UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

(Mark One)

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the quarter ended December 31, 1999
                                           -----------------

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                For the transition period from _______ to _______

Commission number 0-23325
                  -------

                        Guaranty Federal Bancshares, Inc.
                     ---------------------------------------
             (Exact name of registrant as specified in its charter)

       Delaware                                            43-1792717
------------------------                       ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

    1341 West Battlefield
  Springfield, Missouri                                     65807
-------------------------                            ---------------------
(Address of principal executive offices)                 (Zip Code)


                        Telephone Number: (417) 889-2494
                                          --------------

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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___
                      -----

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

           Class                          Outstanding at February 4, 2000
           -----                          -------------------------------
  Common Stock, Par Value $0.10                  5,252,777 Shares
<PAGE>

                        GUARANTY FEDERAL BANCSHARES, INC.

                                    Form 10-Q

                                TABLE OF CONTENTS
Item                                                                        Page
----                                                                        ----
                          PART I. Financial Information
                          -----------------------------

1.  Consolidated Financial Statements (Unaudited):
         Statements of Financial Condition                                    3

         Statements of Income                                                 4

         Statements of Changes in Stockholders' Equity                        5

         Statements of Cash Flow                                              7

         Notes to Consolidated Financial Statements                           8

2.  Management's Discussion and Analysis of Financial Condition and           11
         Results of Operations

3. Quantitative and Qualitative Disclosures about Market Risk                 19

                           PART II. Other Information
                           --------------------------

1.  Legal Proceedings                                                         21

2.  Changes in Securities and Use of Proceeds                                 21

3.  Defaults Upon Senior Securities                                           21

4.  Submission of Matters to Vote of Security-holders                         21

5.  Other Information                                                         22

6.  Exhibits and Reports on Form 8-K                                          22

    Signatures                                                                23


                                       2
<PAGE>



                        GUARANTY FEDERAL BANCSHARES, INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 DECEMBER 31, 1999 (UNAUDITED) AND JUNE 30, 1999
<TABLE>
<CAPTION>

                           ASSETS                                                  12/31/99           6/30/99
                           ------                                                  --------           -------
<S>                                                                           <C>                   <C>
Cash                                                                           $   2,399,141         1,656,648
Interest-bearing deposits in other financial institutions                          3,918,829         8,032,473
                                                                               -------------         ---------
Cash and cash equivalents                                                          6,317,970         9,689,121
Available-for-sale securities                                                      7,415,065         8,951,175
Held-to-maturity securities                                                        9,571,276        15,394,643
Mortgage loans held for sale                                                         495,933           769,074
Loans receivable, net                                                            284,446,254       263,499,778
Accrued interest receivable:
Loans                                                                              1,550,749         1,459,508
Investments                                                                          118,570           297,431
Prepaid expenses and other assets                                                  6,328,065         5,671,845
Foreclosed assets held for sale                                                         --             101,546
Premises and equipment                                                             6,360,380         7,365,392
                                                                               -------------         ---------
                                                                               $ 322,604,262       313,199,513
                                                                               =============       ===========

           LIABILITIES AND STOCKHOLDERS' EQUITY
           ------------------------------------

LIABILITIES
Deposits                                                                       $ 143,196,344       141,137,154
Federal Home Loan Bank advances                                                  115,835,718       104,794,640
Advances from borrowers for taxes and insurance                                      449,201         1,195,545
Accrued expenses and other liabilities                                               466,060           499,221
Accrued interest payable                                                             560,661           543,641
Income taxes payable                                                                 425,800           235,587
                                                                               -------------         ---------
Deferred income taxes                                                                980,780         1,360,503
                                                                               -------------         ---------
                                                                                 261,914,564       249,766,291
                                                                               -------------         ---------
STOCKHOLDERS' EQUITY
Common Stock:
$0.10 par value; authorized 10,000,000 shares;
issued; 12/31/99 - 6,247,329 shares, 6/30/99 - 6,245,775 shares                      624,733           624,578
Additional paid-in capital                                                        47,651,050        47,366,264
Unearned ESOP shares                                                              (2,985,260)       (3,100,080)
Retained earnings, substantially restricted                                       23,906,375        23,236,009
Accumulated other comprehensive income
        Unrealized appreciation on available-for-sale securities,
     net of income taxes;  12/31/99 - $1,577,514, 6/30/99 - $2,026,448         2,022,686,038         3,438,826
                                                                               -------------         ---------
                                                                                  71,882,936        71,565,597
Treasury stock, at cost - 12/31/99 - 898,752 shares, 6/30/99- 64                 (11,193,238)       (8,132,375)
                                                                               -------------         ---------
                                                                                  60,689,698        63,433,222
                                                                               -------------         ---------
                                                                               $ 322,604,262       313,199,513
                                                                               =============       ===========
</TABLE>
See Notes to Consolidated Financial Statements

                                       3
<PAGE>


                        GUARANTY FEDERAL BANCSHARES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
        THREE AND SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998(UNAUDITED)
<TABLE>
<CAPTION>
                                     Three Months Ending            Six Months Ending
                                     -------------------            -----------------
                                   12/31/1999    12/31/1998    12/31/1999      12/31/1998
                                   -----------   -----------   ------------    ------------
<S>                               <C>            <C>           <C>              <C>
INTEREST INCOME
Loans                              $ 5,381,790    4,590,813     10,561,689       8,974,029
Investment securities                 199,704       441,973        411,671         874,576
Other                                 150,609       150,205        320,537         268,275
                                   -----------   -----------   ------------    ------------
                                    5,732,103     5,182,991     11,293,897      10,116,880
                                   -----------   -----------   ------------    ------------
INTEREST EXPENSE
Deposits                            1,511,475     1,516,084      3,011,053       3,102,268
Federal Home Loan Bank advances     1,609,334     1,173,633      3,094,730       2,089,612
                                   -----------   -----------   ------------    ------------
                                    3,120,809     2,689,717      6,105,783       5,191,880
                                   -----------   -----------   ------------    ------------
Net Interest Income                 2,611,294     2,493,274      5,188,114       4,925,000
Provision for Loan Losses              45,000        45,000         90,000          90,000
                                   -----------   -----------   ------------    ------------
Net Interest Income after
     Provision for Loan Losses      2,566,294     2,448,274      5,098,114       4,835,000
                                   -----------   -----------   ------------    ------------
NONINTEREST INCOME (LOSS)
Service charges                       287,372       221,252        559,789         427,152
Late charges and other fees            27,301        25,909         83,912          51,297
Gain (loss) on loans
  and investment securities            12,737        28,953         (1,849)         38,703
Income (expense) on
  foreclosed assets                      (431)         (820)        12,941          (6,990)
Other income (expense)                (34,166)       28,126         11,358          64,166
                                   -----------   -----------   ------------    ------------
                                      292,813       303,420        666,151         574,328
                                   -----------   -----------   ------------    ------------
NONINTEREST EXPENSE
Salaries and employee benefits        879,155       711,315      1,686,213       1,485,160
Occupancy                             191,178       198,175        396,270         372,505
SAIF deposit insurance premiums        21,062        20,702         41,134          43,076
Data processing fees                  133,560       128,099        247,299         244,417
Advertising                            66,011       116,955        156,342         224,851
Other expense                         257,605       329,857        554,214         544,891
                                   -----------   -----------   ------------    ------------
                                    1,548,571     1,505,103      3,081,472       2,914,900
                                   -----------   -----------   ------------    ------------
Income before Income Taxes          1,310,536     1,246,591      2,682,793       2,494,428
Provision for Income Taxes            469,017       426,162        981,176         875,896
                                   -----------   -----------   ------------    ------------
NET INCOME                            841,519       820,429      1,701,617       1,618,532

OTHER COMPREHENSIVE INCOME
Unrealized appreciation on available-
     for-sale securities             (378,732)      919,135       (752,788)      1,032,501
                                   -----------   -----------   ------------    ------------
COMPREHENSIVE INCOME                $ 462,787     1,739,564        948,829       2,651,033
                                   ===========   ===========   ============    ============
BASIC EARNINGS PER SHARE               $ 0.17        $ 0.15         $ 0.33          $ 0.29
                                   ===========   ===========   ============    ============
DILUTED EARNINGS PER SHARE             $ 0.16        $ 0.14         $ 0.33          $ 0.28
                                   ===========   ===========   ============    ============
</TABLE>
See Notes to Consolidated Financial Statements

                                       4
<PAGE>
                        GUARANTY FEDERAL BANCSHARES, INC.

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                 SIX MONTHS ENDED DECEMBER 31, 1999 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                        Accumulated Other
                                                                                                         Comprehensive
                                                                                                            Income
                                                                                                        ------------------
                                                  Additional      Unearned                               Appreciation on
                                      Common        Paid In         ESOP      Treasury       Retained   Available-for-Sale
                                      Stock         Capital        Shares      Stock         Earnings    Securities, Net   Total
                                    ---------    ----------     ----------    ----------    ----------  ----------------- --------
<S>                               <C>          <C>            <C>           <C>           <C>            <C>           <C>
 Balance, June 30, 1999             $ 624,578    47,366,264     (3,100,080)   (8,132,375)   23,236,009    3,438,826     63,433,222
 Net income                                 -             -              -             -     1,701,617            -      1,701,617
 Dividends on common stock,
   ($0.20 per share on
   5,156,256 shares)                        -             -              -             -    (1,031,251)           -     (1,031,251)
 Recognition and Retention Plan
 (RRP) expense & Restricted Stock
       Plan (RSP) expense                   -       247,395              -             -             -            -        247,395
 Stock options exercised                  155         9,200              -             -             -            -          9,355
 Dividends on RRP Stock                               6,567                                                                  6,567
 Treasury stock purchased                   -             -              -    (3,060,863)            -            -     (3,060,863)
 Release of ESOP shares                     -        17,499        114,820             -             -            -        132,319
 Tax liability of RRP shares                -         4,125                            -             -            -          4,125
 Change in unrealized
 appreciation on available-
 for-sale securitites, net
 of income taxes of $442,114                -             -              -             -             -      (752,788)      (752,788)
                                    ---------    ----------     ----------    ----------    ----------     ---------     ----------
 Balance, December 31, 1999         $ 624,733    47,651,050      (2,985,260)  (11,193,238)  23,906,375     2,686,038     60,689,698
                                    =========    ==========      ==========   ===========   ==========     =========     ==========
</TABLE>
See Notes to Consolidated Financial Statements

                                       5
<PAGE>

                        GUARANTY FEDERAL BANCSHARES, INC.

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                 SIX MONTHS ENDED DECEMBER 31, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                        Accumulated Other
                                                                                                         Comprehensive
                                                                                                            Income
                                                                                                        ------------------
                                                  Additional      Unearned                               Appreciation on
                                      Common        Paid In         ESOP      Treasury       Retained   Available-for-Sale
                                      Stock         Capital        Shares      Stock         Earnings    Securities, Net   Total
                                    ---------    ----------     ----------    ----------    ----------  ----------------- --------
<S>                               <C>          <C>            <C>           <C>           <C>            <C>           <C>

Balance, June 30, 1998             $ 622,804    49,016,992     (3,444,540)            -    21,682,950      2,811,892    70,690,098
Net Income                                 -             -              -             -     1,618,532              -     1,618,532
Dividends on common stock,
($0.16 per share)                          -             -              -             -      (839,899)             -      (839,899)
Dividends on RRP stock                     -         7,500              -             -             -              -         7,500
Recognition and
   Retention Plan
   (RRP) expense
   & Restricted Stock
   Plan (RSP) expense                      -       263,534              -             -             -              -       263,534
Stock options exercised                   66         3,925              -             -             -              -         3,991
RSP stock purchased                        -    (2,373,065)             -             -             -              -    (2,373,065)
Treasury stock purchased                   -             -              -    (4,280,238)            -              -    (4,280,238)
Release of ESOP shares                     -        52,817        229,640             -             -              -       282,457
Tax benefit of RRP/RSP shares              -        23,554              -             -             -              -        23,554
Change in unrealized
   appreciation on available-
   for-sale securities, net of
    income taxes of $606,389               -             -              -             -             -      1,032,501     1,032,501
                                   ---------    ----------     ----------    ----------    ----------      ---------    ----------
Balance, December 31, 1998         $ 622,870    46,995,257     (3,214,900)   (4,280,238)   22,461,583      3,844,393    66,428,965
                                   =========    ==========     ==========    ==========    ==========      =========    ==========
</TABLE>

                                       6
<PAGE>
                        GUARANTY FEDERAL BANCSHARES, INC
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
             SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998 (UNAUDITED)
<TABLE>
<CAPTION>

                                                                              1999              1998
                                                                              ----              ----
<S>                                                                         <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                   $ 1,701,617        1,618,532
Items not requiring (providing) cash:
 Deferred income taxes                                                            80,825          (74,339)
 Depreciation                                                                    215,073          200,386
 Provision for loan losses                                                        90,000           90,000
 (Gain) loss  on loans and investment securities                                   3,975          (38,703)
 Loss on sale of premises and equipment                                           64,298                -
 Gain on sale of foreclosed assets                                               (13,372)            (138)
 Amortization of deferred income, premiums and discounts                          44,519           67,416
 RRP/RSP expense                                                                 247,395          263,534
Origination of loans held for sale                                            (2,047,971)      (8,443,733)
Proceeds from sale of loans held for sale                                      2,317,137        6,011,518
Release of ESOP shares                                                           132,318          282,457
Changes in:
 Accrued interest receivable                                                      87,620          (26,059)
 Prepaid expenses and other assets                                              (104,220)        (115,443)
 Accounts payable and accrued expenses                                           (16,141)         281,199
 Income taxes payable                                                            190,213         (236,709)
                                                                        -----------------   --------------
 Net cash provided by (used in) operating activities                           2,993,286         (120,082)
                                                                        -----------------   --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in loans                                                        (21,073,389)     (25,536,974)
Principal payments on available-for-sale securities                              335,414          737,963
Principal payments on held-to-maturity securities                              1,116,999        2,290,661
Purchase of premises and equipment                                              (256,532)         (52,326)
Proceeds from sale of premises and equipment                                     982,174                -
Purchase of available-for-sale securities                                        (13,878)        (394,554)
Proceeds from maturities of held-to-maturity securities                        4,700,000        1,144,371
Purchase of FHLB stock                                                          (552,000)      (1,837,300)
Proceeds from sale of foreclosed assets                                          114,918          302,562
Capitalized costs on foreclosed assets                                                 -              322
                                                                        -----------------   --------------
       Net cash used in investing activities                                 (14,646,294)     (23,345,275)
                                                                        -----------------   --------------
 CASH FLOWS FROM FINANCING ACTIVITIES
Tax benefit of vested RRP shares                                                   4,125           23,554
Stock options exercised                                                            9,355            3,991
Cash dividends paid                                                           (1,031,251)        (839,899)
Cash dividends received on RRP Stock                                               6,567            7,500
Net increase in demand deposits,
 NOW accounts and savings accounts                                             1,007,366        4,924,655
Net increase (decrease) in certificates of deposit                             1,051,824       (9,090,475)
Proceeds from FHLB advances                                                   19,686,124       40,302,500
Repayments of FHLB advances                                                   (8,645,046)      (3,555,540)
Advances from borrowers for taxes and insurance                                 (746,344)        (501,151)
RSP stock purchased                                                                    -       (2,373,065)
Treasury stock purchased                                                      (3,060,863)      (4,280,238)
                                                                        -----------------   --------------
 Net cash provided by financing activities                                     8,281,857       24,621,832
                                                                        -----------------   --------------
INCREASE IN CASH AND CASH EQUIVALENTS                                         (3,371,151)       1,156,475
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                 9,689,121        7,304,923
                                                                        -----------------   --------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                     $ 6,317,970        8,461,398
                                                                        =================   ==============
</TABLE>

                                       7
<PAGE>


                        GUARANTY FEDERAL BANCSHARES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1:  Conversion, Reorganization and Stock Issuance
         ---------------------------------------------

         On December 30, 1997, Guaranty Federal  Bancshares,  Inc. completed the
conversion from a federally chartered mutual holding company, (formerly Guaranty
Federal  Bancshares,  M.  H.  C.)  to a  Delaware-chartered  stock  corporation.
Stockholders'  equity increased to $69.5 million primarily due to the conversion
in which Guaranty Federal  Bancshares,  Inc.  exchanged  1,880,710 shares of its
common  stock  for all the  Bank's  common  stock not held by  Guaranty  Federal
Bancshares, M. H. C. This exchange ratio was 1.931. In addition 4,340,812 shares
at $10.00 per share were sold in the stock offering, including 344,454 shares to
the employee stock  ownership  plan ( the "ESOP").  Total shares of common stock
outstanding following the offering and exchange was 6,221,522.

         In April  1995  Guaranty  Federal  Savings  and Loan  Association  (the
"Association")  reorganized  from a federally  chartered mutual savings and loan
association into a federal mutual holding company,  Guaranty Federal Bancshares,
M.  H.  C.  (the  "MHC").  As  part  of  the  reorganization,   the  Association
incorporated a de novo federally  chartered stock savings bank, Guaranty Federal
Savings  Bank  (the  "Bank")  and  transferred  most of its  assets  and all its
liabilities  to the Bank. The Bank issued  3,125,000  shares of its common stock
(par value $1.00) of which  972,365  shares were sold to parties  other than the
MHC, thus creating a minority  ownership interest in the Bank. The shares had an
initial public offering price of $8 per share, resulting in gross sales proceeds
of  $7,778,920.  Costs related to the stock issuance of $654,388 were applied to
reduce the gross  proceeds.  Also  $100,000 was  transferred  to the MHC for the
initial capitalization in connection with reorganization.

Note 2:  Basis of Presentation
         ---------------------

         The accompanying  unaudited interim  consolidated  financial statements
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information  and with the  instructions to Form 10-Q and
Rule  10-01 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring accruals)  considered  necessary for a fair
presentation have been included.


                                       8
<PAGE>
                        GUARANTY FEDERAL BANCSHARES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 3:  Principles of Consolidation
         ---------------------------

                  The consolidated  financial statements include the accounts of
the Company, its wholly-owned subsidiary,  Guaranty Federal Savings Bank and the
wholly-owned subsidiary of the Bank, Guaranty Financial Services of Springfield,
Inc. Significant  intercompany accounts and transactions have been eliminated in
consolidation.

Note 4: Earnings Per Share
        ------------------
<TABLE>
<CAPTION>
                                           For three months ended December 31, 1999   For six months ended December 31, 1999
                                           ----------------------------------------   --------------------------------------
                                             Income        Shares        Per-share      Income        Shares       Per-share
<S>                                         <C>           <C>               <C>      <C>             <C>               <C>
Basic EPS
Income available to common stockholders      $ 841,519     5,083,805        $ 0.17    $ 1,701,617     5,150,035         $ 0.33
                                                                            ======
Effect of Dilutive Securities
Stock Options                                                 53,264                                     54,599
                                             ---------     ---------                                  ---------
Income available to common stockholders      $ 841,519     5,137,069         $ 0.16   $ 1,701,617     5,204,634         $ 0.33
                                             =========     =========         ======   ===========     =========         ======
</TABLE>
<TABLE>
<CAPTION>

                                           For three months ended December 31, 1998   For six months ended December 31, 1998
                                           ----------------------------------------   --------------------------------------
                                             Income        Shares       Per-share       Income        Shares       Per-share
<S>                                         <C>           <C>               <C>      <C>             <C>               <C>
Basic EPS
Income available to common stockholders      $ 820,429     5,572,548         $ 0.15   $ 1,618,532     5,628,249         $ 0.29

Effect of Dilutive Securities
Stock Options                                                 66,226                                     68,289
                                                           ---------                                  ---------
Income available to common stockholders      $ 820,429     5,638,774         $ 0.14   $ 1,618,532     5,696,538         $ 0.28
                                             =========     =========         ======   ===========     =========         ======
</TABLE>

         Options to purchase 5,000,  16,704,  5,000 and 426,515 shares of common
stock at  $11.75,  $12.25,  $12.63 and  $13.44  per  share,  respectively,  were
outstanding  during the three months and six months ended December 31, 1999, but
were not  included  in the  computation  of diluted  EPS  because  the  options'
exercise price was greater than the average market price of the common shares.



                                       9
<PAGE>
                        GUARANTY FEDERAL BANCSHARES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 5:  Benefit Plans
         -------------

         On October 18, 1995,  the Bank's  stockholders  voted to approve both a
Recognition and Retention Plan ("RRP") and a Stock Option Plan ("SOP").  On July
22, 1998,  the Company's  stockholders  voted to approve both a 1998  Restricted
Stock Plan (" RSP") and a 1998 Stock Option Plan ("1998  SOP").  The RRP and RSP
authorized shares to be issued to directors, officers and employees of the Bank.
As of December 31, 1999,  all of the RRP and RSP shares have been  purchased and
all except 2,925 shares have been awarded.  The Bank is  amortizing  the RRP and
RSP expense over each participant's  vesting period and the financial statements
reflect  $247,395 RRP and RSP expense for the six month period  ending  December
31, 1999. The SOP and 1998 SOP  authorized  stock options on shares to be issued
to officers  and  employees  of the Bank,  as of  December  31, 1999 all options
except those on 25,263 shares have been granted.  The RRP, RSP, SOP and 1998 SOP
vest over a five year period.  The RRP and SOP have been adjusted to reflect the
conversion,  reorganization  and  stock  issuance  described  in Note 1 with all
vesting periods  remaining  unchanged.  At December 31, 1999, there were 567,494
unexercised  options  that have been  granted  at prices  ranging  from $5.83 to
$13.44 per share and 158,095 RRP and RSP shares were unvested.

                                       10
<PAGE>

                        GUARANTY FEDERAL BANCSHARES, INC.

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

General
-------

         The accompanying Consolidated Financial Statements include the accounts
of Guaranty Federal  Bancshares,  Inc. (the "Company"),  and all accounts of its
wholly  owned  subsidiary,  Guaranty  Federal  Savings Bank (the "Bank") and all
accounts of the wholly-owned subsidiary of the Bank, Guaranty Financial Services
of Springfield, Inc. All significant intercompany transactions and balances have
been eliminated in consolidation.

         However,  because the conversion,  reorganization and stock issuance of
the  Company,  the Bank and related  entities  did not occur until  December 30,
1997,  all results  prior to that date  reflect the accounts of the Bank and its
subsidiary.  The Company  realized  approximately  $39.2 million in net proceeds
from the stock issuance of which the Company  provided $19.9 million to the Bank
as capital and the Company provided a loan of $3.44 million to fund the purchase
of stock for the  employee  stock  ownership  plan.  Other than the loan for the
ESOP, most of the funds received have been invested in loans.

         The primary  function of the Company has been to monitor its investment
in the Bank,  as a result,  the results of operations of the Company are derived
primarily  from  operations of the Bank.  The Bank's  results of operations  are
primarily  dependent on net interest  margin,  which is the  difference  between
interest   income  on   interest-earning   assets   and   interest   expense  on
interest-bearing liabilities. The Bank's income is also affected by the level of
its  noninterest  expenses,  such as  employee  salary and  benefits,  occupancy
expenses and other  expenses.  The  following  discussion  reviews the financial
condition  at  December  31, 1999 and the  results of  operations  for the three
months and six months ended December 31, 1999 and 1998.

         The discussion set forth below,  as well as other portions of this Form
10-Q,  may contain  forward-looking  comments.  Such comments are based upon the
information  currently  available to management of the Company and  management's
perception  thereof  as of the  date of the Form  10-Q.  Actual  results  of the
Company's   operations  could  materially  differ  from  those   forward-looking
comments.  The differences could be caused by a number of factors or combination
of factors  including,  but limited to; changes in demand for banking  services;
changes in portfolio  composition;  changes in  management  strategy;  increased
competition  from both bank and non-bank  companies;  and changes in the general
level of interest rates.

                                       11
<PAGE>

                        GUARANTY FEDERAL BANCSHARES, INC.

Financial Condition
-------------------

         The  Bank's  total  assets   increased   $9,404,749,   or  3.0%,   from
$313,199,513 as of June 30, 1999, to $322,604,262 as of December 31, 1999.

         Interest-bearing  deposits in other  financial  institutions  decreased
$4,113,644,  or 51.2% from  $8,032,473  as of June 30, 1999, to $3,918,829 as of
December 31, 1999, as the funds were used to fund new loans.

         Securities  available-for-sale  decreased  $1,536,110,  or  17.2%  from
$8,951,175 as of June 30, 1999,  to $7,415,065 as of December 31, 1999.  This is
primarily  due to the  decrease  in fair  value of  various  equity  securities.
Securities   held-to-maturity   decreased  due  to   maturities   and  principal
repayments,  by $5,823,367,  or 37.8%,  from $15,394,643 as of June 30, 1999, to
$9,571,276 as of December 31, 1999.  The Bank continues to hold 96,000 shares of
Federal Home Loan  Corporation  ("FHLMC") stock with a amortized cost of $94,000
in  the  available-for-sale  category.  As  of  December  31,  1999,  the  gross
unrealized  gain on the stock was  $4,518,000,  a decrease from $5,474,000 as of
June 30, 1999.

         Net  loans   receivable   increased  by  $20,946,476,   or  7.9%,  from
$263,499,778, as of June 30, 1999, to $284,446,254, as of December 31, 1999, and
loans held-for-sale decreased by $273,141, or 35.5% from $769,074 as of June 30,
1999 to $495,933 as of December 31, 1999.  Growth  consisted of loans secured by
both owner and non-owner  occupied  residential real estate,  which increased by
$10,293,000.  In addition  construction loans increased by $3,831,000.  This was
primarily due to an increase of $4,457,000 in loans for the  construction of 1-4
family  units.  Growth  in loans  receivable  is  anticipated  to  continue  and
represents a major part of the Bank's planned assets growth.

         Allowance for loan losses increased  $85,554 or 3.6% from $2,349,328 of
June 30, 1999, to $2,434,882  as of December 31, 1999.  The allowance  increased
mainly due to an increase in the  provision  for loan losses.  The allowance for
loan  losses  as of  December  31,  1999 and June 30,  1999 was  .86%,  and .89%
respectively,  of net loans outstanding.  As of December 31, 1999, the allowance
for loan losses was 167.6% of impaired loans versus 259.3% as of June 30, 1999.

         Fair value of foreclosed assets  held-for-sale  decreased $101,546 from
$101,546 as of June 30, 1999,  to $0 as of December 31, 1999.  This decrease was
due to the sale of all foreclosed assets. The Bank recorded a gain of $13,372 on
the sale of these assets.

         Deposits increased $2,059,190 or 1.5%, from $141,137,154 as of June 30,
1999, to $143,196,344 as of December 31, 1999. For the six months ended December
31, 1999, checking and passbook accounts increased by $1,007,366,  or 2.1% while
certificates of deposits increased by $1,051,824 or 1.1%.


                                       12
<PAGE>

                        GUARANTY FEDERAL BANCSHARES, INC.

Financial Condition, continued
------------------------------

         As a result  of the  increase  in loan  demand  and the  repurchase  of
Company stock, FHLB advances  increased  $11,041,078 or 10.5%, from $104,794,640
as of June 30, 1999,  to  $115,835,718  of December 31, 1999. As of December 31,
1999,  the Bank had the ability to borrow an  additional  $70  million  from the
FHLB.

         Advances from borrowers for taxes and insurance  decreased  $746,344 or
62.4% from  $1,195,545 as of June 30, 1999, to $449,201 as of December 31, 1999.
The  majority of this  decrease is due to the payment of 1999 real estate  taxes
from borrower's escrow accounts.

         Stockholders' equity (including  unrealized  appreciation on securities
available-for-sale,  net of tax) decreased $2,743,524, or 4.3%, from $63,433,222
as of June 30, 1999, to $60,689,698  as of December 31, 1999.  This decrease was
due to several factors.  During this period a total of 256,625 shares of Company
stock were repurchased in the open market at a cost of $3,060,863.  In addition,
dividends  in the  amount of  $1,031,250  ($0.20 per share)  were  declared  and
payable,  at September 30, 1999, to  stockholders'  of record as of September 7,
1999.   There  was  also  a  decrease   in  the   unrealized   appreciation   on
available-for-sale  securities of $752,788. On a per share basis,  stockholders'
equity  increased  from $11.98 as of June 30, 1999 to $12.02 as of December  31,
1999.

Analysis of Core Earnings
-------------------------

         The Company's  profitability  is primarily  dependent upon net interest
income,  which  represents  the difference  between  interest and fees earned on
loans and debt and equity  securities,  and the cost of deposits and borrowings.
Net interest income is dependent on the difference  between the average balances
and rates earned on  interest-earning  assets and the average balances and rates
paid  on  interest-bearing  liabilities.  Net  income  is  further  affected  by
non-interest income, non-interest expense, and income taxes.


                                       13
<PAGE>
         The  following  table sets forth  certain  information  relating to the
Company's average  consolidated  statements of financial  condition and reflects
the average  yield on assets and  average  cost of  liabilities  for the periods
indicated.  Such  yields  and costs are  derived by  dividing  income or expense
annualized by the average  balance of assets or liabilities,  respectively,  for
the periods shown.  Average  balances were derived from average daily  balances.
The  average   balance  of  loans  includes  loans  on  which  the  Company  has
discontinued  accruing  interest.  The yields and costs  include  fees which are
considered adjustments to yields.

<TABLE>
<CAPTION>
                                                   Six months ended                               Six months ended
                                                   December 31, 1999                              December 31, 1998
                                                   -----------------                              -----------------
                                      Average                       Yield/            Average                       Yield/
                                      Balance          Interest      Cost             Balance         Interest       Cost
                                      -------          --------      ----             -------         --------       ----

<S>                                 <C>                <C>           <C>            <C>                <C>          <C>
ASSETS
Interest-earning:
Loans                                $ 273,485          10,562        7.72%          $ 222,614          8,974        8.06%
Investment securities                   12,644             412        6.52%             28,017            875        6.25%
Other assets                            15,541             320        4.12%             13,208            268        4.06%
                              -----------------  -------------- ------------ ------------------ -------------- ------------
Total interest-earning                 301,670          11,294        7.49%            263,839         10,117        7.67%
Noninterest-earning                      8,146                                           7,468
                              -----------------                              ------------------
                                     $ 309,816                                       $ 271,307
                              =================                              ==================

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing:
Savings accounts                       $ 8,478              97        2.29%            $ 8,371            110        2.63%
Transaction accounts                    34,467             483        2.80%             26,892            378        2.81%
Certificates of Deposit                 95,482           2,431        5.09%             96,884          2,614        5.40%
FHLB Advances                          105,062           3,095        5.89%             69,274          2,090        6.03%
                              -----------------  -------------- ------------ ------------------ -------------- ------------
Total interest-bearing                 243,489           6,106        5.02%            201,421          5,192        5.16%
Noninterest-bearing                      4,691                                           3,618
                              -----------------                              ------------------
Total liabilities                      248,180                                         205,039
Stockholders' equity                    61,636                                          66,268
                              -----------------                              ------------------
                                     $ 309,816                                       $ 271,307
                              =================                              ==================
Net earning balance                   $ 58,181                                        $ 62,418
                              =================                              ==================
Earning yield less costing rate                                       2.47%                                          2.51%
                                                                ============                                   ============
Net interest income, and
     net yield spread on
     interest earning assets                           $ 5,188        3.44%                           $ 4,925        3.73%
                                                 ============== ============                    ============== ============
Ratio on interest-earning assets to
     interest-bearing liabilities                         124%                                           131%
                                                 ==============                                 ==============
</TABLE>

                                       14
<PAGE>
                        GUARANTY FEDERAL BANCSHARES, INC.

              Results of Operations - Comparison of Three Month and
               Six Month Periods Ended December 31, 1999 and 1998

         Net income for the three months and six months ended  December 31, 1999
was $841,519 and $1,701,617 as compared to $820,429 and $1,618,532 for the three
months and six months ended  December 31, 1998 which  represents  an increase in
earnings  of  $21,090 or 2.6% for the three  month  period,  and a  increase  in
earnings of $83,085 or 5.1% for the six month period.

Interest Income
---------------

         Total  interest  income  for the  three  months  and six  months  ended
December  31,  1999,  increased  $549,112  or 10.6% and  $1,177,017  or 11.6% as
compared to the three months and six months ended December 31, 1998. For the six
month period ended  December 31, 1999  compared to the same period in 1998,  the
average  yield on interest  earning  assets  decreased 18 basis points to 7.49%,
while the average balance of interest earnings assets increased $37,831,000 over
the same period one year ago.

Interest Expense
----------------

         Total  interest  expense  for the three  months  and six  months  ended
December  31,  1999,  increased  $431,092  or 16.0% and  $913,903  or 17.6% when
compared to the three months and six months ended December 31, 1998. For the six
month  period  ended  December  31,  1999 the average  cost of interest  bearing
liabilities  decreased  14 basis  points  to 5.02%  while  the  average  balance
increased $42,068,000, when compared to the same period in 1998.

Net Interest Income
-------------------

         Net interest  income for the three months and six months ended December
31, 1999, increased $118,020, or 4.7% and $263,114, or 5.3% when compared to the
same  period in 1998.  For the six month  period  ended  December  31,  1999 the
increases in average  balances of interest  earning assets and interest  bearing
liabilities  discussed above  contributed to the increase in net interest income
by approximately  $366,000. This was offset by the decrease in net earning yield
by 4 basis  points  which  resulted  in a  decrease  in net  interest  income of
approximately $103,000 for the same period.


                                       15

<PAGE>

                        GUARANTY FEDERAL BANCSHARES, INC.

Provision for Loan Losses
-------------------------

         Based  primarily  on  the  continued   growth  of  the  loan  portfolio
management  decided to increase the  allowance  for loan loss reserve  through a
provision  for loan loss of $45,000  and  $90,000  for the three  months and six
months ended  December 31, 1999,  respectively,  compared to $45,000 and $90,000
for the same period in 1998. The Bank will continue to monitor its allowance for
loan  losses  and  make  future  additions  based  on  economic  and  regulatory
conditions. Although the Bank maintains its allowance for loan losses at a level
which it considers to be sufficient to provide for potential  losses,  there can
be no  assurance  that future  losses  will not exceed  internal  estimates.  In
addition,  the amount of the  allowance  for loan losses is subject to review by
regulatory  agencies  which can  order  the  establishment  of  additional  loss
provisions.

Noninterest Income
------------------

         Noninterest income decreased $10,607, or 3.5% and increased $91,823, or
16.0% for the three months and six months ended December 31, 1999, when compared
to the three months and six months ended December 31, 1998. The decrease for the
three months  ended  December  31, 1999 was  primarily  due to losses on sale of
premises and  equipment  during the period of $64,000,  the increase for the six
ended was primarily due to a increase in checking account service charges, which
increased  $132,637 or 31.1% for the six months ended  December  31, 1999,  when
compared to the same period in 1998.

Noninterest Expense
-------------------

         Noninterest  expense  increased  $43,468,  or 2.9% for the three months
ended  December 31, 1999,  and  increased  $166,572,  or 5.7% for the six months
ending  December 31, 1999 when compared to the three months and six months ended
December 31, 1998.  In general this  increase can be  attributed  to the overall
increase in accounts served. There were no significant changes in any individual
expense category.

Provision for Income Taxes
--------------------------

         There was a $42,855 and $105,280  increase in the  provision for income
taxes for the three months and six months ended  December 31, 1999,  as compared
to the same period in 1998.  This increase was due to the increase in before tax
income for the three months and six months ended December 31, 1999,  compared to
the same period in 1998.

                                       16
<PAGE>

                        GUARANTY FEDERAL BANCSHARES, INC.

Nonperforming Assets
--------------------

         The allowance for loan losses is calculated based upon an evaluation of
pertinent  factors  underlying  the  various  types and  quality  of the  loans.
Management  considers  such  factors  as the  repayment  status  of a loan,  the
estimated net  realizable  value of the  underlying  collateral,  the borrower's
intent and ability to repay the loan,  local economic  conditions and the Bank's
historical loss ratios.  The Bank's allowance for loan losses as of December 31,
1999, was  $2,434,882 or 0.9% of loans  receivable.  Total assets  classified as
substandard  or loss as of December 31, 1999,  were  $3,324,400 or 1.0% of total
assets.  Management has considered  nonperforming and total classified assets in
evaluating the adequacy of the Bank's allowance for loan losses.

         The ratio of  nonperforming  assets to total  assets is another  useful
tool in  evaluating  exposure to credit risk.  Nonperforming  assets of the Bank
include  nonperforming  loans  (nonaccruing  loans) and  assets  which have been
acquired as a result of foreclosure or deed-in-lieu of foreclosure.

                                        12/31/1999    06/30/1999    06/30/1998
                                                   (Dollars In Thousands)
Nonperforming loans                        $ 1,455           906         1,012
Real estate acquired in
settlement of loans                              -           101           286
                                           -------         -----         -----
Total Nonperforming Assets                 $ 1,455         1,007         1,298
                                           =======         =====         =====
Total Nonperforming Assets
as a Percentage of Total
Assets                                        0.46%         0.32%         0.50%
   Allowance for loan losses               $ 2,435         2,349         2,191
   Allowance for loan losses as a
   Percentage of average loans, net          0.89%         1.00%         1.24%


Asset/Liability Management
--------------------------

         The goal of the  Bank's  asset/liability  policy is to manage  interest
rate risk so as to maximize net interest  income over time in changing  interest
rate  environments.  Management  monitors the Bank's net  interest  spreads (the
difference  between  yields  received  on assets and paid on  liabilities)  and,
although  constrained by market  conditions,  economic  conditions,  and prudent
underwriting  standards,  it offers  deposit  rates and loan rates  designed  to
maximize net interest income. Management also attempts to fund the Bank's assets
with  liabilities  of a  comparable  duration to minimize the impact of changing
interest rates on the Bank's net interest income. Since the relative spread


                                       17
<PAGE>

                        GUARANTY FEDERAL BANCSHARES, INC.

between  financial  assets and  liabilities is constantly  changing,  the Bank's
current net  interest  income may not be an  indication  of future net  interest
income.

         The  Bank's  initial  efforts  to manage  interest  rate risk  included
implementing an adjustable  rate mortgage loan ("ARM") program  beginning in the
early 1980s. The ARMs have met with excellent  customer  acceptance.  As of June
30, 1999, ARMs  constituted  59.3% of the Bank's mortgage loan portfolio.  As of
December 31,  1999,  ARMs  represent  60.5% of the loan  portfolio.  Of the ARMs
originated  during the first  quarter of fiscal year 2000,  borrowers  preferred
initial  fixed rate  periods of three or five years.  The Bank has  continued to
fund fixed rate loans through a program of borrowing  longer-term funds from the
FHLB.

         The Bank is also  managing  interest  rate risk by the  origination  of
construction  loans.  As of December 31,  1999,  such loans made up 10.1% of the
Bank's loan  portfolio.  In general,  these  loans have higher  yields,  shorter
maturities and greater interest rate sensitivity than other real estate loans.

         The Bank  constantly  monitors  its  deposits  in an effort to decrease
their interest rate sensitivity.  Rates of interest paid on deposits at the Bank
are priced competitively in order to meet the Bank's asset/liability  management
objectives  and spread  requirements.  As of June 30, 1999,  the Bank's  savings
accounts,   checking  accounts,   and  money  market  deposit  accounts  totaled
$46,736,183  or 33.1% of its  total  deposits.  As of  December  31,1999,  these
accounts  totaled  $47,743,549  or 33.4% of total  deposits.  The Bank believes,
based on  historical  experience,  that a  substantial  portion of such accounts
represents non-interest rate sensitive, core deposits.

         The value of the Bank's loan  portfolio  will change as interest  rates
change.  Rising  interest  rates will decrease the Bank's net  portfolio  value,
while falling interest rates increase the value of that portfolio.

                                       18
<PAGE>
                        GUARANTY FEDERAL BANCSHARES, INC.

Interest Rate Sensitivity Analysis
----------------------------------

         The  following  table sets  forth as of  September  30,  1999 (the most
recent  available),  the OTS estimate of the projected  changes in net portfolio
value ("NPV") in the event of 100, 200, and 300 basis point ("bp") instantaneous
and permanent  increases and decreases in market interest rates.  Dollar amounts
are expressed in thousands.

                     Estimated Net Portfolio Value      NPV as % of PV of Assets
    BP Change        -----------------------------      ------------------------
     in Rates       $ Amount          $Change   %Change     NPV Ratio BP Change
     --------       --------          -------    -------     --------- ---------
+300                 60,278            (5,023)     -8%        20.5%      -37 bp
+200                 63,083            (2,218)     -3%        21.0%       +9 bp
+100                 64,880              (421)     -1%        21.1%      +24 bp
  NC                 65,301                                   20.9%
-100                 64,002            (1,299)     -2%        20.2%      -70 bp
-200                 61,315            (3,987)     -7%        19.1%     -177 bp
-300                 58,308            (6,993)    -11%        18.0%     -292 bp

         Computations  of  prospective  effects of  hypothetical  interest  rate
changes are  calculated  by the OTS from data provided by the Bank and are based
on numerous  assumptions,  including  relative  levels of market interest rates,
loan  repayments  and  deposit  run-offs,  and  should  not be  relied  upon  as
indicative of actual results.  Further,  the computations do not contemplate any
actions the Bank may undertake in response to changes in interest rates.

         Management  cannot predict future interest rates or their effect on the
Bank's NPV in the future.  Certain  shortcomings  are  inherent in the method of
analysis  presented in the  computation  of NPV. For example,  although  certain
assets and liabilities may have similar maturities or periods to repricing, they
may  react  in  differing   degrees  to  changes  in  market   interest   rates.
Additionally, certain assets, such as adjustable rate loans, which represent the
Bank's  primary loan product,  have an initial fixed rate period  typically from
one to five  years  and over the  remaining  life of the  asset  changes  in the
interest rate are  restricted.  In addition,  the proportion of adjustable  rate
loans  in  the  Bank's  portfolio  could  decrease  in  future  periods  due  to
refinancing  activity if market interest rates remain or decrease in the future.
Further,  in the  event of a change  in  interest  rates,  prepayment  and early
withdrawal levels could deviate  significantly  from those assumed in the table.
Finally, the ability of many borrowers to service their adjustable-rate debt may
decrease in the event of an interest rate increase.


                                       19
<PAGE>

                        GUARANTY FEDERAL BANCSHARES, INC.

Interest Rate Sensitivity Analysis, continued
---------------------------------------------

         The Bank's Board of Directors is  responsible  for  reviewing the asset
and liability  policies.  The Board meets quarterly to review interest rate risk
and trends, as well as liquidity and capital ratios and requirements. The Bank's
management is responsible for administering  the policies and  determinations of
the Board of Directors with respect to the Bank's asset and liability  goals and
strategies.

Liquidity and Capital Resources
-------------------------------

         The  Bank's  primary  sources  of funds  are  deposits,  principal  and
interest  payments on loans and  securities  and  extensions  of credit from the
Federal  Home  Loan  Bank of Des  Moines.  While  scheduled  loan  and  security
repayments and the maturity of short-term  investments are somewhat  predictable
sources of funding,  deposit  flows are  influenced  by many factors  which make
their  cash  flows  difficult  to  anticipate.   Office  of  Thrift  Supervision
regulations  require the Bank to maintain  cash and eligible  investments  in an
amount equal to at least 4% of customer  accounts and  short-term  borrowings to
assure its ability to meet demands for  withdrawals  and repayment of short-term
borrowings. As of December 31, 1999, the Bank's liquidity ratio was 10.6%, which
exceeded the minimum regulatory requirement.

         The Bank  uses its  liquidity  resources  principally  to  satisfy  its
ongoing  commitments  which include funding loan  commitments,  funding maturing
certificates of deposit as well as deposit withdrawals,  maintaining  liquidity,
purchasing investments, and meeting operating expenses. As of December 31, 1999,
the Bank had approximately $2,354,000 in commitments to originate mortgage loans
and $15,260,000 in loans-in-process on mortgage loans. These commitments will be
funded  through  existing  cash  balances,  cash flow from  operations  and,  if
required,  FHLB advances . Management  believes that  anticipated cash flows and
deposit growth will be adequate to meet the Bank's liquidity needs.

         The Company believes successful remediation of mission-critical systems
has been  completed  in a timely  manner.  The Company has not  experienced  any
significant   operational  or  financial  problems  related  to  the  Year  2000
compliance. Management presently believes that the Year 2000 Issue will not pose
any future operational problems.

                                       20
<PAGE>
                        GUARANTY FEDERAL BANCSHARES, INC.

                                     PART II

Item 1.  Legal Proceedings
-------  -----------------

         None.

Item 2.  Changes in Securities
-------  ---------------------

         Not applicable.

Item 3.  Defaults Upon Senior Securities
-------  -------------------------------

         Not applicable.

Item 4.  Submission of Matters to Vote of Common Stockholders
-------  ----------------------------------------------------

         The  annual  meeting  of  stockholders  of the  registrant  was held on
October 27, 1999. At the meeting the  stockholders  elected  Wayne  Barnes,  Ivy
Rogers,  and Gregory  Ostergren to  three-year  terms as director of the Savings
Bank, while Gary Lipscomb, George Hall, Jack Barham, James Haseltine and Raymond
Tripp  continue to serve as  directors.  Also at that  meeting,  Baird,  Kurtz &
Dobson was  ratified as  Independent  Certified  Public  Accountant.  These same
entities  serve  in  identical   capacities  for  the  subsidiary  bank  of  the
registrant.

The results of voting are shown for each matter considered.

Director election:

Nominee                    Votes For                 Votes Withheld
-------                    ---------                 --------------

Wayne Barnes               4,889,524                    130,776

Ivy Rogers                 4,877,627                    152,673

Gregory Ostergren          4,886,365                    143,935

Auditor ratification:

Votes For                  4,941,317

Votes Against                 68,580

Abstentions                   20,403


                                       21
<PAGE>

Item 5.  Other Information
-------  -----------------

         None.

Item 6.  Exhibits and Reports on Form 8-K
-------  --------------------------------

         a)       Exhibits

4        Preferred Share Purchase Rights.  Incorporated by reference to the
         Form 8-A filed on January 22, 1999 with the U.S. Securities and
         Exchange Commission (File No. 0-23325).

10.5     Change in Control Severance Agreements.

         b)       Reports on Form 8-K

                  None.

                                       22
<PAGE>
                        GUARANTY FEDERAL BANCSHARES, INC.

                                   SIGNATURES

         In accordance with the  requirements of the Securities  Exchange Act of
1934,  the  registrant  has  this  report  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized.

                        Guaranty Federal Bancshares, Inc.



        Signatures                                        Date
        ----------                                        ----

  /s/ James E. Haseltine                             February 4, 2000
------------------------------------------           ---------------------------
     James E. Haseltine
     President and Chief Executive Officer
     (Principal Executive Officer)



  /s/ Bruce Winston                                  February 4, 2000
------------------------------------------           ---------------------------
     Bruce Winston
     Vice President and Chief Financial Officer
     (Principal Financial and Accounting Officer)


                                       23