**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549**

**FORM 10-QSB**

(Mark One)
     (X)      Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2001

(     )     	Transition Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

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

Commission File Number: 0-23323

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|**DELAWARE**                                                   | **36-4153491**                     
|-------------------------------------------------------------- | -----------------------------------
|(State or other jurisdiction of incorporation of organization) | (I.R.S. EmployerIdentification No.)
|**2900 Texas Avenue, Bryan, Texas**                            | **77802**                          
|(Address of principal executive offices)                       | (Zip Code)                         



---

Former name, former address and former fiscal year, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15
(d) of the Securities Exchange Act of 1934 during the proceeding 12 months (or for such shorter period that the
issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

No ___                                        
                         Yes X

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest
practicable date.

|**Class**    | **Shares Outstandingas of May 20, 2001**
|------------ | ----------------------------------------
|Common Stock | 471,411                                 

**THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANYBryan, Texas**

**FORM 10-QSB**

**PART I - FINANCIAL INFORMATION**

|**ITEM I** | **FINANCIAL STATEMENTS**                                                                  | **PAGE**
|---------- | ----------------------------------------------------------------------------------------- | --------
|           | Consolidated Statements of Financial Condition                                            | 3       
|           | Consolidated Statements of Operations                                                     | 4       
|           | Consolidated Statements of Cash Flows                                                     | 5       
|           | Notes to Consolidated Financial Statements                                                | 6       
|**ITEM 2** | **MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS** | 8       

**PART II - OTHER INFORMATION**

| | Other Information | 14
| | ----------------- | --
| | Signatures        | 15

**THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY
BRYAN/COLLEGE STATION, TEXAS
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
March 31, 2001 and September 30, 2000
(Unaudited)
In thousands, except share and per share data**

|                                                                                                                                   | March2001 | September2000
|---------------------------------------------------------------------------------------------------------------------------------- | --------- | -------------
|**ASSETS**                                                                                                                        
|Cash and due from banks                                                                                                            | $  2,429  | $  2,781     
|Interest-bearing deposits in other financial institutions                                                                          | 1,404     | 4,667        
|Total cash and cash equivalents                                                                                                    | 3,833     | 7,448        
|Securities available-for-sale                                                                                                      | 9,894     | 5            
|Securities held-to-maturity, at cost (fair value: March. - $469;         September. - $502)                                        | 469       | 522          
|Loans held for sale                                                                                                                | 3,510     | 3,872        
|Loans receivable, (net of allowance for loan losses:       March. - $332; September. - $415)                                       | 60,899    | 67,561       
|Federal Home Loan Bank stock                                                                                                       | 449       | 436          
|Servicing rights                                                                                                                   | 146       | 279          
|Real estate owned (net of allowance for losses: March. - $22;
September. - $22)                                                    | 185       | 377          
|Repossessed assets and insurance claims (net of allowance  for       
losses:  March. - $169; September. - $96)                    | 1,260     | 889          
|Premises and equipment                                                                                                             | 2,123     | 2,180        
|Accrued interest receivable                                                                                                        | 561       | 647          
|Other assets                                                                                                                       | 586       | 710          
|                                                                                                                                   | $83,915   | $84,926      
|**LIABILITIES AND STOCKHOLDERS' EQUITY**                                                                                          
|Liabilities                                                                                                                       
|Deposits                                                                                                                           | $76,584   | $73,686      
|Advance payments by borrowers for insurance and taxes                                                                              | 343       | 779          
|Advances from Federal Home Loan Bank                                                                                               | -         | 3,000        
|Debentures                                                                                                                         | 3,629     | 3,629        
|Accrued supplemental retirement plan benefits                                                                                      | 572       | 594          
|Accrued interest payable and other liabilities                                                                                     | 854       | 988          
|                                                                                                                                   | 81,982    | 82,676       
|Minority interest                                                                                                                  | 873       | 873          
|Stockholders' equity                                                                                                              
|Common stock - par value $.01 per share; authorized1,500,000 shares, issued 471,411 shares at September 30,2000 and March 31, 2001 | 5         | 5            
|Additional paid-in capital                                                                                                         | 2,117     | 2,117        
|Retained deficit                                                                                                                   | (1,062)   | (745)        
|                                                                                                                                   | 1,060     | 1,377        
|                                                                                                                                   | $83,915   | $84,926      

See accompanying notes to consolidated financial statements

**THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANYBRYAN/COLLEGE STATION, TEXASCONSOLIDATED STATEMENTS OF OPERATIONSFor the six months and three months ended March 31, 2001 and 2000(Unaudited)
In thousands, except per share data**

|                                                                                                        | Six Months EndedMarch 31, | Three Months EndedMarch 31,
|------------------------------------------------------------------------------------------------------- | ------------------------- | ---------------------------
|                                                                                                        | 2001                      | 2000                       
|Interest income                                                                                        
|Loans                                                                                                   | $3,587                    | $3,606                     
|Mortgage-backed securities                                                                              | 129                       | 17                         
|Other                                                                                                   | 85                        | 54                         
|Total interest income                                                                                   | 3,801                     | 3,677                      
|                                                                                                       
|Interest expense                                                                                       
|Deposits                                                                                                | 1,753                     | 1,535                      
|Debentures and other borrowings                                                                         | 215                       | 244                        
|Total interest expense                                                                                  | 1,968                     | 1,779                      
|                                                                                                       
|**Net interest income**                                                                                 | 1,833                     | 1,898                      
|                                                                                                       
|Provision for loan losses                                                                               | 237                       | 237                        
|                                                                                                       
|**Net interest income after provision for loan losses**                                                 | 1,596                     | 1,661                      
|                                                                                                       
|Noninterest income                                                                                     
|Service charges                                                                                         | 369                       | 326                        
|Gain on sale of loans and servicing rights                                                              | 102                       | 100                        
|Servicing fee income net of amortization                                                                | (6)                       | 115                        
|Other                                                                                                   | 5                         | 26                         
|Total noninterest income                                                                                | 470                       | 567                        
|                                                                                                       
|Noninterest expense                                                                                    
|Compensation and benefits                                                                               | 1,105                     | 1,313                      
|Occupancy and equipment expense                                                                         | 315                       | 276                        
|Federal insurance premiums                                                                              | 31                        | 25                         
|Net loss on real estate owned, repossessed assets              and insurance claims including
provision | 199                       | 300                        
|Professional fees                                                                                       | 211                       | 115                        
|Data processing                                                                                         | 159                       | 141                        
|Office supplies                                                                                         | 38                        | 77                         
|Telephone                                                                                               | 48                        | 1                          
|Postage                                                                                                 | 71                        | 66                         
|Other                                                                                                   | 346                       | 475                        
|Total noninterest expense                                                                               | 2,523                     | 2,849                      
|                                                                                                       
|**Loss before income taxes and cumulative effect of a change in     accounting principle**              | (457)                     | (621)                      
|Income tax benefit                                                                                      | (140)                     | (179)                      
|                                                                                                       
|**Loss before cumulative effect of a change in accounting principle**                                   | (317)                     | (442)                      
|Cumulative effect of a change in accounting principle                                                   | -                         | (100)                      
|                                                                                                       
|**Net loss**                                                                                            | $ (317)                   | $ (542)                    
|                                                                                                       
|**Loss per common share, basic and diluted:**                                                          
|Loss per share before cumulative effect of a change inaccounting principle                              | $(.67)                    | $(.94)                     
|Cumulative effect of a change in accounting principle                                                   | -                         | (.21)                      
|Earnings/(loss) per share                                                                               | $   (.67)                 | $ (1.15)                   

See accompanying notes to consolidated financial statements

**THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY
BRYAN/COLLEGE STATION, TEXAS
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended March 31, 2001 and 2000
(Unaudited
In thousands**

|                                                                                                        | Six Months Ended March 31,
|------------------------------------------------------------------------------------------------------- | --------------------------
|                                                                                                       
|                                                                                                        | 2001                      
|**Cash flows from operating activities**                                                               
|Net loss                                                                                                | $(317)                    
|Adjustments to reconcile net loss to net 
          cash from operating activities                     
|Depreciation                                                                                            | 134                       
|Amortization of premiums and discounts on              
 investment and mortgage-backed securities, net | 7                         
|Net change in loans held for sale                                                                       | 362                       
|Net change in servicing rights                                                                          | 133                       
|Change in deferred loan origination fees                                                                | 44                        
|Net (gains) losses on sales of                                                                         
|Mortgage loans and mortgage servicing rights                                                            | (102)                     
|Real estate owned, repossessed assets and insurance claims                                              | (101)                     
|Provision for loan losses                                                                               | 237                       
|Federal Home Loan Bank stock dividend                                                                   | (13)                      
|Cumulative effect of a change in accounting principle                                                   | -                         
|Change in                                                                                              
|Repossessed assets                                                                                      | (390)                     
|Accrued interest receivable                                                                             | 86                        
|Other assets                                                                                            | 124                       
|Accrued supplemental retirement plan, interest payable  
                      and other liabilities    | (156)                     
|Net cash from operating activities                                                                      | 48                        
|                                                                                                       
|**Cash flows from investing activities**                                                               
|Net change  in loans receivable                                                                         | 6,618                     
|Investment in mortgage-backed and other securities                                                      | (10,025)                  
|Principal payments on mortgage-backed securities                                                        | 182                       
|Proceeds from sale of mortgage servicing rights                                                         | -                         
|Investment in office properties and equipment, net                                                      | (191)                     
|Proceeds from sale of foreclosed real estate                                                            | 303                       
|Capital expenditures on foreclosed real estate                                                          | (12)                      
|Net cash from investing activities                                                                      | (3,125)                   
|                                                                                                       
|**Cash flows from financing activities**                                                               
|Net increase in deposits                                                                                | 2,898                     
|Net decrease in advance payments by          borrowers for insurance and taxes                          | (436)                     
|Net change in Federal Home Loan Bank advances                                                           | (3,000)                   
|Net cash from financing activities                                                                      | (538)                     
|Change in cash and cash equivalents                                                                     | (3,615)                   
|                                                                                                       
|Cash and cash equivalents at beginning of period                                                        | 7,448                     
|                                                                                                       
|**Cash and cash equivalents at end of period**                                                          | $3,833                    



**NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

The accompanying unaudited consolidated financial statements 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 by generally accepted accounting principles
for complete financial statements.

In the opinion of management, the unaudited consolidated financial statements contain all adjustments (consisting only
of normal recurring adjustments) necessary to present fairly the financial condition of The Bryan-College Station
Financial Holding Company (the "Company") and its wholly-owned subsidiary, First Federal Savings Bank, Bryan-College Station, Texas ("First Federal" or the "Bank") as of March 31, 2001 and September 30, 2000, and the results
of its operations for the three-month and six month periods ended March 31, 2001 and 2000.  The annualized results of operations for the three and six months ended March 31, 2001, are not necessarily indicative of the results expected for the full year
ending September 30, 2001.

**NOTE 2 - ALLOWANCE FOR LOAN LOSSES**

The summary of changes in the allowance for loan losses is as follows:

|                                | Six Months Ended March 31,
|------------------------------- | --------------------------
|                                | (In thousands)            
|                                | 2001                      
|Balances, beginning of period   | $ 415                     
|Provision charged to operations | 237                       
|Charge-offs                     | (366)                     
|Recoveries                      | 46                        
|Balances, end of period         | $ 332                     

**NOTE 3 - RESERVE FOR LOSSES ON REPOSSESSED ASSETS**

The Company had a "Second Chance" auto loan program that originated loans to individuals with less than prime
credit.  This program was discontinued in the quarter ended June 30, 2000.  These loans are partially insured by credit-default insurance for losses due to charge-offs and sales of repossessed assets.  Repossessed assets are carried at the
lower of cost or fair value adjusted for expected credit-default insurance proceeds.  The activity in the reserve for
repossessed assets was as follows:

|                  | Six Months Ended March 31,
|----------------- | --------------------------
|                  | (In thousands)            
|                  | 2001                      
|Beginning balance | $     96                  
|Provision         | 73                        
|Charge-offs       | --                        
|Ending balance    | $ 169                     

**NOTE 4 - CAPITAL REQUIREMENTS**

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies.  The
Office of Thrift Supervision ("OTS") has applied various restrictions as further explained under Item 2-Management's
Discussion and Analysis of Financial Condition and Results of Operation -**Liquidity and Capital Resources**.

At March 31, actual capital levels of the Bank and minimum required levels were:

|                                                 | Actual | Miniumum Requiredfor CapitalAdequacy Purposes | Miniumum Requiredto Be WellCapitalized
|------------------------------------------------ | ------ | --------------------------------------------- | --------------------------------------
|                                                 | Amount | Ratio                                         | Amount                                
|2001                                             |        |                                               |                                       
|Total capital (to risk-weighted assets)          | $5,593 | 9.37%                                         | $4,773                                
|Tier 1 (core) capital (to risk-weighted assets)  | 5,259  | 8.81                                          | 2,387                                 
|Tier 1 (core) capital (to adjusted total assets) | 5,259  | 6.26                                          | 3,361                                 
|2000                                             |        |                                               |                                       
|Total capital (to risk-weighted assets)          | $5,822 | 8.46%                                         | $5,507                                
|Tier 1 (core) capital (to risk-weighted assets)  | 5,337  | 7.75                                          | 2,754                                 
|Tier 1 (core) capital (to adjusted total assets) | 5,337  | 6.38                                          | 3,346                                 

**NOTE 5 - LOSS PER COMMON SHARE**

A reconciliation of the numerator and denominator of the loss per common share computation for the periods ended
March 31, 2001 and 2000 is presented below.

|                                    | Six Months EndedMarch 31, | Three Months EndedMarch 31,
|----------------------------------- | ------------------------- | ---------------------------
|                                    | 2001                      | 2000                       
|                                    | (Dollars in thousands)   
|**EPS Computation**                
|Net income (loss)                   | $(317)                    | $(542)                     
|                                   
|Weighted average shares outstanding | 471,411                   | 471,209                    
|                                   
|Earnings (loss) per common share    | $(.67)                    | $(1.15)                    

The effect of stock options were not included in the computation of diluted earnings (loss) per share because to do so would be anti-dilutive.

**NOTE 6 - Organization Costs**

During 1999, a new accounting standard was effective which required the Company to charge the September 30, 1999
unamortized balance of $100,000 to expense in the first quarter of the 2000 fiscal year.  The additional amortization
was disclosed in the consolidated statements of operations as a cumulative effect of a change in accounting principle.

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

The following discussion is intended to assist in understanding the financial condition and results of
operations of The Bryan-College Station Financial Holding Company.  The discussion includes comments relating to
First Federal Savings Bank, Bryan, Texas since the Bank is wholly owned by the Company and comprises a majority
of the assets and sources of income for the Company.

**Financial Condition**

The Company's total assets decreased by $1.0 million to $83.9 million at March 31, 2001 from $84.9 million
at September 30, 2000.  Net loans receivable (excluding loans held for sale) decreased $6.7 million to $60.9 million
at March 31, 2001, compared to $67.6 million at September 30, 2000.  During the six months ended March 31, 2001,
the Company originated $1.2 million of mortgage loans, including $915,000 secured by one- to four-family residential
loans and $7.6 million in residential construction loan commitments.  In addition, the Company originated $1.8 million
in consumer loans and $2.8 million in commercial business loans.

Securities available for sale increased to $9.9 million during the six months ended March 31, 2001, as a result
of the Company reinvesting loan repayments into securities available for sale.

Repossessed assets and insurance claims receivable increased from $889,000 at September 30, 2000 to $1.3
million at March 31, 2001.  This increase was due primarily to an increase in repossessed vehicles.

Real estate owned decreased from $377,000 at September 30, 2000 to $183,000 at March 31, 2001 due to sales
that resulted in a net gain of $24,000.

Deposits increased $2.9 million to $76.6 million at March 31, 2001, compared to $73.7 million at September
30, 2000.  This increase was partially offset by a seasonal decrease in escrowed funds for property taxes related to real
estate loans held by the Bank.  Advances from the Federal Home Loan Bank of Dallas were repaid from excess liquidity
that resulted from increased deposits and a reduction in loans receivable.

Stockholders' equity in the Company decreased $317,000 to $1.1 million at March 31, 2001 from $1.4 million
at September 30, 2000 due to the net loss in the first six months of the fiscal year.

**Asset/Liability Management**

The Company's subsidiary, First Federal, like all financial institutions, is subject to interest rate risk to the
degree that its interest-bearing liabilities (deposits) mature or reprice more rapidly, or on a different basis, than its
interest-earning assets (loans), some of which may be longer term or fixed interest rate.  As a continuing part of its
financial strategy, First Federal continually considers methods of managing any such asset/liability mismatch,
consistent with maintaining acceptable levels of net interest income and interest rate risk.

In order to monitor and manage interest rate sensitivity and interest rate spread, First Federal created an
Asset/Liability Committee ("ALCO"), composed of its President/Chief Executive Officer, Executive Vice
President/COO/CFO, Senior Vice President/Accounting Manager and three outside Directors.  The responsibilities
of the ALCO are to assess First Federal's asset/liability mix and recommend strategies that will enhance income while
managing First Federal's vulnerability to changes in interest rates.

First Federal's asset/liability management strategy has two goals.  First, the Bank seeks to build its net interest
income and noninterest income, while adhering to its underwriting and lending guidelines.  Second, First Federal seeks
to effectively match the maturities of its interest-earning assets with the maturities of its interest-paying liabilities so
as to reduce First Federal's overall sensitivity to changes in interest rates.  There can be no assurance that this strategy
will achieve the desired results and will not result in substantial losses in the event of an increase in interest rate risk.

As part of this strategy, management continues to emphasize growth in noninterest-bearing deposits such as
checking accounts or lower interest-bearing savings deposits by offering full service retail banking to its targeted
customer base.  In order to minimize the possible adverse impact that a rise in interest rates may have on net interest
income, First Federal has developed several strategies to manage its interest rate risk.  Primarily, First Federal is
currently selling all newly originated one-to four-family residential mortgage loans which are saleable in the secondary
market--most of which are long-term fixed-rate loans.  In addition, First Federal currently offers three-year fixed rate
balloon loans and other adjustable rate loans, and has a diversified short-term consumer lending program, giving First
Federal an opportunity to reprice its loans on a more frequent basis.

**Net Portfolio Value**

The OTS, First Federal's primary regulator, has issued a proposed rule for the calculation of an interest rate
risk component for institutions with a greater than "normal" (i.e., greater than 2%) level of interest rate risk exposure
("NPV").  The OTS has not yet implemented the capital deduction for interest rate risk.  NPV is the difference between
incoming and outgoing discounted cash flows from assets, liabilities and off-balance sheet contracts.  This approach
calculates the difference between the present value of expected cash flows from assets and the present value of expected
cash flows from liabilities, as well as cash flows from off-balance sheet contracts.  Under OTS regulations, an
institution's "normal" level of interest rate risk in the event of an assumed change in interest rates is a decrease in the
institution's NPV in an amount not exceeding 2% of the present value of its assets.  The amount of that deduction is
one-half of the difference between (a) the institution's actual calculated exposure to a 200 basis point interest rate
increase or decrease (whichever results in the greater pro forma decrease in NPV) and (b) its "normal" level of exposure
which is 2% of the present value of its assets.

It has been, and continues to be, an objective of First Federal's Board of Directors and management to manage
interest rate risk.  First Federal's asset/liability policy, established by the Board of Directors, dictates acceptable limits
on the amount of change in NPV given certain changes in interest rates.

Presented below, as of December 31, 2000, the latest date for which information is available, is an analysis
of First Federal's interest rate risk as measured by changes in NPV for instantaneous and sustained parallel shifts in
the yield curve, in 100 basis point increments, up and down 300 basis points in accordance with OTS regulations.
 OTS assumptions are used in calculating the amounts in this table.

|Change inInterest Rate               | Estimated                                             | At December 31, 2000            | Acceptable LimitsEstablished byBoard of Directors
|------------------------------------ | ----------------------------------------------------- | ------------------------------- | -------------------------------------------------
|(Basis Points)                       | NPV                                                   | $ Change                        | % Change                                         
|(Dollars in Thousands)              
|+300
+200
+100
     0
-100
-200
-300 | 9,075
  8,939
  8,715
  8,388
  8,006
  7,917
  8,039 | 687
551
326
   0
-383
-472
-349 | +8    
+7    
+4    
   0    
-5   
-6   
-4     

Management reviews the OTS measurements on a quarterly basis.  In addition to monitoring selected
measures on NPV, management also monitors effects on net interest income resulting from increases or decreases in
rates.  This measure is used in conjunction with NPV measures to identify excessive interest rate risk.  In the event of
a 200 basis point increase in interest rates, First Federal would experience a 7% increase in the NPV.  As of December
31, 2000, a decrease in interest rates of 200 basis points would have resulted in a 6% decrease in the NPV of First
Federal.

In evaluating First Federal's exposure to interest rate risk, certain shortcomings inherent in the method of
analysis presented in the foregoing tables must be considered.  For example, although certain assets and liabilities may
have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates.
Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest
rates, while interest rates on other types may lag behind changes in market rates.  Further, in the event of a change in
interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in
calculating the table.  For example, projected passbook, money market and checking account maturities may also
materially change if interest rates change.  Finally, the ability of many borrowers to service their debt may decrease
in the event of an interest rate increase.  First Federal considers all of these factors in monitoring its exposure to interest
rate risk.

**Non-Performing Assets and Loan Loss Provision**

The provision for loan losses is based on management's periodic review of the Company's loan portfolio
which considers, among other factors, actual loan loss experience, the general prevailing economic conditions, changes
in  composition and risks inherent in the loan portfolio, concentrations of credit, independent third-party loan reviews
and specific borrower considerations such as the ability to repay the loan and the estimated value of the underlying
collateral.  Accordingly, the calculation of the adequacy of the allowance for loan losses was not based directly on our
level of non-performing assets.  Although we maintain the allowance for loan losses at a level which we consider to
be adequate to provide for losses, there can be no assurance that future losses will not exceed estimated amounts or that
additional provisions for loan losses will not be required in future periods.    In addition, various regulatory agencies,
as an integral part of their examination process, periodically review the Company's allowance for estimated loan losses.
Such agencies may require the Company to provide additions to the allowance based upon judgments that differ from
those of management.

At March 31, 2001, the allowance for loan losses totaled $332,000 or 0.56% of net loans receivable and 43%
of total non-performing loans.  At September 30, 2000, our allowance for loan losses totaled $415,000, or 0.61% of
net loans receivable and 57% of total non-performing loans.

Non-performing assets include non-accrual loans, loans 90 days or more delinquent and still accruing interest,
foreclosed real estate and other repossessed assets.  Loans greater than 90 days past due, and other designated loans
of concern, are placed on non-accrual status, unless it is determined that the loans are well collateralized and in the
process of collection.  The following table presents non-performing assets for the periods indicated.

|                                                            | March 31,2001  | September 30,2000         
|----------------------------------------------------------- | -------------- | --------------------------
|Non-accrual loans                                           | $      498,212 | $                        -
|Loans past due 90 days or more                              | 270,698        | 725,747                   
|                                                           
|Total non-performing loans                                  | $      768,910 | $      725,747            
|                                                           
|Foreclosed real estate and other repossessed assets         | 1,031,109      | 840,231                   
|                                                           
|Total non-performing assets                                 | $  1,800,019   | $  1,565,978              
|                                                           
|Total non-performing loans as a percentage of total loans   | 1.26%          | 1.07%                     
|                                                           
|Total non-performing assets as a percentage of total assets | 2.15%          | 1.84%                     

Non-performing loans at March 31, 2001 increased $43,000 to $769,000 as compared to September 30, 2000.   Non-performing loans were comprised of three loans secured by single-family
residential property
totaling $177,000, one loan secured by commercial real estate totaling $300,000, twenty-eight loans secured by
automobiles totaling $271,000 and one loan secured by commercial vehicles of $22,000.  Management feels that
all loans to these borrowers are well collateralized and does not expect to incur any losses.

Total non-performing assets increased for the period ended March 31, 2001 to $1.8 million or 2.15% of total
assets as compared to $1.6 million or 1.84% of total assets at September 30, 2000.  The increase in non-performing
assets was primarily attributable to a $383,000 increase in repossessed vehicles.

**Results of Operations**

The Company's results of operations are primarily dependent on its net interest income, which is the
difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities.
Interest income is a function of the average balances of interest-earning assets outstanding during the period and the
average yields earned on such assets.  Interest expense is a function of the average amount of interest-bearing liabilities
outstanding during the period and the average rates paid on such liabilities.  The Company also generates noninterest
income, such as income from service charges and fees on checking accounts, loan servicing and other fees and charges
and gains on sales of loans and servicing rights.  The Company's net income is also affected by the level of its
noninterest expenses, such as employee salaries and benefits, occupancy and equipment expenses, and federal deposit
insurance premiums.

**Comparison of six months ended March 31, 2001 and March 31, 2000**

The Company reported a net loss after taxes of $317,000 for the six months ended March 31, 2001, compared
to net loss of $542,000 reported for the six months ended March 31, 2000.  The decrease in loss, as discussed in more
detail below, resulted primarily from a $326,000 decrease in the Company's noninterest expense and the absence of
a change in accounting principle such as the $100,000 loss from a cumulative effect of a change in accounting principle
recorded in the six months ended March  31, 2000.  This decrease was partially offset by a $97,000 decrease in
noninterest income.

Net interest income, after provision for loan losses, decreased $65,000 to $1.6 million for the six months ended March 31, 2001 from $1.7
million for the same period in 2000.  This decrease was attributable primarily to an increase in interest expense of
$124,000 due, in part, to a higher cost of deposits.  The spread between the average yield on interest earning assets and
the average cost of funds decreased to 5.82% at March 31, 2001 from 6.12% at March 31, 2000.  The Company
anticipates that this spread will continue to decrease as lower yielding assets that exhibit less credit risk replace higher
yielding Second Chance Auto Loans currently held in portfolio.

Noninterest income decreased $97,000 to $470,000 for the six months ended March 31, 2001 from $567,000
for the six months ended March 31, 2000.  This decrease can be attributed to a decrease in income from servicing fees
as the Company recorded a $6,000 expense in the six months ended March 31, 2001 as compared to  $115,000 in net
servicing fee income related to servicing Second Chance Auto Loan program loan participations, in the same period
last year..  The decrease in net servicing fees was primarily a result of the write-down of servicing assets due to
increased payoffs or repossession of the underlying assets.

Noninterest expense decreased $326,000 to $2.5 million for the six months ended March 31, 2001 from $2.8
million for the six months ended March 31, 2000.  This decrease was the result of decreased compensation and benefits
of $208,000 resulting from a staff reduction implemented in June 2000, a decrease in losses from repossessed assets
and insurance claims of $101,000 and a decline in other operating expenses of $129,000 primarily as a result of
discontinuing the Second Chance Auto Loan program, partially offset by increased legal fees of  $96,000 related to a
settlement agreement with the former President/CEO.

Income tax benefit decreased $39,000 to $140,000 for the six months ended March 31, 2001 from $179,000
for the six months ended March 31, 2000 due to the loss recorded before the provision for income tax.  The period
reflected tax rates of 31% and 29% for March 31, 2001 and March 31, 2000, respectively.

The Company recognized the cumulative effect of a change in accounting principle relating to the treatment
of organization costs as a long-lived asset.  Due to a change in generally accepted accounting principles, the remaining
value of this asset, of $100,000, was fully amortized at October 1, 1999.

**Comparison of three months ended March 31, 2001 and March 31, 2000**

The Company reported net loss after taxes of $277,000 for the three months ended March 31, 2001, compared
to a net loss of $375,000 reported for the three months ended March 31, 2000.  The decrease in loss, as discussed in
more detail below, resulted primarily from a decrease in noninterest expense of $148,000.

Net interest income, after provision for loan losses, increased $13,000 to $765,000 for the three months ended
March 31, 2001, compared to $752,000 for the three months ended March 31, 2000.  This increase can be attributed
to an increase in interest income from mortgage-backed securities of $101,000 and a reduction in the provision for loan
losses of  $81,000 partially offset by a decrease in interest income from loans of $85,000 and an increase in interest
expense for deposits of $121,000.  The spread between the average yield on interest earning assets and the average cost
of funds decreased to 5.82% at March 31, 2001 from 6.12% at March 31, 2000.  The Company anticipates that this
spread will continue to decrease as lower yielding assets that exhibit less credit risk replace the runoff of higher
yielding Second Chance Auto Loans currently held in portfolio.

Noninterest income decreased $39,000 to $237,000 for the three months ended March 31, 2001 from $276,000
for the three months ended March 31, 2000.  This decrease can be attributed to a decrease in income from servicing
fees.  For the three months ended March 31, 2000, the Company recorded $55,000 in net servicing fee income related
to servicing Second Chance Auto Loan program loan participations, compared to an $11,000 expense in the three
months ended March 31, 2001.  The decrease in net servicing fees was primarily a result of the write-down of servicing
assets due to increased payoffs or repossession of the underlying assets.  This was offset by a $22,000 increase in
mortgage loan originations and sales to the secondary market and $22,000 in increased service charges on deposit
accounts.  Gains on the sale of loans are dependent on various factors that are not necessarily within the control of the
Company, including market and economic conditions.  As a result, there can be no assurance that the gains on sale
of loans reported by the Company in prior periods will be reported in future periods or that there will not be substantial
periodic variation in the results from such activities that would affect the level of net income or loss reported by the
Company.

Noninterest expense decreased $148,000 to $1.4 million for the three months ended March 31, 2001 from $1.6
million for the three months ended March 31, 2000.  This decrease was the result of decreased compensation and
benefits of $54,000 resulting from a staff reduction implemented in June 2000, a decrease in net losses from
repossessions and insurance claims of $85,000 and a decline in other operating expenses of $34,000 primarily as a
result of discontinuing the Second Chance AutoLoan program, partially offset by increased legal fees of  $96,000
related to a settlement agreement with the former President/CEO.

Income tax benefit decreased $24,000 to $132,000 for the three months ended March 31, 2001 from $156,000
for the three months ended March 31, 2000 due to the losses recorded for the periods.  The periods reflected tax rates
of 32% for March 31, 2001 and 29% for March 31, 2000.

**Liquidity and Capital Resources**

The Company's primary sources of funds are deposits, principal and interest payments on loans and other
funds provided from operations.  Additionally, the Company in the past has borrowed funds from the Federal Home
Loan Bank of Dallas or utilized particular sources of funds based on need, comparative costs and availability at the
time.

While scheduled loan repayments, short-term investments, and FHLB of Dallas borrowings are relatively
stable sources of funds, deposit flows are unpredictable and are a function of external factors including competition,
the general level of interest rates, general economic conditions and most recently, the restructuring occurring in the
banking industry.

The Company maintains investments in liquid assets based on management's assessment of cash needs,
expected deposit flows, availability of advances from the FHLB of Dallas, available yield on liquid assets (both
short-term and long-term) and the objectives of its asset/liability management program.  Several options are available
to increase liquidity, including reducing loan originations, increasing deposit marketing activities, and increasing
borrowings from the FHLB of Dallas.

At March 31, 2001, the Company had commitments to originate loans, including loans in process, totaling
$6.8 million.  The Company also had $1.1 million of outstanding unused lines of credit and $151,000 of letters of
credit.  The Company considers its liquidity and capital resources to be adequate to meet its foreseeable short and
long-term needs.  The Company expects to be able to fund or refinance, on a timely basis, its material commitments
and long-term liabilities.  At March 31, 2001, the Company had no advances outstanding from the FHLB of Dallas.

At March 31, 2001, the Bank had Tier I capital of $5.3 million, or 6.26% of total assets, which was $1.9
million above the minimum capital requirement of $3.4 million or 4% of total assets.

At March 31, 2001, the Bank had total risk-based capital of $5.6 million and risk-weighted assets of $59.7
million or total Risk-based Capital of 9.37% of risk-weighted assets.  This amount was $820,000 above the minimum
regulatory requirement of $4.8 million, or 8.0% of risk-weighted assets.

As a result of regulatory classification by the OTS, the Bank is required to provide prior notice to OTS of
transactions between the Bank and its affiliates, such as the Company, and receipt of OTS approval prior to paying a
dividend from the Bank to the Company.  The Company's 11 1/2% debentures due March 31, 2003 require quarterly
interest payments of approximately $105,000.  The Company has received OTS approval or is capable of paying the
interest on the debentures through the interest payment of July 15, 2001.  Although the Company will apply to the OTS
for additional dividends from the Bank in order to continue to pay the interest on the debentures and operating
expenses of the Company, there can be no assurance that the OTS will approve future dividends.  Failure to timely pay
the interest may result in a default under the indenture governing the debentures resulting in acceleration of the
maturity of the outstanding $3,629,000 principal balance and a demand for payment from debenture holders that the
Company could not currently meet.

**Safe Harbor Statement**

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  The Company intends such
forward-looking statements to be covered by the safe harbor provision for forward-looking statements contained in the
Private Securities Reform Act of 1995, and is including this statement for purposes of these safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and
expectations of the Company, are generally identifiable by use of words such as:  believe, expect, intend, anticipate, estimate,
project or similar expressions.  The Company's 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 the operations and future prospects of
the Company and the subsidiaries 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 the Company's market area and
accounting principles, policies and guidelines.  These risks and uncertainties should be considered in evaluating
forward-looking statements and could affect the Company's financial performance and cause the Company's actual
results for future periods to differ materially from those anticipated or projected.  The Company wishes to caution
readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.

The Company does not undertake, and specifically disclaims any obligation, to revise any forward-looking
statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such
statements.  Further information concerning the Company and its business, including additional factors that could
materially affect the Company's financial results, is included in the Company's filings with the Securities and
Exchange Commission.

**PART II- OTHER INFORMATION**

**Item 1.	Legal Proceedings**

The Company is, from time to time, a party to certain lawsuits arising in the ordinary course of its business.
The Company believes that none of these lawsuits would, if adversely determined, have a material adverse effect on
its financial condition.

**Item 2.	Changes in Securities**

None.

**Item 3.	Defaults upon Senior Securities**

None.

**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**

On February 9, 2001,  the Company filed a press release on Form 8-K that it was seeking a strategic alliance.

**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.

|                                  | **THE BRYAN COLLEGE STATION FINANCIAL       
HOLDING COMPANY**                                                         
|--------------------------------- | -----------------------------------------------------------------------------------------------------------------------
|Date:                May 15, 2001 | /s/ David D. RinehartDavid D. RinehartPresident, Chief Executive                                                       
|Date:                May 15, 2001 | /s/ William L. WantuckWilliam L. WantuckExecutive Vice President, Chief Operating Officer and   Chief Financial Officer