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 and
       Exchange Act of 1934 For the quarterly period ended June 30, 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                              (I.R.S. Employer
of incorporation of organization)                         Identification No.)


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


                                 (979) 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 August 8, 2000
                ------------         --------------------
                Common Stock             471,406



                                       1
<PAGE>



               THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY
                                  BRYAN, TEXAS

                                   FORM 10-QSB


                         PART I - FINANCIAL INFORMATION


ITEM 1 - FINANCIAL STATEMENTS
                                                                        Page

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

  Consolidated Statements of Income/ (Loss)...............................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
                      June 30, 2000 and September 30, 1999
                                   (Unaudited)
                  In thousands, except share and per share data
--------------------------------------------------------------------------------

                                                  June 30,     September 30,
                                                    2000           1999
                                                ------------   ------------

ASSETS
Cash and due from banks                          $     4,172    $     3,086
Interest-bearing deposits in other
 financial institutions                                1,748          1,619
                                                 -----------    -----------
     Total cash and cash equivalents                   5,920          4,705

Securities available-for-sale                              5              5
Securities held-to-maturity                              559            692
Loans held for sale                                    4,196          2,464
Loans receivable, net                                 68,502         67,974
Federal Home Loan Bank stock                             429            404
 Servicing rights                                        345            545
Real estate owned                                        142            548
Repossessed assets, net                                  500            937
Premises and equipment                                 2,208          2,099
Accrued interest receivable                              605            613
Other assets                                             954            883
                                                 -----------    -----------
                                                 $    84,365    $    81,869
                                                 ===========    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
     Deposits                                    $    76,555    $    73,240
     Advance payments by borrowers for
       insurance and taxes                               571            818
     Debentures (11.5%)                                3,629          3,629
     Accrued interest payable and other
       liabilities                                     1,127          1,194
                                                 -----------    -----------
                                                      81,882         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 June 30, 2000                                5              4
     Additional paid-in capital                        2,117          2,060
     Retained earnings (deficit)                        (512)            51
                                                 -----------    -----------
                                                       1,610          2,115
                                                 -----------    -----------
                                                 $    84,365    $    81,869
                                                 ===========    ===========

          See accompanying notes to consolidated financial statements

                                       3
<PAGE>



               THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY
                          BRYAN/COLLEGE STATION, TEXAS
                    CONSOLIDATED STATEMENTS OF INCOME/(LOSS)
               For the nine months and three months ended June 30,
                                  2000 and 1999
                                   (Unaudited)
                       In thousands, except per share data
--------------------------------------------------------------------------------

                                         Nine Months Ended  Three Months Ended
                                               June 30,         June 30,
                                         -----------------  ------------------
                                           2000     1999     2000     1999
                                          ------   ------   ------   ------
Interest income
    Loans                                 $5,565   $5,508   $1,959   $1,835
    Mortgage-backed securities                25       37        8       12
    Other                                    105      139       51       32
                                          ------   ------   ------   ------
       Total interest income               5,695    5,684    2,018    1,879

Interest expense
    Deposits                               2,380    2,378      845      754
    Other borrowings                         350      324      106      107
                                          ------   ------   ------   ------
       Total interest expense              2,730    2,702      951      861
                                          ------   ------   ------   ------
NET INTEREST INCOME                        2,965    2,982    1,067    1,018

Provision for loan losses                    257       74       20       24
                                          ------   ------   ------   ------
NET INTEREST INCOME AFTER PROVISION
 FOR LOAN LOSSES                           2,708    2,908    1,047      994

Noninterest income
    Service charges                          528      565      202      204
    Gain on sale of loans and mortgage
      servicing rights                       176      447       76       96
    Servicing fee income, net of
      amortization                           148        -       33        -
    Other                                     30      264        4       49
                                          ------   ------   ------   ------
       Total noninterest income              882    1,276      315      349

Noninterest expense
    Compensation and benefits              1,990    1,737      677      594
    Occupancy and equipment expense          396      406      120      131
    Federal insurance premiums                35       48       10       16
    Net loss on real estate owned,
       including provision                     9       19        7        2
    Net loss on repossessed assets,
       including provision                   316      141       18      129
    Professional fees                        210      227       95       91
    Data processing                          216      190       75       65
    Office supplies                          113      108       36       37
    Telephone                                 93       89       32       32
    Postage                                   99       80       33       26
    Other                                    647      700      192      132
                                          ------   ------   ------   ------
       Total noninterest expense           4,144    3,745    1,295    1,255
                                          ------   ------   ------   ------
INCOME (LOSS) BEFORE INCOME TAXES
  AND CUMULATIVE EFFECT OF A CHANGE
  IN ACCOUNTING PRINCIPLE                   (554)     439       67       88

Income tax (benefit) expense                (149)     144       30       40
                                          ------   ------   ------   ------
INCOME (LOSS) BEFORE CUMULATIVE
  EFFECT OF A CHANGE IN ACCOUNTING
  PRINCIPLE                                 (405)     295       37       48

Cumulative effect of a change in
  accounting principle                      (100)     ---      ---      ---
                                          ------   ------   ------   ------
NET INCOME (LOSS)                         $ (505)  $  295   $   37   $   48
                                          ======   ======   ======   ======

EARNINGS (LOSS) PER SHARE:
      Earnings/(loss) per share
        before cumulative effect of a
        change in accounting principle    $ (.86)  $  .69   $  .08   $  .10
      Cumulative effect of a change in
         accounting principle               (.21)     ---      ---      ---
                                          ------   ------   ------   ------
      Earnings/(loss) per share           $(1.07)  $  .69   $  .08   $  .10
                                          ======   ======   ======   ======


          See accompanying notes to consolidated financial statements



                                       4
<PAGE>



               THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY
                          BRYAN/COLLEGE STATION, TEXAS
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                For the nine months ended June 30, 2000 and 1999
                                   (Unaudited)
                                  In thousands

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

                                                     Nine Months Ended
                                                          June 30,
                                                   ---------------------
                                                     2000         1999
                                                   -------      --------
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss)                              $  (505)     $   295
    Adjustments to reconcile net income
      (loss) to net cash from operating
      activities
    Depreciation                                       182          250
    Amortization of premiums and discounts on
       investment and mortgage-backed
       securities, net                                   2            4
    Net change in loans held for sale               (1,601)      (3,506)
    Net change in servicing rights                     200         (261)
    Change in deferred loan origination fees            37           39
    Net (gains) losses on sales of
          Mortgage loans                              (131)        (336)
          Mortgage servicing rights                    (45)        (111)
          Real estate owned                              9           (1)
          Repossessed assets                           316          141
    Provision for losses on loans                      257           74
    Federal Home Loan Bank stock dividend              (25)         (16)
    Cumulative effect of a change in
       accounting principle                            100          ---
    Change in
          Repossessed assets                           121         (665)
          Accrued interest receivable                    8          (49)
          Other assets                                (171)        (118)
          Accrued interest payable and
            other liabilities                          (67)         275
                                                   -------      -------
    Net cash used in operating activities           (1,313)      (3,985)

CASH FLOWS FROM INVESTING ACTIVITIES
    Net change  in loans receivable                   (678)       2,352
    Principal payments on mortgage-backed
      securities and collateralized
      mortgage obligations                             131          146
    Proceeds from sale of mortgage
      servicing rights                                  45          111
    Investment in office properties and
      equipment, net                                  (291)        (307)
    Proceeds from sale of foreclosed
      real estate                                      311          205
    Capital expenditures on foreclosed
      real estate                                      (58)         (24)
                                                   -------      -------
       Net cash (used in) provided
         by investing activities                      (540)       2,483

CASH FLOWS FROM FINANCING ACTIVITIES
    Net increase in deposits                         3,315          315
    Net decrease in advance payments by
      borrowers for insurance and taxes               (247)        (240)
    Net change in Federal Home Loan Bank advances      ---          200
                                                   -------     --------
       Net cash provided by financing activities     3,068          275
                                                   -------     --------
Change in cash and cash equivalents                  1,215       (1,227)

Cash and cash equivalents at beginning of period     4,705        5,327
                                                   -------     --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD         $ 5,920     $  4,100
                                                   =======     ========

          See accompanying notes to consolidated 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 June 30,  2000 and  September  30,
1999,  and the results of its  operations  for the  three-month  and  nine-month
periods ended June 30, 2000 and 1999.

NOTE 2 - ALLOWANCE FOR LOAN LOSSES

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

                                            Nine Months Ended
                                                 June 30,
                                            ------------------
                                              2000       1999
                                            -------     ------
                                              (In thousands)

         Balances, beginning of period       $ 326      $ 307
         Provision charged to operations       257         74
         Charge-offs                          (117)       (31)
         Recoveries                             24          1
                                             -----      -----
              Balances, end of period        $ 490      $ 351
                                             =====      =====


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
ending June 30, 2000.  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.  The activity in the reserve for repossessed
assets was as follows:

                                          Nine Months Ended
                                               June 30,
                                          -----------------
                                           (In thousands)
                                           2000       1999
                                          ------    -------

             Beginning balance           $   21      $  60
              Provision                     282        141
              Charge-offs                  (247)       (60)
                                          -----      -----
              Ending balance              $  56      $ 141
                                          =====      =====


                                       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-Management's  Discussion and Analysis of Financial Condition and Results
of Operation -LIQUIDITY AND CAPITAL RESOURCES.

     At June 30, 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
                                                  -------   -----   ------     -----    ------    -----
<S>                                               <C>       <C>      <C>        <C>     <C>       <C>
2000
----
Total capital (to risk-weighted assets)           $6,252    9.13%    $5,480     8.00%   $6,850    10.00%
Tier 1 (core) capital (to risk-weighted assets)    5,762    8.41      2,740     4.00     4,110     6.00
Tier 1 (core) capital (to adjusted total assets)   5,762    6.85      3,362     4.00     4,203     5.00

1999
----
Total capital (to risk-weighted assets)           $6,239    9.03%    $5,528     8.00%   $6,910    10.00%
Tier 1 (core) capital (to risk-weighted assets)    5,888    8.52      2,764     4.00     4,146     6.00
Tier 1 (core) capital (to adjusted total assets)   5,888    7.12      3,307     4.00     4,134     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 June 30, 2000 and 1999 is
presented  below.  The  weighted  average  common  shares have been  restated to
reflect the stock dividend of 10% in January of 2000.

                             Nine Months Ended     Three Months Ended
                            --------------------   -------------------
                                  June 30,               June 30,
                            --------------------   -------------------
                              2000        1999       2000       1999
                            --------    --------   --------   --------
                                       (Dollars in thousands)
EPS COMPUTATION
Net income (loss)           $   (505)   $    295   $     37   $     48
                            --------    --------   --------   --------

Weighted average
  shares outstanding         471,406     471,406    471,406    471,406
                            --------    --------   --------   --------
Earnings (loss) per
  common share              $  (1.07)   $   .63    $    .08   $    .10
                            ========    ========   ========   ========

     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 nine months and three  months  ended June 30,
2000 and 1999 because to do so would have been anti-dilutive.


                                       7
<PAGE>

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/(loss) 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  increased by $2.5 million to $84.4 million at
June 30, 2000 from $81.9  million at September  30, 1999.  Net loans  receivable
(excluding  loans held for sale) increased $0.5 million to $68.5 million at June
30,  2000,  compared to $68.0  million at September  30,  1999.  During the nine
months ended June 30, 2000,  the Company  originated  $22.0  million of mortgage
loans, including $17.8 million secured by one- to four-family residential loans.
In addition,  the Company  originated  $17.6 million in consumer loans, of which
$7.0 million were Second  Chance Auto Loan  Program  loans,  and $6.9 million in
commercial business loans.

     Repossessed  assets  decreased  from  $937,000  at  September  30,  1999 to
$500,000 at June 30, 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 $142,000
at June 30, 2000 due to sales that resulted in a net loss of $9,000.

     Deposits increased $3.4 million to $76.6 million at June 30, 2000, compared
to $73.2  million  at  September  30,  1999,  offset by a seasonal  decrease  in
escrowed funds for property taxes related to real estate loans held by the Bank.




                                       8
<PAGE>


     Stockholders'  equity in the Company decreased  $505,000 to $1.6 million at
June 30, 2000 from $2.1 million at September 30, 1999 due to the net loss in the
first nine months of the fiscal year. In addition,  during the nine months ended
June 30, 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.

     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.




                                       9
<PAGE>


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.  OTS  assumptions are used in calculating the
amounts in this table.

                                                           Acceptable Limits
         Change in                         At               Established by
       Interest Rate    Estimated     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



                                       10
<PAGE>


     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 in the 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 the NPV of First Federal. While the above estimates are based on
data provided as of March 31, 2000, management believes that the Bank's interest
rate  risk as of June 30,  2000 has not  significantly  changed  from the  level
indicated in the above table.

     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
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.



                                       11
<PAGE>


     The Company  recorded a provision for loan losses in the amount of $257,000
for the nine months ended June 30, 2000, as compared to a $74,000  provision for
the same  period in 1999.  For the  quarter  ended June 30,  2000,  the  Company
recorded a provision for loan losses in the amount of $20,000,  as compared to a
$24,000  provision  for the same period in 1999.  Management  increased the loan
loss  provision  during the quarter  ended March 31, 2000.  As a result of these
loan 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 June 30, 2000 to
$1.2  million or 1.45% 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 $611,000 reduction in loan delinquencies,
a $406,000 reduction in real estate from foreclosure and a $437,000 reduction 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.


                                       12
<PAGE>

COMPARISON OF NINE MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999

     The Company reported a net loss after taxes of $505,000 for the nine months
ended June 30,  2000,  compared to net income of $295,000  reported for the nine
months  ended June 30,  1999.  The  decrease in  earnings,  as discussed in more
detail below,  resulted  primarily from a $183,000 increase in the provision for
loan  losses,  a $394,000  decrease in the  Company's  noninterest  income and a
$399,000 increase in noninterest expense.

     Net interest  income  decreased  $17,000 to $2,965,000  for the nine months
ended June 30,  2000 from  $2,982,000  for the same  period in 1999.  The spread
between the average  yield on interest  earning  assets and the average  cost of
funds  increased  to 6.52% at June 30,  2000 from  5.61% at June 30,  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 $394,000 to $882,000 for the nine months ended
June 30, 2000 from  $1,276,000  for the nine months  ended June 30,  1999.  This
decrease can be attributed to a decline in gains on sale of loans.  For the nine
months  ended June 30,  1999,  the Company  recorded a $211,000  gain on sale of
loans originated  through its Second Chance Auto Loan Program,  compared to none
in the  current  fiscal year to date,  and a $236,000  gain on sale of loans and
servicing rights  originated  through its Mortgage Loan Production Office in the
nine months ended June 30, 1999, compared to $176,000 in the current fiscal year
to date.  In  addition,  for the nine months  ended June 30,  1999,  the Company
recorded a $234,000  increase 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.. These decreases in noninterest income were
partially offset by net servicing income of $148,000 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  $399,000 to $4,144,000 for the nine months
ended June 30, 2000 from  $3,745,000  for the nine months  ended June 30,  1999.
Compensation and benefits  increased  $253,000 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 Second Chance Auto Lending
Program was ended  before June 30, 2000.  As a result,  there was a reduction in
the number of  employees  and  related  compensation  and benefit  expenses  The
Company anticipates a decline in compensation and benefits in future periods due
to the  discontinuation  of the Second Chance Auto Lending Program.  Net loss on
repossessed assets increased $187,000 primarily as a result of the write-down of
asset valuation reflecting the change in the estimate of recovery value.


                                       13
<PAGE>

     Income tax expense (benefit) decreased $ 293,000 to $(149,000) for the nine
months ended June 30, 2000 from $144,000 for the nine months ended June 30, 1999
due to the loss  recorded  before  the  provision  for  income  tax.  The period
reflected  tax  rates  of 27% and 33% for June  30,  2000  and  June  30,  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 JUNE 30, 2000 AND JUNE 30, 1999

     The Company reported net income after taxes of $37,000 for the three months
ended June 30,  2000,  compared to net income of $48,000  reported for the three
months  ended June 30,  1999.  The  decrease in  earnings,  as discussed in more
detail  below,  resulted  primarily  from a $40,000  increase  in the  Company's
noninterest expense, partially offset by an increase in net interest income.

     Net interest  income  increased  $49,000 to $1,067,000 for the three months
ended June 30, 2000 from  $1,018,000 for the same period in 1999.  This increase
was  attributable  primarily  to an increase  of $139,000 in interest  earned on
assets  partially  offset by an increase in interest  rates paid for deposits of
$90,000. The spread between the average yield on interest earning assets and the
average cost of funds increased to 6.52% at June 30, 2000 from 5.61% at June 30,
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 $34,000 to $315,000 for the three months ended
June 30, 2000 from  $349,000  for the three  months  ended June 30,  1999.  This
decrease can be partially attributed to a decline in gains on sale of loans. For
the three  months ended June 30,  1999,  the Company  recorded a $96,000 gain on
sale of  loans  and  servicing  rights  originated  through  its  Mortgage  Loan
Production  Office in the three months ended June 30, 1999,  compared to $76,000
in the three months ended June 30, 2000. In addition, for the three months ended
June 30,  1999,  the Company  recorded a $45,000  increase in other  noninterest
income  primarily  resulting  from the  recording of a refund of credit  default
insurance from its insurer..  This decrease in noninterest  income was partially
offset by net  servicing  income of $33,000  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.


                                       14
<PAGE>

     Noninterest  expense  increased  $40,000 to $1,295,000 for the three months
ended June 30, 2000 from  $1,255,000  for the three  months ended June 30, 1999.
This increase was the result of increased  compensation  and benefits of $83,000
and a decline in net loss on  repossessed  assets  from  $18,000 for the quarter
ended June 30, 2000 from $129,000 for the quarter ended June 30, 1999.

     Income tax  expense  (benefit)  decreased  $10,000 to $30,000 for the three
months ended June 30, 2000 from $40,000 for the three months ended June 30, 1999
due to the loss recorded for the period.  The period  reflected tax rates of 45%
for June 30, 2000 and June 30, 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 June 30, 2000, the Company had commitments to originate loans, including
loans in  process,  totaling  $2.5  million.  The Company  also had  $602,000 of
outstanding  unused  lines of credit and  $150,000  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 June 30, 2000,  the
Company had no advances outstanding from the FHLB of Dallas.


                                       15
<PAGE>

     Federal regulations require insured institutions to maintain minimum levels
of  liquid  assets.  As of June  30,  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
June 30, 2000,  First  Federal's  regulatory  liquidity  ratio was 7.59%.  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 June 30, 2000,  the Bank had Core Capital of $5.8  million,  or 6.85% of
total assets,  which was $2.4 million above the minimum  capital  requirement of
$3.4 million or 4% of total assets.

     At June 30, 2000, the Bank had total Risk-based Capital of $6.3 million and
risk-weighted  assets of $68.5 million or total  Risk-based  Capital of 9.13% of
risk-weighted  assets.  This amount was  $772,000  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
October 15, 2000. Although the Company will apply to the OTS for a 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.


                                       16
<PAGE>

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.
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.


                                       17
<PAGE>



                           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

     The Board of Directors  has  established  February 28, 2001 as the date for
the 2000 annual meeting.  In order to be eligible for inclusion in the Company's
proxy  materials for the next Annual Meeting of  Stockholders,  any  stockholder
proposal to take action at such a meeting must be received at the Company's main
office located at 2900 Texas Avenue, Bryan, Texas 77802, no later than September
18, 2000. Any such proposals  shall be subject to the  requirements of the proxy
rules  adopted  under the  Securities  Exchange Act of 1934,  as amended.  To be
considered for presentation at next years annual meeting,  although not included
in the  proxy  statement,  any  shareholder  proposal  must be  received  at the
Company's  executive  office on or before  November  30, 2000.  All  stockholder
proposals must comply with the Company's Bylaws and Delaware law.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         None.





                                       18
<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:  August 14, 2000                /s/ Gary Snoe
       --------------------           ------------------------------------------
                                      Gary Snoe
                                      Chairman of the Board of Directors




Date:  August 14, 2000                /s/ William L. Wantuck
       --------------------           ------------------------------------------
                                      William L. Wantuck
                                      Executive Vice President, Chief Operating
                                        Officer and Chief Financial Officer



                                       19