SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 September 30, 2000

             OR

[ ]          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 0-27170


                            CLASSIC BANCSHARES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


     Delaware                                            61-1289391
--------------------------------------------------------------------------------
(State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                      Identification Number)

344 Seventeenth Street, Ashland, Kentucky                  41101
--------------------------------------------------------------------------------
(Address of principal executive offices)                 (ZIP Code)

Registrant's telephone number, including area code:      (606) 325-4789
                                                         --------------


         Check here whether the issuer (1) has filed all reports  required to be
filed by Section 13 or 15 (d) of the Securities  Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.                                      Yes [X] No [ ]


         As of November 7, 2000, there were 1,322,500 shares of the Registrant's
common stock issued and 1,159,456 outstanding.

         Transitional Small Disclosure (check one):    Yes [ ] No [X]




<PAGE>


                            CLASSIC BANCSHARES, INC.

                                      INDEX
                                      -----
                                                                         Page
                                                                        Number
                                                                        ------
PART I.      FINANCIAL INFORMATION

Item 1.      Financial Statements

             Consolidated Balance Sheets as of September 30, 2000
             (Unaudited) and March 31, 2000                               3

             Consolidated Statements of Income for the three and
             six months ended September 30, 2000 and 1999                 4

             Consolidated Statements of Comprehensive Income for
             the three and six months ended September 30, 2000 and 1999   5

             Consolidated Statements of Stockholders' Equity for
             the six months ended September 30, 2000 (Unaudited)
             and Year Ended March 31, 2000                                6

             Consolidated Statements of Cash Flows for the six months
             ended September 30, 2000 and 1999                           7-8

             Notes to Consolidated Financial Statements                  9-11


Item 2.      Management's Discussion and Analysis of Financial
\            Condition and Results of Operations                        12-18

PART II.     OTHER INFORMATION                                            19

             Signatures                                                   20

             Index to Exhibits                                            21


                                       2

<PAGE>




                            CLASSIC BANCSHARES, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>

                                                                            September 30,              March 31,
                                                                                2000                     2000
                                                                                ----                     ----
                                                                                          (Unaudited)
<S>                                                                           <C>                        <C>
ASSETS
  Cash and due from bank                                                   $   5,173,081         $      5,122,083
  Federal funds sold                                                                   -                  131,438
  Securities available for sale                                               24,185,302               23,672,526
  Mortgage-backed and related securities available for sale                    3,060,273                3,229,952
  Loans receivable, net                                                      134,473,980              127,808,325
  Real estate acquired in the settlement of loans                                257,941                  255,246
  Accrued interest receivable                                                  1,288,530                1,139,012
  Federal Home Loan Bank and Federal Reserve Bank stock                        1,514,750                1,462,350
  Premises and equipment, net                                                  5,023,792                5,061,929
  Cost in excess of fair value of net assets acquired (goodwill),
   net of accumulated amortization                                             5,681,492                5,808,774
  Other assets                                                                 1,074,961                1,562,534
                                                                            ------------         -----------------

TOTAL ASSETS                                                                $181,734,102         $    175,254,169
------------
                                                                            =============        =================

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
  Non-interest bearing demand deposits                                     $  16,857,279         $     14,749,044
  Savings, NOW, and money market demand deposits                              46,284,988               45,807,285
  Other time deposits                                                         76,839,517               74,340,467
                                                                           -------------         ----------------
                       Total deposits                                        139,981,784              134,896,796
  Federal funds purchased and securities sold under
    agreements to repurchase                                                   3,213,151                2,687,714
  Advances from Federal Home Loan Bank                                        17,055,818               17,075,380
  Other short-term borrowing                                                     656,371                  573,751
  Accrued expenses and other liabilities                                         484,896                  427,998
  Accrued interest payable                                                       547,012                  551,465
  Accrued income taxes                                                           101,096                   42,419
  Deferred income taxes                                                          142,210                        -
                                                                           -------------         ----------------

             Total Liabilities                                             $ 162,182,338         $    156,255,523
                                                                           -------------         ---------------

Commitments and contingencies

Stockholders' Equity
  Common stock, $.01 par value, 1,322,500 shares
    issued and outstanding                                                 $      13,225          $        13,225
  Additional paid-in capital                                                  12,829,294               12,829,744
  Retained earnings - substantially restricted                                10,460,556               10,062,718
  Accumulated other comprehensive income (loss)                                 (903,998)              (1,279,524)
  Unearned ESOP shares                                                          (736,600)                (736,600)
  Unearned RRP shares                                                           (119,221)                (174,146)
  Treasury stock, at cost                                                     (1,991,492)              (1,716,771)
                                                                           -------------          ---------------

             Total Stockholders' Equity                                    $  19,551,764          $    18,998,646
                                                                           --------------         ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $ 181,734,102          $   175,254,169
------------------------------------------                                 =============          ===============
</TABLE>


See accompanying  Accountant's Review Report and notes to consolidated financial
statements

                                       3

<PAGE>




                            CLASSIC BANCSHARES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
<TABLE>
                                                                   THREE MONTHS ENDED             SIX MONTHS ENDED
                                                                       SEPTEMBER 30,                SEPTEMBER 30,
                                                                     -------------                 -------------
                                                                    2000        1999                2000        1999
                                                                    ----        ----                ----        ----
<S>                                                             <C>             <C>            <C>               <C>
INTEREST INCOME
  Loans                                                      $ 2,971,105   $  2,538,893     $ 5,822,318      $ 4,767,803
  Investment securities                                          397,298        396,547         794,965          793,450
  Mortgage-backed securities                                      58,859         53,702         116,774          113,043
  Other interest earning assets                                    4,972          5,756           8,437           19,236
                                                           -------------    -----------   -------------    -------------
               Total Interest Income                           3,432,234      2,994,898       6,742,494        5,693,532
                                                           -------------    -----------   -------------    -------------

INTEREST EXPENSE
  Interest on deposits                                         1,477,289      1,345,625       2,814,383        2,567,053
  Interest on FHLB Advances                                      313,366         54,127         620,810           86,481
  Interest on other borrowed funds                                61,265         55,637         116,324           97,658
                                                           -------------    -----------   -------------     ------------
               Total Interest Expense                          1,851,920      1,455,389       3,551,517        2,751,192
                                                           -------------    -----------   -------------     ------------

               Net Interest Income                             1,580,314      1,539,509       3,190,977        2,942,340

Provision for loss on loans                                       55,000         52,500         123,500           87,500
                                                           -------------    -----------   -------------     ------------
               Net interest income after provision
               for loss on loans                               1,525,314      1,487,009       3,067,477        2,854,840
                                                           -------------    -----------   -------------     ------------

NON-INTEREST INCOME
  Service charges and other fees                                 220,166        169,798         437,254          318,683
  Gain on sale of securities
    available for sale                                                 -         (2,500)              -           (2,500)
  Gain on disposal of assets                                           -          3,704               -            3,704
  Other income                                                    35,504         43,708          73,598           85,629
                                                           -------------    -----------   -------------    -------------
               Total Non-Interest Income                         255,670        214,710         510,852          405,516
                                                           -------------    -----------   -------------    -------------

NON-INTEREST EXPENSES
  Employee compensation and benefits                             646,464        654,549       1,307,350        1,212,399
  Occupancy and equipment expense                                218,449        192,497         411,033          364,665
  Federal deposit insurance premiums                               6,924         10,310          14,006           20,024
  Loss (gain) on foreclosed real estate                            2,457          1,708           5,588            1,983
  Other general and administrative
     expenses                                                    463,060        443,069         961,111          896,685
                                                            ------------    -----------   -------------    -------------
                      Total Non-Interest Expense               1,337,354      1,302,133       2,699,088        2,495,756
                                                            ------------    -----------   -------------    -------------

INCOME BEFORE INCOME TAXES                                       443,630        399,586         879,241          764,600
--------------------------

               Income tax expense                                 84,919         76,124         174,436          144,046
                                                            ------------    -----------   -------------    -------------

INCOME BEFORE GOODWILL AMORTIZATION                              358,711        323,462         704,805          620,554
-----------------------------------                         ------------    -----------   -------------    -------------

  Goodwill amortization                                          (63,810)       (62,234)       (127,282)        (107,801)
                                                           -------------    ------------   -------------    -------------

NET INCOME                                                  $    294,901   $    261,228    $    577,523      $   512,753
----------
                                                            ============   ============    ============    =============

Basic earnings per share before goodwill amortization       $       0.33   $       0.29    $       0.65   $         0.55
Goodwill amortization                                              (0.06)         (0.06)          (0.12)           (0.10)
                                                            ------------    ------------   ------------    -------------
Basic earnings per share after goodwill amortization        $       0.27   $       0.23    $       0.53   $         0.45
                                                           =============    ============   ============    =============

Diluted earnings per share before goodwill amortization     $       0.33   $       0.28    $       0.65   $         0.54
Goodwill amortization                                              (0.06)         (0.06)          (0.12)           (0.10)
                                                            ------------    ------------   ------------    -------------
Diluted earnings per share after goodwill amortization      $       0.27   $       0.22    $       0.53   $         0.44
                                                            ============    ============   ============    =============
</TABLE>

See accompanying  Accountant's Review Report and notes to consolidated financial
statements.
                                       4


                            CLASSIC BANCSHARES, INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (UNAUDITED)

<TABLE>
                                                                 THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                                    SEPTEMBER 30,                      SEPTEMBER 30,
                                                                2000             1999              2000              1999
                                                                ----             ----              ----              ----

<S>                                                          <C>                <C>            <C>                 <C>
Net Income                                                   $    294,901      $   261,228     $     577,523     $     512,753
                                                             ------------      -----------     -------------    --------------
     Other comprehensive income, net of tax:
       Unrealized holding gains (losses) on securities
       during the period, net of tax                              473,783         (430,417)          375,526        (1,018,401)

     Reclassification adjustments for realized gains
       (losses) included in earnings                                                (1,650)                             (1,650)
                                                            -------------      -----------    --------------    --------------

  Other comprehensive income                                      473,783         (428,767)          375,526        (1,016,751)
                                                            -------------      -----------    --------------    --------------

Comprehensive Income (Loss)                                 $     768,684      $  (167,539)   $      953,049    $     (503,998)
                                                            =============      ===========    ==============    ==============

Accumulated Other Comprehensive Income                      $    (903,998)     $  (932,774)   $     (903,998)   $     (932,774)
                                                            =============      ===========    ==============    ==============
</TABLE>

See accompanying  Accountant's Review Report and notes to consolidated financial
statements.

                                       5

<PAGE>



<TABLE>
                                                                                 CLASSIC BANCSHARES, INC.
                                                                     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


                                                                      NET UNREALIZED
                                           ADDITIONAL                 GAIN (LOSS) ON
                                   COMMON   PAID-IN      RETAINED     AVAILABLE FOR   UNEARNED    UNEARNED   TREASURY
                                   STOCK    CAPITAL      EARNINGS     SALE SECURITIES ESOP SHARES RRP SHARES STOCK        TOTAL
                                   -----    -------      --------     --------------- ----------- ---------- -----        -----
<S>                                <C>       <C>          <C>           <C>               <C>        <C>       <C>        <C>
Balances at April 1, 1999         $13,225  $12,806,544   $9,362,668   $    83,977     $(785,150)  $(294,332) $(897,952) $20,288,980

  Net income for the year
   ended March 31, 2000                 -            -    1,069,682             -             -           -          -    1,069,682
  Dividend paid ($.32 per share)        -            -     (369,632)            -             -           -          -     (369,632)
  ESOP shares earned                    -       14,468            -             -        48,550           -          -       63,018
  RRP shares earned                     -            -            -             -             -     116,255          -      116,255
 RRP shares granted                     -          365            -             -             -      (2,725)     (2,360)          -
 RRP shares forfeited                   -         (264)           -             -             -       6,656      (6,392)56        -
  Tax benefit from RRP                  -        8,631            -             -             -           -           -       8,631
  Purchased 66,106 treasury shares      -            -            -             -             -           -    (814,787)   (814,787)
  Change in unrealized gain             -            -            -             -             -           -           -           -
   (loss) on available for sale
   securities, net of applicable
   deferred income taxes of
$702,410                                -            -            -    (1,363,501)            -           -           -  (1,363,501)
                                  -------- -----------   ----------   -----------     ---------   ---------  ----------  ----------
Balances at March 31, 2000          13,225 12,829,744    10,062,718    (1,279,524)     (736,600)   (174,146) (1,716,771) 18,998,646

  Net income for the six months
   ended September 30, 2000              -          -       577,523             -             -           -           -     577,523
  Dividend paid                          -          -      (179,685)            -             -           -           -    (179,685)
  RRP shares earned                      -          -             -             -             -      57,999           -      57,999
  RRP shares awarded                     -       (450)            -             -             -      (3,074)      3,524           -
  Purchased 27,000 treasury shares       -          -             -             -             -           -    (278,245)   (278,245)
  Change in unrealized gain
    (loss) on available for sale
    securities, net of applicable        -          -             -             -             -           -           -          -
    deferred income taxes of
$193,451                                 -          -             -       375,526             -           -           -     375,526
                                   ------- ----------   -----------  ------------     ---------   ---------  ----------  ----------
Balances at September 30, 2000     $13,225 $12,829,294  $10,460,556  $    903,998)    (736,600)   $(119,221) $(1,991,492)$19,551,764
                                   ======= ===========  ===========  ============     ========    =========  =========== ===========
</TABLE>


See accompanying  Accountant's Review Report and notes to consolidated financial
statements.

                                       6

<PAGE>
                            CLASSIC BANCSHARES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
                                                                                                        SIX MONTHS ENDED
                                                                                                          SEPTEMBER 30,
                                                                                                 2000                   1999
                                                                                                 ----                   -----
<S>                                                                                          <C>                     <C>
OPERATING ACTIVITIES
  Net Income                                                                           $       577,523         $       512,753
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                                                             253,355                254,339
       Provision for loss on loans                                                              123,500                 87,500
       Loss on sale of securities available for sale                                                  -                  2,500
       Gain on disposal of equipment                                                                  -                 (3,704)
       Loss on sale of foreclosed real estate                                                       273
       Federal Home Loan Bank stock dividends                                                   (46,000)               (38,600)
       Deferred income tax (benefit) expense                                                      7,332)                46,176
       Amortization and accretion of invesment
         securities premiums and discounts, net                                                  11,592                 47,954
      RRP shares earned                                                                          57,999                 59,926
       Amortization of goodwill                                                                 127,282                107,801
  Decrease (increase) in:
       Accrued interest receivable                                                             (149,518)              (217,629)
       Other assets                                                                             458,055                 59,156
  Increase (decrease) in:
       Accrued interest payable                                                                  (4,453)               133,239
       Accrued income taxes                                                                      58,677                (45,134)
       Accounts payable and accrued expenses                                                     56,898                 62,798
                                                                                       ----------------        ---------------
                    Net cash provided by operating activities                                 1,517,851              1,069,075
                                                                                       ----------------        ---------------

INVESTING ACTIVITIES

Securities:
       Proceeds from sale, maturities or calls                                                   45,000                527,500
       Purchased                                                                                      -                      -
  Mortgage-backed securities:
  Proceeds from sale                                                                                  -                      -
   Purchased                                                                                          -                      -
   Principal payments                                                                           168,414                734,452
  Redemption of Federal Reserve Bank Stock                                                       86,200                 45,000
  Purchase of Federal Home Loan Bank Stock                                                      (92,600)                     -
  Loan originations and principal payments, net                                              (6,878,562)           (18,135,566)
  Proceeds from sale of equipment                                                                     -                 28,000
  Proceeds from sale of foreclosed real estate                                                   34,547                      -
  Purchases of software                                                                          (3,498)                (4,755)
  Purchases of premises and equipment                                                          (173,345)              (163,313)
  Cash invested in purchase of Bank subsidiary in excess of cash and
    cash equivalents acquired                                                                         -             (1,497,572)
                                                                                       ----------------        ---------------
                        Net cash used by investing activities                              (6,813,844)             (18,466,254)
                                                                                      ----------------         ---------------
</TABLE>

See accompanying  Accountant's Review Report and notes to consolidated financial
statements.

                                       7

<PAGE>




                            CLASSIC BANCSHARES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
                                                                                             SIX MONTHS ENDED
                                                                                               SEPTEMBER 30,
                                                                                         2000                       1999
                                                                                         ----                       -----
<S>                                                                                  <C>                           <C>
FINANCING ACTIVITIES
  Net increase in deposits                                                       $      5,084,988              $ 10,424,457
  Net (repayments) proceeds from FHLB borrowing                                           (19,562)                4,906,558
  Increase in federal funds purchased and securities sold
    under agreements to repurchase                                                        525,437                 1,472,739
  Net increase in short-term borrowings                                                    82,620                   975,052
  Purchase of treasury stock                                                             (278,245)                 (375,413)
  Dividends paid                                                                         (179,685)                 (185,268)
                                                                                 ----------------              ------------
            Net cash (used) provided by financing activities                            5,215,553                17,218,125
                                                                                 ----------------              ------------

Increase (decrease) in cash and cash equivalents                                          (80,440)                 (179,054)
Cash and cash equivalent at beginning of period                                         5,253,521                 4,486,156
                                                                                 ----------------              ------------

Cash and cash equivalents at end of period                                       $      5,173,081              $  4,307,102
                                                                                 ================              ============

Additional  cash flows and supplementary information
            Cash paid during the period for:
             Interest on deposits and borrowings                                 $      1,161,998              $    688,281
              Taxes                                                              $        123,091              $    155,001
            Assets acquired in settlement of loans                               $              -              $     45,000
            Net unrealized loss on securities available for sale                 $        375,526              $ (1,016,751)
            Liabilities assumed and cash paid in acquisition of
            Citizens Bank                                                        $              -              $ 17,017,497
            Fair value of assets received                                        $              -              $ 13,749,846
            Amount assigned to goodwill                                          $              -              $  3,267,651
</TABLE>

See accompanying  Accountant's Review Report and notes to consolidated financial
statements.

                                       8


<PAGE>



                            CLASSIC BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)      Principles of Consolidation
         ---------------------------
         The financial statements for 2000 are presented for Classic Bancshares,
Inc. (the "Company") and its  wholly-owned  subsidiaries,  Classic Bank, and The
First National Bank of Paintsville ("First National").  The consolidated balance
sheets for  September  30, 2000 and March 31, 2000 is for the  Company,  Classic
Bank, and First National. The acquisition of Citizens Bank, Grayson ("Citizens")
was  completed  on May 14, 1999 at which time  Citizens was merged with and into
Classic Bank with Classic Bank as the surviving institution. The acquisition was
accounted  for  under  the  purchase  method  of  accounting.  The  consolidated
statements of income  include the  operations  of the Company,  Classic Bank and
First  National for the three and six months ended  September 30, 2000 and 1999.
The  earnings of Citizens  Bank are  included in the  consolidated  statement of
income for the six months ending September 30, 1999 from the date of closing.

(2)      Basis of Presentation
         ---------------------
         The accompanying  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 and Regulation
S-B. 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  Consolidated  Financial  Statements
contain  all  adjustments  (consisting  only of  normal  recurring  adjustments)
necessary to present fairly the financial condition of Classic Bancshares,  Inc.
as of September 30, 2000, and the results of operations for all interim  periods
presented. Operating results for the six months ended September 30, 2000 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ended March 31, 2001.

         Certain  financial   information  and  footnote   disclosures  normally
included in annual  financial  statements  prepared in conformity with generally
accepted  accounting  principles  have been  omitted  pursuant  to the rules and
regulations  of the Securities and Exchange  Commission.  The unaudited  interim
consolidated financial statements presented herein should be read in conjunction
with the annual consolidated  financial  statements of the Company as of and for
the fiscal year ended March 31, 2000.

(3)      Earnings per Share
         ------------------
         Effective December 31, 1997, the Company began presenting earnings per
share pursuant to the provisions of SFAS No. 128, "Earnings Per Share."

         Basic earnings per share are calculated  based on the weighted  average
number of common shares outstanding during the respective periods.

         Diluted earnings per share is computed taking into consideration common
shares  outstanding and dilutive  potential common shares to be issued under the
Company's stock option plan and recognition and retention plan.

         The weighted  average  number of shares used in the basic  earnings per
share computations was 1,082,116 and 1,127,512 for the three-month periods ended
September  30, 2000 and 1999,  respectively  and 1,085,412 and 1,127,548 for the
six-month periods ended September 30, 2000 and 1999, respectively.  The weighted
average number of shares used in the diluted earnings per share computations was
1,083,779 and 1,159,509 for the three-month periods ended September 30, 2000 and
1999,  respectively and 1,087,075 and 1,159,544 for the six-month  periods ended
September 30, 2000 and 1999, respectively.


                                       9
<PAGE>



         Options to  purchase  168,000  and 11,300  shares of common  stock were
outstanding at September 30, 2000 and 1999, respectively,  but were not included
in the  computation  of diluted  earnings  per share due to their  anti-dilutive
effect.

(4)      Employee Stock Ownership Plan (ESOP)
         ------------------------------------
         In  conjunction  with the Bank's  conversion on December 28, 1995,  the
Company  established  an  Employee  Stock  Ownership  Plan (ESOP)  which  covers
substantially all employees.  The ESOP borrowed $1,058,000 from the Company, and
purchased  105,800  common  shares,  equal to 8% of the  total  number of shares
issued  in  the  conversion.  The  Company's  subsidiary  banks  make  scheduled
discretionary  contributions to the ESOP sufficient to service the debt.  Shares
are allocated to participants'  accounts under the shares allocated method.  The
cost of shares committed to be released and unallocated  shares is reported as a
reduction of stockholders' equity. Compensation expense is recorded based on the
average  fair market  value of the ESOP shares when  committed  to be  released.
Furthermore,  ESOP shares that have not been  committed  to be released  are not
considered  outstanding.  The expense under the ESOP was $11,973 and $17,361 for
the three months ended September 30, 2000 and 1999, respectively and $24,854 and
$35,284 for the six months ended September 30, 2000 and 1999,  respectively.  As
of September  30, 2000,  the Company  considered  73,660 shares as unearned ESOP
shares with a fair value of $759,656.

         On September 14, 1998, the Board of Directors of the Company  adopted a
resolution to refinance the ESOP loan by extending its term to twenty-five years
effective for the plan year beginning April 1, 1998.

(5)      Stock Option and Incentive Plan and Recognition and Retention Plan
         ------------------------------------------------------------------
         On July 29, 1996, the shareholders of the Company ratified the adoption
of the Company's  1996 Stock Option and Incentive Plan and the  Recognition  and
Retention Plan ("RRP"). Pursuant to the Stock Option Plan, 132,250 shares of the
Company's  common  stock are  reserved  for  issuance,  of which the Company has
granted  options  on 106,774  shares at  $10.8125  per share,  options on 19,300
shares at $13.375  per  share,  options  on 4,500  shares at $13.875  per share,
options on 1,026 shares at $13.75 per share and options on 200 shares at $13.625
per share.  Pursuant to the Recognition and Retention Plan, 52,900 shares of the
Company's  common  stock are  reserved  for  issuance,  of which the Company has
granted awards on 52,656 shares. During the quarter, 450 stock option shares and
244 RRP shares remain  ungranted.  Ungranted RRP shares are included in treasury
stock at cost.

         On July 27, 1998, the shareholders of the Company ratified the adoption
of the Company's  1998 Premium Price Stock Option Plan.  Pursuant to the Premium
Price Stock Option Plan, 50,000 shares of the Company's common stock is reserved
for issuance of which the Company has granted options on 5,000 shares at $16.295
per share,  options on 6,300 shares at $14.988 per share,  and options on 24,900
shares at $11.275 per share.

(6)      Cash Dividend
         -------------
         On October 16,  2000,  the Board  declared a cash  dividend of $.08 per
share  payable on  November  13, 2000 to  shareholders  of record on October 30,
2000.

(7)      Charter Conversion
         ------------------
         Effective June 30, 2000,  Classic Bank converted from a federal savings
bank to a  Kentucky-chartered  commercial bank. During the first quarter of this
fiscal year,  the Company also filed with the Federal  Reserve Bank of Cleveland
for its  election  as a  financial  holding  company.  The  election  was deemed
effective by the Federal Reserve on June 2, 2000.

                                       10
<PAGE>

(8)      Director Resignation
         --------------------
         The Board of Directors  accepted a letter of resignation  from Director
A. Bruce  Addington.  The resignation was effective  October 4, 2000. The letter
stated that the resignation was not due to any disagreements  with management or
the Board.  Because of the resignation,  the Board voted to reduce the number of
board seats by one.  Therefore,  the Board now has nine seats,  all of which are
currently filled.

                                       11
<PAGE>
                                 PART I - ITEM 2

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Financial Condition
-------------------
         The Company's total assets increased $6.4 million, or 3.7%, from $175.3
million at March 31, 2000 to $181.7  million at September 30, 2000. The increase
was due primarily to an increase in loans of $6.7 million.

         Net loans  receivable  increased  $6.7 million  from $127.8  million at
March 31, 2000 to $134.5 million at September 30, 2000.  The increase  reflected
originations  of $20.7 million in  commercial  business  loans,  $7.8 million in
consumer loans,  $6.0 million in one-to-four  family  mortgage  loans,  and $2.7
million in  commercial  real estate loans offset by  repayments  since March 31,
2000.

         Investment  securities  increased  approximately  $500,000  from  $23.7
million at March 31,  2000 to $24.2  million at  September  30,  2000  primarily
because  of an  increase  in the  market  value  of  these  available  for  sale
securities.  Mortgage-backed  securities decreased  approximately  $200,000 from
$3.2  million at March 31,  2000 to $3.0  million at  September  30,  2000.  The
decrease was  primarily  the result of  principal  repayments  of  approximately
$200,000.

         Net deposits  increased  $5.1 million from $134.9  million at March 31,
2000 to $140.0  million at September  30, 2000.  The increase in deposits is the
direct  result of marketing  and sales efforts to grow deposits in order to fund
loan demand.  Non-interest  bearing  demand  deposits  increased  $2.1  million,
savings, NOW and money market demand deposits increased  approximately $500,000,
and  other  time  deposits  consisting  primarily  of  certificates  of  deposit
increased approximately $2.5 million.

         Federal  Home  Loan Bank  advances  were  $17.1 at March  31,  2000 and
September 30, 2000. The advances are short-term,  variable rate advances with an
average term of 90 days.

         Total stockholders' equity was $19.0 million at March 31, 2000 compared
to $19.6 million at September  30, 2000.  The increase was due to an increase in
the market value of available for sale  securities  and net income  recorded for
the period partially offset by the purchase of treasury stock and cash dividends
paid.

Forward-Looking Statements
--------------------------
         When used in this Form 10-QSB and in future filings by the Company with
the  Securities  and Exchange  Commission  (the "SEC"),  in the Company's  press
releases or other public or shareholder  communications,  and in oral statements
made with the approval of an authorized  executive officer, the words or phrases
"will likely  result",  "are expected to", "will  continue",  "is  anticipated",
"estimate",   "project"  or  similar   expressions   are  intended  to  identify
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995. Such statements are subject to certain risks and
uncertainties,  including changes in economic conditions in the Company's market
area, changes in policies by regulatory

                                       12
<PAGE>



agencies,  fluctuations  in interest  rates,  demand for loans in the  Company's
market  area  and  competition,  that  could  cause  actual  results  to  differ
materially  from  historical   earnings  and  those  presently   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  wishes to advise readers that the factors listed above could affect the
Company's financial performance and could cause the Company's actual results for
future periods to differ  materially  from any opinions or statements  expressed
with respect to future periods in any current statements.

         The  Company  does  not  undertake  -  and  specifically  declines  any
obligation - to publicly  release the result of any revisions  which may be made
to any  forward-looking  statements to reflect events or circumstances after the
date  of  such  statements  or to  reflect  the  occurrence  of  anticipated  or
unanticipated events.

 RESULTS OF OPERATIONS - COMPARISON OF OPERATING RESULTS FOR THE THREE AND SIX
 -----------------------------------------------------------------------------
MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
----------------------------------------

         General.  The Company's results of operations depend primarily upon the
level of net  interest  income,  which is the  difference  between the  interest
income earned on its interest-earning assets such as loans and investments,  and
the costs of the Company's interest-bearing liabilities,  primarily deposits and
borrowings.  Results  of  operations  are also  dependent  upon the level of the
Company's  non-interest  income,  including fee income and service charges,  and
affected by the level of its  non-interest  expenses,  including its general and
administrative  expenses.  Net  interest  income  depends  upon  the  volume  of
interest-earning assets and interest-bearing  liabilities and the interest rates
earned or paid on them, respectively.

         The Company  reported  net income of $295,000  during the three  months
ended  September  30, 2000  compared to net income of $261,000  during the three
months ended  September 30, 1999. The increase in income of $34,000  between the
two periods was  primarily  the result of an increase in net interest  income of
$41,000,  an increase in non-interest  income of $41,000  partially offset by an
increase in provision for loss on loans of $3,000,  an increase in  non-interest
expenses of $35,000,  an  increase  in  goodwill  amortization  of $1,000 and an
increase in income taxes of $9,000.

         The Company  reported  net income of $578,000  for the six months ended
September  30, 2000  compared to net income of $513,000 for the six months ended
September  30, 1999.  The increase in income of $65,000  between the two periods
was primarily the result of an increase in net interest  income of $249,000,  an
increase in non-interest  income of $105,000  partially offset by an increase in
provision for loss on loans of $36,000, an increase in non-interest  expenses of
$203,000,  an increase in goodwill  amortization of $19,000,  and an increase in
income taxes of $30,000.

         Interest  Income.  Total interest  income  increased  $438,000 and $1.0
million for the three and six months ended September 30, 2000 as compared to the
three and six months ended  September 30, 1999. The increase in interest  income
for the three-month  period  resulted  partially from an increase in the average
balance of interest-earning  assets of $11.3 million from $153.0 million for the
three months  ended  September  30, 1999 to $164.3  million for the three months
ended  September  30, 2000.  The increase in interest  income for the  six-month
period   resulted   primarily  from  an  increase  in  the  average  balance  of
interest-earning  assets of $16.1 million from $147.4 million for the six months
ended September 30,1999 to $163.5 million for the six months ended September 30,
2000.  The increase in the average  balance of  interest-earning  assets was due
primarily to the increase in the average  balance of loans.  The increase in the
average balance of loans was due to aggressive  sales efforts and continued loan
demand within the Company's market area.

                                       13

<PAGE>



         Interest income increased also due to an increase in the average yield.
The average yield on interest-earning assets was 8.6% and 8.5% for the three and
six months ended  September 30, 2000 compared to 8.1% and 8.0% for the three and
six months ended  September  30, 1999.  The increase in the yield was due to the
continued  diversification  of the loan portfolio in higher yielding  commercial
and consumer  lending as well as increases during the period in general interest
rates. Tax equivalent adjustments were made to the yield.

         Interest Expense.  Interest expense increased $397,000 and $800,000 for
the three and six months ended September 30, 2000 as compared to the same period
in 1999. Interest expense increased for the periods partially due to an increase
in the average balance of interest-bearing  liabilities.  The average balance of
interest-bearing  liabilities increased $8.4 million from $135.4 million for the
three months  ended  September  30, 1999 to $143.8  million for the three months
ended  September 30, 2000. The average balance of  interest-bearing  liabilities
increased  $14.0 from $129.3 million for the six months ended September 30, 1999
to $143.3  million for the six months ended  September 30, 2000. The increase in
these balances is the result of a significant increase in the average balance of
FHLB and other  borrowings  offset  by a  decrease  in the  average  balance  of
interest-bearing  deposits.  In the past  twelve  months,  the Company has taken
advantage of attractive borrowing rates and utilized FHLB borrowings rather than
paying a higher  cost to obtain  deposits  within  the  Company's  market  area.
However,  during this past quarter  ended  September  30, 2000,  the Company did
elect to pay a higher rate on  certificates of deposit in accordance with market
rates in order to fund some of the loan growth.

         Interest expense  increased also due to an increase in the average rate
paid. The average rate paid on  interest-bearing  liabilities  was 5.1% and 5.0%
for the three and six months ended  September  30, 2000 compared to 4.3% for the
three and six months ended  September 30, 1999. The increase in the average rate
paid on  interest-bearing  liabilities for the three and six-month period is due
to a significant increase in market interest rates.

         Provision  for Loan Losses.  The  Company's  provision  for loan losses
totaled  $55,000 and $124,000 for the three and six months ended  September  30,
2000  compared  to  $53,000  and  $88,000  for the  three and six  months  ended
September  30,  1999  based  on  management's  overall  assessment  of the  loan
portfolio.  The  increase  for the  three  and six  month  period  was  based on
management's  evaluation of the Company's  current  portfolio  including factors
such as an increase in charge-offs and non-performing  loans and the increase in
non-residential  loans.  Management continually monitors the Company's allowance
for loan losses and makes adjustments as economic conditions,  portfolio quality
and portfolio  diversity  dictate.  Although the Company maintains its allowance
for loan losses at a level which the Board  considers  to be adequate to provide
for  potential  losses,  there can be no assurance  that future  losses will not
exceed estimated amounts or that additional  provisions for loan losses will not
be required for future periods.

         Non-interest  Income.   Non-interest  income  increased   approximately
$41,000 for the three  months  ended  September  30,  2000  compared to the same
period in 1999. The increase for the three-month  period is primarily the result
of an  increase  in  service  charges  and other  fees on  deposits  of  $50,000
partially  offset by a decrease in other income of $8,000.  Non-interest  income
increased  approximately  $105,000 for the six months ended  September  30, 2000
compared to the same period in 1999.  The increase for the  six-month  period is
primarily  the  result of an  increase  in  service  charges  and other  fees on
deposits of $119,000  partially offset by a decrease in other income of $12,000.
The increase in service charges and other fees on deposits for the three and six
month period is the result of increased  product  offerings,  an increased  core
deposit base,  aggressive  pricing strategies and a stringent waiver policy. The
Company adheres to a waive factor of less than 1% of total fees and charges.

                                       14

<PAGE>



         Non-interest  Expense.  Non-interest expenses increased $35,000 for the
three  months  ended  September  30,  2000  compared to the same period in 1999.
Non-interest expenses increased for the three-month period due to an increase in
occupancy  and  equipment  expense of  $26,000,  an  increase  in ATM expense of
$4,000,  an increase in marketing,  advertising and promotion expense of $8,000,
an  increase  in  professional  fees of $8,000  offset by a decrease in employee
compensation and benefits of $8,000,  and a decrease in FDIC premiums of $3,000.
Occupancy and  equipment  expense  increased  due to an increase in  maintenance
costs related to existing  facilities;  an increase in maintenance costs related
to  equipment;  an  increase in lease  expense due to the leasing of  additional
space and a land lease to construct a new facility in the  Paintsville  area and
an  increase  in   depreciation   expense  due  to  an  improved   technological
infrastructure.  Marketing,  advertising and promotion  expense increased due to
aggressive  marketing  efforts and  various  promotions  implemented  during the
quarter.  Professional  fees increased due to the Company  engaging a major bank
consulting  firm to  assist  the  Company  in its  strategic  planning  process,
including  revenue  enhancements  and expense  control and  reduction.  Employee
compensation  and  benefits  decreased  primarily  due to the  reduction of ESOP
expense for the quarter.

         Goodwill  amortization  increased  $1,000  for the three  months  ended
September 30, 2000.

         Non-interest  expense  increased  approximately  $200,000  for  the six
months  ended   September  30,  2000  compared  to  the  same  period  in  1999.
Non-interest  expenses  increased for the six month period due to an increase in
compensation  and benefits of $95,000,  an increase in occupancy  and  equipment
expense of  $46,000,  an  increase  in ATM  expense of $9,000,  an  increase  in
marketing and  advertising  expense of $19,000,  and an increase in professional
fees of $31,000.  Employee compensation and benefits increased as a result of an
increase  in the  net  number  of  employees  due to the  hiring  of  additional
employees in order to  facilitate  the growth of the Company.  Compensation  and
benefit  expenses also  increased  due to the rising costs of medical  insurance
premiums.  Effective  April 1,  2000,  the  Company  implemented  a Section  125
Cafeteria Plan in order to try to control rising medical  insurance  premiums in
future years.

         Occupancy and equipment  expense  increased for the period due to costs
related to repairs and  maintenance  of the existing  facilities  and equipment,
increased  lease  expense  and  increased   depreciation   due  to  an  improved
technological  infrastructure.  ATM expense  increased due to an increase in the
usage of the various ATM locations. Marketing, advertising and promotion expense
increased  due  to  aggressive   marketing   efforts  and  increased   marketing
promotions.  Professional  fees  increased due to the engagement of a major bank
consulting  firm to assist in the  strategic  planning  process for the Company.
Professional  fees also  increased  due to the  outsourcing  of the loan  review
function for the Company.

         Goodwill  amortization  increased  $19,000  for  the six  months  ended
September  30,  2000  due  to  amortization   being  recorded  on  the  Citizens
acquisition for only part of the six months ended September 30, 1999 compared to
the entire six months ended September 30, 2000.

         Income Tax Expense. Income tax expense increased $9,000 and $30,000 for
the three and six months ended  September 30, 2000  primarily due to an increase
in income before income taxes for each period.

         Non-Performing  Assets and Allowance for Loan Losses. The allowance for
loan losses is calculated  based upon an evaluation  and assessment of pertinent
factors  underlying the types and qualities of the Company's  loans.  Management
considers such factors as the payment  status of a loan, the borrower's  ability
to repay  the loan,  the  estimated  fair  value of the  underlying  collateral,
anticipated economic conditions that may affect the borrower's repayment ability
and the  Company's  historical  charge-offs.  The  Company's  allowance for loan
losses as of September 30, 2000 was $1.4 million or 1.0% of the total loans. The
March 31, 2000 allowance for loan loss was $1.3 million, or 1.0% of total loans.
The Company  recorded a provision  for loan losses of $124,000 for the six-month
period, and had net charge-offs of $60,000 for the six-month period.

                                       15
<PAGE>



The  allowance  for loan losses at September  30, 2000 was allocated as follows:
$201,000 to one-to-four  family real estate loans,  $503,000 to commercial  real
estate and commercial  business  loans,  $102,000 to consumer loans and $547,000
remained unallocated.

         The ratio of non-performing  assets to total assets is one indicator of
other exposure to credit risk.  Nonperforming  assets of the Company  consist of
non-accruing  loans,  accruing loans  delinquent 90 days or more, and foreclosed
assets,  which have been acquired as a result of foreclosure or  deed-in-lieu of
foreclosure.  For  all  periods  presented  the  Company  had no  troubled  debt
restructurings.  The  following  table sets  forth the amount of  non-performing
assets at the periods indicated.
<TABLE>

                                                                     September 30, 2000                 March 31, 2000
                                                                     ------------------                 --------------
                                                                                  (Dollars in Thousands)
<S>                                                                          <C>                            <C>
Non-Accruing Loans..........................................               $  706                         $  620
Accruing Loans Delinquent 90 Days or More...................                  170                            153
Foreclosed Assets ..........................................                  309                            296
                                                                           ------                         ------
Total Non-Performing Assets ................................               $1,185                         $1,069
Total Non-Performing Assets as a
         Percentage of Total Assets.........................                   .7%                            .6%
</TABLE>


         Total  non-performing  assets increased $116,000 from March 31, 2000 to
September 30, 2000. Management  continually pursues collection of these loans in
order to decrease the level of non-performing assets.

         Other Assets of Concern. Other than the non-performing assets set forth
in the table above,  as of September 30, 2000,  there were no loans with respect
to which known  information  about the possible credit problems of the borrowers
or the cash flows of the  security  properties  have caused  management  to have
concerns  as to the  ability  of the  borrowers  to  comply  with  present  loan
repayment  terms and which may result in the future  inclusion  of such items in
the non-performing asset categories.

         Liquidity and Capital  Resources.  The Company's most liquid assets are
cash and cash  equivalents.  The  levels of these  assets are  dependent  on the
Company's operating,  financing, and investing activities. At September 30, 2000
and March 31,  2000,  cash and cash  equivalents  totaled  $5.2 million and $5.3
million,  respectively. The Company's primary sources of funds include principal
and interest payments on loans (both scheduled and  prepayments),  maturities of
investment  securities and principal payments from  mortgage-backed  securities,
deposits and Federal Home Loan Bank of Cincinnati advances. While scheduled loan
repayments  and proceeds  from  maturing  investment  securities  and  principal
payments on mortgage-backed securities are relatively predictable, deposit flows
and early  repayments are more  influenced by interest rates,  general  economic
conditions  and  competition.  Certificates  of deposit as of September 30, 2000
maturing within one year total $59.8 million.

                                       16

<PAGE>

         Liquidity  management is both a short- and long-term  responsibility of
management.  The Company  adjusts its  investments  in liquid  assets based upon
management's  assessment  of  expected  loan  demand,   projected  purchases  of
investment  and  mortgage-backed  securities,  expected  deposit  flows,  yields
available on  interest-bearing  deposits,  and liquidity of its  asset/liability
management  program.  Excess liquidity is generally invested in interest-bearing
overnight  deposits  and  other  short-term  liquid  asset  funds.  If funds are
required beyond the funds generated internally,  the subsidiaries of the Company
have the ability to borrow  funds from the FHLB.  At  September  30,  2000,  the
Company had $17.1 million in borrowings outstanding with the FHLB.

         At  September  30, 2000,  the Company had  outstanding  commitments  to
originate  loans of $10.3  million.  The Company  anticipates  that it will have
sufficient funds available to meet its current  commitments  principally through
the use of current  liquid  assets and through its  borrowing  capacity with the
FHLB.

         Classic Bank is subject to the regulatory  capital  requirements of the
Federal  Deposit  Insurance   Corporation  (the  "FDIC").  The  following  table
summarizes,  as of September 30, 2000,  the capital  requirements  applicable to
Classic Bank and its actual capital  ratios.  As of September 30, 2000,  Classic
Bank exceeded all current regulatory capital standards.

<TABLE>
                                                     Regulatory                     Actual Capital
                                                 Capital Requirement                   (CB Only)
                                                 -------------------                    -------
                                               Amount         Percent          Amount           Percent
                                               ------         -------          -----            -------
                                                               (Dollars in Thousands)
<S>                                           <C>              <C>              <C>              <C>
Total Capital
         (to Risk Weighted Assets)            $5,763           8.0%            $8,495            11.8%
Tier 1 Capital
         (to Adjusted Total Assets)            4,039           4.0              7,694             7.6
</TABLE>


         First National is subject to the regulatory capital requirements of the
Office of the  Comptroller  of the Currency  (the "OCC").  The  following  table
summarizes,  as of September 30, 2000,  the capital  requirements  applicable to
First National and its actual capital  ratios.  As of September 30, 2000,  First
National exceeded all current regulatory capital standards.
<TABLE>

                                                     Regulatory                     Actual Capital
                                                 Capital Requirement                   (CB Only)
                                                 -------------------                    -------
                                               Amount         Percent          Amount           Percent
                                               ------         -------          ------           -------
                                                               (Dollars in Thousands)
<S>                                              <C>            <C>             <C>               <C>
Total Capital
         (to Risk Weighted Assets)             $4,292          8.0%            $6,344            11.8%
Tier 1 Capital
       (to Adjusted Total Assets)               2,975          4.0              5,791             7.6
</TABLE>

Impact of Inflation and Changing Prices
---------------------------------------
         The consolidated financial statements and related data presented herein
have been prepared in accordance with generally accepted  accounting  principles
which require the  measurement  of financial  position and operating  results in
terms  of  historical  dollars  without  considering  changes  in  the  relative
purchasing  power of money over time due to  inflation.  The  primary  impact of
inflation on the  operations of the Company is reflected in increased  operating
costs.  Unlike  most  industrial  companies,  virtually  all of the  assets  and
liabilities  of a financial  institution  are  monetary in nature.  As a result,
interest  rates,  generally,  have  a more  significant  impact  on a  financial
institution's performance than does inflation. Interest rates do not necessarily
move in the same  direction  or to the same  extent  as the  prices of goods and
services.

                                       17

<PAGE>




                           PART II. OTHER INFORMATION

Item 1.      Legal Proceedings
                     None.

Item 2.      Changes in Securities
                     None.

Item 3.      Defaults Upon Senior Securities
                     None.

Item 4.      Submission of Matters to a Vote of Security Holders
                     The annual meeting of Shareholders (the "Meeting") of
             Classic  Bancshares,  Inc. was held on July 25,  2000.  The matters
             approved  by  shareholders  at the  Meeting and the number of votes
             cast  for,   against  or  withheld   (as  well  as  the  number  of
             abstentions) as to each matter are as follows:
<TABLE>
                                    PROPOSAL                                                   NUMBER OF VOTES
                                    --------                                                   ---------------
              <S>                                                   <C>           <C>            <C>          <C>
                                                                                                            Broker
                                                                                  For         Withheld    Non-votes
             Election of the following directors for the terms indicated:

             E.B. Gevedon, Jr. (three years)                                    968,461        55,400         0
                 Robert A. Moyer, Jr. (three years)                             968,461        55,400         0
             John W. Clark (three years)                                        968,461        55,400         0

                                                                                                            Broker
                                                                     For        Against       Abstain     Non-votes
             The ratification of the appointment of Smith,
             Goolsby, Artis & Reams, P.S.C. as the
             Company's auditors for the fiscal year ending
             March 31, 2001                                         1,022,861      0           1,000          0
</TABLE>

Item 5.      Other Information
                     None.

Item 6.      Exhibits and Reports on Form 8-K
             a.  Exhibits
                  Exhibit 27 Financial Data Schedule

             b.  Reports on Form 8-K
                  The Registrant filed the following current reports on Form 8-K
             during the three months ended September 30, 2000:

                 Press release, dated July 11, 2000 announcing the conversion of
                 its  thrift  subsidiary  to  a  commercial  bank,  election  as
                 financial  holding  company and its projected  earnings for the
                 fiscal year ending March 31, 2000.

                 Press release,  dated July 25, 2000 announcing earnings for the
                 quarter ending June 30, 2000 and declaring a cash dividend.


                                       18
<PAGE>




                                                    SIGNATURES


             Pursuant to the requirement 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.


                                            CLASSIC BANCSHARES, INC.
                                            REGISTRANT





Date:  November 13, 2000     /s/ David B. Barbour
       -----------------     -------------------------------------------
                             David B. Barbour, President, Chief Executive
                             Officer and Director (Duly Authorized Officer)






Date:  November 13, 2000     /s/ Lisah M. Frazier
       -----------------     -------------------------------------------
                             Lisah M. Frazier, Senior Vice President,
                             Treasurer and Chief Financial Officer
                              (Principal Financial Officer)


                                       20
<PAGE>



                                 INDEX TO EXHIBITS

<TABLE>

  Exhibit
   Number
     <S>                           <C>
     27                          Financial Data Schedule

     28                          Accountant's Review Report

</TABLE>



<PAGE>
                                   EXHIBIT 28




                         INDEPENDENT ACCOUNTANT'S REPORT






     We have reviewed the accompanying consolidated statement of condition as of
September  30, 2000 and the  related  consolidated  statement  of income for the
three and six month  periods ended  September 30, 2000 and 1999,  and cash flowa
for the six month periods ended  September 30, 2000and 1999, in accordance  with
Statement  on  Stadndards  for  Accounting  and  Review  Services  issued by the
American Institute of Certified Public Accountants. The financial statements are
the responsibility of the corporation's managements.

     A review of interim financial  information consists principally of applying
analytical   procedures  to  financial  data  and  making  inquires  of  persons
responsible for financial and accounting  matters.  It is substantially  less in
scope than an audit  conducted in accordance  with generally  accepted  auditing
standards, the objective of which is the expressions of an opinion regarding the
financial  statement  taken as a whole.  Accordingly,  we do not express such an
opinion.

     Based on our review,  we are not aware of any material  modifications  that
should  be  made  to the  accompanying  financial  statement  for  them to be in
conformity with generally accepted accounting principals.

     We have previously  audited, in accordance with generally accepted auditing
standards,  the  consilodated  statement of financial  condition as of March 31,
2000, and the related consolidated  statements of income,  comprehensive income,
stockholders'  equity  and cash  flow for the year  then  ended  (not  presented
herein) and in our report dated May 26, 2000, we express an unqualified  opinion
on those consolidated financial statements.  In our opinion, the information set
forth in the accompanying  consolidated  statement of financial  condition as of
March 31, 2000, is fairly stated,  in all material  reports,  in relation to the
consolidated statement of financial condition form which it has been derived.



/s/ Smith, Goolsby, Artis & Reams, P.S.C.

Ashland, Kentucky
August 9, 2000
<PAGE>


                                   EXHIBIT 27

                             FINANCIAL DATA SCHEDULE