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

                                   FORM 10-QSB

(MarkOne)

(X)  Quarterly  Report  pursuant  to  Section  13 or 15 (d)  of  the  Securities
     Exchange  Act of 1934 For the  quarterly  period  ended  March 31, 2000

( )  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

               THE BRYAN COLLEGE STATION FINANCIAL HOLDING COMPANY
             (Exact name of registrant as specified in its charter)

           DELAWARE                                   36-4153491
(State or other jurisdiction of             (I.R.S. employer identification no.)
incorporation of organization)


                     2900 TEXAS AVENUE, BRYAN, TEXAS 77802
               (Address of principal executive offices) (Zip Code)


                                 (409) 779-2900
               (Registrants telephone number, including area code)

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

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  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.

                                     Shares Outstanding
                     Class           As of June 9, 2000
                  ------------       ---------------

                  Common Stock            471,406



                                       1
<PAGE>



               THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY
                                  BRYAN, TEXAS

                                   FORM 10-QSB

                        THREE MONTHS ENDED MARCH 31, 2000

                         PART I - FINANCIAL INFORMATION


ITEM 1 - FINANCIAL STATEMENTS
                                                                            Page

   Consolidated Statements of Financial Condition..............................3

   Consolidated Statements of Income...........................................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.............................................................15

Signatures....................................................................16



                                       2
<PAGE>


               THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY
                          BRYAN/COLLEGE STATION, TEXAS
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                      March 31, 2000 and September 30, 1999
                                   (Unaudited)
                  In thousands, except share and per share data
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                             March 31,   September 30,
                                                               2000          1999
                                                            ---------    -------------

<S>                                                          <C>           <C>
ASSETS
Cash and due from banks                                      $  3,159      $  3,086
Interest-bearing deposits in other financial institutions       1,021         1,619
                                                             --------      --------
     Total cash and cash equivalents                            4,180         4,705

Securities available-for-sale                                       5             5
Securities held-to-maturity                                       578           692
Loans held for sale                                             4,954         2,464
Loans receivable, net                                          68,693        67,974
Federal Home Loan Bank stock                                      416           404
Non-mortgage servicing rights                                     411           545
Real estate owned                                                 299           548
Repossessed assets, net                                           581           937
Premises and equipment                                          2,258         2,099
Accrued interest receivable                                       590           613
Other assets                                                      853           883
                                                             --------      --------
                                                             $ 83,818      $ 81,869
                                                             ========      ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
     Deposits                                                $ 76,283      $ 73,240
     Advance payments by borrowers for insurance and taxes        375           818
     Debentures (11.5%)                                         3,629         3,629
     Accrued interest payable and other liabilities             1,085         1,194
                                                             --------      --------
                                                               81,372        78,881

Minority interest                                                 873           873

Stockholders' equity
     Common stock - par  value  $.01 per  share;
         authorized 1,500,000  shares; 428,409 shares
         issued at September 30, 1999 and 471,406
         issued at March 31, 2000                                   5             4
     Additional paid-in capital                                 2,117         2,060
     Retained earnings (deficit)                                 (549)           51
                                                             --------      --------
                                                                1,573         2,115
                                                             --------      --------
                                                             $ 83,818      $ 81,869
                                                             ========      ========

</TABLE>
            See accompanying notes to unaudited financial statements


                                       3
<PAGE>
               THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY
                          BRYAN/COLLEGE STATION, TEXAS
                    CONSOLIDATED STATEMENTS OF INCOME/(LOSS)
               For the six months and three months ended March 31,
                                  2000 and 1999
                                   (Unaudited)
                       In thousands, except per share data
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 Six Months Ended  Three Months Ended
                                                     March 31,         March 31,
                                                 ----------------  ------------------
                                                  2000      1999     2000       1999
                                                 ------   -------  --------   -------
<S>                                              <C>      <C>       <C>       <C>
Interest income
    Loans                                        $3,606   $ 3,673   $ 1,821   $1,795
    Mortgage-backed securities                       17        25         8       12
    Other                                            54       107        22       41
                                                 ------   -------   -------   ------
       Total interest income                      3,677     3,805     1,851    1,848

Interest expense
    Deposits                                      1,535     1,624       769      763
    Other borrowings                                244       217       123      108
                                                 ------   -------   -------   ------
       Total interest expense                     1,779     1,841       892      871
                                                 ------   -------   -------   ------
NET INTEREST INCOME                               1,898     1,964       959      977

Provision for loan losses                           237        50       207       30
                                                 ------   -------   -------   ------
NET INTEREST INCOME AFTER PROVISION FOR
  LOAN LOSSES                                     1,661     1,914       752      947

Noninterest income
    Service charges                                 326       361       153      163
    Gain on sale of loans and mortgage
     servicing rights                               100       351        49      212
    Servicing fee income net of amortization        115       ---        55      ---
    Other                                            26       215        19      152
                                                 ------   -------   -------   ------
       Total noninterest income                     567       927       276      527

Noninterest expense
    Compensation and benefits                     1,313     1,143       647      595
    Occupancy and equipment expense                 276       275       152      142
    Federal insurance premiums                       25        32         9       17
    Net (gain) loss on real estate owned,
       including provision                            2        17        (1)      17
    Net loss on repossessed assets, including
       provision                                    298       129       297      129
    Professional fees                               115       136        74       81
    Data processing                                 141       125        74       63
    Office supplies                                  77        71        42       37
    Telephone                                        61        57        31       28
    Postage                                          66        54        37       22
    Other                                           475       451       197      213
                                                 ------   -------   -------   ------
       Total noninterest expense                  2,849     2,490     1,559    1,344
                                                 ------   -------   -------   ------
INCOME (LOSS) BEFORE INCOME TAXES AND
  CUMULATIVE EFFECT OF A CHANGE IN
  ACCOUNTING PRINCIPLE                             (621)      351      (531)     130

Income tax (benefit) expense                       (179)      104      (156)      18
                                                 ------   -------   -------   ------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF A
  CHANGE IN ACCOUNTING PRINCIPLE                   (442)      247      (375)     112

Cumulative effect of a change in accounting
   principle                                       (100)      ---       ---      ---
                                                 ------   -------   -------   ------
NET INCOME (LOSS)                                $ (542)  $   247   $  (375)  $  112
                                                 ======   =======   =======   ======
EARNINGS (LOSS) PER SHARE:
      Earnings/(loss per share before
        cumulative effect of a change in
        accounting principle                     $ (.94)  $  .63   $  (.80)   $  .29
      Cumulative effect of a change in
        accounting principle                       (.21)     ---       ---       ---
      Earnings/(loss) per share                  $(1.05)  $  .63   $  (.80)   $  .29

</TABLE>
            See accompanying notes to unaudited financial statements

                                       4
<PAGE>

               THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY
                          BRYAN/COLLEGE STATION, TEXAS
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                For the six months ended March 31, 2000 and 1999
                                   (Unaudited)
                                  In thousands

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

                                                             Six Months Ended
                                                                 March 31,
                                                           ------------------
                                                             2000       1999
                                                           --------   -------
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss)                                      $ (542)    $  247
    Adjustments to reconcile net income (loss)
      to net cash from operating activities
       Depreciation                                           149        167
       Amortization of premiums and discounts on
         investment and mortgage-backed securities, net         2          3
       Net change in loans held for sale                   (2,425)       378
       Net change in mortgage servicing rights                134       (298)
       Change in deferred loan origination fees                 8         32
       Net (gains) losses on sales of
          Mortgage loans                                      (65)      (280)
          Mortgage servicing rights                           (35)       (71)
          Real estate owned                                     3          9
          Repossessed assets                                  298        129
       Provision for losses on loans                          237         50
       Federal Home Loan Bank stock dividend                  (12)       (11)
       Cumulative effect of a change in accounting
          principle                                           100        ---
       Change in
          Repossessed assets                                   58        277
          Accrued interest receivable                          23        (18)
          Other assets                                        (70)    (1,059)
          Accrued interest payable and other liabilities     (109)      (164)
                                                          -------     ------
              Net cash used in operating activities        (2,246)      (609)

CASH FLOWS FROM INVESTING ACTIVITIES
    Net increase in loans receivable                         (773)    (1,109)
    Principal payments on mortgage-backed securities
      and collateralized mortgage obligations                 112         99
    Proceeds from sale of mortgage servicing rights            35         71
    Investment in office properties and equipment, net       (308)      (182)
    Proceeds from sale of foreclosed real estate               98        199
    Capital expenditures on foreclosed real estate            (43)       (15)
                                                          -------     ------
       Net cash used in investing activities                 (879)      (937)

CASH FLOWS FROM FINANCING ACTIVITIES
    Net increase in deposits                                3,043      2,157
    Net decrease in advance payments by
      borrowers for insurance and taxes                      (443)      (450)
    Net change in Federal Home Loan Bank advances             ---       (800)
                                                          -------     ------
       Net cash provided by financing activities            2,600        907
                                                          -------     ------
Change in cash and cash equivalents                          (525)      (639)

Cash and cash equivalents at beginning of period            4,705      5,327
                                                          -------     ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                $ 4,180     $4,688
                                                          =======     ======

            See accompanying notes to unaudited financial statements



                                       5
<PAGE>


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, 2000 and  September  30,
1999,  and the  results of its  operations  for the  three-month  and  six-month
periods ended March 31, 2000 and 1999.


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) 2000 1999

            Balances, beginning of period        $  326    $ 307
            Provision charged to operations         237       50
            Charge-offs                             (84)     (17
            Recoveries                                6        -
                                                 ------    -----

               Balances, end of period           $  485    $ 340
                                                 ======    =====

NOTE 3 - REPOSSESSED ASSETS

     The Company has a "Second  Chance" loan program  that  originates  loans to
individuals   with  less  than  prime   credit.   These  loans  are  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. Subsequent to March 31,
2000,  the Company has  discontinued  the Second Chance Auto Lending  Program as
further discussed under Item 2. - LIQUIDITY AND CAPITAL RESOURCES.  The activity
in the reserve for repossessed assets was as follows:

                                      Six Months Ended
                                          March 31,
                                       (In thousands)
                                       2000     1999
                                      ------   ------

              Beginning balance       $  21    $   60
              Provision                 203       129
              Charge-offs              (224)       (7)
                                      ------   ------

              Ending balance          $   -    $  182
                                      =====    ======



                                       6
<PAGE>


NOTE 4 - CAPITAL REQUIREMENTS

     The Bank is subject to various regulatory capital requirements administered
by the federal banking  agencies.  In May 2000 the Office of Thrift  Supervision
(the OTS)  formally  designated  the Bank to be in  "troubled  condition"  and a
"problem  association"  due to its total capital to  risk-weighted  assets ratio
being  only  marginally  above the  minimum  required  amount.  Because  of this
designation the OTS has applied various  restrictions as further explained under
Item 2 - LIQUIDITY AND CAPITAL RESOURCES.

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

<TABLE>
<CAPTION>
                                                                      Minimum Required    Minimum Required
                                                                         for Capital         to Be Well
                                                       Actual         Adequacy Purposes     Capitalized
                                                   Amount   Ratio     Amount   Ratio       Amount   Ratio
                                                  -------   -----    -------   -----      -------   -----
2000
<S>                                               <C>       <C>      <C>        <C>        <C>      <C>
Total capital (to risk-weighted assets)           $5,822    8.47%    $5,497     8.00%      $6,871   10.00%
Tier 1 (core) capital (to risk-weighted assets)    5,337    7.77      2,748     4.00        4,122    6.00
Tier 1 (core) capital (to adjusted total assets)   5,337    6.39      3,355     4.00        4,176    5.00

1999

Total capital (to risk-weighted assets)           $6,042    8.99%    $5,377     8.00%      $6,721   10.00%
Tier 1 (core) capital (to risk-weighted assets)    5,702    8.48      2,689     4.00        4,033    6.00
Tier 1 (core) capital (to adjusted total assets)   5,702    6.89      3,310     4.00        4,138    5.00

</TABLE>


NOTE 5 - EARNINGS/(LOSS) PER COMMON SHARE

     A  reconciliation  of the numerator and  denominator of the earnings (loss)
per common share  computation  for the periods  ended March 31, 2000 and 1999 is
presented below.

<TABLE>
<CAPTION>
                                         Six Months Ended        Three Months Ended
                                             March 31,                 March 31,
                                         2000         1999        2000        1999
                                      ---------    ---------   ----------  ---------
                                                         (Dollars in thousands)
<S>                                   <C>          <C>         <C>         <C>
EPS COMPUTATION
Net income (loss)                     $    (542)   $     247   $    (375)  $     112
                                      ----------   ---------   ----------  ---------
Weighted average shares outstanding     471,209      389,436     471,209     389,436
                                      ---------    ---------   ---------   ---------
Earnings (loss) per common share      $   (1.15)   $    .63    $    (.80)  $     .29
                                      ==========   ========    ==========  =========
</TABLE>


     The effect of stock options could potentially  dilute basic earnings (loss)
per share in the  future but were not  included  in the  computation  of diluted
earnings  (loss) per share for the six months and three  months  ended March 31,
2000 and 1999 because to do so would have been 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  income  as a
cumulative effect of a change in accounting principle.



                                       7
<PAGE>


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  increased by $1.9 million to $83.8 million
at March 31, 2000 from $81.9 million at September 30, 1999. Net loans receivable
(excluding loans held for sale) increased $0.7 million to $68.7 million at March
31, 2000, compared to $68.0 million at September 30, 1999. During the six months
ended March 31, 2000, the Company  originated  $14.9 million of mortgage  loans,
including  $10.8 million  secured by one- to four-family  residential  loans. In
addition,  the Company originated $15.4 million in consumer loans, of which $5.6
million  were  Second  Chance  Auto  Loan  Program  loans  and $4.8  million  in
commercial business loans.

     Repossessed  assets  decreased  from  $937,000  at  September  30,  1999 to
$581,000 at March 31, 2000. This decrease was due primarily to the following:  o
In the  quarter  ended  March  31,  2000,  the Bank  aggressively  reviewed  the
repossessed  vehicle  valuation  estimates and determined  that the estimates of
value  were not  supported  and  wrote  down  the  balances  based on the  claim
experience  obtained with the credit default insurance  coverage.  Prior to this
time, the Bank had little history with submitting claims with the credit default
insurance,  and carried the repossessed assets at their expected recovery value.
o The Bank also was more aggressive in pricing and selling repossessed  vehicles
beginning in the quarter ended March 31, 2000.

     Real estate owned decreased from $548,000 at September 30, 1999 to $299,000
at March 31, 2000 due to sales that resulted in a net loss of $3,000.

     Deposits  increased  $3.1  million  to $76.3  million  at March  31,  2000,
compared  to $73.2  million at  September  30,  1999,  offset by a  decrease  in
escrowed funds for property taxes related to real estate loans held by the Bank.

     Stockholders'  equity in the Company decreased  $542,000 to $1.6 million at
March 31, 2000 from $2.1  million at  September  30, 1999 due to the net loss in
the first half of the fiscal  year.  In  addition,  during the six months  ended
March 31, 2000, the Company issued a stock dividend of 42,997 shares.

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/CFO, Senior Vice
President/Financial  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 increase the matching of its interest-earning assets with 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.



                                       8
<PAGE>

     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  implemented  an
active, 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  March  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.  As illustrated in the table, the NPV of First
Federal is very rate insensitive. This occurs principally because, First Federal
has a large  portfolio  of  short-term  (less than five years) or variable  rate
assets and as rates  rise,  these  assets are less  sensitive  to  increases  in
interest rate and  prepayment  speed.  When rates decline  significantly,  First
Federal does not  experience a significant  rise in market value for these loans
for the same reasons.  OTS  assumptions  are used in calculating  the amounts in
this table.

                                                        Acceptable Limits
         Change in                                       Established by
       Interest Rate  Estimated    At March 31, 2000   Board of Directors
      (Basis Points)     NPV     $ Change   % Change     % Change
                             (Dollars in Thousands)

         +300           8,929       -762        -8%         -10
         +200           9.252       -439        -5%          -8
         +100           9,518       -172        -2%          -6
            0           9,691          0         0%           0
         -100           9,722        +32         0%          -6
         -200           9,699         +8         0%          -8
         -300           9,852       +162        +2%         -10


     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 change in interest rates,  First Federal would
experience a 5% decrease NPV in a rising rate environment. As of March 31, 2000,
a decrease  in  interest  rates of 200 basis  points  would have  resulted in no
change in NPV of First Federal.



                                       9
<PAGE>

     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,  past actual
loan loss experience, the general prevailing economic conditions, changes in the
size,  composition  and  risks  inherent  in  the  loan  portfolio,  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.
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.

     The Company  recorded a provision for loan losses in the amount of $237,000
for the six months ending March 31, 2000, as compared to a $50,000 provision for
the same period in 1999. Management increased the loan loss provision because of
the  losses  associated  with the Second  Chance  Auto loan  program  during the
quarter  ended  March 31,  2000.  As a result of these  losses,  the Company has
terminated  its Second Chance Auto Lending  program.  Prior to fiscal year 2000,
the Bank did not  provide an  allowance  for  anticipated  loan losses on Second
Chance Auto Loans.  Management  fully  expected to collect any potential  losses
from the credit default insurance coverage, based on their interpretation of the
policy  coverage and based upon the  expected  recovery  value of the  vehicles.
During the  quarter  ended  March 31,  2000,  both the  insurance  reimbursement
realized  on the  repossessed  vehicles  and the  actual  recovery  value of the
vehicles were lower than expected,  resulting in actual losses that were greater
than anticipated.  The allowance for loan losses is now calculated,  taking into
account the recent loss experience associated on the Second Chance Auto Loans.

     Total  non-performing  assets decreased for the period ended March 31, 2000
to $1.2 million or 1.46% of total assets as compared to $2.7 million or 3.31% of
total assets at  September  30,  1999.  Much of the  decrease in  non-performing
assets was primarily attributable to a $900,000 reduction in loan delinquencies.

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, 2000 AND MARCH 31, 1999

     The Company  reported a net loss after taxes of $542,000 for the six months
ended March 31,  2000,  compared to net income of $247,000  reported for the six
months  ended March 31, 1999.  The  decrease in  earnings,  as discussed in more
detail  below,  resulted  primarily  from a $360,000  decrease in the  Company's
noninterest  income, a $359,000  increase in noninterest  expense and a $187,000
increase in the provision for loan losses.



                                       10
<PAGE>

     Net interest  income  decreased  $66,000 to  $1,898,000  for the six months
ended March 31, 2000 from  $1,964,000 for the same period in 1999. This decrease
was attributable  primarily to a decrease in interest income of $128,000 due, in
part, to the sale of $2.6 million in Second Chance Auto Loan  participations  in
September 1999 partially  offset by a decrease in interest expense of $62,000 in
interest  expense due to the  maturation  of higher  yielding  deposits  and the
reinvestment  of these  deposits  into accounts  paying lower rates.  The spread
between the average  yield on interest  earning  assets and the average  cost of
funds  increased  to 6.12% at March 31, 2000 from 5.94% at March 31,  1999.  The
Company anticipates that this spread will decrease as lower yielding assets that
exhibit  less credit  risk  replace  higher  yielding  Second  Chance Auto Loans
currently held in portfolio.

     Noninterest  income decreased $360,000 to $567,000 for the six months ended
March 31,  2000 from  $927,000  for the six months  ended March 31,  1999.  This
decrease can be attributed  to a decline in gains on sale of loans.  For the six
months ended March 31,  1999,  the Company  recorded a $211,000  gain on sale of
loans originated through its Second Chance Auto Loan Program,  compared to $0 in
the  current  fiscal  year to date,  and a  $140,000  gain on sale of loans  and
servicing rights  originated  through its Mortgage Loan Production Office in the
six months ended March 31, 1999, compared to $100,000 in the current fiscal year
to date.  In  addition,  for the six months  ended March 31,  2000,  the Company
recorded a $189,000  decrease in other  noninterest  income primarily  resulting
from the recording of a refund of credit default  insurance from its insurer and
the  recording of an after-tax  casualty loss for hail damage to the premises of
the Bank and to  Bank-owned  vehicles in the six months  ended  March 31,  1999.
These  decreases in noninterest  income were  partially  offset by net servicing
income of $115,000  related to  servicing  Second  Chance Auto Loan Program loan
participations. The Company is substantially dependent on its noninterest income
in order to achieve net  income.  Gains on the sales 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 sales 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  increased  $359,000 to $2,849,000  for the six months
ended March 31, 2000 from  $2,490,000  for the six months  ended March 31, 1999.
Compensation and benefits  increased  $170,000 as a result of an increase in the
number of employees  due  primarily to the  expansion of the Second  Chance Auto
Loan  Program  and  mortgage  lending  departments.  The Company  anticipates  a
commensurate  decline in compensation and benefits due to the discontinuation of
the Second Chance Auto Lending Program. Net loss on repossessed assets increased
$169,000  primarily as a result of the write-down of asset valuation  reflecting
the change in the estimate of recovery value.

     Income tax expense (benefit)  decreased $ 283,000 to $(179,000) for the six
months  ended March 31, 2000 from  $104,000  for the six months  ended March 31,
1999 due to the loss  recorded  before the  provision for income tax. The period
reflected  tax  rates of 29% and 30% for March  31,  2000 and  March  31,  1999,
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, 2000 AND MARCH 31, 1999

     The Company  reported net loss after taxes of $375,000 for the three months
ended March 31, 2000,  compared to net income of $112,000 reported for the three
months  ended March 31, 1999.  The  decrease in  earnings,  as discussed in more
detail  below,  resulted  primarily  from a $251,000  decrease in the  Company's
noninterest  income, a $215,000  increase in noninterest  expense and a $177,000
increase in provision for loan loss.

     Net  interest  income  decreased  $18,000 to $959,000  for the three months
ended March 31, 2000 from  $977,000 for the same period in 1999.  This  decrease
was attributable  primarily to an increase of $15,000 in interest expense due to
the increase in FHLB advances held by the Bank for Y2K liquidity  purposes.  The
spread between the average yield on interest earning assets and the average cost
of funds  increased to 6.40% at March 31, 2000 from 5.87% at March 31, 1999. The
Company anticipates that this spread will decrease as lower yielding assets that
exhibit  less credit  risk  replace  higher  yielding  Second  Chance Auto Loans
currently held in portfolio.



                                       11
<PAGE>

     Noninterest  income  decreased  $251,000 to $276,000  for the three  months
ended March 31, 2000 from  $527,000  for the three  months ended March 31, 1999.
This  decrease  can be  partially  attributed  to a decline  in gains on sale of
loans.  For the three  months  ended  March 31,  1999,  the  Company  recorded a
$131,000  gain on sale of loans  originated  through its Second Chance Auto Loan
Program,  compared to $0 in the current fiscal year to date, and an $81,000 gain
on sale of loans and  servicing  rights  originated  through its  Mortgage  Loan
Production Office in the three months ended March 31, 1999,  compared to $49,000
in the three  months ended March 31,  2000.  In  addition,  for the three months
ended  March 31,  2000,  the  Company  recorded  a  $133,000  decrease  in other
noninterest  income  primarily  resulting  from the  recording  of an  after-tax
casualty  loss for hail  damage to the  premises  of the Bank and to  Bank-owned
vehicles in the six months ended March 31, 1999.  These decreases in noninterest
income  were  partially  offset by net  servicing  income of $55,000  related to
servicing  Second Chance Auto Loan Program loan  participations.  The Company is
substantially  dependent  on its  noninterest  income  in order to  achieve  net
income.  Gains on the sales 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 sales 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 increased  $215,000 to $1,559,000 for the three months
ended March 31, 2000 from  $1,344,000 for the three months ended March 31, 1999.
Compensation and benefits increased $52,000 primarily as a result of an increase
in the number of employees  due  primarily to the expansion of the Second Chance
Auto Loan Program and mortgage lending  departments.  The Company  anticipates a
commensurate  decline in compensation and benefits due to the discontinuation of
the Second Chance Auto Lending Program. Net loss on repossessed assets increased
$168,000  primarily as a result of the write-down of asset valuation  reflecting
the change in the estimate of recovery value.

     Income tax expense (benefit) decreased $174,000 to $(156,000) for the three
months  ended March 31, 2000 from  $18,000 for the three  months ended March 31,
1999 due to the loss  recorded  before the  provision for income tax. The period
reflected  tax  rates of 29% and 14% for March  31,  2000 and  March  31,  1999,
respectively.

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,  2000,  the  Company  had  commitments  to  originate  loans,
including loans in process, totaling $4.0 million. The Company also had $399,000
of  outstanding  unused lines of credit and  $302,000 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.  The Company also has the ability, if needed, to borrow up to $29.4
million from the FHLB of Dallas for liquidity  purposes.  At March 31, 2000, the
Company had no advances outstanding from the FHLB of Dallas.



                                       12
<PAGE>

     Federal regulations require insured institutions to maintain minimum levels
of liquid  assets.  As of March  31,  2000,  the  minimum  regulatory  liquidity
requirement  was 4% of the sum of First  Federal's  average daily balance of net
withdrawable  deposit  accounts and  borrowings  payable in one year or less. At
March 31, 2000,  First Federal's  regulatory  liquidity  ratio was 4.96%.  First
Federal uses its capital resources  principally to meet its ongoing  commitments
to fund  maturing  certificates  of  deposits  and  deposit  withdrawals,  repay
borrowings,  fund  existing  and  continuing  loan  commitments,   maintain  its
liquidity and meet operating expenses.

     At March 31, 2000,  the Bank had Core Capital of $5.3 million,  or 6.39% of
total assets,  which was $2.0 million above the minimum  capital  requirement of
$3.3 million or 4% of total assets.

     At March 31, 2000,  the Bank had total  Risk-based  Capital of $5.8 million
and risk-weighted  assets of $68.7 million or total Risk-based  Capital of 8.47%
of risk-weighted  assets.  This amount was $325,000 above the minimum regulatory
requirement of $5.5 million, or 8.0% of risk-weighted assets.

     In May 2000 the Office of Thrift Supervision  formally  designated the Bank
to be in  "troubled  condition"  and a  "problem  association"  due to its total
capital to  risk-weighted  assets ratio being only marginally  above the minimum
required amount after taking into account the losses associated with repossessed
automobiles  and the increase in the  allowance  for loan losses  related to the
Second  Chance  Auto Loan  Program.  As a result,  the Bank is subject to growth
restrictions  limiting any increase in total assets during any quarter in excess
of an amount equal to interest  credited on deposits  during the quarter without
the  prior  written  approval  of the OTS,  prior OTS  review  of all  executive
compensation,  prior notice to OTS of all  transaction  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  does  not  expect  these
operating  restrictions  to have a material  adverse  effect on its  operations;
however,  the Company's 11 1/2% debentures due March 31, 2003 require  quarterly
interest  payments  of  approximately  $105,000.  The  Company is  dependent  on
dividends from the Bank in order to pay the interest on the debentures, next due
July 15,  2000.  Although  the  Company  has  applied  to the OTS for a $120,000
dividend  from  the  Bank in order to pay the  interest  on the  debentures  and
operating  expenses of the Company,  there can be no assurance that the OTS will
approve the dividend. 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.

NEW ACCOUNTING PRONOUNCEMENTS

     Statement  of  Financial  Accounting  Standards  No. 133,  "Accounting  for
Derivative  Instruments and Hedging  Activities" (SFAS No. 133"), issued in June
1998,  must be  adopted  as of  October  1,  2001.  This  Statement  establishes
accounting and reporting standards for derivative financial  instruments and for
hedging  activities.  Upon adoption of the Statement,  all  derivatives  must be
recognized  at fair value as either  assets or  liabilities  in the statement of
financial  position.  Changes in the fair value of derivatives not designated as
hedging instruments are to be recognized currently in earnings.  Gains or losses
on  derivatives  designated as hedging  instruments  are either to be recognized
currently  in  earnings  or  are  to  be  recognized  as a  component  of  other
comprehensive  income,  depending on the intended use of the derivatives and the
resulting designations. Upon adoption, retroactive application of this Statement
to  financial   statements  of  prior  periods  is  not  permitted.   Management
anticipates  the adoption of SFAS No. 133 will not have a material impact on the
financial condition or operations of the Bank.

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 the words 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.




                                       13
<PAGE>

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.





                                       14
<PAGE>

                           PART II- OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

(a) On February 24, 2000 the Company held its Annual Meeting of Stockholders.

     (b) Stockholders  voted on the following  matters:

     (i)  The election of the following directors of the Company:

                                             VOTE             VOTES
                                              FOR            WITHHELD

                  Robert H. Conaway         281,501           2,510
                  Ken L. Hayes              283,669             343
                  George Koenig             283,702             310
                  Joseph W. Krolczyk        281,469           2,543
                  Charles Neelley           282,300           1,662
                  Richard L. Peacock        280,965           2,937
                  Roland Ruffino            281,359           2,543
                  Gary A. Snoe              281,359           2,543
                  J. Stanley Stephen        283,515             387
                  Ernest A. Wentrcek        280,965           2,937
                  Helen Chavarria           281,282           2,730

     (ii) The  ratification of the appointment of Crowe,  Chizek and Company LLP
          as Auditors of the  Company for the fiscal year ending  September  30,
          1999:

                  VOTES             FOR         AGAINST ABSTAIN
                 282,150             0               1,752



                                       15
<PAGE>

ITEM 5.  OTHER INFORMATION

     The Company  reported on May 5, 2000, that J. Stanley  Stephen,  a Director
and the Chief  Executive  Officer of the Company and the Bank had  announced his
retirement.  Subsequently,  David R. Rinehart has been named President and Chief
Executive Officer of the Company and the Bank. Mr. Rinehart has over 25 years of
experience with different financial entities,  including most recently as Senior
Vice  President/Strategic  Planning of AEGIS Mortgage  Corporation.  Immediately
before joining AEGIS Mortgage  Corporation,  Mr. Rinehart was the Executive Vice
President  and Chief  Financial  Officer  of Fort Bend  Holding  Corp.,  and its
subsidiary,  Fort Bend Federal Savings and Loan Association from 1988 until Fort
Bend's acquisition in 1999. In addition, William L. Wantuck, the Chief Financial
Officer of the Company and the Bank has been named  Chief  Operating  Officer of
the Company and the Bank.  Lastly,  Directors Gary A. Snoe and Robert H. Conaway
have been elected Chairman and Vice Chairman of the Board,  replacing Richard L.
Peacock  and  Ernest  Wentrcek,  who  remain as  Directors.  Director  Joseph W.
Krolczyk was appointed Secretary and Treasurer of the Board.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     None.







                                       16
<PAGE>

                                   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:  July 8, 2000          /s/ Gary Snoe
       ------------          ---------------------------------------------------
                             Gary Snoe
                             Chairman of the Board of Directors


Date:  July 8, 2000          /s/ William L. Wantuck
       ------------          ---------------------------------------------------
                             William L. Wantuck
                             Executive Vice President, Chief Operating Officer
                               and Chief Financial Officer




                                       17