U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

     For the quarterly period ended June 30, 2000
                                    -------------

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

For the transition period from ____________________  to ________________________

                        Commission file number 333-38098

                           JAMES MONROE BANCORP, INC.

        (Exact Name of Small Business Issuer as Specified in its Charter)

            VIRGINIA                                        54-1941875
---------------------------------           ------------------------------------

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

                  3033 WILSON BLVD., ARLINGTON, VIRGINIA 22201

                    (Address of Principal Executive Offices)

                                  703-524-8100

                (Issuer's Telephone Number, Including Area Code)

                                       N/A

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of June 30, 2000.

             Common stock, $1 par value--744,290 shares outstanding

                                       1

<PAGE>


                           JAMES MONROE BANCORP, INC.
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                 Page. No.

<S>       <C>                                                                                   <C>
Part I.   Financial Information

          Item. 1. Financial Statements
                   Consolidated Balance Sheets at June 30, 2000
                        and December 31, 1999                                                        3
                   Consolidated Income Statements for the three-months
                        and six-months Ended June 30, 2000 and
                        September 30, 1999                                                           4
                   Consolidated Statements of Changes in Shareholders'
                        Equity (Deficit) for the six-months ended
                        June 30, 2000 and 1999                                                       5
                   Consolidated Statements of Cash Flows for the six-months
                        ended June 30, 2000 and 1999                                                 6
                   Notes to Consolidated Financial Statements                                        7

          Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                                               9

Part II.  Other Information

          Item 1.  Legal                                                                            22

          Item 2.  Changes in Securities and Use of Proceeds                                        22

          Item 3.  Defaults Upon Senior Securities                                                  22

          Item 4.  Submission of Matters to a Vote of Security Holders                              22

          Item 5.  Other Information                                                                22

          Item 6.  Exhibits                                                                         23

</TABLE>


<PAGE>



                          PART 1. FINANCIAL INFORMATION

Item. 1. FINANCIAL STATEMENTS

                        JAMES MONROE BANCORP, INC.
                              AND SUBSIDIARY
                       Consolidated Balance Sheets
                   ($ in thousands, except share data)

<TABLE>
<CAPTION>

                                                                           (Unaudited)            (Audited)
                                                                             JUNE 30             DECEMBER 31,
                                                                              2000                  1999
                                                                           -----------           ------------
<S>                                                                          <C>                   <C>
ASSETS

Cash and due from banks                                                      $  5,491              $  2,641
Federal funds sold                                                              4,819                 1,537
Securities available-for-sale at fair value                                    15,535                13,518
Loans, net of allowance for loan losses of $496 in 2000
     and $363 in 1999                                                          42,452                30,676
Bank premises and equipment, net                                                  716                   714
Accrued interest receivable                                                       482                   346
Other assets                                                                      293                   186
                                                                             --------              --------

                                                                             $ 69,788              $ 49,618
                                                                             ========              ========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Deposits:
   Noninterest-bearing deposits                                              $ 23,015              $ 13,217
   Interest-bearing deposits                                                   39,529                29,602
                                                                             --------              --------
      Total deposits                                                           62,544                42,819

Accrued interest payable and other liabilities                                    323                   199
                                                                             --------              --------
      Total liabilities                                                        62,867                43,018

STOCKHOLDERS' EQUITY
  Common stock, $1 par value; authorized 2,000,000 shares;
   issued and outstanding 744,290 in 2000 and 742,590 in 1999                     744                   743
  Capital surplus                                                               6,699                 6,683
  Retained earnings (deficit)                                                    (257)                 (581)
  Accumulated other comprehensive (loss)                                         (265)                 (245)
                                                                             --------              --------
      Total stockholders' equity                                                6,921                 6,600
                                                                             --------              --------

                                                                             $ 69,788              $ 49,618
                                                                             ========              ========

</TABLE>


Notes to financial statements are an integral part of these statements.

                                       3

<PAGE>

                JAMES MONROE BANCORP, INC.
                      AND SUBSIDIARY
            Consolidated Statements of Income
         ($ in thousands, except per share data)

<TABLE>
<CAPTION>


                                                              THREE MONTHS ENDED               SIX MONTHS ENDED
                                                           -----------------------         ------------------------
                                                           JUNE 30         JUNE 30         JUNE 30         JUNE 30
                                                            2000            1999            2000            1999
                                                           -------         -------         -------         --------
<S>                                                        <C>             <C>             <C>             <C>

INTEREST INCOME:
  Loans, including fees                                    $  961          $  457          $1,718          $  797
  Securities, taxable                                         244             128             468             250
  Federal funds sold                                           42              45              82              94
                                                           ------          ------          ------          ------
     Total interest income                                  1,247             630           2,268           1,141

INTEREST EXPENSE:
  Deposits                                                    443             191             808             340
  Borrowed funds                                                3              --               3              --
                                                           ------          ------          ------          ------
     Total interest expense                                   446             191             811             340
                                                           ------          ------          ------          ------
     Net interest income                                      801             439           1,457             801

PROVISION FOR LOAN LOSSES                                      77              53             133             113
                                                           ------          ------          ------          ------

     Net interest income after provision for loan losses      724             386           1,324             688
NONINTEREST INCOME:
  Service charges and fees                                     47              20              95              33
  Other                                                        16              11              32              17
                                                           ------          ------          ------          ------
     Total noninterest income                                  63              31             127              50
NONINTEREST EXPENSES:
  Salaries and wages                                          263             169             516             314
  Employee benefits                                            38              23              75              46
  Occupancy expenses                                           64              53             131             108
  Equipment expenses                                           35              27              78              50
  Other operating expenses                                    175             108             327             217
                                                           ------          ------          ------          ------
                                                              575             380           1,127             735
                                                           ------          ------          ------          ------
     Income (loss) before income taxes                        212              37             324               3
PROVISION FOR INCOME TAXES                                     --              --              --              --
                                                           ------          ------          ------          ------

     Net income (loss)                                     $  212          $   37          $  324          $    3
                                                           ======          ======          ======          ======

EARNINGS PER SHARE-BASIC                                   $ 0.28          $ 0.05          $ 0.44          $   --
                                                           ======          ======          ======          ======
EARNINGS PER SHARE-DILUTED                                 $ 0.28          $ 0.05          $ 0.42          $   --
                                                           ======          ======          ======          ======

</TABLE>

Notes to financial statements are an integral part of these statements.


                                       4

<PAGE>


Consolidated Statements of Changes in Stockholders' Equity (Deficit)
         For the Six Months Ended June 30, 2000 and 1999
                ($ in thousands)
                  (Unaudited)

<TABLE>
<CAPTION>

                                                                                       ACCUMULATED
                                                                                          OTHER
                                                                         RETAINED         COMPRE-         COMPRE-         TOTAL
                                             COMMON       CAPITAL        EARNINGS         HENSIVE         HENSIVE     STOCKHOLDERS'
                                             STOCK        SURPLUS        (DEFICIT)         (LOSS)          INCOME         EQUITY
                                             ------       -------        ---------     -------------      --------    -------------
<S>                                          <C>         <C>              <C>              <C>               <C>        <C>
BALANCE, JANUARY 1, 1999                     $ 738       $ 6,638          $ (707)          $ (11)                       $ 6,658
 Comprehensive (loss):
  Net income                                                                   3                             $ 3              3
  Net change in unrealized (losses)
    on available for sale securities,
    net of deferred taxes of $98                                                            (110)           (110)          (110)

                                                                                                          ------
  Total comprehensive (loss)                                                                              $ (107)
                                                                                                          ======
  Issuance of common stock                       5            45              --              --                             50
                                             -----       -------          ------          ------                        -------
BALANCE, JUNE 30, 1999                       $ 743       $ 6,683          $ (704)         $ (121)                       $ 6,601
                                             =====       =======          ======          =======                       =======


                                                                                        ACCUMULATED
                                                                                           OTHER
                                                                         RETAINED         COMPRE-         COMPRE-         TOTAL
                                             COMMON       CAPITAL        EARNINGS         HENSIVE         HENSIVE     STOCKHOLDERS'
                                             STOCK        SURPLUS        (DEFICIT)         (LOSS)          INCOME         EQUITY
                                             ------       -------        ---------     -------------      --------    -------------


BALANCE, JANUARY 1, 2000                      $ 743       $ 6,683         $ (581)         $ (245)                       $ 6,600
 Comprehensive income/(loss):
  Net income                                                                 324                           $ 324            324
  Net change in unrealized (losses)
    on available for sale securities,
    net of deferred taxes of $45                                                             (20)            (20)           (20)
                                                                                                           -----
 Total comprehensive income                                                                                $ 304
                                                                                                           =====
   Exercise of stock options                     1            16                                                             17
                                             -----       -------          ------          ------                        -------
BALANCE, JUNE 30, 2000                       $ 744       $ 6,699          $ (257)         $ (265)                       $ 6,921
                                             =====       =======          ======          ======                        =======

</TABLE>


Notes to financial statements are an integral part of these statements.

                                       5

<PAGE>

                            JAMES MONROE BANCORP, INC.
                                  AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                 ($ in thousands)

<TABLE>
<CAPTION>

                                                                                              (Unaudited)
                                                                                        SIX MONTHS ENDED JUNE 30,
                                                                                       ----------------------------
                                                                                         2000                1999
                                                                                       --------            --------
<S>                                                                                    <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                                    $    324            $      3
  Adjustments to reconcile net income (loss) to net cash provided by
   (used in) operating activities:
     Depreciation and amortization                                                           65                  52
     Provision for loan losses                                                              133                 113
     Gain on sale of securities                                                              --                  --
     (Increase) in accrued interest receivable                                             (136)               (147)
     Amortization of bond premium                                                             1                   3
     Accretion of bond discount                                                              (7)                 (1)
     (Increase) in other assets                                                            (124)                (48)
     Increase/(Decrease) in accrued interest and other liabilities                          124                  81
                                                                                       --------            --------
         Net cash provided by (used in) operating activities                           $    380            $     56
                                                                                       --------            --------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of securities available for sale                                           $ (2,018)           $ (4,987)
  Proceeds from calls and maturities of securities available for sale                        --                 730
  Purchases of premises and equipment                                                       (63)                (58)
  (Increase) decrease in Federal funds sold                                              (3,282)                 92
  Net (increase) in loans                                                               (11,909)            (10,092)
                                                                                       --------            --------
         Net cash (used in) investing activities                                       $(17,272)           $(14,315)
                                                                                       --------            --------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase in demand deposits, savings deposits
   and money market accounts                                                           $ 11,262            $ 12,447
  Net increase in time deposits                                                           8,463               2,564
  Proceeds from issuance of common stock                                                     17                  50
                                                                                       --------            --------
         Net cash provided by financing activities                                     $ 19,742            $ 15,061
                                                                                       --------            --------

         Increase (decrease)in cash and due from banks                                 $  2,850            $    802

CASH AND DUE FROM BANKS
  Beginning                                                                               2,641               1,306
                                                                                       --------            --------
  Ending                                                                               $  5,491            $  2,108
                                                                                       ========            ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION,
  cash payments for interest paid to depositors                                        $    768            $    254
                                                                                       ========            ========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES,
  unrealized (loss) on securities available for sale                                   $    (28)           $   (167)
                                                                                       ========            ========

</TABLE>


Notes to financial statements are an integral part of these statements.

                                       6



<PAGE>



                           JAMES MONROE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1--
Organization.  James Monroe Bancorp, Inc. was incorporated under the laws of the
Commonwealth  of Virginia  on April 9, 1999 to be the holding  company for James
Monroe  Bank.  James Monroe  Bancorp  acquired all of the shares of James Monroe
Bank on July 1, 1999 in a mandatory share exchange under which each  outstanding
share of common stock of James Monroe Bank was  exchanged for one share of James
Monroe Bancorp common stock. James Monroe Bank, a Virginia chartered  commercial
bank, which is a member of the Federal Reserve System, is James Monroe Bancorp's
sole subsidiary. James Monroe Bank commenced banking operations on June 8, 1998,
and  currently  operates  the main office in  Arlington,  Virginia,  and has one
branch in Annandale, Virginia.

Basis of Presentation.  In the opinion of management, the accompanying unaudited
consolidated  financial statements of James Monroe Bancorp,  Inc. and Subsidiary
(the  Company)  have  been  prepared  in  accordance  with  generally   accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions  to  Form  10-QSB.  Accordingly,   they  do  not  include  all  the
information and footnotes  required for complete  financial  statements.  In the
opinion of management,  all  adjustments and  reclassifications  necessary for a
fair presentation have been included. Operating results for the six-month period
ended June 30, 2000, are not  necessarily  indicative of the results that may be
expected  for the year ended  December  31,  2000.  The  unaudited  consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements and footnotes for the year ended December 31, 1999.

NOTE 2--
Earnings Per Share.  The following  table discloses the calculation of basic and
diluted  earnings per share for the three months and  six-months  ended June 30,
2000 and 1999.

<TABLE>
<CAPTION>

                                                            Three Months Ended           Six Months Ended
                                                                 June 30,                     June 30,
                                                      --------------------------  -------------------------------
                                                         2000            1999            2000             1999
                                                      --------------------------  -------------------------------
<S>                                                   <C>             <C>             <C>             <C>

Net Income

Weighted average shares outsanding--basic              744,290         742,590           744,023        741,802
Common share equivalents for stock options              20,228          19,356            20,228         19,356
                                                      -------------------------  -------------------------------
Weighted average shares outsanding--diluted            764,518         761,946           764,251        761,158
                                                      =========================  ===============================

Earnings per share-basic                              $   0.28        $   0.05          $   0.44       $   0.00
                                                      =========================  ===============================
Earnings per share-diluted                            $   0.28        $   0.05          $   0.42       $   0.00
                                                      =========================  ===============================


</TABLE>

                                       7

<PAGE>

NOTE 3--

Investment  Securities.  Amortized  cost and carrying  value  (estimated  market
value) of securities available-for-sale at June 30, 2000, and December 31, 1999,
are summarized in the table that follows.  The Company classifies all securities
as available-for-sale.

<TABLE>
<CAPTION>

                                                                          Gross            Gross         Estimated
                                                        Amortized       Unrealized      Unrealized         Market
($ in thousands)                                          Cost            Gains           Losses           Value
                                                     ---------------  --------------  ---------------  --------------
<S>                                                  <C>               <C>                <C>             <C>
U.S. Government agencies and corporations            $ 11,655          $   --             $   (350)       $ 11,305
Mortgaged-backed securities                             2,444                 4                (55)          2,393
Corporate debt securities                               1,491                 5                 (4)          1,492
Equity securities                                         345              --                 --               345
                                                     --------          --------           --------        --------
                                                     $ 15,935          $      9           $   (409)       $ 15,535
                                                     ========          ========           ========        ========

                                                                            December 31, 1999
                                                     ----------------------------------------------------------------
                                                                          Gross            Gross         Estimated
                                                        Amortized       Unrealized      Unrealized         Market
($ in thousands)                                          Cost            Gains           Losses           Value
                                                     ---------------  --------------  ---------------  --------------

U.S. Government agencies and corporations            $ 13,690          $      5           $   (377)       $ 13,318
Corporate debt securities                                --                --                 --              --
Equity securities                                         200              --                 --               200
                                                     --------          --------           --------        --------
                                                     $ 13,890          $      5           $   (377)       $ 13,518
                                                     ========          ========           ========        ========

</TABLE>



NOTE 4--
Loans.  Major classifications of loans at June 30, 2000, and December 31, 1999,
are summarized in the following table.


                                                       June 30,     December 31,
($ in thousands)                                         2000           1999
                                                       --------     ------------

Commercial loans                                       $ 18,792      $ 15,812
Real estate-Commercial                                   17,860         9,849
Real estate-1-4 family residential                        2,986         1,003
Home equity loans                                           470           158
Consumer loans                                            2,840         4,217
                                                       --------      --------
                                                         42,948        31,039
Less allowance for loan losses                             (496)         (363)
                                                       --------      --------
Net Loans                                              $ 42,452      $ 30,676
                                                       ========      ========


                                       8

<PAGE>

                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

FORWARD-LOOKING STATEMENTS

This document  contains  forward  looking  statements  within the meaning of the
Securities  Exchange Act of 1934,  as amended,  including  statements  of goals,
intentions,  and expectations as to future trends,  plans,  events or results of
Company operations and policies and regarding general economic conditions. These
statements  are  based  upon  current  and  anticipated   economic   conditions,
nationally  and in the  Company's  market,  interest  rates  and  interest  rate
policies,  competitive  factors,  statements  by  suppliers  of data  processing
equipment and services,  government  agencies and other third parties,  which by
their  nature are not  susceptible  to  accurate  forecast,  and are  subject to
significant  uncertainty.  Because of these uncertainties and the assumptions on
which this  discussion  and the  forward-looking  statements  are based,  actual
future  operations  and results in the future may differ  materially  from those
indicated  herein.  Readers are cautioned  against placing undue reliance on any
such  forward-looking  statement.  The Company does not  undertake to update any
forward-looking  statement to reflect  occurrences  or events which may not have
been anticipated as of the date of such statements.

FINANCIAL OVERVIEW

The following  discussion  provides  information about the results of operations
and  financial  condition,  liquidity,  and capital  resources  of James  Monroe
Bancorp, Inc. and should be read in conjunction with our consolidated  financial
statements and footnotes thereto for the year ended December 31, 1999.

BALANCE SHEET

Total assets  increased by $20.2 million from December 31, 1999 to June 30, 2000
ending the period at $69.8 million.  The increase in assets occurred as a result
of a $19.7  million  increase  in  deposits  with  noninterest-bearing  deposits
increasing $9.8 million and  interest-bearing  deposits increasing $9.9 million.
With this growth in  deposits,  the  Company was able to fund the $11.9  million
increase in loans, added $2.0 million to the securities portfolio, and increased
the  Company's  short-term  liquidity  position  by $3.3  million.  The  Company
emphasizes  deposit  generation  as  much  as  loan  generation.  Thus  to-date,
sufficient deposit growth has been available to fund loan demand.




                                       9


<PAGE>



RESULTS OF OPERATIONS

<TABLE>
<CAPTION>

                                         Three Months Ended June 30,     Six Months Ended June 30,
                                         ---------------------------     -------------------------
($ IN THOUSANDS EXCEPT SHARE DATA)           2000            1999           2000           1999
                                         -----------     -----------     ----------    ----------
<S>                                      <C>               <C>           <C>            <C>

RESULTS OF OPERATIONS:
Total interest income                       $1,247            $630          $2,268         $1,141
Total interest expense                         446             191             811            340
Net interest income                            801             439           1,457            801
Provision for loan and lease
losses                                          77              53             133            113
Other income                                    63              31             127             71
Noninterest expense                            575             380           1,127            756
Income before taxes                            212              37             324              3
Net income                                     212              37             324              3

PER SHARE DATA:
Basic and diluted earnings per
share                                        $0.28           $0.05           $0.42          $0.00
Weighted average shares
outstanding                                764,830         740,201         764,429        741,402
Book value (at period-end)                                                   $9.30          $8.89
Shares outstanding                                                         744,290        742,590

PERFORMANCE RATIOS:
Return on average assets                     1.36%           0.42%           1.13%          0.02%
Return on average equity                    12.51%           2.23%           9.68%          0.09%
Net interest margin                          5.54%           5.39%           5.45%          5.39%
Efficiency Ratio                            66.55%          80.85%          71.15%         86.70%

OTHER RATIOS:
Allowance for loan losses to total
loans                                                                        1.16%          1.07%
Equity to assets                                                             9.92%         17.13%
Nonperforming assets to total
assets                                          0%              0%              0%             0%
Net charge-offs to total loans                  0%              0%              0%             0%
Risk-Adjusted Capital Ratios:
   Tier 1                                                                    14.7%          25.9%
   Total                                                                     15.7%          26.9%
   Leverage Ratio                                                            11.5%          19.2%

</TABLE>

         For the quarter  ended June 30, 2000,  the Company  earned  $212,000 or
$.28 per share  compared  with  $37,000  of net income or $.05 per share for the
comparable  second  quarter  of  1999.  With  respect  to  performance   ratios,
annualized  return on average  assets was 1.36%  compared with .42% for the same
quarter  in 1999 and the return on  average  equity  was 12.51% for the  quarter
ended June 30, 2000 compared with 2.23% in 1999.

                                       10

<PAGE>


         For the  six-month  period ended June 30, the Company  earned  $324,000
compared with $3,000 for the same six-month  period in 1999.  Earnings per share
was $.42, significantly higher than the $.00 earned for the same period in 1999.
Return on  average  assets  was 1.13% and  return on  average  equity  was 9.68%
compared  with .02% and .09%,  respectively,  for the same  six-month  period in
1999. The Company has experienced  strong growth in assets and earnings since it
commenced operations in June 1998.

         The Company continues to focus on managing a strong net interest margin
(5.45% vs.  5.39% for the  six-month  periods  in 2000 and 1999,  respectively),
maintaining  strong asset quality as demonstrated by the lack of charge-offs and
nonperforming  loans to-date,  and balancing cost control with the need to incur
costs to support the rapid growth the Company has experienced.

         The Company currently has filed a SB-2 with the Securities and Exchange
Commission  which should become  effective in the third quarter.  The Company is
looking to sell additional  shares and raise an additional $5 million in capital
with a proposed  over-subscription  of up to $2 million. The purpose of the sale
of stock is to raise capital  necessary to support the continued growth of James
Monroe Bank and for other general corporate purposes.

NET INTEREST INCOME

         Net interest income is the difference  between interest and fees earned
on assets and the interest paid on deposits and borrowings.  Net interest income
is one of the major determining factors in a financial institution's performance
as it is the principal source of earnings.

         For the six-month  period ended June 30, net interest income  increased
$656,000,  or 81.9%,  from the  $801,000  for 1999 to $1.5 million for the first
six-months  of 2000.  The increase was due  primarily to the increase in average
total earning  assets,  and average loans in particular.  Total average  earning
assets increased by $23.8 million,  or 79.2%,  from the first six-months of 1999
to the same  period of 2000,  and the yield on earning  assets  increased  by 82
basis points  reflecting  increases in and  adjustments to interest rates on new
and outstanding  floating rate loans resulting from 4 increases in the Company's
prime rate since September 1999. The Fed has raised rates six times totaling 175
basis  points  since  they  began  raising  rates in June  1999.  Average  loans
outstanding  grew by $18.8  million,  or  105.4%  and the  yield  on such  loans
increased  by 41 basis  points.  Also  contributing  to the  increase in earning
assets on a period-to-period  basis was the increase in taxable securities which
increased $6.1 million for the six-months  ended June 30, 2000, as compared with
the average for the six-months in 1999 and the yield on such  securities,  which
increased 46 basis points period to period.

         Interest expense for the first six months of 2000 was $811,000 compared
with  $340,000  in  interest  expense  for the  first six  months of 1999.  This
increase   is   predominately   a  result  of  the   growth  in  the  volume  of
interest-bearing deposits although the average cost of interest-bearing deposits
increased 91 basis points. Table 2 shows the mix between growth in the volume of
deposits  versus the increase due to the higher  interest  rate  environment  in
2000.

         Table 2 also shows the  composition  of the net change in net  interest
income  for the  periods  indicated,  as  allocated  between  the  change in net
interest  income due to changes in the volume of average  assets and the changes
in net interest income due to changes in interest rates. As the table shows, the
increase in net  interest  income for the  six-months  ended June 30,  2000,  as
compared to the six-months  ended June 30,  1999,is  almost  entirely due to the
growth in the volume of earning assets and interest-

                                       11

<PAGE>

bearing  liabilities.  The net  interest  margin for the  six-month to six-month
comparative  periods improved during the period of rising rates,  resulting in a
5.45% net interest margin for the six-month period in 2000 compared with a 5.39%
net  interest  margin for the same period in 1999.  The Company has been able to
consistently  maintain a margin over 5% during a period where the national prime
rate has risen 4 times for a cumulative  increase of 1.75% since  September  30,
1999.

TABLE 1

<TABLE>
<CAPTION>


                                                           Six Months Ended
                                            June 30, 2000                     June 30, 1999
-------------------------------------------------------------------------------------------------
                                        Average           Yield/       Average             Yield/
                                        Balance  Interest  Rate        Balance  Interest    Rate
-------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>    <C>         <C>        <C>       <C>
ASSETS
Loans:
   Commercial                           $17,865    $ 800  9.01%       $ 7,405    $ 328     8.93%
   Commercial real estate                15,048      703   9.39         7,356      339      9.29
   Consumer                               3,673      215  11.77         3,054      131      8.65
                                        ----------------              ----------------
       Total Loans                       36,586    1,718   9.44        17,815      798      9.03
Taxable securities                       14,422      468   6.53         8,310      250      6.07
Federal funds sold                        2,742       82   6.01         3,863       93      4.85
                                        ----------------              ----------------
       TOTAL EARNING ASSETS              53,750    2,268  8.49%        29,988    1,141     7.67%
Less allowance for loan losses             (415)                         (183)
Cash and due from banks                   3,241                         1,498
Premises and equipment, net                 723                           490
Other assets                                544                           265
                                        -------                       -------
                   TOTAL ASSETS         $57,843                       $32,058
                                        =======                       =======
LIABILITIES AND
   STOCKHOLDERS'EQUITY
Interest-bearing demand deposits        $ 3,403     $ 36  2.13%       $ 2,978     $ 15     1.02%
Money market deposit accounts            19,374      437   4.54        10,833      211      3.93
Savings accounts                            310        5   3.24           201        3      3.01
Time deposits                            12,204      333   5.49         4,455      111      5.02
                                        ----------------              ----------------
   TOTAL INTEREST-BEARING                35,291      811  4.62%        18,467      340     3.71%
       LIABILITIES                                 -----


Net Interest Income and Net Yield
on Earning Assets                                 $1,457  5.45%                   $801     5.39%
                                                  =============                   ==============

Noninterest-bearing demand
   deposits                              15,541                         6,770
Other liabilities                           280                           161
Stockholders'equity                       6,731                         6,660
                                        -------                       -------
     TOTAL LIABILITIES AND
       STOCKHOLDERS'EQUITY              $57,843                       $32,058
                                        =======                       =======

</TABLE>

                                       12



<PAGE>


TABLE 2

              EFFECT OF VOLUME RATE CHANGES ON NET INTEREST INCOME

<TABLE>
<CAPTION>

                                                    Six Months Ended
                                             June 30, 2000 vs June 30, 1999
                                             ------------------------------
                                                            Due to Change
                                                             in Average:
                                                 or       -----------------
                                              (Decrease)    Volume     Rate
                                             ------------------------------
<S>                                          <C>          <C>          <C>
EARNING ASSETS:
Loans                                        $   920         883         38
Taxable securities                               218         197         20
Federal funds sold                               (11)        (63)        52
                                             ------------------------------
   Total interest income                       1,127       1,017        110

INTEREST-BEARING LIABILITIES:
Interest-bearing demand
   deposits                                       21           2         19
Money market deposit
   accounts                                      226         189         37
Savings deposits                                   2           2          0
Time deposits                                    222         211         11
                                             ------------------------------
   Total interest expense                        471         404         68
                                             ------------------------------
     Net Interest Income                     $   656      $  613       $ 43
                                             ==============================

</TABLE>


PROVISION AND ALLOWANCE FOR LOAN LOSSES

         The provision for loan losses is based upon  management's  judgement as
to the adequacy of the allowance to absorb  future  possible  losses.  Since the
Company is a relatively young bank, and its asset quality to date has been high,
it has no history of loan losses.  The Company  also has not had any  nonaccrual
loans,  loans past due 90-days or more,  restructured  loans,  other real estate
owned or foreclosed  properties or loans charged off.  There were no other loans
which were performing but as to which  information known to us caused management
to have  serious  doubts as to the  ability of the  borrower  to comply with the
current loan repayment terms. In determining the adequacy of the allowance,  the
value and adequacy of the  collateral  is  considered  as well as the growth and
composition  of  the  portfolio.  Consideration  is  given  to  the  results  of
examinations  and  evaluations  of the overall  portfolio by senior  management,
external auditors,  and regulatory examiners.  At the present time the Company's
policy  is  to  maintain  the  allowance  as a  percentage  of  total  loans  at
approximately  1.20%.  Management considers the allowance to be adequate for the
periods presented.


                                       13


<PAGE>


The accompany  tables reflect the  composition of the loan portfolio at June 30,
2000, and June 30, 1999.

TABLE 3

         The following table presents the activity in the allowance for loan and
lease losses for the six-months ended June 30, 2000 and 1999.

                                                 Six-Months Ended
                                                     June 30,
                                            --------------------------
           ($ in thousands)                    2000             1999
                                            ---------         --------
           Balance, January 1                 $363              $132
           Provision for loan losses           133               113
           Loan charge-offs                      0                 0
           Loan recoveries                       0                 0
                                              ----              ----
              Net charge-offs                    0                 0
                                              ----              ----
           Balance, September 30              $496              $245
                                              ====              ====

         The following table shows the amounts of  non-performing  assets at the
dates indicated.

                                                   June 30,        December 31,
           ($ in thousands)                          2000              1999
                                                   --------        ------------
           Nonaccrual loans                        $  -0-            $  -0-
           Loans past-due 30-days
               or more                                -0-               -0-
           Restructured loans                         -0-               -0-
           Other real estate owned                    -0-               -0-
                                                   --------        ------------
                Total nonperforming assets         $  -0-            $  -0-
                                                   ========        ============

TABLE 4

         The  following  table shows the  allocation  of the  allowance for loan
losses at the dates  indicated.  The  allocation of portions of the allowance to
specific  categories of loans is not intended to be indicative of future losses,
and does not restrict the use of the  allowance to absorb losses in any category
of loans.

<TABLE>
<CAPTION>


                                                               June 30,
                                            ---------------------------------------------------
                ($ in thousands)                    2000                     1999
                --------------------------------------------------   --------------------------
                                                        Percent                    Percent
                                                       Of Loans                   Of Loans
                                                          In                         In
                                              Amount   Category       Amount      Category
                -------------------------------------------------------------------------------
                <S>                         <C>         <C>          <C>          <C>
                Commercial                  $   277      44%         $   137         51%
                Commercial real estate          184      42               91         32
                Consumer                         35       7               17         14
                Other                           -0-       7              -0-          3
                                            ---------  ----------   ----------  ----------
                    Balance End of Period   $   496     100%         $   245        100%
                                            =========  ==========   ==========  ==========

</TABLE>

                                       14

<PAGE>

LOANS

         The loan  portfolio  is the  largest  component  of earning  assets and
accounts for the greatest  portion of total interest  income.  At June 30, 2000,
total loans were $42.9 million, a 38.4% increase from the $31.0 million of loans
at December  31,  1999.  In general,  loans are  internally  generated  with the
exception of a small  percentage of  participation  loans  purchased  from other
local  community  banks,  and  lending  activity  is  confined  to our market of
Northern Virginia. We do not engage in highly leveraged  transactions or foreign
lending activities.

         Loans in the  commercial  category,  as well as commercial  real estate
mortgages,  consist  primarily of short-term  (five year or less final maturity)
and/or floating rate commercial  loans made to small to medium-sized  companies.
We do not have any agricultural loans in the portfolio. There are no substantial
loan concentrations to any one industry or to any one borrower.

         Consumer  loans  consist  primarily of secured  installment  credits to
individuals,  residential  construction  loans secured by a first deed of trust,
home equity loans, or home improvement loans. The consumer portfolio  represents
7.7% of the loan portfolio at June 30, 2000.

TABLE 5

         The following  table presents the  composition of the loan portfolio by
type of loan at the dates indicated.

                                               June 30,          December 31,
        ($  in thousands)                        2000               1999
                                            -------------      --------------
        Commercial                          $     17,724       $        14,748
        Government guaranteed
             loans                                 1,067                 1,064
        Commercial real estate                    17,860                11,010
        Real estate mortgage loans                 2,986                 1,003
        Consumer loans                             3,300                 3,175
        Overdrafts                                    11                    39
                                            ------------       ---------------
                             Total Loans    $     42,948       $        31,039
                                            ============       ===============

INVESTMENT SECURITIES

         The  carrying  value of James  Monroe  Bancorp's  securities  portfolio
increased  $2.0 million to $15.5  million at June 30, 2000 from $13.5 million at
December 31, 1999.  James Monroe Bancorp  currently,  and for all periods shown,
classifies its entire securities portfolio as  Available-for-Sale.  Increases in
the portfolio have occurred whenever deposit growth has outpaced loan demand and
the forecast for loan growth is such that the investment of excess  liquidity in
investment  securities  (as opposed to  short-term  investments  such as federal
funds) is warranted.  In general,  our investment  philosophy is to acquire high
quality  government  agency  securities or high-grade  corporate  bonds,  with a
maturity of five years or less in the case of fixed rate securities. In the case
of mortgaged-backed securities, the policy is to invest only in those securities
whose average expected life is projected to be approximately five years or less.
To the extent  possible the Company  attempts to "ladder" the maturities of such
securities.

                                       15

<PAGE>


TABLE 6

         The following table provides  information  regarding the composition of
our investment portfolio at the dates indicated.

<TABLE>
<CAPTION>


                                            At June 30, 2000            At December 31, 1999
                                      -----------------------------  ---------------------------
                                                       Percent of                   Percent of
($ in thousands)                         Balance          Total        Balance         Total
                                      --------------  -------------  ------------  -------------
<S>                                   <C>                  <C>          <C>          <C>
INVESTMENTS AVAILABLE-FOR-SALE
(AT ESTIMATED MARKET VALUE):
U.S. Government Agency
     Obligations                           $ 11,305          72.8%       $13,318          98.5%
Mortgage-backed securities                    2,393           15.4             -            0.0
Corporate debt securities                     1,492            9.6             -            0.0
                                      --------------  -------------  ------------  -------------
                                           $ 15,190           97.8       $13,318           98.5
Other investments                               345            2.2           200            1.5
                                      --------------  -------------  ------------  -------------
                                Total      $ 15,535         100.0%       $13,518         100.0%
                                      ==============  =============  ============  =============

</TABLE>


         At June 30, 2000,  we recorded a write-down  of $401,000,  or 2.5%,  to
reflect  the  decline  in the  fair  market  value  of the  available  for  sale
securities, as compared with the original cost.

LIQUIDITY AND INTEREST RATE SENSITIVITY MANAGEMENT

         The primary objectives of asset and liability management are to provide
for the safety of depositor and investor funds, assure adequate  liquidity,  and
maintain an appropriate  balance between interest  sensitive  earning assets and
interest bearing liabilities.  Liquidity management involves the ability to meet
the cash  flow  requirements  of  customers  who may be  depositors  wanting  to
withdraw  funds or borrowers  needing  assurance that  sufficient  funds will be
available to meet their credit needs.

         We define  liquidity  for these  purposes  as the ability to raise cash
quickly at a  reasonable  cost without  principal  loss.  The primary  liquidity
measurement we utilize is called the Basic Surplus,  which captures the adequacy
of our access to  reliable  sources of cash  relative  to the  stability  of our
funding mix of deposits.  Accordingly,  we have established borrowing facilities
with other banks  (Federal  funds) and the Federal  Home Loan Bank as sources of
liquidity in addition to the deposits.

         The Basic Surplus  approach  enables us to adequately  manage liquidity
from both a tactical and contingency  perspectives.  At June 30, 2000, our Basic
Surplus  ratios (net access to cash and secured  borrowings  as a percentage  of
total  assets was  approximately  28% compared to the present  internal  minimum
guideline range of 10% to 12%.

         Financial institutions utilize a number of methods to evaluate interest
rate risk.  Methods range from the original  static gap analysis (the difference
between interest sensitive assets and interest sensitive  liabilities  repricing
during  the same  period,  measured  at a  specific  point in time),  to running
multiple  simulations  of  potential  interest  rate  scenarios,  to rate  shock
analysis, to highly complicated duration analysis.

                                       16

<PAGE>

         One tool that we  utilize in  managing  our  interest  rate risk is the
matched funding matrix  depicted in the  accompanying  table.  The matrix arrays
repricing  opportunities along a time line for both assets and liabilities.  The
longest  term,  most fixed rate  sources  are  presented  in the upper left hand
corner while the shorter term, most variable rate items,  are at the lower left.
Similarly,  uses of funds,  assets, are arranged across the top moving from left
to right.

         The body of the matrix is derived by allocating  the longest fixed rate
funding  sources to the  longest  fixed rate assets and  shorter  term  variable
sources to shorter term variable  uses.  The result is a graphical  depiction of
the time  periods  over  which we expect  to  experience  exposure  to rising or
falling rates. Since the scales of the liability and assets sides are identical,
all  numbers in the  matrix  would fall  within  the  diagonal  lines if we were
perfectly matched across all repricing time frames. Numbers outside the diagonal
lines  represent two general types of  mismatches:  liability  sensitive in time
frames when  numbers are to the left of the  diagonal  line and asset  sensitive
when numbers are to the right of the diagonal line.

         As can be seen in Table 7, we are asset sensitive in the short term and
then  become  slightly  liability  sensitive.  This is  primarily  caused by the
assumptions used in allocating a repricing term to nonmaturity  deposits--demand
deposits,  savings  accounts,  and  money  market  deposit  accounts.  While the
traditional  gap analysis and the matched  funding matrix show a general picture
of our potential  sensitivity to changes in interest  rates,  it cannot quantify
the actual impact of interest rate changes.  The actual impact due to changes in
interest  rates is difficult to quantify in that the  administrative  ability to
change rates on these products is influenced by competitive market conditions in
changing rate  environments,  prepayments of loans,  customer demands,  and many
other factors.

         Thus, the Company utilizes  simulation  modeling or "what if" scenarios
to quantify the potential  financial  implications of changes in interest rates.
In practice,  each quarter  approximately  14 different  "what if" scenarios are
evaluated,  including 8 different "rate shock" scenarios.  At June 30, 2000, the
following  12-month  impact on net interest  income is estimated to range from a
positive impact of 6% to a negative impact of 6% for the multiple scenarios.  In
the next 12-month period the range of impact on net interest income is estimated
to be from a positive  impact of 10% to a negative  impact of 10%.  The  Company
believes  this to be well  within  acceptable  range  given  a wide  variety  of
potential interest rate change scenarios. This process is performed each quarter
to ensure the Company is not materially at risk to possible  changes in interest
rates.




                                       17

<PAGE>

                              MATCH FUNDING MATRIX
                               JAMES MONROE BANK
                                 JUNE 30, 2000
<TABLE>
<CAPTION>

                  ASSETS       60+    36-59    24-35   12-23    10-11    7-9     4-6     2-3    1 MONTH    O/N     TOTAL
                             MONTHS   MONTHS   MONTHS  MONTHS   MONTHS  MONTHS  MONTHS  MONTHS
-------------------------------------------------------------------------------------------------------------------------
<S>              <C>         <C>      <C>       <C>     <C>      <C>    <C>      <C>      <C>      <C>    <C>      <C>
Liabilities &
Equity                       9,018    16,825    7,803   6,349    2,233  3,284    2,163    2,519    844    18,779   68,817

60+ Months        12,626     9,018     3,608                                                                       12,626

36-59
Months            6,448                6,448                                        ASSET SENSITIVE                 6,448

24-35
Months            6,249                6,249                                                                        6,249

12-23
Months            6,925                  520    6,405                                                               6,925

10-11
Months            3,772                         1,398    2,374                                                      3,772

7-9
Months            6,293                                  3,975   2,233    85                                        6,293

4-6
Months            8,581                                                3,199     2,163    2,519    700              8,581

2-3
Months           16,975                                                                            144   16,831    16,975

1 Month           1,948                 LIABILITY SENSITIVE                                               1,948     1,948

O/N                   0                                                                                                 0
-------------------------------------------------------------------------------------------------------------------------
Total            69,817      9,018    16,825    7,803   6,349    2,233  3,284    2,163    2,519    844   18,779    69,817
=========================================================================================================================
</TABLE>


                                       18

<PAGE>



NONINTEREST INCOME AND EXPENSE

         Noninterest  income  consist  primarily of services  charges on deposit
accounts and fees and other charges for banking  services.  Noninterest  expense
consists  primarily  of salary and benefit  costs and  occupancy  and  equipment
expense.  The following  tables show the detail for the six-month  periods ended
June 30, 2000 and 1999.

TABLE 8

                                     Six-Months Ended June 30,
                                     -------------------------
($  in thousands)                      2000             1999
                                     --------         --------
Services charges on deposit
     accounts                        $     95         $     33
Cash management fees                       14                4
Other fee income                           18               13
                                     --------         --------
                    Total Noninterest
                              Income$     127         $     50
                                     ========         ========

         The increase in noninterest  income for the comparative  periods is the
result of the  continued  growth of the  Company and the  expansion  of products
resulting in fee income such as the increase in cash  management  fee income and
service charges on deposit accounts.

TABLE 9

         The  categories  of  noninterest  expense  that exceed 1% of  operating
revenue are as follows:

                                     Six-Months Ended June 30,
                                   -----------------------------
($  in thousands)                      2000              1999
                                   -----------        ----------
Salaries and benefits                 $  592           $  361
Occupancy cost, net                      131              108
Equipment expense                         78               50
Professional fees                         40               28
Data processing costs                    111               69
State franchise tax                       36               32
Other                                    139               87
                                      ------           ------
   Total Noninterest
        Expense                       $1,127           $  735
                                      ======           ======

         Noninterest  expense  increased  $392,000 or 53% from  $735,000 to $1.1
million  for the first  six-months  of 2000,  as  compared to the same period in
1999.  Approximately  half of this increase is due to the operating  cost of the
Company's  first  branch  which was  opened at the end of the year in 1999.  The
increase in salary and benefit  expense of $283,000 is  primarily  the result of
the staff costs for the new branch,  the full effect for the six-month period of
several  additional  personnel at the main office  added during 1999,  and merit
increases for 2000.

         Occupancy  and   equipment   costs   increased   $23,000  and  $28,000,
respectively, in the first six-months of 2000 over the first six-months of 1999.
The increase is almost entirely due to the rent for the new branch plus the cost
of living  escalator  on the main  office  lease and the  furniture,  equipment,
computer and software for the new branch.  With respect to the $42,000  increase
in data processing costs in the comparative six-month periods, again is a result
of the growth in the number of accounts at the


                                       19

<PAGE>

bank,  one  additional  ATM,  and the  addition of the debit card to the product
line. The increase in Other costs is a combination of higher postage,  supplies,
and general operating expenses resulting from a larger operation.

TABLE 10

         The following  table indicates the amount of certificates of deposit of
less than $100,000 and $100,000 or more, and their remaining maturities.

<TABLE>
<CAPTION>


                                                            Remaining Maturity
                                                3 Months     4 to 6     7 to 12       Over 12
(Dollars in thousands)                           or Less     Months      Months        Months        Total
                                                --------    --------    ---------    ----------    ---------
<S>                                             <C>         <C>         <C>          <C>           <C>
Certificates of deposit less than $100,000      $  1,357    $    784    $   3,074    $    2,037    $   7,252
Certificates of deposit of $100,000 or more        2,627       1,922        4,304         1,496       10,349
                                                --------    --------    ---------    ----------    ---------
                                                $  3,984    $  2,706    $   7,378    $    3,533    $  17,601
                                                =========   ========    =========    ==========    =========

</TABLE>

CAPITAL MANAGEMENT

         James  Monroe  Bancorp has  reported a steady  improvement  in earnings
since James Monroe Bank opened on June 8, 1998.  Positive earnings were reported
in the ninth month of  operations  and  culminated  with $125,000 of earnings in
1999. Earnings for the first six-months of 2000 were $324,000,  nearly two and a
half times the earnings  level for the entire year of 1999. One of the Company's
initial  strategies  was to restore the initial  lost  capital  from the initial
organization costs of $254,000 and the accumulated earnings loss of $452,000 for
1998. As of June 30, 2000, all but $257,000 of the losses have been recaputured.
At the current rate of earnings improvement,  the Company expects to restore all
lost  capital  by  the  fourth  quarter  and  expects  to be in a  fully-taxable
position.  In  addition,  at the  current  pace of growth,  should  such  growth
continue,  the capital to be raised will be  necessary to support the asset size
of the potential company and to support future branching strategies.





                                       20

<PAGE>



                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         None

Item 2.  Changes in Securities and Use of Proceeds

         None

Item 3.  Defaults Upon Senior Securities

         None

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

         On April 20, 2000,  the annual meeting of  shareholders  of the Company
was held for the purpose of (1)  electing  eleven (11)  directors to serve until
the next  annual  meeting  and  until  their  successors  are duly  elected  and
qualified;  (2)  considering and voting upon an amendment to the 1998 Management
Stock Option Plan to increase the number of shares  reserved under the Plan from
66,880 shares to 91,880 shares.

         The name of each director  elected at the meeting,  who  constitute the
entire  Board of  Directors in office upon  completion  of the meeting,  and the
votes cast for such persons are set forth below.

<TABLE>
<CAPTION>

   ----------------------------------------------------------------------------------------------------------
               Name                       For               Against/Withheld    Abstentions  Broker Non-votes
   ----------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>              <C>                     <C>
   Fred A. Burroughs,III                  474,894                 3,750              --               --
   ----------------------------------------------------------------------------------------------------------
   Dr. Terry L. Collins                   474,894                 3,750              --               --
   ----------------------------------------------------------------------------------------------------------
   Norman P. Horn                         474,894                 3,750              --               --
   ----------------------------------------------------------------------------------------------------------
   Dr. David C. Karlgaard                 474,894                 3,750              --               --
   ----------------------------------------------------------------------------------------------------------
   Richard C. Litman                      474,894                 3,750              --               --
   ----------------------------------------------------------------------------------------------------------
   John R. Maxwell                        459,894                18,750
   ----------------------------------------------------------------------------------------------------------
   Dr. Alvin E. Nashman                   474,894                 3,750              --               --
   ----------------------------------------------------------------------------------------------------------
   Helen L. Newman                        474,894                 3,750              --               --
   ----------------------------------------------------------------------------------------------------------
   Thomas L. Patterson                    474,894                 3,750              --               --
   ----------------------------------------------------------------------------------------------------------
   David W. Pijor                         474,894                 3,750              --               --
   ----------------------------------------------------------------------------------------------------------
   Russell E. Sherman                     474,894                 3,750              --               --
   ----------------------------------------------------------------------------------------------------------

</TABLE>


         The vote by which the amendment to the Company's 1998 Management  Stock
Option Plan, was approved, was as follows:

         For:                       421,494
         Against:                    35,750
         Abstain:                    21,400
         Broker Non-votes:             --

Item 5.  Other Information

         None


                                       21

<PAGE>


Item 6.  Exhibits and reports on Form 8-K

<TABLE>
<CAPTION>

Exhibits

         Number   Description
         --------------------
         <S>      <C>
         3(a)     Articles of Incorporation of James Monroe Bancorp, as amended (1)

         3(b)     Bylaws of James Monroe Bancorp, (1)

         10(a)    Employment contract between James Monroe Bancorp and John R. Maxwell (1)

         10(b)    James Monroe Bancorp 1998 Management Incentive Stock Option Plan (1)

         10(c)    Monroe Bancorp 1999 Director's Stock Option Plan (1)

         11       Statement re: Computation of Per Share Earnings

                  Please refer to Note 2 to the financial statements included in this report.

27       Financial Data Schedule

-----------------------
(1)      Incorporated by reference to the exhibit of the same number in the Company's registration
         statement on Form SB-2 no. 333-38098.

</TABLE>


                                   SIGNATURES

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

Date:    December 29, 2000                   BY: /s/John R. Maxwell
                                                 ------------------------------
                                             John R. Maxwell, President & CEO


Date:    December 29, 2000                   BY:  /s/ Richard I. Linhart
                                                  -----------------------------
                                             Richard I. Linhart, Executive Vice
                                             President & Chief Operating Officer



                                       22