**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 December 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

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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)                         



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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 March 28, 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 | 13
| | ----------------- | --
| | Signatures        | 14

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

|                                                                                                                                                                           | December2000 | September2000
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | -------------
|**ASSETS**                                                                                                                                                                 |              |              
|Cash and due from banks                                                                                                                                                    | $	3,324      | $	2,781      
|Interest-bearing deposits in other financial institutions                                                                                                                  | 3,428        | 4,667        
|Total cash and cash equivalents                                                                                                                                            | 6,752        | 7,448        
|Securities available-for-sale                                                                                                                                              | 1,376        | 5            
|Securities held-to-maturity, at cost (fair value: December. - $484;     September. - $502)                                                                                 | 487          | 522          
|Loans held for sale                                                                                                                                                        | 3,571        | 3,872        
|Loans receivable, net (net of allowance for loan losses:     December. - $332; September. - $415)                                                                          | 66,154       | 67,561       
|Federal Home Loan Bank stock                                                                                                                                               | 443          | 436          
|Servicing rights                                                                                                                                                           | 212          | 279          
|Real estate owned (net of allowance for losses:   December. - $22; September. - $22)                                                                                       | 342          | 377          
|Repossessed assets and insurance claims (net of allowance   
  for losses:  December. - $122; September. - $96)                                                            | 1,091        | 889          
|Premises and equipment                                                                                                                                                     | 2,146        | 2,180        
|Accrued interest receivable                                                                                                                                                | 657          | 647          
|Other assets                                                                                                                                                               | 495          | 710          
|                                                                                                                                                                           | $	83,726     | $	84,926     
|**LIABILITIES AND STOCKHOLDERS' EQUITY**                                                                                                                                   |              |              
|Liabilities                                                                                                                                                                |              |              
|Deposits                                                                                                                                                                   | $	76,144     | $	73,686     
|Advance payments by borrowers for insurance and taxes                                                                                                                      | 148          | 779          
|Advances from Federal Home Loan Bank                                                                                                                                       | -            | 3,000        
|Debentures                                                                                                                                                                 | 3,629        | 3,629        
|Accrued supplemental retirement plan benefits                                                                                                                              | 594          | 594          
|Accrued interest payable and other liabilities                                                                                                                             | 1,001        | 988          
|                                                                                                                                                                           | 81,516       | 82,676       
|Minority interest                                                                                                                                                          | 873          | 873          
|Stockholders' equity                                                                                                                                                       |              |              
|Common stock - par value $.01 per share; authorized
         1,500,000 shares, issued 471,411 shares at September 30, 2000         and 471,406 shares at December 31, 2000 | 5            | 5            
|Additional paid-in capital                                                                                                                                                 | 2,117        | 2,117        
|Retained deficit                                                                                                                                                           | (785)        | (745)        
|                                                                                                                                                                           | 1,337        | 1,377        
|                                                                                                                                                                           | $	83,726     | $	84,926     

See accompanying notes to consolidated financial statements

**THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY

BRYAN/COLLEGE STATION, TEXAS

CONSOLIDATED STATEMENTS OF OPERATIONS**
For the three months ended December 31, 2000 and 1999
(Unaudited)

In thousands, except per share data

|                                                                                                               | December2000 | December1999
|-------------------------------------------------------------------------------------------------------------- | ------------ | ------------
|Interest income                                                                                                |              |             
|Loans                                                                                                          | $	1,851      | $	1,785     
|Mortgage-backed securities                                                                                     | 20           | 9           
|Other                                                                                                          | 44           | 32          
|Total interest income                                                                                          | 1,915        | 1,826       
|Interest expense                                                                                               |              |             
|Deposits                                                                                                       | 863          | 766         
|Debentures and other borrowings                                                                                | 110          | 121         
|Total interest expense                                                                                         | 973          | 887         
|**Net interest income**                                                                                        | 942          | 939         
|Provision for loan losses                                                                                      | 111          | 30          
|**Net interest income after provision for loan losses**                                                        | 831          | 909         
|Noninterest income                                                                                             |              |             
|Service charges                                                                                                | 194          | 173         
|Gain on sale of loans and servicing rights                                                                     | 31           | 51          
|Servicing fee income, net of amortization                                                                      | 5            | 60          
|Other                                                                                                          | (5)          | 7           
|Total noninterest income                                                                                       | 225          | 291         
|Noninterest expense                                                                                            |              |             
|Compensation and benefits                                                                                      | 512          | 666         
|Occupancy and equipment expense                                                                                | 152          | 124         
|Federal insurance premiums                                                                                     | 10           | 16          
|Net loss (gain) on real estate owned, repossessed assets and         	   insurance claims, including provision | (20)         | 3           
|Professional fees                                                                                              | 113          | 41          
|Data processing                                                                                                | 76           | 67          
|Other                                                                                                          | 261          | 373         
|Total noninterest expense                                                                                      | 1,104        | 1,290       
|**Loss before income taxes and    cumulative effect of a change in accounting principle**                      | $	(48)       | $	(90)      
|Income tax benefit                                                                                             | (8)          | (23)        
|**Loss before cumulative effect of a change in    accounting principle**                                       | $	(40)       | $	(67)      
|Cumulative effect of a change in accounting principle                                                          | -            | (100)       
|**Net loss**                                                                                                   | $	(40)       | $	(167)     
|**Loss per common share, basic and diluted**                                                                   |              |             
|Loss per share before cumulative effect of a       change in accounting principle                              | $	(.08)      | $	(.16)     
|Cumulative effect of a change in accounting principle                                                          | -            | (.23)       
|Loss per share                                                                                                 | $	(.08)      | $	(.39)     

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 three months ended December 31, 2000 and 1999
(Unaudited)
In thousands

---

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Three Months Ended
	December 31,
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 2000                            
|**Cash flows from operating activities**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                 
|Net loss                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | $	(40)                          
|Adjustments to reconcile net loss to net cash             from operating activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                 
|Depreciation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 62                              
|Amortization of premiums and discounts on                   investment
and mortgage-backed securities, net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 2                               
|Net change in loans held for sale                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 332                             
|Net change in servicing rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 67                              
|Change in deferred loan origination fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 5                               
|Net (gains) losses on sales of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                 
|Mortgage loans and mortgage servicing rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (31)                            
|Real estate owned, repossessed assets and insurance claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (20)                            
|Provision for loan losses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 111                             
|Federal Home Loan Bank stock dividend                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (7)                             
|Cumulative effect of a change in accounting principle                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | -                               
|Change in

Repossessed assets
(192)
-Accrued interest receivable
(10)
(28)Other assets
215
40Accrued interest payable and other liabilities
13
(118)Net cash from operating activities
507
(758)**Cash flows from investing activities**Net change  in loans receivable
1,191
(1,245)Investment in mortgage-backed and other securities
(1,371)
-Principal payments on mortgage-backed securities
33
32Proceeds from sale of mortgage servicing rights
-
20Investment in office properties and equipment, net
(28)
(265)Proceeds from sale of foreclosed real estate
149
2Capital expenditures on foreclosed real estate
(4)
(9)Net cash from investing activities
(30)
(1,465)**Cash flows from financing activities**Net increase in deposits
2,458
374Net decrease in advance payments by          	  borrowers for insurance and taxes
(631)
(574)Net change in Federal Home Loan Bank advances
(3,000)
4,000Net cash from financing activities
(1,173)
3,800Change in cash and cash equivalents
(696)
1,577Cash and cash equivalents at beginning of period
7,448
4,705**Cash and cash equivalents at end of period**
$	6,752
$	6,282 | Repossessed assets              
|Repossessed assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (192)                           
|Accrued interest receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (10)                            
|Other assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 215                             
|Accrued interest payable and other liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 13                              
|Net cash from operating activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 507                             
|**Cash flows from investing activities**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                 
|Net change  in loans receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 1,191                           
|Investment in mortgage-backed and other securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (1,371)                         
|Principal payments on mortgage-backed securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 33                              
|Proceeds from sale of mortgage servicing rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | -                               
|Investment in office properties and equipment, net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (28)                            
|Proceeds from sale of foreclosed real estate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 149                             
|Capital expenditures on foreclosed real estate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (4)                             
|Net cash from investing activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (30)                            
|**Cash flows from financing activities**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                 
|Net increase in deposits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 2,458                           
|Net decrease in advance payments by          	  borrowers for insurance and taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (631)                           
|Net change in Federal Home Loan Bank advances                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (3,000)                         
|Net cash from financing activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (1,173)                         
|Change in cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (696)                           
|Cash and cash equivalents at beginning of period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 7,448                           
|**Cash and cash equivalents at end of period**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | $	6,752                         

See accompanying notes to consolidated financial statements

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

**NOTE 2 - ALLOWANCE FOR LOAN LOSSES**

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

| |                                 | Three Months EndedDecember 31,
| | ------------------------------- | ------------------------------
| |                                 | 2000                          
| |                                 | (In thousands)                
| | Balances, beginning of period   | $	415                         
| | Provision charged to operations | 111                           
| | Charge-offs                     | (203)                         
| | Recoveries                      | 9                             
| | Balances, end of period         | $	332                         

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

The Company had a "Second Chance" loan program that originated loans to individuals with less than
prime credit that 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:

| |                   | Three Months EndedDecember 31,
| | ----------------- | ------------------------------
| |                   | 2000                          
| | Beginning balance | $	96                          
| | Provision         | 26                            
| | Charge-offs       | -                             
| | Ending balance    | $	122                         

**NOTE 4 - CAPITAL REQUIREMENTS**

The Bank is subject to various regulatory capital requirements administered by the federal banking
agencies.  The 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 December 31, actual capital levels of the Bank and minimum required levels were:

|                                                 | Actual | Miniumum Requiredfor CapitalAdequacy Purposes | Miniumum Requiredto Be WellCapitalized
|------------------------------------------------ | ------ | --------------------------------------------- | --------------------------------------
|                                                 | Amount | Ratio                                         | Amount                                
|2000                                             |        |                                               |                                       
|Total capital (to risk-weighted assets)          | $5,802 | 9.15%                                         | $5,073                                
|Tier 1 (core) capital (to risk-weighted assets)  | 5,547  | 8.75                                          | 2,536                                 
|Tier 1 (core) capital (to adjusted total assets) | 5,547  | 6.64                                          | 3,341                                 
|1999                                             |        |                                               |                                       
|Total capital (to risk-weighted assets)          | $6,239 | 9.03%                                         | $5,528                                
|Tier 1 (core) capital (to risk-weighted assets)  | 5,888  | 8.52                                          | 2,764                                 
|Tier 1 (core) capital (to adjusted total assets) | 5,888  | 7.12                                          | 3,307                                 

**NOTE 5 - LOSS PER COMMON SHARE**

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

| |                                     | Three Months EndedDecember 31,
| | ----------------------------------- | ------------------------------
| |                                     | 2000                          
| | **EPS Computation**                 |                               
| | Net loss                            | $	       	(40)                
| | Weighted average shares outstanding | 471,411                       
| | Loss per common share               | $       	(.08)                

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 three months ended December
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 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 $1.2 million to $83.7 million at December 31, 2000 from $84.9
million at September 30, 2000.  Net loans receivable (excluding loans held for sale) decreased $1.6 million to $66.0
million at December 31, 2000, compared to $67.6 million at September 30, 2000.  During the three months ended
December 31, 2000, the Company originated $768,000 of mortgage loans, including $638,000 secured by one- to four-family residential loans and $4.0 million in residential construction loan commitments.  In addition, the Company originated
$520,000 in consumer loans and $1.7 million in commercial business loans.

Securities available for sale increased $1.4 million 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
$1.1 million at December 31, 2000.  This increase was due primarily to the Bank aggressively repossessing vehicles when
borrowers become delinquent partially offset by the Bank aggressively writing-down the fair market value of the
vehicles at the time of repossession.

Real estate owned decreased from $377,000 at September 30, 2000 to $342,000 at December 31, 2000 due
to sales that resulted in a net gain of $3,000.

Deposits increased $2.4 million to $76.1 million at December 31, 2000, compared to $73.7 million at
September 30, 2000, 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
was a result of increased deposits and a reduction in loans receivable.

Stockholders' equity in the Company decreased $40,000 to $1,337,000 at December 31, 2000 from
$1,377,000 at September 30, 2000 due to the net loss in the first three 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 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.

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

*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

**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, 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 $111,000 for the three months ended
December 31, 2000, as compared to a $30,000 provision for the same period in 1999.  Management increased the
loan loss provision during the quarter ended December 31, 2000 as a result of aggressively repossessing vehicles
and writing-down outstanding balance to estimated recoverable values.

Total non-performing assets increased for the period ended December 31, 2000 to $1.9 million or 2.27% of
total assets as compared to $1.6 million or 1.88% of total assets at September 30, 2000.  The increase in non-performing assets was primarily attributable to a $202,000 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 three months ended December 31, 2000 and December 31, 1999**

The Company reported net loss after taxes of $40,000 for the three months ended December 31, 2000,
compared to a net loss of $167,000 reported for the three months ended December 31, 1999.  The decrease in loss,
as discussed in more detail below, resulted primarily from a $100,000 loss from a cumulative effect of a change in
accounting principle that was recorded in the three months ended December 31, 1999.

Net interest income was essentially unchanged for the three months ended December 31, 2000 from the
same period in 1999.  The spread between the average yield on interest earning assets and the average cost of funds
increased to 6.17% at December 31, 2000 from 6.12% at December 31, 1999.  The Company anticipates that this
spread will 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 $66,000 to $225,000 for the three months ended December 31, 2000 from
$291,000 for the three months ended December 31, 1999.  This decrease can be partially attributed to a decline in
gains on sale of loans and servicing rights.  For the three months ended December 31, 1999, the Company recorded
a $51,000 gain on sale of loans and servicing rights originated through its mortgage loan production office,
compared to $31,000 in the three months ended December 31, 2000.  The origination and sale of mortgage loans in
the secondary market was less due primarily to a lower demand for mortgage loans.  In addition, for the three
months ended December 31, 1999, the Company recorded $60,000 in net servicing fee related to servicing Second
Chance Auto Loan Program loan participations, compared to $5,000 in the three months ended December 31, 2000.
The decrease in net servicing fees was primarily a result of the write-down of servicing assets due to increased
payoffs and repossessions of the underlying assets.  These decreases in noninterest

Noninterest expense decreased $186,000 to $1,104,000 for the three months ended December 31, 2000
from $1,290,000 for the three months ended December 31, 1999.  This decrease was the result of decreased
compensation and benefits of $154,000 resulting from a staff reduction implemented in June 2000, and a decline in
operating expenses primarily as a result of discontinuing the Second Chance Vehicle Loan program.

Income tax benefit decreased $15,000 to $8,000 for the three months ended December 31, 2000 from
$23,000 for the three months ended December 31, 1999 due to the losses recorded for the periods.  The periods
reflected tax rates of 26% for December 31, 2000 and 17% for December 31, 1999.

**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 December 31, 2000, the Company had commitments to originate loans, including loans in process,
totaling $3.4 million.  The Company also had $696,000 of outstanding unused lines of credit and $156,000 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 December 31, 2000, the Company had no advances outstanding from the FHLB of
Dallas.

Federal regulations require insured institutions to maintain minimum levels of liquid assets.  As of December
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 December 31, 2000, First Federal's
regulatory liquidity ratio was 7.51%.  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 December 31, 2000, the Bank had Tier I capital of $5.5 million, or 6.64% of total assets, which was
$2.2 million above the minimum capital requirement of $3.3 million or 4% of total assets.

At December 31, 2000, the Bank had total risk-based capital of $5.8 million and risk-weighted assets of
$63.4 million or total Risk-based Capital of 9.15% of risk-weighted assets.  This amount was $729,000 above the
minimum regulatory requirement of $5.1 million, or 8.0% of risk-weighted assets.

As a result of regulatory classification by the Office of Thrift Supervision, the Bank is subject to 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 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 has

**New Accounting Pronouncements**

Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (SFAS No. 133"), issued in June 1998, was adopted as of October 1, 2000.  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.  The adoption of SFAS No. 133 did 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. 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 December 22, 2000, the Company filed a press release on Form 8-K that it had entered into a
Supervisory Agreement with the Office of Thrift Supervision.

**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:                April 10, 2001 | /s/ David D. RinehartDavid D. RinehartPresident, Chief Executive                                                       
|Date:                April 10, 2001 | /s/ William L. WantuckWilliam L. WantuckExecutive Vice President, Chief Operating Officer and   Chief Financial Officer