |      |       
|Dividends per share                                      |  |  | $                  | .23   |                   | $ | .22   |   | $    | .68    |   | $ | .64    |  
|                                                         |  |  |                    |       |                   |   |       |   |      |       

See accompanying
notes to condensed consolidated financial statements.

Page 4

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|                                                                     |      |  |                                |          |       |   |          |  
|-------------------------------------------------------------------- | ---- |  | ------------------------------ | -------- | ----- | - | -------- | -
|(c) CONDENSED CONSOLIDATED STATEMENTS OF      CASH FLOWS (unaudited)
|In thousands of dollars                                              |      |  | Nine Months EndedSeptember 30,
|                                                                     |     
|                                                                     | 2003 |  | 2002                          
|                                                                     |      |  |                               
|Cash flows from operating activities                                 |      | 
|Net income                                                           |      |  | $                              | 2,590    |       | $ | 1,974    |  
|Adjustments to reconcile net income to                               |      | 
|net cash from operating activities                                   |      | 
|Depreciation                                                         |      |  |                                | 630      |       |   | 673      |  
|Provision for loan losses                                            |      |  |                                | 619      |       |   | 673      |  
|Net amortization and accretion on securities                         |      | 
|available for sale                                                   |      |  |                                | 224      |       |   | 242      |  
|Amortization of mortgage servicing rights                            |      |  |                                | 2,100    |       |   | 691      |  
|Loans originated for sale                                            |      |  |                                | (258,178 | )     |   | (125,596 | )
|Proceeds from sale of mortgage loans                                 |      |  |                                | 262,237  |       |   | 124,356  |  
|Net gains on sales of mortgage loans                                 |      |  |                                | (5,428   | )     |   | (2,448   | )
|Net change in:                                                       |      | 
|Accrued interest receivable                                          |      |  |                                | (13      | )     |   | (127     | )
|Other assets                                                         |      |  |                                | 1,502    |       |   | 437      |  
|Accrued interest payable                                             |      |  |                                | (4       | )     |   | (298     | )
|Other liabilities                                                    |      |  |                                | (33      | )     |   | 690      |  
|                                                                     |      |  |                               
|Net cash from operating activities                                   |      |  |                                | 6,246    |       |   | 1,267    |  
|                                                                     |      |  |                               
|                                                                    
|Cash flows from investing activities                                 |      | 
|Proceeds from:                                                       |      | 
|Maturities, calls and principal payments on                          |      | 
|securities available for sale                                        |      |  |                                | 14,390   |       |   | 14,783   |  
|Sales of securities available for sale                               |      |  |                                |          | 3,500 |  
|Purchases of:                                                        |      | 
|Federal Reserve Bank stock                                           |      |  |                                | (110     | )     |   | -        |  
|Securities available for sale                                        |      |  |                                | (6,614   | )     |   | (16,605  | )
|Premises and equipment, net                                          |      |  |                                | (294     | )     |   | (522     | )
|Net increase in loans                                                |      |  |                                | (29,016  | )     |   | (19,759  | )
|                                                                     |      |  |                               
|Net cash from investing activities                                   |      |  |                                | (21,644  | )     |   | (18,603  | )
|                                                                    
|Cash flows from financing activities                                 |      | 
|Net change in deposits                                               |      |  |                                | 19,873   |       |   | 15,757   |  
|Net change in borrowed funds and capital securities                  |      |  |                                | 3,484    |       |   | (531     | )
|Change in shareholders' equity                                       |      |  |                                | (1,749   | )     |   | (1,014   | )
|                                                                     |      |  |                               
|Net cash from financing activities                                   |      |  |                                | 21,608   |       |   | 14,212   |  
|                                                                     |      |  |                               
|                                                                    
|Net change in cash and cash equivalents                              |      |  |                                | 6,210    |       |   | (3,124   | )
|                                                                    
|Cash and cash equivalents at beginning of period                     |      |  |                                | 11,223   |       |   | 24,277   |  
|                                                                     |      |  |                               
|Cash and cash equivalents at end of period                           |      |  | $                              | 17,433   |       | $ | 21,153   |  
|                                                                     |      |  |                               
|Cash paid for:                                                       |      | 
|Interest                                                             |      |  | $                              | 3,493    |       | $ | 4,490    |  
|Income taxes                                                         |      |  |                                | 820      |       |   | 820      |  

See
accompanying notes to condensed consolidated financial statements.

Page 5

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(d)    
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENT (unaudited)

NOTE 1  PRINCIPLES
OF CONSOLIDATION AND NATURE OF OPERATIONS

The unaudited condensed consolidated
financial statements include the accounts of Pavilion Bancorp, Inc. (the
Company) and its wholly-owned subsidiaries, Bank of Lenawee and Bank of
Washtenaw (together the Banks). The Bank of Lenawee includes its wholly-owned
subsidiaries, Pavilion Financial Services and Pavilion Mortgage Company (the
Mortgage Company). The name changes to Pavilion Bancorp, Inc. and Pavilion
Financial Services (previously Lenawee Bancorp, Inc. and Lenawee Financial Services) were
approved by the shareholders on April 18, 2002. All significant intercompany balances and
transactions have been eliminated in consolidation.

The Company is a two-bank holding
company which conducts limited business activities. The Banks perform the majority of the
Companys business activities.

The Banks provide a range of banking
services to individuals, commercial businesses, light industries and municipal entities
located in their service areas. Each Bank maintains a diversified loan portfolio with
loans to business enterprises for current operations and expansion and loans to
individuals for home mortgages, automobiles and personal expenditures. The Banks offer
traditional bank deposit products, including checking, savings, money market savings,
individual retirement accounts, certificates of deposit as well as a mobile banking
courier service.

NOTE 2  BASIS OF
PRESENTATION

The unaudited condensed consolidated
financial statements of Pavilion Bancorp, Inc. (the Company) have been
prepared in accordance with generally accepted accounting principles for interim financial
information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the nine month
period ended September 30, 2003 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2003. For further information, refer to
the consolidated financial statements and footnotes thereto included in the Companys
Annual Report on Form 10-K for the year ended December 31, 2002.

Page 6

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NOTE 3  EARNINGS
PER SHARE

A reconciliation of the numerators
and denominators of the basic earnings and diluted earnings per share computations for the
three and nine months ended September 30, 2003 and 2002 is presented below in thousands,
except for per share information:

|                                                   |  |  |                    |      |                   |   |      |  |      |       |  |   |       | 
|-------------------------------------------------- |  |  | ------------------ | ---- | ----------------- | - | ---- |  | ---- | ----- |  | - | ----- | 
|                                                   |  |  | Three Months Ended |      | Nine Months Ended
|                                                   |  |  | September 30,      |      | September 30,    
|                                                   |  |  |                    |      |                  
|                                                   |  |  | 2003               |      | 2002              |   | 2003 |  | 2002 |      
|                                                   |  |  |                    |      |                   |   |      |  |      |      
|Basic earnings per share                           |  | 
|Net income available to common shareholders        |  |  | $                  | 882  |                   | $ | 668  |  | $    | 2,590 |  | $ | 1,974 | 
|                                                   |  |  |                    |      |                   |   |      |  |      |      
|Weighted average common shares outstanding         |  |  |                    | 809  |                   |   | 839  |  |      | 819   |  |   | 844   | 
|                                                   |  |  |                    |      |                   |   |      |  |      |      
|Basic earnings per share                           |  |  | $                  | 1.09 |                   | $ | .80  |  | $    | 3.16  |  | $ | 2.34  | 
|                                                   |  |  |                    |      |                   |   |      |  |      |      
|                                                  
|Diluted earnings per share                         |  | 
|Net income available to common shareholders        |  |  | $                  | 882  |                   | $ | 668  |  | $    | 2,590 |  | $ | 1,974 | 
|                                                   |  |  |                    |      |                   |   |      |  |      |      
|Weighted average common shares outstanding         |  |  |                    | 809  |                   |   | 839  |  |      | 819   |  |   | 844   | 
|                                                  
|Add: Dilutive effects of exercise of stock options |  |  |                    | 6    |                   |   | 5    |  |      | 3     |  |   | 7     | 
|                                                   |  |  |                    |      |                   |   |      |  |      |      
|Weighted average common and dilutive               |  | 
|potential shares outstanding                       |  |  |                    | 815  |                   |   | 844  |  |      | 821   |  |   | 851   | 
|                                                   |  |  |                    |      |                   |   |      |  |      |      
|Diluted earnings per share                         |  |  | $                  | 1.08 |                   | $ | .79  |  | $    | 3.15  |  | $ | 2.32  | 
|                                                   |  |  |                    |      |                   |   |      |  |      |      

Page 7

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NOTE 4  ACCOUNTING
FOR STOCK BASED COMPENSATION



Compensation  expense under stock  options is reported
using the intrinsic  value  method.  The exercise  price of stock options is generally equivalent
to the market price of the underlying common stock as of the date of grant. No stock-based compensation cost is
reflected in net income, for stock options granted with an exercise price equal to or
greater than the market price of the underlying common stock at date of grant. For stock
options granted below market price, compensation expense is based upon the difference
between the market price and the exercise price at the date of grant and is recorded over
the vesting period of the options. Compensation expense actually recognized for the three
and nine months ended September 30, 2003 and 2002 was not significant. The following table
illustrates the effect on net income and earnings per share if expense was measured using
the fair value recognition provisions of FASB Statement No. 123, Accounting for
Stock-Based Compensation.

|                                             |  |  |                    |      |                   |   |      |  |      |       |  |   |       | 
|-------------------------------------------- |  |  | ------------------ | ---- | ----------------- | - | ---- |  | ---- | ----- |  | - | ----- | 
|                                             |  |  | Three Months Ended |      | Nine Months Ended
|                                             |  |  | September 30,      |      | September 30,    
|                                             |  |  |                    |      |                  
|                                             |  |  | 2003               |      | 2002              |   | 2003 |  | 2002 |      
|                                             |  |  |                    |      |                   |   |      |  |      |      
|Net income as reported                       |  |  | $                  | 882  |                   | $ | 668  |  | $    | 2,590 |  | $ | 1,974 | 
|(in thousands, except per share information) |  | 
|Less:  Stock-based compensation              |  | 
|expense determined under fair value          |  | 
|based method                                 |  |  |                    | 16   |                   |   | 15   |  |      | 49    |  |   | 46    | 
|                                             |  |  |                    |      |                   |   |      |  |      |      
|Pro forma net income                         |  |  | $                  | 866  |                   | $ | 653  |  | $    | 2,541 |  | $ | 1,928 | 
|                                             |  |  |                    |      |                   |   |      |  |      |      
|Basic earnings per share as reported         |  |  | $                  | 1.09 |                   | $ | .80  |  | $    | 3.16  |  | $ | 2.34 
|                                            
|Pro forma basic earnings per share           |  |  |                    | 1.07 |                   |   | .78  |  |      | 3.10  |  |   | 2.28 
|                                            
|Diluted earnings per share as reported       |  |  |                    | 1.08 |                   |   | .79  |  |      | 3.15  |  |   | 2.32 
|Pro forma diluted earnings per share         |  |  |                    | 1.06 |                   |   | .77  |  |      | 3.09  |  |   | 2.27 

The weighted average fair values of
stock options granted during the nine months ended September 30, 2003 and 2002 were $10.15
and $16.69. The fair value of options granted during the nine months ended September 30,
2003 and 2002 were estimated using an option pricing model with the following weighted
average information as of the grant dates:

|                           | 2003    | 2002   
|-------------------------- | ------- | -------
|                           |         |        
|Risk free rate of interest | 3.58%   | 4.78%  
|Expected option life       | 8 years | 8 years
|Expected dividend yield    | 1.96%   | 1.38%  
|Expected volatility        | 22.74%  | 22.92% 

In future years, as additional
options are granted, the proforma effect on net income and earnings per share may
increase. Stock options are used to reward directors and certain executive officers and
provide them with an additional equity interest. Options are issued for ten year periods
and have varying vesting schedules.

Page 8

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|ITEM 2 - | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS
|-------- | ------------------------------------------------------------------------------------------------

This discussion provides information
about the consolidated financial condition and results of operations of the Company as of
September 30, 2003 and for the three and nine month periods ended September 30, 2003
and 2002.

FINANCIAL CONDITION

Securities 
The principal balance of our
securities available for sale portfolio decreased by $7.9 million year to date for the
nine months ended September 2003. Purchases of securities totaling $6.6 million were
offset by principal repayments on mortgage backed securities and maturities within the
portfolio totaling $14.4 million. There were no sales of securities available for sale
during the first nine months of 2003. The securities portfolio has decreased as a result
of the additional funds being used to fund loan growth.

Loans 
During the first nine months of 2003,
annualized loan growth was 16.65%, a $29 million increase in outstanding balances. The
diversification of the types of loans in the loan portfolio remains unchanged from prior
periods. We continue our focus on the small business loans in the markets we serve.

In addition to the increase in
portfolio loans, we continued to experience a significant increase in the volume of our
residential mortgage loans sold into the secondary market when compared to the same time
period in 2002. The decrease in national market interest rates during the first nine
months of 2003 has also caused an ongoing decline in mortgage interest rates through the
first nine months of the year. In the month of October 2003, national mortgage rates
increased significantly enough to initially curtail the mortgage finance component of our
business.

Credit Quality 
We monitor the asset quality of the
loan portfolios utilizing loan review officers who, combined with external loan review
specialists submit reports to the Chief Lending Officer and to the Board of Directors in
regards to the credit quality of each loan portfolio. Also, Federal Reserve Bank examiners
were onsite during the third quarter and provided similar review. These reviews are always
independent of the loan approval process. Also, we continue to monitor delinquencies,
nonperforming assets and potential problem loans to assess the ongoing quality of our loan
portfolios from an overall economic perspective.

Nonperforming loans are comprised of
(1) loans accounted for on a nonaccrual basis, (2) loans contractually past due 90 days or
more as to interest or principal payments (but not included in the nonaccrual loans in (1)
above) and (3) other nonperforming loans (but not included in (1) or (2) above) which
consist of loan arrangements under the Business Manager program. The aggregate amount of
nonperforming loans, in thousands of dollars, is shown in the table below. Our
classifications of nonperforming loans are generally consistent with loans identified as
impaired.

Page 9

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The chart below shows the makeup of
our nonperforming assets by type, in thousands of dollars, as of September 30, 2003 and
2002, and December 31, 2002.

|                                                 |           |            |           |        |  |   |        |  |   |        | 
|------------------------------------------------ | --------- | ---------- | --------- | ------ |  | - | ------ |  | - | ------ | 
|                                                 | 9/30/2003 | 12/31/2002 | 9/30/2002
|                                                 |           |            |          
|Nonaccrual loans                                 |           |            | $         | 832    |  | $ | 648    |  | $ | 135    | 
|90 days or more past due & still accruing        |           |            |           | 1,360  |  |   | 949    |  |   | 1,560  | 
|                                                 |           |            |          
|Total nonperforming loans                        |           |            |           | 2,192  |  |   | 1,597  |  |   | 1,695  | 
|Other real estate                                |           |            |           | 14     |  |   | 1,783  |  |   | 771    | 
|                                                 |           |            |          
|Total nonperforming assets                       |           |            | $         | 2,206  |  | $ | 3,380  |  | $ | 1,593  | 
|                                                 |           |            |          
|                                                
|Nonperforming loans as a percent of total loans  |           |            |           | .83%   |  |   | .68%   |  |   | .37%   | 
|Nonperforming assets as a percent of total loans |           |            |           | .71%   |  |   | 1.43%  |  |   | .73%   | 
|Nonperforming loans as a percent of the          |           |           
|allowance for loan losses                        |           |            |           | 73.18% |  |   | 60.05% |  |   | 36.08% | 

Total nonperforming assets decreased
$1,174,000 or 35% during the nine months ended September 30, 2003. The decline is
primarily attributable to the sales of real estate properties acquired in foreclosure.
While non performing loans increased $595,000 from December 31, 2002 to September 30,
2003, we do not believe that this increase significantly increased the risk of economic
loss in our portfolios.

Due to the challenging economic
conditions during 2002 and 2003 to date, we maintained diligent verification of the
overall quality of the loan portfolio. The provision for loan loss expense during the
first nine months of 2003 was $619,000 compared to $673,000 during the same time period of
2002. The provision for loan losses declined from $417,000 during the third quarter of
2002 to $184,000 during the third quarter of 2003 reflective of additional strength in
management of the loan portfolio and additional external review of our loan portfolio
risk.

The allowance for loan losses
represents our estimate of probable credit losses related to specifically identified loans
as well as probable credit losses inherent in the remainder of the loan portfolio that
have been incurred as of the balance sheet date. The allowance for loan losses is
maintained at an adequate level through additions to the provision for loan losses. An
appropriate level of the risk allocated allowance is determined based on the application
of risk percentages to graded loans by categories. Specific reserves are established for
individual loans when deemed necessary by management. In addition, we consider other
factors when determining the unallocated allowance, including loan quality, changes in the
size and character of the loan portfolio, consultation with regulatory authorities, amount
of non-performing loans, delinquency trends and economic conditions and industry trends.

Inherent risks and uncertainties
related to the operation of a financial institution require us to rely on estimates,
appraisals and evaluations of loans to prepare our financial statements. Changes in
economic conditions and the financial prospects of borrowers may result in abrupt changes
to the estimates, appraisals or evaluations used. In addition, if actual circumstances and
losses differ substantially from managements assumptions and estimates, the
allowance for loan losses may not be sufficient to absorb all future losses, and net
income could be significantly impacted.

Page 10

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Deposits 
Total deposit growth for the first
nine months of 2003 was over $19 million or nearly 11% on an annualized basis. We believe
primary cause of the growth was the impact of current Federal Reserve Monetary Policy
creating a continued expansion of liquidity for bank customers in both the local and
national markets. We also experienced moderate deposit growth during 2003 as a result of
continued expansion of additional customers in both new and existing markets.

Capital Resources 
At September 30, 2003 and December
31, 2002, equity capital totaled $26.3 and $25.1 million. This increase is primarily the
result of the Companys net income for the nine months ended September 30, 2003
partially offset by dividends declared and common stock repurchases during the nine months
ended September 30, 2003. Management closely monitors the capital levels of the Company
and the Banks to provide for current and future business opportunities and to meet
regulatory guidelines for well capitalized institutions. Well
capitalized institutions are eligible for reduced FDIC premiums, and also enjoy
other reduced regulatory restrictions.

At September 30, 2003 and December
31, 2002, the Company and the banks exceeded all regulatory minimum capital requirements
and are considered to be well capitalized.

Liquidity 
We anticipate that deposit and loan
growth will cause continued variation in our short term federal funds position. We have a
number of additional liquidity sources should the need arise, and we are comfortable with
the Companys liquidity position.

Our federal funds sold position
remained primarily neutral over the course of the first nine months of 2003 with a
September 30, 2003 position of $6,340,000 sold. The increased deposit funding was used for
loan growth. The Company generally moves in and out of the federal funds market as
liquidity needs vary.

Results of Operations

Net Income 
Net income increased 31%, diluted
earnings per share increased from $2.32 to $3.15 when comparing the results of the nine
months ended September 30, 2003 to the same period in 2002. Net income increased 32%,
diluted earnings per share increased from $.79 to $1.08, for the three months ended
September 30, 2003 compared to the same period in 2002.

The increase in net income for the
three and nine months ended September 30, 2003 when compared to the same periods of 2002,
is primarily the result of increased refinancing of consumer mortgage loans and the
respective gain on selling the loans to the secondary market thereby improving non
interest income.

Net Interest Income 
The yield on interest earning assets
decreased for the three and nine months ended September 30, 2003 as compared to the same
period last year primarily as a result of the general decline in industry rates during the
first half of 2003 and the continued repricing of the Companys interest earning
assets. The cost of funds on interest bearing liabilities decreased for the three and nine
months ended September 30, 2003 as compared to the same periods during the prior

Page 11

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year
primarily as a result of the declining interest rate environment and the continued
repricing of customer deposit accounts and Company borrowings. Despite the economic
challenges that were presented over the past quarter and 2003 so far, our net interest
margin remains quite strong, and we continue to take steps to neutralize some portion of
this risk.

The following table shows the year to
date daily average balances for interest earning assets and interest bearing liabilities,
interest earned or paid, and the annualized effective rate or yield, for the nine month
periods ended September 30, 2003 and 2002.

Yield Analysis of
Consolidated Average Assets and Liabilities

|                                 |                            |                             |                            |         |                       |       |        |             |      |       |                             |   |         |                       |   |        |             |  |       | 
|-------------------------------- | -------------------------- | --------------------------- | -------------------------- | ------- | --------------------- | ----- | ------ | ----------- | ---- | ----- | --------------------------- | - | ------- | --------------------- | - | ------ | ----------- |  | ----- | 
|Dollars in thouands              | Nine Months Ended9/30/2003 |                             | Nine Months Ended9/30/2002
|                                 |                            | Average Outstanding Balance |                            |         | Interest Earned/ Paid |       |        | Yield/ Rate |      |       | Average Outstanding Balance |   |         | Interest Earned/ Paid |   |        | Yield/ Rate
|                                 |                            |                             |                            |         |                       |       |        |             |      |       |                             |   |         |                       |   |        |             | 
|Interest earnings assets:        |                            |                            
|Loans(1)                         |                            |                             | $                          | 251,150 |                       | $     | 13,405 |             |      | 7.12% |                             | $ | 220,083 |                       |   | 13,239 |             |  | 8.02% | 
|Investment securities (2)(3)     |                            |                             |                            | 23,927  |                       |       | 734    |             |      | 4.09% |                             |   | 29,677  |                       |   | 1,028  |             |  | 4.62% | 
|Federal funds sold and other     |                            |                             |                            | 8,288   |                       |       | 35     |             |      | .56%  |                             |   | 6,191   |                       |   | 71     |             |  | 1.53%
|                                 |                            |                             |                            |         |                       |       |        |             |      |       |                             |   |         |                       |   |        |             | 
|Total int. earning assets        |                            |                             | $                          | 283,365 |                       |       | 14,174 |             |      | 6.67% |                             | $ | 255,951 |                       |   | 14,338 |             |  | 7.47%
|                                 |                            |                             |                            |         |                       |       |        |             |      |       |                             |   |         |                       |   |        |             | 
|                                
|Interest bearing liabilities:    |                            |                            
|Interest bearing demand          |                            |                            
|deposits                         |                            |                             | $                          | 56,808  |                       | $     | 373    |             |      | .87%  |                             | $ | 55,160  |                       | $ | 529    |             |  | 1.28%
|Savings deposits                 |                            |                             |                            | 32,223  |                       |       | 151    |             |      | .62%  |                             |   | 27,366  |                       |   | 215    |             |  | 1.05%
|Time deposits                    |                            |                             |                            | 107,604 |                       |       | 2,489  |             |      | 3.08% |                             |   | 105,838 |                       |   | 3,424  |             |  | 4.31%
|Other borrowings                 |                            |                             |                            | 21,549  |                       |       | 476    |             |      | 2.94% |                             |   | 12,949  |                       |   | 474    |             |  | 4.88%
|                                 |                            |                             |                            |         |                       |       |        |             |      |       |                             |   |         |                       |   |        |             | 
|Total int. bearing liabilities   |                            |                             | $                          | 218,184 |                       |       | 3,489  |             |      | 2.13% |                             | $ | 201,313 |                       |   | 4,642  |             |  | 3.07%
|                                 |                            |                             |                            |         |                       |       |        |             |      |       |                             |   |         |                       |   |        |             | 
|                                
|Net interest income (3)          |                            |                             |                            | $       | 10,685                |       |        |             | $    | 9,696 |                            
|                                 |                            |                             |                            |         |                       |       |        |             |      |       |                            
|Net spread (3)                   |                            |                             |                            |         |                       | 4.54% |        |             |      |       | 4.40%                      
|                                 |                            |                             |                            |         |                       |       |        |             |      |       |                            
|Net interest margin (3)          |                            |                             |                            |         |                       | 5.03% |        |             |      |       | 5.05%                      
|                                 |                            |                             |                            |         |                       |       |        |             |      |       |                            
|Ratio of interest earning assets |                            |                            
|to interest bearing liabilities  |                            |                             |                            | 1.30    |                       |       |        |             | 1.27

|(1) | Non-accrual loans and overdrafts are included in the average balances of loans.              
|--- | ---------------------------------------------------------------------------------------------
|(2) | Includes Federal Home Loan Bank stock.                                                       
|(3) | Interest income on tax-exempt securities has not been adjusted to a taxable equivalent basis.

Noninterest Income 
For the three and nine months ended
September 30, 2003, total noninterest income increased 6% and 30% as compared to the same
periods in 2002. For the three and nine months ended September 30, 2003, noninterest
income from gains on mortgage loan sales increased 19% and 122% as compared to the same
periods in 2002 as a result of ongoing record low national market interest rates. The
sales of other real estate owned created the net loss in the category of other noninterest
income during the first three quarters of 2003. During the first nine months of 2003, net
losses on the disposal of other real estate owned were $124,000. The increased offset to
income from loan servicing fees during 2003 is the result of continued low interest rates
and the related impact of the accelerated amortization of mortgage servicing rights. We
continue to recognize value for the servicing rights of new mortgage originations.

Page 12

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Noninterest Expense Noninterest expense increased 10% and
13% during the three and nine months ended September 30, 2003, when compared to the same
periods of 2002, reflecting the Companys increased mortgage origination cost due to
increased volumes as well as continued growth and expansion of the traditional banking
business.

Federal Income Tax 
The Companys changes in income
tax expense continue to be relatively consistent with the Companys change in income
before income tax.

Critical Accounting
Policies Certain of the Companys
accounting policies are important to the portrayal of the Companys financial
condition, since they require management to make difficult, complex or subjective
judgments, some of which may relate to matters that are inherently uncertain. Estimates
associated with these policies are susceptible to material changes as a result of changes
in facts and circumstances. Facts and circumstances which could affect these judgments
include, but without limitation, changes in interest rates, in the performance of the
economy or in the financial condition of borrowers. Management believes that its critical
accounting policies include determining the allowance for loan losses, determining the
fair value of securities and other financial instruments and the valuation of mortgage
servicing rights.

Forward-Looking Statements 
This report includes
forward-looking statements as that term is used in the securities laws. All
statements regarding our expected financial position, business and strategies are
forward-looking statements. In addition, the words anticipates,
believes, estimates, seeks, expects,
plans, intends, and similar expressions, as they relate to us or
our management, are intended to identify forward-looking statements. The presentation and
discussion of the provision and allowance for loan losses and statements concerning future
profitability or future growth or increases, are examples of inherently forward looking
statements in that they involve judgments and statements of belief as to the outcome of
future events. Our ability to predict results or the actual effect of future plans or
strategies is inherently uncertain. Factors which could have a material adverse affect on
our operations and our future prospects include, but are not limited to, changes in:
interest rates, general economic conditions, legislative/regulatory changes, monetary and
fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the
Federal Reserve Board, the quality or composition of the loan or investment portfolios,
demand for loan products, deposit flows, competition, demand for financial services in our
market area and accounting principles, policies and guidelines. These risks and
uncertainties should be considered in evaluating forward-looking statements and undue
reliance should not be placed on such statements. Further information concerning us and
our business, including additional factors that could materially affect our financial
results, is included in our other filings with the Securities and Exchange Commission.

# ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary market risk exposure is
interest rate risk and liquidity risk. All of our transactions are denominated in U.S.
dollars with no specific foreign exchange exposure. We have a limited exposure to
commodity prices related to agricultural loans. Any impacts that changes in foreign
exchange rates and commodity prices would have on interest rates are assumed to be
insignificant.

Page 13

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Interest rate risk (IRR) is the
exposure of a banking organizations financial condition to adverse movements in
interest rates. Accepting this risk can be an important source of profitability and
stockholder value; however, excessive levels of IRR could pose a significant threat to our
earnings and capital base. Accordingly, effective risk management that maintains IRR at
prudent levels is essential to our safety and soundness.

Evaluating a financial
institutions exposure to changes in interest rates includes assessing both the
adequacy of the management process used to control IRR and the organizations
quantitative level of exposure. When assessing the IRR management process, we seek to
ensure that appropriate policies, procedures, management information systems and internal
controls are in place to maintain IRR at prudent levels with consistency and continuity.
Evaluating the quantitative level of IRR exposure requires us to assess the existing and
potential future effects of changes in interest rates on our consolidated financial
condition, including capital adequacy, earnings, liquidity, and, where appropriate, asset
quality.

We have not experienced a material
change in our financial instruments that are sensitive to changes in interest rates since
December 31, 2002, which information can be located in our Annual Report on Form 10-K for
the year ended December 31, 2002.

ITEM 4  CONTROLS
AND PROCEDURES

|(a) |  | Evaluation of Disclosure Controls and Procedures. The Companys Chief
               Executive Officer and Chief Financial Officer, after evaluating the
               effectiveness of the Companys disclosure controls and procedures (as
               defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the
               period covered by this Form 10-Q Quarterly Report, have concluded that the
               Companys disclosure controls and procedures were adequate and effective to
               ensure that material information relating to the Company would be made known to
               them by others within the Company, particularly during the period in which this
               Quarterly Report was being prepared.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Changes in Internal Controls. During the period covered by this report, there
               have been no changes in the Companys internal control over financial
               reporting that have materially affected or are reasonably likely to materially
               affect the Companys internal control over financial reporting.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 14

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PART II OTHER INFORMATION

ITEM 1.

ITEM 1  LEGAL
PROCEEDINGS

There are no material legal
proceedings pending against the Company. Our wholly-owned subsidiaries, Bank of Lenawee
and Bank of Washtenaw, are involved in ordinary routine litigation incident to their
business; however, no such proceedings are expected to result in any material adverse
effect on the operations or earnings of the Banks. Neither the Banks nor the Company are
involved in any proceedings to which any director, principal officer, affiliate thereof,
or person who owns of record or beneficially five percent (5%) or more of the outstanding
stock of the Company or the Banks, or any associate of the foregoing, is a party or has a
material interest adverse to the Company or the Banks.

ITEM 2  CHANGES IN
SECURITIES

No changes in the securities of the
Company occurred during the quarter ended September 30, 2003.

ITEM 3  DEFAULTS
UPON SENIOR SECURITIES

There have been no defaults upon
senior securities relevant to the requirements of this section during the three months
ended September 30, 2003.

Page 15

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ITEM 4  SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS

| | None.
| | -----

ITEM 5  OTHER
INFORMATION

| | None.
| | -----

ITEM 6  EXHIBITS
AND REPORTS ON FORM 8-K

|(a) | Listing of Exhibits (numbered as in Item 601 of Regulation S-K):
|--- | ----------------------------------------------------------------

| | 31.1 | Certificate  of the Chief  Executive  Officer of  Pavilion  Bancorp,  Inc.  pursuant to 15 U.S.C.
                  Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 31.2 | Certificate  of the Chief  Financial  Officer of  Pavilion  Bancorp,  Inc.  pursuant to 15 U.S.C.
                  Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
| | 32.1 | Certificate  of the Chief  Executive  Officer of  Pavilion  Bancorp,  Inc.  pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
| | 32.2 | Certificate  of the Chief  Financial  Officer of  Pavilion  Bancorp,  Inc.  pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

|(b) | Reports on Form 8-K during the quarter ended September 30, 2003:
Report on Form 8-K dated August 22, 2003, furnishing information on appointment of Stock Transfer
Agent. 

Report on Form 8-K dated August 8, 2003, furnishing information on earnings for the quarter ended
June 30, 2003 and dividend announcement.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 16

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SIGNATURES

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

|      |                         | Pavilion Bancorp, Inc.
|----- | ----------------------- | ----------------------
|     
|     
|Date: | November 14, 2003       | /s/ Douglas L. Kapnick
|      |                         |                       
|      | Douglas L. Kapnick     
|      | Chief Executive Officer
|     
|     
|Date: | November 14, 2003       | /s/ Loren V. Happel   
|      |                         |                       
|      | Loren V. Happel        
|      | Chief Financial Officer

Page 17

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EXHIBIT INDEX

|Exhibit | Description                                                                                                                                                                                            
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|31.1    | Certificate  of the Chief  Executive  Officer of  Pavilion  Bancorp,  Inc.  pursuant to 15 U.S.C.
                  Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|       
|31.2    | Certificate  of the Chief  Financial  Officer of  Pavilion  Bancorp,  Inc.  pursuant to 15 U.S.C.
                  Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|       
|32.1    | Certificate  of the Chief  Executive  Officer of  Pavilion  Bancorp,  Inc.  pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|       
|32.2    | Certificate  of the Chief  Financial  Officer of  Pavilion  Bancorp,  Inc.  pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Page 18

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Exhibit 31.1

I, Douglas L. Kapnick, certify that:

|1. | I have reviewed this quarterly report on Form 10-Q of Pavilion Bancorp, Inc.;
|-- | -----------------------------------------------------------------------------

|2. | Based on my knowledge, this report does not contain any untrue statement of a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made, not
          misleading with respect to the period covered by this report;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
          included in this quarterly report, fairly present in all material respects the
          financial condition, results of operations and cash flows of the registrant as
          of, and for, the periods presented in this report;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The registrants other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as defined in
          Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | designed such disclosure controls and procedures, or caused such disclosure
               controls and procedures to be designed under our supervision, to ensure that
               material information relating to the registrant, including its consolidated
               subsidiaries, is made known to us by others within those entities, particularly
               during the period in which this report is being prepared;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | evaluated the effectiveness of the registrants disclosure controls and
               procedures and presented in this report our conclusions about the effectiveness
               of the disclosure controls and procedures, as of the end of the period covered
               by this report based on such evaluation; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | disclosed in this report any change in the registrants internal control
               over financial reporting that occurred during the registrants most recent
               fiscal quarter (the registrants fourth fiscal quarter in the case of an
               annual report) that has materially affected, or is reasonably likely to
               materially affect, the registrants internal control over financial
               reporting; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The registrants other certifying officers and I have disclosed, based on
          our most recent evaluation of internal control over financial reporting, to the
          registrants auditors and the audit committee of the registrants
          board of directors (or persons performing the equivalent functions):
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | all significant deficiencies and material weaknesses in the design or operation
               of internal control over financial reporting which are reasonably likely to
               adversely affect the registrants ability to record, process, summarize and
               report financial information; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 19

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| | (b) | any fraud, whether or not material, that involves management or other employees
               who have a significant role in the registrants internal control over
               financial reporting;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated: November 14, 2003

| |                         |                       
| | ----------------------- | ----------------------
|
|
| |                         | /s/ Douglas L. Kapnick
| |                         |                       
| | Douglas L. Kapnick     
| | Chief Executive Officer

Page 20

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Exhibit 31.2

I, Loren V. Happel, certify that:

|1. | I have reviewed this quarterly report on Form 10-Q of Pavilion Bancorp, Inc.;
|-- | -----------------------------------------------------------------------------

|2. | Based on my knowledge, this report does not contain any untrue statement of a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made, not
          misleading with respect to the period covered by this report;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
          included in this quarterly report, fairly present in all material respects the
          financial condition, results of operations and cash flows of the registrant as
          of, and for, the periods presented in this report;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The registrants other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as defined in
          Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | designed such disclosure controls and procedures, or caused such disclosure
               controls and procedures to be designed under our supervision, to ensure that
               material information relating to the registrant, including its consolidated
               subsidiaries, is made known to us by others within those entities, particularly
               during the period in which this report is being prepared;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | evaluated the effectiveness of the registrants disclosure controls and
               procedures and presented in this report our conclusions about the effectiveness
               of the disclosure controls and procedures, as of the end of the period covered
               by this report based on such evaluation; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | disclosed in this report any change in the registrants internal control
               over financial reporting that occurred during the registrants most recent
               fiscal quarter (the registrants fourth fiscal quarter in the case of an
               annual report) that has materially affected, or is reasonably likely to
               materially affect, the registrants internal control over financial
               reporting; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The registrants other certifying officers and I have disclosed, based on
          our most recent evaluation of internal control over financial reporting, to the
          registrants auditors and the audit committee of the registrants
          board of directors (or persons performing the equivalent functions):
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | all significant deficiencies and material weaknesses in the design or operation
               of internal control over financial reporting which are reasonably likely to
               adversely affect the registrants ability to record, process, summarize and
               report financial information; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 21

---



| | (b) | any fraud, whether or not material, that involves management or other employees
               who have a significant role in the registrants internal control over
               financial reporting;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated: November 14, 2003

| |                         |                    
| | ----------------------- | -------------------
| |                         | /s/ Loren V. Happel
| |                         |                    
| | Loren V. Happel        
| | Chief Financial Officer

Page 22

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Exhibit 32.1

I, Douglas L. Kapnick,  Chief Executive Officer of Pavilion Bancorp,  Inc. certify,  pursuant to 18 U.S.C.  Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

|(1) | the Quarterly Report on Form 10-Q for the quarterly period ended September 30,
          2003 which this statement accompanies fully complies with the requirements of
          Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | the information contained in the Quarterly Report on Form 10-Q for the quarterly
          period ended September 30, 2003 fairly presents, in all material respects, the
          financial condition and results of operations of Pavilion Bancorp, Inc..
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated: November 14, 2003

| |                         |                       
| | ----------------------- | ----------------------
|
|
| |                         | /s/ Douglas L. Kapnick
| |                         |                       
| | Douglas L. Kapnick     
| | Chief Executive Officer

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Exhibit 32.2

I, Loren V. Happel,  Chief Financial  Officer of Pavilion  Bancorp,  Inc.  certify,  pursuant to 18 U.S.C.  Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

|(1) | the Quarterly Report on Form 10-Q for the quarterly period ended September 30,
          2003 which this statement accompanies fully complies with the requirements of
          Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | the information contained in the Quarterly Report on Form 10-Q for the quarterly
          period ended September 30, 2003 fairly presents, in all material respects, the
          financial condition and results of operations of Pavilion Bancorp, Inc.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated: November 14, 2003

| |                         |                    
| | ----------------------- | -------------------
| |                         | /s/ Loren V. Happel
| |                         |                    
| | Loren V. Happel        
| | Chief Financial Officer

Page 24